July 21, 2014 Goldman Sachs Trust

EX.99.(h)(35)

July 21, 2014

Xxxxxxx Xxxxx Trust

00 Xxxxx Xxxxxx Xxxxx

Chicago, Illinois 60606

Re: Waiver of Portion of Advisory Fees in Connection with Investments in Xxxxxxx Xxxxx Cayman Commodity TTIF Fund Ltd.

Dear Sir or Madam:

Reference is made to the Management Agreement by and among Xxxxxxx Xxxxx Asset Management, Xxxxxxx Xxxxx Funds Management L.P., Xxxxxxx Xxxxx Asset Management International and Xxxxxxx Xxxxx Trust, a statutory trust organized under the laws of Delaware (the “Trust”), dated April 30, 1997 (as further amended, restated or otherwise modified from time to time, the “Management Agreement”).

Pursuant to the Management Agreement, the Trust pays, for and on behalf of the Xxxxxxx Xxxxx Tactical Tilt Implementation Fund, a series thereof (the “Fund”), an investment advisory fee to Xxxxxxx Xxxxx Asset Management, L.P. (“GSAM”) as specified in such agreement (the “Fund Management Fee”).

The Trust, for and on behalf of the Fund, intends to invest in Xxxxxxx Xxxxx Cayman Commodity TTIF Fund Ltd., a Cayman Islands exempted company (the “Subsidiary”) in respect of which GSAM (i) provides management services and (ii) receives a management fee (the “Subsidiary Management Fee”) pursuant to a management agreement by and between the Subsidiary and GSAM dated July     , 2014 (as amended, restated or otherwise modified from time to time, the “Subsidiary Agreement”).

In consideration of the Subsidiary Management Fee paid by the Subsidiary in which the Trust invests for and on behalf of the Fund, and for as long as the Subsidiary Agreement remains in effect, GSAM agrees to waive irrevocably all or any portion of the Fund Management Fee that would otherwise be paid by the Trust for and on behalf of the Fund to GSAM in any period in an amount equal to the amount of the Subsidiary Management Fee, if any, actually paid by the Subsidiary to GSAM under the Subsidiary Agreement during such period.

This letter modifies the terms of the Management Agreement and to the extent of any conflict between the terms of this letter agreement and the terms of such agreement, the terms of this letter agreement will prevail. This letter agreement and the rights and obligations of the parties hereunder will be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of New York without regard to the choice of law or conflicts of law principles thereof that would result in the application of the law of any other jurisdiction.

Please confirm your understanding of and agreement with the subject matter herein by returning an originally executed copy of this letter agreement to the address first written above.

Very truly yours,
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By:		/s/ Xxxxx XxXxxxxx
		Name: Xxxxx XxXxxxxx
		Title: Managing Director

ACKNOWLEDGED AND AGREED

XXXXXXX XXXXX TRUST,

for and on behalf of

XXXXXXX XXXXX TACTICAL TILT IMPLEMENTATION FUND,

a series thereof

By:		/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Director