Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

Xxxx Xxxxxxx Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

As of March 10, 2016

To the Trustees of:
Xxxx Xxxxxxx Funds III
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Re:	Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

With reference to the Advisory Agreement dated January 1, 2014, as amended, entered into by and between Xxxx Xxxxxxx Advisers, LLC (the “Adviser”) and Xxxx Xxxxxxx Funds III (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its management fee for each Fund and, to the extent necessary, bear other expenses, as set forth in Appendices A and B.

2. The Adviser agrees to voluntarily waive its advisory fees or, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix C hereto.

3. We understand and intend that the Trust rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust and the Funds with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit the Trust so to rely.

Very truly yours,

XXXX XXXXXXX ADVISERS, LLC

By: /s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: Chief Financial Officer

ACCEPTED BY:

XXXX XXXXXXX FUNDS III

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Chief Financial Officer

APPENDIX A

Class Specific Expense Limitations

For each Fund listed in the table below, the Adviser contractually agrees to waive and/or reimburse all class-specific expenses for the share classes of the Fund listed in the table below, including transfer agency fees and service fees, and other class-specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average annual net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Expense Waiver”).

The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

Fund	Class R6	Expiration Date of Expense Limit
Core High Yield	0.00%	June 30, 2017¹
Disciplined Value Fund	0.00%	June 30, 2017¹
Global Shareholder Yield Fund	0.00%	June 30, 2017¹
International Core Fund	0.00%	June 30, 2017¹
International Growth Fund	0.00%	June 30, 2017
International Value Equity Fund	0.00%	June 30, 2017¹
Select Growth Fund	0.00%	June 30, 2016
Small Company Fund	0.00%	June 30, 2017¹
Strategic Growth Fund	0.00%	June 30, 2017¹

¹ At the March 8-10, 2016 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fee waiver and/or expense reimbursement arrangements for Class R6 shares of the Funds set forth above to June 30, 2017, each effective upon the current expiration date of June 30, 2016.

A-1

APPENDIX B

Total Fund Operating Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of a Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fee expenses paid indirectly; and (vi) short dividend expense.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of a Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below. The expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:

Fund/Class

ADV

NAV

Expiration Date
of Expense Limit
(except as
otherwise noted)

Core High Yield Fund

N/A

1.32%

N/A

1.07%¹

N/A

0.87%

X/X

6/30/2016 for
Class R2 and
Class I

6/30/2017 for
Class R4¹

Disciplined Value Fund

X/X

N/A

0.85%²

X/X

6/30/2017²

Global Shareholder Xxxxx Xxxx

X/X

1.47%

X/X

N/A

6/30/2016

¹ At the March 8-10, 2016 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fee waiver and/or expense reimbursement arrangement for Class R4 shares of Core High Yield Fund to June 30, 2017, effective upon the current expiration date of June 30, 2016.

² At the March 8-10, 2016 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fee waiver and/or expense reimbursement arrangement for Class I2 shares of Disciplined Value Fund to June 30, 2017, effective upon the current expiration date of June 30, 2016.

B-1

Fund/Class

ADV

NAV

Expiration Date
of Expense Limit
(except as
otherwise noted)

International Core Fund

1.38%⁴

X/X

1.08%³

X/X

6/30/2017³

International Growth Fund

1.35%

2.05%

N/A

1.45%

N/A

1.20%

N/A

1.05%

N/A

1.15%

(expires 6/30/16)

N/A

6/30/2017

International Value Equity Fund

N/A

2.35%

N/A

6/30/2016

Select Growth Fund

1.20%

2.05%

N/A

1.70%

1.45%

1.60%

1.20%

1.00%

0.95%

N/A

1.25%

1.14%

N/A

6/30/2016

Small Company Fund

1.43%⁴

N/A

1.80%⁴

1.55%⁴

1.70%⁴

1.30%⁴

1.10%⁴

1.13%⁴

X/X

0.00%⁰

X/X

6/30/2017⁴

Strategic Growth Fund

N/A

2.05%

N/A

1.43%

N/A

1.18%

X/X

N/A

6/30/2016

³ At the March 8-10, 2016 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fee waiver and/or expense reimbursement arrangements for Class A and Class I shares of International Core Fund to June 30, 2017, each effective upon the current expiration date of June 30, 2016.

⁴ At the March 8-10, 2016 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fee waiver and/or expense reimbursement arrangements for Class A, Class I, Class R1, Class R2, Class R3, Class R4, Class R5 and Class ADV shares of Small Company Fund to June 30, 2017, each effective upon the current expiration date of June 30, 2016.

B-2

APPENDIX C

Class Level Voluntary Total Operating Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of the Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest expense; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fees and expenses paid indirectly; and (vi) short dividend expense.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Fund set forth below.

The Adviser voluntarily agrees to waive advisory fees or, if necessary, reimburse expenses or make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Fund indicated below for the purposes of this Appendix shall be as follows:

	Classes										Expiration Date of Expense Limit*
Fund	A	B	C	I	R1	R2	R3	R4	R5	R6	Expiration Date of Expense Limit*
Core High Xxxxx Xxxx	X/X	X/X	X/X	X/X	X/X	1.21%	N/A	1.06%	N/A	N/A
Global Shareholder Yield Fund	N/A	N/A	N/A	N/A	N/A	1.38%	N/A	N/A	N/A	N/A
International Value Equity	N/A	N/A	2.11%	X/X	X/X	X/X	X/X	X/X	X/X	X/X
Select Growth Fund	N/A	N/A	N/A	N/A	1.64%	1.39%	1.54%	1.19%	0.94%	X/X
Xxxxxxxxx Xxxxxx Xxxx	X/X	X/X	1.85%	N/A	N/A	1.24%	N/A	1.09%	N/A	N/A

*These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

C-1

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Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

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