December 14, 2018 Jasper Frontz Chief Compliance Officer c/o Segall Bryant & Hamill Trust

December 14, 2018

Xxxxxx Xxxxxx 

Chief Compliance Officer 

c/o Xxxxxx Xxxxxx & Xxxxxx Trust 

0000 Xxxxxxxx, Xxxxx 0000 

Denver, CO 80203 

Re: Xxxxxx Xxxxxx & Xxxxxx Trust (the “Trust”)

Dear Xx. Xxxxxx:

By our executive of this letter agreement (this “Agreement) Xxxxxx Xxxxxx & Xxxxxx LLC (“Xxxxxx Xxxxxx & Xxxxxx”) agrees it will waive u portion of the investment advisory and/or administration fees and/or reimburse additional Trustexpenses for the period commencing on the inception date of the Xxxxxx Xxxxxx & Xxxxxx Short Term Plus Fund which is expected on or about December 1 4, 2018 through April 30, 2020 so that the ratio of expenses to average net assets of the Retail Class and Institutional Class of the portfolio of the Trust as reported in the Fund’s Financial Highlights do not exceed the amounts set forth in Attachment A.

The parties acknowledge that Xxxxxx Xxxxxx & Xxxxxx will not be entitled to collect on or make a claim for waived fees or reimbursed expenses at any time in the future. The parties agree to continue such waivers for the applicable Funds at least through April 30, 2020.

The names “Xxxxxx Xxxxxx & Xxxxxx Trust” and “Trustees of Xxxxxx Xxxxxx & Xxxxxx Trust” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an Amended and Restated Declaration of Trust dated November 19, 1987 as amended which is hereby referred to and a copy of which is on file at the office of the State Secretary of the Commonwealth of Massachusetts and the principal office of the Trust. The obligations of “Xxxxxx Xxxxxx & Xxxxxx Trust” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the Trust Property and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust.

XXXXXX XXXXXX AND XXXXXX LLC
By:	/s/ Xxxxxx X. Xxxxxxxxxxx
Name:	Xxxxxx X. Xxxxxxxxxxx
Title:	Chief Executive Officer
Your signature below acknowledges acceptance of this Agreement:

XXXXXX XXXXXX AND XXXXXX LLC
By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Treasurer and Chief Compliance Officer

Attachment A

Xxxxxx Xxxxxx & Xxxxxx Trust

Fee Waivers and Expense Reimbursements for the Period Ended April 30, 2020

Fund	Xxxxxx Xxxxxx & Xxxxxx, LLC agrees to Waive Administration Fees, Investment Advisory Fees and/or Reimburse Expenses so that the ratio of expenses to average net assets as set forth in the Financial Highlights will not exceed the following amounts until at least April 30, 2020 (as a% of average daily net assets):
Xxxxxx Brvant & Xxxxxx Short Term Plus - retail class	0.49¾
Xxxxxx Xxxxxx & Xxxxxx Short Term Plus - inst'l class	0.40%