Letterhead of Cushing Asset Mananagement, LP]

[Letterhead of Xxxxxxx Asset Mananagement, LP]

[            ], 2017

Xxxxxxx Funds Trust

0000 Xxxxxxx Xxxx, Xxxxx 000

Dallas, Texas 75225

Ladies and Gentlemen:

This letter agreement (the “Agreement”) confirms the temporary fee waiver by Xxxxxxx Asset Management, LP (the “Adviser”) with respect to the advisory fees received in connection with the management of The Xxxxxxx MLP Infrastructure Fund (the “Fund”), a series of Xxxxxxx Mutual Funds Trust (the “Trust”).

The Trust and the Adviser have entered into an Investment Management Agreement, dated as of [            ], 2017 (the “Management Agreement”). Pursuant to the Management Agreement, the Fund pays to the Adviser a fee, payable at the end of each calendar month, at an annual rate equal to the average daily value of the Fund’s Managed Assets (as defined in the Management Agreement) during such month (the “Advisory Fee”) in the amount set forth in Appendix A, hereto.

1.    Advisory Fee Waiver. The Adviser has agreed to waive temporarily a portion of the Advisory Fee payable to the Adviser so the Fund’s operating expenses (exclusive of management fees and any front-end load, deferred sales charge, 12b-1 fees, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, or extraordinary expenses such as litigation) will not exceed the applicable amount set forth in Appendix A hereto (the “Expense Limitation”) for the Fund’s Class A Shares, Class C Shares and Class I Shares.

2.    Expenses Reimbursement. In addition to any Advisory Fee waivers, the Adviser may, in its discretion, reimburse the Fund for certain Fund operating expenses so that the Expense Limitation is not exceeded.

3.    Recoupment. Amounts waived or reimbursed by the Adviser are subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the date such portion of the Advisory Fee has been waived or such expenses were reimbursed) if such recoupment can be achieved without exceeding the Expense Limitation in effect at the time of waiver or recoupment.

4.    Term and Termination. This Agreement shall become effective on [            ], 2017 and shall continue for a 12-month term ending [            ], 2018. In addition, this Agreement will terminate automatically in the event of the termination of the Advisory Agreement.

5.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the Investment Company Act of 1940, as amended.

0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000    (214) 692-6334 (phone) ● 000 000-0000 (fax)

xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx

Very truly yours,
XXXXXXX ASSET MANAGEMENT, LP
By:
		Name:		Xxxxx X. Xxxxx
		Title:		Managing Partner

0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000    (214) 692-6334 (phone) ● 000 000-0000 (fax)

xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx

Appendix A

Fund		Annual Management Fee				Expense Limitation
The Xxxxxxx MLP Infrastructure Fund			[	]%			[	]%

0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000    (214) 692-6334 (phone) ● 000 000-0000 (fax)

xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx