EXPENSE REIMBURSEMENT AGREEMENT

                         EXPENSE REIMBURSEMENT AGREEMENT

                             GUINNESS XXXXXXXX FUNDS
                        Guinness Xxxxxxxx Asia Focus Fund
                    Guinness Xxxxxxxx China & Hong Kong Fund
                    Guinness Xxxxxxxx Global Innovators Fund

     AGREEMENT,  dated as of April 25, 2003,  by and between  GUINNESS  XXXXXXXX
FUNDS (the "Trust"),  on behalf of Guinness  Xxxxxxxx Asia Focus Fund,  Guinness
Xxxxxxxx China & Hong Kong Fund, and Guinness  Xxxxxxxx  Global  Innovators Fund
(the "Funds"), and GUINNESS XXXXXXXX ASSET MANAGEMENT, LLC (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940, as amended; and

     WHEREAS, the Adviser is an investment adviser under the Investment Advisers
Act of 1940, as amended,  and engages in the business of acting as an investment
adviser; and

     WHEREAS,  the Adviser provides  investment  advisory  services to the Funds
pursuant to an Investment Advisory Agreement;

     NOW,  THEREFORE,  it is hereby agreed by and between the parties  hereto as
follows:

     Through  April 25,  2004,  the  Adviser  agrees to  reimburse  annual  fund
operating  expenses to the Guinness  Xxxxxxxx Asia Focus Fund to the extent such
Fund's total annual fund operating expenses would exceed 1.98%.

     Through  April 25,  2004,  the  Adviser  agrees to  reimburse  annual  fund
operating expenses to the Guinness Xxxxxxxx China & Hong Kong Fund to the extent
such Fund's total annual fund operating expenses would exceed 1.98%.

     Through  April 25,  2004,  the  Adviser  agrees to  reimburse  annual  fund
operating expenses to the Guinness Xxxxxxxx Global Innovators Fund to the extent
such Fund's total annual fund operating expenses would exceed 1.88%.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  and  delivered  in their  names on their  behalf  by the  undersigned,
thereunto duly authorized, all as of the day and year first above written.


                             GUINNESS XXXXXXXX FUNDS

                             By:______________________________
                             Title


                             GUINNESS XXXXXXXX ASSET MANAGEMENT, LLC

                             By:__________________________________________
                             Title