AMENDMENT 2

AMENDMENT 2

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of December 2, 2019:

Term			Means
“Existing Agreement”			Distribution Services, Advertising and Sales Material Review, and Licensing of Registered Representatives Letter Agreement between ALPS and the Client dated as of December 3, 2018, as amended
“ALPS”			ALPS Distributors, Inc.
“Trust”			Xxxxx Advisory LLC

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

IN WITNESS WHEREOF, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have caused this Amendment to be executed by their duly authorized representatives.

ALPS DISTRIBUTORS, INC.						XXXXX ADVISORY LLC
By:			/s/ Xxxxxx X. Xxxxx			By:			/s/ Xxxxx X. Xxxxxxxxx
Name:			Xxxxxx X. Xxxxx			Name:			Xxxxx X. Xxxxxxxxx
Title:			SVP and Director of Distribution Services			Title:			CFO/COO

Schedule A to this Amendment

Amendments

Effective as of December 2, 2019, the Existing Agreement is amended as follows:

1.Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following new Exhibit A: Funds

EXHIBIT A: FUNDS

Xxxxx Advisory Xxxxxx Xxxxxxx Large-Cap Value Fund

Xxxxx Advisory Equity Income Fund

Xxxxx Advisory Flexible Equity Fund

Xxxxx Advisory Global Leaders Fund

Xxxxx Advisory Growth Equity Fund

Xxxxx Advisory Intermediate Income Fund

Xxxxx Advisory Maryland Bond Fund

Xxxxx Advisory Mid-Cap Growth Fund

Xxxxx Advisory Mortgage Securities Fund

Xxxxx Advisory Small-Cap Fundamental Value Fund

Xxxxx Advisory Small-Cap Growth Fund

Xxxxx Advisory Emerging Markets Select Fund

Xxxxx Advisory Strategic Bond Fund

Xxxxx Advisory Sustainable Bond Fund

Xxxxx Advisory Sustainable Growth Fund

Xxxxx Advisory Tax Exempt Bond Fund

Xxxxx Advisory Total Return Fund

Xxxxx Advisory WMC Strategic European Equity Fund

Xxxxx Advisory Tax-Exempt Sustainable Bond Fund

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Schedule B to this Amendment

General Terms

1.Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

1.The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, which, except as explicitly amended hereby shall remain unchanged and in full force and effect, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

2.This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

3.This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.

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