December 1, 2019

December 1, 2019

Xxxxxxx Mutual Funds Trust

000 Xxxxxxxx Xxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

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 NextGen Infrastructure Fund (“Infrastructure”) and The Xxxxxxx Small Cap Growth Fund, each a series of Xxxxxxx Mutual Funds Trust (the “Trust”) (each a “Fund,” and collectively, the “Funds”).

The Trust and the Adviser have entered into an Investment Management Agreement, effective with respect to Infrastructure as of September 12, 2017 (the “Management Agreement”). Pursuant to the Management Agreement, Infrastructure 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 Infrastructure’s operating expenses (including the management fee, but exclusive of 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 Infrastructure’s Class A Shares and Class I Shares.

2.    Expenses Reimbursement. In addition to any Advisory Fee waivers, the Adviser may, in its discretion, reimburse Infrastructure for certain 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 Infrastructure 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 December 1, 2019 and shall continue for an initial term ending March 31, 2021. 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.

300 Crescent Court, Suite 1700, Dallas, TX 00000 (000) 000-0000 (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

300 Crescent Court, Suite 1700, Dallas, TX 00000 (000) 000-0000 (phone) • 000 000-0000 (fax) xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx

Appendix A

Fund Annual Management Fee Expense Limitation

Xxxxxxx NextGen Infrastructure Fund (Class A)    0.85%                1.50%

Xxxxxxx NextGen Infrastructure Fund (Class I)    0.85%                1.25%

Xxxxxxx Small Cap Growth Fund (Class A)        0.80%                1.35%

Xxxxxxx Small Cap Growth Fund (Class I)        0.80%                1.10%

300 Crescent Court, Suite 1700, Dallas, TX 00000 (000) 000-0000 (phone) • 000 000-0000 (fax) xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx