May 1, 2018

May 1, 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 execution of this letter agreement (this “Agreement”), Xxxxxx Xxxxxx & Xxxxxx LLC (“Xxxxxx Xxxxxx & Xxxxxx”) agrees it will waive a portion of the investment advisory and/or administration fees and/or reimburse additional Trust expenses for the period commencing May 1, 2018 through April 30, 2020 so that the ratio of expenses to average net assets of the Retail Class of each portfolio of the Trust as reported in the Funds’ Financial Highlights do not exceed the amounts set forth in Attachment A. Until at least April 30, 2020, Xxxxxx Xxxxxx & Xxxxxx will also waive and/or reimburse the investment advisory and/or administration fees and/or reimburse Fund level “Other expenses” for each Institutional Class in the same proportion as the Retail Class waivers/reimbursements (calculated in basis points) as well as reimburse for the Institutional class-specific expenses but not to exceed a 0.25% difference between the net institutional and net retail expense ratios. If after applying the waivers/reimbursements noted above, the excess of the net Retail Class expense ratio over the net Institutional Class expense ratio is less than 15 basis points, then Xxxxxx Xxxxxx & Xxxxxx agrees to waive/reimburse such that the excess equals 15 basis points.

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 & XXXXXX, LLC
By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
Name:	Xxxxxxx X. Xxxxxxxxxxx
Title:	Chief Executive Officer

Your signature below acknowledges

acceptance of this Agreement:

XXXXXX XXXXXX & XXXXXX TRUST
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 (Retail Class unless otherwise noted)

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 Xxxxxx & Xxxxxx Large Cap Dividend Fund	0.89%
Xxxxxx Xxxxxx & Xxxxxx Mid Cap Value Dividend Fund II	1.15%
Xxxxxx Xxxxxx & Xxxxxx Small Cap Growth Fund II  - Institutional	1.15%
Xxxxxx Xxxxxx & Xxxxxx Small Cap Growth Fund	1.24%
Xxxxxx Xxxxxx & Xxxxxx Global  Dividend Fund	0.99%
Xxxxxx Xxxxxx & Xxxxxx Mid Cap Value Dividend Fund	1.15%
Xxxxxx Xxxxxx & Xxxxxx Small Cap Value Dividend Fund	1.30%
Xxxxxx Xxxxxx & Xxxxxx Micro Cap Fund	1.30%
Xxxxxx Xxxxxx & Xxxxxx Fundamental International Small Cap Fund	1.50%
Xxxxxx Xxxxxx & Xxxxxx Quality High Yield Fund	0.85%
Xxxxxx Xxxxxx & Xxxxxx Plus Bond Fund	0.55%
Xxxxxx Xxxxxx & Xxxxxx Colorado Tax Free Fund	0.65%
Xxxxxx Xxxxxx & Xxxxxx Xxxx Cap Value Dividend Fund	1.20%
Xxxxxx Xxxxxx & Xxxxxx Municipal Opportunities Fund	0.65%