LETTER AGREEMENT May 19, 2021

LETTER AGREEMENT

May 19, 2021

To: Xxxxxx Investment Series Trust

00000 X. Xxxxxxx Xxxxxx, #000

Xxxxxx, XX 00000

You have engaged us to act as the sole Investment Advisor of the Xxxxxx Focus Fund (the “Fund”) pursuant to a Management Services Agreement approved by the Board of Trustees on January 28, 2010 (the “Agreement”) and amended on September 8, 2010, May 19, 2016, and December 1, 2019.

Effective immediately through December 31, 2023 we hereby agree to waive our management fee and/or reimburse our expenses of the Fund, but only to the extent necessary to maintain the Fund’s annual net operating expenses (excluding brokerage fees and commissions; any 12b-1 fees; borrowing costs, such as (a) interest and (b) dividend expenses on securities sold short; taxes; any indirect expenses, such as expenses incurred by other investment companies in which the Fund may invest; and extraordinary expenses) at 0.98% of the Fund’s daily net assets. Any waiver or reimbursement by us is subject to repayment by the Fund in the three fiscal years following the fiscal year in which the particular waiver or reimbursement occurred; provided that the Fund is able to make the repayment without exceeding the 0.98% expense limitation.

Very truly yours,

XXXXXX INVESTMENT CORPORATION

By: /s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx, Managing Director

Acceptance

The foregoing agreement is hereby accepted.

XXXXXX INVESTMENT SERIES TRUST

By: /s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx, President