SECOND AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT Between MILLER INVESTMENT TRUST and WELLESLEY ASSET MANAGEMENT, INC.

SECOND AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT

Between

XXXXXX INVESTMENT TRUST

and

WELLESLEY ASSET MANAGEMENT, INC.

THIS SECOND AMENDMENT TO THE OPERATING EXPENSE LIMITATION AGREEMENT (the “Second Amendment”) is made and entered into as of October 20, 2021, between Xxxxxx Investment Trust, a Delaware statutory trust (the “Trust”), and Wellesley Asset Management, Inc. (the “Adviser”) on behalf of the Xxxxxx Market Neutral Income Fund (the “Fund”).

RECITALS:

WHEREAS, the parties previously entered into that certain Operating Expense Limitation Agreement between Xxxxxx Investment Trust and the Adviser dated as of June 24, 2014 (the “Agreement”);

NOW, THEREFORE, the parties hereto agree as follows:

Appendix A of the Agreement is hereby supplemented with the following:

NAME OF FUND	OPERATING EXPENSE LIMIT
Millet Market Neutral Income Fund
Class A	1.55%
Class C	2.05%
Class I	0.98%

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

XXXXXX INVESTMENT TRUST

By: _/s/Xxxx Miller__________________

Name: Xxxx Xxxxxx

Title: President

WELLESLEY ASSET MANAGEMENT, INC.

By: _/s/Xxxxxxx Miller_________________

Name: Xxxxxxx Xxxxxx

Title: President