AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT

AMENDMENT TO

SUB-INVESTMENT ADVISORY AGREEMENT

WHEREAS, Xxxx Xxxxx Management, Inc. and Xxxxxxxxxx Capital, LLC (“Xxxxxxxxxx”) entered into a sub-investment advisory agreement dated March 1, 2017 (as amended, supplemented and/or restated to date, the “Agreement”) for Xxxxxxxxxx to provide certain sub-investment advisory services to certain series (collectively, the “Series”) of each of The Xxxxx Funds, The Xxxxx Funds II and The Xxxxx Portfolios; and

WHEREAS, effective October 1, 0000, Xxxx Xxxxx Management, Inc. converted from a New York corporation to a Delaware limited liability company and changed its name to “Xxxx Xxxxx Management, LLC” (the “Adviser”); and

WHEREAS, Xxxxxxxxxx and the Adviser desire to update Schedule I of the Agreement to reflect changes in the names of certain Series;

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereby amend the Agreement as follows:

1. All references in the Agreement to “Xxxx Xxxxx Management, Inc.” are hereby deleted and replaced with “Xxxx Xxxxx Management, LLC”. None of the terms or provisions of the Agreement shall be affected by this change in legal entity.

2. Schedule I of the Agreement is hereby deleted in its entirety and replaced with Schedule I as attached and incorporated by reference to this amendment.

3. Except as otherwise provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties by their duly authorized officers, have caused this Amendment to be executed as of September 29, 2020.

XXXXXXXXXX CAPITAL, LLC						XXXX XXXXX MANAGEMENT, LLC
By:		/s/ Xxxx Xxxxx				By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx				Name:		Xxxx Xxxxx
Title:		Assistant Secretary				Title:		SVP, General Counsel, CCO

SCHEDULE I

Name of Series		Annual Fee		Reapproval Date		Reapproval Day
Xxxxx Xxxxxxxxxx Specialized Growth Fund, a series of The Xxxxx Funds		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 00
Xxxxx Xxxxxxxxxx Specialized Growth Portfolio, a series of The Xxxxx Portfolios		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 00
Xxxxx Dynamic Opportunities Fund, a series of The Xxxxx Funds II		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 31