Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

Xxxx Xxxxxxx Investment Management Services, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

November 12, 2008

To the Trustees of:
Xxxx Xxxxxxx Funds III
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Re:  Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

With reference to the Advisory Agreement dated September 21, 2005, as amended, entered into by and between Xxxx Xxxxxxx Investment Management Services, LLC (the “Adviser”) and Xxxx Xxxxxxx Funds III (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its management fee for each Fund and, to the extent necessary, bear other expenses, as set forth in Appendices A, B, C, D and E hereto.

2. The Adviser has voluntarily agreed to waive its management fee as set forth in Appendix F.

3. We understand and intend that you will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust and the Funds with the Securities and Exchange Commission and in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you so to rely.

Very truly yours,

XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC

By:		/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		Chief Financial Officer
By:		/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx Senior Vice President

APPENDIX A

Fund Specific Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a Fund excluding: (i) taxes, (ii) portfolio brokerage commissions, (iii) interest, (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business, (v) advisory fees; (vi) Rule 12b-1 fees; (vii) transfer agency fees; (viii) blue sky fees; (ix) fees under any agreements or plans of the Trust dealing with services for shareholders and others with beneficial interests in shares of the Trust; and (x) printing and postage.

“Expense Limit” means the percentage of a Fund’s average annual net assets on an annualized basis set forth below.

The Adviser agrees to reduce its advisory fee for a Fund, or if necessary make payment to a Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.

The Expense Limit for each of the Funds for the purposes of the Appendix A shall be as follows:

Fund:		Expense Limit
U.S. Core Fund			0.10	%
International Core Fund			0.20	%
Growth Opportunities Fund			0.24	%
International Growth Fund			0.18	%
Value Opportunities Fund			0.09	%
Global Shareholder Yield Fund			0.10	%
Classic Value Mega Cap Fund			0.07	%

     This expense reimbursement shall continue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

A-1

APPENDIX B

Fund Specific Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a Fund excluding: (i) taxes, (ii) portfolio brokerage commissions, (iii) interest, (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business, (v) advisory fees; (vi) Rule 12b-1 fees; (vii) transfer agency fees; (viii) blue sky fees; (ix) fees under any agreements or plans of the Trust dealing with services for shareholders and others with beneficial interests in shares of the Trust; (x) printing and postage, and (xi) underlying fund expenses.

“Expense Limit” means the percentage of a Fund’s average annual net assets on an annualized basis set forth below.

The Adviser agrees to reduce its advisory fee for a Fund, or if necessary make payment to a Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.

The Expense Limit for each of the Funds for the purposes of this Appendix shall be as follows:

Fund:		Expense Limit
International Allocation Portfolio			0.09	%

This expense reimbursement shall continue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

B-1

APPENDIX C

Class Specific Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of a Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes, (ii) portfolio brokerage commissions, (iii) interest, (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; and (v) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Trust.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:

		Classes:
Fund:		A				B				C				R1				1				I				I2				NAV				ADV
U.S. Core Fund			1.35	%			2.05	%			2.05	%			1.45	%			0.90	%			0.95	%			N/A				0.88	%			N/A
International Core Fund			1.70	%			2.40	%			2.40	%			1.70	%			1.15	%			1.18	%			N/A				1.12	%			N/A
International Growth Fund			1.70	%			2.40	%			2.40	%			1.70	%			1.15	%			1.20	%			N/A				1.10	%			N/A
Value Opportunities Fund			1.39	%			2.09	%			2.09	%			1.49	%			0.94	%			0.99	%			N/A				0.89	%			N/A
Growth Opportunities Fund			1.54	%			2.24	%			2.24	%			1.64	%			1.09	%			1.14	%			N/A				1.04	%			N/A
Global Shareholder Yield Fund			1.55	%			2.25	%			2.25	%			1.60	%			N/A				1.10	%			N/A				1.05	%			N/A
Classic Value Mega Cap Fund			1.37	%			2.12	%			2.12	%			1.47	%			N/A				0.97	%			N/A				0.92	%			N/A
Leveraged Companies Fund*			1.35	%			2.05	%			2.05	%			N/A				N/A				0.90	%			N/A				N/A				N/A
Small Cap Opportunities Fund**			1.65	%			2.35	%			2.35	%			N/A				N/A				1.10	%			N/A				N/A				N/A
Disciplined Value Fund***			1.00	%			2.05	%			2.05	%			N/A				N/A				0.75	%			0.75	%			N/A				1.00	%

This expense reimbursement shall continue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

*		This expense reimbursement shall continue in effect until May 1, 2009 and thereafter until terminated by the Adviser on notice to the Trust.
**		This expense reimbursement shall continue in effect until June 1, 2009 and thereafter until terminated by the Adviser on notice to the Trust.
***		This expense reimbursement shall continue in effect until January 1, 2010 and thereafter until terminated by the Adviser on notice to the Trust.

C-1

APPENDIX D

Class Specific Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of a Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes, (ii) portfolio brokerage commissions, (iii) interest, (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; and (v) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Trust.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:

		Classes:
Fund:		A*				B**				C**				R**				R1**				R2**				R3**				R4**				R5**				I*				ADV*				T***
Rainier Growth Fund			1.19	%			2.04	%			2.04	%			1.89	%			1.64	%			1.39	%			1.54	%			1.24	%			0.94	%			0.89	%			1.14	%			1.98	%

*		This expense reimbursement shall continue in effect until April 28, 2009 and thereafter until terminated by the Adviser on notice to the Trust.
**		This expense reimbursement shall continue in effect until July 31, 2009 and thereafter until terminated by the Adviser on notice to the Trust.
***		This expense reimbursement shall continue in effect until August 1, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

D-1

APPENDIX E

Class Specific Expense Limitations

For purposes of this Appendix:

“Expenses” means all class specific expenses of a class of shares of a Fund which includes: (i) Rule 12b-1 fees, (ii) transfer agency fees, (iii) blue sky fees, (iv) printing and postage, and (v) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Trust.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.

The Adviser agrees to make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for each class of the Fund for the purposes of this Appendix shall be as follows:

		Classes:
Fund:		A				B				C				I
International Allocation Portfolio			0.50	%			1.20	%			1.20	%			0.05	%

This expense reimbursement shall continue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

E-1

APPENDIX F

Advisor Fee Voluntary Waiver

Fund Level

Xxxx Xxxxxxx Investment Management Services (the “Adviser”), as the investment adviser for the Xxxx Xxxxxxx International Allocation Portfolio (the “Fund”), receives a fee of 0.05% on assets invested in funds of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III and 0.50% on all other investments.

The Fund invests in other mutual funds, of which some or all of the investments are mutual funds managed by the Adviser who receives an advisory fee for such services. The voluntary adviser fee waiver shall apply as follows:

The Adviser has voluntarily agreed to waive its advisory fees for the Fund so that the amount retained by the Adviser after payment of subadvisory fees, including Adviser fees collected on the underlying investments after payment of subadvisory fees, does not exceed 0.50% of the Fund’s average annual net assets.

This advisory fee waiver is voluntary and can be terminated at any time by the Adviser on notice to the Trust.

F-1