Re: Expense Limitation Letter Agreement

Exhibit (h)(5)

Xxxx Xxxxxxx Investment Management LLC
000 Xxxxxxxx Xxxxxx
Boston, MA  02116

December 9, 2021

To the Trustees of

Xxxx Xxxxxxx Collateral Trust

000 Xxxxxxxx Xxxxxx

Boston, MA 02116

Re: Expense Limitation Letter Agreement

With reference to the Advisory Agreement entered into by and between Xxxx Xxxxxxx Investment Management LLC (the “Adviser”) and Xxxx Xxxxxxx Collateral Trust (the “Trust”), on behalf of its series Xxxx Xxxxxxx Collateral Trust (the “Fund”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its advisory fee for the Fund as set forth in the appendix attached hereto.

2. We understand and intend that the Trust will rely on this undertaking in accruing the Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under the Investment Company Act of 1940, as amended, and we expressly permit the Trust so to rely.

			Very truly yours,
			XXXX XXXXXXX INVESTMENT MANAGEMENT LLC
			By:	/s/ Xxxxxxx X. Xxxx
				Xxxxxxx X. Xxxx
				Chief Financial Officer

Xxxxxx and Accepted on behalf of Xxxx Xxxxxxx Collateral Trust
By:	/s/ Xxxxxxx X. Xxxxx
	Xxxxxxx X. Xxxxx
	Chief Financial Officer

APPENDIX A

Fund Level Contractual Investment Management Waiver

For purposes of this Appendix:

The Adviser contractually agrees to waive its advisory fee by 0.45% of the Fund’s average daily net assets. This fee waiver expires April 30, 2023, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.*

*At the December 7-9, 2021 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to April 30, 2023) of the fee waiver arrangement, effective upon the current expiration date of April 30, 2022.

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