LITMAN GREGORY FUNDS TRUST Sixth Amendment to Restated Contractual Advisory Fee Waiver Agreement

XXXXXX XXXXXXX FUNDS TRUST

Sixth Amendment to Restated Contractual Advisory Fee Waiver Agreement

THIS SIXTH AMENDMENT TO RESTATED CONTRACTUAL ADVISORY FEE WAIVER AGREEMENT (this “Amendment”), effective as of January 31, 2022, is entered into by and between XXXXXX XXXXXXX FUNDS TRUST (the “Trust”), a Delaware statutory trust, and IM GLOBAL PARTNER FUND MANAGEMENT, LLC, a California limited liability company (the “Advisor,” together with the Trust, the “Parties”).

RECITALS

WHEREAS, the Trust has retained the Advisor to provide investment management advice and services to each series of the Trust (each, a “Fund,” and collectively, the “Funds”) pursuant to the Unified Investment Advisory Agreement, dated as of April 1, 2013, as amended, by and between the Trust and the Advisor (the “Investment Advisory Agreement”);

WHEREAS, the Parties have entered into the Restated Contractual Advisory Fee Waiver Agreement, dated as of January 1, 2006, as amended (the “Agreement”), pursuant to which the Adviser waives a portion of the advisory fees it is entitled to receive under the Investment Advisory Agreement with respect to certain Funds; and

WHEREAS, the Parties wish to amend the fee waiver rates with respect to the IMGP Equity Fund, IMGP International Fund, IMGP Alternative Strategies Fund, IMGP High Income Alternatives Fund, IMGP SBH Focused Small Value Fund, IMGP Oldfield International Value Fund and IMGP RBA Responsible Global Allocation ETF as set forth in Appendix A of the Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appendix A to the Agreement is hereby suspended and replaced in its entirety with Appendix A attached to this Amendment.

2. Except as expressly amended by this Sixth Amendment, the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Sixth Amendment to be duly executed by their duly authorized officers on one or more counterparts, all on the date and year first above written.

XXXXXX XXXXXXX FUNDS TRUST on behalf of its series listed on Appendix A						IM GLOBAL PARTNER FUND MANAGEMENT, LLC
By:		/s/ Xxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx				Name:		Xxxx X. Xxxxxxxx
Title:		Treasurer				Title:		Chief Operating Officer

Appendix A

FUND AND WAIVER SCHEDULE—XXXXXX XXXXXXX FUNDS TRUST

(January 31, 2022)

Fund		Fee Waiver Rate
• IMGP Equity Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub- advisory fees, the net advisory fee retained by the Advisor is 0.40% of the first $750 million of the daily net assets of the Fund and 0.30% of Fund Assets in excess of $750 million.
• IMGP International Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.40% of the daily net assets of the Fund on the first $ 1 billion of daily net assets and 0.30% of Fund assets in excess of $1 billion.
• IMGP Alternative Strategies Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub- advisory fees, the net advisory fee retained by the Advisor is 0.50% of the first $2 billion of daily net assets, 0.40% of the next $1 billion of daily net assets, 0.35% of the next $1 billion of daily net assets and 0.30% of Fund assets in excess of $4 billion.
• IMGP High Income Alternatives Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub- advisory fees, the net advisory fee retained by the Advisor is 0.40% on the first $1 billion of daily net assets, 0.375% on the next $1 billion of daily net assets, 0.35% on the next $1 billion of daily net assets, 0.325% on the next $1 billion of daily net assets and 0.30% of Fund assets in excess of $4 billion.
• IMGP SBH Focused Small Value Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub- advisory fees, the net advisory fee retained by the Advisor is 0.35% of the daily net assets of the Fund

Fund		Fee Waiver Rate
• IMGP Oldfield International Value Fund		Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.35% of the daily net assets of the Fund
IMGP RBA Repsonsible Global Allocation ETF		Such percentage rate of the daily net assets of the ETF so that after payment of the unified investment management fee and any acquired fund fees and expenses, the total expenses of the the ETF do not exceed 0.69% of the daily net assets of the ETF

XXXXXX XXXXXXX FUNDS TRUST on behalf of its series listed above				IM GLOBAL PARTNER FUND MANAGEMENT, LLC
By:		/s/ Xxxx X. Xxxxxxxx		By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx		Name:		Xxxx X. Xxxxxxxx
Title:		Treasurer		Title:		Chief Operating Officer