Williams Capital Management Trust Sample Contracts

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WITNESSETH:
Custodian Agreement • February 27th, 2004 • Williams Capital Management Trust • Massachusetts
WITNESSETH:
Investment Advisory Agreement • February 25th, 2005 • Williams Capital Management Trust • New York
FORM OF
Agency and Service Agreement • January 10th, 2003 • Williams Capital Management Trust • Massachusetts
CUSTODY AGREEMENT
Custody Agreement • February 28th, 2014 • Williams Capital Management Trust • Illinois

AGREEMENT dated as of April 1, 2013, between WILLIAMS CAPITAL MANAGEMENT TRUST, a statutory trust organized under the laws of the State of Delaware, having its principal office and place of business at 570 Seventh Avenue, Suite 504, New York, NY 10018 (the "Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

WITNESSETH:
Custody Agreement • February 25th, 2005 • Williams Capital Management Trust • New York
TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 26th, 2007 • Williams Capital Management Trust • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this 29th day of January, 2007, by and between Williams Capital Management Trust, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

EXHIBIT A to the Investment Advisory Agreement
Williams Capital Management Trust • October 9th, 2009

The following provisions are hereby incorporated and made part of the Investment Advisory Agreement dated January 15, 2003 between Williams Capital Management Trust (the “Trust”) and Williams Capital Management, LLC (the “Investment Adviser”).

EXHIBIT A to the Investment Advisory Agreement
Williams Capital Management Trust • February 19th, 2009

The following provisions are hereby incorporated and made part of the Investment Advisory Agreement dated January 15, 2003 between Williams Capital Management Trust (the “Trust”) and Williams Capital Management, LLC (the “Investment Adviser”).

ARTICLE II APPOINTMENT OF BANK; REPRESENTATIONS AND WARRANTIES
Funds Transfer Agreement • February 27th, 2006 • Williams Capital Management Trust • New York
BLUE SKY FILING SERVICES AGREEMENT
Filing Services Agreement • February 26th, 2007 • Williams Capital Management Trust • Wisconsin

THIS BLUE SKY FILING SERVICES AGREEMENT is made as of the day of , 2007, by and between Williams Capital Management Trust, a Delaware statutory trust (the “Trust”),and UMB Fund Services Inc., Inc., a Wisconsin corporation (“UMBFS”).

WILLIAMS CAPITAL MANAGEMENT, LLC
Williams Capital Management Trust • February 28th, 2014

This agreement may, at WCM’S option, continue after the date set forth above, but may be revised or eliminated at any time thereafter without notice. If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

WILLIAMS CAPITAL MANAGEMENT, LLC
Williams Capital Management Trust • February 28th, 2014

This agreement may, at WCM’S option, continue after the date set forth above, but may be revised or eliminated at any time thereafter without notice. If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2012 • Williams Capital Management Trust • Colorado

Distribution Agreement (the “Agreement”) made this 1st day of November, 2011, by and between Williams Capital Management Trust, a Delaware statutory trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 26th, 2007 • Williams Capital Management Trust • New York

AGREEMENT made as of , by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN WILLIAMS CAPITAL MANAGEMENT TRUST AND THE NORTHERN TRUST COMPANY
Transfer Agency and Service Agreement • February 28th, 2014 • Williams Capital Management Trust

AGREEMENT made as of this 1st day of April, 2013, by and between Williams Capital Management Trust, a statutory trust organized under the laws of the state of Delaware with its principal place of business at 570 Seventh Avenue, Suite 504, New York, NY (the “Trust”), acting on its own behalf and on behalf of each of its series listed in Schedule A, and THE NORTHERN TRUST COMPANY, a Illinois State Bank having its principal office and place of business at 50 South LaSalle Street, Chicago IL 60603 (the “Transfer Agent”).

WILLIAMS CAPITAL MANAGEMENT, LLC
Williams Capital Management Trust • February 28th, 2014

This agreement may, at WCM’S option, continue after the date set forth above, but may be revised or eliminated at any time thereafter without notice. If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT THE NORTHERN TRUST COMPANY
Fund Administration And • February 28th, 2014 • Williams Capital Management Trust • Illinois

AGREEMENT made as of April 1, 2013 by and between Williams Capital Management Trust (the “Fund” or the “Trust”), a Delaware statutory trust, and The Northern Trust Company (“Northern”), an Illinois corporation.

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