Letter Agreement

Letter Agreement

To:

Xxxxxx Capital Investments Trust

0000 Xxxxxxxx Xxxx

Columbus, Ohio  43220

Dear Board Members:

You have engaged us to act as the investment adviser to the Xxxxxx Capital Aggressive Growth Fund (the “Fund”) pursuant to an Investment Advisory Agreement dated as of July 10, 2008.

Effective December 31, 2010, hereby contractually agree to waive any positive adjustment to the variable advisory fee to which the Adviser may be entitled and waive management fees, but only to the extent necessary to maintain the Fund’s total annual operating expenses at 1.90% of the Fund’s average daily net assets for that period through October 1, 2010.

Very truly yours,

XXXXXX CAPITAL MANAGEMENT GROUP, LLC

By: /S/ Xxxxx X. Xxxxxx

       Xxxxx X. Xxxxxx, President/ Managing       Member

Acceptance

The foregoing Agreement is hereby accepted.

XXXXXX CAPITAL INVESTMENTS TRUST

By: /S/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx, President