May. 1, 2023 Pinnacle Value Fund, a series of Bertolet Capital Trust

                                                                                    May. 1, 2023

Pinnacle Value Fund, a series of Xxxxxxxx Capital Trust

745 Fifth- 2400

New York, NY  10151

Re: Fee waiver & expense reimbursement (expense cap)

Gentlemen;

Reference is made to the Investment Advisory Agreement dated Mar. 22, 2003 (Agreement) and amended Oct. 30, 2007 between Xxxxxxxx Capital Trust on behalf of the Pinnacle Value Fund (Fund) and Xxxxxxxx Capital LLC (Adviser).

With respect to provisions of Section 4 (Investment Advisory Fee) of Agreement, Advisor agrees to waive compensation for services provided by it under Agreement in amount necessary so that Fund’s Annual Operating Expenses do not exceed 1.24% of Fund average net assets through April 30, 2024. If, after giving effect to provisions of the preceding sentence, Advisor is not entitled to receive compensation, Advisor will reimburse Fund expenses as necessary so that Fund’s Annual Operating Expenses do not exceed the 1.24% expense ratio cap.  

Advisor is entitled to reimbursement of fees waived or expenses reimbursed by Advisor to Fund. Fees waived and expenses reimbursed during a given year may be paid to Advisor during the following 3 year period to the extent such payment does not cause Fund to exceed the 1.24% expense ratio cap.

Advisor’s obligation to waive fees or reimburse expenses shall not apply to any period when Adviser is not rendering services to Fund.

For purposes of this Agreement, the term Annual Operating Expenses shall include all expenses necessary and appropriate for Fund operation including investment advisory fee under Section 4 of Agreement but does not include any 12b-1 distribution fees, acquired fund fees/expenses, litigation, indemnification or other extraordinary expenses.

Accepted:                                                                         Very truly yours:

XXXXXXXX CAPITAL TRUST                                     XXXXXXXX CAPITAL LLC

By/s/:_______________________

By/s/:_____________________

      Xxxx X. Xxxxxxx                                                              Xxxx X. Xxxxxxx

      President                                                                         President