WILLIAMS CAPITAL MANAGEMENT, LLC

Exhibit (d)(4)

XXXXXXXX CAPITAL MANAGEMENT, LLC

TO:	Xxxxxxxx Capital Management Trust
FROM:	XxXxxx Xxxxxxxxxxxx
DATE:	December 3, 2013
RE:	Xxxxxxxx Capital Management Trust – Reimbursements and Waivers

___________________________________________________________________________

Xxxxxxxx Capital Management, LLC (“WCM”), as investment adviser to Xxxxxxxx Capital Management Trust, and its portfolio, Xxxxxxxx Capital Government Money Market Fund (the “Fund”), agrees to waive fees and/or reimburse the Fund for all expenses on an annual basis as shown in the table below, until March 1, 2015.

Fund Name/Class of Shares	Reimbursement	Expiration Date
Xxxxxxxx Capital Government Money Market Fund – Institutional Shares	All expenses in excess of 0.20%	March 1, 2015
Xxxxxxxx Capital Government Money Market Fund – Service Shares	All expenses in excess of 0.45%	March 1, 2015

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.

Sincerely yours,

Xxxxxxxx Capital Management, LLC

By:	/s/ XxXxxx Xxxxxxxxxxxx
Its:	Vice President

Accepted and Agreed:

Xxxxxxxx Capital Management Trust, on behalf of the Fund named above

By:	/s/ XxXxxx Xxxxxxxxxxxx
Its:	Vice President