0000891092-14-001709 Sample Contracts

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.

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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.

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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