Dec. 31, 2012 Pinnacle Value Fund, a series of Bertolet Capital Trust

                                                                                     Dec. 31, 2012

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, Adviser hereby waives compensation for services provided by it under Agreement in the amount necessary so that Fund’s Annual Operating Expenses do not exceed 1.49% of Fund average net assets through April 30, 2014. If, after giving effect to provisions of the preceding sentence, Adviser is not entitled to receive compensation, Adviser will reimburse Fund expenses as necessary so that Fund’s Annual Operating Expenses do not exceed the 1.49% expense ratio cap.

Adviser is entitled to reimbursement of fees waived or expenses reimbursed by Adviser to Fund. Fees waived and expenses reimbursed during a given year may be paid to Adviser during the following 3 year period to the extent payment of such expenses does not cause Fund to exceed the 1.49% expense ratio cap.

Adviser’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 acquired fund fees/expenses, litigation, indemnification or other extraordinary expenses.

                                                                         Very truly yours:

                                                                         XXXXXXXX CAPITAL LLC

                                                                         By:  /s/ Xxxx X. Xxxxxxx

                                                                         President