EXPENSE LIMITATION AGREEMENT MARKMAN MULTIFUND TRUST
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MULTIFUND TRUST
EXPENSE
LIMITATION AGREEMENT, effective as of September 12, 2008 by and between ▇▇▇▇▇▇▇
Capital Management, Inc. (the “Adviser”) and ▇▇▇▇▇▇▇ MultiFund Trust (the
“Trust”), on behalf of the ▇▇▇▇▇▇▇ Global Build-Out Fund (the “Fund”), a series
of the Trust.
WHEREAS,
the Trust is a Massachusetts business trust organized under an Agreement and
Declaration of Trust (“Declaration of Trust”), and is registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end
management company of the series type, and each fund is a series of the Trust;
and
WHEREAS,
the Trust and the Adviser have entered into an Advisory Agreement dated December
30, 2002 (the “Advisory Agreement”), pursuant to which the Adviser provides
investment advisory services to the Fund, which may be amended from time to
time, for compensation based on the value of the average daily net assets of
the
Fund; and
WHEREAS,
the Trust and the Adviser have determined that it is appropriate and in the
best
interests of the Fund and its shareholders to maintain the expenses of the
Fund,
and, therefore, have entered into this Expense Limitation Agreement (the
“Agreement”), in order to maintain the expense ratio of the Fund at the level
specified in Section 1.2 hereto; and
NOW
THEREFORE, the parties hereto agree that the Agreement provides as
follows:
1. Expense
Limitation.
1.1 Applicable
Expense Limit.
To the
extent that the aggregate expenses of every character incurred by the Fund
in
any fiscal year, including but not limited to advisory fees of the Adviser
(but
excluding interest, taxes, brokerage commissions, other expenditures which
are
capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business, and amounts, if any, payable pursuant to a plan adopted in accordance
with Rule 12b-1 under the 1940 Act, if any) (“Fund Operating Expenses”), exceed
the Operating Expense Limit, as defined in Section 1.2 below, such excess amount
(the “Excess Amount”) shall be the liability of the Adviser.
1.2 Reimbursement.
The
Fund is responsible for its own operating expenses. Any fees withheld or
voluntarily reduced and any Fund expenses absorbed by the Adviser pursuant
to
the agreed upon expense cap which are the Fund's obligation are subject to
reimbursement by the Fund to the Adviser, if so requested by the Adviser, in
subsequent fiscal years if the aggregate amount actually paid by the Fund toward
the operating expenses for such fiscal year (taking into account the
reimbursement) does not exceed the applicable limitation on Fund expenses.
The
Adviser is permitted to be reimbursed only for fee reductions and expense
payments made in the previous three fiscal years. Any such reimbursement is
also
contingent upon the Board of Trustees' review and approval at the time the
reimbursement is made. Such reimbursement may not be paid prior to the Fund's
payment of current ordinary operating expenses.
1.3 Operating
Expense Limit.
The
maximum Operating Expense Limit in any year with respect to the Fund shall
be
0.95% of the average daily net assets of the Fund.
1.4 Method
of Computation.
To
determine the Adviser’s liability with respect to the Excess Amount, each month
the Fund Operating Expenses shall be annualized as of the last day of the month.
If the annualized Fund Operating Expenses for any month exceed the Fund’s
Operating Expense Limit, the Adviser shall waive or reduce its advisory fee
for
such month by an amount, or remit an amount to the Fund, sufficient to reduce
the annualized Fund Operating Expenses to an amount no higher than the Operating
Expense Limit.
1.5 Year-End
Adjustment.
If
necessary, on or before the last day of the first month of each fiscal year,
an
adjustment payment shall be made by the appropriate party in order that the
amount of the advisory fees waived or reduced and other payments remitted by
the
Adviser to the Fund with respect to the previous fiscal year shall equal the
Excess Amount.
2. Term
and Termination of Agreement.
This
Agreement shall continue in effect through the end of the fiscal year 2009
and
from year to year thereafter provided each such continuance is specifically
approved by a majority of the Trustees of the Trust. This Agreement shall
terminate automatically upon the termination of the Advisory
Agreement.
3. Miscellaneous.
3.1 Captions.
The
captions in this Agreement are included for convenience of reference only and
in
no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
3.2 Interpretation.
Nothing
herein contained shall be deemed to require the Trust or the Fund to take any
action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Trust’s Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Trust or
the
Fund.
3.3 Definitions.
Any
question of interpretation of any term or provision of this Agreement, including
but not limited to the advisory fee, the computations of net asset values,
and
the allocation of expenses, having a counterpart in or otherwise derived from
the terms and provisions of the Advisory Agreement or the 1940 Act, shall have
the same meaning as and be resolved by reference to such Advisory Agreement
or
the 1940 Act.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly, as of the day and year first above
written.
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MULTIFUND TRUST
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ON
BEHALF OF ▇▇▇▇▇▇▇
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GLOBAL
BUILD-OUT FUND
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By:_/s/
▇▇▇▇▇▇ ▇.
Markman______________________________
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▇. ▇▇▇▇▇▇▇
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President
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CAPITAL MANAGEMENT, INC.
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By:_/s/
▇▇▇▇▇▇ ▇.
Marman______________________________
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▇. ▇▇▇▇▇▇▇
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President
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