EXPENSE LIMITATION AGREEMENT
▇▇▇▇▇▇▇ MULTIFUND TRUST
EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2007 by and between
▇▇▇▇▇▇▇ Capital Management, Inc. (the "Adviser") and ▇▇▇▇▇▇▇ MultiFund Trust
(the "Trust"), on behalf of the ▇▇▇▇▇▇▇ Core Growth 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 May 1, 2005 (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's Class A Shares, and, therefore, have entered into this
Expense Limitation Agreement (the "Agreement"), in order to maintain the expense
ratio of the Class A Shares 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 Class A Shares 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 Class A Shares' business, and amounts, if
any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the
1940 Act, if any) ("Class 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 Class A Shares expenses
absorbed by the Adviser pursuant to the agreed upon expense cap which are the
Class A Shares' obligation are subject to reimbursement by the Class A Shares to
the Adviser, if so requested by the Adviser, in subsequent fiscal years if the
aggregate amount actually paid by the Class A Shares toward the operating
expenses for such fiscal year (taking into account the reimbursement) does not
exceed the applicable limitation on Class A Shares 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 Class A Shares payment of
current ordinary operating expenses.
1.3 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to the Class A Shares shall be 1.49% of the average daily net
assets of the Class.
1.4 Method of Computation. To determine the Adviser's liability with
respect to the Excess Amount, each month the Class Operating Expenses shall be
annualized as of the last day of the month. If the annualized Class Operating
Expenses for any month exceed the Class A Shares' Operating Expense Limit, the
Adviser shall waive or reduce its advisory fee for such month by an amount, or
remit an amount to the Class A Shares, sufficient to reduce the annualized Class
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 Class A Shares with
respect to the previous fiscal year shall equal the Excess Amount.
2. Term and Termination of Agreement.
This Agreement shall continue in effect until May 1, 2008 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.
▇▇▇▇▇▇▇ MULTIFUND TRUST
ON BEHALF OF ▇▇▇▇▇▇▇ CORE
GROWTH FUND CLASS A SHARES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
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