EXPENSE LIMITATION AGREEMENT
----------------------------
ALPHAMARK ADVISORS, LLC
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxx, Xxxxxxxx 00000
September __, 0000
XxxxxXxxx Investment Trust
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
AlphaMark Advisors, LLC confirms our agreement with you as follows:
1. You are an open-end management investment company registered under the
Investment Company Act of 1940 (the "Act") and are authorized to issue shares of
separate series (funds), with each fund having its own investment objective,
policies and restrictions. You propose to engage in the business of investing
and reinvesting the assets of AlphaMark Large Cap Growth Fund (the "Fund") in
accordance with applicable limitations. Pursuant to an Investment Advisory
Agreement dated as of September __, 2008 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such assets.
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund, including but not
limited to the fees ("Advisory Fees") payable to us under the Advisory Agreement
(the "Limitation"). Under the Limitation, we agree that, for a three year period
beginning with the Fund's public offering, such expenses shall not exceed a
percentage (the "Percentage Expense Limitation") of the average daily net assets
of the Fund equal to 1.50% on an annualized basis. To determine our liability
for the Fund's expenses in excess of the Percentage Expense Limitation, the
amount of allowable fiscal-year-to-date expenses shall be
computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year of the Fund, or limitation period,
if shorter the ("Prorated Limitation"). The Prorated Limitation shall be
compared to the expenses of the Fund recorded through the current day in order
to produce the allowable expenses to be recorded for the current day (the
"Allowable Expenses"). Allowable Expenses include all the Fund's ordinary
operating expenses excluding brokerage costs, taxes, interest, costs to organize
the Fund and extraordinary expenses. If Advisory Fees and other expenses of the
Fund for the current day exceed the Allowable Expenses, Advisory Fees for the
current day shall be reduced by such excess ("Unaccrued Fees"). In the event
such excess exceeds the amount due as Advisory Fees, we shall be responsible to
the Fund to pay or absorb the additional excess ("Other Expenses Exceeding
Limit"). If there are cumulative Unaccrued Fees or cumulative Other Expenses
Exceeding Limit, these amounts shall be paid to us by you subject to the
following conditions: (1) no such payment shall be made to us with respect to
Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund's aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement, nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of your expenses incurred after the Limitation
period, or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund. This Agreement may be terminated by either party hereto upon not less than
60 days' prior written notice to the other party, provided, however, that (1) we
may not terminate this Agreement without the approval of your Board of Trustees,
and (2) this Agreement will terminate automatically if, as and when we cease to
serve as investment adviser of the
Fund. Upon the termination or expiration hereof, we shall have no claim against
you for any amounts not previously reimbursed to us pursuant to the provisions
of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of Ohio, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALPHAMARK ADVISORS, LLC
By:
------------------------------------
Agreed to and accepted as of
the date first set forth above.
ALPHAMARK INVESTMENT TRUST
By:
------------------------------
EXPENSE LIMITATION AGREEMENT
----------------------------
ALPHAMARK ADVISORS, LLC
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxx, Xxxxxxxx 00000
September __, 0000
XxxxxXxxx Investment Trust
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
AlphaMark Advisors, LLC confirms our agreement with you as follows:
1. You are an open-end management investment company registered under the
Investment Company Act of 1940 (the "Act") and are authorized to issue shares of
separate series (funds), with each fund having its own investment objective,
policies and restrictions. You propose to engage in the business of investing
and reinvesting the assets of AlphaMark Small Cap Growth Fund (the "Fund") in
accordance with applicable limitations. Pursuant to an Investment Advisory
Agreement dated as of September __, 2008 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such assets.
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund, including but not
limited to the fees ("Advisory Fees") payable to us under the Advisory Agreement
(the "Limitation"). Under the Limitation, we agree that, for a three year period
beginning with the Fund's public offering, such expenses shall not exceed a
percentage (the "Percentage Expense Limitation") of the average daily net assets
of the Fund equal to 1.50% on an annualized basis. To determine our liability
for the Fund's expenses in excess of the Percentage Expense Limitation, the
amount of allowable fiscal-year-to-date expenses shall be
computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year of the Fund, or limitation period,
if shorter the ("Prorated Limitation"). The Prorated Limitation shall be
compared to the expenses of the Fund recorded through the current day in order
to produce the allowable expenses to be recorded for the current day (the
"Allowable Expenses"). Allowable Expenses include all the Fund's ordinary
operating expenses excluding brokerage costs, taxes, interest, costs to organize
the Fund and extraordinary expenses. If Advisory Fees and other expenses of the
Fund for the current day exceed the Allowable Expenses, Advisory Fees for the
current day shall be reduced by such excess ("Unaccrued Fees"). In the event
such excess exceeds the amount due as Advisory Fees, we shall be responsible to
the Fund to pay or absorb the additional excess ("Other Expenses Exceeding
Limit"). If there are cumulative Unaccrued Fees or cumulative Other Expenses
Exceeding Limit, these amounts shall be paid to us by you subject to the
following conditions: (1) no such payment shall be made to us with respect to
Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund's aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement, nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of your expenses incurred after the Limitation
period, or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund. This Agreement may be terminated by either party hereto upon not less than
60 days' prior written notice to the other party, provided, however, that (1) we
may not terminate this Agreement without the approval of your Board of Trustees,
and (2) this Agreement will terminate automatically if, as and when we cease to
serve as investment adviser of the
Fund. Upon the termination or expiration hereof, we shall have no claim against
you for any amounts not previously reimbursed to us pursuant to the provisions
of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of Ohio, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALPHAMARK ADVISORS, LLC
By:
------------------------------------
Agreed to and accepted as of
the date first set forth above.
ALPHAMARK INVESTMENT TRUST
By:
------------------------------
