Contract



WHEREAS, the Trust is a Delaware business trust authorized to issue shares in series and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Fund is a series of the Trust;



NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Trust and MCM as follows:

1.
Appointment


2.
Services as Investment Adviser

Subject to the general supervision and direction of the Board of Trustees of the Trust, MCM will (a) manage the Fund in accordance with the Fund’s investment objectives and policies as stated in the Fund’s Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) make investment decisions for the Fund; (c) place purchase and sale orders on behalf of the Fund; and (d) employ portfolio managers and securities analysts to provide research services to the Fund.  In providing those services, MCM will provide the Fund with ongoing research, analysis, advice, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.  In addition, MCM will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.
 
 
3.
Services as Manager

Subject to the general supervision and direction of the Board of Trustees of the Trust, MCM will (a) assist in supervising and managing all aspects of the Fund’s operations; (b) maintain such books and records as an adviser of the Fund may be required by applicable federal or state law, and assist as appropriate in  the maintenance of the Fund’s own books and records by the Fund’s independent administrator and other  third parties approved by the Trust; (c) supply the Fund with office facilities, data processing services, clerical, accounting and bookkeeping services, internal executive and management services, and stationery and office supplies, with the aid of other service providers including the Fund’s independent administrator; (d) prepare, file, and arrange for the distribution of proxy materials and periodic reports to the shareholders of the Fund as required by applicable law or supervise, as the case may be, the preparation, filing, and distribution of proxy materials by third parties including the Fund’s independent administrator to the shareholders of the Fund as required by applicable law; (e) prepare or supervise the preparation by third parties approved by the Trust including the Fund’s independent administrator of all federal, state, and local tax returns and reports of the Fund required by applicable law; (f) prepare and arrange for the filing of such registration statements and other documents as the Securities and Exchange Commission and other federal and state regulatory authorities may require by applicable law, with the aid of other service providers including the Fund’s independent administrator; (g) render to the Board of Trustees of the Trust such periodic and special reports respecting the Fund as the Trustees may reasonably request; and (h) make available its officers and employees to the Board of Trustees and officers of the Trust for consultation and discussions regarding the management of the Fund.
 
4.
Performance of Duties by MCM

(a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees;

(b) use reasonable efforts to manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder;



 


5. 
Documents

The Fund has delivered properly certified or authenticated copies of each of the following documents to MCM and will deliver to it all future amendments and supplements thereto, if any:

(a) certified resolution of the Board of Trustees of the Trust authorizing the appointment of MCM and approving the general form of this Agreement;

(b) the Registration Statement as filed with the Securities and Exchange Commission and any amendments thereto; and


6.
Brokerage

In selecting brokers or dealers to execute transactions on behalf of the Fund, MCM will use its best efforts to seek the best overall terms available.  In assessing the best overall terms available for any Fund transaction, MCM will consider all factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis.  In selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, MCM is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which MCM or its affiliates exercise investment discretion.  In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations, MCM and its affiliates are authorized to effect portfolio transactions for the Fund as agent and to retain usual and customary brokerage commissions on such transactions.

 
7. 
Records


8.
Standard of Care

MCM shall exercise its best judgment in rendering the services under this Agreement.  MCM shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Fund’s shareholders in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect MCM against any liability to the Fund or to its shareholders to which MCM would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of MCM’s reckless disregard of its obligations and duties under this Agreement.  As used in this Section 8, the term “MCM” shall include any officers, directors, employees, or other affiliates of MCM performing services with respect to the Fund.

9.
Compensation


10.
Expenses

MCM will bear all expenses in connection with the performance of its services under this Agreement.  The Fund will bear certain other expenses to be incurred in its operation, including: taxes, interest, brokerage fees and commissions; fees and expenses of Trustees of the Trust who are not officers, directors, or employees of MCM; Securities and Exchange Commission fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents and the independent administrator; the Fund’s proportionate share of insurance premiums; outside auditing and legal expenses; costs of membership in any industry trade groups; costs of maintenance of the Fund’s existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; charges of independent pricing services; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of the shareholders of the Fund and of the officers or Board of Trustees of the Trust; and any extraordinary expenses.  In addition, the Fund will pay distribution fees pursuant to a Distribution Plan adopted under Rule 12b-1 under the 1940 Act.
 
 
11.
Services to Other Companies or Accounts


12.
Reimbursement of Organization Expenses


13.
Duration and Termination

This Agreement shall become effective on December 30, 2010 and shall continue in effect, unless sooner terminated as provided herein,  for two years from such date, and shall continue from year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust or (ii) a vote of a “majority” (as defined in the 0000 Xxx) of the Fund’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Trustees who are not “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.  This Agreement is terminable, without penalty, on sixty (60) days’ written notice by the Board of Trustees of the Trust or by vote of holders of a majority of the Fund’s shares or upon ninety (90) days’ written notice by MCM.  This Agreement will also terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

14.
Amendment

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by an affirmative vote of (i) a majority of the outstanding voting securities of the Fund, and (ii) a majority of the Trustees of the trust, including a majority of Trustees who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
 
 
15.
Use of the Name “Marsico”
Xxxxxxx Capital Management, LLC has consented to and granted a non-exclusive license for the use by the Trust and by each Series thereof to the phrase “Xxxxxxx Capital” or the identifying word “Marsico” in the name of the Trust and of each Series or any logo or symbol authorized by Xxxxxxx Capital.  Such consent is conditioned upon the Trust’s employment of Xxxxxxx Capital or its affiliates as investment adviser to the Trust and to each Series.  As between Xxxxxxx Capital and the Trust, Xxxxxxx Capital shall control the use of such name insofar as such name contains the phrase “Xxxxxxx Capital” or the identifying word “Marsico.” Marsico may from time to time use the phrase “Xxxxxxx Capital” or the identifying word “Marsico” in other connection and for other purposes, including without limitation in the names of other investment companies, corporations or businesses that it may manage, advise, sponsor or own or in which it may have a financial interest.  Xxxxxxx Capital may require the Trust or any Series to cease using the phrase “Xxxxxxx Capital” or the identifying word “Marsico” in the name of the Trust or any Series or any logo or symbol authorized by Xxxxxxx Capital if the Trust or Series ceases to employ Xxxxxxx Capital or an affiliate thereof as investment adviser.

16.
Miscellaneous

(a) This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.

(b) Titles or captions of Sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions thereof.




 
 
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below effectives as of the day and year first above written.

 
 
on behalf of the Marsico Emerging Markets
 
Fund
   
 
By:
 /s/ Xxxx X. Xxxxxx  
     
 
Name:
Xxxx X. Xxxxxx
  
     
 
Title:
Vice President, Secretary and Treasurer
  
     
 
     
 
By:
 /s/ Xxxxxxxxxxx X. Xxxxxxx  
     
 
Name:
 Xxxxxxxxxxx X. Xxxxxxx  
     
 
Title:
 President  
 
 
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Filed: December 28th, 2010
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