November 30, 2017 Board of Trustees The Marsico Investment Fund
November 30, 2017
Board of Trustees
0000 00xx Xxxxxx, Xxxxx 0000
Denver, Colorado 80202
Re: Expense Limitation Letter Agreement
Dear Board Members:
This letter agreement supersedes and replaces a previous letter agreement dated January 30, 2017 by and between Xxxxxxx Capital Management, LLC ("MCM") and The Marsico Investment Fund (“Xxxxxxx Funds”) regarding expense limitations applicable to the Xxxxxxx Funds, which was to have remained in effect through January 31, 2018. With the consent of the parties, this letter agreement further reduces expense limitations as discussed below. MCM may recoup amounts previously waived or reimbursed under previous expense limitations to the extent permitted by the first paragraph on the next page.
This letter will confirm our agreement that, effective on and after December 1, 2017, in the event that the annualized ratio of total ordinary operating expenses (excluding taxes, interest, Acquired Fund(1) fees and expenses, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments) to average daily net assets of the Xxxxxxx Focus Fund, the Xxxxxxx Growth Fund, the Marsico 21st Century Fund, the Xxxxxxx International Opportunities Fund, the Marsico Flexible Capital Fund, and the Xxxxxxx Global Fund (the "Funds") calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentage set forth below, MCM will waive fees or reimburse that Fund's expenses in the amount of such excess:
| Fund | Expense Limit |
| Focus Fund | 1.45% |
| Growth Fund | 1.45% |
| 21st Century Fund | 1.45% |
| International Opportunities Fund | 1.50% |
| Flexible Capital Fund | 1.45% |
| Global Fund | 1.50% |
| (1) | The Funds from time to time may invest in affiliated or unaffiliated money market funds or other investment companies such as exchange-traded funds (ETFs). Such underlying investments collectively are referred to herein as "Acquired Funds." |
Board of Trustees
Page 2 of 3
MCM shall be entitled to recoup from a Fund any fees previously waived and/or expenses previously reimbursed by MCM with respect to that Fund pursuant to this arrangement (including waivers or reimbursements under previous expense limitations), if (1) such recoupment by MCM does not cause the Fund, at the time of recoupment, to exceed the lesser of (a) the expense limitation in effect at the time the relevant amount was waived and/or reimbursed, or (b) the expense limitation in effect at the time of the proposed recoupment, and (2) the recoupment is made within three years after the fiscal year-end date as of which the amount to be waived or reimbursed was determined and the waiver or reimbursement occurred. Recoupment by MCM from a Fund of any fees waived or expenses reimbursed shall apply first to MCM waivers or expense reimbursements made during the current fiscal year, second to MCM waivers or expense reimbursements made during the earliest available fiscal year, and thereafter apply in order to MCM waivers or expense reimbursements made during each successive fiscal year thereafter.
MCM's undertaking to waive fees and reimburse expenses as stated above may not be terminated prior to January 31, 2019 without the consent of the Board of Trustees of the Xxxxxxx Funds. Thereafter, however, MCM's undertaking is voluntary and therefore may be terminated or modified by MCM with respect to one or more of the Funds, upon giving fifteen (15) days prior notice to the Funds and their administrator; provided, however, no such modification will be made in a manner inconsistent with the terms of the current prospectus.
The foregoing expense limitation letter agreement is an annual, not monthly, expense limitation. The expense limitation shall be based on the fiscal years of the Funds.
As noted above, this expense limitation letter agreement supersedes and replaces any prior agreement regarding expense limitations.
Board of Trustees
Page 3 of 3
MCM authorizes the Funds and their administrator to reduce MCM's advisory fee to the extent necessary to effectuate the limitations stated above. In the event accrued expenses exceed the limitations stated above after the reduction in MCM's advisory fee, MCM authorizes the Funds and their administrator to invoice MCM for the difference. MCM will pay to the Funds any such amounts promptly after receipt of an invoice.
XXXXXXX CAPITAL MANAGEMENT, LLC
| By: | /s/ Xxxx X. Xxxxxx |
| Name: | Xxxx X. Xxxxxx |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |
| ACKNOWLEDGED: | ||
| THE MARSICO INVESTMENT FUND | ||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxxx | |
| Title: | Executive Vice President and | |
| Chief Operating Officer | ||
