0001111830-11-000397 Sample Contracts

NCM CAPITAL INVESTMENT TRUST SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Investment Trust • June 28th, 2011 • NCM Capital Investment Trust

This Second Amended and Restated Agreement (the “Agreement”) is made and entered into as of April 29, 2011 by and between the NCM Capital Mid-Cap Growth Fund (the “Fund”), a series of shares of the NCM Capital Investment Trust, a Delaware statutory trust (the “Trust”), and NCM Capital Advisers, Inc., a Delaware corporation (the “Adviser”), and is amending and restating in its entirety that certain Amended and Restated Expense Limitation Agreement (“Amended and Restated Expense Limitation Agreement”) effective January 28, 2010 by and between the Fund and the Adviser.

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