USA MUTUALS EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT with USA MUTUALS ADVISORS, INC.
with
USA MUTUALS ADVISORS, INC.
This EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT (“Agreement”) is made this 27th day of May, 2016, by and between USA MUTUALS, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust (each, a Fund,” and collectively, the “Funds”), as indicated on Schedule A to this Agreement, as may be amended from time to time, and USA Mutuals Advisors, Inc., a Texas corporation (the “Advisor”).
WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of an Amended and Restated Investment Advisory Agreement, as amended, between the Trust and the Advisor dated as of the 29th day of July, 2014, (the “Investment Advisory Agreement”); and
WHEREAS, the Funds are responsible for, and have assumed the obligation for, payment of certain expenses pursuant to the Investment Advisory Agreement that have not been assumed by the Advisor; and
WHEREAS, the Trust and the Advisor have determined that it is appropriate and in the best interests of each Fund and its shareholders to limit the total expenses of each Fund of the Trust as listed on Schedule A of the Amended and Restated Investment Advisory Agreement between the Trust and the Advisor, as may be amended from time to time;
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Waiver and Reimbursement by the Advisor. The Advisor agrees to reduce all or a portion of its management fee and, if necessary to bear certain other expenses (to the extent permitted by the Internal Revenue Code of 1986, as amended) of the Funds to the extent necessary to limit the annualized expenses of each Fund to the rates reflected in Schedule A to this Agreement.
2. Duty of Fund to Reimburse. Subject to approval by the Trust’s Board of Trustees (the “Board of Trustees”), each Fund agrees to reimburse the Advisor on a monthly basis such deferred fees, including any expenses borne pursuant to paragraph 1 in later periods; provided, however, that a Fund is not obligated to pay any such deferred fees more than three years after the end of the fiscal year in which the fee was deferred. The Board of Trustees shall review quarterly any reimbursement paid to the Advisor with respect to any Fund in such quarter.
3. Assignment. No assignment of this Agreement shall be made by the Advisor without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall continue in effect until July 31, 2017, with such renewal terms of one (1) year, as may be approved by the Board of Trustees, unless either party shall notify the other party of its desire to terminate this Agreement prior to such renewal. Each such continuance shall be specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as
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defined in the Investment Company Act of 1940, as amended, (the “Disinterested Trustees”), and (ii) have no direct or indirect financial interest in the operation of this Agreement. In the case of a termination of this Agreement by the Trust, such action shall be authorized by resolution of a majority of the Disinterested Trustees or by a vote of the majority of the outstanding voting securities of the Trust. This Agreement shall automatically terminate upon the termination of the Investment Advisory Agreement between the Advisor and the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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USA MUTUALS ADVISORS, INC.
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By: /s/ Xxxxxx X. Xxxxxxxxx
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By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Chairman
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Title: President
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SCHEDULE A
to the
with
USA MUTUALS ADVISORS, INC.
Separate Series of USA MUTUALS
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Name of Series
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Expense Cap
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USA Mutuals Generation Wave Growth Fund
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1.75%
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USA Mutuals Barrier Fund
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1.24%
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USA Mutuals Takeover Targets Fund
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1.25%
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USA Mutuals/WaveFront Hedged Emerging Markets Fund
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1.50%
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USA Mutuals Beating Beta Fund
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1.25%
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In the event that a Fund’s operating expenses (excluding interest on any borrowings by the Fund, taxes, interest and dividends on short sales, brokerage commissions, acquired fund fees and expenses, extraordinary expenses, Rule 12b-1 fees, sub-transfer agency fees, or any other class specific expenses) exceed the percentage shown above of that Fund’s average daily net assets on an annual basis, the Adviser shall reduce the amount of the investment advisory fee or assume expenses of the Fund in the amount of such excess, up to the amount of the investment advisory fee payable by the Fund to the Adviser.
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