Altegris Advisors, L.L.C. Suite 400 La Jolla, CA 92037
Exhibit 99.(k)(2)
Altegris Advisors, L.L.C.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
As of August 21, 2017
Altegris KKR Commitments Master Fund
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Re: Expense Limitation and Reimbursement Agreement
Ladies and Gentlemen:
Altegris Advisors, L.L.C. (the “Adviser”) hereby confirms its agreement as follows in respect of Altegris KKR Commitments Master Fund (the “Fund”):
1. Expense Limitation. For the period from August 1, 2017 through September 1, 2018 (the “Limitation Period”), subject to the terms hereof, the Adviser agrees that, except as provided in Section 2 below, it will pay, absorb or reimburse “Specified Expenses” (as such term is used in the requirements with respect to Fee Table set forth in Form N-2) of the Fund, to the extent necessary so that, for any fiscal year, the Fund’s Specified Expenses: in respect of Class A shares do not exceed 0.55% per annum of the Fund’s net assets attributable to Class A; and in respect of Class I shares do not exceed 0.55% per annum of the Fund’s net assets attributable to Class I (each an “Expense Limitation”). In any month, the Adviser shall reimburse the Fund for Specified Expenses over an Expense Limitation for the fiscal year in which such month occurs by directly reimbursing the Fund for any excess Specified Expenses over such Expense Limitation. For purposes of this letter agreement, the month-end value of the Fund’s net assets attributable to a Class will be determined in a manner consistent with the Fund’s Prospectus.
2. Specified Expenses. Each Expense Limitation applies only to the Fund’s Specified Expenses, which include all expenses incurred in the business of the Fund, provided that the following expenses are excluded from the definition of Specified Expenses: (i) the Management Fee and underlying Investment Fund expenses (including contribution requirements for investments, expenses and management fees); (ii) interest expense and any other expenses incurred in connection with the Fund’s credit facility; (iii) expenses incurred in connection with secondary offerings and Co-Investment Opportunities and other investment-related expenses of the Fund; (iv) Distribution and Servicing Fees in respect of any Class of shares (v) taxes; and (vi) extraordinary expenses.
3. Term. This letter agreement will remain in effect throughout the Limitation Period, unless terminated by the Fund’s Board of Trustees upon thirty (30) days written notice to the Adviser. This Agreement may be renewed by the mutual agreement of the Adviser and the Fund for successive terms. Unless so renewed, this Agreement will terminate automatically at the end of the Limitation Period. This Agreement will also terminate automatically upon the termination of the Investment Advisory Agreement, between the Fund and the Adviser unless a new investment advisory agreement with the Adviser (or with an affiliate under common control with the Adviser) becomes effective upon such termination.
4. Excess Expenses. In consideration of the Adviser’s agreement as provided herein, the Fund agrees to carry forward the amount of the foregone Specified Expenses in respect of the applicable Class of shares paid, absorbed, or reimbursed by the Adviser, for a period not to exceed three years from the date on which such expenses were paid by the Adviser (“Excess Expenses”) and to reimburse the Adviser in the amount of such Excess Expenses as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses in respect of the applicable Class of shares have fallen to a level below the Expense Limitation of the Class and the reimbursement amount does not raise the level of Specified Expenses in respect of the applicable Class of shares in the month the reimbursement is being made to a level that exceeds the Expense Limitation of the Class (or such other Expense Limitation as may be in effect at the time). For purposes of the preceding sentence, “Excess Expenses” in respect of the Fund’s Class A shares shall be deemed to include any “Specified Expenses” paid, absorbed or reimbursed by the Adviser in respect of Altegris KKR Commitments Fund (the “Feeder Fund”), a feeder fund that invested all or substantially all its assets in the Fund that was liquidated upon the Fund’s issuance of Class A shares, and not reimbursed by the Feeder Fund to the Adviser. For the avoidance of doubt, if in respect of the applicable Class of shares, at the end of any fiscal year in which the Fund has reimbursed the Adviser for any Excess Expenses, the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation (or such other Expense Limitation as may be in effect at the time) of the Class, the Adviser shall promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Fund’s Specified Expenses in respect of the applicable Class of shares for such fiscal year exceed the Expense Limitation of the Class (or such other Expense Limitation as may be in effect at the time); and (ii) the amount of reimbursements for Excess Expenses in respect of the applicable Class of shares paid by the Fund to the Adviser in such fiscal year. Any payment by the Adviser to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. The Adviser’s obligations under this Section 4 shall survive termination of this letter agreement.
5. Entire Agreement; Amendment. This letter agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements between the parties hereto relating to the matters contained herein and may not be modified, waived or terminated orally and may only be amended by an agreement in writing signed by the parties hereto.
6. Construction and Forum. This letter agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any New York State court or Federal court of the United States of America sitting in New York, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court.
7. Counterparts. This letter agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but the several counterparts shall together constitute but one and the same agreement of the parties hereto.
8. Severability. If any one or more of the covenants, agreements, provisions or texts of this letter agreement shall be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this letter agreement and shall in no way affect the validity or enforceability of the other provisions of this letter agreement.
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