EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
EXPENSE
WAIVER AND
REIMBURSEMENT
AGREEMENT
AGREEMENT made this 31st day of July,
2009, between USA MUTUALS, a Delaware statutory trust (the “Trust”), on behalf
of each series of the Trust (each, a Fund,” and collectively, the “Funds”), and
Mutuals Advisors, Inc., a Texas Corporation (the “Advisor”).
WHEREAS, the Advisor has entered into
an Investment Advisory Agreement with the Trust, dated June 14th, 2001,
pursuant to which the Advisor provides, or arranges for the provision of,
investment advisory and management services to each Fund, and for which it is
compensated based on the average daily net assets of each such Fund;
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 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, 2010, with such renewal terms of one (1) year, each measured from the
date of renewal, 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 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.
| USA MUTUALS | MUTUALS ADVISORS, INC. |
| By: /s/ Xxxx Xxxxxx | By: /s/ Xxxx Xxxxxx |
| Name: Xxxx Xxxxxx | Name: Xxxx Xxxxxx |
| Title: President | Title: President |
SCHEDULE
A
Separate
Series of USA MUTUALS
| Name of Series | Expense Cap |
| Generation Wave Growth Fund | 1.75% |
| Vice Fund | 1.85% |
In the
event that a Fund’s operating expenses (including the investment advisory fee
and interest on any borrowings by the Fund, but excluding taxes, interest and
dividends on short sales, brokerage and extraordinary expenses, if any) exceed
the percentage shown above of that Fund’s average daily net assets on an annual
basis, the Advisor 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 Advisor.
As
adopted: July 31, 2009
