Expense Limitation Agreement
Exhibit (k)(2)
September 17, 2024
83 Investment Group Income Fund
00000 Xxxxxx Xxxx
Suite 200
Calabasas, CA 91301
Dear Board Members:
You have engaged us to act as the investment adviser to the 83 Investment Group Income Fund (the “Trust” or the “Fund”), pursuant to a Management Agreement dated as of September 17, 2024 (“Management Agreement”).
Commencing with the beginning of the term of the Management Agreement through at least July 31, 2026, subject to the consideration and approval of the Management Agreement by the Trust’s Board of Trustees (the “Board”), we agree to waive management fees and/or reimburse the Fund for expenses the Fund incurs, but only to the extent necessary to maintain the Fund’s total annual operating expenses after fee waivers and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto.
Additionally, the Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by M83 Investment Group, LLC (the “Adviser”). Furthermore, the Expense Limitation Agreement may not be terminated by the Adviser, but may be terminated by the Board, on written notice to the Adviser. The Expense Limitation Agreement will automatically terminate with respect to the Fund if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement’s termination for the Fund (except that the Adviser shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of the Adviser). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Any waiver or reimbursement by us is subject to repayment by the Fund provided the Adviser continues to serve as investment adviser to the Fund and subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date in which they were incurred; and (2) the reimbursement may not be made if it would cause the lesser of the Expense Limitation in place at the time of waiver or at the time of reimbursement to be exceeded.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
| Yours Very Truly, | ||
| M83 Investment Group, LLC | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Manager | |
ACCEPTANCE:
The foregoing Agreement is hereby accepted.
| 83 INVESTMENT GROUP INCOME FUND | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | President and Principal Executive Officer | |
Appendix A
| Fund | Percentage of Average Daily Net Assets attributable to that class |
| 83 Investment Group Income Fund | |
| Class I | 2.95% |
A-1
