Third Amended and Restated Expense Limitation and Reimbursement Agreement
Exhibit (g)(2)
Third Amended and Restated Expense Limitation and Reimbursement Agreement
| To: |
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Dear Board Members:
You have engaged us to act as the sole investment adviser to the Princeton Private Investment Fund (the “Trust” or the “Fund”), pursuant to a Management Agreement dated on or about September 26, 2014.
From the effective date of the Fund until May 31, 2018 (the “Limitation Period”), we agree to limit the amount of “Specified Expenses” (as described below) borne by the Fund during the Limitation Period to an amount not to exceed 0.75% per annum of each of the Class A Shares’, Class I Shares’, Class T Shares’, Class II Shares’, Class AA Shares’, or Class C Shares’ net assets (the “Expense Cap”), and pay or reimburse the Fund for any Specified Expenses in excess of the Expense Cap. The Limitation Period may be extended by us for successive twelve-month periods, provided that such extension is approved by a majority of the Trustees of the Trust. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, provided that the following expenses are excluded from the definition of Specified Expenses: the Fund’s direct expenses or proportional share of (i) fees, expenses, allocations, carried interests, etc. of any underlying funds in which the Fund invests (including all acquired fund fees and expenses), (ii) transaction costs, including legal costs and brokerage commissions, of the Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments, (iii) interest payments incurred by the Fund, (iv) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund, (v) taxes of the Fund, (vi) extraordinary expenses (as determined in our sole discretion) of the Fund, which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses, (vii) the distribution and service fees paid by the Fund with respect to a share class, and (viii) our fees under the Management Agreement and any other investment management fee paid by the Fund. “Extraordinary expenses” are expenses incurred outside of the ordinary course of business, including, without limitation, litigation or indemnification expenses, excise taxes, and costs incurred in connection with holding and/or soliciting proxies for a meeting of Investors.
Additionally, this Expense Limitation Agreement may not be terminated by Princeton Fund Advisors, LLC, but may be terminated by the Fund’s Board of Trustees, on written notice to Princeton Fund Advisors, LLC. This Agreement will automatically terminate, with respect to the Fund if the Management Agreement for the Fund is terminated. Any payment or reimbursement by us is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, even if the repayment occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the lower of this Expense Cap, or the then-current expense limitation, and the reimbursement amount does not raise the level of Specified Expenses in the month the repayment is being made to a level that
exceeds the lower of this Expense Cap, or the then-current expense limitation. The right to repayment shall survive termination or expiration of this Agreement or the Management Agreement, unless waived by Princeton Fund Advisors, LLC.
This Agreement amends and restates the Second Amended and Restated Expense Limitation and Reimbursement Agreement between the parties dated September 23, 2015.
| Princeton Fund Advisors, LLC |
ACCEPTANCE: Princeton Private Investment Fund | |||
|
By:/s/ Xxxxxxx Sabre |
By:/s/ Xxxx X. Sabre | |||
| Name: Xxxxxxx Sabre |
Xxxx X. Sabre | |||
| Title: Chief Financial Officer |
Trustee and President | |||
| Date: July 7, 2016 |
Date: July 7, 2016 | |||
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