Exhibit (k)(iii)

 

SUB-ADVISORY FEE WAIVER AGREEMENT

 

This SUB-ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of [ ], by and between PPB, Advisors, LLC (the “Adviser”), Madison Avenue Financial Solutions, LLC (the “Sub-Adviser”), and The Bahnsen Group Alternative Core Solutions Fund (the “Trust”). The Trust, the Adviser, and the Sub-Adviser are referred to herein as the “Parties.”

 

BACKGROUND:

 

  A. The Trust is organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and engages in the business of investing and reinvesting its assets in securities and other investments.

 

  B. The Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment advisory services.

 

  C. The Trust has selected the Sub-Adviser to serve as the investment sub-adviser for the Fund pursuant to an investment sub-advisory agreement between the Trust, the Adviser, and the Sub-Adviser (the “Sub-Advisory Agreement”).

 

  D. The Parties desire to enter into this fee waiver agreement.

 

  E. This Background section is hereby incorporated by reference into and made a part of this Agreement.

 

TERMS:

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the Parties hereto intending to be legally bound, it is agreed as follows:

 

1. Fee Waiver. During the Term (as defined in Section 3 below), the Sub-Adviser shall waive all of its sub-advisory fee under the Sub-Advisory Agreement with respect to the Trust as set forth in Schedule A attached hereto (the “Fee Waiver”).

 

2. Term; Termination.

 

2.1 Term. The term (“Term”) of this Agreement and the Fee Waiver shall begin on the date hereof and end after the close of business on the date indicated on Schedule A (or such other date as agreed to in writing between the Sub-Adviser and the Trust) unless this Agreement and the Fee Waiver are earlier terminated in accordance with Section 3.2. The Fee Waiver shall terminate at the end of the Term unless the Sub-Adviser, in its sole and absolute discretion, elects in writing to renew this Agreement and the Fee Waiver prior to the end of the most recent Term.

 

2.2 Early Termination. The Fee Waiver shall terminate prior to the end of the Term upon a writing duly executed by the Sub-Adviser and the Trust affirmatively terminating the Fee Waiver, provided that the termination is specifically approved by a majority of the Trustees of the Trust who are not “interested persons” as defined in the 1940 Act.

 

3. Entire Agreement; Modification; Amendment. This Agreement constitutes the complete understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the enforceability of any such other provision or agreement. No modification or amendment of this Agreement shall be binding unless in writing and executed by the Parties.

 

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

 

THE BAHNSEN GROUP ALTERNATIVE CORE SOLUTIONS FUND  
     
By:    
Name: Michael Weckwerth  
Title: President  
     
MADISON AVENUE FINANCIAL SOLUTIONS, LLC  
     
By:    
Name: [   ]  
Title: [   ]  
     
PPB ADVISORS, LLC  
     
By:    
Name: Brendan Lake  
Title: President  

 

2

 

 

SCHEDULE A

 

SUB-ADVISORY FEE WAIVER AGREEMENT

 

Term: 1 year (subject to renewal)

 

Fee Waiver applicable during the Term:

 

Sub-Advisory
Fee Rate
  Fee Waiver   Sub-Advisory Fee
Rate
 after Waiver
0.85%   0.85%   0.00%

 

Sch. A-1