TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT Geneva Advisors All Cap Growth Fund
Geneva
Advisors All Cap Growth Fund
THIS
OPERATING EXPENSES LIMITATION AGREEMENT
(the “Agreement”) is effective as of the 20th
day of October, 2006, by and between Trust for Professional Managers, (the
“Trust”), on behalf of Geneva Advisors All Cap Growth Fund (the “Fund”), a
series of the Trust, and the Investment Adviser of the Fund, Geneva Investment
Management of Chicago LLC (the “Adviser”).
WITNESSETH:
WHEREAS,
the Adviser renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Adviser
dated as of the 20th
day of October 2006, (the “Investment Advisory Agreement”); and
WHEREAS,
the Fund, and each of its respective classes, if any, is responsible for, and
has assumed the obligation for, payment of certain expenses pursuant to the
Investment Advisory Agreement that have not been assumed by the Adviser; and
WHEREAS,
the Adviser desires to limit the Fund’s Operating Expenses (as that term is
defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions
of this Agreement, and the Trust (on behalf of the Fund) desires to allow the
Adviser to implement those limits;
NOW
THEREFORE,
in consideration of the covenants and the mutual promises hereinafter set forth,
the parties, intending to be legally bound hereby, mutually agree as follows:
1.
LIMIT ON OPERATING EXPENSES.
The Adviser hereby agrees to limit the Fund’s current Operating Expenses to an
annual rate, expressed as a percentage of the Fund’s respective average annual
net assets to the amounts listed in Appendix A (the “Annual Limits”). In the
event that the current Operating Expenses of a Fund, as accrued each month,
exceed its Annual Limit, the Adviser will pay to the Fund, on a monthly basis,
the excess expense within 30 days of being notified that an excess expense
payment is due.
2.
DEFINITION.
For purposes of this Agreement, the term “Operating Expenses” with respect to
the Fund, is defined to include all expenses necessary or appropriate for the
operation of the Fund and each of its classes, if any, including the Adviser’s
investment advisory or management fee detailed in the Investment Advisory
Agreement, any Rule 12b-1 fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred
loads, taxes, leverage, interest, brokerage commissions, expenses incurred
in
connection with any merger or reorganization, or extraordinary expenses such
as
litigation.
3.
REIMBURSEMENT OF FEES AND EXPENSES.
The Adviser retains its right to receive reimbursement of any excess expense
payments paid by it pursuant to this Agreement under the same terms and
conditions as it is permitted to receive reimbursement of reductions of its
investment management fee under the Investment Advisory Agreement.
4.
TERM.
This Agreement shall become effective with respect to the Fund at the time
the
Fund commences operations pursuant to an effective amendment to the Trust’s
Registration Statement under the Securities Act of 1933, as amended, to August
31, 2008, unless sooner terminated by either of the parties hereto upon written
notice to the other of not less than five days. This Agreement shall
automatically terminate upon the termination of the Investment Advisory
Agreement.
5.
TERMINATION.
This Agreement may be terminated at any time, and without payment of any
penalty, by the Board of Trustees of the Trust (the “Board of Trustees”), on
behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This
Agreement may not be terminated by the Adviser without the consent of the Board
of Trustees, which consent will not be unreasonably withheld. This Agreement
will automatically terminate if the Investment Advisory Agreement is terminated,
with such termination effective upon the effective date of the Investment
Advisory Agreement’s termination.
6.
ASSIGNMENT.
This Agreement and all rights and obligations hereunder may not be assigned
without the written consent of the other party.
7.
SEVERABILITY.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
8.
GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with, the
laws
of the State of Wisconsin without giving effect to the conflict of laws
principles thereof; provided that nothing herein shall be construed to preempt,
or to be inconsistent with, any federal law, regulation or rule, including
the
Investment Company Act of 1940, and the Investment Advisers Act of 1940, and
any
rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and attested
by their duly authorized officers, all on the day and year first above written.
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on
behalf of
Geneva
Advisors All Cap Growth Fund
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GENEVA
INVESTMENT MANAGEMENT OF CHICAGO LLC
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By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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By: /s/
▇▇▇▇
▇▇▇▇▇
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Name:
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇
▇▇▇▇▇
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Title:
President
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Title: Principal
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Appendix
A
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Fund/Share
Class
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Operating
Expense Limit
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Geneva
Advisors All Cap Growth Fund (Retail Class)
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1.50%
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Geneva
Advisors All Cap Growth Fund (Institutional Class)
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1.25%
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