TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT SEASCAPE FOCUS GROWTH FUND
SEASCAPE
FOCUS GROWTH FUND
THIS
OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective
as of the 26th day of June, 2007, by and between Trust for Professional
Managers, (the “Trust”), on behalf of the Seascape Focus Growth Fund (the
“Fund”), a series of the Trust, and Seascape Capital Management, LLC, the
investment adviser to the Fund (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 26th day of June, 2007, (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, and
shall continue for an initial term of three years from that date, unless sooner
terminated by either of the parties hereto unless terminated in accordance
with
Paragraph 5 of this 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, 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
of
the Trust, 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, as amended, 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.
| TRUST FOR PROFESSIONAL MANAGERS | SEASCAPE CAPITAL MANAGEMENT, LLC |
| on behalf of the | |
| SEASCAPE FOCUS GROWTH FUND | |
| By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ |
| Title: President | Title: Member |
Appendix
A
Fund/Share
Class Operating
Expense
Limit
Seascape
Focus Growth Fund/Retail
Class 1.50%
Seascape
Focus Growth Fund/Institutional
Class 1.25%