TRUST FOR PROFESSIONAL MANAGERS AMENDED OPERATING EXPENSE LIMITATION AGREEMENT ALTERNATIVE STRATEGIES FUND
AMENDED
ALTERNATIVE
STRATEGIES FUND
THIS OPERATING EXPENSE LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 20th day of
September, 2007, amended the _______ day of ________, 2008, by and between Trust
for Professional Managers, (the “Trust”), on behalf of the Alternative
Strategies Fund, a series of the Trust, and Ascentia Capital Partners, 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
20th
day of September, 2007, (the “Investment Advisory Agreement”); and
WHEREAS, the Fund, and each of
the Fund’s 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 average
annual net assets, listed in Appendix A (the “Annual Limits”). In the event that
the current Operating Expenses of the 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 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, 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, as
amended, 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 | ASCENTIA CAPITAL PARTNERS, LLC |
| on behalf of the | |
| Alternative Strategies Fund | |
| By: | By: |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| Title: President | Title: President |
Appendix
A
| Series of Trust for Professional Managers | Operating Expense Limit |
| -------------------------------------------------------------- | -------------------------------------- |
| Alternative Strategies Fund | |
|
Class
A
|
2.75% of average net assets |
|
Class
I
|
2.50% of average net assets |