TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT BARRETT GROWTH FUND
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GROWTH FUND
THIS OPERATING EXPENSE LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 11th day of February,
2010, by and between Trust for Professional Managers (the “Trust”), on behalf of
the series of the Trust as listed in Appendix A attached hereto (the “Fund”),
and ▇▇▇▇▇▇▇ Associates, Inc., 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
11th day of February, 2010 (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 average
daily net assets to the amount listed in Appendix A (the “Annual Limit”). 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 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,
dividends or interest expenses on short positions, acquired fund fees and
expenses 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 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 one year from that date, unless sooner terminated by either
of the parties hereto in accordance with Paragraph 5 of this
Agreement. This Agreement may continue
in effect for a one year period thereafter provided such continuance is
specifically approved by the Adviser and is approved on behalf of the Fund by a
majority of the Trustees of the Trust who (i) are not “interested persons” of
the Trust or any other party to this Agreement, as defined in the Investment
Company Act of 1940, as amended, and (ii) have no direct or indirect financial
interest in the operation of this Agreement.
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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. During any one-year term of this Agreement, 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.
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ASSOCIATES, INC.
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| on behalf its series listed on Schedule A | |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Title: President | Title: President |
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Appendix
A
| Series of Trust for Professional Managers | Operating Expense Limit |
| ▇▇▇▇▇▇▇ Growth Fund | 1.25% of average daily net assets |
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