TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT NEWGATE FUNDS
NEWGATE
FUNDS
THIS OPERATING EXPENSE LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 4th day of November,
2008, by and between Trust for Professional Managers, (the “Trust”), on behalf
of each series of the Trust as listed in Appendix A attached hereto (each a
“Fund” and together the “Funds”), and Newgate Capital Management, LLC, the
investment adviser to the Funds (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders
advice and services to the Funds pursuant to the terms and provisions of an
Investment Advisory Agreement between the Trust and the Adviser dated as of the
4th day of November 2008, (the “Investment Advisory Agreement”);
and
WHEREAS, the Funds, and each
of their 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 Funds) 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 Funds’ current Operating
Expenses to an annual rate, expressed as a percentage of the Funds’ average
annual net assets to the amount listed in Appendix A (the “Annual Limit”). In
the event that the current Operating Expenses of the Funds, as accrued each
month, exceed its Annual Limit, the Adviser will pay to the Funds, 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 Funds, is
defined to include all expenses necessary or appropriate for the operation of
the Funds 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, distribution fees, expenses
incurred in connection with any merger or reorganization, 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 investment management fee under the Investment Advisory
Agreement.
4. TERM. This Agreement shall
become effective with respect to the Funds at the time the Funds commence
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 Funds, 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 | NEWGATE CAPITAL MANAGEMENT LLC |
| on behalf of its series listed on Appendix A | |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
| Title: President | Title: Managing Director |
Appendix
A
| Series of Trust for Professional Managers (Fund)/ Share Class | Operating Expense Limit |
| Newgate Emerging Markets Fund- Class A | 1.75% of average net assets |
| Newgate Emerging Markets Fund- Class I | 1.40% of average net assets |
| Newgate Global Resources Fund- Class A | 1.75% of average net assets |
| Newgate Global Resources Fund- Class I | 1.40% of average net assets |