TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT Cookson Peirce Core Equity Fund
AMENDED
AND RESTATED
▇▇▇▇▇▇▇
▇▇▇▇▇▇ Core Equity Fund
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 31st day of August,
2009, by and between Trust for Professional Managers, (the “Trust”), on behalf
of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Equity Fund (the “Fund”), a series of the Trust, and
the investment advisor of the Fund, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., Inc. (the
“Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders
advice and services to the Fund pursuant to the terms and provisions of an
Investment Advisory Agreement between the Trust and the Advisor dated as of the
21st day of July, 2005, (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 Advisor; and
WHEREAS, the Advisor 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 Advisor 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 Advisor 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 the Fund, as
accrued each month, exceed its Annual Limit, the Advisor will pay to that 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 Advisor’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, dividends on short positions,
acquired fund fees and expenses, expenses incurred in connection with any merger
or reorganization, or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND
EXPENSES. The Advisor 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
be effective as of the date of this Agreement, and shall continue in effect
thereafter for additional periods not exceeding one (l) year so long as such
continuation is approved for a Fund at least annually by the Board of Trustees
of the Trust, unless sooner terminated under Section 5 of this
Agreement.. 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 Advisor. This Agreement may not be terminated by the Advisor
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, 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 | ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., INC. |
| on behalf of | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Equity Fund | |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Title: President and Chairperson | Title: Chief Investment Officer |
Appendix
A
| Fund | Operating Expense Limit |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Equity | 1.50% |