TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT PMC FUNDS
PMC
FUNDS
THIS
INVESTMENT ADVISORY AGREEMENT is made as of the 26th day of June, 2007,
by and between Trust for Professional Managers, (hereinafter called the
“Trust”), on behalf of the PMC Large Cap Growth Fund, the PMC Large Cap Value
Fund, the PMC Small Cap Core Fund, the PMC International Equity Fund, the PMC
Core Fixed Income Fund and the PMC Tax-Free Fixed Income Fund (each a “Fund,”
collectively the “Funds” or “PMC Funds”), each a series of the Trust, and
Envestnet Asset Management, Inc. (hereinafter called the
“Adviser;”).
WITNESSETH:
WHEREAS,
the Trust is an open-end management investment company, registered as such
under
the Investment Company Act of 1940 (the “Investment Company Act”);
and
WHEREAS,
each Fund is a series of the Trust having separate assets and liabilities;
and
WHEREAS,
the Adviser is registered as an investment adviser under the Investment Advisers
Act of 1940 (the “Advisers Act”) and is engaged in the business of supplying
investment advice as an independent contractor; and
WHEREAS,
the Trust desires to retain the Adviser to render advice and services to the
PMC
Funds pursuant to the terms and provisions of this Agreement, and the Adviser
desires to furnish said advice and services;
NOW,
THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties to this Agreement, intending to be legally
bound hereby, mutually agree as follows:
1.
APPOINTMENT OF ADVISER. The Trust hereby employs the Adviser and the
Adviser hereby accepts such employment, to render investment advice and related
services with respect to the assets of the Funds for the period and on the
terms
set forth in this Agreement, subject to the supervision and direction of the
Trust’s Board of Trustees.
2.
DUTIES OF ADVISER.
(a)
GENERAL DUTIES. The Adviser shall act as investment adviser to
the Funds and shall supervise investments of the Funds on behalf of the Funds
in
accordance with the investment objectives, policies and restrictions of the
Funds as set forth in the PMC Funds’ and Trust’s governing documents, including,
without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws;
the PMC Funds’ prospectus, statement of additional information and undertakings;
and such other limitations, policies and procedures as the Trustees may impose
from time to time in writing on the Adviser. In providing such
services, the Adviser shall at all times adhere to the provisions and
restrictions contained in the federal securities laws, applicable state
securities laws, the Internal Revenue Code, the Uniform Commercial Code and
other applicable law. The Adviser is authorized to delegate its
duties hereunder to a sub-adviser pursuant to a written agreement under which
the sub-adviser shall furnish the services specified therein to the Adviser
or
the PMC Funds. The Adviser will continue to have responsibility for
all investment advisory services furnished pursuant to any agreement with a
sub-adviser (each, a “Sub-Adviser”).
Without
limiting the generality of the foregoing, the Adviser shall: (i) furnish the
Funds with advice and recommendations with respect to the investment of the
Funds’ assets and the purchase and sale of portfolio securities for the Funds,
including the taking of such steps as may be necessary to implement such advice
and recommendations (i.e., placing the orders); (ii) manage and oversee
the investments of the Funds, subject to the ultimate supervision and direction
of the Trust’s Board of Trustees; (iii) make recommendations with respect to the
hiring, termination and replacement of sub-advisers; (iv) vote proxies for
the
Funds, file ownership reports under Section 13 of the Securities Exchange Act
of
1934 for the Funds, and take other actions on behalf of the Funds; (v) maintain
the books and records required to be maintained by the Funds except to the
extent arrangements have been made for such books and records to be maintained
by the administrator or another agent of the Funds; (vi) furnish reports,
statements and other data on securities, economic conditions and other matters
related to the investment of the Funds’ assets which the Funds’ administrator or
distributor or the officers of the Trust may reasonably request; and (vii)
render to the Trust’s Board of Trustees such periodic and special reports with
respect to the Funds’ investment activities as the Board may reasonably request,
including at least one in-person appearance annually before the Board of
Trustees.
(b)
BROKERAGE. The Adviser shall be responsible for decisions to buy and
sell securities for the Funds, for broker-dealer selection, and for negotiation
of brokerage commission rates, provided that the Adviser shall not direct orders
to an affiliated person of the Adviser without general prior authorization
to
use such affiliated broker or dealer by the Trust’s Board of Trustees. The
Adviser’s primary consideration in effecting a securities transaction will be
execution at the most favorable price. In selecting a broker-dealer to execute
each particular transaction, the Adviser may take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a continuing basis.
The price to the Funds in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
Subject
to such policies as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended, the Adviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
its
having caused the Fund to pay a broker or dealer that provides (directly or
indirectly) brokerage or research services to the Adviser an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser’s overall responsibilities with respect to
the Trust. Subject to the same policies and legal provisions, the Adviser is
further authorized to allocate the orders placed by it on behalf of the Funds
to
such brokers or dealers who also provide research or statistical material,
or
other services, to the Trust, the Adviser, or any affiliate of either. Such
allocation shall be in such amounts and proportions as the Adviser shall
determine, and the Adviser shall report on such allocations regularly to the
Trust, indicating the broker-dealers to whom such allocations have been made
and
the basis therefor.
On
occasions when the Adviser deems the purchase or sale of a security to be in
the
best interest of a Fund as well as of other clients, the Adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities
to be
so purchased or sold in order to obtain the most favorable price or lower
brokerage commissions and the most efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Funds and to such other clients.
3.
REPRESENTATIONS OF THE ADVISER.
(a)
The
Adviser shall use its best judgment and efforts in rendering the advice and
services to the Funds as contemplated by this Agreement.
(b)
The
Adviser shall maintain all licenses and registrations necessary to perform
its
duties hereunder in good order.
(c)
The
Adviser shall conduct its operations at all times in conformance with the
Advisers Act, the Investment Company Act, and any other applicable state and/or
self-regulatory organization regulations.
4.
INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent
the
Trust in any way, or in any way be deemed an agent for the Trust. It is
expressly understood and agreed that the services to be rendered by the Adviser
to the Funds under the provisions of this Agreement are not to be deemed
exclusive, and the Adviser shall be free to render similar or different services
to others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
5.
ADVISER’S PERSONNEL. The Adviser shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with such other
persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Adviser shall be
deemed to include persons employed or retained by the Adviser to furnish
statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical
and
scientific developments, and such other information, advice and assistance
as
the Adviser or the Trust’s Board of Trustees may desire and reasonably request
and any compliance staff and personnel required by the Adviser.
6.
EXPENSES.
(a)
With
respect to the operation of the Funds, the Adviser shall be responsible for
(i)
the Funds’ organizational expenses, (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Funds, (iii) the
expenses of printing and distributing extra copies of the Funds’ prospectus,
statement of additional information, and sales and advertising materials (but
not the legal, auditing or accounting fees attendant thereto) to prospective
investors (but not to existing shareholders) to the extent such expenses are
not
covered by any applicable plan adopted pursuant to Rule 12b-1 under the
Investment Company Act, (iv) the costs of any special Board of Trustees meetings
or shareholder meetings convened for the primary benefit of the Adviser, and
(v)
any costs of liquidating or reorganizing a Fund (unless such cost is otherwise
allocated by the Board of Trustees). If the Adviser has agreed to limit the
operating expenses of the Funds, the Adviser shall also be responsible on a
monthly basis for any operating expenses that exceed the agreed upon expense
limit.
(b)
The
Funds are responsible for and have assumed the obligation for payment of all
of
their expenses, other than as stated in Subparagraph 6(a) above, including
but
not limited to: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses;
all
expenses of transfer, receipt, safekeeping, servicing and accounting for the
cash, securities and other property of the Trust for the benefit of the Funds
including all fees and expenses of their custodian, shareholder services agent
and accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the Investment Company Act; taxes, if any;
a
pro rata portion of expenditures in connection with meetings of a Fund’s
shareholders and the Trust’s Board of Trustees that are properly payable by the
Funds; salaries and expenses of officers of the Trust, including
without limitation the Trust’s Chief Compliance Officer, and fees and expenses
of members of the Trust’s Board of Trustees or members of any advisory board or
committee who are not members of, affiliated with or interested persons of
the
Adviser; insurance premiums on property or personnel of the Funds which inure
to
its benefit, including liability and fidelity bond insurance; the cost of
preparing and printing reports, proxy statements, prospectuses and statements
of
additional information of the Funds or other communications for distribution
to
existing shareholders; legal, auditing and accounting fees; all or any portion
of trade association dues or educational program expenses determined appropriate
by the Board of Trustees; fees and expenses (including legal fees) of
registering and maintaining registration of its shares for sale under federal
and applicable state and foreign securities laws; all expenses of maintaining
and servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other agents
for
the benefit of the Funds, if any; and all other charges and costs of its
operation plus any extraordinary and non-recurring expenses, except as herein
otherwise prescribed.
(c)
The
Adviser may voluntarily absorb certain Fund expenses or waive the Adviser’s own
advisory fee.
(d)
To
the extent the Adviser incurs any costs by assuming expenses which are an
obligation of the Funds as set forth herein, the Funds shall promptly reimburse
the Adviser for such costs and expenses, except to the extent the Adviser has
otherwise agreed to bear such expenses. To the extent the services for which
a
Fund is obligated to pay are performed by the Adviser, the Adviser shall be
entitled to recover from such Fund to the extent of the Adviser’s actual costs
for providing such services. In determining the Adviser’s actual costs, the
Adviser may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
(e)
The
Adviser may not pay fees in addition to any Fund distribution or servicing
fees
to financial intermediaries, including without limitation banks, broker-dealers,
financial advisers, or pension administrators, for sub-administration,
sub-transfer agency or any other shareholder servicing or distribution services
associated with shareholders whose shares are held in omnibus or other group
accounts, except with the prior authorization of the Trust’s Board of
Trustees. Where such arrangements are authorized by the Trust’s Board
of Trustees, the Adviser shall report regularly to the Trust on the amounts
paid
and the relevant financial institutions.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
Each
Fund shall pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all investment management and advisory services furnished
or
provided to such Fund pursuant to this Agreement, an annual management fee
at
the rate set forth in Schedule A to this Agreement.
(b)
The
management fee shall be accrued daily by each Fund and paid to the Adviser
on
the first business day of the succeeding month.
(c)
The
initial fee under this Agreement shall be payable on the first business day
of
the first month following the effective date of this Agreement and shall be
prorated as set forth below. If this Agreement is terminated prior to the end
of
any month, the fee to the Adviser shall be prorated for the portion of any
month
in which this Agreement is in effect which is not a complete month according
to
the proportion which the number of calendar days in the month during which
the
Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within ten (10) days after the date of
termination.
(d)
The
fee payable to the Adviser under this Agreement will be reduced to the extent
of
any receivable owed by the Adviser to a Fund and as required under any expense
limitation applicable to the Funds.
(e)
The
Adviser voluntarily may reduce any portion of the compensation or reimbursement
of expenses due to it pursuant to this Agreement and may agree to make payments
to limit the expenses which are the responsibility of the Funds under this
Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Adviser hereunder or to
continue future payments. Any such reduction will be agreed to prior to accrual
of the related expense or fee and will be estimated daily and reconciled and
paid on a monthly basis.
(f)
Any
such reductions made by the Adviser in its fees or payment of expenses which
are
a Fund’s obligation are subject to reimbursement by such Fund to the Adviser, if
so requested by the Adviser, in subsequent fiscal years if the aggregate amount
actually paid by such Fund toward the operating expenses for such fiscal year
(taking into account the reimbursement) does not exceed the applicable
limitation on that Fund’s expenses. Under the expense limitation agreement, the
Adviser may recoup reimbursements made in any fiscal year of a Fund over the
following three fiscal years. Any such reimbursement is also
contingent upon Board of Trustees review and approval at the time the
reimbursement is made. Such reimbursement may not be paid prior to a Fund’s
payment of current ordinary operating expenses.
(g)
The
Adviser may agree not to require payment of any portion of the compensation
or
reimbursement of expenses otherwise due to it pursuant to this Agreement. Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment
of
any future compensation or reimbursement due to the Adviser
hereunder.
8.
NO SHORTING; NO BORROWING. The Adviser agrees that neither it nor any
of its officers or employees shall take any short position in the shares of
the
Funds. This prohibition shall not prevent the purchase of such shares by any
of
the officers or employees of the Adviser or any trust, pension, profit-sharing
or other benefit plan for such persons or affiliates thereof, at a price not
less than the net asset value thereof at the time of purchase, as allowed
pursuant to rules promulgated under the Investment Company Act. The Adviser
agrees that neither it nor any of its officers or employees shall borrow from
the Funds or pledge or use a Fund’s assets in connection with any borrowing not
directly for such Fund’s benefit. For this purpose, failure to pay any amount
due and payable to a Fund for a period of more than thirty (30) days shall
constitute a borrowing. The foregoing shall not be construed as
barring or prohibiting the Adviser from making investments that are consistent
with the investment guidelines and policies described in the Fund’s currently
effective Prospectus and Statement of Additional Information, or otherwise
performing its duties as set forth in this Agreement and shall not be construed
as prohibiting the Adviser from involvement in a securities lending program
for
the benefit of the Fund.
9.
CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS. Nothing
herein contained shall be deemed to require the Trust or the Funds to take
any
action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or
any applicable statute or regulation, or to relieve or deprive the Board of
Trustees of the Trust of its responsibility for and control of the conduct
of
the affairs of the Trust and Funds. In this connection, the Adviser acknowledges
that the Trustees retain ultimate plenary authority over the Funds and may
take
any and all actions necessary and reasonable to protect the interests of
shareholders.
10.
REPORTS AND ACCESS. The Adviser agrees to supply such information to
the Funds’ administrator and to permit such compliance inspections by the Funds’
administrator as shall be reasonably necessary and at mutually agreed upon
times
to permit the administrator to satisfy its obligations and respond to the
reasonable requests of the Trustees.
11.
ADVISER’S LIABILITIES AND INDEMNIFICATION.
(a)
The
Adviser shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in the Funds’ offering
materials (including the prospectus, the statement of additional information,
advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion
therein.
(b)
The
Adviser shall be liable to the Funds for any loss (including brokerage charges)
incurred by the Funds as a result of any improper investment made by the
Adviser.
(c)
In
the absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties hereunder on the part of the Adviser,
the
Adviser shall not be subject to liability to the Trust or the Funds or to any
shareholder of a Fund for any losses due to any improper act or omission in
the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security by a
Fund. Notwithstanding the foregoing, federal securities laws and
certain state laws impose liabilities under certain circumstances on persons
who
have acted in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which the Trust, the Funds
or
any shareholder of a Fund may have under any federal securities law or state
law.
(d)
Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, directors, officers and employees of the other party (any
such
person, an “Indemnified Party”) against any loss, liability, claim, damage or
expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnified Party’s
performance or non-performance of any duties under this Agreement provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or negligence in the performance
of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
(e)
No
provision of this Agreement shall be construed to protect any Trustee or officer
of the Trust, or officer of the Adviser, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12.
NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT. The Trust’s
employment of the Adviser is not an exclusive arrangement. The Trust may from
time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Adviser may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts
or
the accounts of others for whom it or they may be acting, provided, however,
that the Adviser expressly represents that it will not knowingly undertake
activities which will adversely affect the performance of its obligations to
the
Funds under this Agreement; and provided further that the Adviser will adhere
to
a code of ethics governing employee trading and trading for proprietary accounts
that conforms to the requirements of the Investment Company Act and the Advisers
Act and has been approved by the Trust’s Board of Trustees.
13.
TERM.
(a)
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 two years from that date, unless sooner
terminated as hereinafter provided. This Agreement 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 (i) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of such Fund and (ii) the vote of a majority of the Trustees of
the
Trust who are not parties to this Agreement nor interested persons thereof,
cast
in person at a meeting called for the purpose of voting on such approval. The
terms “majority of the outstanding voting securities” and “interested persons”
shall have the meanings as set forth in the Investment Company Act.
(b)
The
Funds may use the names “PMC Funds” or any name derived from or using the name
“PMC Funds” only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect. Within sixty (60) days from such time as
this Agreement shall no longer be in effect, the Funds shall cease to use such
a
name or any other name connected with the Adviser.
14.
TERMINATION; NO ASSIGNMENT.
(a)
This
Agreement may be terminated by the Trust on behalf of a Fund at any time without
payment of any penalty, by the Board of Trustees of the Trust or by vote of
a
majority of the outstanding voting securities of such Fund, upon sixty (60)
days’ written notice to the Adviser, and by the Adviser upon sixty (60) days
written notice to such Fund. In the event of a termination, the Adviser and
Trust shall cooperate in the orderly transfer of such Fund’s affairs and, at the
request of the Board of Trustees, transfer any and all books and records of
such
Fund maintained by the Adviser on behalf of such Fund.
(b)
This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
15.
NONPUBLIC PERSONAL INFORMATION.
Subject to the limitations of
subsection 15(b) of this Agreement, but
otherwise notwithstanding any provision herein to the contrary, the Adviser
hereto agrees on behalf of itself and its directors, trustees, shareholders,
officers, and employees (1) to treat confidentially (a) all records and other
information relative to the Funds’ prior, present, or potential shareholders
(and clients of said shareholders) and (b) any Nonpublic Personal Information,
as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”),
promulgated under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the “G-L-B Act”), and (2) except
after prior notification to and approval in writing by the Trust, not to use
such records and information for any purpose other than the performance of
its
responsibilities and duties hereunder, or as otherwise permitted by Regulation
S-P or the G-L-B Act, and if in compliance therewith, the privacy policies
adopted by the Trust and communicated in writing to the Adviser. Such
written approval shall not be unreasonably withheld by the Trust and may not
be
withheld where the Adviser may be exposed to civil or criminal contempt or
other
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities.
(b)
Notwithstanding the foregoing, the Trust and Adviser acknowledge that many
prior, present, or potential shareholders (and clients of said shareholders)
will also be customers of Adviser for financial service programs and advisory
products other than those contemplated under this Agreement, (“Adviser
Customers”). For such Adviser Customers, the Trust and Adviser agree
that Section 15(a) is not intended to limit Adviser’s ability to conduct
business relationships with Adviser Customers independent of the Trust or this
Agreement, so long as information the Adviser received about the Adviser
Customer was not derived from the Fund. In addition, Section 15(a) is
not intended to confer proprietary ownership of Adviser Customer information
onto the Trust.
16.
ANTI-MONEY LAUNDERING COMPLIANCE. The Adviser acknowledges that, in
compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and
any
implementing regulations thereunder (together, “AML Laws”), the Trust has
adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with
the
Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to
the Adviser, now and in the future. The Adviser further agrees to provide to
the
Trust and/or the Administrator such reports, certifications and contractual
assurances as may be reasonably requested by the Trust. The Trust may disclose
information regarding the Adviser to governmental and/or regulatory or
self-regulatory authorities to the extent required by applicable law or
regulation and may file reports with such authorities as may be required by
applicable law or regulation.
17.
CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Adviser
acknowledges that, in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the
implementing regulations promulgated thereunder, the Trust and the Funds are
required to make certain certifications and have adopted disclosure controls
and
procedures. To the extent reasonably requested by the Trust, the Adviser agrees
to use its best efforts to assist the Trust and the Funds in complying with
the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and implementing the Trust’s disclosure controls and
procedures. The Adviser agrees to inform the Trust of any material development
related to a Fund that the Adviser reasonably believes is relevant to such
Fund’s certification obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
18.
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.
19.
CAPTIONS. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof
or
otherwise affect their construction or effect.
20.
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 and the Advisers Act and any rules
and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all on the day and year first
above written.
|
TRUST
FOR PROFESSSIONAL MANAGERS
on
behalf of the
PMC
Funds
|
ENVESTNET
ASSET MANAGEMENT,
INC.
|
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Title: | President | Title: | Chief Investment Officer |
SCHEDULE
A
Series
of
Trust for Professional Managers and Annual Fee rate
-----------------------------------------------------------------------------------
|
Advisory
Fee (as a percentage of average daily net
assets)
|
|||
|
Fund
|
$2.5
billion or less
|
More
than $2.5 billion but less than $5 billion
|
Over
$5 billion
|
|
PMC
Large Cap Growth Fund
|
0.950%
|
0.925%
|
0.900%
|
|
PMC
Large Cap Value Fund
|
0.950%
|
0.925%
|
0.900%
|
|
PMC
Small Cap Core Fund
|
1.000%
|
0.975%
|
0.950%
|
|
PMC
International Equity Fund
|
1.000%
|
0.975%
|
0.950%
|
|
PMC
Core Fixed Income Fund
|
0.800%
|
0.775%
|
0.750%
|
|
PMC
Tax-Free Fixed Income Fund
|
0.800%
|
0.775%
|
0.750%
|