TRUST FOR PROFESSIONAL MANAGERS AMENDED OPERATING EXPENSES LIMITATION AGREEMENT S&P 500® Capital Appreciation Fund (Providing for Special Redemption Feature in 2018)
S&P
500® Capital Appreciation Fund
(Providing
for Special Redemption Feature in 2018)
THIS AMENDED OPERATING EXPENSES
LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of
December 2008, by and between Trust for Professional Managers (the “Trust”), on
behalf of the S&P 500® Capital Appreciation Fund (Providing for Special
Redemption Feature in 2018) (the “Fund”), a series of the Trust, and the
investment adviser of the Fund, Structured Investment Management, Inc. (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 May
30, 2008 (the “Investment Advisory Agreement”); and
WHEREAS, the Fund and its
classes are responsible for, and have 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 current 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 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 the Annual Limits, 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 its classes, including the Adviser’s investment 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,
acquired fund fees and expenses or extraordinary or non-recurring 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 such 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 in
effect thereafter unless 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 | STRUCTURED INVESTMENT MANAGEMENT, INC |
| MANAGERS | |
| on behalf of the Fund | |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: President | Title: President |
APPENDIX
A
|
S&P
500® Capital Appreciation Fund (Providing for Special Redemption Feature
in 2018)
|
|
|
Share
Class
|
Expense
Limit
|
|
Class
A
|
1.04%
|
|
Class
B
|
1.79%
|
|
Class
C
|
1.79%
|
|
Class
D
|
0.79%
|