TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT PMC FUNDS
PMC
FUNDS
THIS
OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective
as of the 26th day of June, 2007, by and between Trust for Professional
Managers, (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 “PMC Funds” or “Funds”), each a series of the
Trust, and Envestnet Asset Management, Inc., the investment adviser to the
Fund
(the “Adviser”).
WITNESSETH:
WHEREAS,
the Adviser renders advice and services to the PMC Funds pursuant to the terms
and provisions of an Investment Advisory Agreement between the Trust and the
Adviser dated as of the 26th day of June, 2007, (the “Investment Advisory
Agreement”); and
WHEREAS,
each Fund, and each of the Funds’ 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 each 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 each
Fund’s current Operating Expenses to an annual rate, expressed as a percentage
of such Fund’s average annual net assets, listed in Appendix A (the “Annual
Limits”). In the event that the current Operating Expenses of a Fund, as accrued
each month, exceed its Annual Limit, the Adviser will pay to such 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 Funds, is defined to include all expenses
necessary or appropriate for the operation of each Fund 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, expenses incurred in connection with any merger or reorganization,
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 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
a
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, 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.
|
on
behalf of the
PMC
FUNDS
|
ENVESTNET ASSET MANAGEMENT, INC. |
| By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Title: President | Title: Chief Investment Officer |
Appendix
A
|
Series
of Trust for Professional Managers
--------------------------------------------------------------
|
Operating
Expense Limit
--------------------------------------
|
| PMC Large Cap Growth Fund | 1.40% of average net assets |
| PMC Large Cap Value Fund | 1.40% of average net assets |
| PMC Small Cap Core Fund | 1.50% of average net assets |
| PMC International Equity Fund | 1.50% of average net assets |
| PMC Core Fixed Income Fund | 1.00% of average net assets |
| PMC Tax-Free Fixed Income Fund | 1.00% of average net assets |