TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the
“Agreement”) is effective as of the 21st day of July, 2005, by and between Trust
for Professional Managers, (the “Trust”), on behalf of the Xxxxxxx Xxxxxx Core
Equity Fund (the “Fund”), a series of the Trust, and the Investment Advisor of
the Fund, Xxxxxxx, Xxxxxx & 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, 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 for the period from July 21, 2005 to July 21, 2006,
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 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 PROFESSSIONAL MANAGERS | XXXXXXX, XXXXXX & CO., INC |
| on behalf of the | |
| Xxxxxxx Xxxxxx Core Equity Fund | |
| By: /s/ Xxxxxx X. Xxxxxxxxx | By: /s/ Xxxxxx X. Xxxxxxxxx |
| Name: Xxxxxx X. Xxxxxxxxx | Name: Xxxxxx X. Xxxxxxxxx |
| Title: President and Chairperson | Title: Executive Vice President |
Appendix
A
| Fund | Operating Expense Limit |
| Xxxxxxx Xxxxxx Core Equity | 2.00% |
