TRUST FOR PROFESSIONAL MANAGERS 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
OPERATING EXPENSES LIMITATION AGREEMENT
(the
“Agreement”) is effective as of the 30th
day of
May, 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, 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 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.
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STRUCTURED
INVESTMENT MANAGEMENT, INC
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on
behalf of the Fund
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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By:
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/s/Xxxxxx
X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxxxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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President
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Title:
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President
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APPENDIX
A
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S&P
500® Capital Appreciation Fund (Providing for Special Redemption Feature
in 2018)
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Share
Class
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Expense
Limit
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Class
A
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0.89%
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Class
B
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1.64%
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Class
C
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1.64%
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Class
D
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0.64%
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