TRUST FOR PROFESSIONAL MANAGERS INTERIM OPERATING EXPENSE LIMITATION AGREEMENT FUSION GLOBAL LONG/SHORT FUND
INTERIM
OPERATING EXPENSE LIMITATION AGREEMENT
FUSION
GLOBAL LONG/SHORT FUND
THIS INTERIM OPERATING EXPENSE
LIMITATION AGREEMENT (the “Agreement”) is effective as of the 6th day of
March, 2009, by and between Trust for Professional Managers, (the “Trust”), on
behalf of each series of the Trust as listed in Appendix A attached hereto (each
a “Fund” and together the “Funds”), and American Independence Financial
Services, LLC, the investment adviser to the Fund (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders
advice and services to the Fund pursuant to the terms and provisions of an
Interim Investment Advisory Agreement between the Trust and the Adviser dated as
of the 6th day of
March, 2009, (the “Interim 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 Interim Investment
Advisory Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser 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 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 amount listed in Appendix A (the “Annual Limit”). In
the event that the current Operating Expenses of the Fund, as accrued each
month, exceed its Annual Limit, 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 each of its classes, if any, including the Adviser’s investment
advisory or management fee detailed in the Interim Investment Advisory
Agreement, any Rule 12b-1 fees and other expenses described in the Interim
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 Interim Investment Advisory
Agreement.
4. TERM. This Agreement shall
be effective as an interim agreement commencing on the date hereof, and shall
continue in effect until the earlier of: (i) 150 days after the date hereof;
(ii) termination of this Agreement for any reason by the Board of Trustees of
the Trust; or (iii) approval of the a new investment advisory agreement by (1)
Board of Trustees of the Trust including a majority of the Trustees of the Trust
who are not a party to this Agreement or interested persons (as defined in the
0000 Xxx) of any such person, and (2) by a vote of the majority of the
outstanding Shares of the Fund; unless terminated in accordance with Paragraph 5
of this 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
Interim Investment Advisory Agreement is terminated, with such termination
effective upon the effective date of the Interim 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.
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AMERICAN
INDEPENDENCE
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FINANCIAL
SERVICES, LLC
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on
behalf of the
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FUSION
GLOBAL LONG/SHORT FUND
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By:
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/s/ Xxxxxx X. Xxxxxxxxx
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By:
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/s/ Xxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
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Title:
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Managing
Member
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Appendix
A
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Series of the Trust and Share Class (if
applicable)
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Operating Expense Limit
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Fusion
Global Long/Short Fund
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1.90%
of average net
assets
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