TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT FUSION GLOBAL LONG/SHORT FUND
FUSION
GLOBAL LONG/SHORT FUND
THIS OPERATING EXPENSE LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 31st day of July,
2009, by and between Trust for Professional Managers, (the “Trust”), on behalf
of the series of the Trust as listed in Appendix A attached hereto (the
“Fund”“), 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
Investment Advisory Agreement between the Trust and the Adviser dated as of the
31st
day of July, 2009, (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 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 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 be
effective as an agreement commencing on the date hereof, and shall continue in
effect until the earlier of: (i) termination of this Agreement for
any reason by the Board of Trustees of the Trust; or (ii) 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.
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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 SERVICES, LLC
|
AMERICAN
INDEPENDENCE
|
|
on behalf of
the
|
FINANCIAL SERVICES,
LLC
|
| FUSION GLOBAL LONG/SHORT FUND | |
| By: /s/ Xxxxxx X. Xxxxxxxxx | By: /s/ Xxxx Xxxxxxx |
| Name: Xxxxxx X. Xxxxxxxxx | Name: Xxxx Xxxxxxx |
| Title: President | Title: Managing Member |
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Appendix A
| Series of the Trust and Share Class (if applicable) | Operating Expense Limit |
| Fusion Global Long/Short Fund | 1.90% of average net assets |
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