INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the 20th day of September 2007, by and among Xxx Capital Advisers,
LLC a Delaware limited liability company located at Xxx Xxxxx Xxx Xxxxxx, Xxx
Xxxx, XX 00000 (the “Sub-Adviser”), and Ascentia Capital
Partners, LLC, a limited liability company located at 0000 Xxxxxx X Xxxx #X,
Xxxx, XX 00000 (the “Adviser”).
WHEREAS,
Trust for Professional Managers, a Delaware statutory trust located at 000
X.
Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 (the “Trust”), is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the Ascentia Alternative Strategies Fund (the “Fund”) is a
separate series of the Trust having separate assets and
liabilities;
WHEREAS,
the Adviser and the Sub-Adviser are each engaged in the business of rendering
investment advice; and
WHEREAS,
the Adviser and Sub-Adviser are each registered as investment advisors under
the
Investment Advisers Act of 1940, as amended (the “Advisers
Act”); and
WHEREAS,
the Trust on behalf of the Fund has retained the Adviser to render investment
management services to the Fund pursuant to an Investment Advisory Agreement
dated as of September 20 2007 (the “Investment Advisory Agreement”);
and
WHEREAS,
the Investment Advisory Agreement allows the Adviser to delegate certain of
its
responsibilities under the Investment Advisory Agreement to others;
and
WHEREAS,
the Adviser seeks to delegate certain of its responsibilities under the
Investment Advisory Agreement to the Sub-Adviser pursuant to this Investment
Sub-Advisory Agreement (the “Agreement”).
NOW,
THEREFORE, WITNESSETH: That it is agreed among the parties hereto as
follows:
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1.
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APPOINTMENT
OF SUB-ADIVSER.
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(a)
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Acceptance. The
Sub-Adviser is hereby appointed and the Sub-Adviser hereby accepts
the
appointment, on the terms herein set forth and for the compensation
herein
provided, to act as investment adviser to that portion of the Fund’s
portfolio designated by the Adviser (the
“Portfolio”).
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(b)
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Independent
Contractor. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
be
deemed an agent of the Fund and nothing herein shall be deemed to
create
any association, partnership, or joint venture between the
parties.
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(c)
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The
Sub-Adviser’s Representations. The Sub-Adviser represents,
warrants and agrees that it has all requisite power and authority
to enter
into and perform its obligations under this Agreement, and has taken
all
necessary corporate action to authorize its execution, delivery and
performance of this Agreement.
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The
Sub-Adviser represents, warrants and agrees that it is registered as an adviser
under the Advisers Act. The Sub-Adviser will promptly notify the
Adviser of the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
The
Sub-Adviser has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act and, if it has not already done so, will
provide the Adviser and the Trust with a copy of such code of
ethics. On at least an annual basis, the Sub-Adviser will comply with
the reporting requirements of Rule 17j-1, which may include (i) certifying
to
the Adviser that the Sub-Adviser and its access persons have complied with
the
Sub-Adviser’s code of ethics with respect to the Portfolio, and (ii) identifying
any material violations which have occurred with respect to the
Portfolio. Upon reasonable notice from and the reasonable request of
the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its
agents to examine the reports required to be made by the Sub-Adviser pursuant
to
Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of
ethics.
The
Sub-Adviser has adopted and implemented written policies and procedures, as
required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed
to prevent violations of federal securities laws by the Sub-Adviser, its
employees, officers, and agents. Upon reasonable notice to and
reasonable request, the Sub-Adviser shall provide the Adviser with access to
the
records relating to such policies and procedures as they relate to the
Portfolio. The Sub-Adviser will also provide, at the reasonable
request of the Adviser, periodic certifications, in a form reasonably acceptable
to the Adviser, attesting to such written policies and procedures.
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(d)
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The
Adviser’s Representations. The Adviser represents, warrants
and agrees that it has all requisite power and authority to enter
into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance
of
this Agreement.
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The
Adviser further represents, warrants and agrees that it has the authority under
the Investment Advisory Agreement to appoint the Sub-Adviser.
The
Adviser further represents and warrants that it has received a copy of
Part II of the Sub-Adviser’s Form ADV.
The
Adviser further represents and warrants that the Fund is either (i)
excluded from the definition of the term “pool” under Section 4.5 of the General
Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying
entity under Rule 4.5(b) for which a notice of eligibility has been
filed.
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The
Adviser has provided the Sub-Adviser with the Fund’s most current prospectus and
statement of additional information contained in the Trust’s registration
statement (collectively, the “Prospectus”) and the Trust’s Code
of Ethics and instructions, policies and directions of the Trustees pertaining
to the Adviser and the Fund, as in effect from time to time. The
Adviser shall promptly furnish to the Sub-Adviser copies of all material
amendments or supplements to the foregoing documents.
The
Adviser will provide timely information to the Sub-Adviser regarding such
matters as inflows to and outflows from the Fund and the cash requirements
of,
and cash available for investment in, the Fund.
The
Adviser will timely provide the Sub-Adviser with copies of monthly accounting
statements for the Fund, and such other information as may be reasonably
necessary or appropriate in order for the Sub-Adviser to perform its
responsibilities hereunder.
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(e)
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Plenary
authority of the Board of Trustees. The Sub-Adviser and
Adviser both acknowledge that the Fund is a mutual fund that operates
as a
series of the Trust under the authority of the Trust’s Board of Trustees
(the “Board of Trustees”).
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2.
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PROVISION
OF INVESTMENT SUB-ADVISORY
SERVICES.
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Within
the framework of the fundamental policies, investment objectives, and investment
restrictions of the Fund, and subject to the supervision and review of the
Adviser and the Board of Trustees, the Sub-Adviser shall have the sole and
exclusive responsibility for the making of all investment decisions for the
Portfolio in accordance with the Fund’s investment objectives, policies and
restrictions as stated in the Prospectus.
As
of the
date of this Agreement approximately 10% of the Fund’s investable assets will be
allocated to the Portfolio, and on each business day during the term of this
Agreement the same percentage of the net cash derived from purchases, or
required for redemptions, of Fund shares will normally be added to or withdrawn
from the Portfolio; provided, however, that the Adviser has the right at any
time to reallocate the portion of the Fund’s assets allocated to the Portfolio
pursuant to this Agreement if the Adviser deems such reallocation
appropriate.
The
parties hereto agree that the investment objectives of the Portfolio to be
pursued by the Sub-Adviser are as follows:
The
Sub-Adviser will, at its own expense:
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(a)
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advise
the Adviser in connection with investment policy decisions to be
made by
Adviser regarding the Fund and, upon request, furnish the Adviser
with
research, economic and statistical data in connection with the Fund’s
investments and investment
policies;
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(b)
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submit
such reports and information as the Adviser or the Fund may reasonably
request to assist the Fund’s custodian (the “Custodian”), administrator or
fund accounting agent, in its or their determination of the market
value
of securities held in the Fund;
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(c)
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place
orders for purchases and sales of portfolio investments for the
Fund;
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(d)
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give
instructions to the Custodian concerning the delivery of securities
and
transfer of cash for the Fund;
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(e)
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maintain
and preserve the records relating to its activities hereunder required
by
applicable law to be maintained and preserved by the Adviser, to
the
extent not maintained by the Adviser or another agent of the Fund,
and the
Sub-Adviser hereby agrees that all records which it maintains for
the Fund
are the property of the Fund and further agrees to surrender promptly
to
the Fund copies of any such records upon the Fund’s
request;
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(f)
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as
soon as practicable after the close of business each day but no later
than
11:00 a.m. Eastern time the following business day, provide the Custodian
with copies of trade tickets for each transaction effected for the
Portfolio, provide copies to the Adviser upon request, and promptly
forward to the Custodian copies of all brokerage or dealer
confirmations;
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(g)
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as
soon as practicable following the end of each calendar month, provide
the
Adviser with written statements showing all transactions effected
by
Sub-Adviser for the Portfolio during the month, a summary listing
all
investments held in the Portfolio as of the last day of the month,
and
such other information as the Adviser may reasonably request in connection
with any accounting services that the Adviser or its agents provide
for
the Portfolio. Adviser acknowledges that Sub-Adviser and
Custodian or the Fund’s accounting agent may use different pricing
vendors, which may result in valuation
discrepancies;
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(i)
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inform
the Adviser and the Board of Trustees of material changes in investment
strategy or tactics or in key
personnel;
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(j)
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furnish
to the Board of Trustees such information as may reasonably be necessary
in order for such Trustees to evaluate this Agreement or any proposed
amendments hereto for the purpose of casting a vote pursuant to Section
7
hereof;
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(k)
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notify
the Adviser of any material changes in its ownership within a reasonable
time prior to such changes; and
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(l)
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provide
reasonable assistance to the Trust in connection with the Trust’s
compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations
promulgated by the Securities and Exchange Commission thereunder,
and Rule
38a-1 of the 1940 Act. Such assistance shall include, but not
be limited to, (i) certifying periodically, upon the reasonable request
of
the Trust, that it is in compliance with all applicable “federal
securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and
Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating
with third-party audits arranged by the Trust to evaluate the
effectiveness of it compliance controls; and (iii) providing the
Trust’s
chief compliance officer with direct access to its compliance personnel;
(iv) providing the Trust’s chief compliance officer with periodic reports;
and (v) promptly providing special reports to the Trust’s chief compliance
officer in the event of compliance
problems.
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3.
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ALLOCATION
OF EXPENSES.
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Each
party to this Agreement shall bear the costs and expenses of performing its
obligations hereunder. In this regard, the Adviser specifically
agrees that the Fund shall assume the expense of:
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(a)
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brokerage
commissions for transactions in the portfolio investments of the
Fund and
similar fees and charges for the acquisition, disposition, lending
or
borrowing of such portfolio
investments;
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(b)
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custodian
fees and expenses;
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(c)
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all
taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Fund to federal, state or other government agencies;
and
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(d)
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interest
payable on any Fund borrowings.
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The
Sub-Adviser specifically agrees that with respect to the operation of the Fund,
the Sub-Adviser shall be responsible for (i) providing its own personnel, office
space and equipment reasonably necessary for it to manage the assets of the
Portfolio, and (ii) the costs of any special Board of Trustees meetings or
shareholder meetings convened for the primary benefit of the Sub-Adviser,
including any expenses of a proxy solicitation due to a change of control of
the
Sub-Adviser. Nothing in this Agreement shall alter the allocation of
expenses and costs agreed upon between the Fund and the Adviser in the
Investment Advisory Agreement or any other agreement to which they are
parties.
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4.
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SUB-ADVISORY
FEES.
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For
all
of the services rendered with respect to the Fund as herein provided, the
Adviser shall pay to the Sub-Adviser a fee (for the payment of which the Fund
shall have no obligation or liability), based on the Current Net Assets of
the
Portfolio (as defined below), as set forth in Schedule A attached hereto and
made a part hereof. Such fee shall be accrued daily and payable
monthly, as soon as practicable after the last day of each calendar
month. In the case of termination of this Agreement with respect to
the Fund during any calendar month, the fee with respect to such Portfolio
accrued to, but excluding, the date of termination shall be paid promptly
following such termination. For purposes of computing the amount of
advisory fee accrued for any day, “Current Net Assets” shall mean the
Portfolio’s net assets as of the most recent preceding day for which the Fund’s
net assets were computed.
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5.
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PORTFOLIO
TRANSACTIONS.
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In
connection with the investment and reinvestment of the assets of the Portfolio,
the Sub-Adviser is authorized to execute all commodities transactions for the
Portfolio and to use all reasonable efforts to obtain the best available price
and most favorable execution with respect to all such purchases and sales of
portfolio investments for said Portfolio. The Sub-Adviser shall
maintain records adequate to demonstrate compliance with the requirements of
this section. Subject to the policies as the Board of Trustees may
determine and consistent with Section 28(e) of the Securities Exchange Act
of
1934, as amended, the Sub-Adviser shall have the right to follow a policy of
selecting brokers who furnish brokerage and research services to the Fund or
to
the Sub-Adviser, and who charge a higher commission rate to the Fund than may
result when allocating brokerage solely on the basis of seeking the most
favorable price and execution. The Sub-Adviser shall determine in
good faith that such higher cost was reasonable in relation to the value of
the
brokerage and research services provided and shall make reasonable reports
regarding such determination and description of the products and services
obtained if so requested by the Fund.
The
Adviser authorizes and empowers the Sub-Adviser to direct the Custodian to
open
and maintain brokerage accounts for securities and other property, including
financial and commodity futures and commodities and options thereon (all such
accounts hereinafter called “brokerage accounts”) for and in the name of the
Fund and to execute for the Fund as its agent and attorney-in-fact standard
customer agreements with such broker or brokers as the Sub-Adviser shall select
as provided above. The Sub-Adviser may, using such of the securities
and other property in the Fund as the Sub-Adviser deems necessary or desirable,
direct the Custodian to deposit for the Fund original and maintenance brokerage
and margin deposits and otherwise direct payments of cash, cash equivalents
and
securities and other property into such brokerage accounts and to such brokers
as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser
shall cause all securities and other property purchased or sold for the Fund
to
be settled at the place of business of the Custodian or as the Custodian shall
direct. All securities and other property of the Fund shall remain in
the direct or indirect custody of the Custodian. The Sub-Adviser
shall notify the Custodian as soon as practicable of the necessary information
to enable the Custodian to effect such purchases and sales.
The
Sub-Adviser further shall have the authority to instruct the Custodian (i)
to
pay cash for securities and other property delivered to the Custodian for the
Portfolio, (ii) to deliver securities and other property against payment for
the
Portfolio, and (iii) to transfer assets and funds to such brokerage accounts
as
the Sub-Adviser may designate, all consistent with the powers, authorities
and
limitations set forth herein. The Sub-Adviser shall not have
authority to cause the Custodian to deliver securities and other property,
or
pay cash to the Sub-Adviser except as expressly provided herein.
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6.
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LIABILITY;
STANDARD
OF CARE.
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To
the
fullest extent permitted by applicable law, the Sub-Adviser, its affiliates,
agents and employees, shall be indemnified by the Adviser against all
liabilities, losses or claims (including reasonable expenses arising out of
defending such liabilities, losses or claims):
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(a)
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arising
from the Fund’s or the Adviser’s directions to the Sub-Adviser or
Custodian, or brokers, dealers or others with respect to the making,
retention or sale of any investment or reinvestment hereunder;
or
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(b)
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arising
from the acts or omissions of the Adviser, the Custodian or the Fund,
their respective affiliates, agents or
employees;
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except
for any such liability or loss which is due to the gross negligence, willful
misconduct, or bad faith of the Sub-Adviser, its affiliates, agents and
employees, or the Sub-Adviser’s reckless disregard of its duties and
obligations. The Sub-Adviser shall also be without liability
hereunder for any action taken or omitted by it in good faith and without
negligence.
The
Sub-Adviser shall: comply with all applicable laws and regulations in the
discharge of its duties under this Agreement; shall comply with the investment
policies, guidelines and restrictions of the Fund; shall act at all times in
the
best interests of the Fund; and shall discharge its duties with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the
conduct of a similar enterprise.
The
Sub-Adviser shall not be deemed by virtue of this Agreement to have made any
representation or warranty that any level of investment performance or level
of
investment results will be achieved.
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7.
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TERM
AND TERMINATION OF THIS AGREEMENT; NO
ASSIGNMENT
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(a) This
Agreement shall go into effect as to the Fund at the time the 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
for
an initial term of two years from that date, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (l) year so long as such
continuation is approved for the Fund at least annually by (i) the Board of
Trustees or by the vote of a majority of the outstanding voting securities
of
the Fund and (ii) the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement nor interested persons thereof, cast in person
at
a meeting called for the purpose of voting on such approval. The terms “majority
of the outstanding voting securities” and “interested persons” shall have the
meanings as set forth in the 1940 Act;
(b) This
Agreement may be terminated by the Trust on behalf of the Fund at any time
without payment of any penalty, by the Board of Trustees, by the Adviser, or
by
vote of a majority of the outstanding voting securities of the Fund without
the
payment of any penalties, upon sixty (60) days’ written notice to the
Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the
Fund and the Adviser. In the event of a termination, the Sub-Adviser
shall cooperate in the orderly transfer of the Fund’s affairs and, at the
request of the Board of Trustees or the Adviser, transfer any and all books
and
records of the Fund maintained by the Sub-Adviser on behalf of the
Fund;
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(c) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the 1940 Act; and
(d) This
Agreement will also terminate in the event that the Investment Advisory
Agreement is terminated.
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8.
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SERVICES
NOT
EXCLUSIVE.
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The
services of the Sub-Adviser to the Fund are not to be deemed exclusive and
it
shall be free to render similar services to others so long as its services
hereunder are not impaired thereby. It is specifically understood
that directors, officers and employees of the Sub-Adviser and of its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory
clients.
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9.
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AGGREGATION
OF
ORDERS.
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Nothing
in this Agreement shall preclude the combination of orders for the sale or
purchase of securities of the Portfolio with those for other accounts managed
by
the Sub-Adviser or its affiliates. When a security proposed to be
purchased or sold for the Portfolio is also to be purchased or sold for other
accounts managed by the Sub-Adviser at the same time, the Sub-Adviser may
aggregate such orders and shall allocate such purchases or sales on a pro-rata,
rotating or other equitable basis so as to avoid any one account being
systematically preferred over any other account.
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10.
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NO
BORROWING.
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The
Sub-Adviser agrees that neither it nor any of its officers or employees shall
borrow from the Fund or pledge or use the Fund's assets in connection with
any
borrowing not directly for the Fund's benefit. For this purpose, failure to
pay
any amount due and payable to the Fund for a period of more than thirty (30)
days shall constitute a borrowing.
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11.
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AMENDMENT.
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No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all parties.
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12.
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NONPUBLIC
PERSONAL INFORMATION.
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Notwithstanding
any provision herein to the contrary, the Sub-Adviser hereto agrees on behalf
of
itself and its directors, trustees, shareholders, officers, and employees (1)
to
treat confidentially and as proprietary information of the Fund (a) all records
and other information relative to the Fund’s prior, present, or potential
shareholders (and clients of said shareholders) and (b) any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation
S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “G-L-B Act”), and (2)
except after prior notification to and approval in writing by the Trust, not
to
use such records and information for any purpose other than the performance
of
its responsibilities and duties hereunder, or as otherwise permitted by
Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy
policies adopted by the Trust and communicated in writing to the
Sub-Adviser. Such written approval shall not be unreasonably withheld
by the Trust and may not be withheld where the Sub-Adviser may be exposed to
civil or criminal contempt or other proceedings for failure to comply after
being requested to divulge such information by duly constituted
authorities.
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13.
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NONPUBLIC
PERSONAL INFORMATIONAND
CONFIDENTIALITY.
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(a).
Notwithstanding any provision herein to the contrary, the Sub-Adviser hereto
agrees on behalf of itself and its directors, trustees, shareholders, officers,
and employees (1) to treat confidentially and as proprietary information of
the
Fund (a) all records and other information relative to the Fund’s prior,
present, or potential shareholders (and clients of said shareholders) and (b)
any Nonpublic Personal Information, as defined under Section 248.3(t) of
Regulation S-P (“Regulation S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act
(the “G-L-B Act”), and (2) except after prior notification to and approval in
writing by the Trust, not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder, or
as
otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance
therewith, the privacy policies adopted by the Trust and communicated in writing
to the Sub-Adviser. Such written approval shall not be unreasonably
withheld by the Trust and may not be withheld where the Sub-Adviser may be
exposed to civil or criminal contempt or other proceedings for failure to comply
after being requested to divulge such information by duly constituted
authorities. Notwithstanding the foregoing, it is not contemplated
under this Agreement that Sub-Adviser will have access to any Nonpublic Personal
Information.
(b).
The
Adviser and Sub-Adviser each agree that it shall exercise the same standard
of
care that it uses to protect its own confidential and proprietary information,
but no less than reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein “Portfolio Information” means
confidential and proprietary information of the Fund, the Adviser or the
Sub-Adviser that is received in connection with this Agreement, including
information with regard to the portfolio holdings and characteristics of the
portion of the Fund allocated to Sub-Adviser that Sub-Adviser manages under
the
terms of this Agreement. The parties hereto will restrict access to
the Portfolio Information to those employees who need it for the purposes of
carrying out this Agreement. The foregoing shall not prevent a party
from disclosing Portfolio Information that is (1) publicly known or becomes
publicly known through no unauthorized act, (2) rightfully received from a
third
party without obligation of confidentiality, (3) approved in writing by the
other party for disclosure, or (4) required to be disclosed pursuant to a
requirement of a governmental agency or law so long as the parties provide
prompt written notice to the other party of such requirement upon any such
disclosure.
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14.
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ANTI-MONEY
LAUNDERING COMPLIANCE.
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The
Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as
amended, the USA PATRIOT Act, and any implementing regulations thereunder
(together, “AML Laws”), the Trust has adopted an Anti-Money Laundering
Policy. The Sub-Adviser agrees to comply with the Trust’s Anti-Money
Laundering Policy and the AML Laws, as the same may apply to the Sub-Adviser,
now and in the future. The Sub-Adviser further agrees to provide to
the Trust and/or the Fund’s administrator such reports, certifications and
contractual assurances as may be reasonably requested by the Trust. The Trust
may disclose information regarding the Sub-Adviser to governmental and/or
regulatory or self-regulatory authorities to the extent required by applicable
law or regulation and may file reports with such authorities as may be required
by applicable law or regulation.
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15.
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NOTICES.
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Notices
and other communications required or permitted under this Agreement shall be
in
writing, shall be deemed to be effectively delivered when actually received,
and
may be delivered by US mail (first class, postage prepaid), by facsimile
transmission, by hand or by commercial overnight delivery service, addressed
as
follows:
ADIVSER:
Ascentia
Capital Partners
0000
Xxxxxx X Xxxx #X
Xxxx,
XX
00000
Attn:
Xxxxx XxXxxxx
SUB-ADIVSER:
Xxx
Capital Advisers, LLC
00
Xxxx
Xxx Xxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxxxxx Xxxxxxxx
On
behalf of the Ascentia Alternative
Strategies Fund
000
Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxx X. Spearo
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15.
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GOVERNING
LAW.
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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 1940
Act
and the Advisers Act and any rules and regulations promulgated
thereunder.
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16.
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MULTIPLE
ORIGINALS.
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This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
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17.
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AMENDMENT.
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This
Agreement may not be modified,
altered, amended or other otherwise changed, except by an agreement in writing
signed by each of the parties hereto.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
ASCENTIA
CAPITAL PARTNERS, LLC
By:
/s/ Xxxxxxx
XxXxxxx
Name:
Xxxxxxx XxXxxxx
Title: President
XXX
CAPITAL ADVISORS, LLC
By:
/s/ Xxxxxxx X. Xxxxxxx,
Xx.
Name:
Xxxxxxx X. Xxxxxxx, Xx.
Title: Chief
Compliance Officer
11
SCHEDULE
A
FEES
| Series of Trust for Professional Managers | Annual Fee Rate |
|
Ascentia
Alternative Strategies Fund
|
1.95%
of average current net assets of the
Portfolio
|
12
