TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT MARKETFIELD FUND
AMENDED
AND RESTATED
MARKETFIELD
FUND
THIS AMENDED AND RESTATED OPERATING
EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the
26th day of August, 2009, by and between Trust for Professional Managers (the
“Trust”), on behalf of Marketfield Fund (the “Fund”), a series of the Trust, and
Marketfield Asset Management, LLC, the investment adviser to the Fund (the
“Adviser”) This Agreement is intended to amend and restate in its
entirety the Operating Expenses Limitation Agreement between the Trust, on
behalf of the Fund, and the Adviser, dated June 26, 2007.
WITNESSETH:
WHEREAS, the Adviser renders
advice and services to the Fund pursuant to the terms and provisions of an
Amended and Restated Investment Advisory Agreement between the Trust and the
Adviser dated as of the 26th day of August, 2009 (the “Investment Advisory
Agreement”);
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 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, dividends on short positions,
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.
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4. TERM. This Agreement shall
become effective as on August 31, 2009, and shall continue for an initial term
ending August 31, 2010, 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 a Fund at least annually by the Board of Trustees of the Trust,
unless sooner terminated by either of the parties hereto 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
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 Delaware without giving effect to the conflict of laws principles
thereof; provided, however, 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.
| TRUST FOR PROFESSSIONAL MANAGERS | MARKETFIELD ASSET MANAGEMENT, LLC | |||
| on behalf of | ||||
| Marketfield Fund | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxx | Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | President | Title: | Chief Executive Officer |
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Appendix
A
| Fund/Share Class | Operating Expense Limit | |
|
|
||
| Marketfield Fund | 1.75% |
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