TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY 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
INVESTMENT ADVISORY AGREEMENT
is made
as of the 30th
day of
May, 2008, by and between Trust for Professional Managers (hereinafter called
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
Structured Investment Management, Inc. (hereinafter called the “Adviser”).
WITNESSETH:
WHEREAS,
the
Trust is an open-end management investment company, registered as such under
the
Investment Company Act of 1940, as amended (the “Investment Company Act”); and
WHEREAS,
the
Fund is a series of the Trust having separate assets and liabilities; and
WHEREAS,
the
Adviser is registered as an investment adviser under the Investment Advisers
Act
of 1940, as amended (the “Advisers Act”) and is engaged in the business of
supplying investment advice as an independent contractor; and
WHEREAS,
the
Trust desires to retain the Adviser to render advice and services to the Fund
pursuant to the terms and provisions of this Agreement, and the Adviser desires
to furnish said advice and services;
NOW,
THEREFORE,
in
consideration of the covenants and the mutual promises hereinafter set forth,
the parties to this Agreement, intending to be legally bound hereby, mutually
agree as follows:
1.
APPOINTMENT OF ADVISER.
The
Trust hereby employs the Adviser and the Adviser hereby accepts such employment,
to render investment advice and related services with respect to the assets
of
the Fund for the period and on the terms set forth in this Agreement, subject
to
the supervision and direction of the Trust’s Board of Trustees (the “Board of
Trustees”).
2.
DUTIES OF ADVISER.
(a)
GENERAL
DUTIES.
The
Adviser shall act as investment adviser to the Fund and shall supervise
investments of the Fund on behalf of the Fund in accordance with the investment
objectives, policies and restrictions of the Fund as set forth in the Fund’s and
the Trust’s governing documents, including, without limitation, the Trust’s
Declaration of Trust and Bylaws; the Fund’s prospectus, statement of additional
information and undertakings; and such other limitations, policies and
procedures as the Board of Trustees may impose from time to time in writing
to
the Adviser. In providing such services, the Adviser shall at all times adhere
to the provisions and restrictions contained in the federal securities laws,
applicable state securities laws, the Internal Revenue Code, the Uniform
Commercial Code and other applicable law.
Without
limiting the generality of the foregoing, the Adviser shall: (i) furnish the
Fund with advice and recommendations with respect to the investment of the
Fund’s assets and the purchase and sale of portfolio securities for the Fund,
including the taking of such steps as may be necessary to implement such advice
and recommendations (i.e.,
placing the orders); (ii) manage and oversee the investments of the Fund,
subject to the ultimate supervision and direction of the Board of Trustees;
(iii) vote proxies for the Fund, file ownership reports under Section 13 of
the
Securities Exchange Act of 1934 for the Fund, and take other actions on behalf
of the Fund; (iv) maintain the books and records required to be maintained
by
the Fund, except to the extent arrangements have been made for such books and
records to be maintained by the administrator or another agent of the Fund;
(v)
furnish reports, statements and other data on securities, economic conditions
and other matters related to the investment of the Fund’s assets which the
Fund’s administrator or distributor or the officers of the Trust may reasonably
request; and (vi) render to the Board of Trustees such periodic and special
reports with respect to the Fund’s investment activities as the Board of
Trustees may reasonably request, including at least one in-person appearance
annually before the Board of Trustees.
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(b)
BROKERAGE.
The
Adviser shall be responsible for decisions to buy and sell securities for the
Fund, for broker-dealer selection, and for negotiation of brokerage commission
rates, provided that the Adviser shall not direct orders to an affiliated person
of the Adviser without general prior authorization to use such affiliated broker
or dealer by the Board of Trustees. The Adviser’s primary consideration in
effecting a securities transaction will be execution at the most favorable
price. In selecting a broker-dealer to execute each particular transaction,
the
Adviser may take the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer; the
size of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund
on a
continuing basis. The price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.
Subject
to such policies as the Board of Trustees may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused
the
Fund to pay a broker or dealer that provides (directly or indirectly) brokerage
or research services to the Adviser an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another broker
or
dealer would have charged for effecting that transaction, if the Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
the
Adviser’s overall responsibilities with respect to the Trust. Subject to the
same policies and legal provisions, the Adviser is further authorized to
allocate the orders placed by it on behalf of the Fund to such brokers or
dealers who also provide research or statistical material, or other services,
to
the Trust, the Adviser, or any affiliate of either. Such allocation shall be
in
such amounts and proportions as the Adviser shall determine, and the Adviser
shall report on such allocations regularly to the Trust, indicating the
broker-dealers to whom such allocations have been made and the basis therefor.
On
occasions when the Adviser deems the purchase or sale of a security to be in
the
best interest of the Fund as well as of other clients, the Adviser, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
3.
REPRESENTATIONS OF THE ADVISER.
(a)
The
Adviser shall use its best judgment and efforts in rendering the advice and
services to the Fund as contemplated by this Agreement.
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(b)
The
Adviser shall maintain all licenses and registrations necessary to perform
its
duties hereunder in good order.
(c)
The
Adviser shall conduct its operations at all times in conformance with the
Advisers Act, the Investment Company Act and any other applicable state and/or
self-regulatory organization regulations.
4.
INDEPENDENT CONTRACTOR.
The
Adviser shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to
do
so, have no authority to act for or represent the Trust in any way, or in any
way be deemed an agent for the Trust. It is expressly understood and agreed
that
the services to be rendered by the Adviser to the Fund under the provisions
of
this Agreement are not to be deemed exclusive, and the Adviser shall be free
to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
5.
ADVISER’S PERSONNEL.
The
Adviser shall, at its own expense, maintain such staff and employ or retain
such
personnel and consult with such other persons as it shall from time to time
determine to be necessary to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Adviser shall be deemed to include persons employed or retained
by the Adviser to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Adviser or the Board of Trustees may desire and
reasonably request and any compliance staff and personnel required by the
Adviser.
6.
EXPENSES.
(a)
With
respect to the operation of the Fund, the Adviser shall be responsible for
(i)
the Fund’s organizational expenses, (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Fund, (iii) the
expenses of printing and distributing extra copies of the Fund’s prospectus,
statement of additional information, and sales and advertising materials (but
not the legal, auditing or accounting fees attendant thereto) to prospective
investors (but not to existing shareholders) to the extent such expenses are
not
covered by any applicable plan adopted pursuant to Rule 12b-1 under the
Investment Company Act, (iv) the costs of any special meetings of the Board
of
Trustees or shareholder meetings convened for the primary benefit of the Adviser
and (v) any costs of liquidating or reorganizing the Fund (unless such cost
is
otherwise allocated by the Board of Trustees). If the Adviser has agreed to
limit the operating expenses of the Fund, the Adviser shall also be responsible
on a monthly basis for any operating expenses that exceed the agreed upon
expense limit.
(b)
The
Fund is responsible for and have assumed the obligation for payment of all
of
its expenses, other than as stated in Subparagraph 6(a) above, including but
not
limited to: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses;
all
expenses of transfer, receipt, safekeeping, servicing and accounting for the
cash, securities and other property of the Trust for the benefit of the Fund
including all fees and expenses of its custodian, shareholder services agent
and
accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating its daily net asset values and of
maintaining its books of account required under the Investment Company Act;
taxes, if any; a pro rata portion of expenditures in connection with meetings
of
the Fund’s shareholders and the Board of Trustees that are properly payable by
the Fund; salaries and expenses of officers of the Trust, including without
limitation the Trust’s Chief Compliance Officer, and fees and expenses of
members of the Board of Trustees or members of any advisory board or committee
who are not members of, affiliated with or interested persons of the Adviser;
insurance premiums on property or personnel of the Fund which inure to their
benefit, including liability and fidelity bond insurance; the cost of preparing
and printing reports, proxy statements, prospectuses and statements of
additional information of the Fund or other communications for distribution
to
existing shareholders; legal, auditing and accounting fees; all or any portion
of trade association dues or educational program expenses determined appropriate
by the Board of Trustees; fees and expenses (including legal fees) of
registering and maintaining registration of its shares for sale under federal
and applicable state and foreign securities laws; all expenses of maintaining
and servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other agents
for
the benefit of the Fund, if any; and all other charges and costs of its
operation plus any extraordinary and non-recurring expenses, except as herein
otherwise prescribed.
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(c)
The
Adviser may voluntarily absorb certain Fund expenses or waive the Adviser’s own
management fee.
(d)
To
the extent the Adviser incurs any costs by assuming expenses which are an
obligation of the Fund as set forth herein, the Fund shall promptly reimburse
the Adviser for such costs and expenses, except to the extent the Adviser has
otherwise agreed to bear such expenses. To the extent the services for which
the
Fund is obligated to pay are performed by the Adviser, the Adviser shall be
entitled to recover from the Fund to the extent of the Adviser’s actual costs
for providing such services. In determining the Adviser’s actual costs, the
Adviser may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
(e)
The
Adviser may not pay fees in addition to any Fund distribution or servicing
fees
to financial intermediaries, including without limitation banks, broker-dealers,
financial advisers, or pension administrators, for sub-administration,
sub-transfer agency or any other shareholder servicing or distribution services
associated with shareholders whose shares are held in omnibus or other group
accounts, except with the prior authorization of the Board of Trustees. Where
such arrangements are authorized by the Board of Trustees, the Adviser shall
report regularly to the Trust on the amounts paid and the relevant financial
institutions.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
The
Fund shall pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all investment management and advisory services furnished
or
provided to the Fund pursuant to this Agreement, an annual management fee at
the
rate set forth in Schedule A to this Agreement.
(b)
The
management fee shall be accrued daily by the Fund and paid to the Adviser on
the
first business day of the succeeding month.
(c)
The
initial fee under this Agreement shall be payable on the first business day
of
the first month following the effective date of this Agreement and shall be
prorated as set forth below. If this Agreement is terminated prior to the end
of
any month, the fee to the Adviser shall be prorated for the portion of any
month
in which this Agreement is in effect which is not a complete month according
to
the proportion which the number of calendar days in the month during which
the
Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within ten (10) days after the date of termination.
(d)
The
fee payable to the Adviser under this Agreement will be reduced to the extent
of
any receivable owed by the Adviser to the Fund and as required under any expense
limitation applicable to the Fund.
4
(e)
The
Adviser voluntarily may reduce any portion of the compensation or reimbursement
of expenses due to it pursuant to this Agreement and may agree to make payments
to limit the expenses which are the responsibility of the Fund under this
Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Adviser hereunder or to
continue future payments. Any such reduction will be agreed to prior to accrual
of the related expense or fee and will be estimated daily and reconciled and
paid on a monthly basis.
(f)
Any
such reductions made by the Adviser in its fees or payment of expenses which
are
the Fund’s obligation are subject to reimbursement by the Fund to the Adviser,
if so requested by the Adviser, in subsequent fiscal years if the aggregate
amount actually paid by the Fund toward the operating expenses for such fiscal
year (taking into account the reimbursement) does not exceed the applicable
limitation on Fund expenses. Under the operating expenses limitation agreement,
the Adviser may recoup reimbursements made in any fiscal year of the Fund over
the following three fiscal years. Any such reimbursement is also contingent
upon
the Board of Trustees review and approval at the time the reimbursement is
made.
Such reimbursement may not be paid prior to the Fund’s payment of current
ordinary operating expenses.
(g)
The
Adviser may agree not to require payment of any portion of the compensation
or
reimbursement of expenses otherwise due to it pursuant to this Agreement. Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment
of
any future compensation or reimbursement due to the Adviser hereunder.
8.
NO SHORTING; NO BORROWING.
The
Adviser agrees that neither it nor any of its officers or employees shall take
any short position in the shares of the Fund. This prohibition shall not prevent
the purchase of such shares by any of the officers or employees of the Adviser
or any trust, pension, profit-sharing or other benefit plan for such persons
or
affiliates thereof, at a price not less than the net asset value thereof at
the
time of purchase, as allowed pursuant to rules promulgated under the Investment
Company Act. The 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.
9.
CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE
LAWS.
Nothing
herein contained shall be deemed to require the Trust or the Fund to take any
action contrary to the Trust’s Declaration of Trust, Bylaws, or any applicable
statute or regulation, or to relieve or deprive the Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Trust and
the Fund. In this connection, the Adviser acknowledges that the Board of
Trustees retains ultimate plenary authority over the Fund and may take any
and
all actions necessary and reasonable to protect the interests of shareholders.
10.
REPORTS AND ACCESS.
The
Adviser agrees to supply such information to the Fund’s administrator and to
permit such compliance inspections by the Fund’s administrator as shall be
reasonably necessary to permit the administrator to satisfy its obligations
and
respond to the reasonable requests of the Trustees.
11.
ADVISER’S LIABILITIES AND INDEMNIFICATION.
(a)
The
Adviser shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in the Fund’s offering
materials (including the prospectuses, the statements of additional information,
and advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion therein.
5
(b)
The
Adviser shall be liable to the Fund for any loss (including brokerage charges)
incurred by the Fund as a result of any improper investment made by the Adviser.
(c)
In
the absence of willful misfeasance, bad faith, negligence, or reckless disregard
of the obligations or duties hereunder on the part of the Adviser, the Adviser
shall not be subject to liability to the Trust or the Fund or to any shareholder
of the Fund for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security by the Fund. Notwithstanding the
foregoing, federal securities laws and certain state laws impose liabilities
under certain circumstances on persons who have acted in good faith, and
therefore nothing herein shall in any way constitute a waiver or limitation
of
any rights which the Trust, the Fund or any shareholder of the Fund may have
under any federal securities law or state law.
(d)
Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, directors, trustees, officers and employees of the other
party
(any such person, an “Indemnified Party”) against any loss, liability, claim,
damage or expense (including the reasonable cost of investigating and defending
any alleged loss, liability, claim, damage or expenses and reasonable attorneys’
fees incurred in connection therewith) arising out of the Indemnified Party’s
performance or non-performance of any duties under this Agreement; provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or negligence in the performance
of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
(e)
No
provision of this Agreement shall be construed to protect any trustee or officer
of the Trust, or officer of the Adviser, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12.
NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT.
The
Trust’s employment of the Adviser is not an exclusive arrangement. The Trust may
from time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Adviser may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts
or
the accounts of others for whom it or they may be acting; provided, however,
that the Adviser expressly represents that it will undertake no activities
which
will adversely affect the performance of its obligations to the Fund under
this
Agreement; and provided further that the Adviser will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms
to
the requirements of the Investment Company Act and the Advisers Act and has
been
approved by the Board of Trustees.
13.
TERM.
(a)
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
remain in effect for a period of two (2) years, 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 Trust’s Board of Trustees or
by the vote of a majority of the outstanding voting securities of such 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 Investment Company Act.
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(b)
The
Fund may use the names “S&P 500® Capital Appreciation Fund (Providing for
Special Redemption Feature in 2018)” and “Structured Investment Management” only
for so long as this Agreement or any extension, renewal or amendment hereof
remains in effect. Within sixty (60) days from such time as this Agreement
shall
no longer be in effect, the Fund shall cease to use such a name or any other
name connected with the Adviser.
14.
TERMINATION; NO ASSIGNMENT.
(a)
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 or by vote of a
majority of the outstanding voting securities of the Fund, upon sixty (60)
days’
written notice to the Adviser, and by the Adviser upon sixty (60) days’ written
notice to the Fund. In the event of a termination, the Adviser shall cooperate
in the orderly transfer of the Fund’s affairs and, at the request of the Board
of Trustees, transfer any and all books and records of the Fund maintained
by
the Adviser on behalf of the Fund.
(b)
This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
15.
NONPUBLIC
PERSONAL INFORMATION.
Notwithstanding
any provision herein to the contrary, the 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 Trust (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 Adviser. Such
written approval shall not be unreasonably withheld by the Trust and may not
be
withheld where the 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.
16.
ANTI-MONEY LAUNDERING COMPLIANCE. The
Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended,
the USA PATRIOT Act, and any implementing regulations thereunder (together,
the
“AML Laws”), the Trust has adopted an Anti-Money Laundering Compliance Program.
The Adviser agrees to comply with the Trust’s Anti-Money Laundering Compliance
Program and the AML Laws, as the same may apply to the Adviser, now and in
the
future. The 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 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.
17.
CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The
Adviser acknowledges that, in compliance with the Xxxxxxxx-Xxxxx Act of 2002
(the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations promulgated
thereunder, the Trust and the Fund are required to make certain certifications
and have adopted disclosure controls and procedures. To the extent reasonably
requested by the Trust, the Adviser agrees to use its best efforts to assist
the
Trust and the Fund in complying with the Xxxxxxxx-Xxxxx Act and implementing
the
Trust’s disclosure controls and procedures. The Adviser agrees to inform the
Trust of any material development related to the Fund that the Adviser
reasonably believes is relevant to the Fund’s certification obligations under
the Xxxxxxxx-Xxxxx Act.
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18.
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.
19.
CAPTIONS.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
20.
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 and the Advisers Act and any rules and regulations promulgated
thereunder.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their duly
authorized officers, all on the day and year first above written.
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TRUST
FOR
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STRUCTURED
INVESTMENT
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PROFESSSIONAL
MANAGERS
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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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SCHEDULE
A
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Series
of Trust for Professional Managers
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Annual
Management Fee
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S&P
500® Capital Appreciation Fund (Providing for Special Redemption Feature
in 2018)
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0.55%
of average daily net assets
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