XML 11 R8.htm IDEA: XBRL DOCUMENT v3.19.2
Label Element Value
Prospectus [Line Items] rr_ProspectusLineItems  
Document Type dei_DocumentType 485BPOS
Document Period End Date dei_DocumentPeriodEndDate Feb. 28, 2019
Entity Registrant Name dei_EntityRegistrantName TRUST FOR PROFESSIONAL MANAGERS
Entity Central Index Key dei_EntityCentralIndexKey 0001141819
Amendment Flag dei_AmendmentFlag false
Document Creation Date dei_DocumentCreationDate Jun. 28, 2019
Document Effective Date dei_DocumentEffectiveDate Jun. 28, 2019
Prospectus Date rr_ProspectusDate Jun. 28, 2019
Entity Inv Company Type dei_EntityInvCompanyType N-1A
Dearborn Partners Rising Dividend Fund  
Prospectus [Line Items] rr_ProspectusLineItems  
Risk/Return [Heading] rr_RiskReturnHeading Dearborn Partners Rising Dividend Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Dearborn Partners Rising Dividend Fund (the “Fund”) seeks current income, rising income over time, and long-term capital appreciation.
Expense [Heading] rr_ExpenseHeading Fees and Expenses of the Fund
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on Class A shares if you or your family invest, or agree to invest in the future, at least $25,000 in the Fund’s Class A shares. Certain financial intermediaries may also offer variations in Fund sales charges to their customers as described in Appendix A to the Prospectus. More information about these and other discounts is available from your financial professional and under “Shareholder Information – Class A Sales Charge Reductions and Waivers” beginning on page 15 of this Prospectus, in Appendix A to the Prospectus, and under “Sales Charges; Sales Charge Reductions and Waivers – Sales Charges on Class A Shares” beginning on page 35 of the Fund’s Statement of Additional Information (“SAI”).
Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees(fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses(expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination June 28, 2020
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may generate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These transaction costs and potentially higher taxes, which are not reflected in the annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 13.69% of the average value of its portfolio.
Portfolio Turnover, Rate rr_PortfolioTurnoverRate 13.69%
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The operating expense limitation discussed in the table above is reflected only through June 28, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption If shares are redeemed:
Expense Example, No Redemption Narrative [Text Block] rr_ExpenseExampleNoRedemptionNarrativeTextBlock
If you did not redeem your Class C shares:
Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
Under normal market conditions, the Fund invests at least 80% of its net assets in the equity securities of companies that pay current dividends and that the Fund’s portfolio managers believe have the potential to increase their dividends with regularity.

Equity securities in which the Fund invests consist primarily of common stocks, but may also include master limited partnerships (“MLPs”) and real estate investment trusts (“REITs”). MLPs are businesses organized as limited partnerships that trade their proportionate shares of the partnership (units) on a public exchange. A REIT is a security of a company that invests in real estate, either through real estate property, mortgages and similar real estate investments, or all of the foregoing. The Fund will invest primarily in securities of U.S. companies, but may invest up to 20% of its net assets in securities of “foreign issuers.” “Foreign issuers” means non-U.S. companies: (a) whose securities are traded on a U.S. exchange, and denominated in U.S. dollars, in the form of American Depositary Receipts (“ADRs”); or (b) who are organized and headquartered outside the United States but whose securities are publicly traded on a U.S. exchange.

The Fund invests in companies in numerous market sectors and with various market capitalizations. The portfolio managers expect to invest mainly in large-capitalization companies (those with market capitalizations of $10 billion and higher), but may also invest in medium-capitalization companies (market capitalizations of $2 billion to $10 billion) and small-capitalization companies (market capitalization of less than $2 billion). The Fund will generally remain fully invested, and under normal market conditions, the Fund’s portfolio will consist of approximately 30 to 80 companies.

In selecting investments for the Fund’s portfolio the Adviser utilizes a bottom-up approach, focusing on fundamental qualities of individual companies. The Adviser believes that consistent earnings growth drives consistent dividend growth. Over the long run, the Adviser believes consistent earnings growth will help the price performance of a stock. Thus, the Fund’s portfolio managers begin with companies with well-established records of consistent earnings and dividend growth. Income created by rising common stock dividends is an important consideration in selecting the Fund’s investments.

The Fund’s portfolio managers will generally sell a security when they believe a company’s dividend growth potential is in jeopardy, when a company’s fundamentals are likely to deteriorate, when a company’s valuation becomes excessive, when a better investment opportunity becomes available or in order to meet shareholder redemptions.
Risk [Heading] rr_RiskHeading Principal Risks
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock
Before investing in the Fund, you should carefully consider your own investment goals, the amount of time you are willing to leave your money invested, and the amount of risk you are willing to take. Remember, in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund. The principal risks of investing in the Fund are:

•
General Market Risk. Certain securities selected for the Fund’s portfolio may be worth less than the price originally paid for them, or less than they were worth at an earlier time.
•
Strategy Risk. There is no guarantee that the issuers of the stocks held by the Fund will declare dividends in the future, or that if dividends are declared, they will remain at their current levels or increase over time. The Fund’s performance during a broad market advance could suffer because dividend paying stocks may not experience the same capital appreciation as non-dividend paying stocks. Depending upon market conditions, dividend paying stocks that meet the Fund’s investment criteria may not be widely available, making it difficult for the Adviser to replace stocks that have decreased or eliminated dividend payments.
•
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect and the investment strategy employed by the Adviser in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other similar investment vehicles having a similar investment strategy.
•
Common Stock Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change.
•
Large-Capitalization Company Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large-capitalization companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.
•
Small- and Medium-Capitalization Companies Risk. Investing in securities of small- and medium-capitalization companies may involve greater volatility than investing in larger and more established companies because small- and medium-capitalization companies can be subject to more abrupt or erratic share price changes than larger, more established companies.
•
REIT Risk. Adverse changes in general economic and local market conditions, supply or demand for similar or competing properties, taxes, governmental regulations or interest rates, as well as the risks associated with improving and operating property, may decrease the value of REITs in which the Fund may invest. Additionally, there is always a risk that a REIT will fail to qualify for favorable tax treatment.
•
MLP Risk. MLP investment returns are enhanced during periods of declining or low interest rates and tend to be negatively influenced when interest rates are rising. In addition, most MLPs are fairly leveraged and typically carry a portion of a “floating” rate debt. As such, a significant upward swing in interest rates would also drive interest expense higher. Furthermore, most MLPs grow by acquisitions partly financed by debt, and higher interest rates could make it more difficult to make acquisitions. MLP investments also entail many of the general tax risks of investing in a partnership. Limited partners in a MLP typically have limited control and limited rights to vote on matters affecting the partnership. Additionally, there is always the risk that a MLP will fail to qualify for favorable tax treatment.
•
Foreign Securities and ADR Risk. The Fund’s investments in securities of foreign companies, including in the form of ADRs, are subject to risks relating to political, social and economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices, including fluctuations in foreign currencies. ADRs are securities representing the securities of foreign issuers. A purchaser of unsponsored depositary receipts may not have unlimited voting rights and may not receive as much information about the issuer of the underlying securities as with a sponsored depositary receipt. Income earned on foreign stocks and securities may be subject to foreign withholding taxes.
•
Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its net asset value (“NAV”), impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.
Risk Lose Money [Text] rr_RiskLoseMoney Remember, in addition to possibly not achieving your investment goals, you could lose money by investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The performance information demonstrates the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for the one-year and since inception periods compare with those of a broad measure of market performance. Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.dearbornfunds.com or by calling the Fund toll-free at (888) 983-3380.
Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The performance information demonstrates the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for the one-year and since inception periods compare with those of a broad measure of market performance.
Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (888) 983-3380.
Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress www.dearbornfunds.com
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading Class I Shares(1)  Calendar Year Returns as of December 31
Bar Chart Footnotes [Text Block] rr_BarChartFootnotesTextBlock
(1) 
The returns shown in the bar chart are for Class I shares. The performance of Class A and Class C shares will differ due to differences in expenses.
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
The Fund’s calendar year-to-date return as of March 31, 2019 was 13.22%. During the period shown in the bar chart, the best performance for a quarter was 8.88% (for the quarter ended September 30, 2018). The worst performance was -8.47% (for the quarter ended December 31, 2018).
Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Mar. 31, 2019
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn 13.22%
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel the best performance
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Sep. 30, 2018
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 8.88%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel The worst performance
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Dec. 31, 2018
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (8.47%)
Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns(for the Periods Ended December 31, 2018)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the effect of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred The after-tax returns shown are not relevant to those investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts (“IRAs”).
Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown for Class I shares only and will vary for Class A shares and Class C shares.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an annual tax deduction that benefits the investor.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock
After-tax returns are shown for Class I shares only and will vary for Class A shares and Class C shares. After-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the effect of state and local taxes. The after-tax returns shown are not relevant to those investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts (“IRAs”).

In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an annual tax deduction that benefits the investor.
Dearborn Partners Rising Dividend Fund | S&P 500® Total Return Index (reflects no deduction for fees, expenses or taxes)  
Prospectus [Line Items] rr_ProspectusLineItems  
Label rr_AverageAnnualReturnLabel S&P 500® Total Return Index (reflects no deduction for fees, expenses or taxes)
1 Year rr_AverageAnnualReturnYear01 (4.38%)
5 Years rr_AverageAnnualReturnYear05 8.49%
Since Inception rr_AverageAnnualReturnSinceInception 10.56%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 10, 2013
Dearborn Partners Rising Dividend Fund | Dearborn Partners Rising Dividend Fund - Class A Shares  
Prospectus [Line Items] rr_ProspectusLineItems  
Trading Symbol dei_TradingSymbol DRDAX
Maximum Cumulative Sales Charge (as a percentage of Offering Price) rr_MaximumCumulativeSalesChargeOverOfferingPrice 5.00%
Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice 1.00% [1]
Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.85%
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Other Expenses (as a percentage of Assets): rr_OtherExpensesOverAssets 0.23%
Expenses (as a percentage of Assets) rr_ExpensesOverAssets 1.33%
Fee Waiver or Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.08%)
Net Expenses (as a percentage of Assets) rr_NetExpensesOverAssets 1.25% [2]
Expenses Deferred Charges [Text Block] rr_ExpensesDeferredChargesTextBlock
The Maximum Deferred Sales Charge on Class A shares is applied only to purchases of $500,000 or more that are redeemed within 12 months of purchase.
Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts on Class A shares if you or your family invest, or agree to invest in the future, at least $25,000 in the Fund’s Class A shares.
Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 25,000
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 621
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 893
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 1,185
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 2,015
Label rr_AverageAnnualReturnLabel Class A Shares Return Before Taxes
1 Year rr_AverageAnnualReturnYear01 (5.83%)
5 Years rr_AverageAnnualReturnYear05 5.66%
Since Inception rr_AverageAnnualReturnSinceInception 6.50%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 10, 2013
Dearborn Partners Rising Dividend Fund | Dearborn Partners Rising Dividend Fund - Class C Shares  
Prospectus [Line Items] rr_ProspectusLineItems  
Trading Symbol dei_TradingSymbol DRDCX
Maximum Cumulative Sales Charge (as a percentage of Offering Price) rr_MaximumCumulativeSalesChargeOverOfferingPrice none
Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice 1.00%
Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.85%
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 1.00%
Other Expenses (as a percentage of Assets): rr_OtherExpensesOverAssets 0.23%
Expenses (as a percentage of Assets) rr_ExpensesOverAssets 2.08%
Fee Waiver or Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.08%)
Net Expenses (as a percentage of Assets) rr_NetExpensesOverAssets 2.00% [2]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 303
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 644
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 1,111
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 2,404
Expense Example, No Redemption, 1 Year rr_ExpenseExampleNoRedemptionYear01 203
Expense Example, No Redemption, 3 Years rr_ExpenseExampleNoRedemptionYear03 644
Expense Example, No Redemption, 5 Years rr_ExpenseExampleNoRedemptionYear05 1,111
Expense Example, No Redemption, 10 Years rr_ExpenseExampleNoRedemptionYear10 $ 2,404
Label rr_AverageAnnualReturnLabel Class C Shares Return Before Taxes
1 Year rr_AverageAnnualReturnYear01 (2.61%)
5 Years rr_AverageAnnualReturnYear05 5.95%
Since Inception rr_AverageAnnualReturnSinceInception 6.65%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 10, 2013
Dearborn Partners Rising Dividend Fund | Dearborn Partners Rising Dividend Fund - Class I Shares  
Prospectus [Line Items] rr_ProspectusLineItems  
Trading Symbol dei_TradingSymbol DRDIX
Maximum Cumulative Sales Charge (as a percentage of Offering Price) rr_MaximumCumulativeSalesChargeOverOfferingPrice none
Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.85%
Distribution and Service (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Other Expenses (as a percentage of Assets): rr_OtherExpensesOverAssets 0.23%
Expenses (as a percentage of Assets) rr_ExpensesOverAssets 1.08%
Fee Waiver or Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.08%)
Net Expenses (as a percentage of Assets) rr_NetExpensesOverAssets 1.00% [2]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 102
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 336
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 588
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,310
Annual Return 2014 rr_AnnualReturn2014 14.80%
Annual Return 2015 rr_AnnualReturn2015 (4.63%)
Annual Return 2016 rr_AnnualReturn2016 12.23%
Annual Return 2017 rr_AnnualReturn2017 15.03%
Annual Return 2018 rr_AnnualReturn2018 (0.66%)
Label rr_AverageAnnualReturnLabel Class I Shares Return Before Taxes
1 Year rr_AverageAnnualReturnYear01 (0.66%)
5 Years rr_AverageAnnualReturnYear05 7.02%
Since Inception rr_AverageAnnualReturnSinceInception 7.72%
Inception Date rr_AverageAnnualReturnInceptionDate Apr. 10, 2013
Dearborn Partners Rising Dividend Fund | Dearborn Partners Rising Dividend Fund - Class I Shares | After Taxes on Distributions  
Prospectus [Line Items] rr_ProspectusLineItems  
Label rr_AverageAnnualReturnLabel Class I Shares Return After Taxes on Distributions
1 Year rr_AverageAnnualReturnYear01 (1.02%)
5 Years rr_AverageAnnualReturnYear05 6.63%
Since Inception rr_AverageAnnualReturnSinceInception 7.35%
Dearborn Partners Rising Dividend Fund | Dearborn Partners Rising Dividend Fund - Class I Shares | After Taxes on Distributions and Sales  
Prospectus [Line Items] rr_ProspectusLineItems  
Label rr_AverageAnnualReturnLabel Class I Shares Return After Taxes on Distributions and Sale of Fund Shares
1 Year rr_AverageAnnualReturnYear01 (0.13%)
5 Years rr_AverageAnnualReturnYear05 5.48%
Since Inception rr_AverageAnnualReturnSinceInception 6.07%
[1] The Maximum Deferred Sales Charge on Class A shares is applied only to purchases of $500,000 or more that are redeemed within 12 months of purchase.
[2] Pursuant to an operating expense limitation agreement between Dearborn Partners, L.L.C. (the “Adviser”), the Fund’s investment adviser, and the Trust, on behalf of the Fund, the Adviser has agreed to waive its management fees and/or reimburse Fund expenses to ensure that Total Annual Fund Operating Expenses (exclusive of front-end or contingent deferred loads, Rule 12b-1 fees, shareholder servicing plan fees, taxes, leverage expenses (i.e., any expenses incurred in connection with borrowings made by the Fund), interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transactional expenses, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses or extraordinary expenses such as litigation (collectively “Excluded Expenses”) do not exceed 1.00% of the Fund’s average daily net assets, through at least June 28, 2020 and subject thereafter to annual re-approval of the agreement by the Trust’s Board of Trustees (the “Board of Trustees”). To the extent the Fund incurs Excluded Expenses, Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may be greater than 1.00%. The operating expense limitation agreement can be terminated only by, or with the consent of, the Board of Trustees. The Adviser may request recoupment of previously waived fees and paid expenses from the Fund up to three years from the date such fees and expenses were waived or paid, subject to the operating expense limitation agreement, if such reimbursement will not cause the Fund’s expense ratio, after recoupment has been taken into account, to exceed the lesser of: (1) the expense limitation in place at the time of the waiver and/or expense payment; or (2) the expense limitation in place at the time of the recoupment.