THIS SECOND AMENDMENT dated as of April 1, 2014, to the Transfer Agent Servicing Agreement, dated as of April 28, 2011, as amended June 20, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. SASS FUNDS, (the "Funds") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to amend fees; and
WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
Including but not limited to telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC charges, voice response (VRU) maintenance and development, data communication and implementation charges, and travel.
Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access (MFx Portal), client dedicated line data access, programming charges, training, Short-Term Trader reporting, cost basis reporting, Excessive Trader, 12b-1 aging, investor e-mail services, dealer reclaim services, shareholder performance statements, Same Day Cash Flow System, money market fund service organizations, charges paid by investors, literature fulfillment, physical certificate processing, Jumbo pricing, expedited CUSIP setup, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
Advisor’s signature below acknowledges approval of the seven (7) pages of transfer agent fees on this Exhibit C.
By: M.D. Sass Investors Services, Inc.
Name: /s/ Bobby Liu
Title: Bobby Liu
General Counsel & Chief Operating Officer Date: 3/31/2014______________________
Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc.
§ FAN Web Premium (Fund Groups over 50,000 open accounts)
− Implementation - $____ /fund group – includes up to 25 hours of technical/BSA support
− Annual Base Fee - $____ /year
§ FAN Web Select (Fund Groups under 50,000 open accounts)
− Implementation - $____ /fund group – includes up to 10 hours of technical/BSA support
− New Account Set-up - $____ /event (Not available with FAN Web Select)
§ Strong Authentication:
− $____ /month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)
Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.
§ Base Fee Per Management Company – file generation and delivery - $____ /year
§ Per Record Charge
− Rep/Branch/ID - $____
− Dealer - $____
§ Price Files - $____ or $____ /user per month, whichever is less
Vision Mutual Fund Gateway
Permits broker/dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts.
§ Inquiry Only
− Inquiry - $____ /event
− Per broker ID - $____ /month per ID
§ Transaction Processing
− Implementation - $____ /management company
− Transaction – purchase, redeem, exchange, literature order - $____ /event
− New Account Setup – $____ /event
− Monthly Minimum Charge - $____ /month
Vision Electronic Statements
Provides the capability for financial intermediaries to access electronic statements via the Vision application.*
§ Implementation Fees
− Develop eBusiness Solutions Software - $____ /fund group
− Code Print Software - $____ /fund group
§ Load charges
− $____ /image
§ Archive charge (for any image stored beyond 2 years)
− $____ /document
*Normal Vision ID and activity charges also apply.
SUPPLEMENTAL SERVICES - FEE SCHEDULE at April, 2014
Short-Term Trader – Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee.
§ 90 days or less: $____ /open account
§ 91-180 days: $____ /open account
§ 181-270 days: $____ /open account
§ 271 days – 1 year: $____ /open account
§ 1 year – 2 years: $____ /open account
Cost Basis Reporting – Annual reporting of shareholder cost basis for non-fiduciary direct accounts based upon an average cost single category basis calculation.
§ $____ /direct open account per year
Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.
§ $____ setup /fund group of 1-5 funds, $____ setup /fund group of over 5 funds
§ $____ /account per year
12b-1 Distribution Fee Aging – Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age will be charged at $____ per open account per year.
E-Mail Services – Services to capture, queue, monitor, service and archive shareholder e-mail correspondence:
§ $____ setup /fund group
§ $____ /month administration
§ $____ /received e-mail correspondence
Dealer Reclaim Services – Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.
§ $____ /fund group per month
Shareholder Performance Statements – We have a variety of features available for providing account or portfolio level performance information on investor statements. Actual costs will depend upon specific client requirements.
§ Setup - $____ /fund group
§ Annual Fee - $____ /open and closed account
Same Day Cash Flow
§ Implementation (one time charge) & Recurring Charges (monthly)
§ Discovery-RIATM Integration: $____ – Only one user license needed if client does not already have Discovery license (monthly fee)
§ Discovery-RIATM License: $____ – Fee per user per month
§ $____ /day plus travel and out-of-pocket expenses
Enhanced Support Services (Monthly fee)
§ $____ - $____ – Basic support components, data scrubbing (cleaning of firm, branch, and rep information), database query requests, compliance report monitoring/review/analysis, compliance workflow assistance, and business requirements analysis.
NSCC SDR Fees
§ Line maintenance fee $____ /month
§ Line use fee $____ /hour
§ Transaction fee $____ /100 records
* Standard data interfaces refers to intermediary files already developed and implemented within the MARS application. All other file feeds will be subject to the standard hourly rate for development and implementation. Any additional costs that may be charged by intermediaries/NSCC for data feeds are not included.
§ Development & Implementation of Electronic Compliance Documents - $____ initial setup fee
Note: Annual compliance minimum fee of $____.
FAN Web Transaction Fees
§ View Consent Enrollment - $____ /transaction
§ Consent Enrollment - $____/transaction
§ View Statements - $____/view
All pricing based upon contractual three-year term. Proposal is rough estimate based upon client request. Rates subject to change once formal business requirements are received and reviewed. Estimate is valid for 90 days based on the following conditions:
§ Document Loading, Storage and Access - Statements presented as PDF documents. Includes data preparation for web-based presentment, document loading, hot storage for two years (2) on primary DASD and WORM-media and unlimited access. Statements will be loaded for all accounts, regardless of consent.
§ Document Consent Processing, Suppression & Notification – On-line consent registration, paper suppression, processing, quality control and e-mail notification of document availability to an ISP address. Suppression and Notification volume will be determined by customer consent. E-mail notification of document availability to an ISP address. Notification volume will be determined by customer consent.
§ Document Setup & Development Fees-- Includes gathering business requirements and creation of functional specification document with record types II, AS, and AT, utilizing a DST OUTPUT MIMS data feed. Applies to major classes of documents (e.g. daily confirm, investor, and tax documents) and significantly different documents within a class (e.g. a high net worth statement). Document set up fees will be determined upon requirements
gathering and defining project scope.
§ Consent options will be reflected on TA2000; Email tracking and reporting on TA2000 Electronic Media reports
Standard Development Fee - Fee assessed for any additional programming outside of the initial implementation scope or any additional post-production enhancements. $____per hour.