THIS SECOND AMENDMENT dated as of October 16, 2015, to the Fund Administration Servicing Agreement, dated as of April 28, 2011, as amended June 30, 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 list of funds of the Agreement; and
WHEREAS, the parties desire to amend the fees of the Agreement on behalf of the series; and
WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.
Amended Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.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.
* Note 1 – Effective 10/1/2015, a fee concession of 20% for Fund Administration and Fund Accounting will be in place for the M.D. Sass Short Term U.S. Government Agency income Fund (formerly the M.D. Sass 1-3 Year Duration U.S. Agency Bond Fund) for a period of no more than three years OR until the Fund begins operating below its expense cap. Fees that are to receive the concession have been noted.
Third Party Administrative Data Charges (descriptive data for each security)
§ $_____ / per security per month for fund administrative data
CCO Annual Fees (Per Advisor Relationship/Fund)*
§ $_____ /fund (subject to change based on Board review and approval)
§ $_____ / sub-advisor per fund
Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, EDGAR filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Available but not included above are the following services – Daily compliance testing (Charles River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.