THIRD AMENDMENT TO THE
THIRD AMENDMENT TO THE
THIS THIRD AMENDMENT dated as of March 11, 2013, to the Fund Administration Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011 and August 30, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Trust and USBFS desire to amend the fees of the Agreement; 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Amended Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.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 Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| TRUST FOR PROFESSIONAL MANAGERS | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ Xxxx Xxxxxx | By: /s/ Xxxxxxx X. XxXxx |
| Printed Name: Xxxx Xxxxxx | Printed Name: Xxxxxxx X. XxXxx |
| Title: President | Title: Executive Vice President |
Amended Exhibit B to the Fund Administration Servicing Agreement –
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FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE at March 1, 2013
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Domestic Funds
Annual Fee Based Upon Market Value Per Fund*
12 basis points on the first $__ million
8 basis points on the next $__ million
5 basis points on the balance
Minimum annual fee: $__ per fund
International Funds
Annual Fee Based Upon Market Value Per Fund*
20 basis points on the first $__ million
15 basis points on the next $__ million
10 basis points on the next $__ million
6 basis points on the balance
Minimum annual fee: $__ per fund
Plus Out-Of-Pocket Expenses – Including but not limited to postage, stationery, programming, special reports, daily compliance testing systems expenses, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from board of directors meetings, third party auditing and legal expenses, conversion expenses (if necessary), and all other out-of-pocket expenses.
Additional Services – Above pricing is for standard services. Available but not included above are the following services – multiple classes, legal administration, SEC §15(c) reporting, Advisor Information Source data delivery, daily fund compliance testing, daily pre- and post-performance reporting.
Fees are billed monthly.
* Subject to annual CPI increase, based on the minimum initial fund fee of $__ /year and multiple class fund fee of $__ /year per class.
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Amended Exhibit B (continued) to the Fund Administration Servicing Agreement –
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Chief Compliance Officer Services
U.S. Bancorp provides the Chief Compliance Officer (CCO) for each fund serviced within the Multiple Series Trust.
Compliance functions performed by USBFS provided CCO include, but are not limited to:
• Designation as the Trust’s Chief Compliance Officer
• Periodic and Annual Reporting to MST Fund Board
• Board Meeting Presentation and Board Support
• MST Fund Board Liaison for All Compliance Matters
• Daily Resource to Advisor CCO and Fund Board
• Review of Advisor Compliance Policies, Procedures and Controls
• Review of USBFS/USB Critical Procedures & Compliance Controls
• Due Diligence Review of Advisor and USBFS Service Facilities
• Testing, Documentation and Reporting of Advisor and USBFS/USB Compliance
Policies, Procedures and Controls
Compliance functions performed by USBFS Risk Management Team include, but are not limited to:
• Quarterly USBFS Certification to Trust CCO
• Business Line Functions Supported
• Fund Administration and Compliance
• Transfer Agent and Shareholder Services
• Fund Accounting
• Custody Services
• Distribution Services
• CCO Portal – Web On-line Access to Fund CCO Documents
• Periodic CCO Conference Calls
• Dissemination of Industry/Regulatory Information
• Client & Business Line Compliance Education & Training
Chief Compliance Officer Annual Fees (Per Advisor Relationship/Fund)*
§ $__ for the first fund (subject to Board approval)
§ $__ for each additional fund (subject to change based on Board review and approval)
§ $__ /sub-advisor per fund
Plus Out-Of-Pocket Expenses – including but not limited to CCO team travel related costs to perform due diligence reviews at Advisor facilities
Fees are billed monthly.
*Subject to annual CPI increase, Milwaukee MSA.
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Amended Exhibit B (continued) to the Fund Administration Servicing Agreement –
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at March 1, 2013
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Multiple Classes
1 basis point at each level
$__ base fee
Annual Legal Administration (INCLUDED IN ANNUAL FEE)
Add the following for legal administration services in support of external legal counsel, including annual
registration statement update and drafting of supplements:
§ $__ additional minimum
Additional Services (NOT INCLUDED IN ANNUAL FEE)
§ New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $__ /project
§ Subsequent new share class launch – $__ /project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $__ /fund per year
§ Setup – $__ /fund group
§ Data Feed – $__ /security per month
Section 15(c) Reporting
§ $__ /fund per report – first class
§ $__ /additional class report
Equity Attribution (Morningstar Direct)
§ $__first user
§ $__second user
§ $__thereafter
§
Daily Pre- and Post-Tax Fund (INCLUDED IN ANNUAL FEE) and/or Sub-Advisor Performance Reporting
§ Performance Service – $__ /CUSIP per month
§ Setup – $__ /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $__setup /FTP site
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Advisor’s Signature below acknowledges approval of the Fund Administration fee schedules of this Amended Exhibit B.
Schooner Investment Group LLC
By: /s/ Xxxxxx XxXxxx
Name: Xxxxxx XxXxxx
Title: Chief Operating Officer Date: March 27, 2013
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