SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
SECOND AMENDMENT TO THE
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").
RECITALS
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Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.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.
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxx Buckel_________________
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By: /s/ Xxxxxxx X. McVoy____________
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Name: Xxxx Xxxxxx
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Name: Xxxxxxx X. XxXxx
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| Title: President
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Title: Executive Vice President
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M.D. Sass
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Amended Exhibit C to the
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Multiple Series Trust
TRANSFER AGENT & SHAREHOLDER SERVICES ACCOUNT SERVICES
FEE SCHEDULE FOR at April, 2014
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Annual Service Charges to the Fund*
§ Base Fee Per CUSIP $____ /year
§ NSCC Level 3 Accounts $____ /open account
§ Direct Fund Accounts $____ /open account
§ Closed Accounts $____ /closed account
Services Included in Annual Base Fee Per CUSIP
§ DST NSCC charge
Activity Charges
§ Manual Shareholder Transaction & Correspondence $____ /event
§ Omnibus Account Transaction $____ /transaction
§ Telephone Calls $____ /minute
§ Voice Response Calls $____ /call
§ Daily Valuation/Manual 401k Trade $____ /trade
CUSIP Setup Charge
§ $____ / CUSIP
Out-Of-Pocket Expenses
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.
Additional Services
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.
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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/ Xxxxx Xxx
Title: Xxxxx Xxx
General Counsel & Chief Operating Officer Date: 3/31/2014______________________
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Amended Exhibit C (continued) to the
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TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES
FEE SCHEDULE at April, 2014
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FAN Web
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
− Annual Base Fee - $____ /year
§ FAN Web Direct (API) – Quoted Separately
§ Customization - $____ /hour
§ Activity (Session) Fees:
− Inquiry - $____/event
− Account Maintenance - $____ /event
− Transaction – financial transactions, reorder statements, etc. - $____ /event
− 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)
FAN Mail
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.
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Amended Exhibit C (continued) to the
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES
FEE SCHEDULE at April, 2014
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Client Web Data Access
USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.
§ Setup: MFx Portal - $____
§ Service - $____ /user per month
§ Access to the following systems included:
− BDS – Statement Storage and Retrieval
− ReportSource – Mainframe T/A Report Library
− T/A Imaging – Thin Client AWD
− FundSource – Comprehensive Fund Information
− 3270 – T/A Mainframe Access
§ Custom Electronic File Exchange (DDS of delivery of TIP files) - $____ one time setup fee
- $____ /file per month maintenance fee
Client Dedicated Line Data Access
For USBFS clients requiring continuous on-line access to USBFS shareholder accounting systems, such as for client call center support:
§ $____ /year per workstation for TA2000 AWD access
§ Plus data communications setup and monthly charges based upon location and bandwidth
§ Plus training billed at hourly rates plus out-of-pocket expenses
Programming Charges
§ $____ /hour
§ Charges incurred for customized services based upon fund family requirements including but not limited to:
- Fund setup programming (transfer agent system, statements, options, etc.) – estimate 10 hours per CUSIP
- Select reports – shareholder system queries for customized reporting, mailings, etc.
- File transmissions of client requested shareholder data file extracts
- Conversion programming
- Customized service development
- Voice response system setup (menu selections, shareholder system integration, testing, etc.) – estimated at 3 hours per fund family
- All other client specific customization and/or development services
Transfer Agent Training Services
§ On-site at USBFS - $____ /day
§ At client location - $____ /day plus travel and out-of-pocket expenses
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Amended Exhibit C (continued) to the
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - FEE SCHEDULE at April, 2014
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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)
- 5 Users – $____
- 10 Users – $____
- 20 Users – $____
- 30 Users – $____
- 40 Users – $____
- 50 Users – $____
§ Training
- Webex - $____ /user
- On Site - $____ /day
§ Real Time Data Feeds
- Implementation (per feed) - $____ /hour (8 hour estimate)
- Recurring (per feed) - $____ /month
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Amended Exhibit C (continued) to the
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES FEE SCHEDULE at April, 2014
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FAF Money Market Fund Service Organizations
§ $____ /money market share class per year
§ Out-of-pocket expenses (see Transfer Agent Fee Schedule)
Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
§ $____ /qualified plan account or Xxxxxxxxx ESA account (Cap at $30.00 /SSN)
§ $____ /transfer to successor trustee
§ $____ /participant distribution (Excluding SWPs)
§ $____ /refund of excess contribution
§ $____ /reconversion/recharacterization
Additional Shareholder Paid Fees
§ $____ /outgoing wire transfer or overnight delivery
§ $____ /telephone exchange
§ $____ /return check or ACH or stop payment
§ $____ /research request per account (Cap at $____ /request) (This fee applies to requests for statements older than the prior year)
Literature Fulfillment Services*
§ Account Management
− $____ /month (account management, lead reporting and database administration)
§ Out-of-Pocket Expenses
− Kit and order processing expenses, postage, and printing
§ Inbound Teleservicing Only
− Account Management - $____ /month
− Call Servicing - $____ /minute
§ Lead Conversion Reporting (Closed Loop)
− Account Management $____ /month
− Database Installation, Setup - $____ /fund group
− Specialized Programming - (Separate Quote)*
*Fees exclude postage and printing charges.
Physical Certificate Processing – Services to support the setup and processing of physical certificated shares for a fund family:
§ $____ setup/fund group
§ $____ /certificate transaction
Jumbo Pricing (JUMBO) – allows grouping of accounts for the purpose of calculating the advanced commission paid to a dealer.
§ $____ /account group per year
Expedited CUSIP Setup - $____ /CUSIP (Less than 35 days)
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Amended Exhibit C (continued) to the
MARS SALES REPORTING & COMPLIANCE SERVICES
SUPPLEMENTAL SERVICES - FEE SCHEDULE at April, 2014
System Implementation Cost
§ $____ - $____ - Includes TA2000 data and standard data interfaces*
§ $____ /hour – Software or report customization
Monthly Service Fee
§ $____ – Standard monthly service fee
Monthly Base Module Fees (Per user)
§ $____ – MARS Base 22c-2 Compliance Module
− 22c-2 Rules definition, workflow process management, data request manager, account, and transactions
§ $____ – MARS Base Sales and Asset Reporting Module
− Data cleaning, and sales & asset reports with sales views
§ $____ – MARS Base Core CRM Module
− Firm, branch, rep profiles, activity management, calendar, tickler, security & administration, and rep import
Optional Services (Monthly per user unless otherwise noted)
§ $____ – Channel/territory manager (included in base fee for CRM Module)
§ $____ – Customer/account module
§ $____ – MARS omnibus reconciliation manager
§ $____ – Supermarket platform reporting module
§ $____ – Data quality module (only one license needed)
§ $____ – Handheld module
§ $____ – Handheld implementation (one time only)
§ $____ – Mapping integration module
§ $____ – Multiple Windows Module (only one license needed)
§ $____ – Document Management Module (only one license needed)
§ $____ – Profiling Module (only one license needed)
Discovery-RIATM Database Integration
§ Discovery-RIATM Implementation: $____ – One-time set-up fee
§ 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
MARS Training
§ $____ /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.
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Amended Exhibit C (continued) to the
INFORMA ELECTRONIC SHAREHOLDER STATEMENT SERVICES
FEE SCHEDULE at April, 2014
Electronic Confirm Presentation
eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.
§ Document Loading, Storage, and Access - $____ /statement
§ Document Consent Processing, Suppression, and Notification - $____ /suppressed statement
§ Development & Implementation of Electronic Confirm Statements - $____initial setup fee
Note: Quarterly minimum fee of $____.
Electronic Investor Statement Presentation
eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.
§ Document Loading, Storage, and Access - $____ /statement
§ Document Consent Processing, Suppression, and Notification - $____ /suppressed statement
§ Development & Implementation of Electronic Investor Statements - $____ initial setup fee
Electronic Tax Presentation
eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.
§ Document Loading, Storage, and Access - $____ /statement
§ Document Consent Processing, Suppression, and Notification - $____ /suppressed statement
§ Development & Implementation of Electronic Tax Statements - $____ initial setup fee
Electronic Compliance Presentation
eCompliance allows consented users to receive an e-mail containing a link to the respective compliance material for each compliance run.
§ Document Loading, Storage, and Access
§ Document Consent Processing, Suppression, and Notification - $____ /suppressed statement
§ 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
Notes:
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 XXXX data feed. Applies to major classes of documents (x.x. xxxxx 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.
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