AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
TO
THIS AMENDMENT (“Amendment”)
dated August 28th , 2009
(the “Effective Date”) is made to the Investment Sub-Advisory Agreement
(“Agreement”) dated June 26, 2007 by and between Envestnet Asset Management,
Inc., a Delaware corporation (“Envestnet”), and Xxxxxx, Xxxxxx & Company,
L.P., a Delaware limited partnership (“Sub-Advisor”).
WHEREAS, the Trust on behalf
of the Fund has retained Envestnet to render investment management services to
the Fund pursuant to the Amended and Restated Investment Advisory Agreement
dated as of July 28, 2009;
WHEREAS, Envestnet and
Sub-Advisor entered into an Agreement pursuant to which, among other things,
Sub-Advisor and Envestnet agreed that Envestnet would delegate certain of its
responsibilities under the Investment Advisory Agreement to the
Sub-Advisor;
WHEREAS, Envestnet and
Sub-Advisor desire to amend the Agreement as provided herein;
NOW THEREFORE, in
consideration of the promises, covenants, representations and warranties
contained herein, and intending to be legally bound hereby, for other good and
valuable consideration, the parties hereto agree as follows:
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1.
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The
second “WHEREAS” clause in the preamble of the Agreement is hereby deleted
in its entirety and replaced with the following
language:
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WHEREAS, the PMC Diversified
Equity Fund (the “Fund”)
is a separate series of the Trust having separate assets and
liabilities;
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2.
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Schedule
A of the Agreement is hereby deleted in its entirety and replaced with the
following fee schedule:
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SCHEDULE
A
FEES
| Series of Trust for Professional Managers | Annual Fee Rate | |
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PMC
Diversified Equity Fund
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0.40%
on the first $100 million
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| 0.35% after $100 million |
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3.
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Continuing
Effect of the Agreement: All provisions of the Agreement,
except as specifically modified by this Amendment, shall remain in full
force and effect and are hereby reaffirmed. This Amendment,
including incorporated terms and conditions of the Agreement, contain the
entire agreement between Sub-Advisor and Envestnet with respect to the
subject matter hereof. Any capitalized terms not herein defined
shall have the same meaning given to them as in the
Agreement.
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1
IN WITNESS WHEREOF, the
parties, by their duly authorized representatives, have executed this Amendment
as of the Effective Date first written above.
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Xxxxxx,
Xxxxxx & Company, L.P.
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Envestnet Asset Management, Inc. |
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By: /s/
Xxxxxx X. Xxxxxxx
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By: /s/ Xxxxxxx
Xxxxxx
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Name: Xxxxxx
X. Xxxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: Vice
President
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Title: Chief Investment
Officer
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