SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
SECOND AMENDMENT TO THE
THIS SECOND AMENDMENT dated as of August 30, 2012, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011 (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 15 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.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.
| TRUST FOR PROFESSIONAL MANAGERS | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ Xxxxxx Xxxxxxxxx | By: /s/ Xxxxxxx X. XxXxx |
| Printed Name: Xxxxxx Xxxxxxxxx | Printed Name: Xxxxxxx X. XxXxx |
| Title: Chairman | Title: Executive Vice President |
Amended Exhibit B
to the
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FUND ACCOUNTING SERVICES
FEE SCHEDULE at August, 2012
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Annual Fund Accounting Fee Per Fund*
Base fee on the first $__ million plus
3.00 basis point on the next $__ million
1.00 basis point on the balance
Annual Base Fee on First $__ Million Per Fund*
$__ per domestic equity fund
$__ per domestic balanced fund
$__ per domestic fixed income or money market fund
$__ per international or global equity funds
Plus Out-Of-Pocket Expenses – Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, and all other out-of-pocket expenses.
· Pricing Services
· $__ Domestic and Canadian Equities
· $__ Options
· $__ Corp/Gov/Agency Bonds
· $__ CMO's
· $__ International Equities and Bonds
· $__ Municipal Bonds
· $__ Money Market Instruments
· $__ /Fund/Month - Mutual Fund Pricing
· $__ /Foreign Equity Security/Month for Corporate Action Service
· $__ /Month Manual Security Pricing (>10/day)
· Factor Services (BondBuyer)
· $__ /CMO/Month
· $__ /Mortgage Backed/Month
· $__ /Month Minimum Per Fund Group
· Fair Value Services (FT Interactive)
· $__ on the first 100 securities per day
· $__ on the balance of securities per day
Additional Services – Above pricing is for standard services. Available but not included above are the following services – multiple class funds, master feeder products, international income funds, funds with multiple advisors/sub-advisors.
Supplemental Services
Multiple Classes* - Additional base fee of $__ for each additional class**
**Waived for the Schooner Fund Class I for the first 6 months of launch, i.e. from June 4, 2012 to January 4, 2013.
Multiple Manager Funds* - Additional base fee of $__ per manager/sub-advisor per fund
Conversion - One month of service fee prior to service inception.
NOTE – All schedules subject to change depending upon the use of derivatives – options, futures, short sales, etc.
Fees are billed monthly.
* Subject to annual CPI increase, Milwaukee MSA.
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Advisor’s signature below acknowledges approval of the fee schedule on this Amended Exhibit B.
By: Schooner Investment Group LLC
Name: /s/ Xxxxxx XxXxxx
Title: Chief Operating Officer Date: September 6, 2012
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