ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
ADDENDUM
TO THE
THIS ADDENDUM dated as of July
28, 2009, to the Transfer Agent Servicing Agreement, dated as of June 26, 2007
(the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL
MANAGERS, a Delaware business trust, (the "Trust") on behalf of its
series, the PMC Large Cap Growth Fund, the PMC Large Cap Value Fund, the PMC
Small Cap Core Fund, the PMC International Equity Fund, the PMC Core Fixed
Income Fund and
U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have
entered into an Agreement; and
WHEREAS, the Trust and USBFS
desire to modify Section 4 of the Agreement regarding the Anti-Money Laundering
Program to add references to the Red Flag Identity Theft Prevention Program and
to add the PMC Diversified
Equity Fund; 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 A
of the Agreement is hereby superseded and replaced with Exhibit A attached
hereto.
The Trust and USBFS agree to modify
Section 4 of the Agreement as provided below:
4. Anti-Money Laundering and Red Flag
Identity Theft Prevention Programs
The Trust
acknowledges that it has had an opportunity to review, consider and comment upon
the written procedures provided by USBFS describing various tools used by USBFS
which are designed to promote the detection and reporting of potential money
laundering activity by monitoring certain aspects of shareholder activity as
well as written procedures for verifying a customer’s identity (collectively,
the “Procedures”). Further, the Trust has determined that the
Procedures, as part of the Trust’s overall anti-money laundering program and the
Red Flag Identity Theft Prevention program, are reasonably designed to prevent
the Fund from being used for money laundering or the financing of terrorist
activities and to achieve compliance with the applicable provisions of the Fair
and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and
the implementing regulations thereunder.
Based on
this determination, the Trust hereby instructs and directs USBFS to implement
the Procedures on the Trust’s behalf, as such may be amended or revised from
time to time. It is contemplated that these Procedures will be
amended from time to time by the parties as additional regulations are adopted
and/or regulatory guidance is provided relating to the Trust’s anti-money
laundering and identity theft responsibilities.
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USBFS
agrees to provide to the Trust:
|
(a)
|
Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering or
identity theft activities in connection with the Trust or any shareholder
of the Fund;
|
|
(b)
|
Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering or identity
theft activities, provided that the Trust agrees not to communicate this
information to the customer;
|
|
(c)
|
Any
reports received by USBFS from any government agency or applicable
industry self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring or the Red Flag Identity Theft Prevention Program on
behalf of the Trust;
|
|
(d)
|
Prompt
written notification of any action taken in response to anti-money
laundering violations or identity theft activity as described in (a), (b)
or (c); and
|
|
(e)
|
Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the Trust.
|
The Trust
hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal
regulators access to such information and records maintained by USBFS and
relating to USBFS’s implementation of the Procedures, on behalf of the Trust, as
they may request, and (ii) permit such federal regulators to inspect USBFS’s
implementation of the Procedures on behalf of the Trust.
Except to
the extent supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Addendum 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 X. Buckel________________ | By: /s/ Xxxxxxx X. McVoy________ |
| Printed Name: Xxxx X. Xxxxxx | Printed Name: Xxxxxxx X. XxXxx |
| Title: Vice President | Title: Executive Vice President |
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Exhibit
A
to
the
Separate
Series of Trust for Professional Managers
|
Name
of Series
|
Date Added
|
| PMC Large Cap Growth Fund | July 24, 2007 |
| PMC Large Cap Value Fund | July 24, 2007 |
| PMC Small Cap Core Fund | July 24, 2007 |
| PMC International Equity Fund |
July
24, 2007
|
| PMC Core Fixed Income Fund | July 24, 2007 |
| PMC Diversified Equity Fund | on or after July 28, 2009 |
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