FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
FIFTH AMENDMENT TO THE
THIS FIFTH AMENDMENT dated as of August 17, 2016 to the Fund Administration Servicing Agreement, dated as of April 26, 2006, as amended November 1, 2007, March 11, 2009, August 10, 2010 and September 12, 2011 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of the SNOW CAPITAL 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 series of the Trust to add the Snow Capital Dividend Plus Fund and the Snow Capital Focused Value Fund; 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Amended Exhibit A of the Agreement is hereby superseded and replaced with
Amended Exhibit A attached hereto.
Amended Exhibit B of the Agreement is hereby superseded and replaced with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 Fifth 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. BANK NATIONAL ASSOCIATION
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By: /s/ Xxxx X. Xxxxxx
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By: /s/ Xxxxxxx X. XxXxx | |
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Printed Name: Xxxx X. Xxxxxx
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Printed Name: Xxxxxxx X. XxXxx
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| Title: President | Title: Executive Vice President |
A-1
Amended Exhibit A
to the
Separate Series of Trust for Professional Managers
Name of Series
Snow Capital Opportunity Fund
Snow Capital Small Cap Value Fund
Snow Capital Dividend Plus Fund
Snow Capital Focused Value Fund
Amended Exhibit B
to the
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Multiple Series Trust
FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE effective
October 31, 2016 thru September 30, 2021
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Annual Fee Based Upon Average Net Assets Per Fund*
____ basis points on the first $____
____ basis points on the next $____
____ basis points on the balance
Minimum annual fee: $____ per fund
§ Additional fee of $____ for each additional class (waived for three years for Dividend Plus Fund and the Focused Value Fund.)
§ Additional fee of $____ per manager/sub-advisor per fund
Minimum Fee per fund for to the Dividend Plus Fund and the Focused Value Fund subject to exceptions as listed:
Year 1 = ____% waiver of minimum fee
Year 2 = ____% waiver of minimum fee
Year 3 = ____% waiver of minimum fee
Years 4 and 5 = no minimum waiver
If any fund’s assets under management exceed $____, the waiver for Years 1 and 2 would be ____% of minimum fee.
If any fund’s assets under management exceed $____, there would be no fee waiver for any year.
Services Included in Annual Fee Per Fund
§ Daily Performance Reporting
§ Advisor Information Source Web Portal
§ USBFS Legal Administration (e.g., registration statement update)
CCO Annual Fees (Per Advisor Relationship/Fund)*
§ $____ /fund (subject to change based on Board review and approval)
§ $____ /sub-advisor per fund
Miscellaneous Expenses
Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Additional Services
Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.
* CPI rates for the Snow Capital Small Cap Value Fund and the Snow Capital Opportunity Fund in effect as of 10/31/16 will remain in effect and not increase for the life of the contract if the contract term is five years. Also, if the contract term is five years, CPI will not apply at all to the Dividend Plus Fund or the Focused Value Fund.
Fees are billed monthly.
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Amended Exhibit B (continued) to the
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES FEE SCHEDULE effective October 1, 2016 thru September 30, 2021
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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:
§ ____ basis point on assets
§ $____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
§ $____ first user
§ $____ 2nd user
§ $____ thereafter
§ Plus, $____ - $____ annually
Electronic Board Materials
§ USBFS will establish a unique client board URL and load/maintain all fund board book data for the main fund board meetings and meetings for up to two separate committees
§ Up to 10 non-USBFS users including advisor, legal, audit, etc.
§ Complete application, data and user security – data encryption and password protected
§ On-line customized board materials preparation workflow
§ Includes web-based and local/off-line versions
§ Includes complete initial and ongoing user training
§ Includes 24/7/365 access via toll free number
§ Includes remote diagnostics for each user, including firewall and network issues
§ Triple server backup / failover
Annual Fee
§ $____ /year (includes 10 external users)
§ $____ /year per additional user
§ $____ implementation/setup fee
Daily Pre- and Post-Tax Performance Reporting (INCLUDED IN ANNUAL FEE)
§ Performance Service – $____ /CUSIP per month
§ Setup – $____ /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $____ setup /FTP site
Advisor Information Source Web Portal (INCLUDED IN ANNUAL FEE)
§ $____ /fund per month
§ Specialized projects will be analyzed and an estimate will be provided prior to work being performed
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(Signature on the following page)
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Amended Exhibit B (continued) to the
Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B
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SNOW CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Xxxx Xxxxx
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Printed Name and Title:
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Xxxx Xxxxx, COO
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| Date: 10/11/2016 |
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