FUND ACCOUNTING SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into
as of this 26th day of June, 2007, by and between the TRUST FOR
PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”), on
behalf of its series named in Exhibit A hereto, (each a “Fund”, and
collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC,
a Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Trust is registered under
the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end
management investment company, and is authorized to issue shares of beneficial
interest in separate series, with each such series representing interests in
a
separate portfolio of securities and other assets;
WHEREAS,
USBFS is, among other things,
in the business of providing mutual fund accounting services to investment
companies; and
WHEREAS,
the Trust desires to retain
USBFS to provide accounting services to each series of the Trust listed on
Exhibit A hereto (as amended from time to time) (each a “Fund” and
collectively, the “Funds”).
NOW,
THEREFORE, in consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
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1.
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Appointment
of USBFS as Fund
Accountant
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The
Trust
hereby appoints USBFS as fund accountant of the Trust on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed
by
or may be asserted against USBFS hereunder.
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2.
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Services
and Duties of USBFS
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USBFS
shall provide the following accounting services to the Fund:
A. Portfolio
Accounting Services:
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(1)
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Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the Fund’s investment
adviser.
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(2)
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For
each valuation date, obtain prices from a pricing source approved
by the
board of trustees of the Trust (the “Board of Trustees”) and apply those
prices to the portfolio positions. For those securities where
market quotations are not readily available, the Board of Trustees
shall
approve, in good faith, procedures for determining the fair value
for such
securities.
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(3)
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Identify
interest and dividend accrual balances as of each valuation date
and
calculate gross earnings on investments for each accounting
period.
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(4)
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Determine
gain/loss on security sales and identify them as short-term or long-term;
account for periodic distributions of gains or losses to shareholders
and
maintain undistributed gain or loss balances as of each valuation
date.
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(5)
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On
a daily basis, reconcile cash of the Fund with the Fund’s
custodian.
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(6)
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Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
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(7)
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Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
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B. Expense
Accrual and Payment Services:
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(1)
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For
each valuation date, calculate the expense accrual amounts as directed
by
the Trust as to methodology, rate or dollar
amount.
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(2)
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Process
and record payments for Fund expenses upon receipt of written
authorization from the Trust.
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(3)
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Account
for Fund expenditures and maintain expense accrual balances at the
level
of accounting detail, as agreed upon by USBFS and the
Trust.
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(4)
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Provide
expense accrual and payment
reporting.
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C. Fund
Valuation and Financial Reporting Services:
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(1)
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Account
for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund’s
transfer agent on a timely basis.
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(2)
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Apply
equalization accounting as directed by the
Trust.
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(3)
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Determine
net investment income (earnings) for the Fund as of each valuation
date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances
as
of each valuation date.
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(4)
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Maintain
a general ledger and other accounts, books, and financial records
for the
Fund in the form as agreed upon.
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(5)
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Determine
the net asset value of the Fund according to the accounting policies
and
procedures set forth in the Fund's current
prospectus.
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(6)
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Calculate
per share net asset value, per share net earnings, and other per
share
amounts reflective of Fund operations at such time as required by
the
nature and characteristics of the
Fund.
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(7)
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Communicate
to the Trust, at an agreed upon time, the per share net asset value
for
each valuation date.
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(8)
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Prepare
monthly reports that document the adequacy of accounting detail to
support
month-end ledger balances.
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(9)
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Prepare
monthly security transactions
listings.
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D. Tax
Accounting Services:
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(1)
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Maintain
accounting records for the investment portfolio of the Fund to support
the
tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
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(2)
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Maintain
tax lot detail for the Fund’s investment
portfolio.
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(3)
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Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Trust.
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(4)
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Provide
the necessary financial information to calculate the taxable components
of
income and capital gains distributions to support tax reporting to
the
shareholders.
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E. Compliance
Control Services:
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(1)
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Support
reporting to regulatory bodies and support financial statement preparation
by making the Fund's accounting records available to the Trust, the
Securities and Exchange Commission (the “SEC”), and the independent
accountants.
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(2)
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Maintain
accounting records according to the 1940 Act and regulations provided
thereunder.
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(3)
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Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
Trust in connection with any certification required of the Trust
pursuant
to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same
shall not
be deemed to change USBFS’s standard of care as set forth
herein.
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(4)
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Cooperate
with the Trust’s independent accountants and take all reasonable action in
the performance of its obligations under this Agreement to ensure
that the
necessary information is made available to such accountants for the
expression of their opinion on the Fund’s financial statements without any
qualification as to the scope of their
examination.
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3.
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License
of Data; Warranty; Termination of
Rights
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A.
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The
valuation information and evaluations being provided to the Trust
by USBFS
pursuant hereto (collectively, the “Data”) are being licensed, not sold,
to the Trust. The Trust has a limited license to use the Data
only for purposes necessary to valuing the Trust’s assets and reporting to
regulatory bodies (the “License”). The Trust does not have any
license nor right to use the Data for purposes beyond the intentions
of
this Agreement including, but not limited to, resale to other users
or use
to create any type of historical database. The License is
non-transferable and not sub-licensable. The Trust’s right to
use the Data cannot be passed to or shared with any other
entity.
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The
Trust
acknowledges the proprietary rights that USBFS and its suppliers have in the
Data.
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B.
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THE
TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES,
EXPRESS
OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY
OTHER
MATTER.
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C.
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USBFS
may stop supplying some or all Data to the Trust if USBFS’s suppliers
terminate any agreement to provide Data to USBFS. Also, USBFS
may stop supplying some or all Data to the Trust if USBFS reasonably
believes that the Trust is using the Data in violation of the License,
or
breaching its duties of confidentiality provided for hereunder, or
if any
of USBFS’s suppliers demand that the Data be withheld from the
Trust. USBFS will provide notice to the Trust of any
termination of provision of Data as soon as reasonably
possible.
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4.
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Pricing
of Securities
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A.
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For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Trustees and apply
those
prices to the portfolio positions of the Fund. For those
securities where market quotations are not readily available, the
Board of
Trustees shall approve, in good faith, procedures for determining
the fair
value for such securities.
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If
the
Trust desires to provide a price that varies from the price provided by the
pricing source, the Trust shall promptly notify and supply USBFS with the price
of any such security on each valuation date. All pricing changes made
by the Trust will be in writing and must specifically identify the securities
to
be changed by CUSIP, name of security, new price or rate to be applied, and,
if
applicable, the time period for which the new price(s) is/are
effective.
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B.
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In
the event that the Trust at any time receives Data containing evaluations,
rather than market quotations, for certain securities or certain
other
data related to such securities, the following provisions will
apply: (i) evaluated securities are typically complicated
financial instruments. There are many methodologies (including
computer-based analytical modeling and individual security evaluations)
available to generate approximations of the market value of such
securities, and there is significant professional disagreement about
which
method is best. No evaluation method, including those used by
USBFS and its suppliers, may consistently generate approximations
that
correspond to actual “traded” prices of the securities; (ii) methodologies
used to provide the pricing portion of certain Data may rely on
evaluations; however, the Trust acknowledges that there may be errors
or
defects in the software, databases, or methodologies generating the
evaluations that may cause resultant evaluations to be inappropriate
for
use in certain applications; and (iii) the Trust assumes all
responsibility for edit checking, external verification of evaluations,
and ultimately the appropriateness of using Data containing evaluations,
regardless of any efforts made by USBFS and its suppliers in this
respect.
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5.
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Changes
in Accounting Procedures
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Any
resolution passed by the Board of Trustees that affects accounting practices
and
procedures under this Agreement shall be effective upon written receipt of
notice and acceptance by USBFS.
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6.
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Changes
in Equipment, Systems,
Etc.
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USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment,
so
long as such changes do not adversely affect the services provided to the Trust
under this Agreement.
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7.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Trust shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the
billing notice, except for any fee or expense subject to a good faith
dispute. The Trust shall notify USBFS in writing within 30 calendar
days following receipt of each invoice if the Trust is disputing any amounts
in
good faith. The Trust shall pay such disputed amounts within 10
calendar days of the day on which the parties agree to the amount to be
paid. With the exception of any fee or expense the Trust is disputing
in good faith as set forth above, unpaid invoices shall accrue a finance charge
of 1½% per month after the due date. Notwithstanding anything to the
contrary, amounts owed by the Trust to USBFS shall only be paid out of the
assets and property of the particular Fund involved.
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8.
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Representations
and Warranties
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A.
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The
Trust hereby represents and warrants to USBFS, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the
Trust in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of the Trust, enforceable in accordance with its
terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Trust, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS
in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
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9.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. Neither USBFS nor its suppliers shall be liable for
any error of judgment or mistake of law or for any loss suffered
by the
Trust or any third party in connection with its duties under this
Agreement, including losses resulting from mechanical breakdowns
or the
failure of communication or power supplies beyond USBFS’s control, except
a loss arising out of or relating to USBFS’s refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence,
or
willful misconduct in the performance of its duties under this
Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance
of
its duties under this Agreement, the Trust shall indemnify and hold
harmless USBFS and its suppliers from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that USBFS or its suppliers may
sustain or incur or that may be asserted against USBFS or its suppliers
by
any person arising out of or related to (X) any action taken or omitted
to
be taken by it in performing the services hereunder (i) in accordance
with
the foregoing standards, or (ii) in reliance upon any written or
oral
instruction provided to USBFS by any duly authorized officer of the
Trust,
as approved by the Board of Trustees of the Trust, or (Y) the Data,
or any
information, service, report, analysis or publication derived therefrom,
except for any and all claims, demands, losses, expenses, and liabilities
arising out of or relating to USBFS’s refusal or failure to comply with
the terms of this Agreement or from its bad faith, negligence or
willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of
the Trust, its successors and assigns, notwithstanding the termination
of
this Agreement. As used in this paragraph, the term “USBFS”
shall include USBFS’s directors, officers and
employees.
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The
Trust
acknowledges that the Data are intended for use as an aid to institutional
investors, registered brokers or professionals of similar sophistication in
making informed judgments concerning securities. The Trust accepts
responsibility for, and acknowledges it exercises its own independent judgment
in, its selection of the Data, its selection of the use or intended use of
such,
and any results obtained. Nothing contained herein shall be deemed to
be a waiver of any rights existing under applicable law for the protection
of
investors.
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USBFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including
reasonable attorneys' fees) that the Trust may sustain or incur or that may
be
asserted against the Trust by any person arising out of any action taken or
omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply
with the terms of this Agreement, or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Trust” shall include
the Trust’s directors, officers and employees.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be
entitled to inspect USBFS’s premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Trust, at such times as the
Trust may reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS relating to the
services provided by USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
In
no
case shall either party be liable to the other for (i) any special, indirect
or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); (ii) any delay by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts
of
God, insurrection, war, riots, or failure beyond its control of transportation
or power supply; or (iii) any claim that arose more than one year prior to
the
institution of suit therefor.
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B.
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In
order that the indemnification provisions contained in this section
shall
apply, it is understood that if in any case the indemnitor may be
asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a claim
for
indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall
take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which
the
indemnitor will be asked to indemnify the indemnitee except with
the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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D.
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If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any
of its
obligations in such other capacity.
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10.
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Notification
of Error
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The
Trust
will notify USBFS of any discrepancy between USBFS and the Trust, including,
but
not limited to, failing to account for a security position in the Fund’s
portfolio, upon the later to occur of: (i) three business days after receipt
of
any reports rendered by USBFS to the Trust; (ii) three business days after
discovery of any error or omission not covered in the balancing or control
procedure; or (iii) three business days after receiving notice from any
shareholder regarding any such discrepancy.
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11.
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Data
Necessary to Perform
Services
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The
Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
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12.
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Proprietary
and Confidential
Information
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A.
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USBFS
agrees on behalf of itself and its directors, officers, and employees
to
treat confidentially and as proprietary information of the Trust,
all
records and other information relative to the Trust and prior, present,
or
potential shareholders of the Trust (and clients of said shareholders),
and not to use such records and information for any purpose other
than the
performance of its responsibilities and duties hereunder, except
(i) after
prior notification to and approval in writing by the Trust, which
approval
shall not be unreasonably withheld and may not be withheld where
USBFS may
be exposed to civil or criminal contempt proceedings for failure
to
comply, (ii) when requested to divulge such information by duly
constituted authorities, or (iii) when so requested by the
Trust. Records and other information which have become known to
the public through no wrongful act of USBFS or any of its employees,
agents or representatives, and information that was already in the
possession of USBFS prior to receipt thereof from the Trust or its
agent,
shall not be subject to this
paragraph.
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9
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to
Title
V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust and its
shareholders.
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B.
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The
Trust, on behalf of itself and its directors, officers, and employees,
will maintain the confidential and proprietary nature of the Data
and
agrees to protect it using the same efforts, but in no case less
than
reasonable efforts, that it uses to protect its own proprietary and
confidential information.
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13.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained
by USBFS relating to the services to be performed by USBFS hereunder are the
property of the Trust and will be preserved, maintained, and made available
in
accordance with such applicable sections and rules of the 1940 Act and will
be
promptly surrendered to the Trust or its designee on and in accordance with
its
request.
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14.
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Compliance
with Laws
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The
Trust
has and retains primary responsibility for all compliance matters relating
to
the Fund, including but not limited to compliance with the 1940 Act, the Code,
the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of
the
Fund relating to its portfolio investments as set forth in its current
prospectus and statement of additional information. USBFS’s services
hereunder shall not relieve the Trust of its responsibilities for assuring
such
compliance or the Board of Trustee’s oversight responsibility with respect
thereto.
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15.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the
initial three-year term, this Agreement may be terminated by either party upon
giving 90 days prior written notice to the other party or such shorter period
as
is mutually agreed upon by the parties. Notwithstanding the
foregoing, this Agreement may be terminated by any party upon the breach of
the
other party of any material term of this Agreement if such breach is not cured
within 15 days of notice of such breach to the breaching party. This
Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Trust, and authorized or approved by the
Board of Trustees.
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16.
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Duties
in the Event of
Termination
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In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice
to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence
and other data established or maintained by USBFS under this Agreement in a
form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS has maintained the same, the Trust shall pay any expenses associated
with
transferring the data to such form), and will cooperate in the transfer of
such
duties and responsibilities, including provision for assistance from USBFS’s
personnel in the establishment of books, records and other data by such
successor. If no such successor is designated, then such books,
records and other data shall be returned to the Trust.
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17.
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Early
Termination
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In
the
absence of any material breach of this Agreement, should the Trust elect to
terminate this Agreement prior to the end of the term, the Trust agrees to
pay
the following fees:
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a.
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all
monthly fees through the life of the contract, including the rebate
of any
negotiated discounts;
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b.
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all
fees associated with converting services to successor service
provider;
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c.
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all
fees associated with any record retention and/or tax reporting obligations
that may not be eliminated due to the conversion to a successor service
provider;
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d.
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all
out-of-pocket costs associated with a-c
above.
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18. Assignment
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Trust without the written consent of USBFS, or by
USBFS
without the written consent of the Trust accompanied by the authorization or
approval of the Trust’s Board of Trustees.
19. Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act,
the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
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20. No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower either party to act
as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
21. Services
Not Exclusive
Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
22. Invalidity
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
23. Notices
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS and the Trust shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
X.
Xxxxxxxx
Xxxxxxxxx,
XX 00000
24. Multiple
Originals
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
12
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
| TRUST FOR PROFESSIONAL MANAGERS | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/Xxxxxx Xxxxxxxxx | By: /s/Xxxxxxx X. XxXxx |
| Name: Xxxxxx Xxxxxxxxx | Name: Xxxxxxx X. XxXxx |
| Title: Chairman | Title: Senior Vice President |
13
Exhibit
A
to
the
Fund
Names
| Name of Series | Date Added |
| Seascape Focus Growth Fund | on or after June 26, 2007 |
| Seascape Focus Growth Fund Institutional Class | on or after June 26, 2007 |
A-1
