AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
TO
THIS AMENDMENT (“Amendment”)
dated August 25, 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
Mellon Capital Management Corporation, a Delaware corporation, formerly Mellon
Equity Associates, LLP (“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 and Annual Fee Rate
PMC Diversified Equity
Fund
37 basis
points on the first $50 million of average current net assets of the
Portfolio
35 basis
points on the next $50 million of average current net assets of the
Portfolio
30 basis
points on the average current assets of the Portfolio over $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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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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Mellon
Capital Management Corporation
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Envestnet
Asset Management, Inc.
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By: /s/ Xxxxxx X.
Xxxxxx
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By: /s/ Xxxxxxx
Xxxxxx
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Name: Xxxxxx X.
Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: EVP & Chief
Administrative Officer
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Title: Chief Investment
Officer
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