THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
THIRD AMENDMENT TO THE
THIS THIRD AMENDMENT dated as of February 21, 2013, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 and February 14, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Xxxxxx 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 Agreement to add an additional series and to amend the fees; and
WHEREAS, Section 11 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Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
Amended Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.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 Third 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 A
to the
Name of Series
Gerstein Xxxxxx Multi-Factor Growth Equity Fund
Gerstein Xxxxxx Multi-Factor International Growth Equity Fund
Gerstein Xxxxxx Multi-Factor Global Real Estate Securities Fund
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Amended Exhibit B to the
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Gerstein Xxxxxx Funds
FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE at March 1, 2013
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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 (Reduced to $_____ for year 1 & 2)
§ Additional fee of $_____ for each additional class
§ Additional fee of $_____ per manager/sub-advisor per fund
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 fund (subject to change based on Board review and approval)
Gerstein Xxxxxx Multi-Factor International Growth Equity Fund (subject to change based on Board review and approval)
§ _____ annually (November 2012 to October 2013)
§ _____ annually (November 2013 to October 2014)
§ _____ annually (November 2014 to October 2015)
Out-Of-Pocket 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.
Additional Fund Legal Services
§ Subsequent new fund launch - $_____ per fund
§ Subsequent new share class launch - $_____ per project
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
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Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B.
By: Gerstein, Xxxxxx & Associates, Inc.
Name: /s/ Xxxxx X. Xxxxxx
Title: President & CEO Date: 3/15/13
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Amended Exhibit B (continued) to the Fund Administration Servicing Agreement – Trust for Professional Managers
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at March 1, 2013
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Multiple Classes
Add the following for each class beyond the first class:
§ _____ basis point at each level
§ $_____ /class minimum
Additional Legal Services
§ 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 Pre- and Post-Tax Performance Reporting
§ Performance Service – $_____ /CUSIP per month
§ Setup – $_____ /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $_____ setup /FTP site
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $_____ /fund per year
§ Setup – $_____ /fund group
§ Data Feed – $_____ /security per month
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
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