THIRD AMENDMENT TO THE CUSTODY AGREEMENT
THIRD AMENDMENT TO THE
THIS THIRD AMENDMENT dated as of October 16, 2015, to the Custody Agreement, originally made and entered into as of April 28, 2011, as amended June 30, 2013 and August 13, 2015 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the M.D. Sass Funds (the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Trust and the Custodian desire to amend the fees of the Agreement on behalf of the series; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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. BANK NATIONAL ASSOCIATION
|
By: /s/ Xxxx Buckel____________________
|
By: /s/ Xxxxxxx X. XxXxx
|
Name: Xxxx Xxxxxx
|
Name: Xxxxxxx X. XxXxx
|
Title: President
|
Title: Senior Vice President
|
1
Amended Exhibit D to the
Trust for Professional Managers Custody Agreement – M.D. Sass
Multiple Series Trust
CUSTODY SERVICES
FEE SCHEDULE at October, 2015
|
Annual Fee Based Upon Market Value Per Fund*Note 1
_____ basis point on average daily market value of all securities and cash held in portfolio
Minimum annual fee per fund - $_____
Plus portfolio transaction fees
* Note 1 – Effective 10/1/2015, a fee concession of 20% for Custody will be in place for the M.D. Sass Short Term U.S. Government Agency Income Fund (formerly the M.D. Sass 1-3 Year Duration U.S. Agency Bond Fund) for a period of no more than three years OR until the Fund begins operating below its expense cap. Fees that are to receive the concession have been noted.
Portfolio Transaction Fees
$_____ /book entry DTC transaction/Federal Reserve transaction/principal paydown
$_____ /Repurchase agreement, reversev repurchase agreement, time deposit/CD or other non-depository transaction
$_____ /option/SWAPS/future contract written, exercised or expired
$_____ /mutual fund trade/Fed wire/margin variation Fed wire
$_____ /physical security transaction
§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
Additional Services
§ Additional fees apply for global servicing.
§ Sub Advised Funds - $____ per custody account per year
§ $____ - Segregated account per year
§ No charge for the initial conversion fee receipt.
§ Overdrafts – charged to the account at prime interest rate plus ____ unless a line of credit is in place.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rate and billed monthly.
|
2
Exhibit D (continued) to the
Trust for Professional Managers Custody Agreement – M.D. Sass
ADDITIONAL GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at October, 2015
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
_____
|
$_____
|
Lebanon
|
All
|
_____
|
$_____
|
|
Australia
|
All
|
_____
|
$_____
|
Lithuania
|
All
|
_____
|
$_____
|
|
Austria
|
All
|
_____
|
$_____
|
Luxembourg
|
All
|
_____
|
$_____
|
|
Bahrain
|
All
|
_____
|
$_____
|
Malaysia
|
All
|
_____
|
$_____
|
|
Bangladesh
|
All
|
_____
|
$_____
|
Mali*
|
All
|
_____
|
$_____
|
|
Belgium
|
All
|
_____
|
$_____
|
Malta
|
All
|
_____
|
$_____
|
|
Benin*
|
All
|
_____
|
$_____
|
Mauritius
|
All
|
_____
|
$_____
|
|
Bermuda
|
All
|
_____
|
$_____
|
Mexico
|
All
|
_____
|
$_____
|
|
Botswana
|
All
|
_____
|
$_____
|
Morocco
|
All
|
_____
|
$_____
|
|
Brazil
|
All
|
_____
|
$_____
|
Namibia
|
All
|
_____
|
$_____
|
|
Bulgaria
|
All
|
_____
|
$_____
|
Netherlands
|
All
|
_____
|
$_____
|
|
Burkina Faso*
|
All
|
_____
|
$_____
|
New Zealand
|
All
|
_____
|
$_____
|
|
Canada
|
All
|
_____
|
$_____
|
Niger*
|
All
|
_____
|
$_____
|
|
Cayman Islands*
|
All
|
_____
|
$_____
|
Nigeria
|
All
|
_____
|
$_____
|
|
Channel Islands*
|
All
|
_____
|
$_____
|
Norway
|
All
|
_____
|
$_____
|
|
Chile
|
All
|
_____
|
$_____
|
Oman
|
All
|
_____
|
$_____
|
|
China“A” Shares
|
All
|
_____
|
$_____
|
Pakistan
|
All
|
_____
|
$_____
|
|
China“B” Shares
|
All
|
_____
|
$_____
|
Peru
|
All
|
_____
|
$_____
|
|
Columbia
|
All
|
_____
|
$_____
|
Philippines
|
All
|
_____
|
$_____
|
|
Costa Rica
|
All
|
_____
|
$_____
|
Poland
|
All
|
_____
|
$_____
|
|
Croatia
|
All
|
_____
|
$_____
|
Portugal
|
All
|
_____
|
$_____
|
|
Cyprus*
|
All
|
_____
|
$_____
|
Qatar
|
All
|
_____
|
$_____
|
|
Czech Republic
|
All
|
_____
|
$_____
|
Romania
|
All
|
_____
|
$_____
|
|
Denmark
|
All
|
_____
|
$_____
|
Russia
|
Equities/Bonds
|
_____
|
$_____
|
|
Ecuador
|
All
|
_____
|
$_____
|
Russia
|
MINFINs
|
_____
|
$_____
|
|
Egypt
|
All
|
_____
|
$_____
|
Senegal*
|
All
|
_____
|
$_____
|
|
Estonia
|
All
|
_____
|
$_____
|
Singapore
|
All
|
_____
|
$_____
|
|
Euromarkets(3)
|
All
|
_____
|
$_____
|
Slovak Republic
|
All
|
_____
|
$_____
|
|
Finland
|
All
|
_____
|
$_____
|
Slovenia
|
All
|
_____
|
$_____
|
|
France
|
All
|
_____
|
$_____
|
South Africa
|
All
|
_____
|
$_____
|
|
Germany
|
All
|
_____
|
$_____
|
South Korea
|
All
|
_____
|
$_____
|
|
Ghana
|
All
|
_____
|
$_____
|
Spain
|
All
|
_____
|
$_____
|
|
Greece
|
All
|
_____
|
$_____
|
Sri Lanka
|
All
|
_____
|
$_____
|
|
Guinea Bissau*
|
All
|
_____
|
$_____
|
Swaziland
|
All
|
_____
|
$_____
|
|
Hong Kong
|
All
|
_____
|
$_____
|
Sweden
|
All
|
_____
|
$_____
|
|
Hungary
|
All
|
_____
|
$_____
|
Switzerland
|
All
|
_____
|
$_____
|
|
Iceland
|
All
|
_____
|
$_____
|
Taiwan
|
All
|
_____
|
$_____
|
|
India
|
All
|
_____
|
$_____
|
Thailand
|
All
|
_____
|
$_____
|
|
Indonesia
|
All
|
_____
|
$_____
|
Togo*
|
All
|
_____
|
$_____
|
|
Ireland
|
All
|
_____
|
$_____
|
Trinidad & Tobago*
|
All
|
_____
|
$_____
|
|
Israel
|
All
|
_____
|
$_____
|
Tunisia
|
All
|
_____
|
$_____
|
|
Italy
|
All
|
_____
|
$_____
|
Turkey
|
All
|
_____
|
$_____
|
|
Ivory Coast
|
All
|
_____
|
$_____
|
UAE
|
All
|
_____
|
$_____
|
|
Jamaica*
|
All
|
_____
|
$_____
|
United Kingdom
|
All
|
_____
|
$_____
|
|
Japan
|
All
|
_____
|
$_____
|
Ukraine
|
All
|
_____
|
$_____
|
|
Jordan
|
All
|
_____
|
$_____
|
Uruguay
|
All
|
_____
|
$_____
|
|
Kazakhstan
|
All
|
_____
|
$_____
|
Venezuela
|
All
|
_____
|
$_____
|
|
Kenya
|
All
|
_____
|
$_____
|
Vietnam*
|
All
|
_____
|
$_____
|
|
Latvia
|
Equities
|
_____
|
$_____
|
Zambia
|
All
|
_____
|
$_____
|
|
Latvia
|
Bonds
|
_____
|
$_____
|
|
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
*Safekeeping and transaction fees are assessed on security and currency transactions.
3
Amended Exhibit D (continued) to the
to the Trust for Professional Managers Custody Agreement – M.D. Sass
ADDITIONAL GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE (continued) at October, 2015
Base Fee·- A monthly base charge of $____ per account (fund) will apply.
§
|
Euroclear - Eurobonds only. Eurobonds are held In Euroclear at a standard rate, but other types of
|
securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a
surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account
to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule
available upon request).
§
|
For all other markets specified above, surcharges may apply If a security Is held outside of the local
|
market.
Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed.
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $____ per
claim.
Out of Pocket Expenses
§
|
Charges Incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments,
|
stock exchange fees, postage and Insurance for shipping, facsimile reporting, extraordinary
telecommunications fees, proxy services and other shareholder communications or other expenses which
are unique to a country in which the client or Its clients is Investing will be passed along as Incurred.
§
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and
|
other administrative costs associated with the activities giving rise to such expenses, Also, certain
expenses are charged at a predetermined flat rate.
§
|
SWIFT reporting and message fees.
|
§
|
Foreign exchange transactions
|
Advisor's signature below acknowledges approval of the custody and global custody fees on this
Amended Exhibit D
By: M.D. Sass Investors Services, Inc.
Name: /s/ Xxxxx Xxx
Title: COO & GC Date: 11/16/15
Advisor’s signature below acknowledged approval of the custody and global custody fees on this Amended Exhibit D.
By: M.D. Sass LLC
Name: /s/ Xxxxx Xxx
Title: COO & GC Date: 11/16/15
4