MAIRS AND POWER FUNDS TRUST SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
▇▇▇▇▇ AND POWER FUNDS TRUST
SECOND AMENDMENT TO THE
THIS SECOND AMENDMENT dated as of this 9th day of January, 2013, to the Fund Accounting Servicing Agreement, dated as of May 17, 2011, as amended December 31, 2011 (the “Agreement”) is entered into by and between ▇▇▇▇▇ AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the Trust and USBFS entered into the Agreement; and
WHEREAS, the Trust and USBFS desire to amend the fees of the Fund Accounting Agreement; and
WHEREAS, Section 15 of the Transfer Agent Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the Trust and USBFS agree to the following:
Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.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 Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| ▇▇▇▇▇ AND POWER FUNDS TRUST |
U.S. BANCORP FUND SERVICES, LLC
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| By: s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Title: Treasurer | Title: Executive Vice President | ||
| 2013 - M&P Funds Trust |
Amended Exhibit B to the
Fund Accounting Servicing Agreement – ▇▇▇▇▇ and Power Funds Trust
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FUND ACCOUNTING SERVICES
FEE SCHEDULE
Effective February 1, 2013
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Domestic Equity and Balanced Funds*
$[ ] for the first $[ ] million
[ ] basis point on the next $[ ] million
[ ] basis point on the balance
Domestic Small Cap Fund*
$[ ] for the first $[ ] million
$[ ] for the first $[ ] million once assets
reach $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis point on the balance
Domestic Fixed Income Funds*
Funds of Funds*
Short or Derivative Funds*
International Equity Funds*
Tax-exempt Money Market Funds*
$[ ] for the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis point on the balance
Taxable Money Market Funds*
$[ ] for the first $[ ] million
[ ] basis point on the next $[ ] million
[ ] basis point on the balance
International Income Funds*
$[ ] for the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the balance
CCO Fees
$[ ]/year
Fees are billed monthly.
* Annual fee
* Subject to CPI increase, Milwaukee MSA.
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Multiple Classes*
Priced separately.
Master/Feeder Funds*
Priced separately.
Multiple Manager Funds*
Additional base fee:
$[ ]per manager/sub-advisor per fund
Conversion and extraordinary services quoted
separately.
NOTE – All schedules subject to change depending
upon the use of derivatives – options, futures, short
sales, etc.
All fees are billed monthly plus out-of-pocket
expenses, including pricing, corporate action, and
factor services:
· $[ ] Domestic and Canadian Equities
· $[ ] Options
· $[ ] Corp/Gov/Agency Bonds
· $[ ] CMO's
· $[ ] International Equities and Bonds
· $[ ] Municipal Bonds
· $[ ] Money Market Instruments
· $[ ] /fund/month - Mutual Fund Pricing
· $[ ] /equity Security/Month Corporate Actions
· $[ ] /month Manual Security Pricing
(>10/day)
· Factor Services (BondBuyer)
· $[ ]/CMO/month
· $[ ] /Mortgage Backed/month
· $[ ] /month Minimum Per Fund
Group
ReportSource - $[ ] /month – Web reporting
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| 2013 - M&P Funds Trust | 2 |