FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT dated as
of July 28, 2009, to the Fund Accounting Servicing Agreement, dated as of June
26, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL
MANAGERS, a Delaware business trust, (the "Trust") on behalf of its
series, the PMC Large Cap
Growth Fund, the PMC Large Cap Value Fund, the PMC Small Cap Core Fund, the PMC
International Equity Fund, the PMC Core Fixed Income Fund and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have
entered into an Agreement; and
WHEREAS, the Trust and USBFS
desire to add the PMC
Diversified Equity Fund; and
WHEREAS, Section 15 of the
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
of the Agreement is hereby superseded and replaced with Exhibit A attached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 First 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
Printed
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
|
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: Vice President | Title: Executive Vice President |
| 7/09 |
1
|
Exhibit
A
to
the
Separate
Series of Trust for Professional Managers
| Name of Series | Date Added |
| PMC Large Cap Growth Fund | July 24, 2007 |
|
PMC Large Cap Value
Fund
|
July 24, 2007 |
| PMC Small Cap Core Fund | July 24, 2007 |
| PMC International Equity Fund | July 24, 2007 |
| PMC Core Fixed Income Fund | July 24, 2007 |
| PMC Diversified Equity Fund | on or after July 28, 2009 |
| 7/09 |
2
|