Trust for Professional Managers Sample Contracts

Trust for Professional Managers – FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with CROSSINGBRIDGE ADVISORS, LLC (January 24th, 2020)

THIS FIRST AMENDMENT dated as of October 24, 2019, to the Operating Expense Limitation Agreement, dated as of November 3, 2017 (the “Agreement”), is entered into by and between Trust for Professional Managers (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (the “Fund”), and CrossingBridge Advisors, LLC (hereinafter called the “Adviser”).

Integrity Funds – CUSTODY AGREEMENT Dated ______________, 2019 Between UMB BANK, N.A. and THE INTEGRITY FUNDS (August 22nd, 2019)

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).

Integrity Funds – INVESTMENT AGENCY AGREEMENT (August 22nd, 2019)

Integrity Viking Funds, (hereinafter “Principal”), appoints First International Bank & Trust (hereinafter “Agent”), as Agent. The Agent shall exercise for the Principal the duties and powers enumerated in this agreement.

Integrity Funds – FORM OF NEW INVESTMENT SUB-ADVISORY AGREEMENT FOR THE INTEGRITY SHORT TERM GOVERNMENT FUND (August 22nd, 2019)

AGREEMENT dated January 18, 2020, between Viking Fund Management, LLC, a North Dakota limited liability company (the “Adviser”), located in Minot, ND, and M.D. Sass Investors Services, Inc., a Delaware corporation (the “Sub-Adviser”), located in New York, NY, with respect to the Integrity Short Term Government Fund.

Integrity Funds – THE INTEGRITY FUNDS ADMINISTRATIVE and ACCOUNTING SERVICES AGREEMENT ADDENDUM (August 22nd, 2019)

ADDENDUM, effective commencing on January 18, 2020 to the Administrative and Accounting Services Agreement dated July 31, 2009 and, as amended, between Integrity Fund Services, LLC (“Fund Services”) and The Integrity Funds (each a “Fund” or collectively, the “Funds”).

Integrity Funds – THE INTEGRITY FUNDS AMENDED AND RESTATED MANAGEMENT FEE WAIVER and EXPENSE REIMBURSEMENT AGREEMENT (August 22nd, 2019)

AGREEMENT, effective August 22, 2019 between Viking Fund Management, LLC, (the “Adviser”) and The Integrity Funds (the “Trust”) on behalf of each series of the Trust listed below (each a “Fund” or collectively, “the Funds”).

Integrity Funds – THE INTEGRITY FUNDS on behalf of the INTEGRITY SHORT TERM GOVERNMENT FUND FORM OF INVESTMENT ADVISORY AGREEMENT (August 22nd, 2019)

AGREEMENT, effective commencing on January 18, 2020, Viking Fund Management, LLC, (the “Adviser”) and The Integrity Funds (the “Trust”) on behalf of Integrity Short Term Government Fund (the “Fund”).

Integrity Funds – INTEGRITY FUND SERVICES, LLC TRANSFER AGENCY AGREEMENT ADDENDUM (August 22nd, 2019)

ADDENDUM, effective commencing on January 18, 2020 to the Transfer Agency Agreement dated July 31, 2009 and, as amended, between Integrity Fund Services, LLC (the “Transfer Agent”) and The Integrity Funds (each a “Fund” or collectively, the “Funds”).

Integrity Funds – THE INTEGRITY FUNDS INTEGRITY SHORT TERM GOVERNMENT BOND FUND MANAGEMENT FEE WAIVER and EXPENSE REIMBURSEMENT AGREEMENT (August 22nd, 2019)

AGREEMENT, effective commencing on ______________________ between Viking Fund Management, LLC, (the “Adviser”) and The Integrity Funds (the “Trust”) on behalf of the Integrity Short Term Government Fund (the “Fund”).

Trust for Professional Managers – FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with DEARBORN PARTNERS, L.L.C. (June 28th, 2019)

THIS FIRST AMENDMENT dated as of June 13, 2019, to the Operating Expense Limitation Agreement, dated as of January 1, 2018 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Amended and Restated Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and DEARBORN PARTNERS, L.L.C. (hereinafter called the “Adviser”).

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS (March 28th, 2019)

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of November, 2018, by and between Trust for Professional Managers (the “Trust”), on behalf of the series of the Trust as listed in Schedule A attached hereto, which may be amended from time to time (each, a “Fund, and collectively, the “Funds”), and Convergence Investment Partners, LLC, the investment adviser to the Funds (the “Adviser”).

Trust for Professional Managers – FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT (March 28th, 2019)

THIS FIFTH AMENDMENT dated as of October 26, 2018, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended January 24, 2013, October 24, 2013, October 22, 2015 and February 16, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the Convergence Core Plus Fund, the Convergence Opportunities Fund and the Convergence Market Neutral Fund (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC DOING BUSINESS AS U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services” or “USBGFS”).

Trust for Professional Managers – FIFTH AMENDMENT TO THE (March 28th, 2019)

Trust for Professional Managers – INVESTMENT ADVISORY AGREEMENT with CONVERGENCE INVESTMENT PARTNERS, LLC (March 28th, 2019)

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 1st day of November, 2018, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”), and Convergence Investment Partners, LLC (hereinafter called the “Adviser”), the investment adviser for the Funds.

Trust for Professional Managers – FIRST AMENDMENT TO THE CUSTODY AGREEMENT (January 28th, 2019)

THIS FIRST AMENDMENT dated as of June 25, 2018, to the Custody Agreement, originally made and entered into as of December 20, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the CrossingBridge Funds, (the “Funds”) and U.S. Bank National Association, national banking association (the “Custodian”).

Trust for Professional Managers – FIRST AMENDMENT TO THE (January 28th, 2019)

THIS FIRST AMENDMENT dated as of June 25, 2018, to the Fund Administration Servicing Agreement, originally made and entered into as of December 20, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the CROSSINGBRIDGE FUNDS, (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FIRST AMENDMENT TO THE (January 28th, 2019)

THIS FIRST AMENDMENT dated as of June 25, 2018, to the Transfer Agent Servicing Agreement, originally made and entered into as of December 20, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the CROSSINGBRIDGE FUNDS, (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT (January 28th, 2019)

THIS FIRST AMENDMENT dated as of June 25, 2018, to the Distribution Agreement, dated as of December 20, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the CrossingBridge Funds, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor.”)

Trust for Professional Managers – FIRST AMENDMENT TO THE (January 28th, 2019)

THIS FIRST AMENDMENT dated as of June 25, 2018, to the Fund Accounting Servicing Agreement, originally made and entered into as of December 20, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the CROSSINGBRIDGE FUNDS, (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with FIREA CAPTAL INC. (December 20th, 2018)

THIS FIRST AMENDMENT dated effective as of the 29th day of December, 2017, to the Investment Advisory Agreement, dated as of October 30, 2015 (the “Agreement”), entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (the “Fund”), and FIREA CAPTAL INC. (hereinafter called the “Adviser”).

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with FIERA CAPITAL INC. (December 20th, 2018)

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made effective as of the 29th day of December, 2017, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, Fiera Capital Inc. (the “Adviser”), a Delaware corporation.

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS ADDENDUM TO THE FUND ADMINISTRATION SERVICING AGREEMENT (September 26th, 2018)

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT JENSEN QUALITY VALUE FUND (September 26th, 2018)

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of February, 2018, by and between Trust for Professional Managers (the “Trust”), on behalf of the series of the Trust as listed in Schedule A attached hereto (the “Fund”), and Jensen Investment Management, Inc., the investment adviser to the Fund (the “Adviser”).

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with JENSEN INVESTMENT MANAGEMENT, INC. (September 26th, 2018)

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of February, 2018, by and between Trust for Professional Managers (hereinafter called the “Trust”), on behalf of the series of the Trust as listed in Schedule A attached hereto (the “Fund”), and Jensen Investment Management, Inc. (hereinafter called the “Adviser”).

Trust for Professional Managers – SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT (September 25th, 2018)

THIS SECOND AMENDMENT dated as of April 1, 2014, to the Transfer Agent Servicing Agreement, dated as of April 28, 2011, as amended June 20, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. SASS FUNDS, (the "Funds") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

Trust for Professional Managers – SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT (September 25th, 2018)

THIS SECOND AMENDMENT dated as of October 16, 2015, to the Fund Administration Servicing Agreement, dated as of April 28, 2011, as amended June 30, 2013 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the M.D. Sass Funds (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT (September 25th, 2018)

THIS FOURTH AMENDMENT dated as of October 16, 2015, to the Transfer Agent Servicing Agreement, dated as of April 28, 2011, as amended June 20, 2013, April 1, 2014 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 its series, the M.D. SASS FUNDS, (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS ADDENDUM TO THE FUND ADMINISTRATION SERVICING AGREEMENT (September 25th, 2018)

This Addendum to the Fund Administration Servicing Agreement (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT (September 25th, 2018)

THIS FIRST AMENDMENT dated as of June 20, 2013, to the Fund Amdinistration Servicing Agreement, dated as of April 28, 2011 (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. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – SECOND AMENDMENT TO THE CUSTODY AGREEMENT (September 25th, 2018)

THIS SECOND AMENDMENT dated as of August 13, 2015, to the Custody Agreement, originally made and entered into as of April 28, 2011, as amended June 30, 2013 (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”).

Trust for Professional Managers – SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT (September 25th, 2018)

THIS SECOND AMENDMENT dated as of October 16, 2015, to the Fund Accounting Servicing Agreement, dated as of April 28, 2011, as amended June 30, 2013 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series, the M.D. Sass Funds (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – THIRD AMENDMENT TO THE CUSTODY AGREEMENT (September 25th, 2018)

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”).

Trust for Professional Managers – THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT (September 25th, 2018)

THIS THIRD AMENDMENT dated as of August 13, 2015, to the Transfer Agent Servicing Agreement, dated as of April 28, 2011, as amended June 20, 2013 and April 1, 2014 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. SASS FUNDS, (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – TRUST FOR PROFESSIONAL MANAGERS ADDENDUM TO THE FUND ADMINISTRATION SERVICING AGREEMENT (June 28th, 2018)

This Addendum to the Fund Administration Servicing Agreement (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Trust for Professional Managers – FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with SNOW CAPITAL MANAGEMENT L.P. (June 28th, 2018)

THIS FIRST AMENDMENT dated as of October 1, 2017, to the Amended and Restated Operating Expense Limitation Agreement, dated as of June 28, 2017 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and Snow Capital Management L.P. (hereinafter called the “Adviser”).