Trust for Professional Managers Sample Contracts

ARTICLE I DEFINITIONS
Custody Agreement • December 19th, 2003 • Zodiac Trust • Ohio
DISTRIBUTION AGREEMENT
Distribution Agreement • May 21st, 2020 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Terra Firma Asset Management LLC, the investment advisor to the Trust the (“Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

CUSTODY AGREEMENT
Custody Agreement • August 27th, 2010 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 10th day of August, 2010, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust” (the “Trust”) on behalf of its series named in Exhibit C hereto, (each a “Fund”, and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Cookson Peirce Core Equity Fund
Investment Advisory Agreement • September 20th, 2010 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st day of July, 2010, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Cookson Peirce Core Equity Fund (the “Fund”), a series of the Trust, and Cookson, Peirce & Co., Inc. (hereinafter called the “Advisor;”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with BARRETT ASSET MANAGEMENT, LLC
Investment Advisory Agreement • September 23rd, 2021 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of August 12, 2021, 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 (the “Fund”), and Barrett Asset Management, LLC (hereinafter called the “Adviser”), the investment adviser for the Fund.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of April, 2016, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”), on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • March 3rd, 2021 • Trust for Professional Managers • Delaware

This Distribution Agreement (the “Agreement”) is made this 30th day of September 2020, by and between Trust for Professional Managers, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, 2nd Floor, Milwaukee, Wisconsin 53202, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 28th, 2017 • Trust for Professional Managers • Wisconsin

This Investment Sub-Advisory Agreement (“Agreement”) made as of April 27, 2017 (the “Effective Date”), by and among Epoch Investment Partners, Inc. a Delaware corporation located at 399 Park Avenue, New York, New York 10022 (the “Sub-Advisor”), and Envestnet Asset Management, Inc., a Delaware corporation located at 35 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 (the “Advisor”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

CUSTODIAN AGREEMENT
Custodian Agreement • September 30th, 2010 • Trust for Professional Managers • New York

THIS AGREEMENT, dated as of August 24, 2010, between Trust for Professional Managers, on behalf of its series, the Heartland International Small Cap Fund, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 11th day of April, 2016, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series named in Exhibit A hereto, (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 21st, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 12h day of September, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 25th, 2015 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 23rd day of March, 2015, by and among _____, (the “Sub-Advisor”), and Aurora Investment Management L.L.C. a Delaware limited liability company located at 300 North LaSalle Street, 52nd Floor, Chicago, Illinois 60654 (the “Advisor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as this 19th of July, 2005, by and among Trust for Professional Managers, a Delaware business Trust (the “Trust”), on behalf of the Cookson Peirce Core Equity Fund and Cookson, Peirce & Co., Inc. (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with MAIRS & POWER, INC.
Investment Advisory Agreement • April 20th, 2022 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 19th day of April, 2022, by and between Trust for Professional Managers, a Delaware statutory trust (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 Mairs & Power, Inc. (the “Adviser”), a Minnesota corporation.

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with GENEVA ADVISORS, LLC
Investment Advisory Agreement • November 18th, 2014 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of October, 2014, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of its series listed on Schedule A attached hereto, as amended from time to time (each, a “Fund,” and collectively the “Funds”), and Geneva Advisors, LLC, an Illinois limited liability company (formerly known as “Geneva Investment Management of Chicago, LLC,” and hereinafter called the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • January 8th, 2018 • Trust for Professional Managers • Minnesota

THIS AGREEMENT is made and entered into as of this 8th day of January, 2018, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust” (the “Trust”) on behalf of its series named in Exhibit B hereto, (each a “Fund”, and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

DRAFT – FOR DISCUSSION PURPOSES ONLY – SUBJECT TO REVISION [DATE]
Total Fund Solution • December 29th, 2021

You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Target Fund, pursuant to which: (i) the Acquiring Fund will acquire the Assets and Liabilities of the Target Fund in exchange for shares of the corresponding Acquiring Fund of equal value to the net assets of the Target Fund being acquired, and (ii) such shares of the Acquiring Fund will be distributed, by the Target Fund, to shareholders of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions of the Agreement (each such transaction, a “Reorganization” and collectively, the “Reorganizations”). Following its liquidation, a Target Fund will be dissolved. Each Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities, created for the purpose of acquiring the Assets and Liabilities of the Target Fund. Capitalized terms not otherwise defined herein shall have t

CUSTODY AGREEMENT
Custody Agreement • April 9th, 2013 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 21st day of February, 2013, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust” (the “Trust”) on behalf of its series named in Exhibit C hereto, (each a “Fund”, and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 30th, 2010 • Trust for Professional Managers • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 29th day of March, 2010, by and between The Barrett Funds, a Delaware statutory trust, with its principal place of business at 90 Park Avenue, New York, New York 10016, with respect to the Barrett Growth Fund (the “Acquired Fund”), a separate series of The Barrett Funds, and Trust for Professional Managers (“TPM”) a Delaware statutory trust, with its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202, with respect to the Barrett Growth Fund, a separate series of TPM (the “Acquiring Fund” and, collectively with the Acquired Fund, the “Funds”).

CUSTODY AGREEMENT
Custody Agreement • May 20th, 2014 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 29th day of April, 2014, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust” (the “Trust”) on behalf of its series named in Exhibit C hereto, (each a “Fund”, and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 28th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of September, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 25th, 2013 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of January, 2013, by and between AllianceBernstein L.P., a Delaware limited partnership (the “Sub-Adviser”), and Tiedemann Wealth Management, LLC, a Delaware limited liability company (the “Adviser”).

AUTHORIZED PARTICIPANT AGREEMENT TRUST FOR PROFESSIONAL MANAGERS
Authorized Participant Agreement • March 3rd, 2021 • Trust for Professional Managers • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (the “Transfer Agent/Index Receipt Agent”), and is further subject to acknowledgement and agreement by Trust for Professional Managers (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therei

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this19th day of July, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of the Cookson Peirce Core Equity Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 28th, 2010 • Trust for Professional Managers • Wisconsin

TRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES FEE SCHEDULE at April, 2010 FAN WEB – Shareholder internet access to account information and transaction capabilities through a transparent link at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc. 1. FAN Web Premium (Fund Groups over 50,000 open accounts) · Implementation - $____ per fund group – includes up to 25 hours of technical/BSA support · Annual Base Fee - $___ per year 2. FAN Web Select (Fund Groups under 50,000 open accounts) – See Functionality Worksheet · Implementation - $____ per fund group – includes up to 10 hours of technical/BSA support · Annual Base Fee - $____ per year 3. FAN Web Direct (API) – Quoted Separately 4. Customization - $____ per hour 5. Activity (Session) Fees: · Inquiry - $___ per event · Account Maintenance - $___ per event · Transaction – financial transactio

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT SMEAD VALUE FUND
Operating Expense Limitation Agreement • December 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 24th day of October, 2007, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Smead Value Fund (the “Fund”), a series of the Trust, and Smead Capital Management, Inc., the investment adviser to the Fund (the “Adviser”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with TERRA FIRMA ASSET MANAGEMENT, LLC
Expense Limitation Agreement • May 21st, 2020 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 23rd day of April, 2020, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of each 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, Terra Firma Asset Management, LLC (the “Adviser”), a California limited liability company.

TRUST FOR PROFESSIONAL MANAGERS ADDENDUM TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 28th, 2018 • Trust for Professional Managers

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”).