Trust for Professional Managers Sample Contracts

BETWEEN
Transfer Agency and Service Agreement • April 29th, 2003 • Lazard Funds Inc • Massachusetts
WITNESSETH:
Custody Agreement • April 29th, 2003 • Lazard Funds Inc • Massachusetts
DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 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.

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with TERRA FIRMA ASSET MANAGEMENT, LLC
Investment Advisory Agreement • April 30th, 2020 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 23rd day of April, 2020, by and between Trust for Professional Managers, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (the “Fund”), and Terra Firma Asset Management, LLC (the “Adviser”), a California limited liability company.

FORM OF ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • January 15th, 2025 • Lazard Active ETF Trust • Delaware

This distribution agreement (the “Agreement”) is effective this __ day of _________ 2024, and made by Lazard Active ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 30 Rockefeller Plaza, New York, New York 10112-6300, 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, ME 04101.

FORM OF CUSTODY AGREEMENT
Custody Agreement • January 15th, 2025 • Lazard Active ETF Trust • Massachusetts
FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 15th, 2025 • Lazard Active ETF Trust

THIS AGREEMENT is made as of the [--] day of [--], 2024, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Congress Street, Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and LAZARD ACTIVE ETF TRUST, a Delaware statutory trust having its principal office and place of business c/o Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112 (the “Trust”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT LAZARD ACTIVE ETF TRUST
Authorized Participant Agreement • January 15th, 2025 • Lazard Active ETF Trust • 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 State Street Bank and Trust Company (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by Lazard Active ETF Trust (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 therein, the “Prospectus”).

MANAGEMENT AGREEMENT
Management Agreement • April 28th, 2025 • Lazard Funds Inc

This Management Agreement (this “Agreement”), dated as of June 9, 2015, by and between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a Delaware limited liability company (the “Manager”), amends, restates and supersedes that certain Investment Management Agreement, dated as of August 11, 2005, by and between the Fund and the Manager (the “Prior Agreement”).

EX-99.(d)(1) INVESTMENT MANAGEMENT AGREEMENT THE LAZARD FUNDS, INC. 30 Rockefeller Plaza New York, New York 10112
Investment Management Agreement • September 28th, 2005 • Lazard Funds Inc • New York
FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • January 15th, 2025 • Lazard Active ETF Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of [--] [--], 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Lazard Active ETF Trust, a Delaware statutory trust (the “Trust”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Letter of Agreement • April 27th, 2016 • Lazard Funds Inc

This Agreement may only be amended by agreement of the Fund and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with TERRA FIRMA ASSET MANAGEMENT, LLC
Operating Expense Limitation Agreement • April 30th, 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.

THE LAZARD FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 18th, 2013 • Lazard Funds Inc • New York

Agreement, made the 11th day of August, 2005, as amended June 1, 2011, between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a New York limited liability company (the “Investment Manager”).

THE LAZARD FUNDS, INC. SERVICING AGREEMENT
Servicing Agreement • November 17th, 2011 • Lazard Funds Inc • New York

We wish to enter into this Agreement with you for distribution and/or certain other services with respect to shares (the “Shares”) of the series of The Lazard Funds, Inc. (the “Fund”) set forth on Schedule A attached hereto, as such Schedule may be revised from time to time (each, a “Series”), of which you are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Expense Limitation Agreement • April 26th, 2024 • Lazard Funds Inc
THe lazard funds, inc. investment management agreement
Investment Management Agreement • December 24th, 2014 • Lazard Funds Inc • New York

Agreement, made the 11th day of August, 2005, as amended June 1, 2011, between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a New York limited liability company (the “Investment Manager”).

September 23, 2011 Trust for Professional Managers, on behalf of Grubb & Ellis AGA U.S. Realty Fund 400 El Camino Real, Suite 1250 San Mateo, California 94402 The Lazard Funds, Inc., on behalf of Lazard U.S. Realty Equity Portfolio 30 Rockefeller...
Agreement and Plan of Reorganization • September 27th, 2011 • Lazard Funds Inc

In rendering this opinion, we have examined the Agreement and Plan of Reorganization, the Registration Statement, and such other documents as we have deemed necessary or relevant for the purpose of this opinion. As to various questions of fact material to this opinion, where relevant facts were not independently established by us, we have relied upon, with your permission, statements and representations of, and written information provided by or on behalf of, the Trust, on behalf of the Fund, and of the Company, on behalf of the Acquiring Fund, made in the Registration Statement and to us for our use in rendering this opinion, including letters from the Trust and the Company, dated as of the date hereof, representing as to certain facts, occurrences and information. We also have examined such matters of law as we have deemed necessary or appropriate for the purpose of this opinion. We have assumed, with your permission, that, as of the Closing Date, no Fund shareholder is a “foreign pe

THE LAZARD FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2011 • Lazard Funds Inc • New York

Agreement, made the 11th day of August, 2005, between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a New York limited liability company (the “Investment Manager”).

FORM OF MASTER ACCOUNTING SERVICES AGREEMENT
Master Accounting Services Agreement • January 15th, 2025 • Lazard Active ETF Trust

This AGREEMENT is made as of [--] [--], 2024 by and among each management investment company identified on Appendix A hereto (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 8.5 below shall hereinafter be referred to as a “Fund” and are sometimes collectively hereinafter referred to as the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 1 Congress Street, Boston, Massachusetts 02114-2016 (the “Accounting Agent”).

LAZARD ACTIVE ETF TRUST FORM OF MANAGEMENT AGREEMENT
Management Agreement • January 15th, 2025 • Lazard Active ETF Trust

This Management Agreement (this “Agreement”), dated as of January 9, 2025, by and between Lazard Active ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a Delaware limited liability company (the “Manager”).

THE LAZARD FUNDS, INC. INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 2nd, 2015 • Lazard Funds Inc • New York

Agreement, made the 11th day of August, 2005, as amended June 1, 2011, between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a New York limited liability company (the “Investment Manager”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 30th, 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 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”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Expense Limitation Agreement • October 13th, 2022 • Lazard Funds Inc
FORM OF CUSTODY AGREEMENT
Custody Agreement • March 10th, 2020 • Trust for Professional Managers • Minnesota

THIS AGREEMENT is made and entered into as of this the last date on the signature page, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 30th, 2020 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the last date on the signature block, 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”).

LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112
Letter of Agreement • November 17th, 2011 • Lazard Funds Inc

This Agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors, and LAM to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

THe lazard funds, inc. management agreement
Management Agreement • December 21st, 2018 • Lazard Funds Inc • New York

This Management Agreement (this “Agreement”), dated as of June 9, 2015, by and between The Lazard Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the portfolios named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), and Lazard Asset Management LLC, a Delaware limited liability company (the “Manager”), amends, restates and supersedes that certain Investment Management Agreement, dated as of August 11, 2005, by and between the Fund and the Manager (the “Prior Agreement”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 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 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”).