0000894189-09-003819 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT MARKETFIELD FUND
Investment Advisory Agreement • November 9th, 2009 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of the 26th day of August, 2009, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Marketfield Fund (the “Fund”), a series of the Trust, and Marketfield Asset Management, LLC (hereinafter called the “Adviser;”). This Agreement is intended to amend and restate in its entirety the Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, dated June 26, 2007.

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TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT MARKETFIELD FUND
Operating Expense Limitation Agreement • November 9th, 2009 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 26th day of August, 2009, by and between Trust for Professional Managers (the “Trust”), on behalf of Marketfield Fund (the “Fund”), a series of the Trust, and Marketfield Asset Management, LLC, the investment adviser to the Fund (the “Adviser”) This Agreement is intended to amend and restate in its entirety the Operating Expenses Limitation Agreement between the Trust, on behalf of the Fund, and the Adviser, dated June 26, 2007.

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