0000894189-10-004133 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with SNOW CAPITAL MANAGEMENT L.P.
Investment Advisory Agreement • November 5th, 2010 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 19th day of October, 2010, 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, which may be amended from time to time (each, a “Fund, and collectively, the “Funds”), and Snow Capital Management L.P. (hereinafter called the “Adviser;”).

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SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 19, 2010, to the Fund Accounting Servicing Agreement, dated as of April 26, 2006, as amended August 10, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of October 19, 2010 to the Fund Administration Servicing Agreement, dated as of April 26, 2006, as amended November 1, 2007, March 11, 2009 and August 10, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of August 10, 2010, to the Fund Accounting Servicing Agreement, dated as of April 26, 2006 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Snow Capital Opportunity Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of August 10, 2010 to the Fund Administration Servicing Agreement, dated as of April 26, 2006, as amended November 1, 2007 and March 11, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of Snow Capital Opportunity Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of October 19, 2010, to the Transfer Agent Servicing Agreement, dated as of April 26, 2006, as amended November 2, 2007 and August 10, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT with SNOW CAPITAL MANAGEMENT L.P.
Operating Expenses Limitation Agreement • November 5th, 2010 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 19th day of October, 2010, 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 the investment adviser of the Funds, Snow Capital Management L.P. (the “Adviser”).

THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 5th, 2010 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of August 10, 2010, to the Distribution Agreement, dated as of April 26, 2006, as amended March 11, 2009 and August 10, 2010 (the "Agreement"), is entered into by and among TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") and QUASAR DISTRIBUTORS, LLC (the “Distributor”)..

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 5th, 2010 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of August 10, 2010, to the Custody Agreement, originally made and entered into as of April 26, 2006 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Snow Capital Opportunity Fund (the "Fund") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 5th, 2010 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 10, 2010, to the Distribution Agreement, dated as of April 26, 2006, as amended March 11, 2009 (the "Agreement"), is entered into by and among TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Snow Capital Opportunity Fund (the "Fund"), QUASAR DISTRIBUTORS, LLC, (the “Distributor”) and Snow Capital Management, L.P. (the “Advisor”).

SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 5th, 2010 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 10, 2010, to the Transfer Agent Servicing Agreement, dated as of April 26, 2006 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Snow Capital Opportunity Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 5th, 2010 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 19, 2010, to the Custody Agreement, originally made and entered into as of April 26, 2006, as amended August 10, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

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