0000894189-11-005678 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT With GERSTEIN FISHER & ASSOCIATES, INC.
Investment Advisory Agreement • December 19th, 2011 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 8th day of November, 2011, 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, as may be amended from time to time (each a “Fund,” and collectively, the “Funds”), and Gerstein, Fisher & Associates, Inc. (hereinafter called the “Adviser”).

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FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 8, 2011, to the Fund Administration Servicing Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with GERSTEIN FISHER & ASSOCIATES, INC.
Operating Expense Limitation Agreement • December 19th, 2011 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 8th day of November, 2011, by and between Trust for Professional Managers (the “Trust”), on behalf of the series of the Trust as listed in Appendix A attached hereto, as may be amended from time to time, (each a “Fund,” and collectively, the “Funds”), and Gerstein, Fisher & Associates, Inc., the investment adviser to the Funds (the “Adviser”).

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 19th, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 8, 2011, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 19th, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 8, 2011, to the Custody Agreement, originally made and entered into as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 8, 2011, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 19th, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 8, 2011, to the Distribution Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Gerstein Fisher Funds (the "Funds") and QUASAR DISTRIBUTORS, LLC, (the “Distributor”).

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