0000894189-15-006533 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 23rd, 2015 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is effective as of the 1st day of October, 2015, by and among __________, (the “Sub-Advisor”), and William Blair Investment Management, LLC (the “Advisor”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

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TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC
Investment Advisory Agreement • December 23rd, 2015 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of October 1, 2015, 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 (each a “Fund” and collectively, the “Funds”), and William Blair Investment Management, LLC (hereinafter called the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 23rd, 2015 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is effective as of the 1st day of October, 2015, by and among __________, (the “Sub-Advisor”), and William Blair Investment Management, LLC (the “Advisor”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 23rd, 2015 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 4th day of December, 2015, by and among __________, (the “Sub-Advisor”), and William Blair Investment Management, LLC (the “Advisor”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT with WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC
Management Fee Waiver Agreement • December 23rd, 2015 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”) is made as of October 1, 2015, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”), and the investment adviser to the Funds, William Blair Investment Management, LLC (the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC
Operating Expense Limitation Agreement • December 23rd, 2015 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of October 1, 2015, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”), and the investment adviser to the Funds, William Blair Investment Management, LLC (the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

ASSIGNMENT AND ASSUMPTION OF INVESTMENT ADVISORY AGREEMENT, OPERATING EXPENSE LIMITATION AGREEMENT AND MANAGEMENT FEE WAIVER AGREEMENT
Assignment and Assumption Of • December 23rd, 2015 • Trust for Professional Managers

THIS AGREEMENT (the “Assignment Agreement”) is by and among William Blair & Company, L.L.C. (“WBC”), William Blair Investment Management, LLC (“WBIM”) and the Trust for Professional Managers (the “Trust”), on behalf of its series, the William Blair Directional Multialternative Fund (the “Fund”).

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