0000894189-16-013539 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 19th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 2nd day of November, 2016, 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”). PEOPLE’S SECURITIES, INC. the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 19th, 2016 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 2nd day of November, 2016, 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 People’s Securities, Inc. doing business as [Gerstein Fisher] (hereinafter called the “Adviser”).

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TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with PEOPLE’S SECURITIES, INC. DOING BUSINESS AS [GERSTEIN FISHER]
Expense Limitation Agreement • December 19th, 2016 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 2ne day of November, 2016, 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 People’s Securities, Inc. doing business as [Gerstein Fisher], the investment adviser to the Funds (the “Adviser”).

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SEVENTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS SEVENTH AMENDMENT dated as of November 2, 2016, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013, September 1, 2014, February 25, 2015 and November 13, 2015 (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”).

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FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of February 25, 2015, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013 and September 1, 2014 (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”).

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FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of November 2, 2016, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended November 8, 2011, February 14, 2012 and February 21, 2013 (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").

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FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with PEOPLE’S SECURITIES, INC. DOING BUSINESS AS GERSTEIN FISHER
Investment Advisory Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of [DATE], to the Amended and Restated Investment Advisory Agreement, dated as of November 2, 2016 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and People’s Securities, Inc. doing business as Gerstein Fisher (hereinafter called the “Adviser”).

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SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS SIXTH AMENDMENT dated as of November 13, 2015, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013, September 1, 2014 and February 25, 2015 (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”).

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FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of February 25, 2014, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013 and September 1, 2014 (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”).

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FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of September 1, 2014, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, and February 21, 2013 (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”).

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SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS SIXTH AMENDMENT dated as of November 13, 2015, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013, September 1, 2014 and February 25, 2015 (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”).

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SEVENTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS SEVENTH AMENDMENT dated as of November 2, 2016, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012, February 21, 2013, September 1, 2014, February 25, 2015 and November 13, 2015 (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”).

Sample 1
FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of September 1, 2014, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012 and February 21, 2013 (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”).

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FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with PEOPLE’S SECURITIES, INC. DOING BUSINESS AS GERSTEIN FISHER
Expense Limitation Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 2, 2016, to the Amended and Restated Operating Expense Limitation Agreement, dated as of [DATE] (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and People’s Securities, Inc. doing business as Gerstein Fisher (hereinafter called the “Adviser”).

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FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 19th, 2016 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of November 2, 2016, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011, February 14, 2012 and February 21, 2013 (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").

Sample 1
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