0000894189-20-010091 Sample Contracts

FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Trust for Professional Managers • December 30th, 2020

THIS AMENDMENT, effective as of the last date on the signature page, to the Fund Accounting Servicing Agreement, dated as of August 10, 2010, as amended (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the Performance Trust Funds (the “Funds”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2020 • Trust for Professional Managers • Delaware

This first amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of May 31, 2017 by and among Trust for Professional Managers (“Fund Company”), PT Asset Management, LLC (f/k/a Performance Trust Investment Advisors, LLC) (the “Advisor”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of December 31, 2020 (the “Effective Date”).

FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
Trust for Professional Managers • December 30th, 2020

THIS AMENDMENT, effective as of the last date on the signature block, to the Custody Agreement, originally made and entered into as of August 10, 2010, as amended (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Performance Trust Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Trust for Professional Managers • December 30th, 2020

THIS AMENDMENT, effective as of the last date on the signature page, to the Transfer Agent Servicing Agreement, dated as of August 10, 2010, as amended (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Performance Trust Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with PT ASSET MANAGEMENT, LLC
Expense Limitation Agreement • December 30th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 17, 2020, to the Amended and Restated Operating Expense Limitation Agreement, dated as of December 29, 2017 (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 PT ASSET MANAGEMENT, LLC (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Trust for Professional Managers • December 30th, 2020

THIS AMENDMENT, effective as of the last date on the signature page, to the Fund Administration Servicing Agreement, dated as of August 10, 2010, as amended (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Performance Trust Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with PT ASSET MANAGEMENT, LLC
Investment Advisory Agreement • December 30th, 2020 • Trust for Professional Managers

THIS SECOND AMENDMENT dated effective as of the 17th day of November, 2020, to the Amended and Restated Investment Advisory Agreement, dated as of December 11, 2013, and amended as of December 29, 2017 (the “Agreement”), 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 PT ASSET MANAGEMENT, LLC (hereinafter called the “Adviser”).

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