0000894189-23-001911 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 9th, 2023 • Trust for Professional Managers • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of February 28, 2023 (the “Effective Date”), by and between Neuberger Berman Investment Advisers LLC, a Delaware limited liability company located at 1290 Avenue of the Americas, New York, New York 10104 (the “Sub-Advisor”), the investment sub-advisor for the a portion of the ActivePassive Core Bond Income ETF (the “Fund,”), and Envestnet Asset Management, Inc., a Delaware corporation located at 35 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 (the “Advisor”), the investment advisor for the Fund.

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FUND SERVICING AGREEMENT
Fund Servicing Agreement • March 9th, 2023 • Trust for Professional Managers

THIS FOURTH AMENDMENT, dated as of the last date on the signature block, to the Fund Servicing Agreement dated as of September 9, 2020 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • March 9th, 2023 • Trust for Professional Managers

THIS FOURTH AMENDMENT, dated as of the last date on the signature block, to the Custody Agreement dated as of September 9, 2020 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

SECOND AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Distribution Agreement • March 9th, 2023 • Trust for Professional Managers

This Second Amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of September 30, 2021, by and between Trust for Professional Managers (the “Trust”) and Foreside Fund Services, LLC (together with the Trust, the “Parties”), is made effective as of January 19, 2023 (the “Effective Date”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 9th, 2023 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of February, 2022, by and between Trust for Professional Managers, a Delaware statutory trust (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 such series, the “Fund” and together the “Funds”), and Envestnet Asset Management, Inc. (the “Adviser”), a Delaware corporation.

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