FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with GERSTEIN, FISHER & ASSOCIATES, INC.

FIRST AMENDMENT TO THE

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

with

GERSTEIN, XXXXXX & ASSOCIATES, INC.

THIS FIRST AMENDMENT dated as of February 21, 2013, to the Amended and Restated Investment Advisory Agreement, dated as of November 8, 2011 (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 Gerstein, Xxxxxx & Associates, Inc. (hereinafter called the “Adviser”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Trust and the Adviser desire to amend the Agreement to add an additional series of the Trust; and

WHEREAS, the Agreement allows for the amendment of Schedule A to the Agreement by a written instrument executed by both parties;

NOW, THEREFORE, the parties agree as follows:

Schedule A of the Agreement is hereby superseded and replaced with Amended Schedule A attached hereto, for the sole purpose of adding the Gerstein Xxxxxx Multi-Factor Global Real Estate Securities Fund to the Agreement.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

TRUST FOR PROFESSIONAL MANAGERS

GERSTEIN, XXXXXX & ASSOCIATES,

on behalf its series listed on Amended Schedule A

INC.

By: /s/ Xxxx X. Xxxxxx	By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx	Name: Xxxxx X. Xxxxxx
Title: President	Title: Chief Investment Officer

Amended Schedule A

to the