ETF Distribution Agreement
THIS ETF DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Fund Services, LLC (the “Distributor”) and Trust for Professional Managers (“Fund Company”).
WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor, are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”).
Effective as of the Closing Date, the Fund Company, on behalf of the Xxxxx & Power Minnesota Municipal Bond ETF and the CrossingBridge Pre-Merger SPAC ETF (collectively the “Funds”) and the Distributor hereby enter into this Agreement on terms identical to those of the ETF Distribution Agreement between the parties effective as of September 30, 2020, as amended September 2, 2021 (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Fund Company’s Board of Trustees (the “Board”) or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this Agreement and who are not interested persons (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom). This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Closing Date.
| Foreside Fund Services, LLC | Trust for Professional Managers | ||||
By: /s/ Xxxx Xxxxxxxxx | By: /s/ Xxxx Xxxxxx | ||||
| Xxxx Xxxxxxxxx, Vice President | Xxxx Xxxxxx, President | ||||
