0000894189-11-002485 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with SCHOONER INVESTMENT GROUP, LLC
Investment Advisory Agreement • June 3rd, 2011 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of April, 2011, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of each series of the Trust as listed in Schedule A attached hereto, as may be amended from time to time (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC (hereinafter called the “Adviser”).

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FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 3rd, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Transfer Agent Servicing Agreement, dated as of July 21, 2008 (the " Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • June 3rd, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Distribution Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Schooner Funds (the "Funds") and QUASAR DISTRIBUTORS, LLC, (the “Distributor”).

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 3rd, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Fund Administration Servicing Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • June 3rd, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Custody Agreement, originally made and entered into as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Schooner Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 3rd, 2011 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with SCHOONER INVESTMENT GROUP, LLC
Operating Expense Limitation Agreement • June 3rd, 2011 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of April, 2011, by and between Trust for Professional Managers, (the “Trust”), on behalf of each series of the Trust as listed in Schedule A attached hereto, as may be amended from time to time (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC, the investment adviser to the Funds (the “Adviser”).

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