0000894189-13-001012 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with TIEDEMANN WEALTH MANAGEMENT, LLC
Investment Advisory Agreement • February 25th, 2013 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of January, 2013, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called 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 (the “Fund”), and Tiedemann Wealth Management, LLC (hereinafter called the “Adviser”), a Delaware limited liability company.

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 25th, 2013 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of January, 2013, by and between AllianceBernstein L.P., a Delaware limited partnership (the “Sub-Adviser”), and Tiedemann Wealth Management, LLC, a Delaware limited liability company (the “Adviser”).

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with TIEDEMANN WEALTH MANAGEMENT, LLC
Operating Expense Limitation Agreement • February 25th, 2013 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 24th day of January, 2013, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, Tiedemann Wealth Management, LLC (the “Adviser”), a Delaware limited liability company.

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