0000894189-13-001752 Sample Contracts

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of February 21, 2013, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 and February 14, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with GERSTEIN, FISHER & ASSOCIATES, INC.
Investment Advisory Agreement • March 25th, 2013 • Trust for Professional Managers

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, Fisher & Associates, Inc. (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of February 21, 2013, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 and February 14, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of February 14, 2012, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of February 14, 2012, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of February 21, 2013, to the Distribution Agreement, dated as of October 23, 2009 (the "Agreement"), as amended November 8, 2011, is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Gerstein Fisher Funds (the "Funds") and QUASAR DISTRIBUTORS, LLC, (the “Distributor”).

THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 25th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of February 21, 2013, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended November 8, 2011 and February 14, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 25th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of February 14, 2012, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended November 8, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with GERSTEIN, FISHER & ASSOCIATES, INC.
Operating Expense Limitation Agreement • March 25th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of February 21, 2013, to the Amended and Restated Operating Expense Limitation 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, Fisher & Associates, Inc. (hereinafter called the “Adviser”).

SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of February 14, 2012, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 25th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of February 21, 2013, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended November 8, 2011 and February 14, 2012 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Fisher Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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