0000894189-13-003597 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 27th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 20th day of June, 2013, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). M.D. SASS, LLC, a Delaware limited liability company and investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • June 27th, 2013 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the20th day of June, 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 M.D. Sass, LLC (hereinafter called the “Adviser”), a Delaware limited liability company.

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of June 20, 2013, to the Transfer Agent Servicing Agreement, dated as of April 28, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. Sass 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 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of June 20, 2013, to the Custody Agreement, originally made and entered into as of April 28, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the M.D. Sass Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

FIRSTAMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of June 20, 2013, to the Fund Administration Servicing Agreement, dated as of April 28, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. Sass Funds, (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with
Operating Expense Limitation Agreement • June 27th, 2013 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 20th day of June, 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, M.D. Sass, LLC (the “Adviser”), a Delaware limited liability company.

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of June 20, 2013, to the Fund Accounting Servicing Agreement, dated as of April 28, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the M.D. Sass Funds, (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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