0000894189-13-005310 Sample Contracts

THIRD AMENDMENT TO THE
Fund Administration Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of March 11, 2013, to the Fund Administration Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011 and August 30, 2012 (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").

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 30, 2012, to the Transfer Agent Servicing Agreement, dated as of July 21, 2008, as amended, 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 Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE
Transfer Agent Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of March 25, 2013, to the Transfer Agent Servicing Agreement, dated as of July 21, 2008, as amended, April 28, 2011 and August 30, 2012, (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").

SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 30, 2012, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008, as amended 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 Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE
Fund Administration Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 30, 2012, to the Fund Administration Servicing Agreement, dated as of July 21, 2008, as amended 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 Schooner Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 20th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of March 25, 2013, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011 and August 30, 2013 (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 EXPENSE RECOVERY WAIVER AGREEMENT with SCHOONER INVESTMENT GROUP, LLC
Expense Recovery Waiver Agreement • September 20th, 2013 • Trust for Professional Managers • Delaware

THIS EXPENSE RECOVERY WAIVER AGREEMENT (the “Agreement”) is made as of the 18th day of September, 2013, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of its series, the Schooner Fund (the Fund), and Schooner Investment Group, LLC (hereinafter called the “Adviser”).

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