0000894189-13-006595 Sample Contracts

THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 27th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of October 24, 2013, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended February 4, 2011 and March 25, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the CONVERGENCE FUNDS (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

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

THIS FIRST AMENDMENT dated as of January 24, 2013, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, (the “ Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the Convergence Core Plus Fund f/k/a the Mariner 130/30 Fund (the “Funds”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • November 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of October 24, 2013, to the Distribution Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and among TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, CONVERGENCE FUNDS (the "Fund"), QUASAR DISTRIBUTORS, LLC, (the “Distributor”) and CONVERGENCE INVESTMENTS PARTNERS, LLC, a Kansas limited liability corporation and the investment advisor to the Trust (the “Advisor”).

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

THIS SECOND AMENDMENT dated as of October 24, 2013, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009 as amended January 24, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with CONVERGENCE INVESTMENT PARTNERS, LLC
Investment Advisory Agreement • November 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of October 24, 2013, to the Investment Advisory Agreement, dated as of October 23, 2009 (the “Agreement”), 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 CONVERGENCE INVESTMENT PARTNERS, LLC (hereinafter called the “Adviser”).

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of February 4, 2011, to the Custody Agreement, originally made and entered into as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Core Plus Fund f/k/a the Mariner 130/30 Fund (the "Fund") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 27th, 2013 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of January 24, 2013, to the Fund Administration Servicing Agreement, dated as of October 23, 2009 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the Convergence Core Plus Fund f/k/a the Mariner 130/30 Fund (the “Funds”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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

THIS SECOND AMENDMENT dated as of October 24, 2013, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, as amended January 24, 2013 (the “Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 27th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of March 25, 2013, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended, February 4, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Core Plus Fund (the "Fund") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 27th, 2013 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 24, 2013, to the Fund Administration Servicing Agreement, dated as of October 23, 2009, as amended January 24, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Funds (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with CONVERGENCE INVESTMENT PARTNERS, LLC
Trust for Professional Managers • November 27th, 2013

THIS FIRST AMENDMENT dated as of October 24, 2013, to the Operating Expense Limitation Agreement, dated as of October 23, 2009 (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 Appendix A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and CONVERGENCE INVESTMENT PARTNERS, LLC (hereinafter called the “Adviser”).

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

THIS FIRST AMENDMENT dated as of January 24, 2013, to the Fund Accounting Servicing Agreement, dated as of October 23, 2009 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Core Plus Fund f/k/a the Mariner 130/30 Fund (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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