0000894189-14-005583 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with SCHOONER INVESTMENT GROUP, LLC
Investment Advisory Agreement • November 21st, 2014 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of October, 2014, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of each series of the Trust as listed in Schedule A attached hereto, as may be amended from time to time (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC (hereinafter called the “Adviser”).

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SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 21st, 2014 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 28, 2014, to the Custody Agreement, originally made and entered into as of July 21, 2008, as amended April 28, 2011 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware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. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with SCHOONER INVESTMENT GROUP, LLC
Operating Expense Limitation Agreement • November 21st, 2014 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of October, 2014, by and between Trust for Professional Managers, (the “Trust”), on behalf of each series of the Trust as listed in Schedule A attached hereto, as may be amended from time to time (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC, the investment adviser to the Funds (the “Adviser”).

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 21st, 2014 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 28, 2014, to the Distribution 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 its series, the Schooner Funds (the “Funds”) and QUASAR DISTRIBUTORS, LLC, (the “Distributor”).

FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 21st, 2014 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of October 28, 2014, to the Transfer Agent Servicing Agreement, dated as of July 21, 2008, as amended, April 28, 2011, August 30, 2012 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 Schooner Funds (the “Funds”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 21st, 2014 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of October 28, 2014, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011, August 30, 2013 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 Schooner Funds (the “Funds”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 21st, 2014 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of October 28, 2014, to the Fund Administration Servicing Agreement, dated as of July 21, 2008, as amended April 28, 2011, August 30, 2012 and March 11, 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”).

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