0000894189-16-012621 Sample Contracts

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 28th, 2016 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 17, 2016, to the Custody Agreement, originally made and entered into as of April 26, 2006, as amended August 10, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of the SNOW CAPITAL FUNDS (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

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SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with SNOW CAPITAL MANAGEMENT L.P.
Operating Expense Limitation Agreement • October 28th, 2016 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 27, 2016, to the Amended and Restated Operating Expense Limitation Agreement, dated as of October 19, 2010, as amended October 24, 2013 (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 Snow Capital Management L.P. (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • October 28th, 2016 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of August 17, 2016, to the Distribution Agreement, dated as of April 26, 2006, as amended March 11, 2009 and August 10, 2010 (the “Agreement”), is entered into by and among TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of the SNOW CAPITAL FUNDS (the “Funds”), QUASAR DISTRIBUTORS, LLC, (the “Distributor”) and SNOW CAPITAL MANAGEMENT, L.P. (the “Advisor”).

FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 28th, 2016 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of August 17, 2016 to the Fund Administration Servicing Agreement, dated as of April 26, 2006, as amended November 1, 2007, March 11, 2009, August 10, 2010 and September 12, 2011 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of the SNOW CAPITAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with SNOW CAPITAL MANAGEMENT L.P.
Investment Advisory Agreement • October 28th, 2016 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of October 27, 2016, to the Amended and Restated Investment Advisory Agreement, dated as of October 19, 2010 as amended October 24, 2013 (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 Snow Capital Management L.P. (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 28th, 2016 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of August 17, 2016, to the Fund Accounting Servicing Agreement, dated as of April 26, 2006, as amended August 10, 2010 and September 12, 2011 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the SNOW CAPITAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 28th, 2016 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of August 17, 2016, to the Transfer Agent Servicing Agreement, dated as of April 26, 2006, as amended November 1, 2007 and August 10, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the SNOW CAPITAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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