0000894189-17-003184 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with BRIGHT ROCK CAPITAL MANAGEMENT, LLC
Operating Expense Limitation Agreement • June 21st, 2017 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of June, 2017, by and between Trust for Professional Managers, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust as listed in Schedule A attached hereto, which may be amended from time to time (each a “Fund,” and collectively, the “Funds”), and Bright Rock Capital Management, LLC, a Massachusetts limited liability company, the investment adviser to the Funds (the “Adviser”).

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SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with BRIGHT ROCK CAPITAL MANAGEMENT, LLC
Investment Advisory Agreement • June 21st, 2017 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of June 28, 2017, to the Investment Advisory Agreement, dated as of April 20, 2010, as amended June 28, 2011 (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 BRIGHT ROCK CAPITAL MANAGEMENT, LLC (hereinafter called the “Adviser”).

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