0000894189-17-005091 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with M.D. SASS, LLC
Operating Expense Limitation Agreement • September 25th, 2017 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made effective as of the 28th day of September, 2017, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, M.D. Sass, LLC (the “Adviser”), a Delaware limited liability company.

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FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • September 25th, 2017 • Trust for Professional Managers

THIS FIRST AMENDMENT dated effective as of 28th day of September, 2017, to the Investment Advisory Agreement, dated as of June 20, 2013 (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 M.D. SASS, LLC (hereinafter called the “Adviser”).

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with
Operating Expense Limitation Agreement • September 25th, 2017 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made effective as of the 28th day of September, 2017, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, M.D. Sass Investors Services, Inc., a Delaware corporation.

SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • September 25th, 2017 • Trust for Professional Managers

THIS SECOND AMENDMENT effective as of September 28, 2017, to the Amended and Restated Investment Advisory Agreement, dated as of January 24, 2013, as amended August 4, 2015 (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 M.D. SASS, LLC (hereinafter called the “Adviser”).

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