0000894189-17-006660 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 19th, 2017 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 25th day of October, 2016, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). FIERA CAPITAL INC. the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with FIREA CAPTAL INC.
Investment Advisory Agreement • December 19th, 2017 • Trust for Professional Managers

THIS FIRST AMENDMENT dated effective as of the 29th day of December, 2017, to the Investment Advisory Agreement, dated as of October 30, 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 (the “Fund”), and FIREA CAPTAL INC. (hereinafter called the “Adviser”).

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with FIERA CAPITAL INC.
Operating Expense Limitation Agreement • December 19th, 2017 • Trust for Professional Managers • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made effective as of the 29th day of December, 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, Fiera Capital Inc. (the “Adviser”), a Delaware corporation.

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2017 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of August 15, 2016, to the Fund Administration Servicing Agreement, dated as of August 10, 2012 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the FIERA CAPITAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2017 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of August 15, 2016, to the Fund Accounting Servicing Agreement, dated as of August 10, 2012 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the FIERA CAPTAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 19th, 2017 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of August 15, 2016, to the Transfer Agent Servicing Agreement, dated as of August 10, 2012 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the FIERA CAPITAL FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 19th, 2017 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of August 15, 2016, to the Custody Agreement, originally made and entered into as of August 10, 2012, as amended April 29, 2014 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “Trust”) on behalf of the FIERA CAPITAL FUNDS (the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the ‘Custodian”).

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