0000894189-20-002708 Sample Contracts

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT with JENSEN INVESTMENT MANAGEMENT, INC.
Operating Expense Limitation Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of October 23, 2019, to the Operating Expense Limitation Agreement, dated as of February 28, 2018 (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 Appendix A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and JENSEN INVESTMENT MANAGEMENT, INC. (hereinafter called the “Adviser”).

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FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of October 23, 2019, to the Fund Accounting Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 14th, 2020 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of November 20, 2019, to the Custody Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FIRST AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with JENSEN INVESTMENT MANAGEMENT, INC.
Investment Advisory Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of October 23, 2019, to the Investment Advisory Agreement, dated as of February 28, 2018 (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 JENSEN INVESTMENT MANAGEMENT, INC. (hereinafter called the “Adviser”).

ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS ADDENDUM, dated as of March 31, 2017, to the Transfer Agent Servicing Agreement dated January 18, 2010 (the “Agreement”), is entered into by and among the TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the Jensen Quality Value Fund (the “Fund”), U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”) and JENSEN INVESTMENT MANAGEMENT, INC. (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 14th, 2020 • Trust for Professional Managers

THIS DISTRIBUTION AGREEMENT (“Agreement’’) is by and between Quasar Distributors, LLC (the ‘‘Distributor’’), Trust for Professional Managers, a Delaware statutory trust, on behalf of its series, the Jensen Quality Value Fund, and the Jensen Global Quality Growth Fund (“Fund Company”), and Jensen Investment Management. Inc. (“Adviser”).

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS THIRD AMENDMENT dated November 20, 2019, to the Fund Administration Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of October 23, 2019, to the Custody Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of October 23, 2019, to the Distribution Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”)and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”), and effective as of the last date on the signature block.

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of October 23, 2019, to the Transfer Agent Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of October 23, 2019, to the Fund Administration Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS FIRST AMENDMENT effective as of June 1, 2015, to the Fund Administration Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the JENSEN FUNDS (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of November 20, 2019, to the Fund Accounting Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 14th, 2020 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of November 20, 2019, to the Transfer Agent Servicing Agreement, dated as of January 18, 2010 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as maybe amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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