0000894189-23-003323 Sample Contracts

THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 28th, 2023 • Trust for Professional Managers

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Custody Agreement, dated as of December 20, 2017, as amended (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”).

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THIRD AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with CROSSINGBRIDGE ADVISORS, LLC
Operating Expense Limitation Agreement • April 28th, 2023 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of April 20, 2023, to the Operating Expense Limitation Agreement, dated as of November 3, 2017, as amended October 24, 2019 and February 19, 2021 (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 CROSSINGBRIDGE ADVISORS, LLC (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 28th, 2023 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of the last date on the signature block, to the Transfer Agent Servicing Agreement, dated as of December 20, 2017, as amended (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”).

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 28th, 2023 • Trust for Professional Managers

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Fund Administration Servicing Agreement, dated as of December 20, 2017, as amended (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 NOVATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2023 • Trust for Professional Managers • Wisconsin

This first amendment (“Amendment”) to the novated Distribution Agreement (the “Agreement”) dated as of September 30, 2021, by and among Trust for Professional Managers (“Fund Company”), CrossingBridge Advisors, LLC (“Adviser”) and Quasar Distributors, LLC (“Quasar”) is entered into as of April 20, 2023 (the “Effective Date”).

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 28th, 2023 • Trust for Professional Managers

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Fund Accounting Servicing Agreement, dated as of December 20, 2017, as amended (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 TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with CROSSINGBRIDGE ADVISORS, LLC
Investment Advisory Agreement • April 28th, 2023 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 20, 2023, to the Investment Advisory Agreement, dated as of November 3, 2017, as amended February 19, 2021 (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 CROSSINGBRIDGE ADVISORS, LLC (hereinafter called the “Adviser”).

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