0000894189-23-007993 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with MASON STREET ADVISORS, LLC
Investment Advisory Agreement • October 31st, 2023 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 31st day of October, 2023, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (the “Fund”), and Mason Street Advisors, LLC (hereinafter called the “Adviser”), a Delaware limited liability company.

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 31st, 2023 • Trust for Professional Managers • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 31st day of October 2023, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Invesco Advisers, Inc. (the “Sub-Adviser”).

October 31, 2023 Mr. John P. Buckel President Trust for Professional Managers
Fee Waiver Agreement • October 31st, 2023 • Trust for Professional Managers
TRUST FOR PROFESSIONAL MANAGERS ADMINISTRATIVE SERVICES AGREEMENT with MASON STREET ADVISORS, LLC
Administrative Services Agreement • October 31st, 2023 • Trust for Professional Managers • Delaware

THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made as of the 31st day of October, 2023, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (each, a “Fund”, and collectively, the “Funds”), and Mason Street Advisors, LLC (hereinafter called “MSA”), a Delaware limited liability company.

DISTRIBUTION AGREEMENT
Distribution Agreement • October 31st, 2023 • Trust for Professional Managers • Delaware

THIS AGREEMENT is made and entered into as of the 31st day of October, 2023, by and between Trust for Professional Managers, a Delaware statutory trust (the “Client” or “Trust”) and Northwestern Mutual Investment Services, LLC, a Wisconsin limited liability company (the “Distributor”).

FIFTH AMENDMENT TO THE FUND SERVICING AGREEMENT
Fund Servicing Agreement • October 31st, 2023 • Trust for Professional Managers

THIS FIFTH AMENDMENT, dated as of the last date on the signature block, to the Fund Servicing Agreement dated as of September 9, 2020 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 31st, 2023 • Trust for Professional Managers

THIS FIFTH AMENDMENT, dated as of the last date on the signature block, to the Custody Agreement dated as of September 9, 2020 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), 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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