0000894189-05-001929 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Cookson Peirce Core Equity Fund
Investment Advisory Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 21st day of July, 2005, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Cookson Peirce Core Equity Fund (the “Fund”), a series of the Trust, and Cookson, Peirce & Co., Inc. (hereinafter called the “Advisor;”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as this 19th of July, 2005, by and among Trust for Professional Managers, a Delaware business Trust (the “Trust”), on behalf of the Cookson Peirce Core Equity Fund and Cookson, Peirce & Co., Inc. (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this19th day of July, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of the Cookson Peirce Core Equity Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 19th day of July, 2005, by and between the Trust for Professional Managers, a Delaware business Trust (the “Trust”), on behalf of the Cookson Peirce Core Equity Fund (the “Fund”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 19th of July, 2005, by and between the Trust for Professional Managers, a Delaware business Trust (the “Trust”) on behalf of the Cookson Peirce Core Equity Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

CUSTODY AGREEMENT
Custody Agreement • August 1st, 2005 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 19th day of July, 2005, by and between Trust for Professional Managers a Delaware business trust (the “Trust”), on behalf of the Cookson Peirce Core Equity Fund and U.S. Bank National Association, a national banking association (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 1st, 2005 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 21st day of July, 2005, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Cookson Peirce Core Equity Fund (the “Fund”), a series of the Trust, and the Investment Advisor of the Fund, Cookson, Peirce & Co., Inc. (the “Advisor”).

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