0000894189-05-002657 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into this 19th day of September, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Akros Capital, a New York limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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CUSTODY AGREEMENT
Custody Agreement • September 30th, 2005 • Trust for Professional Managers • Ohio

The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities and the shareholder who votes those securities.

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Akros Absolute Return Fund
Investment Advisory Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 24th day of August, 2005, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Akros Absolute Return Fund (the “Fund”), a series of the Trust, and Akros Capital, LLC (hereinafter called the “Advisor;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into this 22nd day of September, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of the Akros Absolute Return Fund and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of September, 2005, by and between Trust for Professional Managers, a Delaware business trust (the "Trust") on behalf of its series, the Akros Absolute Return Fund (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into this 22nd day of September, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of the Akros Absolute Return Fund and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 30th, 2005 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 24th day of August 2005, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Akros Absolute Return Fund (the “Fund”), a series of the Trust, and the Investment Advisor of the Fund, Akros Capital, LLC (the “Advisor”).

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