0000894189-05-002698 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 25th day of August, 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”). Ascentia Capital Partners, LLC, a Nevada 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 • October 13th, 2005 • Trust for Professional Managers • Ohio
TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Ascentia Long/Short Fund
Investment Advisory Agreement • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the25th day of August, 2005, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Ascentia Long/Short Fund (the “Fund”), a series of the Trust, and Ascentia Capital Partners, LLC (hereinafter called the “Advisor;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 25th day of August, 2005, by and between Trust for Professional Managers, a Delaware business Trust (the “Trust”) on behalf of the Ascentia Long/Short Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 25th day of August, 2005, by and between Trust for Professional Managers, a Delaware business trust (the "Trust") on behalf of its series, the Ascentia Long/Short Fund (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 25th day of August, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of the Ascentia Long/Short 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 • October 13th, 2005 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 25th Day of August, 2005, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Ascentia Long/Short (the “Fund”), a series of the Trust, and the Investment Advisor of the Fund, Ascentia Capital Partners, LLC (the “Advisor”).

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