0000894189-06-000975 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of April, 2006, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust (the “Trust”) on behalf of its series, Snow Capital Opportunity Fund (the “Fund”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). SNOW CAPITAL MANAGEMENT, INC., 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 • April 27th, 2006 • Trust for Professional Managers • Ohio

Annual fee based upon market value per fund*: 1 basis point on fund assets Minimum annual fee per fund - $6,000 - Portfolio Transaction Fees $ 7.00 per US Bank repurchase agreement transaction $ 7.00 per book entry security (depository or Federal Reserve system) and non-US Bank repurchase agrmt $25.00 per portfolio transaction processed through our New York custodian definitive security (physical) $ 8.00 per principal paydown $15.00 per option/future contract written, exercised or expired $50.00 per Cedel/Euroclear transaction $15.00 per mutual fund trade $15.00 per Fed Wire $15.00 per margin variation Fed wire $ 6.00 per short sale ReportSource - $150 /month - Web reporting · A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. · No charge for the initial conversion free receipt. · Overdrafts - charged to the account at prime interest rate plus 2. · Plus out-of-pocket expenses, and extraordinary expenses based upon complexity, inclu

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Snow Capital Opportunity Fund
Investment Advisory Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 26th day of April, 2006, by and between Trust for Professional Managers (hereinafter called the “Trust”), on behalf of the Snow Capital Opportunity Fund (the “Fund”), a series of the Trust, and Snow Capital Management L.P. (hereinafter called the “Adviser;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of April, 2006, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, on behalf of its series, the Snow Capital Opportunity Fund (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of April, 2006, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, on behalf of its series, the Snow Capital Opportunity Fund (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of April, 2006, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, on behalf of its series, the Snow Capital Opportunity Fund (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT Snow Capital Opportunity Fund
Operating Expenses Limitation Agreement • April 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 26th day of April, 2006, by and between Trust for Professional Managers (the “Trust”), on behalf of the Snow Capital Opportunity Fund (the “Fund”), a series of the Trust, and the investment adviser of the Fund, Snow Capital Management, L.P. (the “Adviser”).

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