0000894189-06-003176 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the ___ day of ______, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and LEADER CAPITAL CORP., a Delaware 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 • December 22nd, 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 Leader Short-Term Bond Fund
Investment Advisory Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the____ day of _______, 2007, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Leader Short-Term Bond Fund (the “Fund”), a series of the Trust, and Leader Capital Corp. (hereinafter called the “Advisor;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of _______, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this __ day of ________, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 22nd, 2006 • Trust for Professional Managers • Ohio

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ___ day of __________, 2007, by and between Unified Series Trust (“Unified”), an Ohio business trust, with its principal place of business at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, with respect to the Leader Short-Term Bond Fund, a separate series of Unified (the “Acquired Fund”), and Trust for Professional Managers (“TPM”), a Delaware statutory trust, with its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202, with respect to the Leader Short-Term Bond Fund, a separate series of TPM (the “Acquiring Fund” and, collectively with the Acquired Fund, the “Funds”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this __ day of ______, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, on behalf of its series named in Exhibit A hereto, (each a “Fund”, and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT Leader Short-Term Bond Fund
Operating Expenses Limitation Agreement • December 22nd, 2006 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the _____day of ________, 2007, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Leader Short-Term Bond Fund (the “Fund”), a series of the Trust, and the Investment Advisor of the Fund, Leader Capital Corp. (the “Advisor”).

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