0000894189-07-000127 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 18th day of January, 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 • January 19th, 2007 • 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 • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 18th day of January, 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 • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 18th day of January, 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 • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 18th day of January, 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 • January 19th, 2007 • Trust for Professional Managers • Ohio

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 18th day of January, 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 • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 18th day of January, 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 • January 19th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 18th day of January, 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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