0000894189-07-002012 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 26th day of June, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, Marketfield Macroeconomic Value Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). MARKETFIELD ASSET MANAGEMENT, LLC, a 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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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT MARKETFIELD MACROECONOMIC VALUE FUND
Investment Advisory Agreement • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 26th day of June, 2007, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Marketfield Macroeconomic Value Fund (the “Fund”), a series of the Trust, and Marketfield Asset Management, LLC (hereinafter called the “Adviser;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “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 • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust, (the “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 EXPENSE LIMITATION AGREEMENT MARKETFIELD FUND
Operating Expense Limitation Agreement • July 24th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 17th day of July, 2007, by and between Trust for Professional Managers (the “Trust”), on behalf of the Marketfield Fund (the “Fund”), a series of the Trust, and Marketfield Asset Management, LLC, the investment adviser to the Fund (the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • July 24th, 2007 • Trust for Professional Managers • Ohio

Annual Fee Based Upon Market Value Per Fund* 1.00 basis point on average daily market value Minimum annual fee per fund - $4,800 Plus portfolio transaction fees Portfolio Transaction Fees $ 7.00 per book entry DTC transaction $ 4.00 per principal paydown $ 6.00 per short sale $ 7.00 per US Bank repurchase agreement transaction $ 8.00 per option/future contract written, exercised or expired $10.00 per book entry Federal Reserve transaction $15.00 per mutual fund trade $25.00 per physical transaction $50.00 per Cedel/Euroclear transaction $ 5.00 per disbursement (waived if U.S. Bancorp is Administrator) $ 6.00 per Fed Wire $15.00 per margin variation Fed wire $150.00 per segregated account per year · 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– Including but not limited to expens

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