0000894189-07-002829 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 20th day of September, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, Fusion Global Long/Short Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). FUSION 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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CUSTODY AGREEMENT
Custody Agreement • September 27th, 2007 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 20th day of September, 2007, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust” (the “Trust”) on behalf of its series named in Exhibit C hereto, (each a “Fund”, and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT FUSION GLOBAL LONG/SHORT FUND
Investment Advisory Agreement • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 20th day of September, 2007, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Fusion Global Long/Short Fund (the “Fund”), a series of the Trust, and Fusion Asset Management, LLC (hereinafter called the “Adviser;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of September, 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 • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of September, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of September, 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 EXPENSE LIMITATION AGREEMENT FUSION GLOBAL LONG/SHORT FUND
Operating Expense Limitation Agreement • September 27th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 20th day of September, 2007, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Fusion Global Long/Short Fund (the “Fund”), a series of the Trust, and Fusion Asset Management, LLC, the investment adviser to the Fund (the “Adviser”).

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