0000894189-07-002906 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 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, Ascentia Alternative Strategies Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). ASCENTIA CAPITAL PARTNERS, 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 28th, 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 ASCENTIA ALTERNATIVE STRATGIES FUND
Investment Advisory Agreement • September 28th, 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 Ascentia Alternative Strategies Fund (the “Fund”), a series of the Trust, and Ascentia Capital Partners, LLC (hereinafter called the “Adviser;”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 28th, 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 28th, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 28th, 2007 • Trust for Professional Managers • Wisconsin

AGREEMENT made as of the 20th day of September, 2007, by and among Sage Capital Management, LLC, a limited liability company located in Sarasota, FL (the “Sub-Adviser”), and Ascentia Capital Partners, LLC a limited liability company located in Reno, NV (the “Adviser”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT ASCENTIA ALTERNATIVE STRATEGIES FUND
Expense Limitation Agreement • September 28th, 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 Ascentia Alternative Strategies Fund, a series of the Trust, and Ascentia Capital Partners, LLC, the investment adviser to the Fund (the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 28th, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 28th, 2007 • Trust for Professional Managers • California

AGREEMENT made as of the 20th day of September, 2007, by and among Research Affiliates, a California limited liability company located in Pasadena, CA (the “Sub-Advisor”), and Ascentia Capital Partners a Limited Liability Corp. located in Reno, NV (the “Advisor”).

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