0000894189-07-003247 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of October, 2007, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, Dorfman Value Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). THUNDERSTORM MUTUAL FUNDS 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 • November 15th, 2007 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 24th day of October, 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 DORFMAN VALUE FUND
Investment Advisory Agreement • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 24th day of October, 2007, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Dorfman Value Fund (the “Fund”), a series of the Trust, and Thunderstorm Mutual Funds LLC (hereinafter called the “Adviser;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of October, 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 • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of October, 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 • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of October, 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 DORFMAN VALUE FUND
Operating Expense Limitation Agreement • November 15th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 24th day of October, 2007, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Dorfman Value Fund (the “Fund”), a series of the Trust, and Thunderstorm Mutual Funds LLC, the investment adviser to the Fund (the “Adviser”).

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