0000894189-08-002134 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 22nd, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, the Grubb & Ellis AGA Realty Income Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). ALESCO GLOBAL ADVISORS, LLC, a California 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 GRUBB & ELLIS AGA REALTY INCOME FUND
Investment Advisory Agreement • July 22nd, 2008 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the __ day of ____, 2008, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Grubb & Ellis AGA Realty Income Fund (the “Fund”), a series of the Trust, and Grubb & Ellis Alesco Global Advisors, LLC (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 22nd, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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 22nd, 2008 • Trust for Professional Managers • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 22nd, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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”).

CUSTODY AGREEMENT
Custody Agreement • July 22nd, 2008 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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 OPERATING EXPENSE LIMITATION AGREEMENT GRUBB & ELLIS AGA REALTY INCOME FUND
Expense Limitation Agreement • July 22nd, 2008 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the ___ day of ____, 2008, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Grubb & Ellis AGA Realty Income Fund (the “Fund”), a series of the Trust, and Grubb & Ellis Alesco Global Advisors, LLC, the investment adviser to the Fund (the “Adviser”).

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