0000894189-09-004323 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 18th, 2009 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 23rd day of October, 2009, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, the Mariner 130/30 Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Mariner Quantitative Solutions, LLC, a Kansas limited liability company and 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 • December 18th, 2009 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 23rd day of October, 2009, 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 (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT MARINER 130/30 FUND
Investment Advisory Agreement • December 18th, 2009 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 23rd day of October, 2009, by and between Trust for Professional Managers (hereinafter called the “Trust”), on behalf of the series of the Trust as listed in Schedule A attached hereto (the “Fund”), and Mariner Quantitative Solutions, LLC (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 18th, 2009 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 23rd day of October, 2009, 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 • December 18th, 2009 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 23rd day of October, 2009, 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 MARINER 130/30 FUND
Operating Expense Limitation Agreement • December 18th, 2009 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 23rd day of October, 2009, by and between Trust for Professional Managers (the “Trust”), on behalf of the series of the Trust as listed in Appendix A attached hereto (the “Fund”), and Mariner Quantitative Solutions, LLC, the investment adviser to the Fund (the “Adviser”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 18th, 2009 • Trust for Professional Managers • Wisconsin

TRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES FEE SCHEDULE at October, 2009 FAN WEB Shareholder internet access to account information and transaction capabilities through a transparent link at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc. § FAN Web Premium (Fund Groups over 50,000 open accounts) − Implementation - $___ /fund group – includes up to 25 hours of technical/BSA support − Annual Base Fee - $___ /year § FAN Web Select (Fund Groups under 50,000 open accounts) – See Functionality Worksheet − Implementation - $___ /fund group – includes up to 10 hours of technical/BSA support − Annual Base Fee - $___ /year § FAN Web Direct (API) – Quoted Separately § Customization - $___ /hour § Activity (Session) Fees: − Inquiry - $___ /event − Account Maintenance - $___ /event − Transaction – financial transactions, reorder statements, etc. -

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