0000894189-10-001303 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 18th day of January, 2010, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, the Jensen Value Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Jensen Investment Management, Inc., an Oregon corporation 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 • March 30th, 2010 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 18th day of January, 2010, 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 JENSEN VALUE FUND
Investment Advisory Agreement • March 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 18th day of January, 2010, 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 Jensen Investment Management, Inc. (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 18th day of January, 2010, 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 • March 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 18th day of January, 2010, 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 • March 30th, 2010 • Trust for Professional Managers • Wisconsin
TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT JENSEN VALUE FUND
Operating Expense Limitation Agreement • March 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 18th day of January, 2010, 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 Jensen Investment Management, Inc., the investment adviser to the Fund (the “Adviser”).

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