0000894189-11-002786 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 20th day of June, 2011, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (the “Fund”), and M.D. Sass Investors Services, Inc. (hereinafter called the “Adviser”), a Delaware corporation.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, 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 • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of April, 2011, 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 • June 27th, 2011 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 28th day of April, 2011, 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”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, by and between 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 with
Operating Expense Limitation Agreement • June 27th, 2011 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 20th day of June, 2011, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, M.D. Sass Investors Services, Inc., a Delaware corporation.

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