0000894189-12-004645 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 21st, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 10th day of August, 2012, 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”). Samson Capital Advisors, LLC, the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 5 and 7 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with SAMSON CAPITAL ADVISORS, LLC
Investment Advisory Agreement • August 21st, 2012 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 10th day of August, 2012, 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 Samson Capital Advisors, LLC, a New York limited liability company (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 21st, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 10th day of August, 2012, 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 • August 21st, 2012 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 10th day of August, 2012, 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 OPERATING EXPENSE LIMITATION AGREEMENT with SAMSON CAPITAL ADVISORS, LLC
Operating Expense Limitation Agreement • August 21st, 2012 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 10th day of August, 2012, 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, Samson Capital Advisors, LLC (the “Adviser”), a New York limited liability company.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 21st, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 10th day of August, 2012, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 21st, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 10th day of August, 2012, 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”).

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