0000894189-13-001783 Sample Contracts

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 26th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 21st day of February, 2013, 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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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 26th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of February, 2013, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 26th, 2013 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 27th day of March, 2013, by and among (the “Sub-Advisor”), and Aurora Investment Management L.L.C. a Delaware limited liability company located at 300 North LaSalle Street, 52nd Floor, Chicago, Illinois 60654 (the “Advisor”).

CUSTODY AGREEMENT
Custody Agreement • March 26th, 2013 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 21st day of February, 2013, 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 • March 26th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 21st day of February, 2013, 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”).

AURORA HORIZONS FUND SERIES Distribution Agreement
Distribution Agreement • March 26th, 2013 • Trust for Professional Managers • Delaware

THIS DISTRIBUTION AGREEMENT (the “Distribution Agreement”) is entered into on this 27th day of March, 2013 by and between the Trust for Professional Managers (the “Trust”) on behalf of its series, the Aurora Horizons Fund (the “Series”) and NGAM Distribution, L.P. (the “Distributor”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with AURORA INVESTMENT MANAGEMENT L.L.C.
Operating Expense Limitation Agreement • March 26th, 2013 • Trust for Professional Managers • Illinois

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 21st day of February, 2013, 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, Aurora Investment Management L.L.C. (the “Adviser”), an Illinois limited liability company.

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with AURORA INVESTMENT MANAGEMENT L.L.C.
Investment Advisory Agreement • March 26th, 2013 • Trust for Professional Managers • Illinois

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 21st day of February, 2013, 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 Aurora Investment Management L.L.C. (hereinafter called the “Adviser”), a Delaware limited liability company located at 300 North LaSalle Street, 52nd Floor, Chicago, Illinois 60654.

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