0000894189-13-002073 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 9th, 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, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). DEARBORN PARTNERS, LLC, the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with DEARBORN PARTNERS, L.L.C.
Investment Advisory Agreement • April 9th, 2013 • Trust for Professional Managers • Delaware

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 Dearborn Partners, L.L.C. (hereinafter called the “Adviser”), an Illinois limited liability company.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 9th, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 9th, 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”).

CUSTODY AGREEMENT
Custody Agreement • April 9th, 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 • April 9th, 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”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with DEARBORN PARTNERS, L.L.C.
Expense Limitation Agreement • April 9th, 2013 • Trust for Professional Managers • Delaware

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, Dearborn Partners, L.L.C. (the “Adviser”), an Illinois limited liability company.

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