0000894189-13-002493 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2013 • Mairs & Power Funds Trust • Colorado

THIS AGREEMENT is made as of May 23, 2012, between Mairs and Power Funds Trust, a /trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation ("ALPS").

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MAIRS AND POWER FUNDS TRUST THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Mairs and Power Funds Trust • April 30th, 2013 • Mairs & Power Funds Trust

THIS THIRD AMENDMENT dated as of this 19th day of November, 2012, to the Transfer Agent Servicing Agreement, dated as of May 17, 2011, as amended December 31, 2011 and May 2, 2012 (the “Agreement”) is entered into by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

MAIRS AND POWER FUNDS TRUST SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Mairs and Power Funds Trust • April 30th, 2013 • Mairs & Power Funds Trust

THIS SECOND AMENDMENT dated as of this 2nd day of May, 2012, to the Transfer Agent Servicing Agreement, dated as of May 17, 2011, as amended December 31, 2011 (the “Agreement”) is entered into by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

MAIRS AND POWER FUNDS TRUST SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Mairs and Power Funds Trust • April 30th, 2013 • Mairs & Power Funds Trust

THIS SECOND AMENDMENT dated as of this 9th day of January, 2013, to the Fund Accounting Servicing Agreement, dated as of May 17, 2011, as amended December 31, 2011 (the “Agreement”) is entered into by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

MAIRS AND POWER FUNDS TRUST SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Mairs and Power Funds Trust • April 30th, 2013 • Mairs & Power Funds Trust

THIS SECOND AMENDMENT dated as of this 14th day of February, 2013, to the Custody Agreement dated as of May 17, 2011, as amended December 31, 2011 (the “Agreement”) is entered into by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK, N.A. a national banking association (the "Custodian").

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