0000894189-14-002585 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 20th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 29th day of April, 2014, 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”). WELTON FUND ADVISORS, LLC, the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 20th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 29th day of April, 2014, 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 • May 20th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 29th day of April, 2014, 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”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with WELTON FUND ADVISORS LLC
Investment Advisory Agreement • May 20th, 2014 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 29th day of April, 2014, by and between Trust for Professional Managers, a Delaware statutory trust located at 615 E. Michigan Street, Milwaukee, Wisconsin 53202 (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 (each a “Fund” and collectively, the “Funds”), and Welton Fund Advisors LLC (hereinafter called the “Adviser”), a Delaware limited liability company located at The Eastwood Building, San Carlos between 5th and 6th, Carmel, California 93921-6147.

CUSTODY AGREEMENT
Custody Agreement • May 20th, 2014 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 29th day of April, 2014, 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 • May 20th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 29th day of April, 2014, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 20th, 2014 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 21st day of May, 2014, by and among Wellington Management Company, LLP, a Massachusetts limited liability partnership, located at 280 Congress Street, Boston, Massachusetts 02210, (the “Sub-Advisor”), and Welton Fund Advisors LLC, a Delaware limited liability company located at The Eastwood Building, San Carlos between 5th and 6th, Carmel, California 93921-6147 (the “Advisor”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with WELTON FUND ADVISORS LLC
Operating Expense Limitation Agreement • May 20th, 2014 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 29th day of April, 2014, 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 (each a “Fund” and collectively, the “Funds”), and the investment adviser to the Funds, Welton Fund Advisors LLC (the “Adviser”), a Delaware limited liability company located at The Eastwood Building, San Carlos between 5th and 6th, Carmel, California 93921-6147.

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