0000894189-14-005152 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 28th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of October, 2014, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, the (list of funds), and WILLIAM BLAIR & COMPANY, L.L.C., a Delaware limited liability company (the “Distributor” or the “Advisor”, as applicable).

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with WILLIAM BLAIR & COMPANY, L.L.C.
Investment Advisory Agreement • October 28th, 2014 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of October 28, 2014, 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 William Blair & Company, L.L.C. (hereinafter called the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 28th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of October, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 28th, 2014 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 28th day of October, 2014, by and among __________, (the “Sub-Advisor”), and William Blair & Company, L.L.C. (the “Advisor”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 28th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 28rd day of October, 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”).

CUSTODY AGREEMENT
Custody Agreement • October 28th, 2014 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 28th day of October, 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 • October 28th, 2014 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28rd day of October, 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”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with WILLIAM BLAIR & COMPANY, L.L.C.
Expense Limitation Agreement • October 28th, 2014 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the October 28, 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, William Blair & Company, L.L.C. (the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 28th, 2014 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 28th day of October, 2014, by and among __________, (the “Sub-Advisor”), and William Blair & Company, L.L.C. (the “Advisor”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

TRUST FOR PROFESSIONAL MANAGERS MANAGEMENT FEE WAIVER AGREEMENT with WILLIAM BLAIR & COMPANY, L.L.C.
Management Fee Waiver Agreement • October 28th, 2014 • Trust for Professional Managers • Delaware

THIS MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”) is made as of October 28, 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, William Blair & Company, L.L.C. (the “Adviser”), a Delaware limited liability company located at 222 West Adams Street, Chicago, Illinois, 60606.

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