0000894189-16-008867 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of April, 2016, 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”). MARKETFIELD ASSET MANAGEMENT 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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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with MARKETFIELD ASSET MANAGEMENT LLC
Investment Advisory Agreement • April 8th, 2016 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 11th day of December, 2015, 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 Marketfield Asset Management LLC (hereinafter called the “Adviser”), a Delaware limited liability company.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of April, 2016, 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 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 11th day of April, 2016, 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 8th, 2016 • Trust for Professional Managers • Ohio

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 8th, 2016 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of April, 2016, 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 MARKETFIELD ASSET MANAGEMENT LLC
Operating Expense Limitation Agreement • April 8th, 2016 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 28th day of March, 2016, 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, Marketfield Asset Management LLC (the “Adviser”), an Delaware limited liability company.

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