0001104659-11-031996 Sample Contracts

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 17th day of May, 2011, 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”).

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CUSTODY AGREEMENT
Custody Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 17th day of May, 2011, by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), 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 27th, 2011 • Mairs & Power Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 17th day of May, 2011, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Minnesota

THIS AGREEMENT is entered into this 17th day of May, 2011 by and between MAIRS AND POWER, INC., a Minnesota corporation (the “Administrator”) and MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”).

AGREEMENT FOR INVESTMENT COUNSEL SERVICE
Investment Counsel Agreement • May 27th, 2011 • Mairs & Power Funds Trust

THIS AGREEMENT is entered into this 17th day of May, 2011, by and between MAIRS AND POWER, INC., a Minnesota corporation (the “Adviser”), and MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 27th, 2011 • Mairs & Power Funds Trust

This agreement (the “Agreement”) is entered into by and between Mairs and Power, Inc., a Minnesota corporation (the “Adviser”), and Mairs and Power Funds Trust, a Delaware statutory trust (the “Trust”), acting on behalf of its separate series Mairs and Power Small Cap Fund (the “Fund”).

SUBSCRIPTION AGREEMENT MAIRS AND POWER SMALL CAP FUND, a series of MAIRS AND POWER FUNDS TRUST May 17, 2011
Subscription Agreement • May 27th, 2011 • Mairs & Power Funds Trust
BLUE SKY REGISTRATION AGREEMENT
Blue Sky Registration Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Wisconsin

THIS AGREEMENT effective as of the 17th day of May, 2011, by and between MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (“Quasar”).

NSCC SERVICES AGREEMENT BY AND BETWEEN QUASAR DISTRIBUTORS, LLC AND MAIRS AND POWER FUNDS TRUST
NSCC Services Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Wisconsin

THIS AGREEMENT (“Agreement”) is made as of this 17th day of May 2011, by and between MAIRS AND POWER FUNDS TRUST, a Delaware Statutory trust (collectively the “Trust”), on behalf of each of its series listed on Schedule A, attached hereto, which may be amended from time to time, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Servicing Agent”).

MAIRS AND POWER FUNDS TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 27th, 2011 • Mairs & Power Funds Trust • Wisconsin

THIS AGREEMENT is entered into this 17th day of May, 2011, by and between the MAIRS AND POWER FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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