0000894189-05-001125 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as this 10th day of March, 2005, by and among Trust for Professional Managers, a Delaware business Trust (the “Trust”), on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund, and The Appleton Group, LLC (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2005, by and between Trust for Professional Managers, a Delaware business trust (the “Trust”) on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2005, by and between the Trust for Professional Managers, a Delaware business Trust (the “Trust”) on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT The Appleton Group Fund The Appleton Group PLUS Fund
Investment Advisory Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the2nd day of May, 2005, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund (the “Funds”), each a series of the Trust, and The Appleton Group, LLC (hereinafter called the “Advisor;”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2005, by and between the Trust for Professional Managers, a Delaware business Trust (the “Trust”), on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

CUSTODY AGREEMENT
Custody Agreement • May 2nd, 2005 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2005, by and between Trust for Professional Managers a Delaware business trust (the “Trust”), on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund and U.S. Bank National Association, a national banking association (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 2nd, 2005 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 2nd day of May, 2005, by and between Trust for Professional Managers, (the “Trust”), on behalf of The Appleton Group Fund and The Appleton Group PLUS Fund (the “Funds”), each a series of the Trust, and the Investment Advisor of the Funds, The Appleton Group, LLC (the “Advisor”).

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