0000894189-06-003201 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 20th day of October, 2006, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC, a Delaware limited liability corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT Geneva Advisors All Cap Growth Fund
Investment Advisory Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 20th day of October, 2006, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of Geneva Advisors All Cap Growth Fund (the “Fund”), a series of the Trust, and Geneva Investment Management of Chicago, LLC (hereinafter called the “Adviser;”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of October, 2006, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory 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”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of October, 2006, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory 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 • December 27th, 2006 • Trust for Professional Managers • Ohio

Annual Fee Based Upon Market Value Per Fund* 1.00 basis point on average daily market value Minimum annual fee per fund - $4,800 Plus portfolio transaction fees - Portfolio Transaction Fees $ 7.00 per book entry DTC transaction $ 4.00 per principal paydown $ 6.00 per short sale $ 7.00 per US Bank repurchase agreement transaction $ 8.00 per option/future contract written, exercised or expired $10.00 per book entry Federal Reserve transaction $15.00 per mutual fund trade $25.00 per physical transaction $50.00 per Cedel/Euroclear transaction $ 5.00 per disbursement (waived if U.S. Bancorp is Administrator) $ 6.00 per Fed Wire $15.00 per margin variation Fed wire $150.00 per segregated account per year · A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. · No charge for the initial conversion free receipt. · Overdrafts - charged to the account at prime interest rate plus 2. Plus Out-Of-Pocket Expenses - Including but not limited to exp

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSES LIMITATION AGREEMENT Geneva Advisors All Cap Growth Fund
Expenses Limitation Agreement • December 27th, 2006 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 20th day of October, 2006, by and between Trust for Professional Managers, (the “Trust”), on behalf of Geneva Advisors All Cap Growth Fund (the “Fund”), a series of the Trust, and the Investment Adviser of the Fund, Geneva Investment Management of Chicago LLC (the “Adviser”).

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