0000894189-08-002489 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, by and between the TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”) on behalf of its series, Schooner Growth and Income Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). SCHOONER INVESTMENT MANAGEMENT, LLC, a Delaware corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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CUSTODY AGREEMENT
Custody Agreement • August 14th, 2008 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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 with its principal place of business at Cincinnati, Ohio (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT SCHOONER GROWTH AND INCOME FUND
Investment Advisory Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 21st day of July, 2008, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of each series of the Trust as listed in Schedule A attached hereto (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 21st day of July, 2008, 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”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT SCHOONER GROWTH AND INCOME FUND
Operating Expense Limitation Agreement • August 14th, 2008 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 21st day of July, 2008, by and between Trust for Professional Managers, (the “Trust”), on behalf of each series of the Trust as listed in Appendix A attached hereto (each a “Fund” and together the “Funds”), and Schooner Investment Group, LLC, the investment adviser to the Fund (the “Adviser”).

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