0000894189-11-002579 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, 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”). The Roosevelt Investment Group, Inc., a New York domestic business corporation and 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 with THE ROOSEVELT INVESTMENT GROUP, INC.
Investment Advisory Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of April, 2011, 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 The Roosevelt Investment Group, Inc. (hereinafter called the “Adviser”), a New York corporation.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, 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 • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of April, 2011, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of April, 2011, 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 • June 9th, 2011 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 28th day of April, 2011, 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 (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with THE ROOSEVELT INVESTMENT GROUP, INC.
Expense Limitation Agreement • June 9th, 2011 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 28th day of April, 2011, 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, The Roosevelt Investment Group, Inc., a New York corporation.

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