0000894189-12-003388 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 13th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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”). Phase Capital L.P., the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 13th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 13th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of April, 2012, 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 INVESTMENT ADVISORY AGREEMENT with PhaseCapital LP
Investment Advisory Agreement • June 13th, 2012 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of April, 2012, 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 (each, a “Fund,” and collectively, “Funds”), and PhaseCapital, LP, a Delaware limited partnership (hereinafter called the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • June 13th, 2012 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 24th day of April, 2012, 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 PHASECAPITAL LP
Expense Limitation Agreement • June 13th, 2012 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 24th day of April, 2012, 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 (each, a “Fund,” and collectively, the “Funds”), and the investment adviser to the Funds, PhaseCapital LP (the “Adviser”), a Delaware limited partnership.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 13th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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”).

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