0000894189-13-006918 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of October, 2013, 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”). ROCKEFELLER & CO., INC., 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 • December 20th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of October, 2013, 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 • December 20th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of October, 2013, 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 ROCKEFELLER & CO., INC.
Investment Advisory Agreement • December 20th, 2013 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of October, 2013, 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, the “Funds”), and Rockefeller & Co., Inc. (hereinafter called the “Adviser”), a Delaware corporation with its principal place of business at 10 Rockefeller Plaza, Third Floor, New York, New York, 10020.

CUSTODY AGREEMENT
Custody Agreement • December 20th, 2013 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 24th day of October, 2013, 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”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 20th, 2013 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of October, 2013, 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”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with ROCKEFELLER & CO., INC.
Expense Limitation Agreement • December 20th, 2013 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 24th day of October, 2013, 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, Rockefeller & Co., Inc. (the “Adviser”), a Delaware corporation with its principal place of business at 10 Rockefeller Plaza, Third Floor, New York, New York, 10020.

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