0000894189-07-001851 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2007 • Trust for Professional Managers • Delaware

THIS AGREEMENT is made and entered into as of this ____ day of ________, 200__, by and between Trust for Professional Managers a Delaware statutory trust (the “Trust”) and Foreside Fund Services, LLC a Delaware limited liability corporation (the “Distributor”). Envestnet Asset Management, Inc. 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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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

AGREEMENT made as of the 26th day of June, 2007, by and among Mellon Equity Associates, LLP, a Pennsylvania limited liability partnership located at 500 Grant St., Suite 4200, Pittsburgh, PA 15258 (the “Sub-Advisor”), and Envestnet Asset Management, Inc. a Delaware corporation located at 35 E. Wacker Dr., Suite 1600, Chicago, IL 60601 (the “Advisor”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, 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”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, 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 PMC FUNDS
Investment Advisory Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 26th day of June, 2007, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the PMC Large Cap Growth Fund, the PMC Large Cap Value Fund, the PMC Small Cap Core Fund, the PMC International Equity Fund, the PMC Core Fixed Income Fund and the PMC Tax-Free Fixed Income Fund (each a “Fund,” collectively the “Funds” or “PMC Funds”), each a series of the Trust, and Envestnet Asset Management, Inc. (hereinafter called the “Adviser;”).

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • June 29th, 2007 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 26th day of June, 2007, by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory 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 OPERATING EXPENSE LIMITATION AGREEMENT PMC FUNDS
Operating Expense Limitation Agreement • June 29th, 2007 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 26th day of June, 2007, by and between Trust for Professional Managers, (the “Trust”), on behalf of the PMC Large Cap Growth Fund, the PMC Large Cap Value Fund, the PMC Small Cap Core Fund, the PMC International Equity Fund, the PMC Core Fixed Income Fund and the PMC Tax-Free Fixed Income Fund (each a “Fund,” collectively the “PMC Funds” or “Funds”), each a series of the Trust, and Envestnet Asset Management, Inc., the investment adviser to the Fund (the “Adviser”).

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