0000894189-09-001521 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 14th, 2009 • Trust for Professional Managers • Delaware

THIS AGREEMENT is made and entered into as of this 23rd day of January, 2009, 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 FORESIDE FUND SERVICES, LLC, a Delaware limited liability company (the “Distributor”). ENVESTNET ASSET MANAGEMENT, INC. the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 14th, 2009 • Trust for Professional Managers • Wisconsin

AGREEMENT made as of the 4th day of May, 2009, by and among Neuberger Berman Fixed Income LLC, a Delaware limited liability company with principal offices located at 190 South LaSalle Street, Suite 2400, Chicago, IL 60603 (the “Sub-Advisor”), and Envestnet Asset Management, Inc. a Delaware corporation located at 35 E Wacker Drive, Suite 1600 Chicago, IL 60601 (the “Advisor”).

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