0000894189-09-002634 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2009 • Trust for Professional Managers • Wisconsin

AGREEMENT made as of the 21st day of August, 2009, by and among Neuberger Berman Management LLC, a limited liability corporation located at 605 Third Avenue, New York, New York 10158 (the “Sub-Advisor”), and Envestnet Asset Management, Inc. a Delaware corporation located at 35 East Wacker Drive, Suite 1600, Chicago, IL, 60601 (the “Advisor”).

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TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT PMC FUNDS
Investment Advisory Agreement • August 25th, 2009 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of the 11th day of August, 2009, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the series of the Trust listed on Schedule A hereto (each a “Fund,” collectively the “Funds” or “PMC Funds”), and Envestnet Asset Management, Inc. (hereinafter called the “Adviser;”).

AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS DISTRIBUTION AGREEMENT
Distribution Agreement • August 25th, 2009 • Trust for Professional Managers

This Amendment (the “Amendment”) to the Trust for Professional Managers Distribution Agreement (the “Distribution Agreement”) made as of the 31st day of March 2009 by and among 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”), Foreside Fund Services, LLC, a Delaware limited liability company (“FFS”), and Envestnet Asset Management, the investment advisor to the Trust (the “Advisor”) is effective as of August 26, 2009.

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT PMC FUNDS
Operating Expense Limitation Agreement • August 25th, 2009 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 11th day of August, 2009, by and between Trust for Professional Managers, (the “Trust”), on behalf of the series of the Trust listed on Schedule A hereto (each a “Fund,” collectively the “PMC Funds” or “Funds”), and Envestnet Asset Management, Inc., the investment adviser to the Funds (the “Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2009 • Trust for Professional Managers

THIS AMENDMENT (“Amendment”) dated August 28th , 2009 (the “Effective Date”) is made to the Investment Sub-Advisory Agreement (“Agreement”) dated June 26, 2007 by and between Envestnet Asset Management, Inc., a Delaware corporation (“Envestnet”), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (“Sub-Advisor”).

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • August 25th, 2009 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of July 28, 2009, to the Custody Agreement, dated as of June 26, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, 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 U.S. BANK, N.A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 25th, 2009 • Trust for Professional Managers

THIS ADDENDUM dated as of July 28, 2009, to the Transfer Agent Servicing Agreement, dated as of June 26, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, 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 U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2009 • Trust for Professional Managers

THIS AMENDMENT (“Amendment”) dated August 21, 2009 (the “Effective Date”) is made to the Investment Sub-Advisory Agreement (“Agreement”) dated June 26, 2007 by and between Envestnet Asset Management, Inc., a Delaware corporation (“Envestnet”), and Delaware Management Company, a series of Delaware Management Business Trust, a Delaware statutory trust (“Sub-Advisor”).

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 25th, 2009 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of July 28, 2009, to the Fund Administration Servicing Agreement, dated as of June 26, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, 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 U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 25th, 2009 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of July 28, 2009, to the Fund Accounting Servicing Agreement, dated as of June 26, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, 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 U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2009 • Trust for Professional Managers

THIS AMENDMENT (“Amendment”) dated August 25, 2009 (the “Effective Date”) is made to the Investment Sub-Advisory Agreement (“Agreement”) dated June 26, 2007 by and between Envestnet Asset Management, Inc., a Delaware corporation (“Envestnet”), and Mellon Capital Management Corporation, a Delaware corporation, formerly Mellon Equity Associates, LLP (“Sub-Advisor”).

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