0000894189-10-003797 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with HEARTLAND ADVISORS, INC.
Investment Advisory Agreement • September 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 10th day of August, 2010, 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 (the “Fund”), and Heartland Advisors, Inc. (hereinafter called the “Adviser”), a Wisconsin corporation.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 10th day of August, 2010, 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”).

CUSTODIAN AGREEMENT
Custodian Agreement • September 30th, 2010 • Trust for Professional Managers • New York

THIS AGREEMENT, dated as of August 24, 2010, between Trust for Professional Managers, on behalf of its series, the Heartland International Small Cap Fund, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 10th day of August, 2010, 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2010 • Trust for Professional Managers • Colorado

THIS AGREEMENT is made as of September 10, 2010, between Trust for Professional Managers, a Delaware statutory trust (the “Trust”), on behalf only of the Trust’s series portfolios identified on Appendix A hereto, (each a “Fund”, collectively the “Funds”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 10th day of August, 2010, 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 HEARTLAND ADVISORS, INC.
Expense Limitation Agreement • September 30th, 2010 • Trust for Professional Managers • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 10th day of August, 2010, 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 (the “Fund”), and the investment adviser to the Fund, Heartland Advisors, Inc. (the “Adviser”), a Wisconsin corporation.

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