0000894189-12-002320 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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”). Collins Capital Investments, LLC, a limited liability company and investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with COLLINS CAPITAL INVESTMENTS, LLC
Investment Advisory Agreement • April 27th, 2012 • Trust for Professional Managers • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 24th day of April, 2012, 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 Collins Capital Investments, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 27th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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 • April 27th, 2012 • Trust for Professional Managers • Delaware

AGREEMENT made as of the 24th day of April, 2012, by and among Pinebank Asset Management, LP, a Delaware limited partnership located at 100 Park Avenue, 32nd Floor, New York, New York 10017 (the “Sub-Advisor”), and Collins Capital Investments, LLC a Delaware limited liability company located at 806 Douglas Rd, Suite 570, Coral Gables, FL 33134 (the “Advisor”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 27th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of this 24th day of April, 2012, 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”).

CUSTODY AGREEMENT
Custody Agreement • April 27th, 2012 • Trust for Professional Managers • Ohio

THIS AGREEMENT is made and entered into as of this 24th day of April, 2012, 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”).

TRUST FOR PROFESSIONAL MANAGERS OPERATING EXPENSE LIMITATION AGREEMENT with COLLINS CAPITAL INVESTMENTS, LLC
Expense Limitation Agreement • April 27th, 2012 • Trust for Professional Managers • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 24th day of April, 2012, 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, Collins Capital Investments, LLC (the “Adviser”), a Delaware limited liability company.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 27th, 2012 • Trust for Professional Managers • Wisconsin

THIS AGREEMENT is made and entered into as of the 24th day of April, 2012, 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”).

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