SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

SECOND AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS SECOND AMENDMENT dated as of April 25, 2013, to the Fund Accounting Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Geneva Advisors Funds, (the "Funds") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to add the Geneva Advisors International Growth Fund; and

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

TRUST FOR PROFESSIONAL MANAGERS	U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxx Xxxxxx	By: Xxxxxxx X. XxXxx
Printed Name: Xxxx Xxxxxx	Printed Name: Xxxxxxx X. XxXxx
Title:  President	Title: Executive Vice President

Amended Exhibit A to the Fund Accounting Servicing Agreement –

Trust for Professional Managers - Geneva

Fund Names

Name of Series	Date Added
Geneva Advisors All Cap Growth Fund
Geneva Advisors Equity Income Fund
Geneva Advisors International Growth Fund	on or after April 25, 2013

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