AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

AMENDMENT TO THE

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS AMENDMENT dated as of March 3, 2014, to the Amended and Restated Custody Agreement, originally made and entered into as of September 12, 2007, amended and restated December 14, 2007, and further amended April 20, 2010, April 25, 2013 and October 24, 2013 (the "Amended and Restated 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. BANK NATIONAL ASSOCIATION, national banking association ( the "Custodian").

RECITALS

WHEREAS, the parties have entered into the Amended and Restated Agreement; and

WHEREAS, the Trust and USBFS desire to amend the fees of the Agreement; and

WHEREAS, Article 14.02 of the Amended and Restated Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Amended Exhibit D of the Amended and Restated Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.

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

IN WITNESS WHEREOF, the parties hereto have caused this 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. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxx	By: /s/ Xxxxxxx X. XxXxx
Printed Name:  Xxxx X. Xxxxxx	Printed Name:  Xxxxxxx X. XxXxx
Title:    President	Title:  Senior Vice President

Amended Exhibit D

to the

Amended and Restated Custody Agreement – Trust for Professional Managers - Geneva

Multiple Series Trust

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at March, 2014

Annual Fee Based Upon Market Value Per Fund

____ basis point on average daily market value

Minimum annual fee per fund - $____

Plus portfolio transaction fees

Portfolio Transaction Fees

Portfolio Transaction Fees

$____ per book entry DTC transaction

$____ per principal paydown

$____ per short sale

$____ per US Bank repurchase agreement transaction

$____ per option/future contract written, exercised or expired

$____ per book entry Federal Reserve transaction

$____ per mutual fund trade

$____ per physical transaction

$____ per Cedel/Euroclear transaction

$____ per disbursement (waived if U.S. Bancorp is Administrator)

$____ per Fed Wire

$____ per margin variation Fed wire

$____ per segregated account per year

§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

§ No charge for the initial conversion free receipt.

§ Overdrafts – charged to the account at prime interest rate plus ____.

Out-Of-Pocket Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, and extraordinary expenses based upon complexity.

Fees are billed monthly.

Advisor’s signature below acknowledges approval of the domestic and global fee schedules on this Amended Exhibit D

GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC

By: /s/ Xxxx Xxxxxx                                                                         

Printed Name and Title: Xxxx Xxxxxx, Prinicpal                          

Date: February 28, 2014                                                                     

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Amended Exhibit D (continued) to the

Amended and Restated Custody Agreement – Trust for Professional Managers - Geneva

GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE at April 30, 2010
Country	Instrument	Safekeeping (BPS)	Transaction Fee		Country	Instrument	Safekeeping (BPS)	Transaction Fee
Argentina	All	____	$____		Latvia	Bonds	____	$____
Australia	All	____	$____		Lebanon	All	____	$____
Austria	All	____	$____		Lithuania	All	____	$____
Bahrain	All	____	$____		Luxembourg	All	____	$____
Bangladesh	All	____	$____		Malaysia	All	____	$____
Belgium	All	____	$____		Mali*	All	____	$____
Benin*	All	____	$____		Malta	All	____	$____
Bermuda	All	____	$____		Mauritius	All	____	$____
Botswana	All	____	$____		Mexico	All	____	$____
Brazil	All	____	$____		Morocco	All	____	$____
Bulgaria	All	____	$____		Namibia	All	____	$____
Burkina Faso*	All	____	$____		Netherlands	All	____	$____
Canada	All	____	$____		New Zealand	All	____	$____
Cayman Islands*	All	____	$____		Niger*	All	____	$____
Channel Islands*	All	____	$____		Nigeria	All	____	$____
Chile	All	____	$____		Norway	All	____	$____
China“A” Shares	All	____	$____		Oman	All	____	$____
China“B” Shares	All	____	$____		Pakistan	All	____	$____
Columbia	All	____	$____		Peru	All	____	$____
Costa Rica	All	____	$____		Philippines	All	____	$____
Croatia	All	____	$____		Poland	All	____	$____
Cyprus*	All	____	$____		Portugal	All	____	$____
Czech Republic	All	____	$____		Qatar	All	____	$____
Denmark	All	____	$____		Romania	All	____	$____
Ecuador	All	____	$____		Russia	Equities/Bonds	____	$____
Egypt	All	____	$____		Russia	MINFIN	____	$____
Estonia	All	____	$____		Senegal*	All	____	$____
Euromarkets(3)	All	____	$____		Singapore	All	____	$____
Finland	All	____	$____		Slovak Republic	All	____	$____
France	All	____	$____		Slovenia	All	____	$____
Germany	All	____	$____		South Africa	All	____	$____
Ghana	All	____	$____		South Korea	All	____	$____
Greece	All	____	$____		Spain	All	____	$____
Guinea Bissau*	All	____	$____		Sri Lanka	All	____	$____
Hong Kong	All	____	$____		Swaziland	All	____	$____
Hungary	All	____	$____		Sweden	All	____	$____
Iceland	All	____	$____		Switzerland	All	____	$____
India	All	____	$____		Taiwan	All	____	$____
Indonesia	All	____	$____		Thailand	All	____	$____
Ireland	Equities	____	$____		Togo*	All	____	$____
Ireland	Gov’t Bonds	____	$____		Trinidad & Tobago*	All	____	$____
Israel	All	____	$____		Tunisia	All	____	$____
Italy	All	____	$____		Turkey	All	____	$____
Ivory Coast	All	____	$____		UAE	All	____	$____
Jamaica*	All	____	$____		United Kingdom	All	____	$____
Japan	All	____	$____		Ukraine	All	____	$____
Jordan	All	____	$____		Uruguay	All	____	$____
Kazakhstan	All	____	$____		Venezuela	All	____	$____
Kenya	All	____	$____		Vietnam*	All	____	$____
Latvia	Equities	____	$____		Zambia	All	____	$____

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

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Amended Exhibit D (continued) to the

Amended and Restated Custody Agreement – Trust for Professional Managers

Geneva - Fees at April 30, 2010

Base Fee - A monthly base charge of $____ per account (fund) will apply.

§   Fee is expressed in basis points per annum where one basis point equals one hundredth of one percent (.01%) and is calculated based upon month-end market value, unless stated otherwise.

§   A transaction is defined as a receipt or delivery versus payment, a free receive or deliver, maturities, or security transaction related to corporate events.

§   Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).

−   For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Straight Through Processing – fees waived.

For non-US resident clients investing in the U.S. market: Fees for US custody are provided on the basis that if assets are held in an omnibus account for multiple underlying clients, the Client will take the necessary action to attain Qualified Intermediary (QI) status for US IRS withholding tax purposes.  Should the Client fail to take the necessary action, the fee quoted would be subject to review, and all costs incurred by The Bank of New York in fulfilling its obligations under the US regulations would be passed to the Client.  Please refer to the separate Non-Resident Alien (NRA) fee schedule.

Note: For the clients who are the sole beneficial owner of the assets held in their account with The Bank of New York and the client has provided a “W8Ben” form per account stating their ownership of the assets, the above will not apply.

Cash Transactions:

§   Currency Trade - $____ per transaction

§   3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a third party will be charged $____.

Standard Non-U.S. Proxy Services Fees:

§   Notification                                  $____

§   Vote                                              $____

§   Relationship Set Up Fee            $____

Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed.  Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Communication Fees:

§   SWIFT Reporting and Message Fees – The following fees will apply in respect of client requested SWIFT reports and messages:

−   Cash Reporting

·   MT900 – Cash Debit Advice$____ each

·   MT910 – Cash Credit Advice$____ each

·   MT940 – Detail Cash Statement$____ per message

·   MT950 – Cash Statement$____ per message

−   Securities Position Reporting

·   MT535 – Statement of Holdings$____ per message

       (One MT535 will be issued per account per month free of charge)

·   MT536 – Statement of Transactions$____ per message

·   MT537 – Statement of Pendings$____ per message

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Amended Exhibit D (continued) to the

Amended and Restated Custody Agreement – Trust for Professional Managers

Geneva - Fees at April 30, 2010

−   Confirmations

·   MT544 – Receive Free Confirm$____ per message

·   MT545 – Receive Against Payment Confirm$____ per message

·   MT546 – Deliver Free Confirm$____ per message

·   MT547 – Deliver Against Payment Confirm$____ per message

−   Facsimile Reporting Fees

·   Corporate Actions Notifications$____ per notification

·   Cash and Securities Reports$____ per page

Out of Pocket Expenses

§   Charges incurred by The Bank of New York for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§   A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.

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