0000894189-10-001518 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with Geneva Investment Management of Chicago, LLC
Investment Advisory Agreement • April 22nd, 2010 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of the 20th day of April, 2010, by and between Trust for Professional Managers, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of its series listed on Schedule A attached hereto, as amended from time to time (each, a “Fund,” and collectively the “Funds”), and Geneva Investment Management of Chicago, LLC, an Illinois limited liability company (hereinafter called the “Adviser”).

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FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 22nd, 2010 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 20, 2010, to the Transfer Agent Servicing Agreement, dated as of September 12, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of Geneva Advisors All Cap Growth Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 22nd, 2010 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 20, 2010, to the Fund Administration Servicing Agreement, dated as of September 12, 2007 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of Geneva Advisors All Cap Growth Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT with GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC
Operating Expenses Limitation Agreement • April 22nd, 2010 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 20th day of April, 2010, by and between Trust for Professional Managers (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Schedule A hereto, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and the investment adviser to the Funds, Geneva Investment Management of Chicago, LLC (the “Adviser”), an Illinois limited liability company.

AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • April 22nd, 2010 • Trust for Professional Managers

THIS AMENDMENT dated as of April 20, 2010, to the Amended and Restated Custody Agreement, originally made and entered into as of September 12, 2007, as amended December 14, 2007 (the "Amended and Restated Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of Geneva Advisors All Cap Growth Fund (the "Fund") and U.S. Bank National Association, national banking association ( the "Custodian").

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 22nd, 2010 • Trust for Professional Managers

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

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • April 22nd, 2010 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of April 20, 2010, to the Distribution Agreement, dated as of September 12, 2007 (the "Agreement"), is entered into by and among TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, Geneva Advisors All Cap Growth Fund (the "Fund"), QUASAR DISTRIBUTORS, LLC, (the “Distributor”) and GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC, a Delaware limited liability corporation and the investment advisor to the Trust (the “Advisor”).

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