0000894189-13-006884 Sample Contracts

FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2013 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of October 24, 2013, to the Fund Accounting Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013 and June 25, 2013 (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 ADVISOR FUNDS, (the "Funds") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • December 19th, 2013 • Trust for Professional Managers

THIS AMENDMENT dated as of October 24, 2013, to the Amended and Restated Custody Agreement, originally made and entered into as of September 12, 2007, amended and restated December 14, 2007, and further amended April 20, 2010 and April 25, 2013 (the "Amended and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").

FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2013 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of October 24, 2013, to the Fund Administration Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, August 30, 2011, April 25, 2013 and June 25, 2013 (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 ADVISOR FUNDS, (the "Funds") 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 • December 19th, 2013 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 17th day of December, 2013, 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.

FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 19th, 2013 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of June 25, 2013, to the Fund Administration Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, August 30, 2011 and April 25, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of Geneva Advisors Funds (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 19th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of April 25, 2013, to the Transfer Agent Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010 and April 25, 2013 (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 ADVISOR FUNDS, (the "Funds") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 19th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of October 24, 2013, to the Distribution Agreement, dated as of September 12, 2007, as amended April 20, 2010 and April 25, 2013 (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 ADVISOR FUNDS, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor.”)

THIRD AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC
Investment Advisory Agreement • December 19th, 2013 • Trust for Professional Managers

THIS THIRD AMENDMENT dated as of October 24, 2013, to the Amended and Restated Investment Advisory Agreement, dated as of April 20, 2010, as amended July 21, 2011 and April 25, 2013 (the “Agreement”), entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and GENEVA INVESTMENT MANAGEMENT OF CHICAGO, LLC (hereinafter called the “Adviser”).

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 19th, 2013 • Trust for Professional Managers

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

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