0000894189-14-005531 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT with GENEVA ADVISORS, LLC
Investment Advisory Agreement • November 18th, 2014 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 28th day of October, 2014, 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 Advisors, LLC, an Illinois limited liability company (formerly known as “Geneva Investment Management of Chicago, LLC,” and hereinafter called the “Adviser”).

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SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS SIXTH AMENDMENT dated as of January 1, 2014, to the Fund Administration Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, August 30, 2011, April 25, 2013, June 25, 2013, and October 24, 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").

FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of January 1, 2014, to the Fund Accounting Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013, June 25, 2013, and October 24, 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").

SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS SIXTH AMENDMENT dated as of March 3, 2014, to the Fund Accounting Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013, June 25, 2013, October 24, 2013 and January 1, 2014 (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").

FOURTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • November 18th, 2014 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of March 3, 2014, to the Distribution Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013 and October 24, 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.”)

FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • November 18th, 2014 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of October 28, 2014, to the Distribution Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013, October 24, 2013 and March 3, 2014 (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.”)

AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 18th, 2014 • Trust for Professional Managers

THIS AMENDMENT dated as of October 28, 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, October 24, 2013 and March 3, 2014 (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").

TRUST FOR PROFESSIONAL MANAGERS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT with GENEVA ADVISORS, LLC
Operating Expenses Limitation Agreement • November 18th, 2014 • Trust for Professional Managers • Wisconsin

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of October, 2014, 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 Advisors, LLC (formerly known as “Geneva Investment Management of Chicago, LLC,” hereinafter referred to as the “Adviser”), an Illinois limited liability company.

SEVENTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS SEVENTH AMENDMENT dated as of March 3, 2014, to the Fund Accounting Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013, June 25, 2013, October 24, 2013, January 1, 2014 and March 3, 2014 (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”).

EIGHTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS EIGHTH AMENDMENT dated as of March 3, 2014, to the Fund Administration Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, August 30, 2011, April 25, 2013, June 25, 2013, October 24, 2013, January 1, 2014 and March 3, 2014 (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").

FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS FOURTH AMENDMENT dated as of March 3, 2014, to the Transfer Agent Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013 and October 24, 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").

AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 18th, 2014 • Trust for Professional Managers

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").

FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 18th, 2014 • Trust for Professional Managers

THIS FIFTH AMENDMENT dated as of October 28, 2014, to the Transfer Agent Servicing Agreement, dated as of September 12, 2007, as amended April 20, 2010, April 25, 2013, October 24, 2013 and March 3, 2014 (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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