0001144204-05-041794 Sample Contracts

TRANSFER, CONSENT AND RESTATEMENT AGREEMENT
Consent and Restatement Agreement • December 30th, 2005 • North Track Funds Inc

THIS TRANSFER, CONSENT AND RESTATEMENT AGREEMENT (this "Agreement") is made as of this 31st day of May, 2005 by and among North Track Funds, Inc., a Maryland corporation ("North Track"), on behalf of its various mutual fund series (each, a "Fund" and collectively, the "Funds"), B.C. Ziegler and Company, a Wisconsin corporation ("B.C. Ziegler"), and Ziegler Capital Management, LLC, a Wisconsin limited liability company ("ZCM").

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THIRD AMENDMENT TO LICENSE AGREEMENT NAME CHANGE
License Agreement • December 30th, 2005 • North Track Funds Inc • California

THIS THIRD AMENDMENT TO LICENSE AGREEMENT (the “Amendment”), dated October 25, 2005, amends that certain License Agreement dated as of February 23, 1996, as amended by the First Amendment to License Agreement dated February 23, 2002 (“First Amendment”) and the Second Amendment to License Agreement dated as of January 1, 2004 (“Second Amendment”), by and between the Pacific Exchange, Inc. (“PSE”) and North Track Funds, successor in interest to Principal Preservation Portfolios, Inc. (“NT” or “North Track”), on behalf of its series known prior to the date hereof as the “PSE Tech 100 Index Portfolio” (“License Agreement”).

B.C. Ziegler and Company Letterhead]
North Track Funds Inc • December 30th, 2005

Ms. Amy S. Croen, CFA Principal, Co-president Geneva Capital Management Ltd. 250 East Wisconsin Ave., Suite 1050 Milwaukee, WI 53202 David G. Stoeffel President The North Track Funds, Inc. 250 East Wisconsin Ave., Suite 2000 Milwaukee, WI 53202

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