Document

FIRST AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS FIRST AMENDMENT effective as of the last date on the signature block to the Transfer Agent Servicing Agreement, dated as of October 24, 2013, as amended (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of its series named in Exhibit A hereto, (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Trust and USBFS desire to amend Exhibit A of the Agreement to add the Rockefeller Climate Solutions Fund; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

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

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.


TRUST FOR PROFESSIONAL MANAGERS						U.S. BANCORP FUND SERVICES, LLC

By: /s/ John P. Buckel						By: /s/ Anita Zagrodnik
Printed Name: John P. Buckel						Printed Name: Anita Zagrodnik
Title: President						Title: Senior Vice President
Date: 6/14/21						Date: 6/30/21

Exhibit A to the

Transfer Agent Servicing Agreement Trust for Professional Managers – Rockefeller & Co

Fund Names

Name of Series

Rockefeller Core Taxable Bond Fund

Rockefeller Equity Allocation Fund

Rockefeller Intermediate Tax Exempt National Bond Fund

Rockefeller Intermediate Tax Exempt New York Bond Fund

Rockefeller Climate Solutions Fund

Amended Exhibit B - Trust for Professional Managers Transfer Agent Servicing Agreement – Rockefeller & Co


Annual Service Charges to the Fund* •Base Fee Per CUSIP $____ /year (Normally $____/cusip •NSCC Level 3 Accounts $____ /open account •No-Load Fund Accounts $____ /open account •Load Fund Accounts $____ /open account •Closed Accounts $____ /closed account Services Included in Annual Base Fee Per CUSIP •DST NSCC Charge •MFx Report Source Activity Charges •Manual Shareholder Transaction & Correspondence $____ /even •Omnibus Account Transaction $____ /transaction •Telephone Calls $____ /minute •Voice Response Calls $____ /call •Daily Valuation/Manual 401k Trade $____ /trade CUSIP Setup Charge •$____ / CUSIP Out-Of-Pocket Expenses Including but not limited to telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC charges, voice response (VRU) maintenance and development, data communication and implementation charges, and travel. Additional Services Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access (MFx Portal), client dedicated line data access, programming charges, training, Short-Term Trader reporting, cost basis reporting, Excessive Trader, 12b-1 aging, investor e-mail services, dealer reclaim services, shareholder performance statements, Same Day Cash Flow System, money market fund service organizations, charges paid by investors, literature fulfillment, physical certificate processing, Jumbo pricing, expedited CUSIP setup, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), and additional services mutually agreed upon. *Subject to annual CPI increase, Milwaukee MSA. Fees are billed monthly.


Exhibit C (continued) to the Trust for Professional Managers Transfer Agent Servicing Agreement – Rockefeller & CoTRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES FEE SCHEDULE AT OCTOBER 2013
FAN Web Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc FAN Web Select (Fund Groups under 50,000 open accounts) Implementation - $____ /fund group – includes up to 10 hours of technical/BSA support Annual Base Fee - $____ /year FAN Web Direct (API) – Quoted Separately Customization - $____/hour Activity (Session) Fees: Inquiry - $____ /event Account Maintenance - $____ /event Transaction – financial transactions, reorder statements, etc. - $____ /event New Account Set-up - $____ /event (Not available with FAN Web Select) Strong Authentication: $____ /month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle) FAN Mail Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages. Base Fee Per Management Company – file generation and delivery - $____ /year Per Record Charge Rep/Branch/ID - $____ Dealer - $____ Price Files - $____ or $____ /user per month, whichever is less Vision Mutual Fund Gateway Permits broker/dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts. Inquiry Only Inquiry - $____ /event Per broker ID - $____ /month per ID Transaction Processing Implementation - $____ /management company Transaction – purchase, redeem, exchange, literature order - $____ /event New Account Setup – $____ /event Monthly Minimum Charge - $____ /month Vision Electronic Statements Provides the capability for financial intermediaries to access electronic statements via the Vision application.* Implementation Fees Develop eBusiness Solutions Software - $____ /fund group Code Print Software - $____ /fund group Load charges $____ /image Archive charge (for any image stored beyond 2 years) $____ /document *Normal Vision ID and activity charges also apply.


FAF Money Market Fund Service Organizations $____ /money market share class per year Out-of-pocket expenses (see Transfer Agent Fee Schedule) Charges Paid by Investors Shareholder accounts will be charged based upon the type of activity and type of account, including the following: Qualified Plan Fees $____ /qualified plan account or Coverdell ESA account (Cap at $____ /SSN) $____ /transfer to successor trustee $____ /participant distribution (Excluding SWPs) $____ /refund of excess contribution $____ /reconversion/recharacterization Additional Shareholder Paid Fees $____ /outgoing wire transfer or overnight delivery $____ /telephone exchange $____ /return check or ACH or stop payment $____ /research request per account (Cap at $____ /request) (This fee applies to requests for statements older than the prior year) Literature Fulfillment Services* Account Management $____ /month (account management, lead reporting and database administration) Out-of-Pocket Expenses Kit and order processing expenses, postage, and printing Inbound Teleservicing Only Account Management - $____ /month Call Servicing - $____ /minute Lead Conversion Reporting (Closed Loop) Account Management - $____ /month Database Installation, Setup - $____ /fund group Specialized Programming - (Separate Quote)* *Fees exclude postage and printing charges.