EX-99.(G)(1)(V) 4 crossingbridge4thamendtocu.htm EX-99.(G)(1)(V) FOURTH AMEND. TO CUSTODY AGRMT. Document

FOURTH AMENDMENT TO THE
CUSTODY AGREEMENT


THIS FOURTH AMENDMENT effective as of the last date on the signature block, to the Custody Agreement, dated as of December 20, 2017, as amended (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend Exhibit B of the Agreement to add the CrossingBridge Nordic High Income Bond Fund; and

WHEREAS, the parties desire to amend the fees listed in Exhibit C of the Agreement and to add termination language; and

WHEREAS, Section 15.02 of the Agreement allows for its amendment by a written agreement executed by both parties and authorized or approved by the Board of Trustees of the Trust.

NOW, THEREFORE, the parties agree as follows:

Exhibit B of the Agreement is hereby superseded and replaced in its entirety with
Exhibit B attached hereto.

Exhibit C of the Agreement is hereby superseded and replaced in its entirety with
Exhibit C attached hereto, which shall be effective for a period of three (3) years beginning on July 1, 2024, and concluding on June 30, 2027.

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

SIGNATURES ON NEXT PAGE




IN WITNESS WHEREOF, the parties hereto have caused this 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 MANAGERSU.S. BANK NATIONAL ASSOCIATION
By: /s/ John P. Buckel
By: /s/ Gregory Farley
Printed Name: John P. BuckelPrinted Name: Gregory Farley
Title: President Title: Senior Vice President
Date: 9/26/24Date: September 26, 2024




EXHIBIT B

to the Trust for Professional Managers Custody Agreement

Fund Names



Name of Series
CrossingBridge Low Duration High Yield Fund
CrossingBridge Ultra-Short Duration Fund
CrossingBridge Responsible Credit Fund
RiverPark Strategic Income Fund
CrossingBridge Nordic High Income Bond Fund








EXHIBIT C

Notice of Termination upon Change of Control:
Upon a change in control, as defined in the 1940 Act, CrossingBridge Advisors LLC (the “Advisor”) may terminate this agreement upon giving 120 days’ prior written notice to the other parties. In the event of a conflict between the termination notice provisions of the Agreement and the termination notice provision in this Exhibit C, the termination notice provision within this Exhibit C shall control.

Custody Services Fee Schedule
Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:
[...] basis points
Minimum annual fee per fund – $[...]
Plus portfolio transaction fees

Portfolio Transaction Fees
$[...] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
$[...] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
$[...] – Option/SWAPS/future contract written, exercised or expired
$[...] – Mutual fund trade, Margin Variation Wire and outbound Fed wire
$[...] – Physical security transaction
$[...] – Check disbursement (waived if U.S. Bancorp is Administrator)
$[...] Manual instructions fee. (Additional Per Securities and Cash Transactions)
$[...] Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)
$[...] Per Non-USD wire.
$[...] Per 3rd party FX settled at U.S. Bank
$[...] Monthly charge on zero valued securities (Per ISIN)
$[...] Per Proxy Vote cast.
$[...] Dormant account fee (one year no activity)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
$[...] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
Class Action Services – [...]% of gross proceeds, $[...] minimum recovery.
No charge for the initial conversion free receipt.
Overdrafts – charged to the account at prime interest rate plus [...]% unless a line of credit is in place.
Third Party lending - Additional fees will apply

* Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative). CPI is capped at [...]% per annum.

Fees are calculated pro rata and billed monthly.






Additional Services Fee Schedule

Third-Party Agent Domestic Securities Lending Support*+
$[...] implementation fee per Trust per Third-Party Agent Lender
Annual Base Fee $[...] per Trust per Third-Party Agent Lender
Plus Transaction fees

Third-Party Agent Portfolio Transaction Fees+
$[...] - transaction fee will be assessed for each loan, return, and reallocation transactions (loan/return)

+ Each Third-Party Agent Lender will be invoiced directly

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative). The CPI is capped at 3% per annum.






Additional Global Sub-Custodial Services Annual Fee Schedule

Country
Safekeeping (BPS)
Transaction fee
Country
Safekeeping (BPS)
Transaction fee
Country
Safekeeping (BPS)
Transaction fee
Argentina
Hong Kong
Poland
Australia
Hungary
Portugal
Austria
Iceland
Qatar
Bahrain
India
Romania
Bangladesh
Indonesia
Russia
Belgium
Ireland
Saudi Arabia
Bermuda
Israel
Serbia
Botswana
Italy
Singapore
Brazil
Japan
Slovakia
Bulgaria
Jordan
Slovenia
Canada
Kenya
South Africa
Chile
Kuwait
South Korea
China Connect
Latvia
Spain
China (B Shares)
Lithuania
Sri Lanka
Colombia
Luxembourg
Sweden
Costa Rica
Malaysia
Switzerland
Croatia
Malta
Taiwan
Cyprus
Mauritius
Tanzania
Czech Republic
Mexico
Thailand
Denmark
Morocco
Tunisia
Egypt
Namibia
Turkey
Estonia
Netherlands
UAE
Eswatini
New Zealand
Uganda
Euroclear (Eurobonds)
Nigeria
Ukraine
Euroclear (Non-Eurobonds)
Norway
United Kingdom
Finland
Oman
Uruguay
France
Pakistan
Vietnam
Germany
Panama
West African Economic Monetary Union (WAEMU)**
Ghana
Peru
Zambia
Greece
Philippines
Zimbabwe

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.




Global Custody Base Fee

A monthly base fee of $[...] per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month. Safekeeping and transaction fees are assessed on security and currency transactions.


Global Custody Tax Services:
Global Filing: $[...] per annum
U.S. Domestic Filing: $[...] per annum (Only ADRs)
3rd Party Tax Service Provider: $[...] per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)
Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests.

Miscellaneous Expenses
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, central securities depository fees, securities market regulator fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
SWIFT reporting and message fees.







Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard [...] basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.

Market
Non Eurobond ISIN code
Non Eurobond Rate ISINs held at EOC*
ARGENTINA
AR
AUSTRALIA
AU
BELGIUM
BE
CANADA
CA
CHILE
CL
CZECH REPUBLIC
CZ
DENMARK
DK
FINLAND
FI
FRANCE
FR
GERMANY
DE
GREECE
GG
HOLLAND
NL
HONG KONG
HK
HUNGARY
HU
ISRAEL
IL
ITALY
IT
JAPAN
JP
LUXEMBOURG
LU
MEXICO
MX
NEWZEALAND
NZ
NORWAY
NO
PERU
PE
POLAND
PL
PORTUGAL
PT
ROMANIA
RO
RUSSIA
RU
SINGAPORE
SG
SLOVAK REPUBLIC
SK
SLOVENIA
SI
SPAIN
ES
SOUTH-AFRICA
ZA
SWEDEN
SE
SWITZERLAND
CH
THAILAND
TH
UNITED KINGDOM
GB
UNITED STATES
US

Advisor approved of the fee schedules above on September 25, 2024.