SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT

SECOND AMENDMENT TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

THIS SECOND AMENDMENT effective as of the last date on the signature block to the Fund Administration 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 11 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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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 Second 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/ Xxxx X. Xxxxxx						By: /s/ Xxxxx Xxxxxxxxx
Printed Name: Xxxx X. Xxxxxx						Printed Name: Xxxxx Xxxxxxxxx
Title: President						Title: Senior Vice President
Date: 6/14/21						Date: 6/30/21

Rockefeller                    1

Exhibit A to the

Fund Administration 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    

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Rockefeller

Amended Exhibit B - Trust for Professional Managers Fund Administration Servicing Agreement – Rockefeller & Co

FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE AT JULY 2017

Annual Fee Based Upon Average Net Assets Per Fund Complex*

       ____ basis points on the first $____

       ____ basis points on the next $____

       ____ basis points on the balance above $____

Minimum monthly fee: $____ per fund complex

•Includes up to 2 cusips per fund

•Additional fee of $____ for each additional cusip (class) above 2

Services Included in Annual Fee Per Fund

•Daily Performance Reporting

•Advisor Information Source Web Portal

•USBFS Legal Administration (e.g., registration statement update)

Section 15(c) Reporting

•$____ /fund per report – first class

•$____ /additional class report

CCO Annual Fees (Per Advisor Relationship/Fund)*

•$____ for the first fund,

•$____ for each additional fund

•$____ / sub-advisor per fund

Out-Of-Pocket Expenses

Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.

Additional Services

Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.

*Subject to annual CPI increase, Milwaukee MSA.

Fees are billed monthly.

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Rockefeller