FOURTH AMENDMENT TO THE CUSTODY AGREEMENT

FOURTH AMENDMENT TO THE

CUSTODY AGREEMENT

THIS FOURTH AMENDMENT dated as of November 2, 2016, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended November 8, 2011, February 14, 2012 and February 21, 2013 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the GERSTEIN XXXXXX FUNDS (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the Gerstein Xxxxxx          Municipal CRA Qualified Investment Fund; and

WHEREAS, the parties desire to amend the Agreement to reflect a change to the investment advisor of the funds; and

WHEREAS, Article 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Amended Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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 Fourth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

TRUST FOR PROFESSIONAL MANAGERS          

By: /s/ Xxxxxxxx X. Xxxx          

Printed Name: Xxxxxxxx X. Xxxx         

Title:  Vice President       

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Xxxxxxx X. XxXxx

 Printed Name: Xxxxxxx X. XxXxx

Title: Senior Vice President

Amended Exhibit C

to the

Custody Agreement – Trust for Professional Managers

Name of Series

Gerstein Xxxxxx Multi-Factor Growth Equity Fund

Gerstein Xxxxxx Multi-Factor International Growth Equity Fund

Gerstein Xxxxxx Multi-Factor Global Real Estate Securities Fund

Gerstein Xxxxxx Municipal CRA Qualified Investment Fund

Amended Exhibit D to the Custody Agreement – Trust for Professional Managers

Gerstein Xxxxxx Funds

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at February 1, 2013

Annual Fee Based Upon Market Value Per Fund*

____ basis point on average daily market value

Minimum annual fee per fund - $____

Plus portfolio transaction fees

Portfolio Transaction Fees

$____/book entry DTC transaction/Federal Reserve transaction/principal paydown//U.S. Bank

repo agreement transaction

$____ /short sale

$____ /option/future contract written, exercised or expired

$____ /mutual fund trade/Fed wire/margin variation Fed wire

$____ /physical transaction

$____ /segregated account per year

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

§          No charge for the initial conversion free receipt.

§          Overdrafts – charged to the account at prime interest rate plus ____.

Miscellaneous Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.

*Subject to annual CPI increase, Milwaukee MSA.

Fees are billed monthly.

Advisor’s signature below acknowledges approval of the domestic and global fee schedules on this Amended Exhibit D.

By:  People’s Securities, Inc.

Name:  /s/ Xxxxx X. Xxxxxx

Title: Head of Research & Portfolio Strategy          Date: 11/2/2016

Amended Exhibit D (continued) to the Custody Agreement - Trust for Professional Managers

GLOBAL SUB-CUSTODIAL SERVICES – Gerstein Xxxxxx Funds ANNUAL FEE SCHEDULE at February 1, 2013
Country	Instrument	Safekeeping (BPS)	Transaction Fee		Country	Instrument	Safekeeping (BPS)	Transaction Fee
Argentina	All	____	$____		Lebanon	All	____	$____
Australia	All	____	$____		Lithuania	All	____	$____
Austria	All	____	$____		Luxembourg	All	____	$____
Bahrain	All	____	$____		Malaysia	All	____	$____
Bangladesh	All	____	$____		Mali*	All	____	$____
Belgium	All	____	$____		Malta	All	____	$____
Benin*	All	____	$____		Mauritius	All	____	$____
Bermuda	All	____	$____		Mexico	All	____	$____
Botswana	All	____	$____		Morocco	All	____	$____
Brazil	All	____	$____		Namibia	All	____	$____
Bulgaria	All	____	$____		Netherlands	All	____	$____
Burkina Faso*	All	____	$____		New Zealand	All	____	$____
Canada	All	____	$____		Niger*	All	____	$____
Cayman Islands*	All	____	$____		Nigeria	All	____	$____
Channel Islands*	All	____	$____		Norway	All	____	$____
Chile	All	____	$____		Oman	All	____	$____
China“A” Shares	All	____	$____		Pakistan	All	____	$____
China“B” Shares	All	____	$____		Peru	All	____	$____
Columbia	All	____	$____		Philippines	All	____	$____
Costa Rica	All	____	$____		Poland	All	____	$____
Croatia	All	____	$____		Portugal	All	____	$____
Cyprus*	All	____	$____		Qatar	All	____	$____
Czech Republic	All	____	$____		Romania	All	____	$____
Denmark	All	____	$____		Russia	Equities/Bonds	____	$____
Ecuador	All	____	$____		Russia	MINFINs	____	$____
Egypt	All	____	$____		Senegal*	All	____	$____
Estonia	All	____	$____		Singapore	All	____	$____
Euromarkets(3)	All	____	$____		Slovak Republic	All	____	$____
Finland	All	____	$____		Slovenia	All	____	$____
France	All	____	$____		South Africa	All	____	$____
Germany	All	____	$____		South Korea	All	____	$____
Ghana	All	____	$____		Spain	All	____	$____
Greece	All	____	$____		Sri Lanka	All	____	$____
Guinea Bissau*	All	____	$____		Swaziland	All	____	$____
Hong Kong	All	____	$____		Sweden	All	____	$____
Hungary	All	____	$____		Switzerland	All	____	$____
Iceland	All	____	$____		Taiwan	All	____	$____
India	All	____	$____		Thailand	All	____	$____
Indonesia	All	____	$____		Togo*	All	____	$____
Ireland	All	____	$____		Trinidad & Tobago*	All	____	$____
Israel	All	____	$____		Tunisia	All	____	$____
Italy	All	____	$____		Turkey	All	____	$____
Ivory Coast	All	____	$____		UAE	All	____	$____
Jamaica*	All	____	$____		United Kingdom	All	____	$____
Japan	All	____	$____		Ukraine	All	____	$____
Jordan	All	____	$____		Uruguay	All	____	$____
Kazakhstan	All	____	$____		Venezuela	All	____	$____
Kenya	All	____	$____		Vietnam*	All	____	$____
Latvia	Equities	____	$____		Zambia	All	____	$____
Latvia	Bonds	____	$____

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

Amended Exhibit D (continued) to the Custody Agreement - Trust for Professional Managers

Annual Base Fee - $____ per account (fund) will apply.

§ Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).

§ For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Straight Through Processing – fees waived.

Cash Transactions:

§ 3^rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3^rd party will be charged $____.

Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed.  Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Miscellaneous Expenses

§ Charges incurred by U.S. Bank, N.A.  for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications 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.