FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

FIRST AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT, dated as of August 13, 2020, to the Transfer Agent Servicing Agreement, dated as of April 2, 2020, (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Terra Firma U.S. Concentrated Realty Equity Fund (the "Fund") 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 the fees of the Agreement; 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:

Effective June 22, 2020, Exhibit C of the Agreement is hereby superseded and replaced with Exhibit C attached hereto.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 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year written above.

TRUST FOR PROFESSIONAL MANAGERS    U.S. BANK NATIONAL ASSOCIATION

By: /s/ Xxxx X. Xxxxxx          By: /s/ Xxxxx Xxxxxxxxx

Name: Xxxx X. Xxxxxx                Name: Xxxxx Xxxxxxxxx

Title:     President                    Title: Senior Vice President
                             1/19/2021

Exhibit C to the

Trust for Professional Managers Transfer Agent Servicing Agreement

Initial Base Fee for Fund Administration, Fund Accounting, Portfolio Compliance, Transfer Agent, CCO, and Custody Services at June 22, 2020.

Below base fees shall apply for an initial period of 18 months, starting at June 22, 2020, or when average net assets are greater than $100 million, whichever comes first. Additional Services fee schedule applies during the initial period.

Months 1-6 – $- per month

Months 7-12 – $- per month

Months 13-18 – $- per month

Following either threshold being reached, the base fee for Transfer Agent, Shareholder & Account Services shall revert to the Transfer Agent, Shareholder & Account Services Fee after initial period on the pages 2-3 of this amendment or on pages 13 of the original fee schedule at March 2020.

Transfer Agent, Shareholder & Account Services Fee Schedule after initial period

Annual Service Charges to the Fund*

Base Fee per CUSIP            $- for first CUSIP in Fund Complex

$- each additional class CUSIP in Fund Complex

Open Accounts            $- per open account

Closed (zero balance) Accounts         $- per closed account

Daily Accrual Fund Accounts        $- per open account

Annual Basis Point Fee per Fund Complex

1 basis point on the first $-

0.75 basis points on the next $-

0.50 basis points on the balance

Services Included in Annual Basis Point Fee

Telephone Calls

Voice Response Calls

Manual Shareholder Transaction & Correspondence

Omnibus Account Transaction

Daily Valuation/Manual 401k Trade

Report Source – Client on-line access to fund and investor data. Includes set up and 2 user Ids.

NSCC System Interface

Short-Term Trader Reporting – Software application used to track and/or assess transaction fees that are determined to be short-term trades.

Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.

12b-1 Aging – Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor statements, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings, electronic document archiving.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Digital Investor shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, CUSIP setup, CTI reporting, sales reporting & Rule 22c-2 reporting (MARS), electronic statements (Informa), , EConnect Delivery, Shareholder Call review analysis, statement support, Mutual Fund Profile II services, dealer/fund merger events, NAV reprocessing, voluntary state withholdings and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

* Subject to annual CPI increase following 18-month period or $100 million threshold being reached – All Urban Consumers – U.S. City Average.

Fees are calculated pro rata and billed monthly.

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The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed.

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Exhibit C to the

Trust for Professional Managers Transfer Agent Servicing Agreement

Transfer Agent & Shareholder Services - Additional Services 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

$- per qualified plan account or Xxxxxxxxx ESA account (Cap at $30.00 per SSN)

$- per transfer to successor trustee

$- per participant distribution (Excluding SWPs)

$- per refund of excess contribution

$- per reconversion/recharacterization

Additional Shareholder Paid Fees

$- per outgoing wire transfer or overnight delivery

$- per telephone exchange

$- per return check or ACH or stop payment

$- per statement year requested per account (This fee applies to research requests for statements older than the prior year)

CUSIP Setup

CUSIP Setup beyond the initial CUSIP – $- per CUSIP

Expedited CUSIP Setup – $- per CUSIP (Less than 35 days)

Fund Characteristic Change

Fund Name Change – $- per fund/ per change

Fund CUSIP Change – $- per fund/ per change

Digital Investor

Shareholder account access through the internet. Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. Digital Investor includes user interface which caters to a full range of connected devices, including tablets and smart phones. The standard implementation comes with advanced authentication, eCommerce inspired workflows, and a base package of transaction and maintenance functionality.

Digital Investor

−Implementation – $- per fund group

−Annual Base Fee – $- per year

Optional features with additional implementation fees and ongoing fees are available. A full feature list and quote is available upon request.

Activity (Session) Fees:

−Inquiry – $- per event

−Login Challenge – $- per event

−Account Maintenance – $- per event

−Transaction – financial transactions, duplicate statement requests, etc. – $- per event

−New Account Set-up – $- per event

−Bank Verification Attempt – $- per event

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 – $- per year

Per Record Charge

-Rep/Branch/ID – $.-

-Dealer – $-

Price Files – $- per record or $- per user per month, whichever is less

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Transfer Agent & Shareholder Services - Additional Services Fee Schedule (Continued)

Vision Electronic Statement Services

Online account access for broker/dealers, financial planners, and RIAs.

    Account inquiry

-    Inquiry - $- per event

-    Vision ID - $- per month per ID

    Transaction Processing*

-     Implementation Fee - $- per Management Company

-    Transaction – purchase, redeem, and exchange - $- per event

-    Monthly Minimum Charge - $500 per month

    Electronic Statements*

-    Implementation- $- per fund group

-    Load charges-$- per image

-    Archive charge (for any image stored beyond 2 years)-$0.015 per document

*Vision ID and event charges also apply.

Electronic Correspondence

Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.

$- per Email

Client Web Data Access

U.S. Bank client on-line access to fund and investor data through U.S. Bank technology applications and data delivery and security software. 

STAT – Statement and Tax Form Storage & Retrieval

-Setup: $- per user

-Support: $- per user per month

ReportSource – Report and Data File Storage & Retrieval

-Setup: Included in initial fund setup on Transfer Agent system

-$-per user per month

Additional Data Delivery Services

Ad Hoc/PowerSelect File Development

-Standard ad-hoc select: $- per file

-Custom coded data for recurring, scheduled delivery: $- per hour consultation and programming development

-Support: $-per file per month for recurring files/reports scheduled for delivery via Report Source.

-Recurring files scheduled for delivery via Report Source.

Custom Electronic File Exchange (MFS delivery of standard TIP files)

-Setup: $- one-time fee

-Support: $- per file per month

File Delivery to Alternate Sales Reporting Provider

-Setup: $one-time fee

-Maintenance Fee: $ per file per month

Chat Services

Implementation Fee – $-

Monthly Fee – $- per month

Per Chat Fee – $-per chat or $- per minute of chat

Outbound Calling & Marketing Campaigns

Cost based on project requirements including hours, data sourcing and reporting.

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Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)

Electronic Form Delivery and Signature Capture

Implementation fee – $- (includes 15 forms)

Additional setup fee – $- for each additional form and email template

Form and fund logo modifications – $- per form, $-per updated Fund Logo

Monthly minimum fee – $- per month

Per electronic envelope Fee – $-

Recordkeeping Application Access

Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers

-$- implementation

-$- per month

Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers

-Cost varies depending upon location and bandwidth

TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.

-$- implementation

-$- per ID per month

TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.

-$- implementation

-$- per ID per month

TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.

-$- implementation

-$- per ID per month

Automated Work Distributor (AWD) – Image and workflow application.

-$- implementation

-$4per ID per month

Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.

-$- implementation

-$- per ID per month

PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.

-$- per month

Programming Services

$- per hour (subject to change)

Charges incurred for customized services based upon fund family requirements including but not limited to:

-Fund setup programming (transfer agent system, statements, options, etc.)

-Customized service development

-Voice response system setup (menu selections, shareholder system integration, testing, etc.)

-All other client specific customization and/or development services

Cost Basis Reporting

Annual reporting of shareholder cost basis for non-fiduciary direct accounts.

$- per direct open account per year

Email Services

Services to capture, queue, monitor, service and archive shareholder email correspondence:

$- setup per fund group

$- per month administration

$- per received email correspondence

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Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)

Dealer Reclaim Services

Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.

$- per fund group per month

CTI Reporting

Integrated custom detailed call reporting – $- per monthly report

Literature Fulfillment Services

Account Management/Database Administration

-$- per month

-Receiving – $-per SKU

-Order Processing – $- per order

-Skid Storage – $- per month per location

-Disposal – $- per SKU

Inbound Teleservicing Only

-Account Management – $- per month (OR)

-Call Servicing – $- per call

Lead Source Reporting

-$- per month

Closed Loop Reporting

-Account Management – $-- per month

-Database Installation, Setup – $- per fund group

Miscellaneous Expenses

-Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.

Shareholder Call Review Analysis

Includes Call Sampling sent securely to client and Reporting of internal representative reviews.

$- per Month

Mutual Fund Profile II Services

Initial data review and population as well as ongoing support of information on DTCC’s Mutual Fund Profile II site

Initial data population: $- for less than 25 CUSIPS / $- for 25 CUSIPS or more

Monthly maintenance: $- per management company

Additional project fees may apply for events such as fund acquisitions, multiple fund/share class launches, share class charges and other large processing events outside of normal fund activity to be billed at rate of $-

Dealer Survey Completion

Dealer fund survey requests – $- per hour for completion and quality validation

Fund Event* Services

Programming & File Delivery – $-

Project Management/Analysis – $-

Account Data Retention – $-account/month until purged*

CUSIP Data Retention – $-/CUSIP/month until purged*

*Fund Event are defined as Fund Liquidations, De-conversions, Mergers, Fully History Conversions (Manual and Systematic) and Non Taxable Reorganizations (into U.S. Bank or out to another Transfer Agent)*FINCEN regulations require account retention for 12 months following closing. Data is purged the first July after retention requirements have been fulfilled.

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Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)

MARS Sales Reporting & Compliance Services

Standard MARS Version 8i Implementation Cost

$ – $- MARS Sales Reporting Module, CRM Module or 22c-2 Compliance Module (Includes up to one year of DST/TA2000 data)

Standard MARS Version 8i Products & Services (Monthly fees)

$ – $- MARS Sales & Compliance Reporting (Includes 5 Sales & 5 Compliance Users)

$– $- MARS Sales Reporting (Includes 5 Sales Users)

$-– $- MARS 22c-2 Compliance (Includes 5 Compliance Users)

$- – $- Enhanced Services*

Includes up to 160 hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests, compliance report monitoring/review/analysis, and business requirement analysis. Additional Enhanced Services support can be negotiated.

Standard Version 8i System Setup & Implementation Costs (One-time fee)

$– XxxxxXxxxx.xxx Integration

$– Custom Data Interface

$– OmniSERV Setup

$– Standard Interface

$– Additional OmniSERV Interface

Standard Version 8i Licenses (Monthly Fee Per User)

$– Sales Reporting

$– 22c-2 Compliance

$– CRM

$– SFDC

Standard Version 8i Products & Services (Monthly Fee)

$– OmniSERV

$– Daily Transaction Load from Sales Portal

$– Monthly Asset Load from Sales Portal

$ – XxxxxXxxxx.xxx

Additional Version 8i Products & Services (Quoted Separately)

Albridge Analytics, CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Xxxxxxx Xxxxx (Compliance Only), NSCC DTT Data Line, Profiling, and RIA Monthly Load.

MARS Lite Implementation Cost – Eligibility Based on AUM and Transaction Size

$20,000 – MARS Lite Base Sales Reporting Only (Includes up to one year of DST/TA2000 data)

MARS Lite Products & Services (Monthly fees based on AUM)

$-     (AUM $0 – $-)

$-     (AUM $-)

$- (AUM $-)

$- (AUM $-)

Once an AUM of $- has been reached, additional fees will be negotiated. After an AUM range is surpassed, the monthly services fee would not decrease regardless of negative fluctuations.

Includes Enhanced Services up to 160 hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests and business requirements analysis.

Base includes initial three dealer interfaces. Each additional interface is $- per month.

Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $- per month.

No CRM real-time integration. No system access.

Additional MARS Lite System Setup & Implementation Costs (One-time fee)

$- Custom Data Interface

$- Standard Interface

$- OmniSERV Interface

Any System Upgrades & Enhancements (Quoted separately through a Statement of Work)

MARS Training

$- /day plus travel and out-of-pocket expenses.

** Any additional costs that may be charged by intermediaries/NSCC for data fees are not included.

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Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)

Informa Shareholder Electronic Statement Services

Electronic Confirm Presentation

eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.

Document Loading, Storage, and Access – $- per statement

Document Consent Processing, Suppression, and Notification – $- per suppressed statement

Development & Implementation of Electronic Confirm Statements – $- initial setup fee

Electronic Investor Statement Presentation

eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.

Document Loading, Storage, and Access – $- per statement

Document Consent Processing, Suppression, and Notification – $- per suppressed statement

Development & Implementation of Electronic Investor Statements – $- initial setup fee

Electronic Tax Presentation

eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.

Document Loading, Storage, and Access – $- per statement

Document Consent Processing, Suppression, and Notification – $- per suppressed statement

Development & Implementation of Electronic Tax Statements – $- initial setup fee

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

Document Consent Processing, Suppression, and Notification – $- per suppressed statement

Development & Implementation of Electronic Compliance Documents – $- initial setup fee

Related Digital Investor Fees

View Consent Enrollment – $- per transaction

Consent Enrollment – $- per transaction

View Statements – $- per view

Notes:

Statements presented as PDF documents

Statements will be loaded for all accounts, regardless of consent

Three year minimum term

Storage for two years included in Document Loading, Storage and Access fee. Archive fee of $- per document per year for three years and greater, if desired

Digital Investor customization charges apply

Advisor’s signature below acknowledges approval of the Transfer Agent Services fees on this Exhibit.

By: Terra Firma Asset Management LLC

Name: /s/ Xxx Xxxxx

Title: MANAGING MEMBER

Date: 9-3-20

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