THIRD AMENDMENT TO THE FUND SERVICING AGREEMENT

THIRD AMENDMENT TO THE

THIS THIRD AMENDMENT, dated as of the last date on the signature block, to the Fund Servicing Agreement dated as of September 9, 2020 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

RECITALS

WHEREAS, the Trust and Fund Services (the “Parties”) have entered into the Agreement; and

WHEREAS, the Parties desire to amend the Agreement to update the Appendix to add the Xxxxx & Power Growth Fund, Xxxxx & Power Balanced Fund and Xxxxx & Power Small Cap Fund, each a new series of the Trust, to the Agreement and to add the corresponding fee schedules applicable to the Xxxxx & Power Growth Fund, Xxxxx & Power Balanced Fund and Xxxxx & Power Small Cap Fund as amended Exhibit A to the Agreement; and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both Parties and authorized or approved by the Board of Trustees of the Trust.

NOW, THEREFORE, the Parties agree as follows:

1.The Appendix of the Agreement is hereby superseded and replaced in its entirety with the Amended Appendix attached hereto.

2.Exhibit A of the Agreement is hereby superseded and replaced in its entirety with the amended Exhibit A with Fee Schedule I and II attached hereto.

This Third Amendment will become effective upon the commencement of operations of the Xxxxx & Power Growth Fund, Xxxxx & Power Balanced Fund and Xxxxx & Power Small Cap Fund. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Third 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: March 30, 2022						Date: 3/31/2022

Amended Appendix


Name of Fund			Corresponding Exhibit #
Xxxxx & Power Minnesota Municipal Bond ETF Xxxxx & Power Growth Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund			Exhibit A
CrossingBridge Pre-Merger SPAC ETF			Exhibit B
Convergence Long/Short Equity ETF			Exhibit C

Fee Schedule I for the following Fund:


Xxxxx & Power Minnesota Municipal Bond ETF

Fund Start-up & Registration Services Project Fee Schedule at August 2020

Regulatory Administration Service Proposal – In support of external legal counsel

(Subject to services provided; if applicable)

$[...] per project – one fund

$[...] per project – two funds

$[...] per project – three funds

$[...] per project – four funds

Negotiated Fee – five funds and above

Additional fee of $[...] per sub-adviser for 2 or more sub-advisers

Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by adviser. Additional reviews by Trust counsel for extraordinary circumstances are billed at cost.

Additional Regulatory Administration Services

•Subsequent new fund launch – $[...] per fund or as negotiated

•Drafting SEC exemptive order application for requested relief – Negotiated fee

Ongoing Annual Regulatory Administration Services

Add the following for regulatory administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:

•$[...] for first three funds in same statutory prospectus

•Fees will be negotiated for fund 4+

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

•Postage, if necessary

•Federal and state regulatory filing fees

•Expenses from Board of Trustee meetings

•Third party auditing

•XXXXX/XBRL filing

•All other Miscellaneous expenses

Fund startup and registration services project fee is paid for by the advisor and not the Fund(s). This fee is not able to be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC filings.

Base Fee for Accounting, Administration, Transfer Agent & Account Services

The following reflects the greater of the basis point fee or annual minimum1 where Xxxxx and Power (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.

Annual Minimum per Fund2 Basis Points on Trust AUM2

Funds 1-5 $[...] First $[...] [...] bps

Funds 6-10 $[...] Next $[...] [...] bps

Funds 11+ $[...] Next $[...] [...] bps

Balance [...] bp

See APPENDIX A for Services and Associated Fees in addition to the Base Fee

See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2019 and terminated the relationship on June 30, 2020, Adviser would owe U.S. Bank up to 50% of $[...] ($[...] admin/acct/ta + $[...] Custody).

Additional services not included above shall be mutually agreed upon at the time of the service being added. 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).

2 Subject to annual CPI increase – All Urban Consumers – U.S. City Average.

Fees are calculated pro rata and billed monthly

APPENDIX A

Accounting, Administration, Transfer Agent (in addition to the Base Fee)

Pricing Services

For daily pricing of each securities (estimated 252 pricing days annually)

•$[...] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps

•$[...] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds

•$[...] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield

•$[...] – Interest Rate Swaps, Foreign Currency Swaps

•$[...] – Bank Loans

•$[...] – Swaptions, Intraday money market funds pricing, up to 3 times per day

•$[...] – Credit Default Swaps

•$[...] per Month Manual Security Pricing (>25 per day)

NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action Services

Fee for IDC data used to monitor corporate actions

•$[...] per Foreign Equity Security per Month

•$[...] per Domestic Equity Security per Month

•$[...] per CMOs, Asset Backed, Mortgage Backed Security per Month

Trust Chief Compliance Officer Annual Fee

•$[...] for the first fund

•$[...] for each additional fund 2-5

•$[...] for each fund over 5 funds

•$[...] per sub-adviser per fund

•Per adviser relationship, and subject to change based upon board review and approval.

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

•$[...] per security per month for fund administrative

SEC Modernization Requirements

•Form N-PORT – $[...] per year, per Fund

•Form N-CEN – $[...] per year, per Fund

Section 15(c) Reporting

§ $2,000 per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report

§ Additional 15c reporting is subject to additional charges

§ Standard data source – Morningstar; additional charges will apply for other data services

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

Fees are calculated pro rata and billed monthly

APPENDIX B

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)

Daily Compliance Services

•Base fee – $[...] per fund per year

•Setup – $[...] per fund group

Section 18 Daily Compliance Testing (for derivatives and leverage)

•$[...] set up fee per fund complex

•$[...] per fund per month

C- Corp Administrative Services

•1940 Act C-Corp – U.S. Bank Fee Schedule plus $[...]

•1933 Act C-Corp – U.S. Bank Fee Schedule plus $[...]

Controlled Foreign Corporation (CFC)

•U.S. Bank Fee Schedule plus $[...]

Optional Tax Services

The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are:

•Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] per year

•Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] per additional estimate

•State tax returns - (First two included in core services) – $[...] per additional return

Fees are calculated pro rata and billed monthly

Advisor’s signature not needed, because the fees are not changing from the Custody Agreement, dated September 9, 2020.

Fee Schedule II for the following Funds:

Xxxxx & Power Growth Fund

Xxxxx & Power Balanced Fund

Xxxxx & Power Small Cap Fund

Fund Start-up & Registration Services Project Fee Schedule as of January 2022

Regulatory Administration Service Proposal - In support of external legal counsel

$[...] - one fund, per project

$[...] - two funds, per project

$[...] - three funds, per project

Negotiated Fee - four funds and above

(Includes MST external counsel fee, subject to services provided; if applicable)

•$[...] - Additional fee per sub - adviser

•$[...] - Additional fee per drafting multi-manager exemptive application (does not include outside legal costs)

•MST may require up to $[...] in escrow

Additional Regulatory Administration Services

•$[...] - per fund or as negotiated for Subsequent new fund launch

•$[...] - per project for Subsequent new share class launch

•Multi - managed funds - as negotiated based upon specific requirements

•Proxy - as negotiated based upon specific requirements

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/iXBRL filing.

The Fund start-up and registration services project fee is paid for by the adviser and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser under an expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC.

Extraordinary services - negotiated based upon specific requirements

Multi - managed funds, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications.

Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Annual Fee Based Upon Average Net Assets of Xxxxx & Power Funds Complex*

Basis points

[...]%([...] bpts) on the first $[...]

[...]% ([...] bpts) on the next $[...]

[...]% ([...] bpts) on the balance

$[...] per fund - Complex Minimum Annual Fee

•$[...]- Additional fee for each intraday NAV calculations in excess of one strike per day

•$[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor

Services Included in Annual Fee Per Fund

•Advisor Information Source - On-line access to portfolio management and compliance information.

•Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting.

•U.S. Bank Regulatory Administration (e.g., annual registration statement update)

•Core Tax Services - See Additional Services Fee Schedule

•Quarterly Distribution Review

•Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes

All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.

Data Services

Pricing Services

•$[...] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

•$[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

•$[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds

•$[...] - Bank Loans

•$[...] - Intraday money market funds pricing, up to 3 times per day

•$[...] per Month Manual Security Pricing (>25per day)

•Derivative Instruments are generally charged at the following rates:

•$[...] - Interest Rate Swaps, Foreign Currency Swaps

•$[...] - Swaptions

•$[...] - Credit Default Swaps

Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees.

Corporate Actions and Factor Services

•$[...] - per Foreign Equity Security per Month

•$[...] - per Domestic Equity Security per Month

•$[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for each security)

•$[...] - per security per month for fund administrative data

SEC Modernization Requirements

•$[...] - per year, per Fund, Form N-PORT

•$[...] - per year, per Fund, Form N-CEN

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional regulatory administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, 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 - 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). Inclusive of cumulative CPI adjustments under the Xxxxx & Power Funds Trust’s Amended and Restated Agreements dated March 5, 2020 (Fund Accounting and Fund Administration agreements)

Fees are calculated pro rata and billed monthly.

Fund Administration & Portfolio Compliance (Additional Services Fee Schedule)

Section 15(c) Reporting

•Additional 15(c) reporting is subject to additional charges

•Standard data source - Morningstar; additional charges will apply for other data services

•$[...] - per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

Performance reporting package: Peer Comparison Report

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Transfer Agent, Shareholder & Account Services Fee Schedule

Annual Service Charges to the Fund*

$[...] Minimum Fee per No-Load CUSIP (Growth and Small Cap Funds)

$[...] Minimum per No-Load CUSIP (Balanced Fund)

$[...] per Open No-Load Account

$[...] per Open Load Account

$[...] per Open No-Load Level 3 Account

$[...] per Open Load Xxxxx 0 Account

$[...] per Closed Account

Annual Basis Point Fee per Fund Complex

Basis Points

[...] on the first $[...]

[...] on the next $[...]

[...] on the balance

Services Included in Annual Minimum Fee

•Manual Shareholder Transaction & Correspondence

•Omnibus Account Transaction

Services Not Included in Annual Minimum or Basis Point Fee

•$[...] /Call - Telephone Calls

•$[...] /item - Lost Shareholder Search

•$[...] /account/year - Cost Basis

•$[...] /call - Voice Response Calls

•$[...] / Power Select

•$[...] /CUSIP/month - NSCC System Interface

•$[...] /trade - Daily Valuation/Manual 401k Trade

•$[...] /new domestic accounts and $[...] /new foreign account, $[...] /shareholder verification - AML New Account Service

•$[...] annual AML Base Fee

•Disaster Recover - $[...] /account annually

•ACH/EFT Shareholder Services

•$[...] /month/fund group

•$[...] /ACH item, setup, change

•$[...] /correction, reversal

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

•90 days or less - $[...] /open account/year

•91-180 days - $[...] /open account/year

•181-270 days - $[...] /open account/year

•271 days – 1 year - $[...] /open account/year

•1 year – 2 years - $[...] /open account/year

•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, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, CUSIP setup, CTI reporting, sales reporting & Rule 22c-2 reporting (MARS), electronic statements (Informa), EConnect Delivery, Shareholder Call review analysis, statement support, dealer/fund merger events, NAV reprocessing, voluntary state withholdings and additional services mutually agreed upon.

Fees are calculated pro rata and billed monthly.

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.

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 (cap at $[...] /request) (For requested items of the second calendar year (or previous) to the request).

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.

•Implementation (Waived)

•Three year minimum term

▪Annual Fee - $[...]

•$[...] Standard Site

•$[...] Systematic Purchases (Add/Change/Delete)

•$[...] Systematic Redemptions (Add/Change/Delete)

•$[...] Systematic Exchanges (Add/Change/Delete)

•$[...] Telephone Number (Add/Change)

•$[...] Secure Box

•$[...] Enhanced Insights and Marketing

•$[...] Cancel Pending Trades

•$[...] Informational Messages All Access Pages

•$[...] Broadcast Messages (post-auth)

•$[...] New Account Setup & Bank Verify

▪Activity Fees:

•$[...] per event, per login

•$[...] per event, Login Challenge (email or SMS Text)

•$[...] per event, Inquiry

•$[...] per event, Account Maintenance

•$[...] per event, Transaction - financial transactions, duplicate statements requests, etc.

•$[...] per event, New Account Set-up

•[...] per event, Bank Verification Attempt

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

Vision Electronic Statement Services

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

•Account inquiry

•$[...] per event Inquiry

•$[...] per month per ID Vision ID

•Transaction Processing*

•$[...] per Management Company Implementation Fee

•$[...] per event Transaction - purchase, redeem, and exchange

•$[...] per month Monthly Minimum Charge

▪Electronic Statements*

•$[...] per fund group Implementation

•$[...] per image Load charges

•$[...] per document Archive charge (for any image stored beyond 2 years)

*Vision ID and event charges also apply.

•Threatmetrix Services: MFA Annual Product Fee

•$[...] Monthly, $[...] Annually - Below 1,000 IDs

•$[...] Monthly, $[...] Annually - 1000-3450 IDs

•$[...] Monthly, $[...] Annually - 3451 IDs and above

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

•$[...] per user Setup

•$[...] per user per month Support

Additional Data Delivery Services

•Ad Hoc/Power Select File Development

•$[...] per file Standard ad-hoc select

•$[...] per hour consultation and programming development for Custom coded data for recurring, scheduled delivery

•$[...] per file per month for recurring files/reports scheduled for delivery via Report Source - Support Charges

•Recurring files scheduled for delivery via Pivot.

•

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

•$[...] one-time fee to Setup

•$[...] per file per month, Support

•

▪File Delivery to Alternate Sales Reporting Provider

•$[...] one-time fee to Setup

•$[...] per file per month Maintenance Fee

Omnichannel Package (Unify Chat, Email, and Virtual Assistant offerings for a seamless online communication package)

$[...] implementation (discount of $[...])

$[...] per month administration (discount of $[...]) Waived

$[...] per minute of chat (discount $[...] per minute) Waived

$[...] per received email correspondence (discount of $[...] per email) Waived

Chat Services

•$[...] Implementation Fee

•$[...] per month Monthly Fee - Waived

•$[...] per minute of chat - Waived

Virtual Assistant

•$[...] Implementation Fee

•$[...] per month administration fee - Waived

Electronic Form Delivery and Signature Capture

•$[...] Implementation fee (includes 15 forms)

•$[...] for each additional form and email template - Additional setup fee

•$[...] per form Update

•$[...] per updated Fund Logo

•$[...] per month, Monthly minimum fee - Waived

•$[...] Per electronic envelope Fee - Waived

Recordkeeping Application Access

•Internet VPM – Infrastructure to allow for application accessibility to host systems and file transfer

•$[...] 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

•$[...] per ID per month

•

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

•$[...] Implementation (Waived)

•$[...] per ID per month for five or more IDs

▪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 - Waived

•$[...] per received email correspondence

Literature Fulfillment Services

•Account Management/Database Administration

•$[...] per month

•$[...] per SKU - Receiving

•$[...] per order - Order Processing

•$[...] per month per location - Skid Storage

•$[...] per SKU - Disposal

▪Inbound Tele servicing Only

•$[...] per month Account Management (OR)

•$[...] per call, Call Servicing

▪Lead Source Reporting

•$[...] per month

▪Closed Loop Reporting

•$[...] per month, Account Management

•$[...] per fund group, Database Installation, Setup

▪Miscellaneous Expenses

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

Fund Event* Services

1.$[...]/hour, Programming & File Delivery

2.$[...]/hour, Project Management/Analysis

3.$[...]/account/month, Account Data Retention - until purged*

4.$[...]/CUSIP/month, CUSIP Data Retention - until purged*

*Fund Event are defined as Fund Liquidations, De-conversions, Mergers, Full 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.

Informa Shareholder Electronic Statement Services

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.

•$[...] per statement, Document Loading, Storage, and Access

•$[...] per suppressed statement, Document Consent Processing, Suppression, and Notification

•$[...] initial setup fee, Development & Implementation of Electronic Confirm Statements

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.

•$[...] per statement, Document Loading, Storage, and Access

•$[...] per suppressed statement, Document Consent Processing, Suppression, and Notification

•$[...] initial setup fee, Development & Implementation of Electronic Investor Statements

Electronic Tax Presentation

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

•$[...] per statement, Document Loading, Storage, and Access

•$[...] per suppressed statement, Document Consent Processing, Suppression, and Notification

•$[...] initial setup fee, Development & Implementation of Electronic Tax Statements

Electronic Compliance Presentation

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

•$[...] per suppressed statement, Document Consent Processing, Suppression, and Notification

•$[...] initial setup fee, Development & Implementation of Electronic Compliance Documents -

Related Digital Investor Fees

•$[...] per transaction, View Consent Enrollment

•$[...] per transaction, Consent Enrollment

•$[...] per view, View Statements

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

Fund Chief Compliance Officer (CCO) Services Annual Fee Schedule

•$[...] for the first fund (subject to Board approval)

•$[...] for each additional fund 2-5 (subject to change based on Board review and approval)

•$[...] for each fund over 5 funds

•$[...] per sub-adviser per fund (capped at $[...] per sub-adviser over the fund complex)

•$[...] per external distributor

•For more than one fund, fees will be aggregated and allocated equally.

•$[...] - onboarding fee

•Per adviser relationship, and subject to change based upon board review and approval.

* 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).

Fees are calculated pro rata and billed monthly.

Additional Available Services

(These services will not be billed for, unless selected)

Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Transfer In-Kind

•$[...] - per sub-account per year for Tax Free Transfer In-Kind Cost Basis Tracking*

Daily Compliance Services (if required)

•$[...] - per fund per year, Base fee

•$[...] - per fund group setup

Section 18 Compliance Testing

•$[...] - per fund complex set up fee

•$[...] - per fund per month

Equity & Fixed Income Attribution Reporting

•Fees are dependent upon portfolio makeup, services required, and benchmark requirements.

Fees for Special Situations:

•Fee will be accessed.

Rule 2a-5 Reporting (valuation reporting and support):

•$[...] per fund

Customized delivery of data:

•TBD

Optional Tax Services

•$[...] - per year, to prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs)

•$[...] - per additional estimate for Additional Capital Gain Dividend Estimates (First two included in core services)

•$[...] - per additional return, State tax returns (First two included in core services)

Tax Reporting - MLP C-Corporations

Federal Tax Returns

•$[...] - To Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis)

•Prepare Federal and State extensions (If Applicable) - Included in the return fees

•$[...] - per estimate, To Prepare provision estimates

State Tax Returns

•$[...] - per fund, State tax notice consultative support and resolution

•$[...] - per state return, To Prepare state income tax returns for funds and blocker entities

•$[...]- per state return, Sign state income tax returns

•Assist in filing state income tax returns - Included with preparation of returns

Transfer Agent, Shareholder & Account Services Fee Schedule

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.

•$[...] per year, Base Fee Per Management Company - file generation and delivery

▪Per Record Charge

•$[...] Rep/Branch/ID

•$[...] Dealer

▪$[...] per record Price Files or $[...] per user per month, whichever is less

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

Shareholder Call Review Analysis

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

•$[...] per Month

CUSIP Setup

•$[...] per CUSIP - CUSIP Setup beyond the initial CUSIP

•$[...] per CUSIP (Less than 35 days) - Expedited CUSIP Setup

Fund Characteristic Change

•$[...] per fund/ per change - Fund Name Change

•$[...] per fund/ per change - Fund CUSIP Change

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 1 Sale & 1 Compliance Users)

•$[...] MARS Sales Reporting (Includes 1 Sales Users)

•$[...] MARS 22c-2 Compliance (Includes 1 Compliance Users)

Basic support includes file import assistance, database query requests, compliance report monitoring/review/analysis (only with compliance module), and business requirement analysis. Additional Enhanced Services support can be negotiated. Any System Upgrades & Enhancements (quoted separately through a Statement of Work). Base includes initial four dealer interfaces plus DST. Each additional interface requires a setup fee and monthly maintenance fee. Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $[...] per month

Standard MARS System Setup & Implementation Costs

•$[...] - XxxxxXxxxx.xxx Integration

•$[...] - Custom Data Interface

•$[...] - Omni SERV Setup

•$[...] - Standard Interface

•$[...] - Additional Omni SERV Interface

Standard MARS Licenses (Monthly Fee Per User)

•$[...] - Sales Reporting

•$[...] - 22c-2 Compliance

•$[...] - CRM

•$[...] - SFDC

MARS Training (in-person):

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

Data scrubbing/Transaction cleaning (daily cleaning of firm, office and rep information):

Transaction cleaning Fees:

Below fees are based on Monthly Transaction Volume

•0 - 5K $[...] 5K - 7.5K $[...]

•7.5K - 10K $[...] 10K - 15K $[...]

•15K - 20K $[...] 20K - 40K $[...]

•40K - 60K $[...] 60K - 80K $[...]

•80K - 100K $[...] 100K - 120K $[...]

•120K - 140K $[...] 140K - 160K $[...]

•160K - 180K $[...] 180K - 200K $[...]

•200K - 220K $[...] 220K - 240K $[...]

•240K - 260K $[...] 260K - 280K $[...]

•280K - 300K $[...] 300K - 320K $[...]

•320K - 340K $[...] 340K - 360K $[...]

•360K - 380K $[...] 380K - 400K $[...]

•400K - 420K $[...] 420K - 440K $[...]

•440K - 460K $[...] 460K - 480K $[...]

•480K - 500K $[...] 500K - 520K $[...]

•520K - 540K $[...] 540K - 560K $[...]

•560K - 580K $[...] 580K - 600K $[...]

•600K - 620K $[...] 620K - 640K $[...]

•640K - 660K $[...] 660K - 680K $[...]

•680K - 700K $[...] 700K - 720K $[...]

•720K - 740K $[...] 740K - 760K $[...]

•760K - 780K $[...] 780K - 800K $[...]

•800K - 820K $[...] 820K - 840K $[...]

•840K - 860K $[...] 860K - 880K $[...]

•880K - 900K $[...] 900K - 920K $[...]

•920K - 940K $[...] 940K - 960K $[...]

•960K - 980K $[...] 980K - 1M $[...]

Additional Products & Services (Quoted Separately):

CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Xxxxxxx Xxxxx (Compliance Only), Profiling, Market Metrics, Team Buying Units and RIA Monthly Load.

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

•$[...] - MARS Lite Base Sales Reporting Only (Includes up to one year of DST/TA2000 data)

MARS Lite Products & Services (Monthly fees )

•$[...] MARS Sales & Compliance Reporting

•$[...] MARS Sales Reporting Only

•$[...] MARS 22c-2 Compliance Only

Once an AUM of $[...] has been reached client must transition to a Standard MARS environment. Additional fees will be negotiated. After an AUM range is surpassed, the monthly services fee would not decrease regardless of negative fluctuations.

Basic support includes file import assistance, database query requests, compliance report monitoring/review/analysis (only with compliance module), and business requirement analysis. Additional Enhanced Services support can be negotiated. Any System Upgrades & Enhancements (quoted separately through a Statement of Work). Base includes initial two dealer interfaces plus DST. Each additional interface requires a setup fee and monthly maintenance fee. Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $50 per month. No CRM real-time integration. There is no system access with MARS Lite.

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

•$[...] - Custom Data Interface

•$[...] - Additional OmniSERV Setup ($250 Monthly)

•$[...] - Standard DCIO Interface Setup ($250 Monthly)

•$[...] - Standard Interface Setup ($250 Monthly)

Data scrubbing/Transaction cleaning (daily cleaning of firm, office and rep information):

Transaction cleaning Fees:

Below fees are based on Monthly Transaction Volume

•0 - 5K $[...] 5K - 7.5K $[...]

•7.5K - 10K $[...] 10K - 15K $[...]

•15K - 20K $[...] 20K - 40K $[...]

•40K - 60K $[...] 60K - 80K $[...]

•80K - 100K $[...] 100K - 120K $[...]

•120K - 140K $[...] 140K - 160K $[...]

•160K - 180K $[...] 180K - 200K $[...]

•200K - 220K $[...] 220K - 240K $[...]

•240K - 260K $[...] 260K - 280K $[...]

•280K - 300K $[...] 300K - 320K $[...]

•320K - 340K $[...] 340K - 360K $[...]

•360K - 380K $[...] 380K - 400K $[...]

•400K - 420K $[...] 420K - 440K $[...]

•440K - 460K $[...] 460K - 480K $[...]

•480K - 500K $[...] 500K - 520K $[...]

•520K - 540K $[...] 540K - 560K $[...]

•560K - 580K $[...] 580K - 600K $[...]

•600K - 620K $[...] 620K - 640K $[...]

•640K - 660K $[...] 660K - 680K $[...]

•680K - 700K $[...] 700K - 720K $[...]

•720K - 740K $[...] 740K - 760K $[...]

•760K - 780K $[...] 780K - 800K $[...]

•800K - 820K $[...] 820K - 840K $[...]

•840K - 860K $[...] 860K - 880K $[...]

•880K - 900K $[...] 900K - 920K $[...]

•920K - 940K $[...] 940K - 960K $[...]

•960K - 980K $[...] 980K - 1M $[...]

The implementation fee will be charged the month following the signed statement of work. Monthly Billing commences once you are live on the MARS system. A project plan will be put in place to clean all historical transactions once live on the MARS system. This will take several months to complete. The system will need one month of testing and report setup after go-live. This statement of work is valid for 60 days from the date requested. Once signed this agreement is binding for two years. MARS pricing does not include any fees imposed by intermediaries such as OmniServ. To qualify for MARS Lite a fund's AUM must be under one billion dollars. Once a client has reached and AUM of $1 billion in the MARS Lite environment a separate Work Order will be required to transition to a Standard MARS environment. There may be fees associated with this transition.

Advisor’s signature not needed, because Xxxxx & Power, Inc. signed fee schedule proposal, dated August 3, 2021, on January 4, 2022.

Document Metadata

Table of Contents

THIRD AMENDMENT TO THE FUND SERVICING AGREEMENT

Document Metadata