FIRST AMENDMENT TO THE CUSTODY AGREEMENT

FIRST AMENDMENT TO THE

CUSTODY AGREEMENT

THIS FIRST AMENDMENT dated as of August 10, 2010, to the Custody Agreement, originally made and entered into as of April 26, 2006 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Snow Capital Opportunity Fund (the "Fund") 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 fees of the Agreement and to add additional series; and

WHEREAS, Article 14.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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 First 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	U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx	By: /s/ Xxxxxxx X. XxXxx
Printed Name: Xxxxxx Xxxxxxxxx	Printed Name: Xxxxxxx X. XxXxx
Title:  Chairman	Title: Vice President

Amended Exhibit C

to the

Amended and Restated Custody Agreement – Trust for Professional Managers

Fund Names

Name of Series

Snow Capital Opportunity Fund

Snow Capital All Cap Value Fund

Snow Capital Small Cap Value Fund

Snow Capital Focused Value Fund

Snow Capital Hedged Equity Fund

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Amended Exhibit D to the

Custody Agreement – Trust for Professional Managers

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE effective September 30, 2010

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 ___.

Out-Of-Pocket 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

SNOW CAPITAL MANAGEMENT, L.P.

By:  /s/ Xxxx Xxxxx                                                             

Printed Name and Title:  Xxxx Xxxxx, COO                     

Date:  11/1/10                                                                       

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Amended Exhibit D (continued) to the Custody Agreement

Trust for Professional Managers

GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE effective September 30, 2010
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.

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Base Fee - A monthly base charge of $1,500 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:

§   3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $50.

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.

Out of Pocket 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 out-of-pocket 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.

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