FIRST AMENDMENT TO THE

CUSTODY AGREEMENT

THIS FIRST AMENDMENT dated as of April 28, 2011, to the Custody Agreement, originally made and entered into as of August 10, 2010 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Performance Trust 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 Trust and the Custodian desire to amend the Agreement add an additional series; 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:

Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.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 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/ Joseph Neuberger                                                                                          By: /s/ Michael R. McVoy                                

Printed Name: Joseph Neuberger                                                                             Printed Name: Michael R. McVoy

Title: Chairman                                                                                                            Title: Vice President

Amended Exhibit C

to the

Custody Agreement – Trust for Professional Managers

Name of Series

Performance Trust Total Return Bond Fund

Performance Trust Municipal Bond Fund

2