SECOND AMENDMENT TO THE

CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of March 25, 2013, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended, February 4, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Convergence Core Plus 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

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:

Amended Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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 Second 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/ John Buckel	By:  /s/ Michael R. McVoy
Printed Name: John Buckel	Printed Name: Michael R. McVoy
Title: Chairman	Title: Senior Vice President

Amended Exhibit D to the

Custody Agreement – Trust for Professional Managers

Multiple Series Trust

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at March, 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

$____per book entry DTC transaction/Federal Reserve transaction/U.S. Bank repo agreement transaction

$____per principal paydown

$____per short sale

$____per option/future contract written, exercised or expired

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

$____per physical transaction

$____per 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 2.

Out-Of-Pocket Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, and extraordinary expenses based upon complexity.

Fees are billed monthly.

*Subject to annual CPI increase, Milwaukee MSA.

Advisor’s signature below acknowledges approval of the fee schedule on this Amended Exhibit D

CONVERGENCE INVESTMENT PARTNERS, LLC

By:________________________________

Printed Name and Title: ________________________________________

Date:________________

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