FOURTH AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS FOURTH AMENDMENT dated as of February 16, 2017, to the Transfer Agent Servicing Agreement, dated as of October 23, 2009, as amended January 24, 2013, October 24, 2013 and October 22, 2015 (the “Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the CONVERGENCE FUNDS (the “Funds”) 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:

Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.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 Fourth 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. BANCORP FUND SERVICES, LLC

By: /s/ John P. Buckel	By: /s/ Michael L. Ceccato
Name: John P. Buckel	Name: Michael L. Ceccato
Title: President	Title: Vice President

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent, Shareholder & Account Services Fee Schedule at January, 2017

Annual Service Charges to the Fund*

Base Fee per CUSIP

$___ per CUSIP

NSCC Level 3 Accounts

$___ per open account

No-Load Fund Accounts

$___ per open account

Load Fund Accounts

$___ per open account

Daily Accrual Fund Accounts

$___ per open account

Closed Accounts

$___ per closed account

Annual Basis Point Fee

___ basis point on the first $___

___ basis points on the next $___

___ 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

Including but not limited to 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 confirms, 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

Available but not included above are the following services - FAN Web 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, short-term trader reporting, excessive trader, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), FundSource, EConnect Delivery, Shareholder Call review analysis, statement support, mutual fund profile II services, dealer/fund merger events, NAV reprocessing and additional services mutually agreed upon.

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

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.

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services Supplemental Services Fee Schedule at

January, 2017

CUSIP Setup

CUSIP Setup beyond the initial CUSIP – $___ per CUSIP

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

FAN Web Responsive Design (includes Mobile Access)

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. This version of FAN Web has a completely redesigned, modern user interface which caters to a full range of connected devices, including tablets and smart phones.

FAN Web Premium (Fund Groups over 50,000 open accounts)

Implementation – $___ per fund group – includes up to 90 hours of technical/BSA support

Annual Base Fee – $___ per year

FAN Web Select (Fund Groups under 50,000 open accounts)

Implementation – $___ per fund group – includes up to 45 hours of technical/BSA support

Annual Base Fee – $___ per year

Customization – $___ per hour – (subject to change at prevailing rates of vendor)

Activity (Session) Fees:

Inquiry – $___ per event

Account Maintenance – $___ per event

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

New Account Set-up – $___ per event (Not available with FAN Web Select)

Strong Authentication:

$___ per month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)

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

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 - $___ per month

§	Electronic Statements*

Implementation- $___ per fund group

Load charges-$___ per image

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

*Vision ID and event charges also apply.

FundSource

Client Access to audited fund information, pricing, performance, literature, processing guidelines.

$___ per Month – Unlimited Users

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

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services Supplemental Services Fee Schedule

(Continued) at January, 2017

Client Web Data Access

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

§	RMOD – Statement 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 (DDS 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

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

$___ per 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 Charges

$___ 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.)

Conversion programming

Customized service development

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

All other client specific customization and/or development services

Outbound Calling & Marketing Campaigns

Cost based on project requirements.

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services Supplemental Services Fee Schedule at

January, 2017

Short-Term Trader

Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee.

§	90 days or less: $___ per open account

§	91-180 days: $___ per open account

§	181-270 days: $___ per open account

§	271 days – 1 year: $___ per open account

§	1 year – 2 years: $___ per open account

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.

§	$___ setup per fund group of 1-5 funds, $___ setup per fund group of over 5 funds

§	$___ per account per year

Transfer Agent Training Services

On-site at USBFS – $___ per day

At Client Location – $___ per day plus travel and Miscellaneous expenses if required

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

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

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

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January, 2017

CTI Reporting

Integrated custom detailed call reporting

$___ per monthly report

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 CUSIP / $___ 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 $___/hour

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 Coverdell ESA account (Cap at $___ 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 research request per account (This fee applies to requests for statements older than the prior year)

Physical Certificate Processing

Services to support the setup and processing of physical certificated shares for a fund family:

$___ setup per fund group

$___ per certificate transaction

Real Time Cash Flow

Implementation (one time charge) & Recurring Charges (monthly)

Up to 5 Users – $___

Over 5 Users – to be provided

Training

WebEx - $___ per user

On Site at USBFS – $___ per day

At Client Location – $___ per day plus travel and Miscellaneous expenses if required

Real Time Data Feeds

Implementation (per feed) – $___ per hour (8 hour estimate)

Recurring (per feed) – $___ per month

Fund Closing/Deconversion Fees

Programming & File Delivery – $___/hour

Project Management/Analysis – $___/hour

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

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

*FINCEN regulations require account retention for 12 months following closing. Data is purged the first July after retention requirements have been fulfilled.

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services Supplemental Services Fee Schedule at

January, 2017

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)

§	$___ – SalesForce.com 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

§	$___ – SalesForce.com

Additional Version 8i Products & Services (Quoted Separately)

Albridge Analytics, CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Merrill Lynch (Compliance Only), NSCC DTT Data Line, Profiling, 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 based on AUM)

$___/month

(AUM $0 – $___)

$___/month

(AUM $___ – $___)

§	$___/month (AUM $___ – $___)

§	$___/month (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.

Amended Exhibit C to the Transfer Agent Servicing Agreement Trust for Professional

Managers – Convergence

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January, 2017

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

Note: Quarterly minimum fee of $___.

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

Note: Annual compliance minimum fee of $___.

Related FAN Web 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 $0.015 per document per year for three years and greater, if desired

FAN Web customization charges also apply

Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit C.

By: Convergence Investment Partners, LLC
Name: /s/ David J. Abitz	Date: 2/20/2017
Title: President