Common use of Chief Compliance Officer Annual Fees Clause in Contracts

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s Securities, Inc. Name: /s/ Xxxxx X. Xxxxxx Title: Head of Research and Portfolio Strategy Date: 11/2/2016 Amended Exhibit B (continued) to the Fund Administration Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1, 2013

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Out-Of-Pocket Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fundMSA. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s SecuritiesGerstein, Xxxxxx & Associates, Inc. Name: /s/ Xxxxx X. Xxxxxx Fisher____________________________ Title: Head of Research and Portfolio Strategy _President_______________________________ Date: 11/2/2016 __3/2/15_________________________ Amended Exhibit B (continued) to the Fund Administration Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1, 2013

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX EXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are Services added after the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upondate of this amendment will be at the then current standard USBFS fee schedule rates. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ 64,000 for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s Securities, Inc. Name: /s/ Xxxxx X. Gxxxx Xxxxxx Title: Head of Research and Portfolio Strategy _____________________________________ Date: 11/2/2016 10/19/17 Gerstein Fxxxxx - 10/2017 Amended Exhibit B (continued) to the Fund Administration Accounting Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO ACCOUNTING SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March October 1, 20132017 Out-Of-Pocket Expenses § Pricing Services − $___ Domestic and Canadian Equities/Options − $___ Corp/Gov/Agency Bonds/International Equities/Futures − $___ CMOs/Municipal Bonds/Money Market Instruments/International Bonds − $___ /Fund per Day - Bank Loans − $___ /Fund per Day - Credit Default Swaps − $___ /Fund per Day - Basic Interest Rate Swaps − $___ /Fund per Month - Mutual Fund Pricing − $___ /Foreign Equity Security per Month for Corporate Action Service − $___ /Month Manual Security Pricing (>10/day) § Factor Services (BondBuyer) − $___ /CMO/Month − $___ /Mortgage Backed/Month − $___ /Month Minimum/Fund Group § Fair Value Services (FT Interactive) − $___ on the First 100 Securities/Day − $___ on the Balance of Securities/Day NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary. Gerstein Fxxxxx - 10/2017

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Out-Of-Pocket Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s SecuritiesGerstein, Xxxxxx & Associates, Inc. Name: /s/ Xxxxx X. Xxxxxx Fisher____________________________ Title: Head of Research and Portfolio Strategy _President________________________________ Date: 11/2/2016 _12/7/15______________________ Amended Exhibit B (continued) to the Fund Administration Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1, 2013

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $$ ____ distributor fee (if using an external distributor) Miscellaneous Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX EXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx Cxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USAMSA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s Securities, Inc. Name: /s/ Xxxxx Gxxxx X. Xxxxxx Title: Head of Research and Portfolio Strategy Date: 11/2/2016 Amended Exhibit B (continued) to the Fund Administration Accounting Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO ACCOUNTING SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1, 20132013 Miscellaneous Expenses § Pricing Services − $____ Domestic and Canadian Equities/Options − $____ Corp/Gov/Agency Bonds/International Equities/Futures − $____ CMOs/Municipal Bonds/Money Market Instruments/International Bonds − $____ /Fund per Day - Bank Loans − $____ /Fund per Day - Credit Default Swaps − $____ /Fund per Day - Basic Interest Rate Swaps − $____ /Fund per Month - Mutual Fund Pricing − $____ /Foreign Equity Security per Month for Corporate Action Service − $____ /Month Manual Security Pricing (>10/day) § Factor Services (BondBuyer) − $____ /CMO/Month − $____ /Mortgage Backed/Month − $____ /Month Minimum/Fund Group § Fair Value Services (FT Interactive) − $____ on the First 100 Securities/Day − $____ on the Balance of Securities/Day NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary.

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Out-Of-Pocket Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fundMSA. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s SecuritiesGerstein, Xxxxxx & Associates, Inc. Name: /s/ Xxxxx X. Xxxxxx Fisher______________ Title: Head of Research and Portfolio Strategy __President___________________________ Date: 11/2/2016 __3/2/15_________________________ Amended Exhibit B (continued) to the Fund Administration Accounting Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO ACCOUNTING SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1Xxxxx 0, 20130000 Xxx-Xx-Xxxxxx Expenses § Pricing Services − $____ Domestic and Canadian Equities/Options − $____ Corp/Gov/Agency Bonds/International Equities/Futures − $____ CMOs/Municipal Bonds/Money Market Instruments/International Bonds − $____ /Fund per Day - Bank Loans − $____ /Fund per Day - Credit Default Swaps − $____ /Fund per Day - Basic Interest Rate Swaps − $____ /Fund per Month - Mutual Fund Pricing − $____ /Foreign Equity Security per Month for Corporate Action Service − $____ /Month Manual Security Pricing (>10/day) § Factor Services (BondBuyer) − $____ /CMO/Month − $____ /Mortgage Backed/Month − $____ /Month Minimum/Fund Group § Fair Value Services (FT Interactive) − $____ on the First 100 Securities/Day − $____ on the Balance of Securities/Day NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary.

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Out-Of-Pocket Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX EXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are the following services – Daily compliance testing (Xxxxxxx Cxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USAMSA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s SecuritiesGerstein, Fxxxxx & Associates, Inc. Name: /s/ Xxxxx X. Gxxxx Xxxxxx President_________ Title: Head of Research and Portfolio Strategy /s/ Gxxxx X. Fisher_____________________ Date: 11/2/2016 __12/7/15_________________________ Amended Exhibit B (continued) to the Fund Administration Accounting Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO ACCOUNTING SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March 1Mxxxx 0, 20130000 Xxx-Xx-Xxxxxx Expenses § Pricing Services − $____ Domestic and Canadian Equities/Options − $____ Corp/Gov/Agency Bonds/International Equities/Futures − $____ CMOs/Municipal Bonds/Money Market Instruments/International Bonds − $____ /Fund per Day - Bank Loans − $____ /Fund per Day - Credit Default Swaps − $____ /Fund per Day - Basic Interest Rate Swaps − $____ /Fund per Month - Mutual Fund Pricing − $____ /Foreign Equity Security per Month for Corporate Action Service − $____ /Month Manual Security Pricing (>10/day) § Factor Services (BondBuyer) − $____ /CMO/Month − $____ /Mortgage Backed/Month − $____ /Month Minimum/Fund Group § Fair Value Services (FT Interactive) − $____ on the First 100 Securities/Day − $____ on the Balance of Securities/Day NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary.

Chief Compliance Officer Annual Fees. $____ per fund (subject to change based on Board review and approval) § $____ distributor fee (if using an external distributor) Miscellaneous Expenses Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, XXXXX EXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities. Additional Services Available but not included above are Services added after the following services – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upondate of this amendment will be at the then current standard USBFS fee schedule rates. Additional Fund Legal Services § Subsequent new fund launch - $____ per fund § Subsequent new share class launch - $____ per project *Subject to annual CPI increase, Milwaukee USA. **The Fund Complex minimum annual fee will increase by $____ for each additional fund and will decrease by $____ for each liquidated fund. Fees are billed monthly. Advisor’s signature below acknowledges approval of the fee schedules on this Amended Exhibit B. By: People’s Securities, Inc. Name: /s/ Xxxxx X. Xxxxxx Gxxxx Fisher______________________ Title: Head of Research and Portfolio Strategy ___________________________________ Date: 11/2/2016 10/19/17 Gerstein Fxxxxx - 10/2017 Amended Exhibit B (continued) to the Fund Administration Servicing Agreement – Trust for Professional Managers FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES SUPPLEMENTAL SERVICES FEE SCHEDULE at March October 1, 20132017 Multiple Classes Add the following for each class beyond the first class: § ___ basis point at each level § $___ /class minimum Additional Legal Services § Subsequent new fund launch – $___ /project § Subsequent new share class launch – $___ /project § Multi-managed funds – as negotiated based upon specific requirements § Proxy – as negotiated based upon specific requirements Daily Pre- and Post-Tax Performance Reporting § Performance Service – $300 /CUSIP per month § Setup – $___ /CUSIP § Conversion – quoted separately § FTP Delivery – $___ setup /FTP site Gerstein Fxxxxx - 10/2017