AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 1st day of May, 2012, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended (the “Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”) on behalf of its separate series, the Osterweis 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 parties desire to amend the series of the Trust to add a Fund; and
WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit I of the Agreement is hereby superseded and replaced with Amended Exhibit I attached hereto.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 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
PROFESSIONAL MANAGED PORTFOLIOS
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxx X. Xxxxxxx
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By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxx X. Xxxxxxx
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Name: Xxxxxxx X. XxXxx
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Title: President
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Title: Executive Vice President
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5/1/12
Amended Exhibit I to the PMP Fund Administration Servicing Agreement
Osterweis Funds
Name of Series
Osterweis Fund
Osterweis Strategic Income Fund
Osterweis Strategic Investment Fund
Osterweis Institutional Equity Fund
FUND ADMINISTRATION
ANNUAL FEE SCHEDULE at 4/1/10
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Domestic Funds
Annual fee based upon assets for the complex (domestic funds only aggregated)*
[ ] basis points on the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the next $[ ] billion
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund
International Funds
Annual fee based upon assets per fund*
[ ] basis points on the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund
Multiple Classes
Additional $[ ] per year per class
Fees are billed monthly
* Subject to CPI increase.
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Advisor Information Source Web Portal
· $[ ] /fund/month (waived)
· $[ ] /fund/month for clients using an external administration service
· $[ ] /hour custom development – quoted based upon client requirements
Extraordinary Services
Quoted separately based upon requirements
Includes monthly fund performance reporting. Daily performance reporting additional.
Plus out-of-pocket expenses, including but not limited to:
Postage, Stationery
Programming, Special Reports
Daily Compliance Testing Systems Expense
Proxies, Insurance
XXXXX filing
Retention of records
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from board of directors meetings
SEC 15c Reporting
Auditing and legal expenses
Blue Sky conversion expenses (if necessary)
All other out-of-pocket expenses
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Advisor’s Signature not required as the fees are not being changed.
5/1/12
Amended Exhibit I (continued) to the
Multiple Series Trust - CHIEF COMPLIANCE OFFICER SERVICES
FEE SCHEDULE at February, 2011
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Chief Compliance Officer Services
U.S. Bancorp provides the Chief Compliance Officer (CCO) for each fund serviced within the Multiple Series Trust.
Compliance functions performed by USBFS provided CCO include, but are not limited to:
• Designation as the Trust’s Chief Compliance Officer
• Periodic and Annual Reporting to MST Fund Board
• Board Meeting Presentation and Board Support
• MST Fund Board Liaison For All Compliance Matters
• Daily Resource to Advisor CCO and Fund Board
• Review of Advisor Compliance Policies, Procedures and Controls
• Review of USBFS/USB Critical Procedures & Compliance Controls
• Due Diligence Review of Advisor and USBFS Service Facilities
• Testing, Documentation and Reporting of Advisor and USBFS/USB Compliance Policies, Procedures and Controls
Compliance functions performed by USBFS Risk Management Team include, but are not limited to:
• Quarterly USBFS Certification to Trust CCO
• Business Line Functions Supported
• Fund Administration and Compliance
• Transfer Agent and Shareholder Services
• Fund Accounting
• Custody Services
• Distribution Services
• CCO Portal – Web On-line Access to Fund CCO Documents
• Periodic CCO Conference Calls
• Dissemination of Industry/Regulatory Information
• Client & Business Line Compliance Education & Training
Chief Compliance Officer (CCO)*
· $[ ] for current 3-fund complex; future charges as set by PMP Board
· $[ ] per year per load fund or international fund
· $[ ] per year per sub-advisor per fund (in addition to Fund CCO fee)
Plus Out-Of-Pocket Expenses – including but not limited to CCO team travel related costs to perform due diligence reviews at Advisor or sub-advisor facilities
Fees are billed monthly.
*Subject to annual CPI increase, Milwaukee MSA.
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Advisor’s signature not required as the fees are not being changed.
5/1/12