AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT

AMENDMENT TO THE

PROFESSIONALLY MANAGED PORTFOLIOS

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS AMENDMENT dated as of the __ day of ______, 2017, to the Amended and Restated Custody Agreement, originally made and entered into as of June 22, 2006, and amended and restated as of May 15, 2013 (the "Agreement") is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Congress Funds and U.S. Bank N.A., a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into a Custody Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the Congress Small Cap Growth Fund; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Amended Exhibit K to the Agreement is hereby superseded and replaced with

Amended Exhibit K 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.

PROFESSIONALLY MANAGED	U.S. BANK N.A.
PORTFOLIOS
By:  ______________________________	By:  ________________________________
Name:  Xxxxxx X. Xxxxxxxx	Name: Xxxxxxx X. Xxxxxxx
Title:    President	Title:  Vice President

 

1

Amended Exhibit K

to the

Professionally Managed Portfolios Amended and Restated Custody Agreement

Name of Series

Congress Large Cap Growth Fund

Congress All Cap Opportunity Fund

Congress Mid Cap Growth Fund

Congress Small Cap Growth Fund

Custody Services Fee Schedule at May, 2016

Annual Fee Based Upon Market Value Per Fund*

[  ] basis point on average daily market value of all long securities and cash held in the portfolio

Minimum annual fee per fund - $[  ]

Plus portfolio transaction fees

Portfolio Transaction Fees

§ $[  ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

§ $[  ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

§ $[  ] – Option/SWAPS/future contract written, exercised or expired

§ $[  ] – Mutual fund trade, Fed wire, margin variation Fed wire

§ $[  ] – Physical security transaction

§ $[  ] – Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.

Additional Services

§ Additional fees apply for global servicing.

§ Sub Advised Funds - $[  ] per custody account per year

§ $[  ] – Segregated account per year

§ No charge for the initial conversion free receipt.

§ Overdrafts – charged to the account at prime interest rate plus [  ] unless a line of credit is in place.

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

Fees are calculated pro rata and billed monthly.

2

Amended Exhibit K (continued) to the Professionally Managed Portfolios Amended and Restated Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule at May, 2016

Country	Instrument	Safekeeping (BPS)	Transaction Fee		Country	Instrument	Safekeeping (BPS)	Transaction Fee
Argentina	All	____	$____		Malaysia	All	____	$____
Australia	All	____	$____		Mali	All	____	$____
Austria	All	____	$____		Malta	All	____	$____
Bahrain	All	____	$____		Mauritius	All	____	$____
Bangladesh	All	____	$____		Mexico	All	____	$____
Belgium	All	____	$____		Morocco	All	____	$____
Benin	All	____	$____		Namibia	All	____	$____
Bermuda	All	____	$____		Netherlands	All	____	$____
Botswana	All	____	$____		New Zealand	All	____	$____
Brazil	All	____	$____		Niger	All	____	$____
Bulgaria	All	____	$____		Nigeria	All	____	$____
Burkina Faso	All	____	$____		Norway	All	____	$____
Canada	All	____	$____		Oman	All	____	$____
Cayman Islands*	All	____	$____		Pakistan	All	____	$____
Channel Islands*	All	____	$____		Peru	All	____	$____
Chile	All	____	$____		Philippines	All	____	$____
China	All	____	$____		Poland	All	____	$____
Columbia	All	____	$____		Portugal	All	____	$____
Costa Rica	All	____	$____		Qatar	All	____	$____
Croatia	All	____	$____		Romania	All	____	$____
Cyprus	All	____	$____		Russia	Equities	____	$____
Czech Republic	All	____	$____		Senegal	All	____	$____
Denmark	All	____	$____		Singapore	All	____	$____
Ecuador	All	____	$____		Slovak Republic	All	____	$____
Egypt	All	____	$____		Slovenia	All	____	$____
Estonia	All	____	$____		South Africa	All	____	$____
Euromarkets**	All	____	$____		South Korea	All	____	$____
Finland	All	____	$____		Spain	All	____	$____
France	All	____	$____		Sri Lanka	All	____	$____
Germany	All	____	$____		Swaziland	All	____	$____
Ghana	All	____	$____		Sweden	All	____	$____
Greece	All	____	$____		Switzerland	All	____	$____
Guinea Bissau	All	____	$____		Taiwan	All	____	$____
Hong Kong	All	____	$____		Thailand	All	____	$____
Hungary	All	____	$____		Togo	All	____	$____
Iceland	All	____	$____		Tunisia	All	____	$____
India	All	____	$____		Turkey	All	____	$____
Indonesia	All	____	$____		UAE	All	____	$____
Ireland	All	____	$____		United Kingdom	All	____	$____
Israel	All	____	$____		Ukraine	All	____	$____
Italy	All	____	$____		Uruguay	All	____	$____
Ivory Coast	All	____	$____		Venezuela	All	____	$____
Japan	All	____	$____		Vietnam	All	____	$____
Jordan	All	____	$____		Zambia	All	____	$____
Kazakhstan	All	____	$____		Zimbabwe	All	____	$____
Kenya	All	____	$____
Kuwait	All	____	$____
Latvia	Equities	____	$____
Lebanon	All	____	$____
Lithuania	All	____	$____
Luxembourg	All	____	$____

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

** Tiered by market value: <$_ billion: _ bp, >$_ billion and <$_ billion: _ bps; >$_ billion: _ bps.

** Euromarkets – Non-Eurobonds; Surcharges vary by local market.

*Safekeeping and transaction fees are assessed on security and currency transactions.

3

Amended Exhibit K (continued) to the Professionally Managed Portfolios Amended and Restated Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule at May, 2016

Base Fee - A monthly base fee per account (fund) will apply based on the number of foreign securities held.

§ [  ] foreign securities: $[  ]

§ [  ] foreign securities: $[  ]

§ Over [  ] foreign securities: $[  ]

§ Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

§ For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [  ] months with the client will be charged $[  ] per claim.

Miscellaneous Expenses

§ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.

§ SWIFT reporting and message fees.

Advisor’s Signature not required as of ________, 2017 as the fees are not being changed.

4