AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 11th day of November, 2013, 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 BP Capital Funds, listed on Exhibit AA attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add funds; 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 AA to the Agreement is hereby added and 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.
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxxxx X. Xxxxxxxx
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By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxxxx X. Xxxxxxxx
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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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Exhibit AA to the
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Name of Series
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Date Added
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BP Capital TwinLine Energy Fund
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on or after November 11, 2013
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BP Capital TwinLine MLP Fund
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on or after November 11, 2013
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Fund Accounting, Fund Administration & Portfolio Compliance, and Chief Compliance
Officer (CCO) Services Fee Schedule at November 2013
Annual Fee Based Upon Average Net Assets Per Fund*
[ ] basis points on the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the balance
Minimum annual fee: $[ ] first fund, $[ ] second fund, $[ ] each additional fund over the first two funds.
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Additional fee of $[ ] for each additional class
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Additional fee of $[ ] per manager/sub-advisor per fund
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Additional fee of $[ ] for a Controlled Foreign Corporation (CFC)
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Services Included in Annual Fee Per Fund
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Advisor Information Source – On-line access to portfolio management and compliance information.
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Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
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USBFS Legal Administration (e.g., registration statement update)
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Pricing Services**
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$[ ] - Domestic Equities, Options, ADRs
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$[ ] - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates, Mortgage Backed Securities
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$[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, High Yield Bonds
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$[ ] - Bank Loans
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$[ ] - Credit Default Swaps
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$[ ] - Swaptions, Index Swaps
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$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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Corporate Action & Manual Pricing Services
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$[ ] /Foreign Equity Security per Month for Corporate Action Service
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$[ ] /Domestic Equity Security per Month for Corporate Action Service
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$[ ] /Month Manual Security Pricing (>[ ]/day)
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Fair Value Services (Charged at the Complex Level)**
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$ [ ] on the First [ ] Securities
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$[ ] on the Balance of Securities
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NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non- standard security type which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Chief Compliance Officer Annual Fees (Per Advisor Relationship/Fund)*
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$[ ] for the first fund (subject to Board approval)
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$[ ] for each additional fund (subject to change based on Board review and approval)
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$[ ] /sub-advisor per fund
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$[ ] for Foreside Compliance
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Out-Of-Pocket Expenses
Including but not limited to corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL 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), tax e-filing, PFIC monitoring, 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 – additional legal administration (e.g., subsequent new fund launch), daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
** Per security per fund per pricing day.
Fees are calculated pro rata and billed monthly.
(signature on the following page)
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Exhibit AA (continued) to the
Fund Administration & Compliance Portfolio Services
Supplemental Services Fee Schedule at November 2013
Additional Legal Administration Services
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Subsequent new fund launch – $[ ] /project
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Subsequent new share class launch – $[ ] /project
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Multi-managed funds – as negotiated based upon specific requirements
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Proxy – as negotiated based upon specific requirements
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Daily Compliance Services (Xxxxxxx River)
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Base fee – $[ ] /fund per year
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Setup – $[ ] /fund group
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Section 15(c) Reporting
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$[ ] /fund per report – first class
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$[ ] /additional class report
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Equity & Fixed Income Attribution Reporting
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Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
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Advisor’s Signature below acknowledges approval of the fund administration fee schedules on this Exhibit AA.
| BP CAPITAL FUND ADVISORS, LLC |
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Member Date: December 23, 2013
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