AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
AMENDMENT
TO THE
THIS AMENDMENT dated as of the
15th day of June, 2009, to the Transfer Agent 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 DSM
Large Cap Growth Fund and U.S. Bancorp Fund Services, LLC,
a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have
entered into a Transfer Agent Servicing Agreement; and
WHEREAS, the parties desire to
amend the series of the Trust to add a fund; 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:
Exhibit V
is hereby added to the Agreement 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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PROFESSIONALLY
MANAGED PORTFOLIOS
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/Xxxxxx X.
Xxxxxx
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By:
/s/Xxxxxxx X.
XxXxx
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Name:
Xxxxxx X. Xxxxxx
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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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1
Exhibit
V
to
the
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Name of
Series
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Date
Added
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DSM
Large Cap Growth Fund
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on
or after June 15, 2009
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Multiple Series
Trust
TRANSFER AGENT & SHAREHOLDER
SERVICES
ACCOUNT SERVICES FEE
SCHEDULE – June,
2009
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Annual Service Charges to the
Fund*
· Base Fee Per
Cusip
$18,000 /year
· XXXX Xxxxx 0
Accounts
$13.00 /open account
· No-Load Fund
Accounts
$16.00 /open account
· Load Fund
Accounts $18.00 /open account
· Daily Accrual Fund
Accounts $22.00 /open account
· Closed
Accounts $ 2.50 /closed
account
Activity
Charges
· Manual Shareholder
Transaction $ 3.00 /transaction
· Omnibus Account
Transaction $ 1.00 /transaction
· Correspondence $ 3.00 /item
· Telephone
Calls
$ 1.00 /minute
· Voice Response
Calls $ 0.40 /call
· Qualified Plan
Accounts $15.00 /account (Cap at $30.00/SSN)
Implementation
Charges
· First
Cusip $6,000 /fund group setup, first
Cusip
· Subsequent
Cusips $1,500 /each additional
Cusip
Plus
Out-Of-Pocket Expenses – Including but not limited to
telephone toll-free lines, call transfers, mailing, sorting and postage,
stationery, envelopes, programming, service/data conversion, AML
verification services, special reports, insurance, record retention,
processing of
literature
fulfillment kits, microfilm, microfiche, proxies, proxy services, lost
shareholder search, disaster recovery charges, ACH fees, Fed wire charges,
NSCC charges, data communication and implementation charges, travel,
training, and all other out-of-pocket expenses.
Additional
Services – Above
pricing is for standard services. Available but not included
above are the following services - FAN Web shareholder
e-commerce, Vision intermediary e-commerce, FAN Mail electronic data
delivery, sales reporting data warehouse,
investor e-mail services, literature fulfillment, lead conversion
reporting, 12b-1 aging, Short-Term Trader reporting.
Fees are billed
monthly.
* Subject to annual CPI increase,
Milwaukee MSA.
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Advisor’s
Signature below acknowledges approval of the fee schedule above.
DSM
Capital Partners LLC
By: /s/X.X.
Xxxxxxxxx
Name: X.X. Xxxxxxxxx
Title: Managing
Member
Date: 8/7/09
2
Exhibit
V (continued) to the PMP Transfer Agent Servicing Agreement
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TRANSFER AGENT & SHAREHOLDER
SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE
SERVICES -
FEE SCHEDULE at
June, 2009
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FAN
WEB – Shareholder
internet access to account information and transaction capabilities
through a transparent link at the fund group web
site. Shareholders access account information, portfolio
listing fund family, transaction history, purchase additional shares
through ACH, etc.
1. FAN Web Premium (Fund Groups over
50,000 open accounts)
· Implementation - $15,000 per fund group – includes up to
25 hours of technical/BSA support
· Annual Base Fee - $36,000 per year
2. FAN
Web Select (Fund Groups under 50,000 open accounts) – See
Functionality Worksheet
· Implementation - $5,000 per fund group – includes up to
10 hours of technical/BSA support
· Annual Base Fee - $12,000 per year
3. FAN Web Direct (API) – Quoted
Separately
4. Customization - $165.00 per hour
5. Activity (Session)
Fees:
· Inquiry - $.15 per event
· Account Maintenance -
$.25 per event
· Transaction – financial
transactions, reorder statements, etc. - $.50 per event
· New Account Set-up - $3.00 per event (Not available with FAN
Web Select)
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VISION
MUTUAL FUND GATEWAY –
Permits broker/dealers, financial planners, and RIAs to use a web-based
system to perform order and account inquiry, execute trades, print
applications, review prospectuses, and establish new
accounts.
· Inquiry Only
· Inquiry - $.05 per event
· Per broker ID - $5.00 per month per
ID
· Transaction
Processing
· Implementation - $5,000 per management
company
· Transaction – purchase, redeem,
exchange, literature order - $.50 per event
· New Account Set-up – may contain
multiple fund/accounts - $3.00 per event
· Monthly Minimum Charge -
$500.00 per
month
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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 - $6,000 per year
· Per Record
Charge
· Rep/Branch/ID - $.018
· Dealer - $.012
· Price Files - $.002 or $1.75/user/month, whichever is
less
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CLIENT
Web DATA ACCESS –
USBFS client on-line access to fund and investor data through USBFS
technology applications and data delivery and security
software.
· Setup - $3,000
· Service - $200/month/user
· Access to the following systems
included:
· BDS – Statement Storage and
Retrieval
· ReportSource – Mainframe T/A
Report Library
· T/A Imaging – Thin Client
AWD
· FundSource – Comprehensive Fund
Information
CLIENT
DEDICATED LINE DATA ACCESS – For USBFS clients requiring
continuous on-line access to USBFS shareholder accounting systems, such as
for client call center support:
· $7,000 per year per workstation for
TA2000 AWD access
· Plus data communications setup and
monthly charges based upon location and bandwidth
· Plus training billed at hourly
rates plus out-of-pocket expenses
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TRANSFER AGENT TRAINING
SERVICES
· On-site at USBFS - $300.00 per day
· At client location - $300.00 per day plus travel and
out-of-pocket
expenses
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Advisor’s
Signature below acknowledges approval of the fee schedule above.
DSM
Capital Partners LLC
By: /s/X.X.
Xxxxxxxxx
Name and Title: X.X. Xxxxxxxxx, Managing
Member
Date: 8/7/09
3
Exhibit
V (continued) to the PMP Transfer Agent Servicing Agreement
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TRANSFER AGENT & SHAREHOLDER
SERVICES
SUPPLEMENTAL
SERVICES
FEE SCHEDULE at June,
2009
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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.
· 90 days or less – $.08 /open account
· 91-180 days – $.14 /open account
· 181-270 days – $.20 /open account
· 271 days – 1 year - $.26 /open account
· 1 year – 2 years - $.38 /open
account
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Cost
Basis
Reporting –
Annual reporting of shareholder cost basis for direct accounts based upon
an average cost single category basis calculation.
· $1.00 /direct open
account/year
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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.
· $500 setup/fund group of 1-5 funds,
$1,500 setup/fund group of over 5
funds
· $.12
/account/year
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12b-1
Distribution Fee Aging – Aging shareholder account share
lots in order to monitor and begin assessing 12b-1 fees after a certain
share lot age will be charged at $1.50 per open account per
year.
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Physical
Certificate Processing – Services to support the setup
and processing of physical certificated shares for a fund
family:
· $750 setup/fund
group
· $10.00 /certificate
transaction
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E-Mail
Services – Services
to capture, queue, monitor, service and archive shareholder e-mail
correspondence:
· $1,500 setup/fund
group
· $500 /month
administration
· $4.00 /received e-mail
correspondence
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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.
· $500 per fund group per
month
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FAF Money Market Fund Service
Organizations
· $15,000 per money market share class per
year
· Out-of-pocket expenses – see
Transfer Agent Fee Schedule
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Shareholder
Performance Statements – We have a variety of features
available for providing account or portfolio level performance information
on investor statements. Actual costs will depend upon specific
client requirements.
· Setup - $35,000 per fund
group
· Annual Fee - $.17 per open and closed
account
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Advisor’s
Signature below acknowledges approval of the fee schedule above.
DSM
Capital Partners LLC
By: /s/X.X.
Xxxxxxxxx
Name: X.X. Xxxxxxxxx Title: Managing
Member
Date: 8/7/09
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