AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 14th day of August, 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 Congress Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into a Fund Administration Servicing Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add the Congress All Cap Opportunity Fund and the Congress Mid Cap Growth 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Exhibit S to the Agreement is hereby superseded and replaced with Amended Exhibit S attached hereto.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/ 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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Amended Exhibit S
to the
Name of Series
Congress Large Cap Growth Fund
Congress All Cap Opportunity Fund
Congress Mid Cap Growth Fund
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Multiple Series Trust
FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE at February, 2009
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Domestic Funds
Annual Fee Based Upon Market Value Per Fund*
[ ] basis points on the first $[ ] million
[ ] basis points on the next $[ ] million
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund
International Funds
Annual Fee Based Upon Market Value 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
Advisor Information Source Web Portal
· $[ ] /fund/month
· $[ ] /fund/month for clients using an external administration service
· Specialized projects will be analyzed and an estimate will be provided prior to work being performed.
Plus Out-Of-Pocket Expenses – Including but not limited to postage, stationery, programming, special reports, daily compliance testing systems expenses, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from board of directors meetings, third party auditing and legal expenses, conversion expenses (if necessary), and all other out-of-pocket expenses.
Additional Services – Above pricing is for standard services. Available but not included above are the following services – multiple classes, legal administration, SEC §15(c) reporting, Advisor Information Source data delivery, daily fund compliance testing, daily pre- and post-performance reporting.
Fees are billed monthly.
* Subject to annual CPI increase, Milwaukee MSA.
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Advisor’s Signature not required as of August 14, 2012 as the fees are not being changed.
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Amended Exhibit S (continued) to the
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Multiple Series Trust
CHIEF COMPLIANCE OFFICER SERVICES
FEE SCHEDULE at February, 2009
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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)*
· $[ ] per year per domestic fund
· $[ ] 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 of August 14, 2012 as the fees are not being changed.
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Amended Exhibit S (continued) to the
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FUND ADMINISTRATION & COMPLIANCE SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at February, 2009
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Multiple Classes – Add the following for each class beyond the first class:
· [ ] basis point at each level
· $[ ] per class minimum
Daily Pre- and Post-Tax Performance Reporting
· Performance Service – $[ ] /CUSIP/month
· Setup – $[ ] /CUSIP
· Conversion – quoted separately
· FTP Delivery – $[ ] setup per FTP site
Daily Compliance Services (Xxxxxxx River)
· Base fee – $[ ] /fund/year
· Setup – $[ ] /fund group
Advisor Information Source Web Portal
· $[ ] /fund/month
· $[ ] /fund/month for clients using an external administration service
· $[ ] /hour custom development – quoted based upon client requirements
SEC §15(c) Reporting
· $[ ] per fund per report – first class
· $[ ] per additional class report
Electronic Board Materials
· USBFS will establish a unique client board URL and load/maintain all fund board book data for the main fund board meetings and meetings for up to two separate committees
· Up to [ ] non-USBFS users including advisor, legal, audit, etc.
· Complete application, data and user security – data encryption and password protected
· On-line customized board materials preparation workflow
· Includes web-based and local/off-line versions
· Includes complete initial and ongoing user training
· Includes 24/7/365 access via toll free number
· Includes remote diagnostics for each user, including firewall and network issues
· Triple server backup / failover
Annual Fee
· $[ ] per year (includes [ ] external users)
· $[ ] per year per additional user
· $[ ] implementation / setup fee
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Advisor’s Signature not required as of August 14, 2012 as the fees are not being changed.
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