AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 24th day of May, 2016, to the Fund Accounting 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 Muzinich Funds listed on Exhibit Y 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 the Muzinich Low Duration Fund; and
WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit Y of the Agreement is hereby superseded and replaced with Amended Exhibit Y attached hereto.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
PORTFOLIOS
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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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Muzinich
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1
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Amended Exhibit Y to the
Name of Series Date Added
Muzinich U.S. High Yield Corporate Bund Fund
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Muzinich Credit Opportunities Fund
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Muzinich High Income Floating Rate Fund
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Muzinich Low Duration Fund
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on or after May 24, 2016
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FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE
March, 2012
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Annual Fee Based Upon Average Net Assets Per Fund Complex* (as amended 4/24/12)
Fee schedule for initial year of operations for each fund in the Muzinich family of funds. If AUM of the fund family are less than $[ ]. The following fee schedule applies to year one.
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund for first six months, $[ ] per fund for the second six months.
§ Additional fee of $ [ ] for each additional class for first six months, $[ ] for the second six months.
§ Additional fee of $[ ] per manager/sub-advisor per fund
The above fee schedule would also apply to any funds opened where the Muzinich Fund Family Complex is less than $[ ]
Each time you decide to open an additional fund, we will address the proper fee schedule to be used for that one fund, considering the potential additional one year discounts at the AUM breakpoints mentioned above, and detailed below.
Each time a new fund launches, we'll look at where the AUM are for the entire Muzinich fund complex.
After one year of operations, each fund would be charged the Standard fee schedule as outlined below.
Fee schedule for initial year of operations for each fund in the Muzinich family of funds. If AUM of the fund family are greater than $[ ]. The following fee schedule applies to year one.
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund for first six months, $[ ] per fund for the second six months.
§ Additional fee of $ [ ] for each additional class for first six months, $[ ] for the second six months.
§ Additional fee of $[ ] per manager/sub-advisor per fund
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Muzinich
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2
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Amended Exhibit Y (continued) to the
FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE
March, 2012
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Fee schedule for initial year of operations for each fund in the Muzinich family of funds. If AUM of the fund family are greater than $[ ]. The following fee schedule applies to year one.
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund for first six months, $[ ] per fund for the second six months.
§ Additional fee of $ [ ] for each additional class for first six months, $[ ] for the second six months.
§ Additional fee of $[ ] per manager/sub-advisor per fund
IMPORTANT: The relevant fee schedule will be in effect from a specific point in time and the then current Muzinich Family of Funds AUM will determine the fee schedule. Should the AUM waiver above and/or below the relevant break point, the fee schedules in place will remain constant. (e.g., If a fund is launched and subject to Schedule 3 above, then the AUM drop below $[ ], we will not raise the fees to be compatible with Schedule 2)
IMPORTANT: Any agreed upon discounts are in effect for 1 year after the commencement of operations for the specific fund/class for which they
apply.
IMPORTANT: This fee schedule is relevant to the minimum annual fees related to the Fund Accounting / Fund Administration standard fee schedule and should a fund reach an asset level which renders the minimums irrelevant, the standard basis points fee schedule described above immediately overrides any agreed upon discounts to the related minimum annual fee schedules.
All funds will be subject to the standard fee schedule as outlined below after [ ] year of operations.
Standard Fee Schedule
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund
§ Additional fee of $[ ] for each additional class
§ Additional fee of $[ ] per manager/sub-advisor per fund
Services Included in Annual Fee Per Fund
§ Daily Performance Reporting
§ Advisor Information Source Web Portal
§ USBFS Legal Administration (e.g., registration statement update)
CCO Annual Fees (Per Advisor Relationship/Fund)*
§ $[ ] /fund (subject to change based on Board review and approval)
§ $[ ] / sub-advisor per fund
Muzinich
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3
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Amended Exhibit Y (continued) to the
FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE
March, 2012
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Out-Of-Pocket Expenses
Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs (including GICS, MSCI, 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, 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 – Daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board book portal (BookMark), and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
Advisor's Signature not required as fees are not changing. Only the Muzinich Low Duration Fund is being added.
Muzinich
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4
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Amended Exhibit Y (continued) to the
Professionally Managed Portfolios Fund Accounting Agreement
FUND ACCOUNTING SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at March, 2012
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Pricing Services*
§ $[ ] - Domestic Equities, Options, ADRs
§ $[ ] - Domestic Corporate/Convertible/Gov't/Agency Bonds, Foreign Equities, Futures, Forwards, Currency
Rates
§ $[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov't/Agency
Bonds, Asset Backed Securities, Mortgage Backed Securities
§ $[ ] - Bank Loans
§ $[ ] - Credit Default Swaps
§ $[ ] - Swaptions, Index Swaps
§ $[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
Corporate Action & Manual Pricing Services
§ $[ ] /Foreign Equity Security per Month for Corporate Action Service
§ $[ ] /Domestic Equity Security per Month for Corporate Action Service
§ $[ ] /Month Manual Security Pricing (>[ ]/day)
Fair Value Services (Interactive Data)*
§ $[ ] on the First [ ] Securities
§ $[ ] on the Balance of Securities
* Per security per fund per pricing day.
NOTE: Prices above are based on using IDC as the primary pricing service and are subject to change. Use of alternative and/or additional sources may result in additional fees.
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Advisor's Signature not required as fees are not changing. Only the Muzinich Low Duration Fund is being added.
Muzinich
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5
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