AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 16th day of February, 2011, 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 GoodHaven funds listed on Exhibit V 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 V 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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PROFESSIONALLY MANAGED
PORTFOLIOS
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxx Xxxxxxx
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By: /s/Xxxxxxx X. XxXxx
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Name: Xxxx 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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Exhibit V to the
Name of Series Date Added
GoodHaven Fund on or after February 16, 2011
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ADMINISTRATION & PORTFOLIO COMPLIANCE, AND
CHIEF COMPLIANCE OFFICER (CCO) SERVICES
FEE SCHEDULE at February, 2011
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Annual Fee Based Upon Average Net Assets Per Fund*
10 basis points on the first $75 million
8 basis points on the next $250 million
5 basis points on the balance
Minimum annual fee: $64,000 per fund
§ Additional fee of $30,000 for each additional class
§ Additional fee of $15,000 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)*
§ $12,000 /fund (subject to change based on Board review and approval)
§ $3,500 / sub-advisor per fund
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, postage, stationery, programming, special reports, proxies, insurance, XXXXX 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), 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 materials, and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
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Advisor’s Signature below acknowledges approval of the fee schedules above and on page 3.
GoodHaven Capital Management, LLC
By: /s/Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Managing Partner Date: 4/1/11
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Exhibit V (continued) to the
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES - FEE SCHEDULE at February, 2011
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Annual Legal Administration (INCLUDED IN ANNUAL FEE)
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
§ 1 basis point on assets
§ $15,000 additional minimum
Additional Services (NOT INCLUDED IN ANNUAL FEE)
§ New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $15,000 /project
§ Subsequent new share class launch – $10,000 /project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $20,000 /fund per year
§ Setup – $2,500 /fund group
§ Data Feed – $0.15 /security per month
Section 15(c) Reporting
§ $2,000 /fund per report – first class
§ $600 /additional class report
Equity Attribution
§ $16,000 first user
§ $10,500 2nd user
§ $8,000 thereafter
§ Plus, $3,000 - $5,000 annually
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 10 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
§ $24,000 /year (includes 10 external users)
§ $800 /year per additional user
§ $4,000 implementation/setup fee
Daily Pre- and Post-Tax Performance Reporting (INCLUDED IN ANNUAL FEE)
§ Performance Service – $300 /CUSIP per month
§ Setup – $100 /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $2,500 setup /FTP site
Advisor Information Source Web Portal (INCLUDED IN ANNUAL FEE)
§ $150 /fund per month
§ Specialized projects will be analyzed and an estimate will be provided prior to work being performed
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