AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT, dated as of the 1st day of March, 2013, to the Custody 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 XxXxxxxx Diversified Income Fund, listed on Exhibit BB attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the “Custodian”).
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, Article XIV, Section 14.2 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit BB 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. BANK N.A.
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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: Senior Vice President
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1
Exhibit BB
to the
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Name of Series
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Date Added
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XxXxxxxx Diversified Income Fund
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On or after March 1, 2013
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DOMESTIC CUSTODY SERVICES
FEE SCHEDULE at March, 2013
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Annual Fee Based Upon Market Value Per Fund*
[ ] basis point on average daily market value
Minimum annual fee per fund - $[ ]
Plus portfolio transaction fees
Portfolio Transaction Fees
$[ ] /book entry DTC transaction/Federal Reserve transaction/principal paydown
$[ ] /U.S. Bank repo agreement transaction
$[ ] /short sale
$[ ] /option/future contract written, exercised or expired
$[ ] /mutual fund trade/Fed wire/margin variation Fed wire
$[ ] /physical transaction
$[ ] /segregated account per year
§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
§ No charge for the initial conversion free receipt.
§ Overdrafts – charged to the account at prime interest rate plus [ ].
Reasonable Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
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Advisor’s Signature below acknowledges approval of the domestic and global custody fee schedules on this Exhibit BB.
XxXxxxxx Capital Management, LLC
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: VP & COO Date: 03/21/2013
2
Exhibit BB (continued) to the Professionally Managed Portfolios Custody Agreement
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GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at March, 2013
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||||||||
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Country
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Instrument
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Safekeeping
(BPS)
|
Transaction
Fee
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Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
[ ]
|
$[ ]
|
Lithuania
|
All
|
[ ]
|
$[ ]
|
|
|
Australia
|
All
|
[ ]
|
$[ ]
|
Luxembourg
|
All
|
[ ]
|
$[ ]
|
|
|
Austria
|
All
|
[ ]
|
$[ ]
|
Malaysia
|
All
|
[ ]
|
$[ ]
|
|
|
Bahrain
|
All
|
[ ]
|
$[ ]
|
Mali*
|
All
|
[ ]
|
$[ ]
|
|
|
Bangladesh
|
All
|
[ ]
|
$[ ]
|
Malta
|
All
|
[ ]
|
$[ ]
|
|
|
Belgium
|
All
|
[ ]
|
$[ ]
|
Mauritius
|
All
|
[ ]
|
$[ ]
|
|
|
Benin*
|
All
|
[ ]
|
$[ ]
|
Mexico
|
All
|
[ ]
|
$[ ]
|
|
|
Bermuda
|
All
|
[ ]
|
$[ ]
|
Morocco
|
All
|
[ ]
|
$[ ]
|
|
|
Botswana
|
All
|
[ ]
|
$[ ]
|
Namibia
|
All
|
[ ]
|
$[ ]
|
|
|
Brazil
|
All
|
[ ]
|
$[ ]
|
Netherlands
|
All
|
[ ]
|
$[ ]
|
|
|
Bulgaria
|
All
|
[ ]
|
$[ ]
|
New Zealand
|
All
|
[ ]
|
$[ ]
|
|
|
Burkina Faso*
|
All
|
[ ]
|
$[ ]
|
Niger*
|
All
|
[ ]
|
$[ ]
|
|
|
Canada
|
All
|
[ ]
|
$[ ]
|
Nigeria
|
All
|
[ ]
|
$[ ]
|
|
|
Cayman Islands*
|
All
|
[ ]
|
$[ ]
|
Norway
|
All
|
[ ]
|
$[ ]
|
|
|
Channel Islands*
|
All
|
[ ]
|
$[ ]
|
Oman
|
All
|
[ ]
|
$[ ]
|
|
|
Chile
|
All
|
[ ]
|
$[ ]
|
Pakistan
|
All
|
[ ]
|
$[ ]
|
|
|
China“A” Shares
|
All
|
[ ]
|
$[ ]
|
Palestinian Autonomous Area*
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All
|
[ ]
|
$[ ]
|
|
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China“B” Shares
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All
|
[ ]
|
$[ ]
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Peru
|
All
|
[ ]
|
$[ ]
|
|
|
Columbia
|
All
|
[ ]
|
$[ ]
|
Philippines
|
All
|
[ ]
|
$[ ]
|
|
|
Costa Rica
|
All
|
[ ]
|
$[ ]
|
Poland
|
All
|
[ ]
|
$[ ]
|
|
|
Croatia
|
All
|
[ ]
|
$[ ]
|
Portugal
|
All
|
[ ]
|
$[ ]
|
|
|
Cyprus*
|
All
|
[ ]
|
$[ ]
|
Qatar
|
All
|
[ ]
|
$[ ]
|
|
|
Czech Republic
|
All
|
[ ]
|
$[ ]
|
Romania
|
All
|
[ ]
|
$[ ]
|
|
|
Denmark
|
All
|
[ ]
|
$[ ]
|
Russia
|
Equities
|
[ ]
|
$[ ]
|
|
|
Ecuador
|
All
|
[ ]
|
$[ ]
|
Russia
|
MINFINs
|
[ ]
|
$[ ]
|
|
|
Egypt
|
All
|
[ ]
|
$[ ]
|
Senegal*
|
All
|
[ ]
|
$[ ]
|
|
|
Estonia
|
All
|
[ ]
|
$[ ]
|
Serbia*
|
All
|
[ ]
|
$[ ]
|
|
|
Euromarkets**
|
All
|
[ ]
|
$[ ]
|
Singapore
|
All
|
[ ]
|
$[ ]
|
|
|
Finland
|
All
|
[ ]
|
$[ ]
|
Slovak Republic
|
All
|
[ ]
|
$[ ]
|
|
|
France
|
All
|
[ ]
|
$[ ]
|
Slovenia
|
All
|
[ ]
|
$[ ]
|
|
|
Germany
|
All
|
[ ]
|
$[ ]
|
South Africa
|
All
|
[ ]
|
$[ ]
|
|
|
Ghana
|
All
|
[ ]
|
$[ ]
|
South Korea
|
All
|
[ ]
|
$[ ]
|
|
|
Greece
|
All
|
[ ]
|
$[ ]
|
Spain
|
All
|
[ ]
|
$[ ]
|
|
|
Guinea Bissau*
|
All
|
[ ]
|
$[ ]
|
Sri Lanka
|
All
|
[ ]
|
$[ ]
|
|
|
Hong Kong
|
All
|
[ ]
|
$[ ]
|
Swaziland
|
All
|
[ ]
|
$[ ]
|
|
|
Hungary
|
All
|
[ ]
|
$[ ]
|
Sweden
|
All
|
[ ]
|
$[ ]
|
|
|
Iceland
|
All
|
[ ]
|
$[ ]
|
Switzerland
|
All
|
[ ]
|
$[ ]
|
|
|
India
|
All
|
[ ]
|
$[ ]
|
Taiwan
|
All
|
[ ]
|
$[ ]
|
|
|
Indonesia
|
All
|
[ ]
|
$[ ]
|
Thailand
|
All
|
[ ]
|
$[ ]
|
|
|
Ireland
|
All
|
[ ]
|
$[ ]
|
Togo*
|
All
|
[ ]
|
$[ ]
|
|
|
Israel
|
All
|
[ ]
|
$[ ]
|
Trinidad & Tobago*
|
All
|
[ ]
|
$[ ]
|
|
|
Italy
|
All
|
[ ]
|
$[ ]
|
Tunisia
|
All
|
[ ]
|
$[ ]
|
|
|
Ivory Coast
|
All
|
[ ]
|
$[ ]
|
Turkey
|
All
|
[ ]
|
$[ ]
|
|
|
Jamaica*
|
All
|
[ ]
|
$[ ]
|
UAE
|
All
|
[ ]
|
$[ ]
|
|
|
Japan
|
All
|
[ ]
|
$[ ]
|
United Kingdom
|
All
|
[ ]
|
$[ ]
|
|
|
Jordan
|
All
|
[ ]
|
$[ ]
|
Ukraine
|
All
|
[ ]
|
$[ ]
|
|
|
Kazakhstan
|
All
|
[ ]
|
$[ ]
|
Uruguay
|
All
|
[ ]
|
$[ ]
|
|
|
Kenya
|
All
|
[ ]
|
$[ ]
|
Venezuela
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Equities
|
[ ]
|
$[ ]
|
Vietnam*
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Bonds
|
[ ]
|
$[ ]
|
Zambia
|
All
|
[ ]
|
$[ ]
|
|
|
Lebanon
|
All
|
[ ]
|
$[ ]
|
|||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value:<$[ ] billion: [ ]bp, >$[ ] billion and <$[ ] billion: [ ] bps; >$[ ] billion: [ ] bps.
3
Exhibit BB (continued) to the Professionally Managed Portfolios Custody Agreement
Annual Base Fee - $[ ] per account (fund) will apply.
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§
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Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
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§
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For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Cash Transactions:
|
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[ ].
|
Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] ([ ]) months with the client will be charged $[ ] per claim.
Reasonable Out of Pocket Expenses
|
§
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Charges incurred by U.S. Bank N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
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§
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A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
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§
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SWIFT reporting and message fees.
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4
