EX-99.G.IV 2 cstdyagr.htm AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

 
AMENDMENT TO THE
PROFESSIONALLY MANAGED PORTFOLIOS
AMENDED AND RESTATED CUSTODY AGREEMENT

THIS AMENDMENT dated as of February 9, 2018, to the Amended and Restated Custody Agreement, originally made and entered into as of June 22, 2006, and amended and restated as of May 15, 2013 (the "Agreement") is entered into by and between Professionally Managed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. Bank N.A., a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties desire to amend the fees of the Agreement effective January 1, 2018 on behalf of the series; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Effective January 1, 2018 Amended Exhibit K to the Agreement is hereby superseded and replaced with Exhibit K attached hereto.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                                                                         U.S. BANK N.A.
PORTFOLIOS


By: /s/ Elaine E. Richards  By: /s/ Anita Zagrodnik                      

Name:  Elaine E. Richards Name: Anita Zagrodnik

Title:    President                Title: Senior Vice President
 
 

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Amended Exhibit K
to the Professionally Managed Portfolios Amended and Restated Custody Agreement

Name of Series
Congress Large Cap Growth Fund
Congress All Cap Opportunity Fund
Congress Mid Cap Growth Fund
Congress Small Cap Growth Fund

Custody Services Fee Schedule at January, 2018

Annual Fee Based Upon Market Value Per Fund*
[  ] basis point on average daily market value of all long securities and cash held in the portfolio
Minimum annual fee per fund - $[  ]
Plus portfolio transaction fees

Portfolio Transaction Fees
§
$[  ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
§
$[  ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
§
$[  ] – Option/SWAPS/future contract written, exercised or expired
§
$[  ] – Mutual fund trade, Fed wire, margin variation Fed wire
§
$[  ] – Physical security transaction
§
$[  ] – Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services
§
Additional fees apply for global servicing.
§
Sub Advised Funds - $[  ] per custody account per year
§
$[  ] – Segregated account per year
§
No charge for the initial conversion free receipt.
§
Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).


* Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.

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Exhibit K (continued) to the Professionally Managed Portfolios Amended and Restated Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule at January, 2018
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
 
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
Argentina
All
____
$____
 
Malaysia
All
____
$____
Australia
All
____
$____
 
Mali
All
____
$____
Austria
All
____
$____
 
Malta
All
____
$____
Bahrain
All
____
$____
 
Mauritius
All
____
$____
Bangladesh
All
____
$____
 
Mexico
All
____
$____
Belgium
All
____
$____
 
Morocco
All
____
$____
Benin
All
____
$____
 
Namibia
All
____
$____
Bermuda
All
____
$____
 
Netherlands
All
____
$____
Botswana
All
____
$____
 
New Zealand
All
____
$____
Brazil
All
____
$____
 
Niger
All
____
$____
Bulgaria
All
____
$____
 
Nigeria
All
____
$____
Burkina Faso
All
____
$____
 
Norway
All
____
$____
Canada
All
____
$____
 
Oman
All
____
$____
Cayman Islands*
All
____
$____
 
Pakistan
All
____
$____
Channel Islands*
All
____
$____
 
Peru
All
____
$____
Chile
All
____
$____
 
Philippines
All
____
$____
China
All
____
$____
 
Poland
All
____
$____
Columbia
All
____
$____
 
Portugal
All
____
$____
Costa Rica
All
____
$____
 
Qatar
All
____
$____
Croatia
All
____
$____
 
Romania
All
____
$____
Cyprus
All
____
$____
 
Russia
Equities
____
$____
Czech Republic
All
____
$____
 
Senegal
All
____
$____
Denmark
All
____
$____
 
Singapore
All
____
$____
Ecuador
All
____
$____
 
Slovak Republic
All
____
$____
Egypt
All
____
$____
 
Slovenia
All
____
$____
Estonia
All
____
$____
 
South Africa
All
____
$____
Euromarkets**
All
____
$____
 
South Korea
All
____
$____
Finland
All
____
$____
 
Spain
All
____
$____
France
All
____
$____
 
Sri Lanka
All
____
$____
Germany
All
____
$____
 
Swaziland
All
____
$____
Ghana
All
____
$____
 
Sweden
All
____
$____
Greece
All
____
$____
 
Switzerland
All
____
$____
Guinea Bissau
All
____
$____
 
Taiwan
All
____
$____
Hong Kong
All
____
$____
 
Thailand
All
____
$____
Hungary
All
____
$____
 
Togo
All
____
$____
Iceland
All
____
$____
 
Tunisia
All
____
$____
India
All
____
$____
 
Turkey
All
____
$____
Indonesia
All
____
$____
 
UAE
All
____
$____
Ireland
All
____
$____
 
United Kingdom
All
____
$____
Israel
All
____
$____
 
Ukraine
All
____
$____
Italy
All
____
$____
 
Uruguay
All
____
$____
Ivory Coast
All
____
$____
 
Venezuela
All
____
$____
Japan
All
____
$____
 
Vietnam
All
____
$____
Jordan
All
____
$____
 
Zambia
All
____
$____
Kazakhstan
All
____
$____
 
Zimbabwe
All
____
$____
Kenya
All
____
$____
         
Kuwait
All
____
$____
         
Latvia
Equities
____
$____
         
Lebanon
All
____
$____
         
Lithuania
All
____
$____
         
Luxembourg
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.
**
Euromarkets – Non-Eurobonds; Surcharges vary by local market.

*Safekeeping and transaction fees are assessed on security and currency transactions.

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Exhibit K (continued) to the Professionally Managed Portfolios Amended and Restated Custody Agreement


Additional Global Sub-Custodial Services Annual Fee Schedule at January, 2018


A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
§
[  ]– [  ] foreign securities: $[  ]; [  ]– [  ] foreign securities: $[  ]; Over [  ] foreign securities: $[  ]
§
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.
§
For all other markets specified above, surcharges may apply if a security is held outside of the local market.


Miscellaneous Expenses
§
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
§
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
§
A surcharge may be added to certain miscellaneous 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.
§
SWIFT reporting and message fees.



Advisor's Signature below acknowledges approval of the domestic and global fee schedules on this Exhibit K

Congress Asset Management Company, LLP

By: /s/ Christopher M. Lagan                                 

Name: Christopher M. Lagan                                 

Title: Managing Director & COO Date: February 28, 2018                                      

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