EX-99.(G)(VI)(B) 3 ex99gvib-bostoncommonxamen.htm EX-99.(G)(VI)(B) AMENDED CUSTODY AGREEMENT Document

AMENDMENT TO THE
PROFESSIONALLY MANAGED PORTFOLIOS
CUSTODY AGREEMENT

    THIS AMENDMENT effective as of the last date on the signature page, to the Custody Agreement, dated as of June 22, 2006, as amended and restated May 15, 2013, 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 Boston Common funds listed on Exhibit W 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 Agreement to add the Boston Common ESG Impact U.S. Value Fund to Exhibit W; 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Exhibit W is hereby superseded and replaced in its entirety with Exhibit W attached hereto.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 last written below.

PROFESSIONALLY MANAGED PORTFOLIOS        U.S. BANK N. A.


By: ______________________________        By: ________________________________

Name:                        Name:    

Title:                            Title:     

Date:                            Date:

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Exhibit W to the
Professionally Managed Portfolios Custody Agreement

Name of Series                            
Boston Common ESG Impact International Fund
Boston Common ESG Impact U.S. Equity Fund
Boston Common ESG Impact Emerging Markets Fund
Boston Common ESG Impact U.S. Value Fund
Custody Services Fee Schedule at July 1, 2018
Annual Fee Based Upon Market Value per Fund*
0.80 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, Margin Variation Wire and outbound 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.
Securities Lending and Money Market Deposit Account (MMDA)
Negotiable

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
See Additional Services Fee schedule for global servicing.
$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
Class Action Services – $[ ] filing fee per class action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $[ ].
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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Additional Global Sub-Custodial Services Annual Fee Schedule



CountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction Fee
Argentina___$ ____Hungary___$ ____Qatar___$ ____
Australia___$ ____Iceland___$ ____Romania___$ ____
Austria___$ ____India___$ ____Russia___$ ____
Bahrain___$ ____Indonesia___$ ____Senegal___$ ____
Bangladesh___$ ____Ireland___$ ____Serbia___$ ____
Belgium___$ ____Israel___$ ____Singapore___$ ____
Benin___$ ____Italy___$ ____Slovak Republic___$ ____
Bermuda___$ ____Ivory Coast___$ ____Slovenia___$ ____
Botswana___$ ____Japan___$ ____South Africa___$ ____
Brazil___$ ____Jordan___$ ____South Korea___$ ____
Bulgaria___$ ____Kazakhstan___$ ____Spain___$ ____
Burkina Faso___$ ____Kenya___$ ____Sri Lanka___$ ____
Canada___$ ____Kuwait___$ ____Swaziland___$ ____
Cayman Islands*___$ ____Latvia___$ ____Sweden___$ ____
Channel Islands*___$ ____Lithuania___$ ____Switzerland___$ ____
Chile___$ ____Luxembourg___$ ____Taiwan___$ ____
China Connect___$ ____Malaysia___$ ____Thailand___$ ____
China (B Shares)___$ ____Mali___$ ____Togo___$ ____
Colombia___$ ____Malta___$ ____Tunisia___$ ____
Costa Rica___$ ____Mauritius___$ ____Turkey___$ ____
Croatia___$ ____Mexico___$ ____UAE___$ ____
Cyprus___$ ____Morocco___$ ____United Kingdom___$ ____
Czech Republic___$ ____Namibia___$ ____Ukraine___$ ____
Denmark___$ ____Netherlands___$ ____Uruguay___$ ____
Egypt___$ ____New Zealand___$ ____Vietnam___$ ____
Estonia___$ ____Niger___$ ____Zambia___$ ____
Euromarkets**___$ ____Nigeria___$ ____Zimbabwe___$ ____
Finland___$ ____Norway___$ ____
France___$ ____Oman___$ ____
Germany___$ ____Pakistan___$ ____
Ghana___$ ____Peru___$ ____
Greece___$ ____Philippines___$ ____
Guinea Bissau___$ ____Poland___$ ____
Hong Kong___$ ____Portugal___$ ____
Safekeeping and transaction fees are assessed on security and currency transactions.
*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
**Tiered by market value <$5 billion: 1bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets - Non-Eurobonds: Surcharges vary by local market.

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.
1– 25 foreign securities – $500; 26 – 50 foreign securities – $1,000; Over 50 foreign securities – $1,500
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 in above grid, 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.
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Margin Management Services

Requires U.S. Bank as custodian for all assets

$[ ] annual program fee (includes up to 4 Account Control Agreements)

$[ ] annual fee per each additional Account Control Agreement.
    
Fees are calculated pro rata and billed monthly

Extraordinary Services –
Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect.

Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average


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