EX-99.(G)(XXI) 4 ca.htm AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT ca.htm

 
AMENDMENT TO THE
PROFESSIONALLY MANAGED PORTFOLIOS
CUSTODY AGREEMENT

THIS AMENDMENT, dated as of the 11th day of November, 2013, to the Custody Agreement, dated as of June 22, 2006, as amended and restated 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 Otter Creek 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 series of the Trust to add funds; and

WHEREAS, Article XV, Section 15.2 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit W 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.

PROFESSIONALLY MANAGED PORTFOLIOS
U.S. BANK N.A.
 
By:       /s/ Elaine E. Richards
By:       /s/ Michael R. McVoy
Name:  Elaine E. Richards
Name:  Michael R. McVoy
Title:    President
Title:    Senior Vice President



Otter Creek
 
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Exhibit W
to the
Professionally Managed Portfolios Custody Agreement
 
Name of Series
Date Added
Otter Creek Long/Short Opportunity Fund
on or after November 11, 2013


 
Domestic Custody Services Fee Schedule at November 2013

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
§  
$[  ] –  Repo 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 transaction
§  
$[  ] – Check disbursement (waived if U.S. Bancorp is Administrator)
§  
$[  ] – 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 2.

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.
 
Advisor’s Signature below acknowledges approval of the domestic and global custody fee schedules on this Exhibit W
 
OTTER CREEK MANAGEMENT, INC.
 
 
By:        /s/ Joseph W. O’Neill Jr.
 
Name:  Joseph W. O’Neill Jr.
 
Title:   Chief Financial Officer
Date: November 21, 2013

 
Otter Creek
 
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Exhibit W (continued) to the Professionally Managed Portfolios Custody Agreement

Global Sub Custodial Services Annual Fee Schedule at November 2013
 
COUNTRY
INSTRUMENT
SAFEKEEPING (BPS)
TRANSACTION FEE
COUNTRY
INSTRUMENT
SAFEKEEPING (BPS)
TRANSACTION FEE
Argentina
All
[  ]
$[  ]
Estonia
All
[  ]
$[  ]
Australian
All
[  ]
$[  ]
Euromarkets**
All
[  ]
$[  ]
Austria
All
[  ]
$[  ]
Finland
All
[  ]
$[  ]
Bahrain
All
[  ]
$[  ]
France
All
[  ]
$[  ]
Bangladesh
All
[  ]
$[  ]
Germany
All
[  ]
$[  ]
Belgium
All
[  ]
$[  ]
Ghana
All
[  ]
$[  ]
Bermuda
All
[  ]
$[  ]
Greece
All
[  ]
$[  ]
Botswana
All
[  ]
$[  ]
Hong Kong
All
[  ]
$[  ]
Brazil
All
[  ]
$[  ]
Hungary
All
[  ]
$[  ]
Bulgaria
All
[  ]
$[  ]
Iceland
All
[  ]
$[  ]
Canada
All
[  ]
$[  ]
India
All
[  ]
$[  ]
Cayman Islands
All
[  ]
$[  ]
Indonesia
All
[  ]
$[  ]
Channel Islands
All
[  ]
$[  ]
Ireland
All
[  ]
$[  ]
Chile
All
[  ]
$[  ]
Israel
All
[  ]
$[  ]
China “A” Shares
All
[  ]
$[  ]
Italy
All
[  ]
$[  ]
China “B” Shares
All
[  ]
$[  ]
Jamaica*
All
[  ]
$[  ]
Columbia
All
[  ]
$[  ]
Japan
All
[  ]
$[  ]
Costa Rica
All
[  ]
$[  ]
Jordan
All
[  ]
$[  ]
Croatia
All
[  ]
$[  ]
Kazakhstan
All
[  ]
$[  ]
Cyprus*
All
[  ]
$[  ]
Kenya
All
[  ]
$[  ]
Czech Republic
All
[  ]
$[  ]
Latvia
Equities
[  ]
$[  ]
Denmark
All
[  ]
$[  ]
Latvia
Bonds
[  ]
$[  ]
Equador
All
[  ]
$[  ]
Lebanon
All
[  ]
$[  ]
Egypt
All
[  ]
$[  ]
Lithuania
All
[  ]
$[  ]
Luxembourg
All
[  ]
$[  ]
Slovak Republic
All
[  ]
$[  ]
Malaysia
All
[  ]
$[  ]
Slovenia
All
[  ]
$[  ]
Malta
All
[  ]
$[  ]
South Africa
All
[  ]
$[  ]
Mauritius
All
[  ]
$[  ]
South Korea
All
[  ]
$[  ]
Mexico
All
[  ]
$[  ]
Spain
All
[  ]
$[  ]
Morocco
All
[  ]
$[  ]
Sri Lanka
All
[  ]
$[  ]
Namibia
All
[  ]
$[  ]
Swaziland
All
[  ]
$[  ]
Netherlands
All
[  ]
$[  ]
Sweden
All
[  ]
$[  ]
New Zealand
All
[  ]
$[  ]
Switzerland
All
[  ]
$[  ]
Nigeria
All
[  ]
$[  ]
Taiwan
All
[  ]
$[  ]
Norway
All
[  ]
$[  ]
Thailand
All
[  ]
$[  ]
Oman
All
[  ]
$[  ]
Trinidad & Tobago*
All
[  ]
$[  ]
Pakistan
All
[  ]
$[  ]
Tunisia
All
[  ]
$[  ]
Palestinian Autonomous Areas*
All
[  ]
$[  ]
Turkey
All
[  ]
$[  ]
Peru
All
[  ]
$[  ]
UAE
All
[  ]
$[  ]
Philippines
All
[  ]
$[  ]
United Kingdom
All
 
[  ]
$[  ]
Poland
All
[  ]
$[  ]
Ukraine
All
[  ]
$[  ]
Portugal
All
[  ]
$[  ]
Uruguay
All
[  ]
$[  ]
Qatar
All
[  ]
$[  ]
Venezuela
All
[  ]
$[  ]
Romania
All
[  ]
$[  ]
Vietnam*
All
[  ]
$[  ]
Russia
Equities
[  ]
$[  ]
Zambia
All
[  ]
$[  ]
Russia
MINFINs
[  ]
$[  ]
       
Serbia*
All
[  ]
$[  ]
       
Singapore
All
[  ]
$[  ]
       
 
*   Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value: <$[  ] billion: 1 bp >$[  ] billion and <$[ ] billion: [ ] bps; >$[ ] billion: [ ] bps.

Base Fee - A monthly charge per account (fund) will apply based on the number of foreign securities held.
§  
[ ] – [ ] 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.

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 6 (six) months with the client will be charged $[ ] per claim.

Out of Pocket Expenses
§  
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.
§  
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.
§  
SWIFT reporting and message fees.

 
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