custody.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 BP Capital Funds, listed on Exhibit T 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 T 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

Exhibit T

to the

Professionally Managed Portfolios Custody Agreement

Name of Series	Date Added
BP Capital TwinLine Energy Fund	on or after November 11, 2013
BP Capital TwinLine MLP 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 [ ].

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 calculated pro rata and billed monthly.

Advisor’s Signature below acknowledges approval of the domestic and global custody fee schedules on this Exhibit T.

BP CAPITAL FUND ADVISORS, LLC

By: /s/ Toby J. Loftin

Name: Toby J. Loftin

Title: Managing Member Date: December 23, 2013

Exhibit T (continued) to the Professionally Managed Portfolios Custody Agreement

Global Sub-Custodial Services Annual Fee Schedule at November 2013

* 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.

COUNTRY

INSTRUMENT

SAFEKEEPING (BPS)

TRANSACTION FEE

COUNTRY

INSTRUMENT

SAFEKEEPING (BPS)

TRANSACTION FEE

COUNTRY

INSTRUMENT

SAFEKEEPING (BPS)

TRANSACTION FEE

COUNTRY

INSTRUMENT

SAFEKEEPING

(BPS)

TRANSACTION FEE

Argentina

All

[ ]

$[ ]

Estonia

All

[ ]

$[ ]

Luxembourg

All

[ ]

$[ ]

Slovak Republic

All

[ ]

$[ ]

Australian

All

[ ]

$[ ]

Euromarkets**

All

[ ]

$[ ]

Malaysia

All

[ ]

$[ ]

Slovenia

All

[ ]

$[ ]

Austria

All

[ ]

$[ ]

Finland

All

[ ]

$[ ]

Malta

All

[ ]

$[ ]

South Africa

All

[ ]

$[ ]

Bahrain

All

[ ]

$[ ]

France

All

[ ]

$[ ]

Mauritius

All

[ ]

$[ ]

South Korea

All

[ ]

$[ ]

Bangladesh

All

[ ]

$[ ]

Germany

All

[ ]

$[ ]

Mexico

All

[ ]

$[ ]

Spain

All

[ ]

$[ ]

Belgium

All

[ ]

$[ ]

Ghana

All

[ ]

$[ ]

Morocco

All

[ ]

$[ ]

Sri Lanka

All

[ ]

$[ ]

Bermuda

All

[ ]

$[ ]

Greece

All

[ ]

$[ ]

Namibia

All

[ ]

$[ ]

Swaziland

All

[ ]

$[ ]

Botswana

All

[ ]

$[ ]

Hong Kong

All

[ ]

$[ ]

Netherlands

All

[ ]

$[ ]

Sweden

All

[ ]

$[ ]

Brazil

All

[ ]

$[ ]

Hungary

All

[ ]

$[ ]

New Zealand

All

[ ]

$[ ]

Switzerland

All

[ ]

$[ ]

Bulgaria

All

[ ]

$[ ]

Iceland

All

[ ]

$[ ]

Nigeria

All

[ ]

$[ ]

Taiwan

All

[ ]

$[ ]

Canada

All

[ ]

$[ ]

India

All

[ ]

$[ ]

Norway

All

[ ]

$[ ]

Thailand

All

[ ]

$[ ]

Cayman Islands

All

[ ]

$[ ]

Indonesia

All

[ ]

$[ ]

Oman

All

[ ]

$[ ]

Trinidad & Tobago*

All

[ ]

$[ ]

Channel Islands

All

[ ]

$[ ]

Ireland

All

[ ]

$[ ]

Pakistan

All

[ ]

$[ ]

Tunisia

All

[ ]

$[ ]

Chile

All

[ ]

$[ ]

Israel

All

[ ]

$[ ]

Palestinian Autonomous Areas*

All

[ ]

$[ ]

Turkey

All

[ ]

$[ ]

China “A” Shares

All

[ ]

$[ ]

Italy

All

[ ]

$[ ]

Peru

All

[ ]

$[ ]

UAE

All

[ ]

$[ ]

China “B” Shares

All

[ ]

$[ ]

Jamaica*

All

[ ]

$[ ]

Philippines

All

[ ]

$[ ]

United Kingdom

All

[ ]

$[ ]

Columbia

All

[ ]

$[ ]

Japan

All

[ ]

$[ ]

Poland

All

[ ]

$[ ]

Ukraine

All

[ ]

$[ ]

Costa Rica

All

[ ]

$[ ]

Jordan

All

[ ]

$[ ]

Portugal

All

[ ]

$[ ]

Uruguay

All

[ ]

$[ ]

Croatia

All

[ ]

$[ ]

Kazakhstan

All

[ ]

$[ ]

Qatar

All

[ ]

$[ ]

Venezuela

All

[ ]

$[ ]

Cyprus*

All

[ ]

$[ ]

Kenya

All

[ ]

$[ ]

Romania

All

[ ]

$[ ]

Vietnam*

All

[ ]

$[ ]

Czech Republic

All

[ ]

$[ ]

Latvia

Equities

[ ]

$[ ]

Russia

Equities

[ ]

$[ ]

Zambia

All

[ ]

$[ ]

Denmark

All

[ ]

$[ ]

Latvia

Bonds

[ ]

$[ ]

Russia

MINFINs

[ ]

$[ ]

Equador

All

[ ]

$[ ]

Lebanon

All

[ ]

$[ ]

Serbia*

All

[ ]

$[ ]

Egypt

All

[ ]

$[ ]

Lithuania

All

[ ]

$[ ]

Singapore

All

[ ]

$[ ]

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 $50.

Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] ([ ]) 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.