Document

EX-99.(H)(II)(A) 6 pmpfundservicing-amendxexf.htm AMENDMENT TO THE FUND SERVICING AGREEMENT Document

AMENDMENT TO THE

PROFESSIONALLY MANAGED PORTFOLIOS

FUND SERVICING AGREEMENT

THIS AMENDMENT effective as of November 21, 2024 (the “Effective Date”) to the Fund Servicing Agreement dated as of August 10, 2023 (the "Agreement") is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Akre Funds and U.S. Bank N.A., a national banking association (the "Fund Services").

RECITALS

WHEREAS, the parties entered into the Agreement;

WHEREAS, the parties had previously entered into a Fund Administration Servicing Agreement, dated June 22, 2006, as amended (the “Administration Agreement”), a Fund Accounting Servicing Agreement, dated June 22, 2006, as amended (the “Accounting Agreement”), and a Transfer Agent Servicing Agreement, dated June 22, 2006, as amended (the “Transfer Agent Agreement”) (collectively referred to herein as the “Servicing Agreements, dated June 22, 2006”);

WHEREAS, the parties desire to amend the Agreement to add an Exhibit for Akre Capital Management, LLC and to add the following fund:

•Akre Focus ETF

WHEREAS, the parties desire to amend the Agreement to add the following fund and applicable fees from the Servicing Agreements, dated June 22, 2006 to the Exhibit for Akre Capital Management, LLC:

•Akre Focus Fund

WHEREAS, Section 13(F) of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

1.As of the Effective Date, the attached Exhibit for Akre Capital Management, LLC is hereby added to the Agreement.

2.As of the Effective Date, Exhibit HH to the Administration Agreement is hereby superseded by the Exhibit for Akre Capital Management, LLC attached hereto.

3.As of the Effective Date, Exhibit HH to the Accounting Agreement is hereby superseded by the Exhibit for Akre Capital Management, LLC attached hereto.

4.As of the Effective Date. Exhibit HH to the Transfer Agent Agreement is hereby superseded by the Exhibit for Akre Capital Management, LLC attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

SIGNATURES ON NEXT PAGE

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 Effective Date.

PROFESSIONALLY MANAGED U.S. BANK N.A.

PORTFOLIOS

By: /s/Elaine E. Richards____________ By: /s/Greg Farley _______________

Name: Elaine E. Richards___________ Name: Greg Farley __________

Title: Vice President and Secretary____ Title:Sr. Vice President____________

Date: December 16, 2024____________ Date: December 16, 2024__________

Exhibit for Akre Capital Management, LLC

Professionally Management Portfolios Fund Servicing Agreement

Name of ETF (Fees Applicable to ETFs)

Akre Focus ETF

Fund Start-up & Registration Services Project Fee Schedule

Regulatory Administration Services

New fund launch – $- per fund or as negotiated

Ongoing Annual Regulatory Administration Services, including supplements, Included in annual fee per fund –

Additional projects such as new share class launch, multi-managed funds, SEC exemptive order applications, expedited filings, asset conversion, and proxies – as negotiated based upon specific requirements

Above fees are applicable when all new funds are registered in same statutory prospectus.

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Postage, if necessary

Federal and state regulatory filing fees

Expenses from Board of Trustee meetings

Third party auditing and legal expenses

EDGAR/iXBRL filing (may be charged by third-party or U.S. Bank)

All other Miscellaneous expenses

Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC.

Base Fee for Accounting, Administration Services

The following reflects the greater of the basis point fee or annual minimum1 where Akre Capital Management, LLC (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.

Fund Accounting Annual Fee Based Upon Average Net Assets Per Fund*

- basis points on the first $-

- basis points on the next $-

- basis points on the balance

Fund Administration Annual Fee Based Upon Average Net Assets Per Fund*

- basis points on the first $-

- basis points on the next $-

- basis point on the balance

Base Fee for ETF Services

Annual Fee per fund

ETF Order Taking $- per fund

ETF Transfer Agency $- per order (Create or Redeem)

Basket Creation

Equities/Cash -bps

International Securities/Derivatives -bps

Fixed AP Fee TBD/fund

Optional Services

ETF Stock Splits $-

ETF Liquidation $-

ETF Slippage Calculations $-Fund/Year

See APPENDIX A for Services and Associated Fees in addition to the Base Fee

See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

APPENDIX A

Accounting, Administration Services (in addition to the Base Fee)

Data Services

Pricing and Security Setup Services

For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$- – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$- – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

$- – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds.

$- – Bank Loans

Derivative Instruments are generally charged at the following rates:

o$- – Interest Rate Swaps, Foreign Currency Swaps

o$- – Swaptions

o$- – Credit Default Swaps

$- Intraday money market funds pricing, up to 3 times per day

$- per Month Manual Security Pricing (>25per day)

Note: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDO and complex derivative instruments, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services

$- per Foreign Equity Security per Month for Corporate Action Services

$- per Domestic Equity Security per Month for Corporate Action Services

$- per CMO and Asset Backed Security per Month / $- for ETF Funds per month for Factor Services

$- per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds

$- per Fixed Income Security per Month for ETF funds only for ETF income projections

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

$- per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

All Data Service charges are subject to change based on cost increases from underlying data providers.

Trust Chief Compliance Officer Annual Fee

$- for the first fund (subject to Board approval)

$- for each additional fund 2-5 (subject to change based on Board review and approval)

$-or each fund over 5 funds

$- per sub-adviser per fund (capped at $- per sub-adviser over the fund complex)

Per adviser relationship, and subject to change based upon board review and approval

SEC Modernization Requirements

Form N-PORT – $- per year, per Fund

Form N-CEN – $- per year, per Fund

Tailored shareholder reporting - $-per year, per Fund (first class), $- per year for each additional class

Expense Processing and Budgeting Services – Non-Unitary Fee ETFs:

Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:

$- per year, per Fund

Section 15(c) Reporting

$- per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

•Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report

•Performance reporting package: Peer Comparison Report

Additional 15(c) reporting is subject to additional charges

Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

APPENDIX B

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)

Daily Compliance Services

■$ - per trust per year - Base fee

■ Additional fee of $- per fund per year

SEC Derivatives Rule 18f-4 Confluence Technologies Offering


Offering			Price per Fund per Month*
Limited Derivatives User			$-
Full Derivatives User (no OTC derivatives)			$-
Full Derivative User (with 1-5 OTC derivatives)			$-
Full Derivative User (with 5 or more OTC derivatives)			$-
Closed Fund Data Maintenance Fee			$-

*Additional fees may apply from index providers

Fees for Special Situation:

Fee will be assessed.

Rule 2a-5 Supplemental Services:


Percentage of individual level 2 instruments held by a Fund			Monthly Fee for Such Fund1
5% or less			$-
More than 5% but less than 25%			$-
25% or more			$-

Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS’ ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS’ sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.

1 Subject to annual “CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

1 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.

C- Corp Administrative Services

1940 Act C-Corp – U.S. Bank Fee Schedule plus $-

1933 Act C-Corp – U.S. Bank Fee Schedule plus $-

Controlled Foreign Corporation (CFC)

U.S. Bank Fee Schedule plus $-

Optional Tax Services:

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $-per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $- per additional estimate

State tax returns - (First two included in core services) – $- per additional return

Tax Reporting – C-Corporations

Federal Tax Returns

Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $-

Prepare Federal and State extensions (If Applicable) – Included in the return fees

Prepare provision estimates – $- Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $- per state return

•Sign state income tax returns – $- per state return

•Assist in filing state income tax returns – Included with preparation of returns

•State tax notice consultative support and resolution – $- per fund

Exhibit for Akre Capital Management, LLC

Professionally Management Portfolios Fund Servicing Agreement

Name of Fund (Fees Applicable to Mutual Funds)

Akre Focus Fund

Fund Start-up & Registration Services Project Fee Schedule

Regulatory Administration Services

New fund launch – $- per fund or as negotiated

Ongoing Annual Regulatory Administration Services, including supplements (included in annual fee per fund)

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Postage, if necessary

Federal and state filing fees

Expenses from Board of Trustee meetings

Third party auditing and legal expenses

EDGAR/iXBRL filing (may be charged by third-party or U.S. Bank)

All other Miscellaneous expenses

Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC.

Fund Accounting Annual Fee Based Upon Average Net Assets Per Fund*

- basis points on the first $-

- basis points on the next $-

- basis points on the balance

Minimum Annual Fee: $- per fund

Additional fee of $- for each additional class

Fund Administration Annual Fee Based Upon Average Net Assets Per Fund*

- basis points on the first $-

- basis points on the next $-

- basis points on the balance

Minimum Annual Fee: $- per fund

Additional fee of $- for each additional class.

Services Included in Annual Fee Per Fund

Advisor Information Source – On-line access to portfolio management and compliance information.

Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.

U.S. Bank Regulatory Administration (e.g., annual registration statement update)

Core Tax Services – See Additional Services Fee Schedule

Data Services

Pricing and Security Setup Services

For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$- – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$- – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

$- – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds.

$- – Bank Loans

Derivative Instruments are generally charged at the following rates:

o$- – Interest Rate Swaps, Foreign Currency Swaps

o$- – Swaptions

o$- – Credit Default Swaps

$- - Intraday money market funds pricing, up to 3 times per day

$- per Month Manual Security Pricing (>25per day)

Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action and Factor Services (security paydown & prepayment time series)

$- per Foreign Equity Security per Month for Corporate Action Services

$- per Domestic Equity Security per Month for Corporate Action Services

$- per CMO and Asset Backed Security per Month for Factor Services

$- per Mortgage-Backed Security per Month for Factor Services

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

$- per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

All Data Service charges are subject to change based on cost increases from underlying data providers.

SEC Modernization Requirements

Form N-PORT – $- per year, per Fund

Form N-CEN – $- per year, per Fund

Trust Chief Compliance Officer (CCO) Services Annual Fee Schedule

$- for the first fund (subject to Board approval)

$- for each additional fund 2-5 (subject to change based on Board review and approval)

$- for each fund over 5 funds

$- per sub-adviser per fund (capped at $- per sub-adviser over the fund complex)

For more than one fund, fees will be aggregated and allocated equally.

TSR Pricing*

$- per year fund for the first class plus

$- per year per class after the first class

Core Tax Services

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs, postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional regulatory administration (e.g., subsequent new fund launch), daily compliance testing, Section 15(c) reporting, and additional services mutually agreed upon.

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 derivatives risk management and reporting requirements).

* Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

Fund Administration & Portfolio Compliance

Additional Services Fee Schedule

Transfer In-Kind

Tax Free Transfer In-Kind Cost Basis Tracking* – $- per sub-account per year

Daily Compliance Services

■$ -per fund group per year - Base fee

■ Additional fee of $- per fund per year (first fund included in base fee)

SEC Derivatives Rule 18f-4 Confluence Technologies Offering


Offering			Price per Fund per Month*
Limited Derivatives User			$-
Full Derivatives User (no OTC derivatives)			$-
Full Derivative User (with 1-5 OTC derivatives)			$-
Full Derivative User (with 5 or more OTC derivatives)			$-
Closed Fund Data Maintenance Fee			$-

*Additional fees may apply from index providers

Fees for Special Situation:

Fee will be assessed.

Rule 2a-5 Supplemental Services:


Percentage of individual level 2 instruments held by a Fund			Monthly Fee for Such Fund2
5% or less			$-
More than 5% but less than 25%			$-
25% or more			$-

Section 15(c) Reporting

$- per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

2 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.

•Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report

•Performance reporting package: Peer Comparison Report

Additional 15(c) reporting is subject to additional charges

Customized delivery of data:

TBD

Optional Tax Services

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $-per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $- per additional estimate

State tax returns - (First two included in core services) – $- per additional return

Tax Reporting – MLP C-Corporations

Federal Tax Returns

Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $-

Prepare Federal and State extensions (If Applicable) – Included in the return fees

Prepare provision estimates – $- Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $- per state return

•Sign state income tax returns – $- per state return

•Assist in filing state income tax returns – Included with preparation of returns

State tax notice consultative support and resolution – $- per fund

Adviser’s signature below is solely in acknowledgment of the above fee schedules and Exhibit for Akre Capital Management, LLC.

Akre Capital Management, LLC

By: /s/John Neff________________

Name: John Neff________________

Title: CEO and CIO______________

Date: December 12, 2024__________