AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
AMENDMENT TO THE
AMENDED AND RESTATED CUSTODY AGREEMENT
THIS AMENDMENT, dated as of the 15th day of November, 2016, to the Amended and Restated Custody Agreement, originally made and entered into as of June 22, 2006, and amended and restated as of May 15, 2013 (the "Agreement"), is entered into by and between Professionally Managed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 Osterweis Funds, listed on Amended Exhibit F attached hereto (as amended from time to time), and U.S. Bank N.A., a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add the
Osterweis Emerging Opportunity Fund and Osterweis Total Return Fund; 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:
Amended Exhibit F to the Agreement is hereby superseded and replaced with Amended Exhibit F attached hereto.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.
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U.S. BANK, N.A.
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
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Title: Senior Vice President
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11/2016
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1
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Amended Exhibit F
to the Professionally Managed Portfolios Amended and Restated Custody Agreement
Name of Series
Osterweis Fund
Osterweis Strategic Income Fund
Osterweis Strategic Investment Fund
Osterweis Institutional Equity Fund
Osterweis Emerging Opportunity Fund
Osterweis Total Return Fund
Custody Services Fee Schedule
As of March 1, 2016
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
Plus portfolio transaction fees
Portfolio Transaction Fees
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§
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$[ ] – Book entry DTC transaction, Federal Reserve transaction
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§
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$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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§
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$[ ] – Option/SWAPS/future contract written, exercised or expired
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§
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$[ ] – Principal paydown
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§
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$[ ] – Mutual fund trade, Fed wire, margin variation Fed wire
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§
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$[ ] – Physical security transaction
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§
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$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Miscellaneous 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, SWIFT charges and extraordinary expenses based upon complexity.
Additional Services
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§
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Additional fees apply for global servicing.
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§
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Sub Advised Funds - $[ ] per custody account per year
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§
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$[ ] – Segregated account per year
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§
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No charge for the initial conversion free receipt.
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§
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Overdrafts – charged to the account at prime interest rate plus [ ] unless a line of credit is in place.
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* Subject to annual CPI increase - All Urban Consumers - U.S. City Average. -- WAIVED
Fees are calculated pro rata and billed monthly.
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11/2016
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2
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Amended Exhibit F (continued)
to the Professionally Managed Portfolios Amended and Restated Custody Agreement
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ADDITIONAL GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at March 1, 2016**
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||||||||
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Argentina
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All
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[ ]
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$[ ]
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Lebanon
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All
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[ ]
|
$[ ]
|
|
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Australia
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All
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[ ]
|
$[ ]
|
Lithuania
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All
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[ ]
|
$[ ]
|
|
|
Austria
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All
|
[ ]
|
$[ ]
|
Luxembourg
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All
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[ ]
|
$[ ]
|
|
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Bahrain
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All
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[ ]
|
$[ ]
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Malaysia
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All
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[ ]
|
$[ ]
|
|
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Bangladesh
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All
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[ ]
|
$[ ]
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Mali*
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All
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[ ]
|
$[ ]
|
|
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Belgium
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All
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[ ]
|
$[ ]
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Malta
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All
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[ ]
|
$[ ]
|
|
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Benin*
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All
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[ ]
|
$[ ]
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Mauritius
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All
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[ ]
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$[ ]
|
|
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Bermuda
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All
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[ ]
|
$[ ]
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Mexico
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All
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[ ]
|
$[ ]
|
|
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Botswana
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All
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[ ]
|
$[ ]
|
Morocco
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All
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[ ]
|
$[ ]
|
|
|
Brazil
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All
|
[ ]
|
$[ ]
|
Namibia
|
All
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[ ]
|
$[ ]
|
|
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Bulgaria
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All
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[ ]
|
$[ ]
|
Netherlands
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All
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[ ]
|
$[ ]
|
|
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Burkina Faso*
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All
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[ ]
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$[ ]
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New Zealand
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All
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[ ]
|
$[ ]
|
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Canada
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All
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[ ]
|
$[ ]
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Niger*
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All
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[ ]
|
$[ ]
|
|
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Cayman Islands*
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All
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[ ]
|
$[ ]
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Nigeria
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All
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[ ]
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$[ ]
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Channel Islands*
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All
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[ ]
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$[ ]
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Norway
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All
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[ ]
|
$[ ]
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|
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Chile
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All
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[ ]
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$[ ]
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Oman
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All
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[ ]
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$[ ]
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China"A" Shares
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All
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[ ]
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$[ ]
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Pakistan
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All
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[ ]
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$[ ]
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China"B" Shares
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All
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[ ]
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$[ ]
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Peru
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All
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[ ]
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$[ ]
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|
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Columbia
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All
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[ ]
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$[ ]
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Philippines
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All
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[ ]
|
$[ ]
|
|
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Costa Rica
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All
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[ ]
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$[ ]
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Poland
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All
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[ ]
|
$[ ]
|
|
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Croatia
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All
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[ ]
|
$[ ]
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Portugal
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All
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[ ]
|
$[ ]
|
|
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Cyprus*
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All
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[ ]
|
$[ ]
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Qatar
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All
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[ ]
|
$[ ]
|
|
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Czech Republic
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All
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[ ]
|
$[ ]
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Romania
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All
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[ ]
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$[ ]
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|
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Denmark
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All
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[ ]
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$[ ]
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Russia
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Equities/Bonds
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[ ]
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$[ ]
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|
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Ecuador
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All
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[ ]
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$[ ]
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Russia
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MINFINs
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[ ]
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$[ ]
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Egypt
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All
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[ ]
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$[ ]
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Senegal*
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All
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[ ]
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$[ ]
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Estonia
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All
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[ ]
|
$[ ]
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Singapore
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All
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[ ]
|
$[ ]
|
|
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Euromarkets***
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All
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[ ]
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$[ ]
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Slovak Republic
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All
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[ ]
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$[ ]
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|
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Finland
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All
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[ ]
|
$[ ]
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Slovenia
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All
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[ ]
|
$[ ]
|
|
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France
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All
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[ ]
|
$[ ]
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South Africa
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All
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[ ]
|
$[ ]
|
|
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Germany
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All
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[ ]
|
$[ ]
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South Korea
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All
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[ ]
|
$[ ]
|
|
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Ghana
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All
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[ ]
|
$[ ]
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Spain
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All
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[ ]
|
$[ ]
|
|
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Greece
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All
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[ ]
|
$[ ]
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Sri Lanka
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All
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[ ]
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$[ ]
|
|
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Guinea Bissau*
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All
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[ ]
|
$[ ]
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Swaziland
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All
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[ ]
|
$[ ]
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|
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Hong Kong
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All
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[ ]
|
$[ ]
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Sweden
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All
|
[ ]
|
$[ ]
|
|
|
Hungary
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All
|
[ ]
|
$[ ]
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Switzerland
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All
|
[ ]
|
$[ ]
|
|
|
Iceland
|
All
|
[ ]
|
$[ ]
|
Taiwan
|
All
|
[ ]
|
$[ ]
|
|
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India
|
All
|
[ ]
|
$[ ]
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Thailand
|
All
|
[ ]
|
$[ ]
|
|
|
Indonesia
|
All
|
[ ]
|
$[ ]
|
Togo*
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All
|
[ ]
|
$[ ]
|
|
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Ireland
|
All
|
[ ]
|
$[ ]
|
Trinidad & Tobago*
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All
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[ ]
|
$[ ]
|
|
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Israel
|
All
|
[ ]
|
$[ ]
|
Tunisia
|
All
|
[ ]
|
$[ ]
|
|
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Italy
|
All
|
[ ]
|
$[ ]
|
Turkey
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All
|
[ ]
|
$[ ]
|
|
|
Ivory Coast
|
All
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[ ]
|
$[ ]
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UAE
|
All
|
[ ]
|
$[ ]
|
|
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Jamaica*
|
All
|
[ ]
|
$[ ]
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United Kingdom
|
All
|
[ ]
|
$[ ]
|
|
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Japan
|
All
|
[ ]
|
$[ ]
|
Ukraine
|
All
|
[ ]
|
$[ ]
|
|
|
Jordan
|
All
|
[ ]
|
$[ ]
|
Uruguay
|
All
|
[ ]
|
$[ ]
|
|
|
Kazakhstan
|
All
|
[ ]
|
$[ ]
|
Venezuela
|
All
|
[ ]
|
$[ ]
|
|
|
Kenya
|
All
|
[ ]
|
$[ ]
|
Vietnam*
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Equities
|
[ ]
|
$[ ]
|
Zambia
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Bonds
|
[ ]
|
$[ ]
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* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Safekeeping and transaction fees are assessed on security and currency transactions.
*** Euromarkets – Non-Eurobonds; surcharges may vary by local market.
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11/2016
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3 |
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Amended Exhibit F (continued)
to the Professionally Managed Portfolios Amended and Restated Custody Agreement
ADDITIONAL GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE (continued) at March 1, 2016
Base Fee - A monthly base charge of $[ ] per account (fund) will apply, unless no global securities are held in a given month. If no global securities are held within a given month, the $[ ] monthly base charge will not apply for that month.
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§
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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
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§
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For all other markets specified above, surcharges may apply if a security is held outside of the local market.
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Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
Miscellaneous Expenses
|
§
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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, foreign exchange transactions, stock exchange fees, 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.
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§
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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.
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§
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SWIFT reporting and message fees.
|
Advisor's Signature not required as the fees are not being changed only the Osterweis
Emerging Opportunity Fund and Osterweis Total Return Fund are being added.
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11/2016
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4
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