PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT with BROWN INVESTMENT ADVISORY INCORPORATED
with
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INVESTMENT ADVISORY INCORPORATED
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 12th day
of April, 2010, by and between Professionally Managed Portfolios, a
Massachusetts business trust (the “Trust”), on behalf of the series of the Trust
listed on Schedule A, which may be amended from time to time (the “Funds”),
and the Advisor of the Funds, ▇▇▇▇▇ Investment Advisory Incorporated (the
“Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders
advice and services to the Funds pursuant to the terms and provisions of an
Investment Advisory Agreement between the Trust and the Advisor dated as of the
12th day
of April, 2010, (the “Investment Advisory Agreement”); and
WHEREAS, the Funds, and each
of its respective classes, is responsible for, and has assumed the obligation
for, payment of certain expenses pursuant to the Investment Advisory Agreement
that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires
to limit each Fund’s Operating Expenses (as that term is defined in
Paragraph 2 of this Agreement) pursuant to the terms and provisions of this
Agreement, and the Trust (on behalf of the Funds) desires to allow the Advisor
to implement those limits;
NOW THEREFORE, in
consideration of the covenants and the mutual promises hereinafter set forth,
the parties, intending to be legally bound hereby, mutually agree as
follows:
1. LIMIT ON OPERATING
EXPENSES. The Advisor hereby agrees to limit each class
of each Fund’s current Operating Expenses to an annual rate,
expressed as a percentage of each class’s respective average annual net assets
to the amounts listed in Appendix A (the “Annual Limits”). In the event that the
current Operating Expenses of a class of the Funds, as accrued each month,
exceed its Annual Limit, the Advisor will pay to that class of the Funds, on a
monthly basis, the excess expense within fifteen 15 calendar days, or such other
period as determined by the Board of Trustees of the Trust, of being notified
that an excess expense payment is due. In the event that the
Board of Trustees of the Trust determines that an excess expense payment due
date be other than 15 calendar days, the Trust will provide the Advisor with ten
10 calendar days written notice prior to the implementation of such other excess
expense payment due date.
2. DEFINITION. For purposes of
this Agreement, the term “Operating Expenses” with respect to each class of the
Funds, is defined to include all expenses necessary or appropriate for the
operation of the Funds and each of its classes, including the Advisor’s
investment advisory or management fee detailed in the Investment Advisory
Agreement, any Rule 12b-1 fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred
loads, taxes, leverage interest, brokerage commissions, acquired fund fees and
expenses, expenses incurred in connection with any merger or reorganization, or
extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND
EXPENSES. The Advisor retains its right to receive reimbursement of any
excess expense payments paid by it pursuant to this Agreement under the same
terms and conditions as it is permitted to receive reimbursement of reductions
of its investment management fee under the Investment Advisory
Agreement.
4. TERM. This Agreement shall
become effective on the date specified herein and shall remain in effect
indefinitely and for a period of not less than two years, unless sooner
terminated as provided in Paragraph 5 of this Agreement.
5. TERMINATION. This Agreement
may be terminated at any time, and without payment of any penalty, by the Board
of Trustees of the Trust, on behalf of the Funds, upon sixty (60) days’ written
notice to the Advisor. This Agreement may not be terminated by the Advisor
without the consent of the Board of Trustees of the Trust, which consent will
not be unreasonably withheld. This Agreement will automatically terminate if the
Investment Advisory Agreement is terminated, with such termination effective
upon the effective date of the Investment Advisory Agreement’s
termination.
6. ASSIGNMENT. This Agreement
and all rights and obligations hereunder may not be assigned without the written
consent of the other party.
7. SEVERABILITY. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
8. GOVERNING LAW. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act of 1940, and the Investment Advisers Act of 1940, and any rules and
regulations promulgated thereunder.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and attested by
their duly authorized officers, all on the day and year first above
written.
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on
behalf of the series listed on Schedule A
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INVESTMENT ADVISORY INCORPORATED
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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: Treasurer
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Appendix
A
▇▇▇▇▇ Advisory
Funds
Operating
Expense Limits
(as
a percentage of average daily net assets)
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Series of Professionally Managed Portfolios
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Institutional Shares
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Class A
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Class ▇
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Advisory Growth Equity Fund
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1.15%
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1.60%
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N/A
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Advisory Value Equity Fund
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1.15%
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1.60%
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N/A
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Advisory Flexible Value Fund
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1.15%
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1.35%
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N/A
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Advisory Small-Cap Growth Fund
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1.40%
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1.85%
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1.35%
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Cardinal Small Companies Fund
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1.40%
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1.85%
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N/A
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Advisory Small-Cap Fundamental Value Fund
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1.40%
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1.85%
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N/A
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Advisory Opportunity Fund
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1.50%
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1.70%
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N/A
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Advisory Core International Fund
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1.50%
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N/A
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N/A
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Advisory Maryland Bond Fund
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0.60%
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N/A
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N/A
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Advisory Intermediate Income Fund
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0.60%
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0.80%
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N/A
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