PROFESSIONALLY MANAGED PORTFOLIOS INTERIM OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 31st day of
March, 2009, by and between Professionally Managed Portfolios, a Massachusetts
business trust (the “Trust”), on behalf of each series of the Trust listed on
Schedule A, as may be amended from time to time (each a “Fund” and collectively,
the “Funds”) and Xxxxx Investment Advisory Incorporated (the
“Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders
advice and services to each Fund pursuant to the terms and provisions of an
Interim Investment Advisory Agreement between the Trust and the Advisor dated as
of the 31st day of
March 2009, (the “Investment Advisory Agreement”); and
WHEREAS, each Fund, 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 each Fund) 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’ 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 each Fund, as accrued each month, exceed its Annual Limit, the Advisor
will pay to that class of a Fund, 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 fifteen (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 each
Fund, is defined to include all expenses necessary or appropriate for the
operation of the Fund 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, Acquired Fund Fees and Expenses, taxes, leverage interest, brokerage
commissions, 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 one year, 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 each Fund, 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 each series of the Trust listed on
Schedule A
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By:
/s/Xxxxxx X.
Xxxxxx
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Name: Xxxxxx X.
Xxxxxx
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Title:
President
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XXXXX
INVESTMENT ADVISORY INCORPORATED
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By:
/s/Xxxxx X.
Xxxxxxxxx
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Name: Xxxxx X.
Xxxxxxxxx
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Title:
Chief Financial
Officer
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Appendix
A
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Fund/Classes
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Operating Expense Limit
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Xxxxxxx
Xxxxx Growth Fund
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Investor Shares
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1.45%
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Institutional
Shares
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1.20%
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Xxxxxxx
Xxxxx Solutions Fund
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Investor Shares
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1.25%
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Institutional
Shares
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1.00%
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Approved
by the Board of Trustees: March 31, 2009
