PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the
“Agreement”) is effective as of the 21st day of November, 2005, by and between
Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”),
on behalf of the Xxxxxxxx Small Cap Growth Fund (the “Fund”), a series of the
Trust, and the Advisor of the Fund, Xxxxxxxx Investment Management Group, LLC
(the “Advisor”).
WITNESSETH:
WHEREAS, the
Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated as of the 21st day of November 2005, (the “Investment Advisory
Agreement”); and
WHEREAS, the
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 the 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 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 the 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 the
Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to
that class of the Fund, on a monthly basis, the excess expense within 30 days of
being notified that an excess expense payment is due.
2.
DEFINITION. For
purposes of this Agreement, the term “Operating Expenses” with respect to each
class of the 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, 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, or the date of
the commencement of operations of the Fund, whichever is later (the “Effective
Date”), and shall remain in effect for a period of not less than two years from
the Effective Date, unless sooner terminated as provided in Paragraph 5 of this
Agreement. Following the initial two-year term, this Agreement shall remain in
effect for successive annual periods subject to renewal by the Board of Trustees
of the Trust (the “Board of Trustees”) on an annual basis at a time determined
by the Board of Trustees (the “Annual Renewal Date”).
5.
TERMINATION. This
Agreement may be terminated at any time, and without payment of any penalty, by
the Board of Trustees, on behalf of the Fund, upon sixty (60) days’ written
notice to the Advisor. This Agreement may be terminated by the Advisor upon
written notice to the Board of Trustees at least sixty (60) days prior to the
next Annual Renewal Date of the Agreement; however, upon providing such notice
the Advisor shall continue to honor its obligations under this Agreement until
the next Annual Renewal Date. 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. For
the avoidance of doubt, and subject to the fiduciary obligations of the Board of
Trustees, the Advisor’s right to receive reimbursement of any excess expense
payments pursuant to Section 3 hereto shall continue following any termination
of this agreement.
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.
| PROFESSIONALLY MANAGED | XXXXXXXX INVESTMENT MANAGEMENT GROUP, LLC |
| PORTFOLIOS | |
| on behalf of | |
| the Xxxxxxxx Small Cap Growth Fund | |
| By: /s/ Xxxxxx Xxxxxx | By: /s/ Xxxxxx X. Xxxxxxx |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxx Xxxxxx Xxxxxxx |
| Title: President | Title: President |
Appendix
A
Fund Operating
Expense Limit
Xxxxxxxx
Small Cap Growth Fund 1.50%
