PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Congress Asset Management Company
With
Congress
Asset Management Company
THIS INVESTMENT ADVISORY
AGREEMENT is made as of the 31st day of
March, 2009, by and between Professionally Managed Portfolios, a Massachusetts
business trust (the “Trust”), on behalf of the series listed on
Schedule A, which may be amended from time to time (each a “Fund”) and
Congress Asset Management Company (the “Advisor”).
WITNESSETH:
WHEREAS, the Trust is an
open-end management investment company, registered as such under the Investment
Company Act of 1940 (the “Investment Company Act”); and
WHEREAS, each Fund listed on
Schedule A is a series of the Trust having separate assets and liabilities;
and
WHEREAS, the Advisor is
registered as an investment adviser under the Investment Advisers Act of 1940
(the “Advisers Act”) and is engaged in the business of supplying investment
advice as an independent contractor; and
WHEREAS, the Trust desires to
retain the Advisor to render advice and services to the Fund pursuant to the
terms and provisions of this Agreement, and the Advisor desires to furnish said
advice and services;
NOW, THEREFORE, in
consideration of the covenants and the mutual promises hereinafter set forth,
the parties to this Agreement, intending to be legally bound hereby, mutually
agree as follows:
1. APPOINTMENT OF ADVISOR. The
Trust hereby employs the Advisor and the Advisor hereby accepts such employment,
to render investment advice and related services with respect to the assets of
the Fund for the period and on the terms set forth in this Agreement, subject to
the supervision and direction of the Trust’s Board of Trustees (the “Board of
Trustees”).
2.
DUTIES OF ADVISOR.
(a) GENERAL DUTIES. The Advisor
shall act as investment adviser to the Fund and shall supervise investments of
the Fund on behalf of the Fund in accordance with the investment objectives,
policies and restrictions of the Fund as set forth in the Fund’s and Trust’s
governing documents, including, without limitation, the Trust’s Agreement and
Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional
information and undertakings; and such other limitations, policies and
procedures as the Trustees may impose from time to time in writing to the
Advisor (collectively, the “Investment Policies”). In providing such
services, the Advisor shall at all times adhere to the provisions and
restrictions contained in the federal securities laws, applicable state
securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code
and other applicable law.
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Without
limiting the generality of the foregoing, the Advisor shall: (i) furnish the
Fund with advice and recommendations with respect to the investment of the
Fund’s assets and the purchase and sale of portfolio securities for the Fund,
including the taking of such steps as may be necessary to implement such advice
and recommendations (i.e., placing the orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate
supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies
for the Fund, file ownership reports under Section 13 of the Securities Exchange
Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of
the Fund; (iv) maintain the books and records required to be maintained by the
Fund except to the extent arrangements have been made for such books and records
to be maintained by the administrator or another agent of the Fund; (v) furnish
reports, statements and other data on securities, economic conditions and other
matters related to the investment of the Fund’s assets which the Fund’s
administrator or distributor or the officers of the Trust may reasonably
request; and (vi) render to the Trust’s Board of Trustees such periodic and
special reports with respect to the Fund’s investment activities as the Board
may reasonably request, including at least one in-person appearance annually
before the Board of Trustees.
(b) BROKERAGE. The Advisor
shall be responsible for decisions to buy and sell securities for the Fund, for
broker-dealer selection, and for negotiation of brokerage commission rates,
provided that the Advisor shall not direct orders to an affiliated person of the
Advisor without general prior authorization to use such affiliated broker or
dealer from the Trust’s Board of Trustees. The Advisor’s primary consideration
in effecting a securities transaction will be execution at the most favorable
price. In selecting a broker-dealer to execute each particular transaction, the
Advisor may take the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer; the
size of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund on a
continuing basis. The price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services
offered.
Subject
to such policies as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the 1934 Act, the Advisor shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides (directly or indirectly) brokerage or research services to
the Advisor an amount of commission for effecting a portfolio transaction in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction, if the Advisor determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Advisor’s overall
responsibilities with respect to the Trust. Subject to the same policies and
legal provisions, the Advisor is further authorized to allocate the orders
placed by it on behalf of the Fund to such brokers or dealers who also provide
research or statistical material, or other services, to the Trust, the Advisor,
or any affiliate of either. Such allocation shall be in such amounts and
proportions as the Advisor shall determine, and the Advisor shall report on such
allocations regularly to the Trust, indicating the broker-dealers to whom such
allocations have been made and the basis therefor.
On
occasions when the Advisor deems the purchase or sale of a security to be in the
best interest of the Fund as well as of other clients, the Advisor, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
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3.
REPRESENTATIONS OF THE ADVISOR.
(a) The
Advisor shall use its best judgment and efforts in rendering the advice and
services to the Fund as contemplated by this Agreement.
(b) The
Advisor shall maintain all licenses and registrations necessary to perform its
duties hereunder in good order.
(c) The
Advisor shall conduct its operations at all times in conformance with the
Advisers Act, the Investment Company Act, and any other applicable state and/or
self-regulatory organization regulations.
(d) The
Advisor shall maintain errors and omissions insurance in an amount at least
equal to that disclosed to the Board of Trustees in connection with their
approval of this Agreement.
4. INDEPENDENT CONTRACTOR. The
Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to do
so, have no authority to act for or represent the Trust or the Fund in any way,
or in any way be deemed an agent for the Trust or for the Fund. It is expressly
understood and agreed that the services to be rendered by the Advisor to the
Fund under the provisions of this Agreement are not to be deemed exclusive, and
the Advisor shall be free to render similar or different services to others so
long as its ability to render the services provided for in this Agreement shall
not be impaired thereby.
5. ADVISOR’S PERSONNEL. The
Advisor shall, at its own expense, maintain such staff and employ or retain such
personnel and consult with such other persons as it shall from time to time
determine to be necessary to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Advisor shall be deemed to include persons employed or retained
by the Advisor to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Advisor or the Trust’s Board of Trustees may desire
and reasonably request and any compliance staff and personnel required by the
Advisor.
6.
EXPENSES.
(a) With
respect to the operation of the Fund, the Advisor shall be responsible for (i)
the Fund’s organizational expenses; (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Fund; (iii) the
expenses of printing and distributing extra copies of the Fund’s prospectus,
statement of additional information, and sales and advertising materials (but
not the legal, auditing or accounting fees attendant thereto) to prospective
investors (but not to existing shareholders) to the extent such expenses are not
covered by any applicable plan adopted pursuant to Rule 12b-1 under the
Investment Company Act (each, a “12b-1 Plan”); (iv) the costs of any special
Board of Trustees meetings or shareholder meetings convened for the primary
benefit of the Advisor; and (v) any costs of liquidating or reorganizing the
Fund (unless such cost is otherwise allocated by the Board of Trustees). If the
Advisor has agreed to limit the operating expenses of the Fund, the Advisor also
shall be responsible on a monthly basis for any operating expenses that exceed
the agreed upon expense limit.
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(b) The
Fund is responsible for and has assumed the obligation for payment of all of its
expenses, other than as stated in Subparagraph 6(a) above, including but not
limited to: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses; all
expenses of transfer, receipt, safekeeping, servicing and accounting for the
cash, securities and other property of the Trust for the benefit of the Fund
including all fees and expenses of its custodian, shareholder services agent and
accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the Investment Company Act; taxes, if any; a
pro rata portion of expenditures in connection with meetings of the Fund’s
shareholders and the Board of Trustees that are properly payable by the Fund;
salaries and expenses of officers of the Trust, including without
limitation the Trust’s Chief Compliance Officer, and fees and expenses of
members of the Board of Trustees or members of any advisory board or committee
who are not members of, affiliated with or interested persons of the Advisor;
insurance premiums on property or personnel of the Fund which inure to its
benefit, including liability and fidelity bond insurance; the cost of preparing
and printing reports, proxy statements, prospectuses and statements of
additional information of the Fund or other communications for distribution to
existing shareholders which are covered by any 12b-1 Plan; legal, auditing and
accounting fees; all or any portion of trade association dues or educational
program expenses determined appropriate by the Board of Trustees; fees and
expenses (including legal fees) of registering and maintaining registration of
its shares for sale under applicable securities laws; all expenses of
maintaining and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing, redemption, and other
agents for the benefit of the Fund, if any; and all other charges and costs of
its operation plus any extraordinary and non-recurring expenses, except as
herein otherwise prescribed.
(c) The
Advisor may voluntarily or contractually absorb certain Fund
expenses.
(d) To
the extent the Advisor incurs any costs by assuming expenses which are an
obligation of the Fund as set forth herein, the Fund shall promptly reimburse
the Advisor for such costs and expenses, except to the extent the Advisor has
otherwise agreed to bear such expenses. To the extent the services for which the
Fund is obligated to pay are performed by the Advisor, the Advisor shall be
entitled to recover from such Fund to the extent of the Advisor’s actual costs
for providing such services. In determining the Advisor’s actual costs, the
Advisor may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
(e) To
the extent that the Advisor pays fees in addition to any Fund distribution or
servicing fees to financial intermediaries, including without limitation banks,
broker-dealers, financial advisors, or pension administrators, for
sub-administration, sub-transfer agency or any other shareholder servicing or
distribution services associated with shareholders whose shares are held in
omnibus or other group accounts, the Advisor shall report such payments
regularly to the Trust on the amounts paid and the relevant financial
institutions.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a) The
Fund shall pay to the Advisor, and the Advisor agrees to accept, as full
compensation for all services furnished or provided to such Fund pursuant to
this Agreement, an annual management fee at the rate set forth in Schedule A to
this Agreement.
(b) The
management fee shall be accrued daily by the Fund and paid to the Advisor on the
first business day of the succeeding month.
(c) The
initial fee under this Agreement shall be payable on the first business day of
the first month following the effective date of this Agreement and shall be
prorated as set forth below. If this Agreement is terminated prior to the end of
any month, the fee to the Advisor shall be prorated for the portion of any month
in which this Agreement is in effect which is not a complete month according to
the proportion which the number of calendar days in the month during which the
Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within ten (10) days after the date of
termination.
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(d) The
fee payable to the Advisor under this Agreement will be reduced to the extent of
any receivable owed by the Advisor to the Fund and as required under any expense
limitation applicable to the Fund.
(e) The
Advisor voluntarily may reduce any portion of the compensation or reimbursement
of expenses due to it pursuant to this Agreement and may agree to make payments
to limit the expenses which are the responsibility of the Fund under this
Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Advisor hereunder or to
continue future payments. Any such reduction will be agreed to prior to accrual
of the related expense or fee and will be estimated daily and reconciled and
paid on a monthly basis.
(f) Any
such reductions made by the Advisor in its fees or payment of expenses which are
the Fund’s obligation are subject to reimbursement by the Fund to the Advisor,
if so requested by the Advisor, in subsequent fiscal years if the aggregate
amount actually paid by the Fund toward the operating expenses for such fiscal
year (taking into account the reimbursement) does not exceed the applicable
limitation on Fund expenses. Under the expense limitation agreement, the Advisor
may recoup reimbursements made in any fiscal year of the Fund over the following
three fiscal years. Any such reimbursement is also contingent upon
Board of Trustees review and approval at time the reimbursement is made. Such
reimbursement may not be paid prior to the Fund’s payment of current ordinary
operating expenses.
(g) The
Advisor may agree not to require payment of any portion of the compensation or
reimbursement of expenses otherwise due to it pursuant to this Agreement. Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment of
any future compensation or reimbursement due to the Advisor
hereunder.
8. NO SHORTING; NO BORROWING.
The Advisor agrees that neither it nor any of its officers or employees shall
take any short position in the shares of the Fund. This prohibition shall not
prevent the purchase of such shares by any of the officers or employees of the
Advisor or any trust, pension, profit-sharing or other benefit plan for such
persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Investment Company Act. The Advisor agrees that neither it nor any of its
officers or employees shall borrow from the Fund or pledge or use the Fund’s
assets in connection with any borrowing not directly for the Fund’s benefit. For
this purpose, failure to pay any amount due and payable to the Fund for a period
of more than thirty (30) days shall constitute a borrowing.
9. CONFLICTS WITH TRUST’S GOVERNING
DOCUMENTS AND APPLICABLE LAWS. Nothing herein contained shall be deemed
to require the Trust or the Fund to take any action contrary to the Trust’s
Agreement and Declaration of Trust, By-Laws, or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of its responsibility
for and control of the conduct of the affairs of the Trust and Fund. In this
connection, the Advisor acknowledges that the Trustees retain ultimate plenary
authority over the Fund and may take any and all actions necessary and
reasonable to protect the interests of shareholders.
10. REPORTS AND ACCESS. The
Advisor agrees to supply such information to the Fund’s administrator and to
permit such compliance inspections by the Fund’s administrator as shall be
reasonably necessary to permit the administrator to satisfy its obligations and
respond to the reasonable requests of the Board of Trustees.
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11.
ADVISOR’S LIABILITIES AND INDEMNIFICATION.
(a) The
Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in the Fund’s offering
materials (including the prospectus, the statement of additional information,
advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion
therein.
(b) The
Advisor shall be liable to the Fund for any loss (including brokerage charges)
incurred by the Fund as a result of any improper investment made by the Advisor
in contradiction of the Investment Policies.
(c) In
the absence of willful misfeasance, bad faith, negligence, or reckless disregard
of the obligations or duties hereunder on the part of the Advisor, the Advisor
shall not be subject to liability to the Trust or the Fund or to any shareholder
of the Fund for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security by the
Fund. Notwithstanding the foregoing, federal securities laws and
certain state laws impose liabilities under certain circumstances on persons who
have acted in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which the Trust, the Fund or any
shareholder of the Fund may have under any federal securities law or state
law.
(d) Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, directors, officers and employees of the other party (any such
person, an “Indemnified Party”) against any loss, liability, claim, damage or
expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnifying Party’s
performance or non-performance of any duties under this Agreement; provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
(e) No
provision of this Agreement shall be construed to protect any Trustee or officer
of the Trust, or officer of the Advisor, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12. NON-EXCLUSIVITY; TRADING FOR
ADVISOR’S OWN ACCOUNT. The Trust’s employment of the Advisor is not an
exclusive arrangement. The Trust may from time to time employ other individuals
or entities to furnish it with the services provided for herein. Likewise, the
Advisor may act as investment adviser for any other person, and shall not in any
way be limited or restricted from buying, selling or trading any securities for
its or their own accounts or the accounts of others for whom it or they may be
acting; provided, however, that the Advisor expressly represents that it will
undertake no activities which will adversely affect the performance of its
obligations to the Fund under this Agreement; and provided further that the
Advisor will adhere to a code of ethics governing employee trading and trading
for proprietary accounts that conforms to the requirements of the Investment
Company Act and the Advisers Act and has been approved by the Board of
Trustees.
13. TRANSACTIONS WITH
OTHER INVESTMENT ADVISERS. The Advisor is not an affiliated person of any
investment adviser responsible for providing advice with respect to any other
series of the Trust, or of any promoter, underwriter, officer, director, member
of an advisory board or employee of any other series of the
Trust. The Advisor shall not consult with the investment adviser of
any other series of the Trust concerning transactions for the Fund or any other
series of the Trust.
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14.
TERM.
(a) This
Agreement shall become effective at the time the Fund commences operations
pursuant to an effective amendment to the Trust’s Registration Statement under
the Securities Act of 1933 and shall remain in effect for a period of two (2)
years, unless sooner terminated as hereinafter provided. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (l) year
so long as such continuation is approved at least annually by (i) the Board of
Trustees or by the vote of a majority of the outstanding voting securities of
the Fund and (ii) the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement nor interested persons thereof, cast in person at
a meeting called for the purpose of voting on such approval. The terms “majority
of the outstanding voting securities” and “interested persons” shall have the
meanings set forth in the Investment Company Act.
(b) The
Advisor warrants that the Funds’ names are not deceptive or misleading and that
the Advisor has rights to any distinctive names used by each
Fund. Each Fund acknowledges that its use of any distinctive name is
derivative of its relationship with the Advisor. Each Fund may use
the name connected with the Advisor or any name derived from or using the name
of the Advisor only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect. Within sixty (60) days from such
time as this Agreement shall no longer be in effect, the Funds shall cease to
use such names or any other name connected with the Advisor.
15.
TERMINATION; NO ASSIGNMENT.
(a) This
Agreement may be terminated by the Trust on behalf of the Fund at any time
without payment of any penalty, by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Fund, upon sixty (60) days’
written notice to the Advisor, and by the Advisor upon sixty (60) days’ written
notice to the Fund. In the event of a termination, the Advisor shall cooperate
in the orderly transfer of the Fund’s affairs and, at the request of the Board
of Trustees, transfer any and all books and records of the Fund maintained by
the Advisor on behalf of the Fund.
(b) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
16. NONPUBLIC PERSONAL
INFORMATION.
Notwithstanding any provision herein to the contrary, the Advisor agrees
on behalf of itself and its managers, members, officers, and employees (1) to
treat confidentially and as proprietary information of the Trust (a) all records
and other information relative to the Fund’s prior, present, or potential
shareholders (and clients of said shareholders) and (b) any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation
S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “G-L-B Act”); and (2)
except after prior notification to and approval in writing by the Trust, not to
use such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, or as otherwise permitted by
Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy
policies adopted by the Trust and communicated in writing to the
Advisor. Such written approval shall not be unreasonably withheld by
the Trust and may not be withheld where the Advisor may be exposed to civil or
criminal contempt or other proceedings for failure to comply after being
requested to divulge such information by duly constituted
authorities.
17. ANTI-MONEY LAUNDERING COMPLIANCE.
The Advisor acknowledges that, in compliance with the Bank Secrecy Act,
as amended, the USA PATRIOT Act, and any implementing regulations thereunder
(together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy.
The Advisor agrees to comply with the Trust’s Anti-Money Laundering Policy and
the AML Laws, as the same may apply to the Advisor, now and in the future. The
Advisor further agrees to provide to the Trust and/or the administrator such
reports, certifications and contractual assurances as may be reasonably
requested by the Trust. The Trust may disclose information regarding the Advisor
to governmental and/or regulatory or self-regulatory authorities to the extent
required by applicable law or regulation and may file reports with such
authorities as may be required by applicable law or regulation.
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18. CERTIFICATIONS; DISCLOSURE
CONTROLS AND PROCEDURES. The Advisor acknowledges that, in compliance
with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the
implementing regulations promulgated thereunder, the Trust and the Fund are
required to make certain certifications and have adopted disclosure controls and
procedures. To the extent reasonably requested by the Trust, the Advisor agrees
to use its best efforts to assist the Trust and the Fund in complying with the
Xxxxxxxx-Xxxxx Act and implementing the Trust’s disclosure controls and
procedures. The Advisor agrees to inform the Trust of any material development
related to the Fund that the Advisor reasonably believes is relevant to the
Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act.
19. 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.
20. CAPTIONS. The captions in
this Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect.
21. 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
of Delaware or any other jurisdiction; 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 and the Advisers Act and any rules
and regulations promulgated thereunder.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed 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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CONGRESS
ASSET MANAGEMENT COMPANY
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By:
/s/Xxxxxx
X. Xxxxxx
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By: /s/Xxxxx X.
Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Name: Xxxxx
X. Xxxxxx
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Title:
President
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Title: Director
of Operations
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SCHEDULE
A
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Series of Professionally Managed
Portfolios
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Annual Fee Rate
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Congress
Large Cap Growth Fund
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0.75%
of average daily net assets
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