PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY
AGREEMENT is made as of the ____ day of __________, 2009, by and between
Professionally Managed Portfolios, a Massachusetts business trust (hereinafter
called the “Trust”), on behalf of the series of the Trust indicated on Schedule
A, which may be amended from time to time, (each a “Fund”, and together the
“Funds”) and Windowpane Advisors, LLC, a California corporation (hereinafter
called the “Adviser”).
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 is a series
of the Trust having separate assets and liabilities; and
WHEREAS, the Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (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 Adviser to render certain investment management and services to the
Funds pursuant to the terms and provisions of this Agreement, and the Adviser
desires to furnish said advice and services; and
WHEREAS, the Adviser has
retained certain sub-advisors (the “Sub-Advisers”) to render portfolio
management services to the Funds pursuant to Investment Sub-Advisory Agreements
between the Adviser and each Sub-Adviser.
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 ADVISER. The
Trust hereby employs the Adviser and the Adviser hereby accepts such employment,
to render investment advice and related services, including the oversight of the
portfolio management services to be rendered by the Sub-Advisers and the
purchase and sale of securities held in the portfolios of the Funds, with
respect to the assets of the Funds 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” or “Trustees”).
2.
DUTIES
OF ADVISER.
(a) GENERAL DUTIES. The Adviser
shall act as investment adviser to the Funds and shall supervise investments of
the Funds on behalf of the Funds in accordance with the investment objectives,
policies and restrictions of the Funds as set forth in the Funds’ and Trust’s
governing documents, including, without limitation, the Trust’s Agreement and
Declaration of Trust and By-Laws; the Funds’ 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
Adviser (collectively, the “Investment Policies”). In providing such
services, the Adviser shall manage and oversee delegated sub-advisory services
to be rendered by the Sub-Advisers to the Funds and shall at all times adhere to
the provisions and restrictions contained in the federal securities laws,
applicable state securities laws, the Internal Revenue Code, the Uniform
Commercial Code and other applicable law.
Without
limiting the generality of the foregoing, the Adviser shall: (i) furnish the
Funds with advice and recommendations with respect to the investment of the
Funds’ assets and the purchase and sale of portfolio securities for the Funds,
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 Funds, subject to the ultimate
supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies
for the Funds, file ownership reports under Section 13 of the Securities
Exchange Act of 1934 (the “1934 Act”) for the Funds, and take other actions on
behalf of the Funds; (iv) maintain the books and records required to be
maintained by the Funds except to the extent arrangements have been made for
such books and records to be maintained by the administrator or another agent of
the Funds; (v) furnish reports, statements and other data on securities,
economic conditions and other matters related to the investment of the Funds’
assets which the Funds’ administrator or distributor or the officers of the
Trust may reasonably request; (vi) render to the Trust’s Board of Trustees such
periodic and special reports with respect to each Fund’s investment activities
as the Board may reasonably request, including at least one in-person appearance
annually before the Board of Trustees; and (vii), subject to the authority of
the Trust and exemptive relief sought from the Securities and Exchange
Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act,
have full authority to retain Sub-Advisers to provide certain investment
advisory services to the Fund noted herein, and may delegate certain of its
duties hereunder to a Sub-Adviser and pay the Sub-Adviser a portion of the
compensation received by the Adviser hereunder; provided, however, that the
Adviser shall remain fully liable for all of its obligations under this
Agreement.
(b) BROKERAGE. The Adviser shall
be responsible for, but may delegate, decisions to buy and sell securities for
the Funds, for broker-dealer selection, and for negotiation of brokerage
commission rates, provided that the Adviser shall not direct order to an
affiliated person of the Adviser without general prior authorization to use such
affiliated broker or dealer for the Trust’s Board of Trustees. The Adviser’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 Adviser 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 Funds on a continuing basis. The price to the Funds 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 Adviser 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 Funds to pay a broker or
dealer that provides (directly or indirectly) brokerage or research services to
the Adviser 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 Adviser 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 Adviser’s overall
responsibilities with respect to the Trust. Subject to the same policies and
legal provisions, the Adviser is further authorized to allocate the orders
placed by it on behalf of the Funds to such brokers or dealers who also provide
research or statistical material, or other services, to the Trust, the Adviser,
or any affiliate of either. Such allocation shall be in such amounts and
proportions as the Adviser shall determine, and the Adviser 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 Adviser deems the purchase or sale of a security to be in the
best interest of the Fund as well as of other clients, the Adviser, 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 Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
3. REPRESENTATIONS
OF THE ADVISER.
(a) The
Adviser shall use its best judgment and efforts in rendering the advice and
services to the Funds as contemplated by this Agreement.
(b) The
Adviser shall maintain all licenses and registrations necessary to perform its
duties hereunder in good order.
(c) The
Adviser 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
Adviser 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
Adviser 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 Adviser to the
Fund under the provisions of this Agreement are not to be deemed exclusive, and
the Adviser 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. ADVISER’S PERSONNEL. The
Adviser 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 Adviser shall be deemed to include persons employed or retained
by the Adviser 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 Adviser or the Trust’s Board of Trustees may desire
and reasonably request and any compliance staff and personnel required by the
Adviser.
6. EXPENSES.
(a) With
respect to the operation of the Fund, the Adviser 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 Adviser; and (v) any costs of liquidating or reorganizing
the Fund (unless such cost is otherwise allocated by the Board of Trustees). If
the Adviser has agreed to limit the operating expenses of the Fund, the Adviser
also shall be responsible on a monthly basis for any operating expenses that
exceed the agreed upon expense limit.
(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 Trust’s 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 Trust’s Board of Trustees or members of any advisory board or
committee who are not members of, affiliated with or interested persons of the
Adviser; insurance premiums on property or personnel of each 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 federal and applicable state and foreign 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
Adviser may voluntarily or contractually absorb certain Fund
expenses.
(d) To the
extent the Adviser incurs any costs by assuming expenses which are an obligation
of the Fund as set forth herein, the Fund shall promptly reimburse the Adviser
for such costs and expenses, except to the extent the Adviser has otherwise
agreed to bear such expenses. To the extent the services for which a Fund is
obligated to pay are performed by the Adviser, the Adviser shall be entitled to
recover from such Fund to the extent of the Adviser’s actual costs for providing
such services. In determining the Adviser’s actual costs, the Adviser may take
into account an allocated portion of the salaries and overhead of personnel
performing such services.
(e) The
Adviser may not pay 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, except with the prior authorization of the Trust’s Board of
Trustees. Where such arrangements are authorized by the Trust’s Board
of Trustees, the Adviser shall report 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 Adviser, and the Adviser 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 Adviser 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 Adviser 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.
(d) The fee
payable to the Adviser under this Agreement will be reduced to the extent of any
receivable owed by the Adviser to the Fund and as required under any expense
limitation applicable to a Fund.
(e) The
Adviser 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 a 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 Adviser 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 Adviser in its fees or payment of expenses which are the
Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so
requested by the Adviser, 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 Adviser
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
Adviser 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 Adviser
hereunder.
8. NO SHORTING; NO BORROWING. The
Adviser 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 Adviser
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 Adviser 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 the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund. In this connection, the Adviser 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
Adviser 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.
11. ADVISER’S
LIABILITIES AND INDEMNIFICATION.
(a) The
Adviser 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
Adviser 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 Adviser
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 Adviser, the Adviser
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 Indemnified 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 Adviser, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12. NON-EXCLUSIVITY; TRADING FOR
ADVISER’S OWN ACCOUNT. The Trust’s employment of the Adviser 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
Adviser 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 Adviser 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
Adviser 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 Trust’s Board of
Trustees.
13. TRANSACTIONS WITH OTHER INVESTMENT
ADVISERS. The Adviser 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 Adviser 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.
14. TERM.
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 of the Trust or by the vote of a majority of the outstanding voting
securities of each 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 as set forth in the Investment Company Act.
15. RIGHT
TO USE NAME
The
Adviser warrants that the Funds’ names are not deceptive or misleading and that
the Adviser 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 Adviser and/or Sub-Adviser as the case
may be. Each Fund may use the name connected with the Adviser or
Sub-Adviser or any name derived from or using the name of the Adviser or
Sub-Adviser Funds 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 Adviser.
16. 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 of the Trust or by vote
of a majority of the outstanding voting securities of a Fund, upon sixty (60)
days’ written notice to the Adviser, and by the Adviser upon sixty (60) days’
written notice to the Fund. In the event of a termination, the Adviser 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 Adviser 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.
17. NONPUBLIC PERSONAL
INFORMATION.
Notwithstanding any provision herein to the contrary, the Adviser 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
Adviser. Such written approval shall not be unreasonably withheld by
the Trust and may not be withheld where the Adviser 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.
18. ANTI-MONEY LAUNDERING COMPLIANCE.
The Adviser 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 Adviser agrees to comply with the Trust’s Anti-Money Laundering Policy and
the AML Laws, as the same may apply to the Adviser, now and in the future. The
Adviser 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 Adviser
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.
19. CERTIFICATIONS; DISCLOSURE CONTROLS
AND PROCEDURES. The Adviser 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 Adviser 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 Adviser
agrees to inform the Trust of any material development related to the Fund that
the Adviser reasonably believes is relevant to the Fund’s certification
obligations under the Xxxxxxxx-Xxxxx Act.
20. 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.
21. 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.
22. 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 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 each series of the Trust listed on
Schedule A
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WINDOWPANE
ADVISORS, LLC
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By:
________________________________________
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By:
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Name: Xxxxxx X.
Xxxxxx
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Name:__________________________________
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Title:
President
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Title:
President
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SCHEDULE
A
Series
and Fee Schedule
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Series
or Fund of Professionally
Managed
Portfolios
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Annual
Fee Rate
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Jordan
Opportunity Fund
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1.00%
of average daily net assets
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on
behalf of each series of the Trust listed on
Schedule A
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By:
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Name: Xxxxxx X.
Xxxxxx
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Title:
President
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WINDOWPANE
ADVISORS, L.L.C.
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By:
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Name:
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Title:
President
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Approved
by the Board of Trustees: ______________, 2008
