PROFESSIONALLY MANAGED PORTFOLIOS
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of July 30, 1999 by and between PROFESSIONALLY MANAGED PORTFOLIOS, a
Massachusetts business trust (the "Trust"), on behalf of the Women's Equity
Mutual Fund series of the Trust (the "Fund") and Pro-Conscience Funds, Inc., a
California corporation, the investment advisor of the Fund (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 August 16, 1993 (the "Investment Advisory Agreement"); and
WHEREAS, the Fund 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 hound hereby,
mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the
Fund's current Operating Expenses to an annual rate, expressed as a percentage
of the Fund's average annual net assets, to the amounts listed in Appendix A
(the "Annual Limits"). In the event that the current Operating Expenses of the
Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to
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 a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund, 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
and shall remain in effect indefinitely 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
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. This Agreement will automatically terminate, with respect to the
Fund, if the Investment Advisory Agreement for the Fund is terminated, with such
termination effective upon the effective date of the Investment Advisory
Agreement's termination for the Fund.
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 Commonwealth of Massachusetts 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, as amended and
the Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
9. Notice of Declaration of Trust. The Advisor agrees that the Trust's
obligations under this Agreement shall be limited to the Fund and to its assets,
and that the Advisor shall not seek satisfaction of any such obligation from the
shareholders of the Fund nor from any trustee, officer, employee or agent of the
Trust or the Fund.
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 PRO-CONSCIENCE FUNDS, INC.
PORTFOLIOS
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
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Title: Treasurer Title: Chief Operating Officer
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Appendix A
Fund Operating Expense Limit
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Women's Equity Mutual Fund 1.50%
