PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective
as of the __ day of __________, 200_, by and between Professionally Managed
Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the
Trust’s Xxxxxxx Xxxxx Growth Fund and Xxxxxxx Xxxxx Solutions Fund series (each
a “Fund” and collectively, the “Funds”) and Xxxxxxx Management Company, LLC (the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to each Fund pursuant to the terms
and
provisions of an Investment Advisory Agreement between the Trust and the
Advisor
dated as of the ____ day of __________ 200_, (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, 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.
on
behalf
of the
Xxxxxxx
Xxxxx Growth Fund; and
Xxxxxxx
Xxxxx Solutions Fund
By:
Name:
Title:
XXXXXXX
MANAGEMENT COMPANY, LLC
By:
Name:
Title:
Appendix
A
| Fund | Operating Expense Limit |
| ------ | ------------------------------ |
| Xxxxxxx Xxxxx Growth Fund |
___%
|
| Xxxxxxx Xxxxx Solutions Fund |
___%
|
|
|
|
