PROFESSIONALLY MANAGED PORTFOLIOS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this l6th day of August, 1993 by and among PROFESSIONALLY
MANAGED PORTFOLIOS (the "Trust"), a Massachusetts business trust, SOUTHAMPTON
INVESTMENT MANAGEMENT COMPANY, INC. (the "Manager"), a Delaware corporation and
PRO-CONSCIENCE FUNDS, INCORPORATED (the "Advisor"), a California corporation.
WITNESSETH:
WHEREAS, a new series of the Trust having separate assets and liabilities
has been created entitled the WOMEN'S EQUITY FUND (the "Fund"); and
WHEREAS, it is therefore desirable to have an investment advisory agreement
(i.e., this Agreement) relating to the Fund, which agreement will apply only to
this Fund;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed by and among the parties hereto as
follows:
1. In General
The Advisor agrees, all as more fully set forth herein, to act as
investment adviser to the Trust with respect to the investment of the
assets of the Fund and to supervise and arrange the purchase and sale of
securities held in the portfolio of the Fund.
2. Duties and Obligations of the Advisor with respect to Investment of
Assets of the Fund.
(a) Subject to the succeeding provisions of this section and subject
to the direction and control of the Board of Trustees of the
Trust, the Advisor shall:
(i) Decide what securities shall be purchased or sold by the
Trust with respect to the Fund and when; and
(ii) Arrange for the purchase and the sale of securities held in
the portfolio of the Fund by placing purchase and sale
orders for the Trust with respect to the Fund.
(b) Any investment purchases or sales made by the Advisor shall at
all times conform to, and be in accordance with, any requirements
imposed by: (1) the provisions of the 1940 Act and of any rules
or regulations in force thereunder; (2) any other applicable
provisions of law; (3) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (4) any
policies and determinations of the Board of Trustees of the
Trust; and (5) the fundamental policies of the Trust relating to
the Fund, as reflected in the Trust's registration statement
under the 1940 Act, or as amended by the shareholders of the
Fund.
(c) The Advisor shall give the Trust the benefit of its best judgment
and effort in rendering services hereunder, but the Advisor shall
not be liable for any loss sustained by reason of the purchase,
sale or retention of any security whether or not such purchase,
sale or retention shall have been based on its own investigation
and research or upon investigation and research made by any other
individual, firm or corporation, if such purchase, sale or
retention shall have been made and such other individual, firm or
corporation shall have been selected in good faith. Nothing
herein contained shall, however, be construed to protect the
Advisor against any liability to the Trust or its security
holders by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its
reckless disregard of obligations and duties under this
Agreement.
(d) Nothing in this Agreement shall prevent the Advisor or any
affiliated person (as defined in the 0000 Xxx) of the Advisor
from acting as investment adviser or manager and/or principal
underwriter for any other person, firm or corporation and shall
not in any way limit or restrict the Advisor or any such
affiliated person 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,
in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
(e) It is agreed that the Advisor shall have no responsibility or
liability for the accuracy or completeness of the Trust's
Registration Statement under the 1940 Act or the Securities Act
of 1933 except for information supplied by the Advisor for
inclusion therein. The Trust may indemnify the Advisor to the
full extent permitted by the Trust's Declaration of Trust.
(f) The Fund may use the name the "Women's Equity Fund" or any name
derived from or using the name "Women's Equity" only for so long
as this Agreement or any extension, renewal or amendment hereof
remains in effect. At such time as such an agreement shall no
longer be in effect, the Fund shall cease to use such a name or
any other name connected with the Advisor.
3. Broker-Dealer Relationships
The Advisor is responsible for decisions to buy and sell securities for the
Fund, broker-dealer selection, and negotiation of brokerage commission
rates. 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 will 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. Accordingly, 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 an the
Board of Trustees of the Trust may determine, 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 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. 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-dealer to whom such
allocations have been made and the basis therefor. The Advisor is also
authorized to consider sales of shares as a factor in the selection of
brokers or dealers to execute portfolio transactions, subject to the
requirements of best execution, i.e., that such brokers or dealers are able
to execute the order promptly and at the best obtainable securities price.
4. Allocation of Expenses
The Advisor agrees that it will furnish the Trust, at the Advisor's
expense, with office space and facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Advisor
will also pay all compensation of any Trustees, officers and employees of
the Trust who are affiliated persons of the Advisor. All operating costs
and expenses relating to the Fund not expressly assumed by the Advisor
under this Agreement shall be paid by the Trust from the assets of the
Fund, including, but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation and expenses of
the Trust' s Trustees other than those affiliated with the Advisor or the
Manager; (v) legal and audit expenses; (vi) fees and expenses of the
Trust's custodian, shareholder servicing or transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Fund's
shares, including issuance on the payment of, or reinvestment of,
dividends; (viii) fees and expenses incident to the registration under
Federal or state securities laws of the Trust or the shares of the Fund;
(ix) expenses of preparing, printing and mailing reports and notices and
proxy material to shareholders of the Trust; (x) all other expenses
incidental to holding meetings of the Trust's shareholders; (xi) dues or
assessments of or contributions to the Investment Company Institute or any
successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust
may have to indemnify its officers and Trustees with respect thereto; and
(xiii) all expenses which the Trust or the Fund agrees to bear in any
distribution agreement or in any plan adopted by the Trust and/or a Fund
pursuant to Rule 12b-1 under the Act.
5. Compensation of the Advisor
(a) The Trust agrees to pay the Advisor and the Advisor agrees to
accept as full compensation for all services rendered by the
Advisor hereunder, an annual management fee, payable monthly and
computed on the value of the net assets of the Fund as of the
close of business each business day at the annual rate of 1.00%
of such net asset value.
(b) In the event the expenses of the Fund (including the fees of the
Advisor and the Manager and amortization of organization expenses
but excluding interest, taxes, brokerage commissions,
extraordinary expenses and sales charges and any distribution
fees) for any fiscal year exceed the limits set by applicable
regulations of state securities commissions where the Fund is
registered or qualified for sale, the Advisor and the Manager
will reduce their fees by the amount of such excess. Any such
reductions are subject to readjustment during the year and are
subject to agreements between the Advisor and the Manager as to
the allocation of such reductions between them. The payment of
the advisory fee at the end of any month will be reduced or
postponed or, if necessary, a refund will be made to the Fund so
that at no time will there be any accrued but unpaid liability
under this expense limitation.
The Advisor may reduce any portion of the compensation or reimbursement of
expenses due to it under this agreement, or may agree to make payments to
limit the expenses which are the responsibility of the Fund. 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 fee withheld from the Advisor under this paragraph
shall be reimbursed by the Fund to the Advisor in the first fiscal year or
the second fiscal year next succeeding the fiscal year of the withholding
to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal
year do not exceed the applicable state limitation or any more restrictive
limitation to which the Advisor has agreed.
6. Duration and Termination
(a) This Agreement shall go into effect on the effective date of the
Post-Effective Amendment of the Registration Statement of the
Trust covering the shares of the Fund and shall, unless
terminated as hereinafter provided, continue in effect until
August 16 1995, and thereafter from year to year, but only so
long as such continuance is specifically approved at least
annually by the Trust's Board of Trustees, including the vote of
a majority of the Trustees who are not parties to this Agreement
or interested persons" (as defined in the 0000 Xxx) of any such
party cast in person at a meeting called for the purpose of
voting on such approval, or by the vote of the holders of a
"majority" (as so defined) of the outstanding voting securities
of the Fund and by such a vote of the Trustees.
(b) This Agreement may be terminated by the Advisor at any time
without penalty upon giving the Trust sixty (60) days' written
notice (which notice may be waived by the Trust) and may be
terminated by the Trust at any time without penalty upon giving
the Advisor sixty (60) days' written notice (which notice may be
waived by the Advisor), provided that such termination by the
Trust shall be directed or approved by the vote of a majority of
all of its Trustees in office at the time or by the vote of the
holders of a majority (as defined in the 0000 Xxx) of the voting
securities of the Trust at the time outstanding and entitled to
vote. This Agreement shall automatically terminate in the event
of its assignment (as so defined).
7. Agreement Binding Only on Fund Property
The Advisor understands that the obligations of this Agreement are not
binding upon any shareholder of the Trust personally, but bind only the
Trust's property; the Advisor represents that it has notice of the
provisions of the Trust's Declaration of Trust disclaiming shareholder
liability for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by duly authorized persons and their seals to be hereunto
affixed, all as of the day and year first above written.
PROFESSIONALLY MANAGED PORTFOLIOS
By: /s/ Xxxxxx X. Xxxxxxxx
SOUTHAMPTON INVESTMENT MANAGEMENT, CO.
By: /s/ Xxxxxx X. Xxxxxxxx
PRO-CONSCIENCE FUNDS INCORPORATED
By: /s/ Xxxxx X. X. Xxx
