Professionally Managed Portfolios
Sub-Advisory Agreement
AGREEMENT made this 22nd day of May, 1995, by and among PROFESSIONALLY
MANAGED PORTFOLIOS (the "Trust"), a Massachusetts business trust, PRO_CONSCIENCE
FUNDS, INC. (the "Advisor"), a California corporation, and UNITED STATES TRUST
COMPANY OF BOSTON (the Sub-Advisor) a Massachusetts corporation.
WHEREAS, the Advisor serves as Investment Advisor to the Pro-Conscience
Women's Equity Fund Series (the "Fund") of the Trust under an Investment
Advisory Agreement dated August 16, 1993;
WHEREAS, in connection with the Investment Advisory Agreement, the parties
wish to retain the Sub-Advisor to perform the services enumerated herein;
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 Sub-Advisor agrees, as more fully set forth herein, to act as
Sub-Advisor to the Trust with respect to the investment and reinvestment of the
assets of the Fund and to supervise and arrange the purchase and sale of
securities and other assets held in the portfolio of the Fund.
2. Duties and Obligations of the Sub-Advisor with respect to investment
of assets of the Fund.
(a) Subject to the succeeding provisions of this section and subject
to the oversight and review of the Advisor and the direction and
control of the Board of Trustees of the Trust, the Sub-Advisor,
as agent and attorney-in-fact with respect to the Trust, is
authorized, in its discretion and without prior consultation with
the Trust to:
(i) Buy, sell, exchange, convert, lend and otherwise trade in
any stocks, bonds and any other securities or assets;
(ii) Place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets with
or through such brokers, dealers, underwriters or issuers as
the Sub-Advisor may select; and
(iii)Provide the Advisor and the trustees with such reports as
may reasonably be requested in connection with the discharge
of the foregoing responsibilities and the discharge of the
Advisor" responsibilities under the Investment Advisory
Agreement with the Trust and those of First Fund
Distributors, Inc. (the "Distributor") under the
Distribution Agreement with the Trust.
Written procedures with respect to (I), (ii) and (iii) above may be set forth as
agreed to among the Trust, the Advisor, Sub-Advisor and Distributor.
(b) Any investment purchases or sales made by the Sub-Advisor under
this section shall at all times conform to, and be in accordance
with, any requirements imposed by: (1) the provisions of the
Investment Company Act of 1940, s amended (the "Act") and of any
rules of 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, as reflected in its registration statement under the Act,
as such registration statement is amended from time to time
(including the Trust's Statement of Additional Information) or as
amended by the shareholders of the Trust; provided that copies of
the items referred to in clauses (3), (4) and (5) shall have been
furnished to the Sub-Advisor.
(c) The Sub-Advisor shall give the Trust the benefit of its best
judgement and effort in rendering services hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties ("disabling
conduct") hereunder on the part of the Sub-Advisor shall not be
subject to liability to the Trust or to any shareholder of the
Trust for any act or mission in the course of, or connected with
rendering services hereunder, including without limitation, any
error of judgement or mistake of law or for any loss suffered by
any of them in connection with the matters to which this
Agreement relates, except to the extent specified in Section
36(b) of the Act concerning loss resulting from a bread of
fiduciary duty with respect to the receipt of compensation for
services. Except for such disabling conduct, the Trust shall
indemnify the Sub-Advisor (and its officers, directors, agents,
employees, controlling persons, shareholders and any other person
or entity affiliated with the Sub-Advisor) against any liability
arising from the Sub-Advisor's conduct under this Agreement to
the extent permitted by the Declaration of Trust and applicable
law.
(d) Nothing in this Agreement shall prevent the Sub-Advisor or any
affiliated person (as defined in the Act) of the Sub-Advisor from
acting as investment advisor or manager for any other person,
firm or corporation and shall not in any way limit or restrict
the Sub-Advisor or any such affiliated person from buying,
selling or trading any securities for its or their own accounts
or for the accounts of others for whom it or they may be acting,
provided, however, that the Sub-Advisor expressly represents that
it will undertake no activities which, in its judgement, will
adversely affect the performance of its obligations to the Trust
under this Agreement. It is agreed that the Sub-Advisor shall
have no responsibility or liability for the accuracy or
completeness of the Trust's Registration Statement under the Act
and the Securities Act of 1933 except fort information supplied
by the Sub-Advisor for inclusion therein. The Sub-Advisor shall
be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of
the Trust.
(e) In connection with its duties to arrange for the purchase and
sale of the Fund's portfolio securities and other assets, the
Sub-Advisor shall follow the principles set forth in any
investment advisory agreement in effect from time to time between
the Trust and the Advisor, provided that a copy of any such
agreement shall have been provided to the Sub-Advisor. The
Sub-Advisor will promptly communicate to the Advisor and to the
officers and the Trustees of the Trust such information relating
to portfolio transaction as they may reasonably request.
(f) Noting in this Agreement shall require the Sub-Advisor to act in
a manner which violates applicable banking laws or regulations,
and the Sub-Advisor shall not be liable for any loss or damages
sustained by its failure to take such actions.
3. Allocation of Expenses
The Sub-Advisor agrees that it will furnish the Trust, at the Sub-Advisor's
expense, with all office space and facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Sub-Advisor will
also pay all compensation of those of the Trust's officers and employees, if
any, and of those Trustees, if any, who in each case are affiliated persons of
the Sub-Advisor.
4. Certain Records
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 under the Act which are prepared or
maintained by the Sub-Advisor or behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust or Advisor on request.
5. Reference to the Sub-Advisor
Neither the Trust, the Advisor or any affiliate or agent thereof shall make
reference to or use the name of the Sub-Advisor or any of its affiliates in any
advertising or promotional materials without the prior approval of the
Sub-Advisor, which approval shall not be unreasonably withheld.
6. Compensation of the Sub-Advisor
The Advisor agrees to pay the Sub-Advisor and the Sub-Advisor agrees to
accept as full compensation for all services rendered by the Sub-Advisor as
such, a sub-advisory 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 0.25 of 1% of such net assets.
7. Duration and Termination
(a) This Agreement shall go into effect as to the Fund on the date set
forth above and shall, unless terminated as hereinafter provided, continue in
effect for a period of two years from the date of approval by shareholders of
the Fund at a meeting called for the purpose of such approval 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 Act) or 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 defined in the Act) of the outstanding voting securities of
the Trust, or with respect to any Fund by the vote of a majority of the
outstanding shares of such fund.
(b) This Agreement may be terminated by the Sub-Advisor at any time without
penalty upon giving the Trust and the Advisor sixty (60) days' written notice
(which notice may be waived by the Trust and the Advisor) and may be terminated
by the Trust or the Advisor at any time without penalty upon giving the
Sub-Advisor sixty (60) days' written notice (which notice may be waived by the
Sub-Advisor), provided that such determination 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 or a majority (as defined in the Act) of the
voting securities of the Trust, or with respect to any Fund by the vote of a
majority of the outstanding shares of such Fund. This Agreement shall
automatically terminate in the event of its assignment (as defined in the Act).
This Agreement will also terminate in the event that the Investment Advisory
Agreement is terminated.
8. Agreement Binding Only On Trust Property
The Sub-Advisor understands that the obligations of this Agreement are not
biding upon any shareholder of the rust personally, but bind only the Trusts
property; the Sub-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 their duly authorized officers and their seals to be hereunto
affixed, all as of the day and year first above written.
PROFESSIONALLY MANAGED PORTFOLIOS
By: /s/ Xxxxxx Xxxxxxxx
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ATTEST:
PRO-CONSCIENCE FUNDS, INC.
By: /s/ Xxxxx C.Y. Pei
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ATTEST:
UNITED STATES TRUST COMPANY OF BOSTON
By: /s/ Xxxxxx X. Xxxxx
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ATTEST:
Appendix to Investment Advisory Agreement
It is agreed by the parties that the obligation of the Advisor to pay the
compensation to the Sub-Advisor under the terms set forth in Paragraph 6 of the
Investment Advisory Agreement shall not commence until net assets of the Fund
read $8,000,000 (eight million dollars).
Effective May 22nd, 1995 /s/Xxxxx C.Y. Pei
/s/Xxxxxx X. Xxxxx
