PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT Winslow Green Growth Fund Winslow Green Solutions Fund
▇▇▇▇▇▇▇
▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇▇
▇▇▇▇▇ Solutions Fund
THIS
INVESTMENT ADVISORY AGREEMENT is made as of the __ day of
_____________, 200_, by and between Professionally Managed Portfolios, a
Massachusetts business trust (the “Trust”), on behalf of the Trust’s ▇▇▇▇▇▇▇
▇▇▇▇▇ Growth Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Solutions Fund series (each a “Fund” and
collectively, the “Funds”) and ▇▇▇▇▇▇▇ Management Company, LLC (the
“Advisor”).
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 Advisor is registered as an investment adviser under the Investment Advisers
Act of 1940 (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 Advisor to render advice and services to
each
Fund pursuant to the terms and provisions of this Agreement, and the Advisor
desires to furnish said advice and services;
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 ADVISOR. The Trust hereby employs the Advisor and the
Advisor hereby accepts such employment, to render investment advice and related
services with respect to the assets of each Fund 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”).
2.
DUTIES OF ADVISOR.
(a)
GENERAL DUTIES. The Advisor shall act as investment adviser to
each Fund and shall supervise investments of each Fund on behalf of each
Fund in
accordance with the investment objectives, policies and restrictions of each
Fund 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 Advisor (collectively, the “Investment
Policies”). In providing such services, the Advisor shall at all
times adhere to the provisions and restrictions contained in the federal
securities laws, applicable state securities laws, the Internal Revenue Code
of
1986, the Uniform Commercial Code and other applicable law.
Without
limiting the generality of the foregoing, the Advisor shall: (i) furnish
each
Fund with advice and recommendations with respect to the investment of each
Fund’s assets and the purchase and sale of portfolio securities for each Fund,
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 each Fund, subject to the ultimate supervision and direction
of the Trust’s Board of Trustees; (iii) vote proxies for each Fund, file
ownership reports under Section 13 of the Securities Exchange Act of 1934
(the
“1934 Act”) for each Fund, and take other actions on behalf of each Fund; (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 each Fund’s assets which the Funds’
administrator or distributor or the officers of the Trust may reasonably
request; and (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.
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(b)
BROKERAGE. The Advisor shall be responsible for decisions to buy and
sell securities for each Fund, for broker-dealer selection, and for negotiation
of brokerage commission rates, provided that the Advisor shall not direct
orders
to an affiliated person of the Advisor without general prior authorization
to
use such affiliated broker or dealer from the Trust’s Board of Trustees. 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 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 each Fund on a continuing
basis.
The price to a 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 as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the 1934 Act, 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 a Fund to pay a broker
or
dealer that provides (directly or indirectly) 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. Subject to the same policies
and
legal provisions, 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-dealers to whom
such
allocations have been made and the basis therefor.
On
occasions when the Advisor deems the purchase or sale of a security to be
in the
best interest of the Fund as well as of other clients, the Advisor, 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 Advisor in the
manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients.
3.
REPRESENTATIONS OF THE ADVISOR.
(a)
The
Advisor shall use its best judgment and efforts in rendering the advice and
services to the Funds as contemplated by this Agreement.
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(b)
The
Advisor shall maintain all licenses and registrations necessary to perform
its
duties hereunder in good order.
(c)
The
Advisor 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
Advisor 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 Advisor 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 Funds in any way, or in any way be deemed an agent for the Trust
or
for the Funds. It is expressly understood and agreed that the services to
be
rendered by the Advisor to the Funds under the provisions of this Agreement
are
not to be deemed exclusive, and the Advisor 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.
ADVISOR’S PERSONNEL. The Advisor 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 Advisor shall
be
deemed to include persons employed or retained by the Advisor 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 Advisor or the Trust’s Board of Trustees may desire and reasonably request
and any compliance staff and personnel required by the Advisor.
6.
EXPENSES.
(a)
With
respect to the operation of each Fund, the Advisor shall be responsible for
(i)
a Fund’s organizational expenses; (ii) providing the personnel, office space and
equipment reasonably necessary for the operation of a Fund; (iii) the expenses
of printing and distributing extra copies of a 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 Advisor;
and (v)
any costs of liquidating or reorganizing a Fund (unless such cost is otherwise
allocated by the Board of Trustees). If the Advisor has agreed to limit the
operating expenses of a Fund, the Advisor also shall be responsible on a
monthly
basis for any operating expenses that exceed the agreed upon expense
limit.
(b)
Each
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 a Fund’s
shareholders and the 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 Board
of Trustees or members of any advisory board or committee who are not members
of, affiliated with or interested persons of the Advisor; insurance premiums
on
property or personnel of a 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 a 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 applicable 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.
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(c)
The
Advisor may voluntarily or contractually absorb certain Fund
expenses.
(d)
To
the extent the Advisor incurs any costs by assuming expenses which are an
obligation of a Fund as set forth herein, the Fund shall promptly reimburse
the
Advisor for such costs and expenses, except to the extent the Advisor has
otherwise agreed to bear such expenses. To the extent the services for which
a
Fund is obligated to pay are performed by the Advisor, the Advisor shall
be
entitled to recover from such Fund to the extent of the Advisor’s actual costs
for providing such services. In determining the Advisor’s actual costs, the
Advisor may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
(e)
The
Advisor 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 Advisor shall report regularly to the Trust on the amounts
paid
and the relevant financial institutions.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
Each
Fund shall pay to the Advisor, and the Advisor 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 each Fund and paid to the Advisor
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 Advisor 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 Advisor under this Agreement will be reduced to the extent
of
any receivable owed by the Advisor to each Fund and as required under any
expense limitation applicable to the Fund.
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(e)
The
Advisor 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 each 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 Advisor 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 Advisor in its fees or payment of expenses which
are
each Fund’s obligation are subject to reimbursement by each Fund to the Advisor,
if so requested by the Advisor, in subsequent fiscal years if the aggregate
amount actually paid by a 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
Advisor
may recoup reimbursements made in any fiscal year of each 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
Advisor 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 Advisor
hereunder.
8.
NO SHORTING; NO BORROWING. The Advisor agrees that neither it nor any
of its officers or employees shall take any short position in the shares
of the
Funds. This prohibition shall not prevent the purchase of such shares by
any of
the officers or employees of the Advisor 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 Advisor
agrees that neither it nor any of its officers or employees shall borrow
from a
Fund or pledge or use a Fund’s assets in connection with any borrowing not
directly for a Fund’s benefit. For this purpose, failure to pay any amount due
and payable to a 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 Funds 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 its responsibility for and control of the conduct of the affairs
of
the Trust and Fund. In this connection, the Advisor 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 Advisor agrees to supply such information to
the Funds’ administrator and to permit such compliance inspections by the Funds’
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.
ADVISOR’S LIABILITIES AND INDEMNIFICATION.
(a)
The
Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in each 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.
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(b)
The
Advisor shall be liable to a Fund for any loss (including brokerage charges)
incurred by the Fund as a result of any improper investment made by the Advisor
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 Advisor, the Advisor
shall not be subject to liability to the Trust or a Fund or to any shareholder
of a 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 Funds or any shareholder of the Funds 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 Indemnifying 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 Advisor, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12.
NON-EXCLUSIVITY; TRADING FOR ADVISOR’S OWN ACCOUNT. The Trust’s
employment of the Advisor 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 Advisor 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 Advisor 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 Advisor 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 Board of Trustees.
13. TRANSACTIONS
WITH OTHER INVESTMENT ADVISERS. The Advisor 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 Advisor 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.
(a)
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 or by the vote of a majority of the outstanding voting securities
of
the 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 set forth in the Investment Company Act.
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(b)
The
Funds may use the names “▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth Fund” or “▇▇▇▇▇▇▇ ▇▇▇▇▇ Solutions
Fund” any name derived from or using the name “▇▇▇▇▇▇▇” 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 a name or any other name connected
with the Advisor.
15.
TERMINATION; NO ASSIGNMENT.
(a)
This
Agreement may be terminated by the Trust on behalf of each Fund at any time
without payment of any penalty, by the Board of Trustees or by vote of a
majority of the outstanding voting securities of each Fund, upon sixty (60)
days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’
written notice to each Fund. In the event of a termination, the Advisor shall
cooperate in the orderly transfer of each Fund’s affairs and, at the request of
the Board of Trustees, transfer any and all books and records of each Fund
maintained by the Advisor on behalf of each Fund.
(b)
This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
16.
NONPUBLIC PERSONAL INFORMATION.
Notwithstanding any provision
herein to the contrary, the Advisor
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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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
Advisor. Such written approval shall not be unreasonably withheld by
the Trust and may not be withheld where the Advisor 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.
17.
ANTI-MONEY LAUNDERING COMPLIANCE. The Advisor 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 Advisor agrees to comply with
the
Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to
the Advisor, now and in the future. The Advisor 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 Advisor 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.
18.
CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Advisor
acknowledges that, in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the
“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the implementing regulations promulgated thereunder,
the Trust and the Funds are required to make certain certifications and have
adopted disclosure controls and procedures. To the extent reasonably requested
by the Trust, the Advisor agrees to use its best efforts to assist the Trust
and
the Funds in complying with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and implementing the Trust’s
disclosure controls and procedures. The Advisor agrees to inform the Trust
of
any material development related to the Funds that the Advisor reasonably
believes is relevant to the Funds’ certification obligations under the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
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19.
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.
20.
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.
21.
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 of Delaware or any other jurisdiction; 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.
on
behalf
of the
▇▇▇▇▇▇▇
▇▇▇▇▇ Growth Fund; and
▇▇▇▇▇▇▇
▇▇▇▇▇ Solutions Fund
By:
Name:
Title:
▇▇▇▇▇▇▇
MANAGEMENT COMPANY, LLC
By:
Name:
Title:
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SCHEDULE
A
| Series or Fund of Professionally Managed Portfolios | Annual Fee Rate |
| ----------------------------------------------------------------- | --------------------- |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth Fund | ___% of average daily net assets |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Solutions Fund | ___% of average daily net assets |
9