PROFESSIONALLY MANAGED PORTFOLOS
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the Agreement') is effective
as of the 7th day of April, 1998, by and between Professionally Managed
Portfolios, a Massachusetts business trust (the "Trust"), on behalf of The
▇▇▇▇▇▇▇ Discovery Iliad (the "Fund"), a series of the Trust, and the Advisor of
the Fund, ▇▇▇▇▇▇▇ Capita! Management, Inc. (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 as of the 7th day of April 1998, (the "Investment Advisory
Agreement"); and
WHEREAS, the 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 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 bound hereby,
mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The Advisor hereby agrees to limit each
class of the 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 the Fund, as accrued each month, exceed its
Annual Limit, the Advisor will pay to that class of 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 each class of the Fund, is defined to include all
expenses necessary or appropriate fin- 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-l 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 tinder the same terms and conditions as it is permitted to receive
reimbursement of reductions of its investment management ▇▇▇ 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 he 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, which consent will not be unreasonably withheld. This Agreement will
automatically terminate if the Investment Advisory Agreement is terminated, with
such termination effective on 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 he governed by, and construed in
accordance with, the laws of the State of New York 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.
PROFESSIONALLY MANAGED PORTFOLIOS ▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.
On behalf of
The ▇▇▇▇▇▇▇ Discovery Fund
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer Title: Vice President
Appendix A
Fund Operating Expense Limit
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The ▇▇▇▇▇▇▇ Discovery Fund 2.50%