PROFESSIONALLY MANAGED PORTFOLIOS INTERIM OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the
1st day of July, 2005, by and between Professionally Managed Portfolios, a Massachusetts
business trust (the “Trust”), on behalf of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth Fund
(the “Fund”), a series of the Trust, and the Advisor of the Fund, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital
Management, LLC (the “Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Interim Investment Advisory Agreement between the Trust and the Advisor dated as
of the 1st day of July 2005, (the “Interim 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 that have not been assumed by the Advisor pursuant to
the Interim Investment Advisory Agreement; 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 for the
operation of the Fund and each of its classes, including the Advisor’s investment advisory or
management fee detailed in the Interim Investment Advisory Agreement, any Rule 12b-1 fees and other
expenses described in the Interim 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 Interim Investment Advisory Agreement. Further, the Advisor retains the rights of its
predecessor investment adviser, ▇▇▇▇▇▇ ▇▇▇▇▇ Capital Management, Inc. (“Prior Advisor”), under its
Operating Expense Limitation Agreement with the Fund dated June 29, 1999 (“Prior Agreement”), to
receive reimbursement of any excess expense payments paid by the Prior Advisor pursuant to the
Prior Agreement under the same terms and conditions as the Advisor is permitted to
receive reimbursement of reductions of its investment management fee under the Interim
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 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 Interim Investment Advisory Agreement is
terminated, with such termination effective upon the effective date of the Interim 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 California 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.
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CAPITAL | ||
on behalf of ▇▇▇▇▇▇-▇▇▇▇▇ International
|
MANAGEMENT, LLC | |
Growth Fund |
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇. Field | |||
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇ ▇. Field | |||
Title: |
President | Title: | General Counsel | |||
Appendix A
| Fund | Operating Expense Limit | |||
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth Fund
|
1.48 | % | ||