PROFESSIONALLY MANAGED PORTFOLIOS INTERIM INVESTMENT ADVISORY AGREEMENT with NorthCoast Asset Management, LLC
INTERIM
INVESTMENT ADVISORY AGREEMENT
with
NorthCoast
Asset Management, LLC
THIS INVESTMENT ADVISORY
AGREEMENT is made as of the 20th
day of May, by
and between Professionally Managed Portfolios, a Massachusetts business trust
(hereinafter called the “Trust”), on behalf of the series of the Trust listed on
Schedule A as may be amended from time to time (each a “Fund”, collectively
the “Funds”) and NorthCoast Asset Management, 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 the Fund pursuant to the
terms and provisions of this Agreement, and the Advisor desires to furnish said
advice and services; and
WHEREAS, as of the date
written above there was a change in a controlling interest in the Advisor,
resulting in the assignment of the previous investment advisory agreement with
the Advisor within the meaning of Section 2(a)(4) of the Investment Company
Act.
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 the 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.
2. DUTIES OF
ADVISOR.
(a) GENERAL DUTIES. The
Advisor shall act as investment adviser to the Fund and shall supervise
investments of the Fund on behalf of the Fund in accordance with the investment
objectives, policies and restrictions of the Fund as set forth in the Fund’s and
Trust’s governing documents, including, without limitation, the Trust’s
Agreement and Declaration of Trust and By-Laws; the Fund’s 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 the
Fund with advice and recommendations with respect to the investment of the
Fund’s assets and the purchase and sale of portfolio securities for the 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 the Fund, subject to the ultimate
supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies
for the Fund, file ownership reports under Section 13 of the Securities Exchange
Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of
the Fund; (iv) maintain the books and records required to be maintained by the
Fund except to the extent arrangements have been made for such books and records
to be maintained by the administrator or another agent of the Fund; (v) furnish
reports, statements and other data on securities, economic conditions and other
matters related to the investment of the Fund’s assets which the Fund’s
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 the 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 the
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 the Fund on a continuing basis. 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 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 the 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 Fund 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 Fund as contemplated by this Agreement.
(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.
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(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 Fund in any way, or in any way be deemed an agent for the Trust or
for the Fund. It is expressly understood and agreed that the services to be
rendered by the Advisor to the Fund 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 the Fund, the Advisor shall be responsible for (i)
the Fund’s organizational expenses; (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Fund; (iii) the
expenses of printing and distributing extra copies of the 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 the
Fund (unless such cost is otherwise allocated by the Board of Trustees). If the
Advisor has agreed to limit the operating expenses of the Fund, the Advisor also
shall be responsible on a monthly basis for any operating expenses that exceed
the agreed upon expense limit.
(b) The 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 the 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 the 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 the 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 the 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
the 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) The Fund
shall pay to the Advisor, and the Advisor agrees to accept, as full compensation
for all investment management and advisory 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 the 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 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 the Fund and as required under any expense
limitation applicable to a Fund.
(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 that are the responsibility of a 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 the
Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so
requested by the Advisor, in subsequent fiscal years if the aggregate amount
actually paid by the 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 the 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.
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(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.
(h) Notwithstanding
any provisions of this Agreement, the fees earned by the Advisor under this
Agreement shall be held in an interest-bearing escrow account with the Fund’s
custodian. If a majority of the outstanding voting securities of the
Fund approve of a new Advisory Agreement (the “New Agreement”) within 150 days
from the Interim Agreement Date (as defined in Section 14 of this
Agreement), the amount in the escrow account (including interest earned) will be
paid to the Advisor. If majority of the Fund’s outstanding voting
securities do not approve the New Agreement with the Advisor, the Advisor will
be paid, out of the escrow account, with respect to the Fund, the lesser of
(i) any cost incurred in performing the Agreement (plus interest earned on
the amount while is escrow) or (ii) the total amount in the escrow account
(plus interest earned) pursuant to this Agreement.
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 Fund.
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
the Fund or pledge or use the Fund’s assets in connection with any borrowing not
directly for the Fund’s benefit. For this purpose, failure to pay any
amount due and payable to the Fund for a period of more than 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 Fund 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 Fund’s administrator and to
permit such compliance inspections by the Fund’s 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 the 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.
(b) The
Advisor shall be liable to the 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 the Fund or to any shareholder
of the 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 Fund or any
shareholder of the Fund may have under any federal securities law or state
law.
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(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. EFFECTIVENESS AND DURATION OF
AGREEMENT. This Agreement shall be effective as an interim
agreement as described in Rule 15a-4 under the Investment Company Act
commencing on the date hereof (the “Interim Agreement Date”), and shall continue
in effect until the earlier of (i) 150 days after the
date hereof, (ii) termination of this Agreement for any reason
by the Board of Trustees of the Trust, or (iii) approval of the
New Agreement by (1) Board of Trustees of the Trust including a majority of
the Trustees of the Trust who are not a party to this Agreement or interested
persons (as defined in the Investment Company Act) of any such person, and
(2) by a vote of the majority of the outstanding Shares of the
Fund.
15. TERMINATION;
NO ASSIGNMENT.
(a) This
Agreement may be terminated by the Trust on behalf of the 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 the Fund, upon 60 days’ written
notice to the Advisor, and by the Advisor upon 60 days’ written notice to the
Fund. In the event of a termination, the Advisor shall cooperate in the orderly
transfer of the Fund’s affairs and, at the request of the Board of Trustees,
transfer any and all books and records of the Fund maintained by the Advisor on
behalf of the Fund.
(b) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
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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 Fund 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 Fund 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 Fund that
the Advisor reasonably believes is relevant to the Fund’s certification
obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
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.
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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.
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on
behalf of each series of the Trust listed on
Schedule A
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By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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Title:
President
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NORTHCOAST
ASSET MANAGEMENT, LLC
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By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Title:
President
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SCHEDULE
A
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Series
or Fund of Professionally Managed Portfolios
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Annual
Fee Rate
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CAN
SLIM Select Growth Fund
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1.00%
of average daily net assets
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on
behalf of each series of the Trust listed on
Schedule A
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By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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Title:
President
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NORTHCOAST
ASSET MANAGEMENT, LLC
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By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Title:
President
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Approved
by the Board of Trustees: May 19,
2008
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