PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT The Osterweis Strategic Income Fund
AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
The
Osterweis Strategic Income Fund
THIS
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
is made
as of the 31st day of August, 2006, by and between Professionally Managed
Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the
Trust’s The Osterweis Strategic Income Fund series (the “Fund”) and Osterweis
Capital 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,
the
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;
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 (the “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.
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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 consistent with its duties hereunder;
(iv) maintain the books and records that it generates in the course of
performing its duties hereunder insofar as such books and records are 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. In no event shall the Advisor
be obligated to initiate litigation or any other legal proceedings on behalf
of
the Fund.
(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 factors, among others, 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
communicated in writing to the Advisor in a timely manner 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.
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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 under this agreement 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 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 exclusive, that the Advisor
may give advice and take action with respect to other clients, including
affiliates of the Advisor, that may be similar or different from that given
to
the Fund and that 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, for purposes of
this Paragraph 5 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 only
for
the following costs and expenses (i) the Fund’s organizational expenses
(determined in accordance with generally accepted accounting principals) (ii)
providing the personnel, office space and equipment reasonably necessary to
perform its obligations under this Agreement; (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.
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(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.
(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 services furnished or provided to such Fund pursuant to
this Agreement, a 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 ten (10) days after the date of termination.
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(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 the 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 which are the responsibility of the 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.
(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 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 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 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.
5
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) relating to: (i) the Advisor and its
affiliates, (ii) the Fund’s investment strategies and related risks, or (iii)
other information, in each case only if supplied by the Advisor for inclusion
therein.
(b)
Except as otherwise provided herein, 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, other than losses or damages relating to lost profits.
(c)
In
the absence of willful misfeasance, bad faith, gross 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.
(d)
Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, members, directors, managers, 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)
(collectively, “Losses”) arising out of the Indemnifying Party’s willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties hereunder; provided, however, that nothing herein shall
be
deemed to protect any Indemnified Party against any Loss to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence in the performance of duties hereunder or by reason
of reckless disregard of its 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.
(f)
The
Trust represents and warrants that this agreement has been authorized with
all
necessary action by the Trust’s Board of Directors and
Shareholders.
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, in its judgment, will adversely affect the performance of its obligations
to the Fund under this Agreement; and provided further that the Advisor will
adopt 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.
6
13.
TRANSACTIONS WITH OTHER INVESTMENT ADVISERS.
The
Advisor is not an affiliated person of any investment adviser, other than
Osterweis Capital Management, Inc. (“OCM INC”), 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, other than OCM INC, concerning transactions for
the
Fund or any other series of the Trust. Furthermore, the Advisor shall not effect
principal trades between the Fund and any other series of the Trust for which
OCM INC serves as investment adviser.
14.
TERM.
(a)
This
Amended and Restated Agreement shall become effective upon execution and shall
remain in effect for a period of one (1) year, 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.
(b)
The
Fund may use the name “The Osterweis Strategic Income Fund” or any name derived
from or using the name “Osterweis” 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 Fund 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 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 sixty (60)
days’
written notice to the Advisor, and by the Advisor upon sixty (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 at the Fund’s expense.
(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.
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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, provided however,
that the Advisor shall not be liable in respect to any failure to comply with
changes to the Trust’s Anti-Money Laundering Policy of which it has not been
notified in writing by the Trust a reasonable time in advance of the
effectiveness of such changes. 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.
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.
| PROFESSIONALLY
MANAGED
PORTFOLIOS behalf of the The Osterweis Strategic Income Fund |
OSTERWEIS
CAPITAL MANAGEMENT, LLC |
|||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | President | Title: | Manager | |
8
SCHEDULE
A
| Series or Fund of Professionally Managed Portfolios | Annual Fee Rate |
| The Osterweis Strategic Income Fund | 1.00% of average daily net assets |
9