PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT SUB-ADVISORY AGREEMENT between BROWN INVESTMENT ADVISORY INCORPORATED and CARDINAL CAPITAL MANAGEMENT, L.L.C.
between
▇▇▇▇▇
INVESTMENT ADVISORY INCORPORATED
and
CARDINAL
CAPITAL MANAGEMENT, L.L.C.
This
AGREEMENT is made as of
the 12th day
of April, 2010, by and between Cardinal Capital Management, L.L.C., a Delaware
limited liability company located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Sub-Advisor”), and ▇▇▇▇▇
Investment Advisory Incorporated, a Maryland corporation located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ (the
“Advisor”).
WHEREAS, the Advisor and the
Sub-Advisor are each registered as investment advisors under the Investment
Advisers Act of 1940; and
WHEREAS, Professionally
Managed Portfolios, a Massachusetts business trust located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Trust”) is engaged in business
as an open-end investment company with one or more series of shares and is
registered under the Investment Company Act of 1940, as amended (the
“1940 Act”); and
WHEREAS, the Trust has
retained the Advisor to perform investment advisory services for the certain
funds within the Trust (the “Funds”) under the terms of an investment advisory
agreement, dated April 12, 2010, between the Advisor and the Trust on
behalf of the Funds (the “Investment Advisory
Agreement”); and
WHEREAS, the Advisor, acting
pursuant to the Investment Advisory Agreement, wishes to retain the Sub-Advisor,
and the Trust’s Board of Trustees (the “Board of Trustees” or the “Trustees”)
has approved the retention of the Sub-Advisor, to provide the investment
advisory services described in this document to the assets of the Fund(s) listed
on Schedule A (as it may be amended from time to time is engaged in the
business of creating and marketing mutual funds);
WHEREAS, each Fund listed in
Schedule A is a separate series of the Trust having separate assets and
liabilities; and
WHEREAS, The Trust and the
Fund(s) are third party beneficiaries of such arrangements;
NOW, THEREFORE,
WITNESSETH: That the parties, which shall include the Trust on
behalf of the Fund(s) for the purposes of the indemnification provisions of
section 6, hereby agree as follows:
|
1.
|
APPOINTMENT OF
SUB-ADVISOR.
|
|
(a)
|
Acceptance. The
Sub-Advisor is hereby appointed and the Sub-Advisor hereby accepts the
appointment, on the terms herein set forth and for the compensation herein
provided, to act as investment advisor to the Fund’s
assets.
|
|
(b)
|
Independent
Contractor. The Sub-Advisor shall for all purposes
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for
or be deemed an agent of the Fund.
|
|
(c)
|
The Sub-Advisor’s
Representations. The Sub-Advisor represents, warrants
and agrees that it has all requisite power and authority to enter into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance of
this Agreement. The Sub-Advisor represents, warrants and agrees
that it is registered as an advisor under the Investment Advisers Act of
1940, as amended.
|
|
(e)
|
Plenary authority of
the Board of Trustees. The Sub-Advisor and Advisor both
acknowledge that the Fund is a mutual fund that operates as a series of
the Trust under the authority of the Board of
Trustees.
|
|
2.
|
PROVISION OF INVESTMENT
SUB-ADVISORY SERVICES.
|
The
Sub-Advisor will provide for the Fund a continuing and suitable investment
program consistent with the investment policies, objectives and restrictions of
the Fund, as established by the Fund and the Advisor and provided to the
Sub-Advisor in writing. The current policies, objectives and
restrictions are attached hereto as Appendix
A. From time to time, the Advisor or the Fund may provide the
Sub-Advisor with written copies of additional or amended investment policies,
guidelines and restrictions, which shall become effective at such time as agreed
upon by both parties.
|
(a)
|
The
Sub-Advisor shall assume all investment duties and have full discretionary
power and authority with respect to investment of the assets of the Fund.
Without limiting the generality of the foregoing, the Sub-Advisor shall
(i) obtain and evaluate such information and advice relating to the
economy and securities markets and securities as it deems necessary or
useful to discharge its duties hereunder; (ii) continuously invest
the assets of the Fund in a manner consistent with the investment
objective and policies thereof as stated in the Fund's Prospectuses and
Statements of Additional Information on file with the Securities and
Exchange Commission, as the same may be amended from time to time;
(iii) determine the securities to be purchased, sold or otherwise
disposed of by the Fund and the timing of such purchases, sales and
dispositions; (iv) vote all proxies for securities held by the Fund
and exercise all other voting rights with respect to such securities in
the manner it deems appropriate; (v) issue settlement instructions to
custodians designated by the Advisor or the Trust; (vi) evaluate the
credit worthiness of securities dealers, banks and other entities with
which the Fund may engage in repurchase agreements and monitor the status
of such agreements; and (vii) take such further action, including the
placing of purchase and sale orders and the selection of broker-dealers to
execute such orders on behalf of the Fund, as the Sub-Advisor shall deem
necessary or appropriate, in its sole discretion, to carry out its duties
under this Agreement.
|
2
|
(b)
|
The
Sub-Advisor shall also furnish to or place at the disposal of the Advisor
and/or Trust such information, evaluations, analyses and opinions
formulated or obtained by the Sub-Advisor in the discharge of its duties,
as the Advisor and/or the Trust may, from time to time, reasonably
request.
|
|
(c)
|
The
Sub-Advisor agrees, that in performing its duties hereunder, it will
comply with (i) the 1940 Act, as amended and the Advisers Act of
1940, as amended, and all rules and regulations promulgated thereunder;
(ii) all other applicable federal and state laws and regulations,
(iii) the provisions of the Declaration of Trust and By-Laws of the
Trust, as amended from time to time; and (iv) any applicable
procedures adopted by the Trust or the Advisor, upon notification to the
Sub-Advisor of the adoption of such
procedures.
|
|
(d)
|
The
Sub-Advisor shall keep accurate and detailed records concerning its
services under this Agreement and all such records shall be open to
inspection at all reasonable times by the Advisor and any appropriate
regulatory authorities. The Sub-Advisor shall provide to the
Advisor copies of any and all documentation relating to Fund’s
transactions upon reasonable
request;
|
|
(e)
|
At
the request of the Advisor from time to time, the Sub-Advisor shall
provide pricing and valuation information with respect to particular
securities it has recommended for the Fund if the Advisor has determined
that such pricing and valuation information is not otherwise reasonably
available to it through standard pricing
services;
|
|
(f)
|
The
Advisor and the Sub-Advisor agree that only the Sub-Advisor will exercise
“investment discretion” over the Fund within the meaning of
Section 13(f) of the Securities Exchange Act of 1934, and the
Sub-Advisor shall be responsible for filing any required reports on its
behalf with the Securities and Exchange Commission pursuant to
Section 13(f) and the rules and regulations
thereunder;
|
|
(g)
|
The
Sub-Advisor shall be responsible for taking action on behalf of clients
for all matters in which a shareholder vote is solicited by, or with
respect to, issuers of securities beneficially held in the Fund,
including, but not limited to, optional tender offers, Dutch auctions, and
odd lot tender offers, in accordance with the Advisor’s written proxy
voting policies and procedures;
|
|
(h)
|
To
the extent reasonably requested by the Trust, the Sub-Advisor will use its
best efforts to assist the Chief Compliance Officer of the Trust in
respect of Rule 38a-1 under the 1940 Act including, without
limitation, providing the Chief Compliance Officer of the Trust with
(i) current copies of the compliance policies and procedures of the
Sub-Advisor in effect from time to time (including prompt notice of any
material changes thereto), (ii) a summary of such policies and
procedures in connection with the annual review thereof by the Trust
required under Rule 38a-1, and (iii) upon request, a certificate
of the chief compliance officer of the Sub-Advisor to the effect that the
policies and procedures of the Sub-Advisor are reasonably designed to
prevent violation of the Federal Securities Laws (as such term is defined
in Rule 38a-1); and
|
|
(i)
|
Except
as permitted by the Trust’s policies and procedures, the Sub-Advisor will
not disclose but shall treat confidentially all information in respect of
the portfolio investments of the Fund, including, without limitation, the
identification and market value or other pricing information of any and
all portfolio securities or other financial instruments held by the Fund,
and any and all trades of portfolio securities or other transactions
effected for the Fund (including past, pending and proposed
trades).
|
3
The Fund
or its agent will provide timely information to the Sub-Advisor regarding such
matters as inflows to and outflows from the Fund and the cash requirements of,
and cash available for investment in, the Fund. The Fund or its agent
will timely provide the Sub-Advisor with copies of monthly accounting statements
for the Fund, and such other information as may be reasonably necessary or
appropriate in order for the Sub-Advisor to perform its responsibilities
hereunder.
The
Advisor will be responsible for all class actions and lawsuits involving the
Fund or securities held, or formerly held, in the Fund. The
Sub-Advisor is not required to take any action or to render investment-related
advice with respect to lawsuits involving the Fund, including those involving
securities presently or formerly held in the Fund, or the issuers thereof,
including actions involving bankruptcy. In the case of notices of
class action suits received by the Sub-Advisor involving issuers presently or
formerly held in the Fund, the Sub-Advisor shall promptly forward such notices
to the Advisor and, with the consent of the Advisor, may provide information
about the Fund to third parties for purposes of participating in any settlements
relating to such class actions.
|
3.
|
BROKERAGE.
|
As
delegated by the Advisor, the Sub-Advisor is responsible for decisions to buy
and sell securities for the Fund, for broker-dealer selection, and for
negotiation of brokerage commission rates, provided that neither the Advisor or
Sub-Advisor shall not direct order to an affiliated person of the Advisor or
Sub-Advisor without general prior authorization to use such affiliated broker or
dealer for the Trust's Board of Trustees. The Sub-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 Sub-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 Sub-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 Sub-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 Sub-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 Sub-Advisor's
overall responsibilities with respect to the Trust. Subject to the same policies
and legal provisions, the Sub-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, the Sub-Advisor or any affiliate. Such allocation shall be in such
amounts and proportions as the Sub-Advisor shall determine, and the Sub-Advisor
shall report on such allocations regularly to the Advisor who shall report to
the Trust, indicating the broker-dealers to whom such allocations have been made
and the basis therefor.
4
On
occasions when the Sub-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 Sub-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 Sub-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.
|
4.
|
ALLOCATION OF
EXPENSES.
|
(a) Each
party to this Agreement shall bear the costs and expenses of performing its
obligations hereunder. In this regard, the Advisor specifically
agrees that the Fund shall assume the expense of:
|
|
(i)
|
brokerage
commissions for transactions in the portfolio investments of the Fund and
similar fees and charges for the acquisition, disposition, lending or
borrowing of such portfolio
investments;
|
|
|
(ii)
|
custodian
fees and expenses;
|
|
|
(iii)
|
all
taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Fund to federal, state or other government agencies;
and
|
|
|
(iv)
|
interest
payable on any Fund borrowings.
|
(b) The
Sub-Advisor specifically agrees that with respect to the operation of the Fund,
the Sub-Advisor shall be responsible for (i) providing the personnel,
office space and equipment reasonably necessary to provide its sub-advisory
services to the Fund hereunder, and (ii) the costs of any special Board of
Trustees meetings or shareholder meetings convened for the primary benefit of
the Sub-Advisor. If the Advisor has agreed to limit the operating
expenses of the Fund, the Advisor shall also be solely responsible on a monthly
basis for any operating expenses that exceed the agreed upon expense
limit. Nothing in this Agreement shall alter the allocation of
expenses and costs agreed upon between the Fund and the Advisor in the
Investment Advisory Agreement or any other agreement to which they are
parties.
(c) The
Sub-Advisor agrees that to the extent the Advisor has agreed to limit the
operating expenses of the Fund, the Sub-Advisor shall be equally responsible on
a monthly basis for any operating expenses that exceed the agreed upon expense
limit. Upon receipt in writing from the Advisor on a monthly basis of
the amount the Adviser reimbursed the Fund for any operating expenses, the
Sub-Advisor shall promptly pay the Advisor 50% of the reimbursement
amount. Nothing in this Agreement shall alter the allocation of
expenses and costs agreed upon between the Fund and the Advisor in the
Investment Advisory Agreement or any other agreement to which they are
parties.
|
5.
|
SUB-ADVISORY
FEES.
|
For all
of the services rendered with respect to the Fund as herein provided, the
Advisor shall pay to the Sub-Advisor a fee (for the payment of which the Fund
shall have no obligation or liability), based on the Current Net Assets of the
Fund (as defined below), as set forth in Schedule A attached hereto and made a
part hereof. Such fee shall be accrued daily and payable, as soon as
practicable after the last day of each calendar quarter. In the case
of termination of this Agreement with respect to the Fund during any calendar
month, the fee with respect to such Fund accrued to, but excluding, the date of
termination shall be paid promptly following such termination. For
purposes of computing the amount of advisory fee accrued for any day, “Current
Net Assets” shall mean the Fund’s net assets, managed by the Sub-Advisor, as of
the most recent preceding day for which the Fund’s net assets were
computed.
5
|
6.
|
LIABILITY;
STANDARD OF CARE.
|
The
Sub-Advisor, its affiliates, agents and employees, shall be indemnified by the
Advisor against all liabilities, losses or claims (including reasonable expenses
arising out of defending such liabilities, losses or claims):
|
(a)
|
arising
from Fund’s or the Advisor’s directions to the Sub-Advisor or Custodian,
or brokers, dealers or others with respect to the making, retention or
sale of any investment or reinvestment hereunder;
or
|
|
(b)
|
arising
from the acts or omissions of the Advisor, the Custodian or the Fund,
their respective affiliates, agents or
employees;
|
except
for any such liability or loss which is due to the gross negligence, willful
misconduct, or lack of good faith of the Sub-Advisor, its affiliates, agents and
employees, or the Sub-Advisor’s reckless disregard of its duties and
obligations.
The
Sub-Advisor shall comply with all applicable laws and regulations in the
discharge of its duties under this Agreement; shall (as provided in Section 2
above) comply with the investment policies, guidelines and restrictions of the
Fund; shall act at all times in the best interests of the Fund; and shall
discharge its duties with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of a similar
enterprise.
However,
the Sub-Advisor shall not be obligated to perform any service not described in
this Agreement, and shall not be deemed by virtue of this Agreement to have made
any representation or warranty that any level of investment performance or level
of investment results will be achieved.
Except as
otherwise provided in this Agreement, each party to this Agreement (as an
“Indemnifying Party”), including the Trust on behalf of the Fund, 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 expense 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
indemnification shall not be paid hereunder with respect to any matter to the
extent to which the loss, liability, claim, damage, or expense was determined by
a court of competent jurisdiction to have been caused by the Indemnified Party’s
willful misfeasance, bad faith, or negligence in the performance of duties
hereunder or reckless disregard of obligations and duties under this Agreement,
and provided further, however, that the Sub-Advisor shall only be required to
indemnify and hold harmless an Indemnified Party to the extent the loss,
liability, claim, damage, or expense of such Indemnified Party was attributable
to the willful misfeasance, bad faith, gross negligence, or reckless disregard
of the Sub-Advisor’s obligations or duties hereunder.
If
indemnification is to be sought hereunder, then the Indemnified Party shall
promptly notify the Indemnifying Party of the assertion of any claim or the
commencement of any action or proceeding in respect thereof; provided, however,
that the failure so to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability that it may otherwise have to the
Indemnified Party provided such failure shall not affect in a material adverse
manner the position of the Indemnifying Party or the Indemnified Party with
respect to such claim. Following such notification, the Indemnifying
Party may elect in writing to assume the defense of such action or proceeding
and, upon such election, it shall not be liable for any legal costs incurred by
the Indemnified Party (other than reasonable costs of investigation previously
incurred) in connection therewith, unless (i) the Indemnifying Party has failed
to provide counsel reasonably satisfactory to the Indemnified Party in a timely
manner or (ii) counsel which has been provided by the Indemnifying Party
reasonably determines that its representation of the Indemnified Party would
present it with a conflict of interest. Notwithstanding the foregoing, the
Indemnified Party shall be entitled to employ separate counsel at its own
expense and, in such event, the Indemnified Party may participate in such
defense as it deems necessary.
6
The
provisions of this paragraph 6 shall not apply in any action where the
Indemnified Party is the party adverse, or one of the parties adverse, to the
other party.
|
7.
|
TERM
AND TERMINATION OF THIS AGREEMENT; NO
ASSIGNMENT
|
(a) This
Agreement shall go into effect as to the Fund on the date set forth above and
shall, unless terminated as hereinafter provided, continue in effect for a
period of two years from the date of approval by shareholders of the Fund at a
meeting called for the purpose of such approval. This Agreement shall
continue in effect thereafter for additional periods not exceeding one year so
long as such continuation is approved for the Fund at least annually by
(i) the Board of Trustees of the Trust 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 as set forth in the
1940 Act;
(b) 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 of the Trust, by the
Advisor, or by vote of a majority of the outstanding voting securities of a Fund
without the payment of any penalties, upon sixty (60) days’ written notice to
the Sub-Advisor, and by the Sub-Advisor upon sixty (60) days’ written notice to
the Fund and the Advisor. In the event of a termination, the
Sub-Advisor shall cooperate in the orderly transfer of the Fund’s affairs and,
at the request of the Board of Trustees or the Advisor, transfer any and all
books and records of the Fund maintained by the Sub-Advisor on behalf of the
Fund; and
(c) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the 1940 Act. This Agreement will
also terminate in the event that the Investment Advisory Agreement is
terminated.
|
8.
|
SERVICES
NOT EXCLUSIVE
|
The
services of the Sub-Advisor to the Advisor and the Fund are not to be deemed
exclusive and it shall be free to render similar services to others so long as
its services hereunder are not impaired thereby. It is specifically
understood that directors, officers and employees of the Sub-Advisor and of its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory
clients. The Advisor agrees that Sub-Advisor may give advice and take
action in the performance of its duties with respect to any of its other clients
which may differ from advice given or the timing or nature of action taken with
respect to the Fund. Nothing in this Agreement shall be deemed to
require Sub-Advisor, its principals, affiliates, agents or employees to purchase
or sell for the Fund any security which it or they may purchase or sell for its
or their own account or for the account of any other client.
7
|
9.
|
AMENDMENT
|
No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all parties.
|
10.
|
NONPUBLIC
PERSONAL INFORMATION.
|
Notwithstanding
any provision herein to the contrary, the Sub-Advisor hereto agrees on behalf of
itself and its directors, trustees, shareholders, officers, and employees
(1) to treat confidentially and as proprietary information of the Fund
(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
Sub-Advisor. Such written approval shall not be unreasonably withheld
by the Trust and may not be withheld where the Sub-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.
|
11.
|
CERTIFICATIONS;
DISCLOSURE CONTROLS AND PROCEDURES
|
The
Sub-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 Sub-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.
|
12.
|
REPORTS
AND ACCESS
|
The
Sub-Advisor agrees to supply such information to the Advisor and to permit such
compliance inspections by the Advisor or the Fund as shall be reasonably
necessary to permit the administrator to satisfy its obligations and respond to
the reasonable requests of the Trust.
|
13.
|
NOTIFICATION
|
The
Sub-Advisor agrees that it will provide prompt notice to the Advisor and Fund
about material changes in the employment status of key investment management
personnel involved in the management of the Fund, material changes in the
investment process used to manage the Fund and any changes in senior management,
operations or ownership of the Sub-Advisor’s Firm.
8
|
14.
|
NOTICES
|
Notices
and other communications required or permitted under this Agreement shall be in
writing, shall be deemed to be effectively delivered when actually received, and
may be delivered by U.S. mail (first class, postage prepaid), by facsimile
transmission, by hand or by commercial overnight delivery service, addressed as
follows:
|
ADVISOR:
|
▇▇▇▇▇
Investment Advisory Incorporated
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Treasurer
|
|
SUB-ADVISOR:
|
Cardinal
Capital Management, L.L.C.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Compliance
Officer
|
|
FUND:
|
On
behalf of the ▇▇▇▇▇ Advisory Funds
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
|
|
15.
|
ASSIGNMENT
|
This
Agreement may not be assigned by any party, either in whole or in part, without
the prior written consent of each other party.
|
16.
|
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.
|
17.
|
CAPTIONS
|
The
caption in this Agreement are not 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.
|
18.
|
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 1940 Act and the Investment Advisers Act of 1940, as
amended, and any rules and regulations promulgated thereunder.
[SIGNATURE
PAGE FOLLOWS]
9
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the day first set
forth above.
|
▇▇▇▇▇
INVESTMENT ADVISORY INCORPORATED
By: /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
|
|
CARDINAL
CAPITAL MANAGEMENT, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: Chief
Compliance Officer
|
|
As
a Third Party Beneficiary, and as a party for purposes of
Section 6
|
|
On
behalf of the ▇▇▇▇▇ Cardinal Small Companies Fund
By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
|
10
APPENDIX
A
INVESTMENT
GUIDELINES
Investment Objectives and
Policies
As
described in Fund’s current prospectus and SAI provided by Advisor and as agreed
to by Sub-advisor.
Investment
Restrictions
As
described in Fund’s current prospectus and SAI provided by Advisor and as agreed
to by Sub-advisor.
SCHEDULE
A
FUNDS
AND FEES
|
Series of Professionally Managed
Portfolios
|
Annual
Fee Rate as % of
Avg. Daily Net Asset
Value
|
|
|
▇▇▇▇▇
Cardinal Small Companies Fund
|
0.75%
of the Fund's average daily net assets
|