PROFESSIONALLY MANAGED PORTFOLIOS INTERIM INVESTMENT ADVISORY AGREEMENT Nicholas-Applegate International All-Cap Growth Fund
INTERIM INVESTMENT ADVISORY AGREEMENT
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth Fund
THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st day of July, 2005, by and between
Professionally Managed Portfolios, a Massachusetts business trust (hereinafter called the “Trust”),
on behalf of the following series of the Trust, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth
Fund (the “Fund”) and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management, LLC (hereinafter called 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;
WHEREAS, ▇▇▇▇▇▇-▇▇▇▇▇ Capital Management, LLC (“DHCM”) renders advice and services to the Fund
under an Investment Advisory Agreement dated June 29, 1999 (the “Old Agreement”);
WHEREAS, the Advisor, as of the date written above, acquired the international management
business of DHCM which included the management of the Fund and DHCM wishes to assign the Old
Agreement to the Advisor;
WHEREAS, the Trust intends to terminate the Old Agreement as soon as practicable;
WHEREAS, the Trust and the Advisor enter into this Agreement pursuant to Rule 15a-4 under the
Investment Company Act and intend for this Agreement’s term to extend only for so long as necessary
to obtain the requisite vote of the shareholders of the Fund, as required by law and the Trust’s
Declaration of Trust and By-laws, to approve a new Investment Management Agreement between the
Trust and the Advisor (“New Agreement”) or one hundred and fifty (150) days from the date of the
termination of the Old Agreement, whichever occurs first:
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.
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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. 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, 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 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 each Fund’s
investment activities as the Board may reasonably request, including at least one in-person
appearance annually before the Board of Trustees.
(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 for 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 Securities Exchange Act of 1934, as amended, 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
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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.
(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)
providing the personnel, office space and equipment reasonably necessary for the operation of the
Fund, (ii) 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, (iii) the costs of any special Board of
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Trustees meetings or shareholder meetings convened for the primary benefit of the Advisor, and (iv) 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
shall also 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 Trust’s 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 Trust’s 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 each 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; 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 federal and applicable state and foreign 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 absorb certain Fund expenses or waive the Advisor’s own
advisory fee.
(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 a 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.
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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) All fees payable to the Advisor under this Section 7 shall be accrued daily and paid by
the Fund to an interest-bearing escrow account with the Fund’s custodian; provided that if the New
Agreement is approved by a majority of the outstanding voting securities (as defined in the ▇▇▇▇
▇▇▇) of the Fund before the termination of this Agreement, all amounts paid by the Fund in the
escrow account will be immediately payable to the Advisor along with the interest attributable to
such amounts upon such approval; provided further, that if a majority of the outstanding voting
securities of the Fund do not approve the New Agreement with respect to the Fund before the
termination of this Agreement, the Advisor shall, upon termination of this Agreement, be entitled
only to the lesser of: (i) the costs incurred in performing this Agreement with respect to the Fund
plus interest earned on that amount while in escrow; or (ii) the total amount paid by the Fund to
the escrow account plus interest earned on that amount..
(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
which 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.
(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
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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 the Trust 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 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.
(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.
(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 Indemnified 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.
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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 Trust’s Board of
Trustees.
13. TERM.
(a) 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 ▇▇▇▇ ▇▇▇) of any
such person, and (2) by a vote of the majority of the outstanding Shares of the Fund.
(b) [The Fund may use the name ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth Fund or any
name derived from 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. ]
14. 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 of the Trust or by vote of a majority of the
outstanding voting securities of a Fund, upon ten (10) 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.
(b) This Agreement shall terminate automatically in the event of any transfer or assignment
thereof, as defined in the Investment Company Act.
15. NONPUBLIC PERSONAL INFORMATION. Notwithstanding any provision herein to the contrary, the
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 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
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proceedings for
failure to comply after being requested to divulge such information by duly constituted
authorities.
16. 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.
17. CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Advisor acknowledges that, in
compliance with 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.
18. 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.
19. 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.
20. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California without giving effect to the conflict of laws principles thereof;
provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal
law, regulation or rule, including the Investment Company Act 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.
| ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital | ||
on behalf of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap
|
Management, LLC | |
Growth Fund |
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇. Field | |||
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇
|
||||||
Title:
President
|
Name: | |||||
| Title: | ||||||
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SCHEDULE A
| Series or Fund of Professionally Managed Portfolios | Annual Fee rate | |
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International All-Cap Growth Fund
|
1.25% of average net assets |
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