(File
Nos. 033-12213 and 811-05037)
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X]
Definitive Proxy Statement
[ ]
Definitive Additional Materials
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Soliciting Material under Rule 14a-12
PROFESSIONALLY MANAGED
PORTFOLIOS
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
Fee Paid:
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[ ]
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Fee
paid previously with preliminary
materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Proxy
Materials
PLEASE
CAST YOUR VOTE NOW!
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Dear
Shareholder:
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Winslow
Management Company (“Winslow”) announced on March 31, 2009 its combination with
Brown Advisory Management, LLC (“BAMLLC”), whereby BAMLLC acquired all of the
assets of Winslow. As a result of the transaction, Winslow’s
investment management team has become part of Brown Investment Advisory
Incorporated (“Brown Advisory”).
I have
personally known the management team at Brown Advisory for many years, and I
have been continuously impressed with their firm’s culture of investment
success, their absolute integrity and their unwavering devotion to their
clients’ best interests. Brown Advisory is an independent investment
firm based in Baltimore, MD, which, as of year-end 2008, manages approximately
$14 billion in separate account, mutual fund, and brokerage
assets. The firm serves both individuals and institutions and, like
Winslow, provides its clients with investment strategies strongly supported by
in-house fundamental research.
Brown
Advisory is very much dedicated to supporting Winslow in its independent pursuit
of its investment strategy. Winslow’s mission, investment products,
portfolio management services and investment team will remain the same, and as
part of Brown Advisory, Winslow will now have access to an outstanding array of
resources that can support its continued development and growth. We
hope and trust that the synergies of this combination will benefit the
shareholders of the Winslow Green Mutual Funds for years to come.
I am
writing to ask for your prompt vote regarding the selection of Brown Advisory, a
subsidiary of Winslow’s new parent company, as the new Investment Adviser to the
Winslow Green Mutual Funds. Under this proposed arrangement, nothing about the investment strategy
for the Funds will change. Both Winslow and Brown Advisory are
100% dedicated to the same goal: offering the Funds’ shareholders an
environmentally sustainable, green investing solution. The Funds’ portfolio managers will
also remain the same. This package contains information about
that proposal as well as a proposal to adopt a Rule 12b-1 Distribution Plan
with a Rule 12b-1 fee of 0.25% of the average daily net assets for the
Funds’ Investor Class Shares. PLEASE NOTE: The adoption of
a Rule 12b-1 Distribution Plan and related fee will increase the total
operating expenses of each Fund. However, we have contractually
waived our advisory fees and agreed to reimburse Fund expenses so that each
Fund’s net expenses—in
other words, the expenses that are paid by shareholders—will not increase from
current levels for at least the next two years.
These
proposals have been carefully reviewed by the Board of Trustees, none of whom
are affiliated with either Winslow or Brown Advisory. The Trustees of the Winslow Green
Mutual Funds unanimously recommend that you vote FOR both proposals.
It
is very important that we receive your vote before July 27,
2009. Voting is quick and easy. Everything you need is
enclosed. To cast your vote:
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PHONE:
Call the toll-free number on your proxy card. Enter the control
number on your proxy card and follow the
instructions.
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INTERNET:
Visit the website indicated on your proxy card. Enter the
control number on your proxy card and follow the
instructions.
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MAIL:
Complete the proxy card(s) enclosed in this package. BE SURE TO
SIGN EACH CARD before mailing it in the postage-paid
envelope.
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My team
and I are very enthusiastic about Winslow’s partnership with Brown
Advisory. I appreciate your participation and prompt response in this
matter and thank you for your continued support of Winslow and its green
investing mission.
Sincerely,
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Jackson
W. Robinson
President
Winslow
Management Company, LLC
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Important
information
to help
you understand and vote on the proposal
Please
read the full text of the proxy statement. Below is a brief overview
of the proposal to be voted upon. Your vote is
important.
What is this
document and why did you send it to me?
We are
sending this document to you for your use in deciding whether to approve Brown
Investment Advisory Incorporated (“Brown Advisory”) as the investment adviser
for the Winslow Green Mutual Funds’ and whether to adopt a Rule 12b-1
Distribution Plan with a 0.25% Rule 12b-1 fee for the Funds’ Investor Class
Shares at the Special Meeting. This document includes a Notice of
Special Meeting of Shareholders, a Proxy Statement, and a form of
Proxy.
At a
meeting of the Board of Trustees (the “Board”) of Professionally Managed
Portfolios (the “Trust”) held on March 23, 2009, the Board approved,
subject to shareholder approval, Brown Advisory as the investment adviser to the
Winslow Green Growth Fund and the Winslow Green Solutions Fund (the
“Funds”). The Board also approved the implementation of a
Rule 12b-1 Distribution Plan and 0.25% Rule 12b-1 fee for the Funds’
Investor Class Shares, subject to shareholder approval.
What
am I being asked to vote on?
You are
being asked to vote on two items for the Funds:
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(1)
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A
newly-named investment adviser – Brown Investment Advisory
Incorporated.
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(2)
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A
new Distribution Plan and related Rule 12b-1 fee of 0.25% for the Funds’
Investor Class Shares.
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(1) Approving
a newly-named investment adviser – Brown Investment Advisory
Incorporated
Effective
March 31, 2009, Brown Advisory Management LLC (“BAMLLC”) entered into an
agreement with Winslow Management Company, LLC (“Winslow”), whereby Winslow
would become a wholly-owned subsidiary of BAMLLC. BAMLLC is a
subsidiary of Brown Advisory Holdings Incorporated (“Brown
Holdings”). Brown Holdings has several other SEC-registered
investment advisers under its control, including Brown Advisory. As a
result of this transaction, Winslow’s investment management team became part of
Brown Advisory’s investment management team. Although the transaction
will not result in any change to the Funds’ investment strategies or in
the portfolio managers responsible for the day-to-day management of the
Funds, the transaction does result in a “change in control” of Winslow under
applicable law. Pursuant to the Investment Company Act of 1940, with
the change in control of Winslow on March 31, 2009, Winslow’s Investment
Advisory Agreement with the Winslow Green Mutual Funds automatically
terminated requiring the Board to take action to approve the necessary
interim and final arrangements for the continued management of the Funds by the
same portfolio management team under the Brown umbrella.
At a
Board meeting held on March 23, 2009, the Board approved an Interim
Investment Advisory Agreement with Brown Advisory on behalf of the Winslow Green
Mutual Funds (“Interim Advisory Agreement”) so that as of March 31, 2009,
Brown Advisory began managing the Funds. The terms of the
Interim Advisory Agreement are substantially identical to the terms of the
Winslow’s recently terminated investment advisory agreement except for the
identity of the investment adviser and the commencement date of the
agreement. Additionally, under the Interim Advisory Agreement,
management fees earned by Brown Advisory are held in an escrow account
until shareholder approval for Brown Advisory as the new investment advisor is
obtained. The Board also approved a final Investment Advisory
Agreement with Brown Advisory on behalf of the Funds, subject to
shareholder approval.
Q&A 1
Accordingly,
the Funds need shareholder approval to engage Brown Advisory as the investment
adviser on a permanent basis. If Fund shareholders do not approve
Brown Advisory as the investment adviser for the Funds, then Brown Advisory will
not be permitted to serve as the Funds’ investment adviser beyond
August 28, 2009 and the Board will have to consider other alternatives for
the Funds, including its possible liquidation.
(2) Approving
a new Rule 12b-1 Distribution Plan and Related Rule 12b-1 fee of
0.25% of the Funds’ Investor Class Shares’ Average Daily Net
Assets.
At the
Board meeting held on March 23, 2009, the Board approved a Rule 12b-1
Distribution Plan for the Investor Class shares of the Funds and related
Rule 12b-1 fee under the Investment Company Act of 1940. A
Rule 12b-1 Distribution Plan is a plan which allows the Fund to pay a
portion of the costs incurred to distribute the Funds’ shares. The
proposed Rule 12b-1 fee, which would be paid to the Funds’ distributor to
reimburse it for a portion of the costs it incurs in distributing the Investor
Class Shares, is an annual rate of up to 0.25% of the average daily net assets
of each Fund’s Investor Class Shares. The fee would only be charged
to the Investor Class of shares of the Funds. The Plan was proposed
by the Funds’ investment adviser and approved by the Trustees. The
Trustees believe that there is a reasonable likelihood that the Plan could
benefit the Funds’ and its shareholders. The Funds need shareholder
approval to implement the Distribution Plan.
How
will my approval of these proposals affect the management and operation of the
Fund?
Although
a new legal entity has been named as the Funds’ investment adviser, nothing
about the investment strategy for the Funds will change. The Funds’
investment strategies and portfolio managers remain the same. The Winslow
investment management team will however operate within the Brown Advisory
umbrella. Both Winslow and Brown Advisory are dedicated to the same
goal: offering the Funds’ shareholders an environmentally sustainable, green
investing solution.
How
will my approval of these proposals affect the expenses of the
Fund?
The
proposed change in investment advisers will not result in any increase of the
investment advisory fee or in the total expenses of the Fund. In
addition, although the proposed new Rule 12b-1 Distribution Plan and
related Rule 12b-1 fee of 0.25% for the Investor Class Shares will increase
the Investor Class shares’ total operating expenses, the
Rule 12b-1 fee will not result in an
increase in the Fund’s current net expenses that impact
shareholders for at least two years. In other words, the investment
adviser will continue to limit the Fund expenses paid by shareholders to their
current levels for at least two years following the date of the New Investment
Advisory Agreement (as defined below).
What
are the primary reasons for selection of Brown Advisory as the investment
adviser of the Funds?
The Board
weighed a number of factors in reaching its decision to approve Brown Advisory
as investment adviser for the Funds, including the history, reputation,
qualifications and resources of Brown Advisory, and that Winslow’s current
investment personnel would continue to provide the day-to-day management of the
Funds. The Trustees also considered that the advisory fee will not
increase as a result of the proposal and that Brown Advisory has contractually
agreed, for a two-year period, to waive its advisory fee and reimburse expenses
of the Funds to the extent necessary to limit the Funds’ total annual operating
expenses pursuant to an Operating Expense Limitation Agreement, equal to each
Fund’s current expense limitation.
Who
is currently managing the Fund?
On
March 23, 2009, prior to Winslow’s change in control as a result of being
acquired by BAMLLC on March 31, 2009, the Board approved an Interim
Investment Advisory Agreement with Brown Advisory on behalf of the Funds, with
terms and conditions identical (other than effective dates and the identity of
the investment adviser) to the terms and conditions of the prior Investment
Advisory Agreement with Winslow (“Prior Investment Advisory
Agreement”). As a result, Brown Advisory assumed management of the
Funds on an interim basis effective upon Winslow’s change in
control. The Funds’ Interim Investment Advisory Agreement will
terminate upon the sooner to occur of (1) August 28, 2009, or
(2) the approval by the Funds’ shareholders of the proposed new Investment
Advisory Agreement with Brown Advisory (“New Investment Advisory
Agreement”).
Q&A 2
At its
March 23, 2009 meeting, the Board also concluded that it would be in the
best interests of each Fund and its shareholders to recommend to Fund
shareholders the approval of the proposed New Investment Advisory Agreement
between Brown Advisory and the Trust on behalf of each Fund with terms identical
(other than effective dates and the identity of the investment adviser) to the
Prior Investment Advisory Agreement.
Do
the proposed changes mean that the Funds’ investment objective or principal
investment strategies are being changed?
No. Approving
Brown Advisory as investment adviser for the Funds will not alter the Funds’
investment objective or investment strategies. Brown Advisory has
confirmed that they do not currently anticipate recommending any changes to the
Funds’ investment objective or investment strategies.
Do
the proposed changes mean that the Fund’s investment advisory fee or other
expenses will increase?
No. The
investment advisory fee paid by shareholders will not be affected if
shareholders approve the New Investment Advisory Agreement. Each Fund
will pay the same investment management fee to Brown Advisory that it previously
paid to Winslow under the Funds’ previous investment advisory agreement with
Winslow. Your approval of the New Investment Advisory Agreement will
not increase the management fees or overall expenses of the Funds, or decrease
the nature, extent, or quality of services provided to the
Fund. Additionally, although the Funds are proposing to adopt a
Distribution Plan with a Rule 12b-1 fee of up to 0.25% of average daily net
assets for the Investor Class Shares, each Fund’s net operating expenses will
not be increased from its current levels for at least two years following the
effective date of the New Investment Advisory Agreement.
Are
there any significant differences between the Prior Investment Advisory
Agreement and the Interim Investment Advisory Agreement or the proposed New
Investment Advisory Agreement?
No. There
are no material differences to shareholders between the previous investment
advisory agreement, the current Interim Investment Advisory Agreement and the
proposed New Investment Advisory Agreement other than the effective dates and
the identity of the investment adviser.
Has the Funds’ Board of Trustees
approved the proposals?
Yes. The
Board of Trustees has unanimously approved the proposal to approve the
Investment Advisory Agreement with Brown Advisory on behalf of the Funds, and
the proposed implementation of a Rule 12b-1 Distribution Plan and
Rule 12b-1 fee of 0.25% for the Investor Class Shares and recommends that
you also vote to approve each proposal.
Who is Broadridge Financial
Solutions, Inc.?
Broadridge
Financial Solutions, Inc. is a third party proxy
vendor that the Funds have engaged (at Brown Advisory’s expense) to contact
shareholders and record proxy votes. In order to hold a shareholder
meeting, a quorum must be reached. If a quorum is not attained, the
meeting must adjourn to a future date. Voting your shares immediately
will help minimize additional solicitation expenses and prevent the need to call
you to solicit your vote.
Who is paying for this proxy mailing
and for the other solicitation costs associated with this shareholder
meeting?
The
expenses in connection with preparing the proxy statement and its enclosures and
all solicitations will be paid by Brown Advisory.
Q&A 3
Who is eligible to
vote?
Shareholders
of record of the Funds as of the close of business on April 30, 2009 (the
“Record Date”) are entitled to be present and to vote at the special meeting of
the shareholders (the “Special Meeting”) or any adjournment
thereof. Shareholders of record of the Funds at the close of business
on the Record Date will be entitled to cast one vote for each full share and a
fractional vote for each fractional share they hold on each proposal presented
at the Special Meeting.
What
vote is required?
Approval
of Brown Advisory as the new investment adviser requires the vote of the
“majority of the outstanding voting securities,” of each of the Winslow Green
Growth Fund and Winslow Green Solutions Fund. Under the Investment
Company Act of 1940, a “majority of the outstanding voting securities,” is
defined as the lesser of: (1) 67% or more of the voting
securities of the Funds entitled to vote present in person or by proxy at the
Special Meeting, if the holders of more than 50% of the outstanding voting
shares entitled to vote thereon are present in person or represented by proxy;
or (2) more than 50% of the outstanding shares of the Fund entitled to vote
thereon. For purposes of this proposal, both the Institutional Class
shares and the Investor Class shares will vote together as a single
class.
Approval
of the Distribution Plan and related Rule 12b-1 fee of 0.25% also requires
the vote of the “majority of the outstanding voting securities,” of each of the
Winslow Green Growth Fund and Winslow Green Solutions Fund, as described
above. However in this case, only the Investor Class shares must
approve this proposal, voting separately as a class.
Approval
of each of the proposals by one Fund is not contingent on approval by another
Fund, so that if shareholders of one of the Funds do not approve a proposal, the
proposal will still be implemented by the other Fund if its shareholders approve
the proposal. Additionally, if shareholders approve Proposal 1
(new adviser), but do not approve Proposal 2 (Rule 12b-1 Plan), then
Proposal 2 will not take effect. Likewise, if shareholders
approve Proposal 2, but do not approve Proposal 1, then
Proposal 1 will not take effect. In other words, implementation
of either Proposal is not contingent upon the other Proposal. If one
of the Proposals is not approved, the Board will determine an appropriate course
of action.
How do I vote my
shares?
Although
you may attend the Special Meeting and vote in person, you do not have
to. You can vote your shares by completing and signing the enclosed
proxy card(s) and mailing it in the enclosed postage-paid
envelope. You may also vote by touch-tone telephone by calling the
toll-free number printed on your proxy card(s) and following the recorded
instructions.
In
addition, you may vote through the internet by visiting www.proxyvote.com and
following the on-line instructions. If you need any assistance, or
have any questions regarding the proposals or how to vote your shares, please
call Broadridge Financial Solutions, Inc. at 1-866-412-8384.
If you
simply sign and date the proxy card, but do not indicate a specific vote for a
proposal, your shares will be voted FOR the proposal and to grant
discretionary authority to the persons named in the card as to any other matters
that properly come before the Special Meeting. Abstentions will be
treated as votes AGAINST the proposal.
Shareholders
who execute proxies may revoke them at any time before they are voted by
(1) filing with the Fund a written notice of revocation, (2) timely
voting a proxy bearing a later date or (3) by attending the Special Meeting
and voting in person.
How
can a quorum be established?
A
majority of each Fund’s outstanding shares, present in person or represented by
proxy, constitutes a quorum at the Special Meeting for that Fund. The
existence of a quorum is considered on a Fund by Fund basis, so that a quorum
may exist for one Fund, enabling action to be taken with respect to the
proposals for that Fund, whereas a quorum may not exist for another Fund, in
which case the meeting will be adjourned for that Fund. Proxies
returned for shares that represent broker non-votes, and shares whose proxies
reflect an abstention on any item, are all counted as shares present and
entitled to vote for purposes of determining whether the required quorum of
shares exists. However, since such shares are not voted in favor of
the Proposal, they have the effect of counting as a vote AGAINST the
proposal.
Q&A 4
Can
shareholders submit additional proposals?
The Trust
and the Funds are not required, and do not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals
for consideration for inclusion in a proxy statement for any future meeting of
shareholders should send their written proposals to the Secretary of the Trust c/o U.S.
Bancorp Fund Services, LLC, 2020 E. Financial Way, Suite 100, Glendora,
California 91741 so they are received within a reasonable time before any
such meeting. No business other than the matters described above is
expected to come before the Special Meeting. If any other matters
arise requiring a vote of shareholders, including any question as to an
adjournment or postponement of the Special Meeting, the persons named on the
enclosed proxy card will vote on such matters according to his or her best
judgment in the interests of the Funds.
What
will happen if there are not enough votes to approve the proposals?
It is
important that we receive your signed proxy card to ensure that there is a
quorum for the Special Meeting. If we do not receive your vote after
several weeks, you may be contacted by Broadridge Financial Solutions, Inc. who
will remind you to vote your shares and help you return your
proxy. In the event a quorum is present at the Special Meeting but
sufficient votes to approve the proposals are not received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies, provided they determine that such an
adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors, including the
nature of the proposals, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities,
and the nature of the reasons for such further solicitation.
If I vote by mail, how do I sign the
proxy card?
Individual
Accounts: Shareholders should sign exactly as their names
appear on the account registration shown on the card.
Joint
Accounts: Either owner may sign, but the
name of the person signing should conform exactly to a name shown in the
registration.
All Other
Accounts: The person signing must indicate his or her
capacity. For example, a trustee for a trust or other entity should
sign, “Ann B. Collins, Trustee.”
Please
complete, sign and return the enclosed proxy card in the enclosed
envelope. You may proxy vote by internet or telephone in accordance
with the instructions set forth on the enclosed proxy card. No
postage is required if mailed in the United States.
PROFESSIONALLY
MANAGED PORTFOLIOS
c/o 2020
E. Financial Way, Suite 100, Glendora, California 91741
Q&A 5
(each a series of Professionally Managed
Portfolios)
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
A Special
Meeting of Shareholders (the “Meeting”) of the Winslow Green Growth Fund and the
Winslow Green Solutions Fund (the “Funds”), each a series of Professionally
Managed Portfolios (the “Trust”) will be held at the offices of U.S. Bancorp
Fund Services, LLC, 2020 E. Financial Way, Suite 100, Glendora, California
91741 on Monday, July 27, 2009, at 10:30 a.m. Pacific Time.
The
purpose of the Meeting is to consider and act upon the following proposals and
to transact such other business as may properly come before the Meeting or any
adjournments thereof.
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1.
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To
approve an Investment Advisory Agreement between Brown Investment Advisory
Incorporated and the Trust, on behalf of the
Funds.
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2.
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To
approve a Rule 12b-1 Distribution Plan and Related Rule 12b-1
fee of 0.25% for the Investor Class Shares of the
Funds.
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3.
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To
transact such other business as may properly come before the Meeting or
any adjournments thereof.
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The Board
of Trustees has fixed the close of business on April 30, 2009 as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, the Meeting and any adjournments thereof.
By order
of the Board of Trustees,
ELAINE E
RICHARDS, Secretary
May 29,
2009
Your vote is important – please vote
your shares promptly.
Shareholders are invited to attend
the Meeting in person. Any shareholder who does not expect to attend
the Meeting is urged to vote using the touch-tone telephone or internet voting
instructions found below or indicate voting instructions on each enclosed proxy
card, date and sign it, and return it in the envelope provided, which needs no
postage if mailed in the United States. In order to avoid unnecessary
expense, we ask your cooperation in responding promptly, no matter how large or
small your holdings may be.
INSTRUCTIONS
FOR EXECUTING PROXY CARDS
The
following general rules for executing proxy cards may assist you and help avoid
the time and expense involved in validating your vote if you fail to execute
your proxy card properly.
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1.
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Individual
Accounts: Your name should be signed exactly as it appears in
the registration on the proxy card.
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2.
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Joint
Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the
registration.
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3.
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All
other accounts: Show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy
card. For example:
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REGISTRATION
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VALID SIGNATURE
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A.
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1)
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ABC
Corp.
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John
Smith, Treasurer
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2)
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ABC
Corp.
c/o
John Smith, Treasurer
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John
Smith, Treasurer
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B.
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1)
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ABC
Corp. Profit Sharing Plan
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Ann
B. Collins, Trustee
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2)
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ABC
Trust
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Ann
B. Collins, Trustee
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Ann
B. Collins, Trustee
u/t/d
12/28/78
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Ann
B. Collins, Trustee
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C.
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1)
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Anthony
B. Craft, Cust.
f/b/o
Anthony B. Craft, Jr.
UGMA
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Anthony
B. Craft
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INSTRUCTIONS
FOR VOTING BY TOUCH-TONE TELEPHONE
OR
THROUGH THE INTERNET
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1.
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Read
the proxy statement, and have your proxy card
handy.
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2.
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Call
the toll-free number or visit the web site indicated on your proxy
card.
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3.
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Enter
the number found in the shaded box on the front of your proxy
card.
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4.
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Follow
the recorded or on-line instructions to cast your
vote.
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PROXY
STATEMENT
SPECIAL
MEETING OF SHAREHOLDERS OF
(each a series of Professionally Managed
Portfolios)
TO
BE HELD ON JULY 27, 2009
This
Proxy Statement is furnished in connection with a solicitation of proxies made
by, and on behalf of, the Board of Trustees (the “Board”) of Professionally
Managed Portfolios (the “Trust”) to be used at the special meeting of
shareholders of the Winslow Green Growth Fund and the Winslow Green Solutions
Fund (the “Funds”) and at any adjournments thereof (the “Meeting”), to be held
on Monday, July 27, 2009 at 10:30 a.m. Pacific time at the offices of
U.S. Bancorp Fund Services, LLC, 2020 E. Financial Way,
Suite 100, Glendora, California 91741.
Shareholders
of record at the close of business on the record date established as
April 30, 2009 (the “Record Date”) are entitled to notice of, and to vote
at, the Special Meeting. A notice is being mailed to shareholders on
or about May 27, 2009 informing shareholders that an electronic version of
the Notice of Special Meeting of Shareholders, this proxy statement and the
enclosed proxy card are available at the website www.proxyvote.com. The
Meeting is being held to vote on the following proposals and to transact such
other business as may properly come before the Meeting or any adjournments
thereof:
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To
Approve An Investment Advisory Agreement Between Brown Investment Advisory
Incorporated (“Brown Advisory”) And The Trust, On Behalf Of The
Funds.
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Shareholders
of the Funds are being asked to approve a new Investment Advisory Agreement
between Brown Advisory and the Trust on behalf of the Funds.
Background
Effective
March 31, 2009, Brown Advisory Management LLC (“BAMLLC”) entered into an
agreement with Winslow Management Company, LLC (“Winslow”), whereby Winslow
would become a wholly-owned subsidiary of BAMLLC. BAMLLC is a
subsidiary of Brown Advisory Holdings Incorporated (“Brown
Holdings”). Brown Holdings has several other SEC-registered
investment advisers under its control, including Brown Advisory. As a
result of this transaction, Winslow’s investment management team has become part
of Brown Advisory. Although the transaction will not result in any
change to the Funds’ investment strategies or in the portfolio managers
responsible for the day-to-day management of the Funds, the transaction does
result in a “change in control” of Winslow under applicable law.
Under the
Investment Company Act of 1940, as amended (the “1940 Act”), an investment
advisory agreement is automatically terminated when an investment adviser
undergoes a change in control. BAMLLC’s acquisition of Winslow on
March 31, 2009 terminated Winslow’s Investment Advisory Agreement with the
Funds. Further, under the 1940 Act, a person may act as
investment adviser for a Fund under an interim agreement after the termination
of a previous agreement if (1) the compensation to be received under the
interim agreement is no greater than the compensation the adviser would have
received under the previous agreement; and (2) the Board of Trustees,
including a majority of the Trustees who are not interested persons of the Fund,
has approved the interim agreement before the previous contract is
terminated. In addition, the Fund and the contract must meet certain
conditions under Rule 15a-4 under the 1940 Act.
Proxy
Statement 1
With the
change in control of Winslow on March 31, 2009 and the resulting
termination of Winslow’s Investment Advisory Agreement with the Funds, the Board
was required to take action to approve the necessary interim and final
arrangements for the continued management of the Funds by the same portfolio
management team under the Brown umbrella.
At a
Board meeting held on March 23, 2009, the Board approved an Interim
Investment Advisory Agreement with Brown Advisory on behalf of the Funds
(“Interim Advisory Agreement”) so that as of March 31, 2009, Brown
Advisory began managing the Funds. The terms of the Interim
Advisory Agreement are substantially identical to the terms of Winslow’s
recently terminated investment advisory agreement except for the identity of the
investment adviser and the commencement date of the
agreement. Additionally, under the Interim Advisory Agreement,
management fees earned by Brown Advisory are held in an escrow account
until shareholder approval for Brown Advisory as the new investment advisor is
obtained. The Board also approved a final Investment Advisory
Agreement with Brown Advisory on behalf of the Funds, subject to
shareholder approval.
Accordingly,
the Funds need shareholder approval to engage Brown Advisory as the investment
adviser on a permanent basis. If the Funds’ shareholders do not
approve Brown Advisory as the investment adviser for the Funds, then Brown
Advisory will not be permitted to serve as the Funds’ investment adviser beyond
August 28, 2009 and the Board will have to consider other alternatives for
the Funds, including the possible liquidation of the Funds.
At the
March 23, 2009 Board Meeting, the Board, which is comprised entirely
of persons who are not “interested persons” as that term is defined under the
1940 Act (“Independent Trustees”), voted unanimously to approve an interim
investment advisory agreement (“Interim Investment Advisory Agreement”) and the
proposed new investment advisory agreement (“New Investment Advisory
Agreement”), both agreements between Brown Advisory and the Trust, on behalf of
the Funds, retaining Brown Advisory as investment adviser for the
Funds. The Board also voted unanimously to recommend that
shareholders approve the New Investment Advisory Agreement.
Legal
Requirements in Approving the Interim and New Investment Advisory
Agreements
To avoid
disruption of the Funds’ investment management and after considering the
potential benefits to shareholders of engaging Brown Advisory as the Funds’ new
investment adviser as discussed more fully below, the Board approved the Interim
Investment Advisory Agreement. In doing so, the Board has determined
that it was prudent to act pursuant to the requirements of Rule 15a-4 under
the 1940 Act. Under Rule 15a-4, an adviser can serve
pursuant to an interim advisory agreement for up to 150 days while a Fund seeks
shareholder approval of a new investment advisory
agreement. Rule 15a-4 imposes the following conditions, all of
which were met in the case of the Interim Investment Advisory
Agreement:
|
(1)
|
the
compensation under the interim contract may be no greater than under the
previous contract;
|
|
(2)
|
the
Funds’ Board of Trustees, including a majority of the independent
trustees, has voted in person to approve the interim contract before the
previous contract is terminated;
|
|
(3)
|
the
Funds’ Board of Trustees, including a majority of the independent
trustees, determines that the scope and quality of services to be provided
to the Funds under the interim contract will be at least equivalent to the
scope and quality of services provided under the previous
contract;
|
|
(4)
|
the
interim contract provides that the Funds’ Board of Trustees or a majority
of the Funds’ outstanding voting securities may terminate the interim
contract at any time, without the payment of any penalty, on not more than
10 calendar days’ written notice to the
adviser;
|
Proxy
Statement 2
|
(5)
|
the
interim contract contains the same provisions as the previous contract
with the exception of effective and termination dates, provisions required
by Rule 15a-4 and other differences determined to be immaterial by
the Funds’ board;
|
|
(6)
|
the
interim contract provides in accordance with the specific provisions of
Rule 15a-4 for the establishment of an escrow account for fees received
under the interim contract pending approval of a new contract by
shareholders; and
|
|
(7)
|
the
Board of Trustees satisfies certain fund governance standards under
Rule 0-1(a)(7) of the
1940 Act.
|
The
Interim Investment Advisory Agreement currently in effect will terminate upon
the sooner to occur of (1) August 28, 2009, or (2) the approval
by the Fund’s shareholders of the proposed New Investment Advisory
Agreement. Under the Interim Investment Advisory Agreement, the
advisory fees earned by Brown Advisory during this interim period will be held
in an interest-bearing escrow account at U.S. Bank, N.A. Fees that
are paid to the escrow account, including interest earned, will be paid to Brown
Advisory if the Fund shareholders approve the New Investment Advisory Agreement
within 150 days of the date of the Interim Investment Advisory
Agreement. If shareholders of the Fund do not approve the New
Investment Advisory Agreement within 150 days of the date of the Interim
Advisory Agreement, then Brown Advisory will be paid, out of the escrow account,
the lesser of: (1) any costs incurred in performing the Interim Investment
Advisory Agreement, plus interest earned on the amount while in escrow; or
(2) the total amount in the escrow account, plus interest.
The form
of the New Investment Advisory Agreement is attached hereto as Exhibit A. The
terms of the New Investment Advisory Agreement are substantially similar to the
terms of the Prior Investment Advisory Agreement with respect to services to be
provided by Brown Advisory compared to those previously provided by
Winslow. Both the New Investment Advisory Agreement and the Prior
Investment Advisory Agreement have identical fee structures. There
are no material differences between the two agreements, other than the effective
dates and the identity of the investment adviser. The material terms of
the New Investment Advisory Agreement and Prior Investment Advisory Agreement
are compared below in “Summary of the New Investment Advisory Agreement and
Prior Investment Advisory Agreement.”
If the
Funds’ shareholders do not approve the New Investment Advisory Agreement at the
Meeting or at an adjournment of the Meeting, then Brown Advisory will not be
able to serve as the Funds’ investment adviser beyond the termination date of
the Interim Advisory Agreement, in which case the Board will consider other
alternatives and will make such arrangements for the Funds’ investments as it
deems appropriate and in the best interests of the Funds, including (without
limitation) possibly liquidating the Funds.
Compensation
Paid to the Adviser
Under the
Prior Investment Advisory Agreement, Winslow was entitled to receive a monthly
advisory fee computed at an annual rate of 0.90% of each Fund’s average daily
net assets in return for the services provided by Winslow as investment adviser
to the Funds. The fee structure under the New Investment Advisory
Agreement and the Interim Investment Advisory Agreement with Brown Advisory will
be identical to the fee structure under the Prior Investment Advisory
Agreement. (As described above, under the Interim Investment Advisory
Agreement, the fees to be paid to Brown Advisory will be paid to an escrow
account.) For the fiscal year ended December 31, 2008, the Funds
paid Winslow investment advisory fees in the amounts shown below.
Winslow
also had a separate contractual obligation to the Funds under which it was
required to pay Fund expenses or waive its advisory fees to the extent necessary
to maintain the Funds’ expense ratios in the amounts shown
below. That agreement, called an Operating Expense Limitation
Agreement, terminated simultaneously with the termination of the Prior
Investment Advisory Agreement. Winslow is no longer entitled to
recoup any amounts it waived or paid into the Funds under that
agreement. Additionally, with the termination of the Prior Investment
Advisory Agreement and the previous Operating Expense Limitation Agreement,
Winslow is no longer obligated to waive any advisory fees or reimburse the Funds
for any expenses in order to maintain the Funds’ expense ratios to the limits
shown below.
Proxy
Statement 3
Advisory
Fees Paid for Fiscal Year Ended December 31, 2008
|
Advisory
Fee
Payable
|
Advisory
Fee
Waived
|
Advisory
Fee
Retained
|
|
|
Winslow
Green Growth Fund
|
$3,024,596
|
$99,518
|
$2,925,078
|
|
Winslow
Green Solutions Fund
|
$158,704
|
$158,704
|
$0*
|
*During
the fiscal year ended December 31, 2008, Winslow not only waived all of its
advisory fees, but it paid $117,694 of the Fund’s other expenses.
Operating Expense
Limitations (as a
percentage of average daily net assets)
|
Investor
Shares
|
Institutional
Shares
|
|
|
Winslow
Green Growth Fund
|
1.45%
|
1.20%
|
|
Winslow
Green Solutions Fund
|
1.25%
|
1.00%
|
Information
about Brown Advisory
Brown
Advisory is registered with the Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940, as
amended. Brown Advisory’s principal office is located at
901 S. Bond Street, Suite 400, Baltimore, Maryland 21231,
while the Funds’ portfolio management will be performed out of Winslow’s current
office located at 99 High Street, 12th Floor,
Boston, Massachusetts 02110. As of April 30, 2009, Brown
Advisory and its affiliates (excluding any affiliated broker-dealer) managed
approximately $10 billion of investment assets. Brown Advisory
is a wholly-owned subsidiary of Brown Investment & Trust Company, which is a
wholly-owned subsidiary of Brown Advisory Holdings Incorporated. Both
parent companies are located at the address noted above.
The
following table sets forth the name, position and principal occupation of each
director and principal officer of Brown Advisory as of April 30,
2009. Each individual’s address is c/o Brown Advisory,
901 S. Bond Street, Suite 400, Baltimore,
Maryland 21231.
|
Name
|
Position/Principal
Occupation
|
|
Michael
D. Hankin
|
President
& Director
|
|
David
M. Churchill
|
Treasurer
& Secretary
|
|
Richard
M. Bernstein
|
Director
|
|
Geoffrey
R. B. Carey
|
Director
|
|
Paul
J. Chew
|
Director
|
|
Nancy
I. Denney
|
Chief
Compliance
Officer
|
Other
Funds Managed by Brown Advisory
In
addition to the management services provided by Brown Advisory to the Funds,
Brown Advisory also provides management services to other investment
companies. Information with respect to the assets of and management fees
payable to Brown Advisory by those funds having investment objectives similar to
those of the Funds is set forth below:
Proxy
Statement 4
|
Name
of Fund
|
Total
Net Assets managed by Brown Advisory at November 30,
2008
(in
millions)
|
Annual
Management Fee as a % of Average Daily Net Assets
|
Waivers,
Reductions or Agreements to Waive or Reduce Management Fee for Class A
Shares
|
|||
|
Brown
Advisory Growth
Equity
Fund
|
$46,668
|
0.75%
|
1.60%(A)
|
|||
|
Brown
Advisory Value
Equity
Fund
|
$121,463
|
0.75%
|
1.60%(A)
|
|||
|
Brown
Advisory Flexible
Value
Fund
|
$14,862
|
0.85%
|
1.35%(B)
|
|||
|
Brown
Advisory Small-
Cap
Growth Fund
|
$84,794
|
1.00%
|
1.85%(A)
|
|||
|
Brown
Advisory Small-
Cap
Value Fund
|
$61,642
|
1.00%
|
1.85%(A)
|
|||
|
Brown
Advisory
Opportunity
Fund
|
$14,264
|
1.00%
|
1.70%(A)
|
|||
|
Brown
Advisory Small-
Cap
Fundamental Value
Fund
|
--(C)
|
1.00%
|
2.00%(B)
|
(A)
Contractual Fee
Waivers in place to limit the ratio of total annual fund operating expenses
(excluding taxes, interest, portfolio transaction expenses, ad extraordinary
expenses) to the amount shown.
(B) Voluntary fee waivers the
adviser made (excluding interest, taxes, dividend expenses, brokerage
commissions, Acquired Fund Fees and Expenses and extraordinary expenses) of the
Fund in order to limit Total Annual Fund Operating Expenses for the amount
shown.
(c) The Brown Advisory
Small-Cap Fundamental Value Fund recently commenced operations on December 31,
2008 and therefore did not have any assets as of the Brown Fund family’s last
audited financial report—November 30, 2008.
Summary
of the New Investment Advisory Agreement and the Prior Investment Advisory
Agreement
A copy of
the proposed New Investment Advisory Agreement is attached hereto as Exhibit A. The
following description is only a summary; however, all material terms of the New
Investment Advisory Agreement have been included in this summary. You
should refer to Exhibit A for the New
Investment Advisory Agreement, and the description set forth in this Proxy
Statement of the New Investment Advisory Agreement is qualified in its entirety
by reference to Exhibit A. The
investment advisory services to be provided by Brown Advisory under the New
Investment Advisory Agreement and the fee structure are identical to the
services currently provided by Winslow and the fee structure under the Prior
Investment Advisory Agreement.
Advisory
Services. Both the New Investment Advisory Agreement and Prior
Investment Advisory Agreement state that, subject to the supervision of the
Board of Trustees of the Funds, the adviser will provide for the overall
management of the Funds including: (i) furnish the Funds with advice and
recommendations with respect to the investment of the Funds’ assets and the
purchase and sale of portfolio securities for the Funds, 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 Funds, subject to
the ultimate supervision and direction of the Trust’s Board of Trustees;
(iii) vote proxies for the Funds, file ownership reports under
Section 13 of the Securities Exchange Act of 1934 for the Funds, and take
other actions on behalf of the Funds; (iv) maintain the books and records
required to be maintained by the Funds except to the extent arrangements have
been made for such books and records to be maintained by the administrator or
another agent of the Funds; (v) furnish reports, statements and other data
on securities, economic conditions and other matters related to the investment
of the Funds’ assets which the Funds’ 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
Funds’ investment activities as the Board may reasonably request, including at
least one in-person appearance annually before the Board of
Trustees.
Proxy
Statement 5
Brokerage. Both
the New Investment Advisory Agreement and the Prior Investment Advisory
Agreement provide that the adviser shall be responsible for decisions to buy and
sell securities for the Funds, for broker-dealer selection, and for negotiation
of brokerage commission rates, provided that the adviser shall not direct orders
to an affiliated person of the adviser without general prior authorization to
use such affiliated broker or dealer from the Trust’s Board of
Trustees. The adviser’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 adviser 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 Funds on a continuing basis. The price to the Funds 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.
Management
Fees. Both the New Investment Advisory Agreement and Prior
Investment Advisory Agreement contain the identical fee structure based on the
Fund’s average daily net assets.
Duration and
Termination. The Prior Investment Advisory Agreement provided
that it became effective at the time the Funds commenced operations and remained
in effect for a period of two years, unless sooner terminated. The
New Investment Advisory Agreement provides that it will become effective at the
time the Funds receive a majority of the outstanding voting securities of each
Fund in approval of this Agreement and provides that it will continue in effect
for a period of two years, unless sooner terminated. Both the New
Investment Advisory Agreement and the Prior Investment Advisory Agreement
provide that they shall continue in effect for successive annual periods, with
such continuation to be approved at least annually by the Board or by the vote
of a majority of the outstanding securities. Both the New Investment
Advisory Agreement and the Prior Investment Advisory Agreement may be terminated
at any time, on 60 days prior written notice, by the Trust (by vote of the
Trust’s Board of Trustees or by vote of a majority of the outstanding voting
securities of the Funds) without the payment of a penalty, or by the adviser at
any time, without the payment of a penalty, upon 60 days prior written
notice.
Payment of
Expenses. Both the New Investment Advisory Agreement and the
Prior Investment Advisory Agreement provide that the adviser will pay all
expenses incurred by it in connection with its activities under the Agreement,
that the Fund shall bear all of its own expenses not specifically assumed by the
adviser, and that general expenses of the Trust not readily identifiable as
belonging to the Fund or another portfolio of the Trust shall be allocated among
all the portfolios of the Trust in such a manner as the Trust’s Board of
Trustees determines to be fair and equitable. The adviser may
voluntarily or contractually absorb certain Fund expenses. Brown
Advisory has contractually agreed pursuant to an Operating Expense Limitation
Agreement, for a two year period, to waive its advisory fee and reimburse
expenses of the Funds to the extent necessary to limit the Funds’ total annual
operating expenses to the following amounts as a percentage of each Fund’s
average daily net assets:
|
Investor
Shares
|
Institutional
Shares
|
|
|
Winslow
Green Growth Fund
|
1.45%
|
1.20%
|
|
Winslow
Green Solutions Fund
|
1.25%
|
1.00%
|
Under the
Operating Expense Limitation Agreement attached hereto for your reference as
Exhibit B, Brown
Advisory has retained the right to recoup any expenses paid or advisory fees
waived going forward for a period of three years from the time of the payment or
waiver to the extent that it does not increase the operating expense ratio above
the amounts shown above. (Brown Advisory is not entitled to recoup
any amounts Winslow waived or paid into the Funds under Winslow’s previous
Operating Expense Limitation Agreement.)
Limitation on Liability and
Indemnification. Both the New Investment Advisory Agreement
and the Prior Investment Advisory Agreement provide that the adviser shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with the matters to which the particular Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence (“disabling conduct”) on the part of
the adviser in the performance of its duties or from reckless disregard by it of
its obligations and duties under the particular Agreement. Both the
New Investment Advisory Agreement and the Prior Investment Advisory Agreement
provide that the Fund will indemnify the adviser against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the adviser.
Proxy
Statement 6
Board
Approval and Recommendation
In
reaching its decision to approve the New Investment Advisory Agreement, the
Trustees, all of whom are Independent Trustees, met at a special meeting held on
March 23, 2009 with senior executives of Brown Advisory. In the
course of their review, the Trustees considered their legal responsibilities
with regard to all factors deemed to be relevant to the Funds. The
Trustees also considered other matters, including, but not limited to the
following: (1) the quality of services provided to the Funds in the past by
Winslow since the Funds’ inception compared to the quality of services expected
to be provided to the Funds with Brown Advisory as the named investment adviser
going forward; (2) the performance of the Funds while managed by Winslow,
compared to other Funds managed by Brown Advisory; (3) the fact that the
terms of the New Investment Advisory Agreement are identical to the terms of the
Prior Investment Advisory Agreement; (4) the fact that Brown Advisory is
retaining the Funds’ current investment management team to continue managing the
Funds; (5) the fact that the fee structure under the New Investment
Advisory Agreement would be identical to the fee structure under the Prior
Investment Advisory Agreement and that Brown Advisory has agreed to maintain the
Funds’ current expense limitation agreement in effect for a two year period; and
(6) other factors deemed relevant.
The
Trustees also evaluated the New Investment Advisory Agreement in light of
information they had requested and received from Brown Advisory prior to and at
the March 23, 2009 meeting. The Trustees reviewed these
materials with management of Brown Advisory. The Independent Trustees
also discussed the New Investment Advisory Agreement further in executive
session with their counsel. Below is a summary of the material
factors considered by the Board in its deliberations as to whether to approve
the New Advisory Agreement, and the Board’s conclusions. In their
deliberations, the Trustees did not rank the importance of any particular piece
of information or factor considered, but considered these matters in their
totality.
Nature, Extent and
Quality of Services Provided to the Fund. The Trustees discussed the
nature, extent and quality of Brown Advisory’s overall services to be provided
to the Funds. The Trustees evaluated the quality and stability of the
staff committed to those portfolio management responsibilities. The
Board considered Winslow’s specific responsibilities in all aspects of
day-to-day management of the Funds as well as the qualifications, experience and
responsibilities of the portfolio managers and other key personnel at Winslow
and considered that none of the persons involved in providing services to the
Funds were expected to change as a result of the transaction. The
Trustees also considered the structure of Brown Advisory’s compliance procedures
and the trading capability of Brown Advisory. After reviewing Brown
Advisory’s compliance policies and procedures with respect to the Funds, the
Board concluded that the policies and procedures were reasonably designed to
prevent violation of federal securities laws. The Trustees evaluated
Brown Advisory’s financial condition noting that it appeared to be sufficiently
capitalized to operate the Funds. The Trustees considered Brown
Advisory’s history, reputation and resources. The Board concluded that Brown
Advisory had sufficient quality and depth of personnel, resources, investment
methods and compliance policies and procedures essential to performing its
duties under the proposed New Investment Advisory Agreement and that, in the
Board’s view, the nature, overall quality, and extent of the management services
to be provided would be satisfactory.
Section
15(f) of the 1940 Act.
In
considering whether the arrangements between Brown Advisory and the Funds comply
with the conditions of Section 15(f) of the 1940 Act, the Trustees reviewed
the conditions of the Section 15(f). Section 15(f) provides
a non-exclusive safe harbor for an investment advisor to an investment company
or any of its affiliated persons to receive any amount or benefit in connection
with a change in control of the investment advisor so long as two conditions are
met. First, for a period of three years after closing of the
transaction, at least 75% of the board members of the Trust cannot be
“interested persons” (as defined in the Investment Company Act of 1940) of the
investment advisor or predecessor advisor. Second, an “unfair burden”
must not be imposed upon the Funds as a result of the transaction or any express
or implied terms, conditions or understandings applicable thereto.
Proxy
Statement 7
The
Trustees considered that, consistent with the first condition of
Section 15(f), neither Brown Advisory nor the Board was aware
of any plans to reconstitute the Board following the change in investment
advisor. Thus, at least 75% of the Trustees would not be “interested
persons” of Brown Advisory for a period of three years after the change in
investment advisor. With respect to the second condition of
Section 15(f), Brown Advisory has undertaken to maintain each Fund’s
current expense cap for the required 2 year period.
Costs of Services Provided and
Profits Realized by Brown Advisory. The Trustees examined the
fee and expense information for the Funds, including a comparison of such
information to other similarly situated mutual funds as determined by Lipper
Inc. (“Lipper”). The Trustees also examined the total expense ratio
of the Funds relative to the other mutual funds in their respective Lipper
category.
The
Trustees reviewed financial information provided by Brown Advisory, including
information concerning its costs in providing services to the Funds and its
estimated profitability. The Trustees next considered that the
contractual management fees. The Trustees examined the total expense
ratios, and considered the addition of new Rule 12b-1 fees. The
Trustees discussed the advantages and disadvantages of possibly removing the
existing shareholder servicing fees or introducing a combination of both types
of fees for the Funds. The Trustees noted that although the Funds’
total expense ratio was increasing with the addition of the Rule 12b-1 fee,
the Funds’ net expense
ratio was not going to increase from current levels for at least two
years. The Trustees acknowledged that there was no assurance that the
expense cap would remain in place beyond the two-year period. The
Trustees also considered the fact that, should the Funds’ expenses ever fall
below the current contractual expense limitation, Brown Advisory would be
entitled to recoup the additional amounts it paid in to limit the Funds expense
ratio to the expense caps.
Based on
the information provided, the Trustees concluded that the amount of advisory
fees that the Funds currently pay, and will pay under the New Investment
Advisory Agreement, to Brown Advisory is reasonable in light
of the nature and quality of the services provided.
Investment Performance of the
Funds. The Trustees discussed the performance of the Funds,
noting the Funds had experienced poor performance in recent periods, which had
effected both its short term and long term performance record. In considering
performance, the Trustees also considered the performance history with respect
to the previous portfolios of the Forum Funds and the fact that the Funds had
experienced more favorable relative performance prior to the recent
months. The Board also noted that the Funds were subject to certain
social investment criteria, which may limit their investment opportunities
relative to their peer group. The Board determined that the Funds’
recent period of underperformance was not a reason not to approve the New
Investment Advisory Agreement at this time.
Economies of Scale and Fee Levels
Reflecting Those Economies. In considering the overall
fairness of the proposed New Investment Advisory Agreement, the Trustees
assessed the degree to which economies of scale that would be expected to be
realized if the Funds’ assets increase as well as the extent to which fee levels
would reflect those economies of scale for the benefit of the Funds’
shareholders. The Trustees determined that the fee schedule in the
New Investment Advisory Agreement is reasonable and appropriate and that
breakpoints in the fee schedule are unnecessary based on the current level of
the Funds’ assets.
Other Benefits to Brown Advisory.
The Trustees considered any fall-out benefits to Brown Advisory, noting
that Brown Advisory did not intend to use its affiliated broker-dealer to
perform trading for the Funds. The Trustees further noted that they
were not considering any change in the Funds’ custody arrangements at this
time.
Proxy
Statement 8
No single
factor was determinative of the Board’s decision to approve the New Investment
Advisory Agreement, but rather the Board based its determination on the total
mix of information available to them. Based on a consideration of all
the factors in their totality, the Board determined that the advisory
arrangements with Brown Advisory, including the advisory fee, were fair and
reasonable. The Board therefore determined that the New Investment
Advisory Agreement would be in the best interests of the Funds and their
shareholders.
Vote Required
Approval of the proposal to engage Brown Advisory
as the new investment adviser for the Funds requires the vote of the “majority
of the outstanding voting securities,” of each of the Winslow Green Growth Fund
and Winslow Green Solutions Fund. Under the 1940 Act, a “majority of
the outstanding voting securities,” is defined as the lesser
of: (1) 67% or more of the voting securities of each Fund
entitled to vote present in person or by proxy at the Meeting, if the holders of
more than 50% of the outstanding voting shares entitled to vote thereon are
present in person or represented by proxy; or (2) more than 50% of the
outstanding shares of the each Fund entitled to vote thereon. For purposes
of this proposal, both the Institutional Class shares and the Investor Class
shares will vote together as a single class.
Approval
of the New Investment Advisory Agreement by one Fund is not contingent on
approval by another Fund. So that if shareholders of one of the Funds
do not approve the proposal, the proposal will still be implemented by the other
Fund if its shareholders approve the proposal.
Based
on all of the foregoing, the Trustees recommend that shareholders of the Funds
vote FOR the approval of the New Investment Advisory Agreement.
Proxy
Statement 9
|
|
To
Approve A Rule 12b-1 Distribution Plan and Related Rule 12b-1 fee of
0.25%.
|
Shareholders
of the Investor Class shares of the Funds are being asked to approve a new
Rule 12b-1 Distribution Plan and related Rule 12b-1 fee of
0.25%.
Background
On
March 23, 2009, the Board considered the adoption of a plan of distribution
for the Investor Class shares of each of the Funds pursuant to Rule 12b-1
under the 1940 Act (each a “Distribution Plan” or
“Plan”). Rule 12b-1 regulates the circumstances under which an
investment company may, directly or indirectly, bear the expenses of
distributing its shares. The Board, which is comprised entirely of
Independent Trustees, unanimously approved the Distribution Plan for each Fund
and voted unanimously to recommend that the Plan be presented to shareholders of
the Funds for their approval. If shareholders approve the
Distribution Plan, it is contemplated that it will become effective immediately
or shortly after the date of the Meeting. The Plan may be continued
annually after its effective date, provided that such continuance is
specifically approved by the Board of Trustees, including a majority of the
Independent Trustees, pursuant to a vote cast in person at a meeting called for
that purpose. Upon shareholder approval, the Plan will take effect
regardless of the outcome of the other proposals.
Description
of the Plan
A copy of
the Distribution Plan is included with this Proxy Statement as Exhibit C, which
qualifies in its entirety the following description of the
Plan. Pursuant to the Plan, the Trust, on behalf of the Investor
Class shares of each Fund, will pay Quasar Distributors, LLC (the
“Distributor”), as principal distributor of each Fund’s shares, a distribution
fee and shareholder servicing fee 0.25% of the average daily net assets of the
Investor Class shares of each Fund in connection with the promotion and
distribution of Investor Class shares and the provision of personal services to
Investor Class shareholders, including, but not necessarily limited to,
advertising, compensation to underwriters, dealers and selling personnel, the
printing and mailing of prospectuses to other than current Fund shareholders,
and the printing and mailing of sales literature.
It is
anticipated that providing the services described above will open a new
distribution channel for the Funds, thus making it available as an attractive
investment alternative in a competitive market. The potential for
increased sales and the retention of existing assets could result in the Funds
acquiring a larger asset base which, in turn, allows for more efficient
management and the possibility of lower expenses through economies of
scale. There can be no assurance, however, that the Funds will
achieve these goals.
The fees
are to be paid by the Funds monthly, or at such other intervals as the Board
shall determine. The fees will be based upon each Fund’s Investor
Class shares’ average daily net assets during the preceding month, and will be
calculated and accrued daily.
Because
the fee to be paid under the Distribution Plan will be paid on an on-going
basis, over time these fees will increase the cost of an investment in the
Funds. While the addition of the distribution fee would increase each
Fund’s total operating expenses, Brown Advisory has contractually agreed to
waive its management fees and to reimburse expenses for at least two years
following the execution of the New Investment Advisory Agreements so that net
operating expenses (excluding certain items) do not exceed current net operating
expenses of the Funds after contractual waivers and reimbursements by
Winslow. Thus, while the Distribution Plan provides for a 12b-1 fee
to be charged to the Investor Class shares of the Funds, the Funds’ net
operating expenses will not increase from their current level for at least two
years after implementation, subject to Board approval. There is no
assurance that the expense cap will remain in place beyond the two-year
period.
Proxy
Statement 10
The
tables below show the current operating expenses, as a percentage of average net
assets of the Investor Class shares of the Funds as of April 30, 2009, and
the estimated pro forma expenses that would be incurred if the Distribution Plan
described in this proposal were in effect.
|
Annual
Fund Operating Expenses
(expenses
that are deducted from Fund
assets)
|
Winslow
Green Growth Fund
|
Winslow
Green Solutions Fund
|
||
|
Current
Expenses
(Unaudited)
(Investor
Class)
|
Pro Forma
Expenses
(Unaudited)
(Investor
Class)
|
Current
Expenses
(Unaudited)
(Investor
Class)
|
Pro Forma
Expenses
(Unaudited)
(Investor
Class)
|
|
|
Management
Fees
|
0.90%
|
0.90%
|
0.90%
|
0.90%
|
|
Distribution
(12b-1) Fees
|
None
|
0.25%
|
None
|
0.25%
|
|
Other
Expenses(1)
|
0.70%
|
0.70%
|
1.97%
|
1.97%
|
|
Total
Annual Fund Operating Expenses
|
1.60%
|
1.85%
|
2.87%
|
3.12%
|
|
Less: Expense
Reimbursement or
Reduction
|
-0.15%
|
-0.40%
|
-1.62%
|
-1.87%
|
|
Net
Annual Fund Operating Expenses(2)
|
1.45%
|
1.45%
|
1.25%
|
1.25%
|
|
|
(1)
|
Other
expenses include interest, custodian, transfer agency and other customary
operating expenses. However, the Funds do not anticipate
incurring interest expense for their current fiscal year. Other
expenses also include expenses incurred by the Funds as a result of their
investment in any money market fund or other investment
company. These expenses associated with the Funds’ investment
in other investment companies are referred to as “Acquired Fund Fees and
Expenses”. For the prior fiscal year, the Funds incurred
Acquired Fund Fees and Expenses totaling less than 0.01% of the Fund’s
average daily net assets. Other Expenses also include a
Shareholder Servicing Fee for the Investor Shares that may be paid by each
Fund in an amount up to 0.25% of the Fund’s average daily net assets on an
annual basis. Other expenses have been restated from the actual
expense ratios disclosed in the Funds’ Annual Report for the fiscal year
ended December 31, 2008 to reflect the negative impact on economies
of scale resulting from lower assets under management. There is
no guarantee that actual expenses for the current fiscal year will be the
same as expenses shown in the fee table
above.
|
|
|
(2)
|
Brown
Advisory has contractually agreed to reduce its fees and/or pay each
Fund’s expenses (excluding interest, taxes, Acquired Fund Fees and
Expenses and extraordinary expenses) in order to limit the Winslow Green
Growth Fund’s Net Annual Fund Operating Expenses to 1.45% for the Investor
Shares, of the Fund’s average net assets and the Winslow Green Solutions
Fund’s Net Annual Fund Operating Expenses to 1.25% (the “Expense
Cap”). The Expense Cap will remain in effect for at least the
first two-year period shown in the Example below and may continue for an
indefinite period thereafter as determined by the Trust’s Board of
Trustees. Brown Advisory is permitted to be reimbursed for fee
reductions and/or expense payments from the Funds in future years on a
rolling three-year basis (within the three years after the fees have been
waived or reimbursed) if such recoupment can be achieved within the
foregoing expense limits. The Board of Trustees may terminate
this expense reimbursement arrangement at any
time.
|
Example
The
Example below is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Investor Class shares of the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example is based on the current expenses of the Investor
class shares of the Fund and provides a comparison based on the pro forma
expenses the Investor Class shares would incur if Proposal 2 is
approved. The example also assumes that your investment has a 5%
return each year, dividends and distributions are reinvested, and the Fund’s
operating expenses remain the same. The example reflects the expense
limitation agreement for the first two years within each of the
periods shown below. Although your actual costs may be higher or
lower, under the assumptions, your costs would be:
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
|
Winslow
Green Growth Fund
|
||||
|
Current
Investor Shares
|
$148
|
$475
|
$842
|
$1,874
|
|
Pro Forma Investor
Shares
|
$148
|
$484
|
$868
|
$1,947
|
|
Winslow
Green Solutions Fund
|
||||
|
Current
Investor Shares
|
$127
|
$572
|
$1,216
|
$2,952
|
|
Pro Forma Investor
Shares
|
$127
|
$605
|
$1,315
|
$3,205
|
Proxy
Statement 11
The
Distribution Plan further provides that the Board will be given, at least
quarterly, a written report of all amounts expended pursuant to the Plan and the
purposes for which such amounts were expended. The Plan also provides
that it may not be amended to increase materially the distribution costs which
the Funds may bear pursuant to the Plan without shareholder approval by a vote
of a majority of the outstanding voting securities of the Funds (as defined in
the 1940 Act) and that any material amendments to the Plan must be approved
by the Trustees, including a majority of the Independent Trustees, by a vote
cast in person at a meeting called for that purpose. The Plan is
terminable without penalty, at any time, by a vote of a majority of the
Trustees, including a majority of the Independent Trustees, or by a vote of a
majority of the outstanding voting securities of the Funds (as defined in the
1940 Act) upon 60 days’ written notice to the Trust.
Board
Considerations
In
considering the Plan, the Board took into account the benefits of making
payments to the Distributor for its use in marketing, advertising and other
distribution efforts to attract potential shareholders to the
Fund. The Trustees believe that there is a reasonable likelihood that
the activities for which payments could be made under the Plan are likely to
stimulate additional sales of the Funds’ Investor Class shares and assist the
Funds in increasing their present asset base in the face of competition from
other funds. The Board concluded that without an effective and
attractive distribution program that is adequately funded, the Funds could be
adversely affected by making it increasingly difficult to attract new investors
and to retain existing investors.
The Board
also considered the reasons why it is important for the Funds to attract a
continuous flow of new assets. It was recognized that it is desirable
for all shareholders that the Funds sustain a flow of new investment
monies. The Board evaluated the potentially adverse effects that
might result from a pattern of net redemptions and the possibility of a net cash
outflow resulting therefrom. Net cash outflow would increase the
likelihood of having to dispose of portfolio securities for other than
investment reasons at unfavorable prices while net cash inflow
(1) minimizes the need to sell securities to meet redemptions when
investment considerations would indicate that they continue to be held,
(2) reduces daily liquidity requirements, and (3) permits a prompt
restructuring of the Funds’ portfolios without the need to dispose of present
holdings.
The
Trustees further considered the impact of the Plan on the Funds’ total operating
expenses. They evaluated Brown Advisory’s commitment to enter into an agreement
to waive its management fees and to reimburse expenses to limit net operating
expenses (excluding certain items) to no more than the current net operating
expenses for the Funds. The Trustees concluded that for at least two
years following the adoption of the Plan, the addition of the Plan will not
result in any increase in expenses to shareholders. In considering
the Plan, the Trustees also took into account the possible benefits of the Plan
to Brown Advisory, including Brown Advisory possibly being able to retain more
of the management fees payable to it by the Funds if Fund assets increase and
provide relief in Brown Advisory’s undertaking to reimburse Fund expenses above
certain levels.
The
Trustees believe that should the Plan not be approved, the Funds might not be
able to attract and retain shareholders and, as a result of the inability to
increase the Fund’s asset base, the Funds would be burdened with greater
relative costs and possibly less investment flexibility than would be present in
a larger fund. It was the belief of the Trustees that adoption of the
Plan will enable the Funds to maintain and possibly enhance its performance and
quality of its services for Fund shareholders. If the shareholders of
the Funds do not approve this Proposal 2, the Board will take such further
action as it may deem to be in the best interests of the Funds’
shareholders.
Vote Required
Approval
of the proposal for each Fund requires the vote of the “majority of the
outstanding voting securities,” of each of the Investor Class shares of the
Winslow Green Growth Fund and Winslow Green Solutions Fund, which is defined
under the 1940 Act as the lesser of: (1) 67% or more of the
voting securities of the Funds entitled to vote present in person or by proxy at
the Meeting, if the holders of more than 50% of the outstanding voting shares
entitled to vote thereon are present in person or represented by proxy; or
(2) more than 50% of the outstanding shares of the Funds entitled to vote
thereon. Only the Investor Class shares are entitled to vote on this
proposal.
Proxy
Statement 12
Approval
of the Distribution Plan and related Rule 12b-1 fee by one Fund is not
contingent on approval by another Fund, so that if shareholders of one of the
Funds do not approve the proposal, the proposal will still be implemented by the
other Fund if its shareholders approve the proposal.
Based
on all of the foregoing, the Trustees recommend that shareholders of the
Investor Class Shares of the Funds vote FOR the approval of the Rule 12b-1
Distribution Plan and the related Rule 12b-1 fee of 0.25% of the average
daily net assets of the Investor Class Shares..
Proxy
Statement 13
OTHER BUSINESS
The Board
knows of no other business to be brought before the Meeting. However,
if any other matters properly come before the Meeting, proxies that do not
contain specific instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons designated therein.
SUBMISSION OF SHAREHOLDER
PROPOSALS
The Trust
does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a shareholder meeting
should send their written proposals to the Secretary of the Trust, c/o
U.S. Bancorp Fund Services, LLC, 2020 E. Financial Way,
Suite 100, Glendora, California 91741. Proposals must be
received a reasonable time prior to the date of a meeting of shareholders to be
considered for inclusion in the proxy materials for the
meeting. Timely submission of a proposal does not, however,
necessarily mean the proposal will be included.
NOTICE
TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR
NOMINEES
Banks,
broker-dealers, voting trustees and their nominees should advise the Trust, in
care of U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701, whether other persons are beneficial owners of shares held
in their names for which proxies are being solicited and, if so, the number of
copies of the Proxy Statement and Annual Reports they wish to receive in order
to supply copies to the beneficial owners of the respective shares.
Proxy
Statement 14
ADDITIONAL
INFORMATION
Service
Providers
The
Funds’ previous investment adviser was Winslow Management Company, LLC, located
at 99 High Street, 12th Floor,
Boston, Massachusetts 021104. The Funds’ current investment adviser
(pursuant to an Interim Investment Advisory Agreement) and proposed investment
adviser is Brown Advisory located at 901 S. Bond Street,
Suite 400, Baltimore, Maryland 21231, although the Funds’ day-to-day
management will still be performed out of Winslow’s current office located at
99 High Street, 12th Floor,
Boston, Massachusetts 02110. The Funds’ administrator, fund
accountant, and transfer agent is U.S. Bancorp Fund Services, LLC
located at 615 E. Michigan Street, 2nd Floor,
Milwaukee, Wisconsin 53202. The Funds’ current principal
underwriter is Quasar Distributors, LLC located at 615 E. Michigan Street,
Milwaukee, Wisconsin 53202.
Any
Purchases or Sales of Securities of the Investment Adviser(s)
Since the
beginning of the most recently completed fiscal year, no Trustee has made any
purchases or sales of securities of Winslow, Brown Advisory or any of their
respective affiliated companies.
Voting
Securities, Principal Shareholders and Management Ownership
Shareholders
of the Funds at the close of business on April 30, 2009, will be entitled
to be present and vote at the Meeting. As of that date, each class of
the Funds’ shares had the following amounts outstanding:
|
Shares
Outstanding as of April 30, 2009
|
Investor
Shares
|
Institutional
Shares
|
|
Winslow
Green Growth Fund
|
18,847,497.502
|
3,063,620.427
|
|
Winslow
Green Solutions Fund
|
4,096,920.107
|
1,139,906.061
|
A
principal shareholder is any person who owns of record or beneficially owns 5%
or more of the outstanding shares of the Fund. A control person is
one who owns beneficially or through controlled companies more than 25% of the
voting securities of the Fund or acknowledges the existence of
control.
As of
April 30, 2009, none of the Trustees or Officers of the Trust owned any
shares of the Funds. As of April 30, 2009 the following
shareholders were considered to be either a control person or principal
shareholder of the Fund:
Principal
Holders of the Winslow Green Growth Fund – Investor Class
|
Name
and Address
|
%
Ownership
|
Type
of Ownership
|
|
Charles
Schwab & Co, Inc.
101
Montgomery St.
San
Francisco, CA 94104
|
24.76%
|
Record
|
|
National
Financial Services LLC
200
Liberty St.
One
World Financial Center
New
York, NY 10281
|
23.90%
|
Record
|
|
Pershing,
LLC
1
Pershing Plaza
Jersey
City, NJ 07303-2052
|
7.07%
|
Record
|
|
Prudential
Investment Management
3
Gateway Center, 14th
Floor
Newark,
NJ 07102-4077
|
5.48%
|
Record
|
|
TD
Ameritrade Clearing, Inc.
1005
North Ameritrade Place
Bellevue,
NE 68005-1031
|
5.02%
|
Record
|
Proxy
Statement 15
Principal
Holders of the Winslow Green Growth Fund – Institutional Class
|
Name
and Address
|
%
Ownership
|
Type
of Ownership
|
|
MAC
& Co
525
William Penn Place
P.O.
Box 3198
Pittsburgh,
PA 15230-3198
|
12.43%
|
Record
|
|
National
Financial Services, LLC
200
Liberty St.
One
World Financial Center
New
York, NY 10281
|
35.12%
|
Record
|
|
Charles
Schwab & Co, Inc.
101
Montgomery St.
San
Francisco, CA 94104
|
7.14%
|
Record
|
|
c/o
M&I Trust Company N.A.
Mitra
& Co.
11270
W Park Pl. Suite 400
Milwaukee,
WI 53224
|
5.43%
|
Record
|
|
Chesapeake
Bay Foundation
Phillip
Merrill Environmental Center
6
Herndon Ave.
Annapolis,
MD 21403
|
5.33%
|
Beneficial
|
Principal
Holders of the Winslow Green Solutions Fund – Investor Class
|
Name
and Address
|
%
Ownership
|
Type
of Ownership
|
|
National
Financial Services LLC
200
Liberty St.
One
World Financial Center
New
York, NY 10281
|
32.66%
|
Record
|
|
Charles
Schwab & Co, Inc.
101
Montgomery St.
San
Francisco, CA 94104
|
24.51%
|
Record
|
|
Pershing,
LLC
1
Pershing Plaza
Jersey
City, NJ 07303-2052
|
5.40%
|
Record
|
Proxy
Statement 16
Principal
Holders of the Winslow Green Solutions Fund – Institutional Class
|
Name
and Address
|
%
Ownership
|
Type
of Ownership
|
|
Randolph
K. Repass Rev. Trust
Randolph
K. Repass Trustee
500
Westridge Dr.
Watsonville,
CA 95076-4171
|
37.98%
|
Beneficial
|
|
The
Appleton Foundation
P.O.
Box 1460
Santa
Cruz, CA 95061-1460
|
25.87%
|
Beneficial
|
|
Bruce
Alexander Gaguine Rev. Trust
Bruce
Alexander Gaguine Trustee
220
Laguna Street
Santa
Cruz, CA 95060-6108
|
16.51%
|
Beneficial
|
|
Newbold
Morris
P.O.
Box 261
Teton
Village, WY 83025-0261
|
8.62%
|
Beneficial
|
|
Bartol
Family Partnership
301
Beacon Street
Boston,
MA 02116-1102
|
5.57%
|
Beneficial
|
Proxy
Statement 17
Principal
Executive Officers and Trustees of the Trust
The
following table provides the name, address and principal occupation of the
principal executive officers and trustees of the Trust. The Board is
responsible for the overall management of the Trust, including general
supervision and review of the investment activities of the Funds. The
Board, in turn, elects the officers of the Trust, who are responsible for
administering the day-to-day operations of the Trust and its separate
series. The current Trustees and officers of the Trust, their dates
of birth, positions with the Trust, terms of office with the Trust and length of
time served, their principal occupations for the past five years and other
directorships are set forth in the table below.
|
Name,
Address
and
Age
|
Position
with
the
Trust(1)
|
Term
of Office and
Length
of Time
Served
|
Principal
Occupation During
Past
Five Years
|
Number
of
Portfolios
in
Fund
Complex(2)
Overseen
by Trustees
|
Other
Directorships
Held
|
||
|
Independent
Trustees of the Trust
|
|||||||
|
Dorothy
A. Berry
(born
1943)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
Chairman
and
Trustee
|
Indefinite
Term;
Since
May 1991.
|
President,
Talon Industries, Inc. (administrative, management and business
consulting); formerly, Chief Operating Officer, Integrated Asset
Management (investment advisor and manager) and formerly, President, Value
Line, Inc. (investment advisory and financial publishing
firm).
|
2
|
Trustee,
Allegiant
Funds.
|
||
|
Wallace
L. Cook
(born
1939)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
Trustee
|
Indefinite
Term;
Since
May 1991.
|
Investment
Consultant; formerly, Chief Executive Officer, Rockefeller Trust Co.,
(prior thereto Senior Vice President), and Managing Director, Rockefeller
& Co. (Investment Manager and Financial Advisor); formerly, Senior
Vice President, Norton Simon, Inc.
|
2
|
The
Dana Foundation;
The
University of Virginia Law School Foundation.
|
||
|
Carl
A. Froebel
(born
1938)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
Trustee
|
Indefinite
Term;
Since
May 1991.
|
Owner,
Golf Adventures, LLC, (Vacation Services); formerly, President and
Founder, National Investor Data Services, Inc. (investment related
computer software).
|
2
|
None.
|
||
|
Steven
J. Paggioli
(born
1950)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
Trustee
|
Indefinite
Term;
Since
May 1991.
|
Consultant
since July 2001; formerly, Executive Vice President, Investment Company
Administration, LLC (“ICA”) (mutual fund administrator).
|
2
|
Independent
Trustee, The Managers Funds; Trustee, Managers AMG Funds; Sustainable
Growth Advisers, LP; Independent Director, Chase Investment
Counsel.
|
||
Proxy
Statement 18
|
Name,
Address
and
Age
|
Position
with
the
Trust(1)
|
Term
of Office and
Length
of Time
Served
|
Principal
Occupation During
Past
Five Years
|
Number
of
Portfolios
in
Fund
Complex(2)
Overseen
by Trustees
|
Other
Directorships
Held
|
||
|
Officers
of the Trust
|
|||||||
|
Robert
M. Slotky
(born
1947)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
President
Chief
Compliance
Officer
Anti-Money
Laundering
Officer
|
Indefinite
Term;
Since
August 2002.
Indefinite
Term;
Since
September 2004.
Indefinite
Term;
Since
December 2005.
|
Senior
Vice President, U.S. Bancorp Fund Services, LLC since July
2001.
|
Not
Applicable.
|
Not
Applicable.
|
||
|
Eric
W. Falkeis
(born
1973)
615
East Michigan St.
Milwaukee,
WI 53202
|
Treasurer
|
Indefinite
Term;
Since
August 2002.
|
Senior
Vice President, USBFS since September 2007; Chief Financial Officer, U.S.
Bancorp Fund Services, LLC, since April 2006; Vice President, U.S. Bancorp
Fund Services, LLC since 1997; formerly, Chief Financial Officer, Quasar
Distributors, LLC (2000-2003).
|
Not
Applicable.
|
Not
Applicable.
|
||
|
Elaine
E. Richards
(born
1968)
2020
E. Financial Way
Suite
100
Glendora,
CA 91741
|
Secretary
|
Indefinite
Term;
Since
February 2008.
|
Vice
President and Legal Compliance Officer, U.S. Bancorp Fund Services, LLC,
since July 2007; formerly, Vice President and Senior Counsel, Wells Fargo
Funds Management, LLC (2004-2007); formerly, Vice President and Legal
Compliance Officer, U.S. Bancorp Fund Services, LLC
(1998-2004).
|
Not
Applicable.
|
Not
Applicable.
|
||
|
(1)
|
The
Trustees of the Trust are not “interested persons” of the Trust as defined
under the 1940 Act (“Independent
Trustees”).
|
|
(2)
|
The
Trust is comprised of numerous series managed by unaffiliated investment
advisers. The term “Fund Complex” applies only to the
Funds. The Funds do not hold themselves out as related to any
other series within the Trust for purposes of investment and investor
services, nor does it share the same investment advisor with any other
series.
|
Proxy
Statement 19
Portfolio
Transactions
The Funds
do not allocate portfolio brokerage on the basis of the sales of
shares. Brokerage firms whose customers purchase shares of the Funds
may participate in brokerage commissions, but only pursuant to the Trust’s
Policy with Respect to Allocation of Brokerage to Compensate for Distribution of
Fund Shares. The Funds do not make portfolio transactions through
affiliated brokers.
Solicitation
of Proxies and Voting
The
solicitation is being made primarily by the mailing of a notice that this Proxy
Statement and accompanying proxy card are available on the website www.proxyvote.com on
or about May 27, 2009. Supplementary solicitations may be made
by mail, telephone, telegraph, facsimile, electronic means or personal interview
by representatives of the Trust. In
addition, Broadridge Financial Solutions, Inc. may be paid on a per-call basis
to solicit shareholders by telephone on behalf of the Trust. The
Trust also may also arrange to have votes recorded by telephone.
Voting
instructions may be revoked at any time prior to the final vote at the Meeting
by: (1) written instruction addressed to Elaine E. Richards, Secretary,
Winslow Green Mutual Funds, c/o U.S. Bancorp Fund Services, LLC,
2020 E. Financial Way, Suite 100, Glendora, California
91741. (2) attendance at the Meeting and voting in person; or
(3) by proper execution and return of a new Proxy Card (if received in time
to be voted). Mere attendance at the Special Meeting will not revoke
voting instructions.
If the
Trust records votes by telephone or through the internet, it will use procedures
designed to authenticate shareholders’ identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that their instructions have been properly
recorded. Proxies voted by telephone or through the internet may be
revoked at any time before they are voted in the same manner that proxies voted
by mail may be revoked.
The Funds
expect that, before the Special Meeting, broker-dealer firms holding shares of
the Funds in “street name” for their customers will request voting instructions
from their customers and beneficial owners. If these instructions are
not received by the date specified in the broker-dealer firms' proxy
solicitation materials, these shares will be considered “broker
non-votes.” Broker non-votes will not count towards the number of
votes in favor of the approval of the New Investment Management Agreement, which
means they will have the effect of a vote against these
proposals. With respect to any other business that may properly come
before the meeting, the effect of broker non-votes will be dependent upon the
vote that is required to approve such proposal.
All
proxies solicited by the Board of Trustees that are properly executed and
received by the Trust’s Secretary prior to the Meeting, and are not revoked,
will be voted at the Meeting. Shares represented by such proxies will
be voted in accordance with the instructions on the proxies. If no
instruction is made on a properly executed proxy, it will be voted FOR Proposal 1 and
Proposal 2. All shares that are voted and all votes to ABSTAIN will be counted
towards establishing a quorum, as will broker non-votes (returned proxies for
shares held in the name of a broker for which the beneficial owner has not voted
and the broker holding the shares does not have discretionary authority to vote
on the particular matter).
With
respect to shares held in individual retirement accounts (including Traditional,
Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those
shares for which it has received instructions from shareholders in accordance
with such instructions. If IRA shareholders do not vote their shares,
the IRA Custodian will vote their shares for them in the same proportion as
other IRA shareholders have voted.
A quorum
is a majority of outstanding shares (i.e., more than 50%) entitled
to vote in person or by proxy at the shareholder meeting. If a quorum
is not present at the Meeting, or if a quorum is present at the Meeting but
sufficient votes to approve a proposal are not received, or if other matters
arise requiring shareholder attention, the persons named as proxy agents may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment
all shares that they are entitled to vote with respect to Proposal 1 and
Proposal 2, unless directed to vote AGAINST Proposal 1 and,
for Investor Class shares, Proposal 2, in which case such shares will be
voted AGAINST the
proposed adjournment.
Proxy
Statement 20
Other
than the principal shareholders disclosed above, to the knowledge of the Trust
no other shareholder owned of record or beneficially more than 5% of the
outstanding shares of the Fund on that date. Shareholders of record
of the Trust at the close of business on April 30, 2009 will be entitled to
vote at the Meeting. Each whole share you hold as of the close of
business on the Record Date is entitled to one vote, and each fractional share
is entitled to a proportionate fractional vote.
The Fund
expects that the solicitation will be primarily by mail, but also may include
telephone, facsimile or oral solicitations. If the Fund does not
receive your proxy by a certain time, you may receive a telephone call from
Broadridge Financial Solutions, Inc., Fund officers, employees or agents asking
you to vote. The Funds do not reimburse officers of the Funds, or
regular employees and agents involved in the solicitation of
proxies.
The
expenses in connection with preparing this Proxy Statement and its enclosures
and all solicitations will be paid by Brown Advisory.
Householding
If
possible, depending on shareholder registration and address information, and
unless you have otherwise opted out, only one copy of this Proxy Statement will
be sent to shareholders at the same address. However, each
shareholder will receive separate proxy cards. If you would like to
receive a separate copy of the Proxy Statement, please call
1-888-314-9049. If you currently receive multiple copies of Proxy
Statements or shareholder reports and would like to request to receive a single
copy of documents in the future, please call 1-888-314-9049 or write to Winslow
Green Mutual Funds c/o U.S. Bancorp Fund Services, LLC,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
For
a free copy of the Funds’ latest annual and/or semiannual reports, call
1-888-314-9049, visit the Funds’ website at www.winslowgreen.com or write to
Winslow Green Mutual Funds, c/o U.S. Bancorp Fund Services, LLC,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
Proxy
Statement 21
Exhibit A
PROFESSIONALLY
MANAGED PORTFOLIOS
FINAL
INVESTMENT ADVISORY AGREEMENT
with
Brown
Investment Advisory Incorporated
THIS INVESTMENT ADVISORY
AGREEMENT is made as of the __ day of _____________, 2009, by and between
Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”),
on behalf of each series of the Trust listed on Schedule A, as may be amended
from time to time (each a “Fund” and collectively, the “Funds”) and Brown
Investment Advisory Incorporated (the “Advisor”).
WITNESSETH:
WHEREAS, the Trust is an
open-end management investment company, registered as such under the Investment
Company Act of 1940 (the “Investment Company Act”); and
WHEREAS, each Fund is a series
of the Trust having separate assets and liabilities; and
WHEREAS, the Advisor is
registered as an investment adviser under the Investment Advisers Act of 1940
(the “Advisers Act”) and is engaged in the business of supplying investment
advice as an independent contractor; and
WHEREAS, the Trust desires to
retain the Advisor to render advice and services to each 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
each 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 each Fund and shall supervise investments of
each Fund on behalf of each Fund in accordance with the investment objectives,
policies and restrictions of each Fund as set forth in the Funds’ and Trust’s
governing documents, including, without limitation, the Trust’s Agreement and
Declaration of Trust and By-Laws; the Funds’ prospectus, statement of additional
information and undertakings; and such other limitations, policies and
procedures as the Trustees may impose from time to time in writing to the
Advisor (collectively, the “Investment Policies”). In providing such
services, the Advisor shall at all times adhere to the provisions and
restrictions contained in the federal securities laws, applicable state
securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code
and other applicable law.
Without
limiting the generality of the foregoing, the Advisor shall: (i) furnish each
Fund with advice and recommendations with respect to the investment of each
Fund’s assets and the purchase and sale of portfolio securities for each 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 each Fund, subject to the ultimate
supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies
for each Fund, file ownership reports under Section 13 of the Securities
Exchange Act of 1934 (the “1934 Act”) for each Fund, and take other actions on
behalf of each Fund; (iv) maintain the books and records required to be
maintained by the Funds except to the extent arrangements have been made for
such books and records to be maintained by the administrator or another agent of
the Funds; (v) furnish reports, statements and other data on securities,
economic conditions and other matters related to the investment of each Fund’s
assets which the Funds’ 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.
Exhibit
A 1 Form
of Investment Advisory Agreement
(b) BROKERAGE. The Advisor
shall be responsible for decisions to buy and sell securities for each Fund, for
broker-dealer selection, and for negotiation of brokerage commission rates,
provided that the Advisor shall not direct orders to an affiliated person of the
Advisor without general prior authorization to use such affiliated broker or
dealer from the Trust’s Board of Trustees. The Advisor’s primary consideration
in effecting a securities transaction will be execution at the most favorable
price. In selecting a broker-dealer to execute each particular transaction, the
Advisor may take the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer; the
size of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of each Fund on
a continuing basis. The price to a Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services
offered.
Subject
to such policies as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the 1934 Act, the Advisor shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused a 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 Funds 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 Funds 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 Funds in any way,
or in any way be deemed an agent for the Trust or for the Funds. It is expressly
understood and agreed that the services to be rendered by the Advisor to the
Funds 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.
Exhibit
A 2 Form
of Investment Advisory Agreement
6.
EXPENSES.
(a) With
respect to the operation of each Fund, the Advisor shall be responsible for (i)
a Fund’s organizational expenses; (ii) providing the personnel, office space and
equipment reasonably necessary for the operation of a Fund; (iii) the expenses
of printing and distributing extra copies of a 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 a Fund (unless such cost is otherwise
allocated by the Board of Trustees). If the Advisor has agreed to limit the
operating expenses of a Fund, the Advisor also shall be responsible on a monthly
basis for any operating expenses that exceed the agreed upon expense
limit.
(b) Each
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 a 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 a 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 a 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 a 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.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a) Each
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, an annual management fee at the rate set forth in Schedule A to
this Agreement.
(b) The
management fee shall be accrued daily by each 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.
Exhibit
A 3 Form
of Investment Advisory Agreement
(d) The
fee payable to the Advisor under this Agreement will be reduced to the extent of
any receivable owed by the Advisor to each 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 each 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
each Fund’s obligation are subject to reimbursement by each Fund to the Advisor,
if so requested by the Advisor, in subsequent fiscal years if the aggregate
amount actually paid by a 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 each 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 Funds. 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 a Fund or pledge or use a Fund’s assets
in connection with any borrowing not directly for a Fund’s benefit. For this
purpose, failure to pay any amount due and payable to a 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 Funds 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 Funds’ administrator and to
permit such compliance inspections by the Funds’ administrator as shall be
reasonably necessary to permit the administrator to satisfy its obligations and
respond to the reasonable requests of the Board of Trustees.
11.
ADVISOR’S LIABILITIES AND INDEMNIFICATION.
(a) The
Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in each 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 a Fund for any loss (including brokerage charges)
incurred by the Fund as a result of any improper investment made by the Advisor
in contradiction of the Investment Policies.
(c) In
the absence of willful misfeasance, bad faith, negligence, or reckless disregard
of the obligations or duties hereunder on the part of the Advisor, the Advisor
shall not be subject to liability to the Trust or a Fund or to any shareholder
of a 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 Funds or any shareholder of the Funds may have
under any federal securities law or state law.
Exhibit
A 4 Form
of Investment Advisory Agreement
(d) Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, directors, officers and employees of the other party (any such
person, an “Indemnified Party”) against any loss, liability, claim, damage or
expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnifying Party’s
performance or non-performance of any duties under this Agreement; provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
(e) No
provision of this Agreement shall be construed to protect any Trustee or officer
of the Trust, or officer of the Advisor, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12. NON-EXCLUSIVITY; TRADING FOR
ADVISOR’S OWN ACCOUNT. The Trust’s employment of the Advisor is not an
exclusive arrangement. The Trust may from time to time employ other individuals
or entities to furnish it with the services provided for herein. Likewise, the
Advisor may act as investment adviser for any other person, and shall not in any
way be limited or restricted from buying, selling or trading any securities for
its or their own accounts or the accounts of others for whom it or they may be
acting; provided, however, that the Advisor expressly represents that it will
undertake no activities which will adversely affect the performance of its
obligations to the Fund under this Agreement; and provided further that the
Advisor will adhere to a code of ethics governing employee trading and trading
for proprietary accounts that conforms to the requirements of the Investment
Company Act and the Advisers Act and has been approved by the Board of
Trustees.
13. TRANSACTIONS WITH
OTHER INVESTMENT ADVISERS. The Advisor is not an affiliated person of any
investment adviser responsible for providing advice with respect to any other
series of the Trust, or of any promoter, underwriter, officer, director, member
of an advisory board or employee of any other series of the
Trust. The Advisor shall not consult with the investment adviser of
any other series of the Trust concerning transactions for the Fund or any other
series of the Trust.
14.
TERM.
(a) This
Agreement shall become effective at the time the Funds receive a majority of the
outstanding voting securities of each Fund in approval of this agreement and
shall remain in effect for a period of two (2) years, 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
Funds may use the names “Winslow Green Growth Fund” or “Winslow Green Solutions
Fund” any name derived from or using the name “Winslow” 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 Funds 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 each 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 each Fund, upon sixty (60)
days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’
written notice to each Fund. In the event of a termination, the Advisor shall
cooperate in the orderly transfer of each Fund’s affairs and, at the request of
the Board of Trustees, transfer any and all books and records of each Fund
maintained by the Advisor on behalf of each Fund.
Exhibit
A 5 Form
of Investment Advisory Agreement
(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 Gramm-Leach-Bliley Act (the “G-L-B Act”); and (2)
except after prior notification to and approval in writing by the Trust, not to
use such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, or as otherwise permitted by
Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy
policies adopted by the Trust and communicated in writing to the
Advisor. Such written approval shall not be unreasonably withheld by
the Trust and may not be withheld where the Advisor may be exposed to civil or
criminal contempt or other proceedings for failure to comply after being
requested to divulge such information by duly constituted
authorities.
17. ANTI-MONEY LAUNDERING COMPLIANCE.
The Advisor acknowledges that, in compliance with the Bank Secrecy Act,
as amended, the USA PATRIOT Act, and any implementing regulations thereunder
(together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy.
The Advisor agrees to comply with the Trust’s Anti-Money Laundering Policy and
the AML Laws, as the same may apply to the Advisor, now and in the future. The
Advisor further agrees to provide to the Trust and/or the administrator such
reports, certifications and contractual assurances as may be reasonably
requested by the Trust. The Trust may disclose information regarding the Advisor
to governmental and/or regulatory or self-regulatory authorities to the extent
required by applicable law or regulation and may file reports with such
authorities as may be required by applicable law or regulation.
18. CERTIFICATIONS; DISCLOSURE
CONTROLS AND PROCEDURES. The Advisor acknowledges that, in compliance
with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the
implementing regulations promulgated thereunder, the Trust and the Funds 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 Funds in complying with the
Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and
procedures. The Advisor agrees to inform the Trust of any material development
related to the Funds that the Advisor reasonably believes is relevant to the
Funds’ certification obligations under the Sarbanes-Oxley 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.
Exhibit
A 6 Form
of Investment Advisory Agreement
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
on behalf
of the
Winslow
Green Growth Fund; and
Winslow
Green Solutions Fund
By:
Name:
Title:
BROWN
INVESTMENT ADVISORY INCORPORATED
By:
Name:
Title:
Exhibit
A 7 Form
of Investment Advisory Agreement
SCHEDULE
A
|
Series
or Fund of Professionally Managed Portfolios
|
Annual
Fee Rate
|
|
Winslow
Green Growth Fund
|
0.90%
of average daily net assets
|
|
Winslow
Green Solutions Fund
|
0.90%
of average daily net assets
|
Approved
by the Board of Trustees: March 23, 2009
Exhibit
A 8 Form
of Investment Advisory Agreement
Exhibit
B
PROFESSIONALLY
MANAGED PORTFOLIOS
OPERATING
EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the ___ day of _________,
2009, by and between Professionally Managed Portfolios, a Massachusetts business
trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A,
as may be amended from time to time (each a “Fund” and collectively, the
“Funds”) and Brown Investment Advisory Incorporated (the
“Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders
advice and services to each Fund pursuant to the terms and provisions of an
Final Investment Advisory Agreement between the Trust and the Advisor dated as
of the ___ day of _________2009, (the “Investment Advisory
Agreement”); and
WHEREAS, each Fund, and each
of its respective classes, is responsible for, and has assumed the obligation
for, payment of certain expenses pursuant to the Investment Advisory Agreement
that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires
to limit each Fund’s Operating Expenses (as that term is defined in Paragraph 2
of this Agreement) pursuant to the terms and provisions of this Agreement, and
the Trust (on behalf of each Fund) desires to allow the Advisor to implement
those limits;
NOW THEREFORE, in
consideration of the covenants and the mutual promises hereinafter set forth,
the parties, intending to be legally bound hereby, mutually agree as
follows:
1. LIMIT ON OPERATING
EXPENSES. The Advisor hereby agrees to limit each class of each Fund’s
current Operating Expenses to an annual rate, expressed as a percentage of each
class’ respective average annual net assets to the amounts listed in Appendix A
(the “Annual Limits”). In the event that the current Operating Expenses of a
class of each Fund, as accrued each month, exceed its Annual Limit, the Advisor
will pay to that class of a Fund, on a monthly basis, the excess expense within
fifteen (15) calendar days, or such other period as determined by the Board of
Trustees of the Trust, of being notified that an excess expense payment is
due. In the event that the Board of Trustees of the Trust
determines that an excess expense payment due date be other than fifteen (15)
calendar days, the Trust will provide the Advisor with ten (10) calendar days
written notice prior to the implementation of such other excess expense payment
due date.
2. DEFINITION. For purposes of
this Agreement, the term “Operating Expenses” with respect to each class of each
Fund, is defined to include all expenses necessary or appropriate for the
operation of the Fund and each of its classes, including the Advisor’s
investment advisory or management fee detailed in the Investment Advisory
Agreement, any Rule 12b-1 fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred
loads, acquired fund fees and expenses, taxes, leverage interest, brokerage
commissions, expenses incurred in connection with any merger or reorganization,
or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND
EXPENSES. The Advisor retains its right to receive reimbursement of any
excess expense payments paid by it pursuant to this Agreement under the same
terms and conditions as it is permitted to receive reimbursement of reductions
of its investment management fee under the Investment Advisory
Agreement.
4. TERM. This Agreement shall
become effective on the date specified herein and shall remain in effect
indefinitely and for a period of not less than two years, unless sooner
terminated as provided in Paragraph 5 of this Agreement.
5. TERMINATION. This Agreement
may be terminated at any time, and without payment of any penalty, by the Board
of Trustees of the Trust, on behalf of each Fund, upon sixty (60) days’ written
notice to the Advisor. This Agreement may not be terminated by the Advisor
without the consent of the Board of Trustees of the Trust, which consent will
not be unreasonably withheld. This Agreement will automatically terminate if the
Investment Advisory Agreement is terminated, with such termination effective
upon the effective date of the Investment Advisory Agreement’s
termination.
6. ASSIGNMENT. This Agreement
and all rights and obligations hereunder may not be assigned without the written
consent of the other party.
Exhibit
B 1 Operating
Expenses Limitation Agreement
7. SEVERABILITY. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
8. GOVERNING LAW. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act of 1940, and the Investment Advisers Act of 1940, and any rules and
regulations promulgated thereunder.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and attested by
their duly authorized officers, all on the day and year first above
written.
PROFESSIONALLY
MANAGED PORTFOLIOS
on behalf
of the
Winslow
Green Growth Fund; and
Winslow
Green Solutions Fund
By:
Name:
Title:
BROWN
INVESTMENT ADVISORY INCORPORATED
By:
Name:
Title:
Exhibit
B 2 Operating
Expenses Limitation Agreement
Appendix
A
|
Fund/Classes
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Operating Expense Limit
|
|
Winslow
Green Growth Fund
|
|
|
Investor Shares
|
1.45%
|
|
Institutional
Shares
|
1.20%
|
|
Winslow
Green Solutions Fund
|
|
|
Investor Shares
|
1.25%
|
|
Institutional
Shares
|
1.00%
|
Approved
by the Board of Trustees: March 31, 2009
Exhibit
B 3 Operating
Expenses Limitation Agreement
Exhibit
C
PROFESSIONALLY
MANAGED PORTFOLIOS
on
behalf of the funds managed by
Brown
Investment Advisory Incorporated
DISTRIBUTION AND SHAREHOLDER
SERVICING PLAN
(12b-1
Plan)
The
following Distribution Plan (the “Plan”) has been adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
“Act”), by Professionally Managed Portfolios (the “Trust”), a Massachusetts
business trust, on behalf of each series or class of the Trust listed on
Schedule A as may be amended from time to time (each a
“Fund”). The Plan has been approved by a majority of the Trust’s
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any Rule 12b-1 Agreement (as defined below)
(the “Disinterested Trustees”), cast in person at a meeting called for the
purpose of voting on such Plan.
In
approving the Plan, the Board of Trustees determined that adoption of the Plan
would be prudent and in the best interests of each Fund and its
shareholders. Such approval by the Board of Trustees included a
determination, in the exercise of its reasonable business judgment and in light
of its fiduciary duties, that there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders.
The
provisions of the Plan are as follows:
1. PAYMENTS
BY THE FUND TO PROMOTE THE SALE OF FUND SHARES
The Trust, on behalf of each Fund, will
pay Quasar Distributors, LLC (the “Distributor”), as principal distributor of
the Fund’s shares, a distribution fee and shareholder servicing fee a percentage
of the average daily net assets of each Fund as shown on Schedule A in
connection with the promotion and distribution of Fund shares and the provision
of personal services to shareholders, including, but not necessarily limited to,
advertising, compensation to underwriters, dealers and selling personnel, the
printing and mailing of prospectuses to other than current Fund shareholders,
and the printing and mailing of sales literature. The Distributor may
pay all or a portion of these fees to any registered securities dealer,
financial institution or any other person (the “Recipient”) who renders
assistance in distributing or promoting the sale of shares, or who provides
certain shareholder services, pursuant to a written agreement (the
“Rule 12b-1 Agreement”), a form of which is attached hereto as
Appendix A with respect to each Fund. To the extent not so paid
by the Distributor such amounts may be retained by the
Distributor. Payment of these fees shall be made monthly promptly
following the close of the month.
|
2.
|
RULE
12B-1 AGREEMENTS
|
(a) No
Rule 12b-1 Agreement shall be entered into with respect to the Fund and no
payments shall be made pursuant to any Rule 12b-1 Agreement, unless such
Rule 12b-1 Agreement is in writing and the form of which has first been
delivered to and approved by a vote of a majority of the Trust’s Board of
Trustees, and of the Disinterested Trustees, cast in person at a meeting called
for the purpose of voting on such Rule 12b-1 Agreement. The form
of Rule 12b-1 Agreement relating to the Fund attached hereto as
Appendix A has been approved by the Trust’s Board of Trustees as specified
above.
(b) Any
Rule 12b-1 Agreement shall describe the services to be performed by the
Recipient and shall specify the amount of, or the method for determining, the
compensation to the Recipient.
(c) No
Rule 12b-1 Agreement may be entered into unless it provides (i) that
it may be terminated with respect to the Fund at any time, without the payment
of any penalty, by vote of a majority of the shareholders of the Fund, or by
vote of a majority of the Disinterested Trustees, on not more than 60 days’
written notice to the other party to the Rule 12b1 Agreement, and
(ii) that it shall automatically terminate in the event of its
assignment.
(d) Any
Rule 12b1 Agreement shall continue in effect for a period of more than
one year from the date of its execution only if such continuance is specifically
approved at least annually by a vote of a majority of the Board of Trustees, and
of the Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on such Rule 12b-1 Agreement.
Exhibit
C 1
Distribution Plan
3. QUARTERLY
REPORTS
The Distributor shall provide to the
Board of Trustees, and the Trustees shall review at least quarterly, a written
report of all amounts expended pursuant to the Plan. This report
shall include the identity of the Recipient of each payment and the purpose for
which the amounts were expended and such other information as the Board of
Trustees may reasonably request.
4. EFFECTIVE
DATE AND DURATION OF THE PLAN
The Plan shall become effective
immediately upon approval by the vote of a majority of the Board of Trustees,
and of the Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on the approval of the Plan. The Plan shall
continue in effect with respect to the Fund for a period of one year from its
effective date unless terminated pursuant to its terms. Thereafter,
the Plan shall continue with respect to each Fund from year to year, provided
that such continuance is approved at least annually by a vote of a majority of
the Board of Trustees, and of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such continuance. The
Plan, or any Rule 12b-1 agreement, may be terminated with respect to each
Fund at any time, without penalty, on not more than 60 days’ written notice
by a majority vote of shareholders of the Fund, or by vote of a majority of the
Disinterested Trustees.
5. SELECTION
OF DISINTERESTED TRUSTEES
During the period in which the Plan is
effective, the selection and nomination of those Trustees who are Disinterested
Trustees of the Trust shall be committed to the discretion of the Disinterested
Trustees.
6. AMENDMENTS
All material amendments of the Plan
shall be in writing and shall be approved by a vote of a majority of the Board
of Trustees, and of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on such amendment. In addition, the
Plan may not be amended to increase materially the amount to be expended by the
Fund hereunder without the approval by a majority vote of shareholders of the
Fund.
7. RECORDKEEPING
The Trust shall preserve copies of the
Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 3 for a
period of not less than six years from the date of this Plan, any such Rule
12b-1 Agreement or such reports, as the case may be, the first two years in an
easily accessible place.
Exhibit
C 2
Distribution Plan
SCHEDULE
A
|
Series of Professionally Managed
Portfolios
|
12b-1 Fee
|
|
|
Winslow
Green Growth Fund
|
||
|
Investor Class
|
0.25%
of average daily net assets
|
|
|
Winslow
Green Solutions Fund
|
||
|
Investor Class
|
0.25%
of average daily net assets
|
|
Exhibit
C 3
Distribution Plan
Appendix
A
Rule 12b-1 Related
Agreement
Quasar
Distributors, LLC
615 East
Michigan Street
Milwaukee,
WI 53202
Brown
Investment Advisory Incorporated
901 S.
Bond Street, Suite 400
Baltimore,
Maryland 2123
Ladies
and Gentlemen:
This
letter will confirm our understanding and agreement with respect to payments to
be made to you pursuant to a Distribution and Shareholder Servicing Plan (the
“Plan”) adopted by Professionally Managed Portfolios (the “Trust”), on behalf of
each series or class of the Trust listed on Schedule A as may be amended
from time to time (each a “Fund”), pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the “Act”). The Plan and
this related agreement (the “Rule 12b-1 Agreement”) have been approved by a
majority of the Board of Trustees of the Trust, including a majority of the
Board of Trustees who are not “interested persons” of the Trust, as defined in
the Act, and who have no direct or indirect financial interest in the operation
of the Plan or in this or any other Rule 12b-1 Agreement (the “Disinterested
Trustees”), cast in person at a meeting called for the purpose of voting
thereon. Such approval included a determination by the Board of
Trustees that, in the exercise of its reasonable business judgment and in light
of its fiduciary duties, there is a reasonable likelihood that the Plan will
benefit each of the Fund’s shareholders.
1. To
the extent you provide distribution and marketing services in the promotion of
the Fund’s shares and/or services to the Fund’s shareholders, including
furnishing services and assistance to your customers who invest in and own
shares, including, but not limited to, answering routine inquiries regarding the
Fund and assisting in changing account designations and addresses, we shall pay
you a fee as described on Schedule A. We reserve the right to
increase, decrease or discontinue the fee at any time in our sole discretion
upon written notice to you.
You agree
that all activities conducted under this Rule 12b-1 Related Agreement will
be conducted in accordance with the Plan, as well as all applicable state and
federal laws, including the Act, the Securities Exchange Act of 1934, the
Securities Act of 1933, the U.S. PATRIOT Act of 2001 and any applicable
rules of the Financial Industry Regulatory Authority.
2. You
shall furnish us with such information as shall reasonably be requested either
by the Trustees of the Fund or by us with respect to the services provided and
the fees paid to you pursuant to this Rule 12b1
Agreement.
3. We
shall furnish to the Board of Trustees, for its review, on a quarterly basis, a
written report of the amounts expended under the Plan by us and the purposes for
which such expenditures were made.
4. This
Rule 12b-1 Agreement may be terminated by the vote of (a) a majority
of shareholders, or (b) a majority of the Disinterested Trustees, on 60
days’ written notice, without payment of any penalty. In addition,
this Rule 12b-1 Agreement will be terminated by any act which terminates the
Plan or the Distribution Agreement between the Trust and us and shall terminate
immediately in the event of its assignment. This Rule 12b-1 Agreement
may be amended by us upon written notice to you, and you shall be deemed to have
consented to such amendment upon effecting any purchases of shares for your own
account or on behalf of any of your customer’s accounts following your receipt
of such notice.
5. This
Rule 12b-1 Agreement shall become effective on the date accepted by you and
shall continue in full force and effect so long as the continuance of the Plan
and this Rule 12b-1 Agreement are approved at least annually by a vote of the
Board of Trustees of the Trust and of the Disinterested Trustees, cast in person
at a meeting called for the purpose of voting thereon. All
communications to us should be sent to the above address. Any notice
to you shall be duly given if mailed or faxed to you at the address specified by
you below.
Exhibit
C 4
Distribution Plan
Quasar
Distributors, LLC
By:
James
Schoenike, President
Accepted:
(Dealer
or Service Provider Name)
(Street
Address)
(City)(State)(ZIP)
(Telephone
No.)
(Facsimile
No.)
By:
(Name and
Title)
Exhibit
C 5
Distribution Plan
Schedule
A
to
the
Rule
12b-1 Related Agreement
|
Series of Professionally Managed
Portfolios
|
12b-1 Fee
|
|
|
Winslow
Green Growth Fund
|
||
|
Investor Class
|
0.25%
of average daily net assets
|
|
|
Winslow
Green Solutions Fund
|
||
|
Investor Class
|
0.25%
of average daily net assets
|
|
For all
services rendered pursuant to the Rule 12b-1 Agreement, we shall pay you the fee
shown above calculated as follows:
The above
fee as a percentage of the average daily net assets of the Fund (computed on an
annual basis) which are owned of record by your firm as nominee for your
customers or which are owned by those customers of your firm whose records, as
maintained by the Trust or its agent, designate your firm as the customer’s
dealer or service provider of record.
We shall
make the determination of the net asset value, which determination shall be made
in the manner specified in the Fund’s current prospectus, and pay to you, on the
basis of such determination, the fee specified above, to the extent permitted
under the Plan.
Exhibit
C 6
Distribution Plan
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PROXY
TABULATOR
P.O.
BOX 9112
FARMINGDALE,
NY 11735
|
Vote
this proxy card TODAY!
Your
prompt response will save the expense
of
additional mailings
|
|
|
To
vote by Mail
1) Read
the Proxy Statement.
2) Check
the appropriate boxes on the proxy card below.
3) Sign
and date the proxy card.
4) Return
the proxy card in the envelope provided.
To
vote by Telephone
1) Read
the Proxy Statement and have the proxy card below at hand.
2) Call
1-800-690-6903
3) Follow
the instructions.
To
vote by Internet
1) Read
the Proxy Statement and have the proxy card below at hand.
2) Go
to website www.proxyvote.com
3) Follow
the instructions provided on the website.
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TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M15355-s46173 KEEP
THIS PORTION FOR YOUR RECORDS
DETACH
AND RETURN THIS PORTION ONLY
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The
shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
“FOR” each proposal, and to grant discretionary power to vote upon such other
business as may properly come before the Meeting.
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FOR
|
ABSTAIN
|
AGAINST
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||||
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1.
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To
approve an Investment Advisory Agreement between Brown Investment Advisory
Incorporated and Professionally Managed Portfolios, on behalf of the
Winslow Green Growth Fund and the Winslow Green Solutions Fund (the
"Funds"). The Trustees recommend that shareholders vote FOR the
approval of the investment advisory agreement.
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□
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□
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□
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2.
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To
approve a Rule 12b-1 Distribution Plan and related Rule 12b-1
fee of 0.25% for the Investor Class Shares of the Funds (Only Investor
Class Shareholders are permitted to vote on this matter). The
Trustees recommend that shareholders of the Investor Class vote FOR the
approval of the Distribution Plan.
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□
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□
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□
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The
undersigned acknowledges receipt with this proxy of a copy of the Notice
of the Meeting of Shareholders and the Proxy Statement.
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||||||
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Please
sign exactly as name appears above. If shares are held in the
name of joint owners, each should sign. Attorneys-in-fact,
executors, administrators, etc., should give full title. If
shareholder is a corporation or partnership, please sign in full corporate
or partnership name by authorized person.
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||||||
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Signature
(PLEASE SIGN WITHIN BOX)
|
Date
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Signature
(Joint Owners)
|
Date
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Important
Notice Regarding the Availability of Proxy Materials for the Special
Meeting:
The Proxy
Statement is available at www.proxyvote.com.
M15355-s46173
|
PROXY
WINSLOW GREEN MUTUAL
FUNDS PROXY
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 27, 2009
This
Proxy is solicited on behalf of the Board of Trustees of the
Professionally Managed Portfolios on behalf of the Winslow Green Growth
Fund and the Winslow Green Solutions Fund. The undersigned
hereby appoints as proxies Robert M. Slotky and Elaine E. Richards, and
each of them (with power of substitution), to vote all shares of the
undersigned of the Funds at the Special Meeting of Shareholders to be held
at 10:30 a.m. Pacific time, on July 27, 2009, at the offices of U.S.
Bancorp Fund Services, LLC, 2020 E. Financial Way, Suite 100,
Glendora, California 91741 and any adjournment(s) thereof (“Meeting”),
with all the power the undersigned would have if personally
present.
YOUR
VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE
NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON
THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE
SIGN ON REVERSE SIDE OF THIS CARD
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