PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT FundX Upgrader Fund FundX Aggressive Upgrader Fund FundX Conservative Upgrader Fund FundX Flexible Income Fund
AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
FundX
Upgrader Fund
FundX
Aggressive Upgrader Fund
FundX
Conservative Upgrader Fund
FundX
Flexible Income Fund
THIS
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
is made
as of the 31st
day of
August, 2006, by and between Professionally Managed Portfolios, a Massachusetts
business trust (the “Trust”), on behalf of the following series of the Trust:
the FundX Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX
Conservative Upgrader Fund and the FundX Flexible Income Funds (the “Funds”) and
DAL Investment Company, LLC (the “Advisor”).
WITNESSETH:
WHEREAS,
the
Trust is an open-end management investment company, registered as such under
the
Investment Company Act of 1940 (the “Investment Company Act”); and
WHEREAS,
the
Funds are each a series of the Trust having separate assets and liabilities;
and
WHEREAS,
the
Advisor is registered as an investment adviser under the Investment Advisers
Act
of 1940 (the “Advisers Act”) and is engaged in the business of supplying
investment advice as an independent contractor; and
WHEREAS,
the
Trust desires to retain the Advisor to render advice and services to the Funds
pursuant to the terms and provisions of this Agreement, and the Advisor desires
to furnish said advice and services;
NOW,
THEREFORE,
in
consideration of the covenants and the mutual promises hereinafter set forth,
the parties to this Agreement, intending to be legally bound hereby, mutually
agree as follows:
1.
APPOINTMENT OF ADVISOR.
The
Trust hereby employs the Advisor and the Advisor hereby accepts such employment,
to render investment advice and related services with respect to the assets
of
the Funds for the period and on the terms set forth in this Agreement, subject
to the supervision and direction of the Trust’s Board of Trustees (the “Board of
Trustees”).
2.
DUTIES OF ADVISOR.
(a)
GENERAL
DUTIES.
The
Advisor shall act as investment adviser to the Funds and shall supervise
investments of the Funds on behalf of the Funds in accordance with the
investment objectives, policies and restrictions of the Funds 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.
1
Without
limiting the generality of the foregoing, the Advisor shall: (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 (the “1934 Act”) 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 each Fund’s
investment activities as the Board may reasonably request, including at least
one in-person appearance annually before the Board of Trustees.
(b)
BROKERAGE.
The
Advisor shall be responsible for decisions to buy and sell securities for the
Funds, for broker-dealer selection, and for negotiation of brokerage commission
rates, provided that the Advisor shall not direct orders to an affiliated person
of the Advisor without general prior authorization to use such affiliated broker
or dealer from the Trust’s Board of Trustees. The Advisor’s primary
consideration in effecting a securities transaction will be execution at the
most favorable price. In selecting a broker-dealer to execute each particular
transaction, the Advisor may take the following into consideration: the best
net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the 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.
Subject
to such policies as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the 1934 Act, the Advisor shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused the Funds 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 Funds 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 a 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.
2
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.
6.
EXPENSES.
(a)
With
respect to the operation of the Funds, the Advisor shall be responsible for
(i)
the Funds’ organizational expenses; (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Funds; (iii) the
expenses of printing and distributing extra copies of the Funds’ 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 the Funds, the Advisor
also shall be responsible on a monthly basis for any operating expenses that
exceed the agreed upon expense limit.
(b)
The
Funds are responsible for and have assumed the obligation for payment of all
of
their 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 their 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 Funds
including all fees and expenses of their custodian, shareholder services agent
and accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating their daily net asset values and of
maintaining their books of account required under the Investment Company Act;
taxes, if any; a pro rata portion of expenditures in connection with meetings
of
the Funds’ shareholders and the Board of Trustees that are properly payable by
the Funds; salaries and expenses of officers of the Trust, including without
limitation the Trust’s Chief Compliance Officer, and fees and expenses of
members of the Board of Trustees or members of any advisory board or committee
who are not members of, affiliated with or interested persons of the Advisor;
insurance premiums on property or personnel of the Funds which inure to their
benefit, including liability and fidelity bond insurance; the cost of preparing
and printing reports, proxy statements, prospectuses and statements of
additional information of the Funds 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
their 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 Funds, if any; and all other charges and costs
of
their operation plus any extraordinary and non-recurring expenses, except as
herein otherwise prescribed.
3
(c)
The
Advisor may voluntarily or contractually absorb certain Fund expenses.
(d)
To
the extent the Advisor incurs any costs by assuming expenses which are an
obligation of the Funds as set forth herein, the Funds shall promptly reimburse
the Advisor for such costs and expenses, except to the extent the Advisor has
otherwise agreed to bear such expenses. To the extent the services for which
a
Fund is obligated to pay are performed by the Advisor, the Advisor shall be
entitled to recover from such Fund to the extent of the Advisor’s actual costs
for providing such services. In determining the Advisor’s actual costs, the
Advisor may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
(e)
The
Advisor may not pay fees in addition to any Fund distribution or servicing
fees
to financial intermediaries, including without limitation banks, broker-dealers,
financial advisors, or pension administrators, for sub-administration,
sub-transfer agency or any other shareholder servicing or distribution services
associated with shareholders whose shares are held in omnibus or other group
accounts, except with the prior authorization of the Trust’s Board of Trustees.
Where such arrangements are authorized by the Trust’s Board of Trustees, the
Advisor shall report regularly to the Trust on the amounts paid and the relevant
financial institutions.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
The
Funds 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.
4
(d)
The
fee payable to the Advisor under this Agreement will be reduced to the extent
of
any receivable owed by the Advisor to the Funds and as required under any
expense limitation applicable to a Fund.
(e)
The
Advisor voluntarily may reduce any portion of the compensation or reimbursement
of expenses due to it pursuant to this Agreement and may agree to make payments
to limit the expenses which are the responsibility of a Fund under this
Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Advisor hereunder or to
continue future payments. Any such reduction will be agreed to prior to accrual
of the related expense or fee and will be estimated daily and reconciled and
paid on a monthly basis.
(f)
Any
such reductions made by the Advisor in its fees or payment of expenses which
are
a Fund’s obligation are subject to reimbursement by such Fund to the Advisor, if
so requested by the Advisor, in subsequent fiscal years if the aggregate amount
actually paid by the Fund toward the operating expenses for such fiscal year
(taking into account the reimbursement) does not exceed the applicable
limitation on Fund expenses. Under the expense limitation agreement, the Advisor
may recoup reimbursements made in any fiscal year of a 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 a 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 such 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 Funds. In this connection, the Advisor acknowledges that the
Trustees retain ultimate plenary authority over the Funds 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.
5
11.
ADVISOR’S LIABILITIES AND INDEMNIFICATION.
(a)
The
Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in the Funds’ offering
materials (including the prospectus, the statement of additional information,
advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion therein.
(b)
The
Advisor shall be liable to the Funds for any loss (including brokerage charges)
incurred by the Funds as a result of any improper investment made by the Advisor
in contradiction of the Investment Policies.
(c)
In
the absence of willful misfeasance, bad faith, negligence, or reckless disregard
of the obligations or duties hereunder on the part of the Advisor, the Advisor
shall not be subject to liability to the Trust or the Funds or to any
shareholder of the Funds 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 Funds. 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.
(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 Funds 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 Funds or any other series of the Trust.
6
14.
TERM.
(a)
This
Agreement shall become effective at the time a Fund commences operations
pursuant to an effective amendment to the Trust’s Registration Statement under
the Securities Act of 1933 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 Funds 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 “FundX Upgrader Fund,” “FundX Aggressive Upgrader Fund,”
“FundX Conservative Upgrader Fund” and “FundX Flexible Income Fund” or any name
derived from or using the name “FundX” 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 the Funds 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 a Fund, upon sixty (60) days’
written notice to the Advisor, and by the Advisor upon sixty (60) days’ written
notice to the Funds. In the event of a termination, the Advisor shall cooperate
in the orderly transfer of a Fund’s affairs and, at the request of the Board of
Trustees, transfer any and all books and records of a Fund maintained by the
Advisor on behalf of the Fund.
(b)
This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
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 Funds’ prior, present, or potential shareholders (and clients of
said shareholders) and (b) any Nonpublic Personal Information, as defined under
Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the “G-L-B Act”); and (2) except after prior
notification to and approval in writing by the Trust, not to use such records
and information for any purpose other than the performance of its
responsibilities and duties hereunder, or as otherwise permitted by Regulation
S-P or the G-L-B Act, and if in compliance therewith, the privacy policies
adopted by the Trust and communicated in writing to the Advisor. Such written
approval shall not be unreasonably withheld by the Trust and may not be withheld
where the Advisor may be exposed to civil or criminal contempt or other
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities.
17.
ANTI-MONEY LAUNDERING COMPLIANCE. The
Advisor acknowledges that, in compliance with the Bank Secrecy Act, as amended,
the USA PATRIOT Act, and any implementing regulations thereunder (together,
“AML
Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Advisor
agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws,
as the same may apply to the Advisor, now and in the future. The Advisor further
agrees to provide to the Trust and/or the administrator such reports,
certifications and contractual assurances as may be reasonably requested by
the
Trust. The Trust may disclose information regarding the Advisor to governmental
and/or regulatory or self-regulatory authorities to the extent required by
applicable law or regulation and may file reports with such authorities as
may
be required by applicable law or regulation.
7
18.
CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The
Advisor acknowledges that, in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002
(the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the implementing regulations promulgated
thereunder, the Trust and the 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
19.
SEVERABILITY.
If any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
20.
CAPTIONS.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
21.
GOVERNING LAW.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware without giving effect to the conflict of laws principles
of Delaware or any other jurisdiction; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation
or
rule, including the Investment Company Act and the Advisers Act and any rules
and regulations promulgated thereunder.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their duly
authorized officers, all on the day and year first above written.
|
PROFESSIONALLY MANAGED
PORTFOLIOS
behalf
of the
FundX
Upgrader Fund, FundX Aggressive
Upgrader Fund, FundX Conservative Upgrader Fund
and FundX Flexible Income Fund
|
DAL
INVESTMENT
COMPANY,
LLC
|
|||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | President | Title: | Portfolio Manager | |
8
SCHEDULE
A
|
Series
or Fund of Professionally Managed Portfolios
|
Annual
Fee Rate
|
|
FundX
Upgrader Fund,
FundX
Aggressive Upgrader Fund and
FundX
Conservative Upgrader Fund
|
On
average net assets:
Up
to $500 million: 1.00%
Over
$500 million to $750 million: 0.90%
Over
$750 million to $1 billion: 0.80%
Over
$ 1 billion 0.70%
|
|
FundX
Flexible Income Fund
|
0.70%
of average net assets
|
9