FIRST AMENDMENT TO
PROFIT FUNDS INVESTMENT TRUST
MANAGEMENT AGREEMENT
WHEREAS, Profit Funds Investment Trust (the "Trust") and Profit Investment
Management, Inc. (the "Adviser"), each having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, have entered
into a Management Agreement as of November 30, 1998 (the "Agreement");
WHEREAS, the parties agree to amend the Agreement;
NOW, THEREFORE, effective February 1, 2009, the Trust and the Adviser
agree to amend the Agreement as follows:
1. Paragraph 6 of the Agreement is hereby amended to read as follows:
"6. For all services to be rendered and payments made as provided in
this Agreement, the Fund will pay the Manager a fee, computed and
accrued daily and paid monthly, at the annual rate of 0.75% of the
Fund's average daily net assets.
The value of the daily net assets of the Fund shall be determined
pursuant to the applicable provisions of the Declaration of Trust
and to resolutions of the Board of Trustees of the Trust. If,
pursuant to such provisions, the determination of net asset value is
suspended for any particular business day, then for the purposes of
this paragraph 6, the value the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of
the close of business on that day, or as ouch other time as the
value of the Fund's net assets may lawfully be determined on that
day. If the determination of the net asset value of the Fund's
shares has been suspended for a period including such month, the
Manager's compensation payable for such month shall be computed on
the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).
2. Excepted as amended hereof, the Agreement shall remain in full force
and effect.
Executed this 28th day of January, 2009
PROFIT FUNDS INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇ Profit
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▇▇▇▇▇▇ Profit, President and Trustee
PROFIT INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ Profit
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▇▇▇▇▇▇ Profit, President