PROFESSIONALLY MANAGED PORTFOLIOS AMENDMENT TO THE DISTRIBUTION AGREEMENT
AMENDMENT
TO THE DISTRIBUTION AGREEMENT
THIS AMENDMENT dated as of the
24th
day of February, 2009 to the Distribution Agreement, dated as of July 5, 2006,
as amended (the "Distribution Agreement"), is entered into by and among PROFESSIONALLY MANAGED
PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of
its series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX
Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund, the FundX
Flexible Income Fund, the FundX ETF Aggressive Upgrader Fund, the FundX ETF
Upgrader Fund and the FundX Tactical Upgrader Fund, DAL INVESTMENT COMPANY, LLC,
the investment advisor (the “Advisor”) and QUASAR DISTRIBUTORS, LLC, a
Delaware limited liability company (the “Distributor”).
RECITALS
WHEREAS, the parties have
entered into a Distribution Agreement; and
WHEREAS, the parties desire to
amend said Distribution Agreement to add the FundX Tactical Total Return Fund
and for Advisor to verify fees; and
WHEREAS, Section 11 of the
Distribution Agreement allows for its amendment by a written instrument executed
by both parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
is hereby superseded and replaced with Amended Exhibit A attached
hereto.
Exhibit B
of the Agreement shall be amended and replaced in its entirety by the Amended
Exhibit B (“Amended Exhibit B”) attached herein.
Except to
the extent amended hereby, the Distribution Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
PROFESSIONALLY
MANAGED
PORTFOLIOS
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QUASAR
DISTRIBUTORS, LLC
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By:
/s/Xxxxxx X.
Xxxxxx
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By:
/s/Xxxxx X.
Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxxxxx
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Title:
President
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Title:
President
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DAL
INVESTMENT COMPANY, LLC
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By:
___________________________
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Name:
_________________________
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Title:
__________________________
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Amended
Exhibit A
to
the
Distribution
Agreement – Professionally Managed Portfolios
DAL
Investment Company, LLC – February, 2009
Name of
Series
FundX
Upgrader Fund
FundX
Aggressive Upgrader Fund
FundX
Conservative Upgrader Fund
FundX
Flexible Income Fund
FundX
Stock Upgrader Fund
FundX
ETF Aggressive Upgrader Fund
FundX
ETF Upgrader Fund
FundX
Tactical Upgrader Fund
FundX
Tactical Total Return Fund
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Amended
Exhibit B to the
Distribution
Agreement – Professionally Managed Portfolios
DAL
Investment Company, LLC at February 2009
ANNUAL FEE
SCHEDULE –
effective 4/1/07
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Basic Distribution Services – Fund
Complex
● $5,000
annual fee 1st
Fund
● $1,000
each additional Fund
Advertising Compliance Review/FINRA
Filings
● $175 per job for
the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter (includes FINRA filing
fee)
● Non-FINRA
filed materials, e.g. Institutional Use Only, Quasar Review Only,
Correspondence, etc.
$75 per job for
the first 10 pages (minutes if tape or video); $10 per page
(minutes if tape or video)
● FINRA
Expedited Service for 3 Day Turnaround
$1,000 for the
first 10 pages (minutes if audio or video); $25 per page
(minute if audio or video) thereafter. (Comments are
faxed. FINRA may not accept expedited request.)
● Quasar
Expedited Review Service for 24 Hour Turnaround – Does not include FINRA
filing fee, if applicable
$500 for the
first 10 pages (minutes if audio or video); $25 per page
(minute if audio or video) thereafter.
Licensing of Investment Advisor’s Staff (if
desired)
● $1,500 per year
per registered representative
● Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24,
26, 27, 63, 66
● Plus
all associated FINRA and State fees for Registered Representatives,
including license and renewal fees.
● $500 penalty to
be paid by Advisor if written notice of termination of a RR is not
received by Quasar within ten (10) business days of the RR’s effective
date of termination.
Fund Fact Sheets
● Design
- $1,000
per fact sheet, includes first production
● Production
- $500.00
per fact sheet per production period
● All
printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
Out-of-Pocket Expenses
Reasonable
out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
● typesetting,
printing and distribution of Prospectuses and shareholder
reports
● production,
printing, distribution and placement of advertising and sales literature
and materials
● engagement
of designers, free-xxxxx writers and public relations firms
● long-distance
telephone lines, services and charges
● postage
● overnight
delivery charges
● travel,
lodging and meals
Fees
are billed monthly.
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Advisor’s
Signature below acknowledges approval of the distribution fee schedule
above.
DAL
Investment Company, LLC
By:_______________________________ Date:_______________________
Name:____________________________
Title:_____________________________
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