AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2005
SECURITIES ACT FILE NO. 33-12213
INVESTMENT COMPANY ACT FILE NO. 811-05037
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933: | [X] | |
Pre-Effective Amendment No.____ | [ ] | |
Post-Effective Amendment No. 228 | [X] |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940: | [X] | |
Amendment No. 229 | [X] |
(Check Appropriate Box or Boxes)
PROFESSIONALLY MANAGED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of Principal Executive Offices)
(414) 765-5344
Registrant's Telephone Number, Including Area Code
Robert M. Slotky
Professionally Managed Portfolios
2020 E. Financial Way, Ste. 100
Glendora, CA 91741
(Name and Address of Agent for Service)
WITH A COPY TO:
Julia Allecta
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor.
San Francisco, CA 94105-0441
It is proposed that this filing will become effective (check appropriate box):
[X] immediately upon filing pursuant to paragraph (b).
[ ] on (date) pursuant to paragraph (b).
[ ] 60 days after filing pursuant to paragraph (a)(1).
[ ] on (date) pursuant to paragraph (a)(1).
[ ] 75 days after filing pursuant to paragraph (a)(2).
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment
This amendment consists of the following:
(1) Facing sheet of the Registration Statement
(2) Part C of the Registration Statement (including signature page)
The Prospectus and Statement of Additional Information are incorporated by reference from Post-Effective Amendment No. 226 to this Registration Statement filed on September 12, 2005.
This amendment is being filed in order to file as Exhibit 99.i, the Opinion and Consent of Counsel.
PART C
OTHER INFORMATION
(FundX Stock Upgrader Fund)
Item 23. Exhibits
(a) | Amended and Restated Agreement and Declaration of Trust was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on July 27, 2005 and is incorporated herein by reference. |
(b) | Amended and Restated Bylaws was previously filed with the Registration Statement on Form N1-A (File No. 33-12213) on February 18, 2003 and is incorporated herein by reference. |
(c) | Instruments Defining Rights of Security Holders is incorporated by reference to Registrant’s Declaration of Trust and Bylaws. |
(d) | Investment Advisory Agreement was previously filed with the Registration Statement on Form N1-A (File No. 33-12213) on September 12, 2005 and is incorporated herein by reference. |
(e) | Form of Distribution Agreement was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 12, 2002 and is incorporated herein by reference. |
(f) | Bonus or Profit Sharing Contracts is not applicable. |
(g) | Form of Custody Agreement was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on June 15, 1998 and is incorporated herein by reference. |
(h) | Other Material Contracts |
(i) | Form of Fund Administration Servicing Agreement was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 12, 2002 and is incorporated herein by reference. |
(ii) | Form of Transfer Agent Servicing Agreement was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 12, 2002 and is incorporated herein by reference. |
(iii) | Form of Fund Accounting Servicing Agreement was previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 12, 2002 and is incorporated herein by reference. |
(iv) | Power of Attorney was previously filed with the Registration Statement on Form N1-A (File No. 33-12213) on October 24, 2002 and is incorporated herein by reference. |
(v) | Operating Expenses Limitation Agreement was previously filed with the Registration Statement on Form N1-A (File No. 33-12213) on September 12, 2005 and is incorporated herein by reference. |
(i) | Opinion and Consent of Counsel is filed herewith. |
(j) | Consent of Independent Public Accountants is not applicable. |
(k) | Omitted Financial Statements is not applicable. |
(l) | Agreement Relating to Initial Capital is not applicable. |
(m) | Rule 12b-1 Planis not applicable. |
(n) | Rule 18f-3 Plan is not applicable. |
(o) | Reserved. |
(p) | (i) Code of Ethics for Registrantwas previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 24, 2005 and in incorporated herein by reference. |
(ii) | Code of Ethics for Advisorwas previously filed with the Registration Statement on Form N1-A (File No. 33-12213) on September 12, 2005 and is incorporated herein by reference. |
Item 24. Persons Controlled by or Under Common Control with Registrant.
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 25. Indemnification.
Reference is made to Article VII of the Registrant’s Declaration of Trust (previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on December 29, 1995), Article VI of Registrant’s Amended and Restated Bylaws (previously filed with the Registration Statement on Form N-1A (File No. 33-12213) on February 18, 2003), and Paragraph 6 of the Distribution Agreement (previously filed with the Registration Statement on Form N-1A (File No. 33-12213 on February 12, 2002). With respect to the Registrant, the general effect of these provisions is to indemnify any person (Trustee, director, officer, employee or agent, among others) who was or is a party to any proceeding by reason of their actions performed in their official or duly authorized capacity on behalf of the Trust. With respect to the distributor, the general effect of the relevant provisions is to indemnify those entities for claims arising out of any untrue statement or material fact contained in the Funds' Registration Statement, reports to shareholders or advertising and sales literature.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”
Item 26. Business and Other Connections of the Investment Advisor.
With respect to the Advisor, the response to this Item will be incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission ("SEC"), dated April 18, 2005. The Advisor’s Form ADV may be obtained, free of charge, at the SEC's website atwww.adviserinfo.sec.gov.
Item 27. Principal Underwriter.
(a) Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
Advisors Series Trust | Jacob Internet Fund Inc. |
AIP Alternative Strategies Funds | The Jensen Portfolio, Inc. |
Allied Asset Advisors Funds | Julius Baer Investment Funds |
Alpine Equity Trust | The Kensington Funds |
Alpine Income Trust | Kirr, Marbach Partners Funds, Inc. |
Alpine Series Trust | LKCM Funds |
Brandes Investment Trust | Masters’ Select Funds |
Brandywine Blue Fund, Inc. | Matrix Advisors Value Fund, Inc. |
Brazos Mutual Funds | MDT Funds |
Bridges Investment Fund, Inc. | Monetta Fund, Inc. |
Buffalo Funds | Monetta Trust |
Buffalo Balanced Fund, Inc. | The MP 63 Fund, Inc. |
Buffalo High Yield Fund, Inc. | MUTUALS.com |
Buffalo Large Cap Fund, Inc. | Nicholas Equity Income Fund, Inc. |
Buffalo Small Cap Fund, Inc. | Nicholas Family of Funds, Inc. |
Buffalo USA Global Fund, Inc. | Nicholas Fund, Inc. |
Country Mutual Funds Trust | Nicholas High Income Fund, Inc. |
Cullen Funds Trust | Nicholas II, Inc. |
Everest Funds | Nicholas Limited Edition, Inc. |
FFTW Funds, Inc. | Nicholas Money Market Fund, Inc. |
First American Funds, Inc. | NorCap Funds |
First American Investment Funds, Inc. | Permanent Portfolio Funds |
First American Strategy Funds, Inc. | PRIMECAP Odyssey Funds |
Fort Pitt Capital Funds | Professionally Managed Portfolios |
The Glenmede Fund, Inc. | Prudent Bear Funds, Inc. |
The Glenmede Portfolios | The Purisima Funds |
Guinness Atkinson Funds | Rainier Investment Management Mutual Funds |
Harding, Loevner Funds, Inc. | Summit Mutual Funds, Inc. |
The Hennessy Funds, Inc. | Thompson Plumb Funds, Inc. |
Hennessy Mutual Funds, Inc. | TIFF Investment Program, Inc. |
Hotchkis and Wiley Funds | Trust For Professional Managers |
Intrepid Capital Management Funds Trust | Wexford Trust |
(b) To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
Name and Principal Business Address | Position and Offices with Quasar Distributors, LLC | Positions and Offices with Registrant |
James R. Schoenike | President, Board Member | None |
Donna J. Berth | Treasurer | None |
Joe Redwine | Board Member | None |
Bob Kern | Board Member | None |
Eric W. Falkeis | Board Member | Treasurer |
Teresa Cowan | Assistant Secretary | None |
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin, 53202. |
(c) | Not applicable. |
Item 28. Location of Accounts and Records.
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:
Records Relating to: | Are located at: |
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent | U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd Floor Milwaukee, WI 53202 |
Registrant’s Custodian | U.S. Bank, National Association 425 Walnut Street Cincinnati, OH 45202 |
Registrant’s Investment Advisor | DAL Investment Company, LLC 235 Montgomery Street, Suite 1049 San Francisco, CA 94104 |
Item 29. Management Services Not Discussed in Parts A and B.
Not Applicable.
Item 30. Undertakings.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the 26th day of September 2005.
.
Professionally Managed Portfolios
By: Robert M. Slotky*
Robert M. Slotky
President
Pursuant to the requirements of the Securities Act of 1933, this amendment to this Registration Statement has been signed below by the following persons in the capacities and on September 26, 2005.
Signature Title
Steven J. Paggioli* | |
Steven J. Paggioli | Trustee |
Dorothy A. Berry* | |
Dorothy A. Berry | Trustee |
Wallace L. Cook* | |
Wallace L. Cook | Trustee |
Carl A. Froebel* | |
Carl A. Froebel | Trustee |
Rowley W. P. Redington* | |
Rowley W. P. Redington | Trustee |
Robert M. Slotky* | |
Robert M. Slotky | President |
Eric W. Falkeis | |
Eric W. Falkeis | Treasurer and Principal Financial and Accounting Officer |
*By /s/ Eric W. Falkeis
Eric W. Falkeis
Attorney-in-Fact pursuant to Power of Attorney |
EXHIBIT INDEX
Exhibit | Exhibit No. |
Opinion and Consent of Counsel | EX-99.i |