FundX Investment Trust
12/02/2024 | Press release | Distributed by Public on 12/02/2024 13:48
Proxy Statement - Form DEF 14A
FundX ETFs 2024 Change of Control Proxy DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement.
oConfidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
xDefinitive Proxy Statement.
oDefinitive Additional Materials.
oSoliciting Material Pursuant to § 240.14a-12.
FundX Investment Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials:
oCheck 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.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
FundX ETF - XCOR
FundX Flexible ETF - XFLX
FundX Conservative ETF - ZRLX
FundX Aggressive ETF - XNAV
each a series of
FUNDX INVESTMENT TRUST
c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-866-455-FUND [3863]
December 2, 2024
Dear Fund Shareholder:
One Capital Management, LLC ("OCM") is the investment advisor to the FundX ETF, FundX
Flexible ETF, FundX Conservative ETF and FundX Aggressive ETF (each a "Fund" and collectively the
"Funds"). Pursuant to a purchase agreement, Merchant Wealth Management Holdings 3, LLC became the
majority owner of OCM on November 8, 2025 (the "Closing Date").
The transaction caused an assignment of the investment advisory agreement between FundX
Investment Trust (the "Trust"), on behalf of the Funds, and OCM under the Investment Company Act of
1940 (the "1940 Act"). This assignment resulted in the automatic termination of the investment advisory
agreement in accordance with its terms as required by Section 15 of the 1940 Act. To enable OCM to
continue to serve as advisor to the Funds the Board approved of an interim advisory agreement.
The Trust is seeking shareholder approval of a new advisory agreement with OCM on behalf of
each Fund (the "Proposed Advisory Agreement"). There are no material differences between the Proposed
Agreement and the prior investment advisory agreement, nor are there any material differences in OCM's
obligations under the Proposed Agreement.
The Trust is also seeking shareholder approval of two additional proposals that are to be voted on
by each Fund, separately:
(1) a proposal to approve a "manager of managers" arrangement that would allow a fund
the flexibility to change a sub-advisory agreement without shareholder approval, subject
to the approval of the Board of Trustees.
(2) a proposal to amend the fundamental restriction of each Fund with respect to loans.
Enclosed is a Notice of Special Meeting of Shareholders of the Funds to be held on December 23,
2024 (the "Meeting") at 11:00 a.m. Pacific time at the offices of FundX Investment Trust, 101
Montgomery Street, Suite 2400, San Francisco, California 94104 together with a proxy statement and
proxy card relating to the proposals to consider and approve the Proposed Agreement.
If you are a shareholder of record of a Fund as of the close of business on November 21, 2024,
you are entitled to vote at the Meeting and at any postponement or adjournment thereof. While you are, of
course, welcome to join us at the Meeting, most shareholders will cast their votes by filling out and
signing the enclosed proxy card. The Board of Trustees of the Funds has recommended approval of
the Proposals, and encourages you to vote "FOR" each, as applicable. If you have any questions
regarding the issues to be voted on, please do not hesitate to call 1-866-455-FUND [3863]. The proxy is
being solicited on behalf of the Board of Trustees of the FundX Investment Trust.
Your vote is important, no matter how many shares you own. Even if you plan to attend the
Meeting, to help ensure that your vote is represented, please either complete, date, sign and return
the enclosed proxy card by mailing it in the enclosed postage-paid envelope or follow the
instructions under "Frequently Asked Questions" to vote by phone or internet. You may revoke
your proxy at any time before it is actually voted by providing written notice of your revocation to
the undersigned, by submitting a subsequent proxy or by voting in person at the Meeting.
Thank you for taking the time to consider these important proposals and for your continuing
investment in the Funds.
Sincerely,
President, FundX Investment Trust
Q&A 1
Important information to help you understand
and vote on the proposals
Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted
upon. Your vote is important.
Q:What is this document and why did you send it to me?
A:You are receiving these proxy materials because on November 21, 2024 (the "Record Date"), you
owned shares of FundX ETF ("FundX ETF"), FundX Flexible ETF ("Flexible ETF"), FundX
Conservative ETF ("Conservative ETF"), and FundX Aggressive ETF ("Aggressive ETF," and
together with FundX ETF, Flexible ETF, and Conservative ETF, the "Funds," and separately, each a
"Fund") and, as a result, you have the right to vote on the Proposals and are entitled to be present at
and to vote at the Special Meeting. Each share of a Fund is entitled to one vote on the applicable
Proposal. This document is a proxy statement. We are sending this document to you for your use in
deciding whether to approve the Proposals. This document includes the Notice of Special Meeting of
Shareholders, a proxy statement, and a proxy card.
Q:What is a proxy?
A:A proxy is a person who votes the shares of another person who could not attend a meeting. The term
"proxy" also refers to the proxy card or other method of appointing a proxy. When you submit your
proxy, you are appointing Jeff Smith and Sean McKeon, each of whom are officers of the Trust, as
your proxies, and you are giving them permission to vote your shares at the special meeting. The
appointed proxies will vote your shares as you instruct, unless you submit your proxy without
instructions. In this case, they will vote FOR the proposals. With respect to any other proposals to be
voted upon, they will vote in accordance with the recommendation of the Board or, in the absence of
such a recommendation, in their discretion. If you do not submit your proxy, they will not vote your
shares. This is why it is important for you to return the proxy card to us as soon as possible whether
or not you plan on attending the meeting.
Q:What am I being asked to vote on?
A:You are being asked to vote on the following proposals:
PROPOSAL 1: For shareholders of each Fund, separately, to approve a new investment advisory
agreement between One Capital Management, LLC (the "Advisor") and FundX Investment Trust (the
"Trust") on behalf of each Fund, (the "New Advisory Agreement").
Q&A 2
PROPOSAL 2: For shareholders of each Fund, separately, to approve a "manager of managers"
arrangement that would grant the applicable Fund and the Advisor greater flexibility to change sub-
advisory arrangements without shareholder approval, subject to prior approval by the FundX Investment
Trust's Board of Trustees.
PROPOSAL 3: For shareholders of each Fund, separately, to approve of a change to each Fund's
fundamental investment restriction related to loans.
Q:How will my approval of the New Advisory Agreement affect the management and operation of
my Fund?
A:The persons responsible for managing each Fund's assets are not expected to change as a result of or
in connection with New Advisory Agreement. Each Fund's portfolio management team will continue
to be primarily responsible for the day-to-day management of each Fund's portfolio.
Q:How will my approval of a "manager of managers" arrangement affect the management and
operation of my Fund?
A:No change is expected as a result of your approval of the manager of managers arrangement. The
Trust expects to seek exemptive relief from the Securities and Exchange Commission (the "SEC")
that would provide the Advisor with the flexibility to enter into and materially amend sub-advisory
agreements with affiliated or unaffiliated sub-advisers, with the approval of the Board, but without
shareholder approval. This exemptive relief would allow the Funds to avoid the costs and delays
associated with holding a shareholder meeting. This relief is referred to as "manager of managers"
relief. As a condition of the exemptive relief, a Fund is required to receive shareholder approval to
rely on the manager of managers relief prior to first use. There is no assurance or guarantee that the
SEC will grant the Trust and Advisor the requested exemptive relief.
Q:How will my approval of the Fund's fundamental investment restrictions related to loans affect
the management and the operation of my Fund?
A:Each Fund's current investment restriction as written is more restrictive than what is mandated by the
1940 Act (e.g. each Fund is currently not permitted to lend securities as a means to generate
additional income for shareholders). If approved, the Advisor intends to manage each Fund consistent
with the restrictions of the 1940 Act. Namely, the Funds may not lend securities or make any other
loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except the
Funds may purchase debt securities, may enter into repurchase agreements, and may acquire loans,
loan participations and assignments (both fund and unfunded) and other forms of debt instruments.
Q&A 3
Q:How will my approval of any of the Proposals affect the expenses of my Fund?
A:The investment advisory fee paid by each Fund to the Advisor will not increase if the New
Agreement with the Advisor is approved. In addition, the Advisor has agreed to maintain each Fund's
current expense cap for a two-year period after the date of the Transaction. Approval of either of the
other proposals is not expected to increase a Fund's expense ratio.
Q:What are the primary reasons for the Board's approval of the Advisor to continue as the
investment advisor of my Fund?
A:The Board weighed a number of factors in reaching its decision to approve the Advisor to continue as
the investment advisor for the Funds, including the history, reputation, qualifications and resources of
the Advisor and the fact that each Fund's current portfolio managers would continue to provide the
portfolio management services to the Funds. The Board also considered that if the Proposed
Agreement is approved, the Fund's investment advisory fee would not increase and total expenses for
each Fund would not increase.
Q:Are there any differences between the existing investment advisory agreement and the New
Advisory Agreement?
A:No. There are no material differences between the existing investment advisory agreement and the
New Advisory Agreement other than the effective date.
Q:Does the Fund's Board of Trustees recommend that I approve any of the Proposals?
A:Yes. After careful consideration, the Board of Trustees, including all of the Independent Trustees, has
unanimously approved the Proposals, including the New Advisory Agreement with the Advisor on
behalf of the Funds, and recommends that you also vote to approve your respective Proposals.
Q&A 4
Q:Who is paying for this proxy mailing and for the other solicitation costs associated with this
shareholder meeting?
A:The expenses in connection with preparing the proxy statement and its enclosures and all solicitations
will be paid by the Advisor.
Q:Who is eligible to vote?
A:Shareholders of record of the Funds as of the close of business on November 21, 2024 (the "Record
Date") are entitled to be present and to vote at the Meeting or any adjournment thereof. Shareholders
of record of a Fund at the close of business on the Record Date will be entitled to cast one vote for
each full share.
Q:What vote is required?
A:Approval of each Proposal, separately, requires the vote of the "majority of the outstanding voting
securities," which is defined under the 1940 Act 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 each Fund entitled to vote
thereon.
Q:How do I vote my shares?
A:For your convenience, you may vote your shares in the following four ways:
By Mail: You may vote your shares by completing, dating, signing and returning your proxy card by
mailing it in the enclosed postage-paid envelope.
By Telephone: You may vote your shares by telephone. To do so, please have your proxy card
available, call the toll-free number on the proxy card and follow the simple instructions.
Online: You may vote your shares using the internet. To do so, please have your proxy card available
and go to the website shown on the proxy card. Follow the simple instructions found on the website.
Q&A 5
In Person: You may vote your shares in person at the Meeting if you attend. If attending in person,
the Meeting will be held on December 23, 2024 at 11:00 a.m. Pacific time at the offices of FundX
Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California 94104.
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 Proposals and to grant discretionary authority to the persons named in
the card as to any other matters that properly come before the Meeting.
Whether you vote in person, by mail, by telephone or by internet, you may revoke your proxy at any
time before it is exercised by giving the Trust's Secretary written notice of your revocation, by
submitting a subsequent proxy (the subsequent proxy may be submitted by mail, telephone or
internet) or by voting in person at the Meeting. Your attendance at the Meeting does not automatically
revoke your proxy.
Q:How can a quorum be established?
A:Under the Trust's Bylaws, a quorum is constituted by the presence in person or by proxy of
33 percent of the outstanding shares of each Fund entitled to vote at the Meeting. Proxies returned
that reflect an abstention on the Proposals may be counted as shares present and entitled to vote for
purposes of determining whether the required quorum of shares exists.
Q:What will happen if there are not enough votes to approve the any or all of the Proposals?
A:In the event a quorum is present at the Meeting but sufficient votes to approve any or all of the
Proposals are not received management may propose one or more adjournments of the 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. Any adjournment or postponement would require a vote in
favor of the adjournment by a majority of the votes cast by those shareholders present in person or by
proxy.
Because each Proposal is expected to "affect substantially" a shareholder's rights or privileges, a
broker may not vote shares if the broker has not received instructions from beneficial owners or
persons entitled to vote, even if the broker has discretionary voting power. For this reason, the Trust
does not expect to receive broker non-votes and this could make achieving a quorum more difficult. It
is important that we receive your signed proxy card to ensure that there is a quorum for the Meeting.
Q&A 6
If we do not receive your vote as the date of the Meeting approaches, you may be contacted to remind
you to vote your shares and help you return your proxy.
Q:If I vote by mail, how do I sign the proxy card?
A:Individual Accounts: Shareholders should sign exactly as their names appear on the account
registration shown on the proxy 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.
FundX ETF - XCOR
FundX Flexible ETF - XFLX
FundX Conservative ETF - ZRLX
FundX Aggressive ETF - XNAV
each a series of
FUNDX INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD December 23, 2024
A special meeting of shareholders (the "Meeting") of FundX ETF, FundX Flexible ETF, FundX
Conservative ETF, and FundX Aggressive ETF (the "Funds," and separately, each a "Fund"), each a
series of FundX Investment Trust (the "Trust"), will be held on December 23, 2024, at 11:00 a.m. Pacific
time, at the offices of FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco,
California 94104. At the Meeting, shareholders of the Funds, separately, will be asked to consider and act
upon the following proposals:
Proposal 1 - To approve an investment advisory agreement (the "New Advisory Agreement")
between the Trust, on behalf of the FundX ETF, and One Capital Management, LLC (the
"Advisor").
Proposal 2 - To approve a "manager of managers" arrangement that would grant the Trust and
the Advisor greater flexibility to change sub-advisory arrangements without shareholder
approval, subject to prior approval by the Trust's Board of Trustees.
Proposal 3 - To approve a proposal that would change the fundamental investment restriction
regarding lending.
Shareholders may also be asked to transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS UPON WHICH
YOU ARE BEING ASKED TO VOTE.
The Trust's Board of Trustees has fixed the close of business on November 21, 2024 as the record
date for the determination of the shareholders entitled to notice of, and to vote at, the Meeting and any
adjournments thereof.
Please read the accompanying proxy statement. Regardless of whether you plan to attend the
Meeting, please complete, sign and return promptly the enclosed proxy card so that a quorum will be
present and a maximum number of shares may be voted for a Fund. In the alternative, please call the toll-
free number on your proxy card to vote by telephone or go to the web site shown on your proxy card to
vote over the internet.
By Order of the Board of Trustees
President, FundX Investment Trust
December 2, 2024
Your vote is important - please vote your shares promptly.
Shareholders are encouraged to vote by internet, telephone, or mail. Telephone and internet voting
instructions can be found on the enclosed proxy card or indicate voting instructions on the 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.
1
FundX ETF - XCOR
FundX Flexible ETF - XNAV
FundX Conservative ETF - XFLX
FundX Aggressive ETF - XRLX
each a series of
FUNDX INVESTMENT TRUST
PROXY STATEMENT
December 2, 2024
This Proxy Statement is being furnished to the shareholders of the FundX ETF ("FundX ETF"),
FundX Flexible ETF ("Flexible ETF"), FundX Conservative ETF ("Conservative ETF"), FundX
Aggressive ETF ("Aggressive ETF," and together with FundX ETF, Flexible ETF, and Conservative ETF,
the "Funds," and separately, each a "Fund"), each a series of FundX Investment Trust (the "Trust"), an
open-end management investment company, on behalf of the Trust's Board of Trustees (the "Board") in
connection with the Funds' solicitation of shareholders' proxies for use at a special meeting of
shareholders of the Funds (the "Meeting") to be held on December 23, 2024, at 11:00 a.m. Pacific time,
at the offices of FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California
94104, for the purposes set forth below and in the accompanying Notice of Special Meeting of
Shareholders.
Shareholders of record at the close of business on the record date, established as November 21,
2024 (the "Record Date"), are entitled to notice of, and to vote at, the Meeting. The approximate mailing
date of this Proxy Statement to shareholders is December 2, 2024. The Meeting will be held for the
following purpose, shareholders of the Funds, separately, will be asked to consider and act upon the
following proposals:
Proposal 1 - To approve an investment advisory agreement (the "New Advisory Agreement")
between the Trust, on behalf of the Funds, and One Capital Management, LLC (the
"Advisor").
Proposal 2 - To approve a "manager of managers" arrangement that would grant the Funds and
the Advisor greater flexibility to change sub-advisory arrangements without shareholder
approval, subject to prior approval by the Trust's Board of Trustees.
Proposal 3 - To approve a proposal that would change the fundamental investment restriction
regarding lending.
2
THE PROPOSALS
PROPOSAL 1. APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN
THE TRUST AND
ONE CAPITAL MANAGEMENT LLC.
Background. This proposal relates to a change in control of the equity ownership of One Capital
Management LLC (OCM or the "Advisor"). Pursuant to a purchase agreement signed on November 8,
2024, Merchant Wealth Management Holdings 3, LLC became the new majority owner of the Advisor as
of the same date (the "Closing Date"). Merchant Wealth Holdings 3 is a Delaware limited liability
company. The transaction resulted in a change of control of the Advisor as of the Closing Date. This
change of control effectively terminated the prior advisory agreement in accordance with its terms as
required by Section 15 of the Investment Company Act of 1940 (the "1940 Act"). For this reason, a
meeting of the Board of Trustees of the Trust (the "Board"), was held on October 25, 2024. At the
meeting the Board, including a majority of the trustees who are not interested persons of the Trust (as
defined by the 1940 Act), unanimously approved a New Advisory agreement between the Trust and
OCM. The Board also approved of an interim investment advisory agreement (the "Interim Advisory
Agreement"), that will allow OCM to continue to provide the Funds investment management services
while it seeks shareholder approval. There will be no change in the day-to-day management of the Funds'
investment portfolios, the portfolio manager(s) of any of the Funds will remain the same, and the
incumbent leadership of the Advisor will not change.
The Advisor previously provided investment advisory services to the Funds and managed
portfolio assets pursuant to an investment advisory agreement with the Trust that was last approved by the
Board, including a majority of the Independent Trustees, at its meeting held on August 21, 2024, and was
last approved by a vote of shareholders on September 1, 2021.
In order for the Advisor to continue to serve as investment advisor to the Funds, shareholders of
each Fund must approve the New Advisory Agreement. If approved, the New Advisory Agreement will
be effective upon the approval by shareholders. There are no differences in the Advisor's obligations
under the previous advisory agreement and the New Advisory Agreement.
Summary of the Prior Advisory Agreement, Interim Advisory Agreement and New
Advisory Agreement. The Interim Advisory Agreement and the New Advisory Agreement are
substantially identical to the prior investment advisory agreement, except for the dates of execution and
effectiveness and certain other provisions described below. A copy of the New Advisory Agreement is
attached to this Proxy Statement as Exhibit A. The following description of the New Advisory Agreement
is only a summary. You should refer to Exhibit A for the terms of the agreement, and the description set
forth below of the agreement is qualified in its entirety by reference to Exhibit A.
Under the terms of the Interim Advisory Agreement, the agreement is to remain in effect until the
earlier of (1) the expiration of a 150-day period from the date the prior advisory agreement was deemed
terminated (November 8, 2024), or (2) until such time a shareholders of the Funds approve the New
Advisory Agreement. The Interim Advisory Agreement also provides that the Board may terminate the
agreement 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 the Funds, upon ten (10) days'
written notice to the Advisor. The Interim Advisory Agreement also provides that the management fee
shall be accrued daily by the Funds and the compensation earned by the Advisor will be held in an
interest-bearing escrow account pending shareholder approval of the New Advisory Agreement. If
3
shareholders approve the New Advisory Agreement within 150 days, the amount held in the escrow
account, including interest, will then be paid to the Advisor. If shareholders do not approve the New
Advisory Agreement, the Advisor will be paid, out of the escrow account, the lesser of (1) the costs
incurred performing its services under this Interim Advisory Agreement or (2) the total amount in the
escrow account, including interest earned.
Under the terms of the New Advisory Agreement, the Advisor may delegate a portion of its
responsibilities to a sub-advisor. This provision allows the Funds operation under a manager of managers
arrangement as more fully described in Proposal 2, below.
Description of New Advisory Agreement. The Advisor has served as investment advisor to the
Funds, and their predecessor funds, since January 31, 2022. If approved by shareholders at the Meeting,
the Advisor will continue to provide the same services pursuant to the same terms as identified in the New
Advisory Agreement. The new agreement will remain in effect for a period of two (2) years, unless
sooner terminated. After the initial two-year period, continuation of the New Advisory Agreement from
year-to-year is subject to annual approval by the Board, including at least a majority of the Independent
Trustees. The New Advisory Agreement, similar to the prior agreement, may be terminated by the Board
or a vote of a majority (as that term is defined in the 1940 Act) of the shareholders of the Funds upon not
more than 60 days' notice, or by the Advisor upon 60 days' notice.
Advisory Services. Like the prior agreement, the New Advisory Agreement states that, subject to
the supervision and direction of the Board of Trustees, the Advisor will supervise and manage the
investment portfolio of each Fund and direct the purchase and sale of investment securities in the day to
day management of each Fund.
Management Fees. Like the prior agreement, the New Advisory Agreement provides that each
Fund will pay the Advisor a fee at an annual rate based on the Fund's average daily net assets. There is no
difference between the advisory fee in the prior agreement or in the New Advisory Agreement. Each
Fund's advisory fee is described in the table below:
|
Annual Advisory Fee
|
|
|
FundX ETF
|
1.00% on assets up to $500 million, 0.90% on assets between $500
million and $750 million, 0.80% on assets between $750 million and
$1 billion, and 0.70% on assets over $1 billion.
|
|
FundX Flexible ETF
|
0.70%
|
|
FundX Conservative ETF
|
1.00% on assets up to $500 million, 0.90% on assets between $500
million and $750 million, 0.80% on assets between $750 million and
$1 billion, and 0.70% on assets over $1 billion.
|
|
FundX Aggressive ETF
|
1.00% on assets up to $500 million, 0.90% on assets between $500
million and $750 million, 0.80% on assets between $750 million and
$1 billion, and 0.70% on assets over $1 billion.
|
4
For the fiscal years ended September 30, the Funds paid the following fees to the Advisor:
|
FundX ETF
|
|||
|
2024
|
2023
|
2022
|
|
|
Fees Accrued
|
$1,512,212
|
$1,439,013
|
$1,989,067
|
|
Fees (Waived)
|
$0
|
$(8,352)
|
$0
|
|
Fees Recouped
|
$0
|
$0
|
$0
|
|
Net Advisory Fee Paid
|
$1,512,212
|
$1,430,661
|
$1,989,067
|
|
Flexible ETF
|
|||
|
2024
|
2023
|
2022
|
|
|
Fees Accrued
|
$422,102
|
$434,997
|
$572,747
|
|
Fees (Waived)
|
$(21,551)
|
$(115,112)
|
$(37,186)
|
|
Fees Recouped
|
$0
|
$0
|
$1,604
|
|
Net Advisory Fee Paid
|
$400,551
|
$319,885
|
$537,165
|
|
Conservative ETF
|
|||
|
2024
|
2023
|
2022
|
|
|
Fees Accrued
|
$567,730
|
$651,673
|
$805,281
|
|
Fees (Waived)
|
$(17,421)
|
$(89,143)
|
$(826)
|
|
Fees Recouped
|
$0
|
$0
|
$0
|
|
Net Advisory Fee Paid
|
$550,309
|
$562,530
|
$804,455
|
|
Aggressive ETF
|
|||
|
2024
|
2023
|
2022
|
|
|
Fees Accrued
|
$254,598
|
$253,148
|
$339,913
|
|
Fees (Waived)
|
$0
|
$(11,866)
|
$(45,293)
|
|
Fees Recouped
|
$0
|
$0
|
$0
|
|
Net Advisory Fee Paid
|
$254,598
|
$241,282
|
$294,620
|
Brokerage Policies. Like the prior agreement, the New Advisory Agreement authorizes the
Advisor to select the brokers or dealers that will execute the purchases and sales of securities of the Funds
and direct the Advisor to use its best efforts to obtain the most favorable price. The Advisor may cause a
Fund to pay a broker a commission in excess of that which another broker might have charged for
effecting the same transaction, if the Advisor determines in good faith that such amount of commission is
reasonable in relation to the value of brokerage and research services provided by the executing broker-
dealer viewed in terms of either that particular transaction or his overall responsibilities with respect to
the accounts as to which he exercises investment discretion.
Payment of Expenses. Like the prior agreement, the New Advisory Agreement provides that the
Advisor will pay all of the costs and expenses incurred by it in connection with its advisory services
provided for a Fund. The Advisor will not be required to pay the costs and expenses associated with
purchasing securities, commodities and other investments for a Fund (including brokerage commissions
and other transaction or custodial charges).
Other Provisions. Like the prior agreement, the New Advisory Agreement provides that in the
absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties
under the agreement on the part of the Advisor, the Advisor shall not be subject to liability to a Fund or to
any shareholder of a Fund for any act or omission in the course of, or connected with, rendering services
under the agreement, or for any losses that may be sustained in the purchase, holding or sale of any
5
security. Additionally, the prior agreement and New Advisory Agreement provide that the federal
securities laws impose liabilities under certain circumstances on persons who act in good faith, and
therefore nothing in the agreement should in any way constitute a waiver or limitation of any rights that a
Fund's shareholders may have under any federal securities laws.
Executive Officers and Directors of the Advisor. There is no change to the executive officers
and directors of the Advisor. Information regarding the current principal executive officers and directors
of the Advisor is set forth below (i.e. principal occupation). The address of the Advisor is 3075
Townsgate Road, Suite 350, West Lake Village, California 91361.
|
Name
|
Principal Occupation
|
|
Patrick Bowen
|
President
|
|
Steven Cowley
|
Chief Investment Officer/Chief Compliance Officer
|
|
Dan Stridsberg
|
Managing Director
|
|
Donald McDonald
|
Managing Director
|
The Advisor is controlled by Merchant Wealth Management Holdings 3, LLC. Merchant Wealth
Management Holdings is a Delaware limited liability company.
Considerations of the Board of Trustees. At a Special Board Meeting held on October 25,
2024, the Board considered and approved both the Interim Advisory Agreement as well as the New
Advisory Agreement, (together, the "Advisory Agreements". The Board noted that its earlier approval of
the Interim Advisory Agreement was necessary to maintain continuity of services to the Funds during the
proxy period. At its meeting, the Board received information about the purchase agreement, whereby
Merchant Wealth Management Holdings 3, LLC ("Merchant"), became the majority owner of OCM, (the
"Transaction")and its potential impact on the Funds, as well as the terms of the Advisory Agreements.
The Board received and reviewed extensive information and documentation from both the relating to the
Transaction and other relevant matters. Factors relating to continuity of investment personnel of the
Advisor, historical performance of the Advisor, and the resources of the Advisor, were considered. The
Board reviewed detailed information about the Transaction, the structure, operations, organization,
personnel, and financial capabilities of OCM and the financial terms of the Transaction. The Board
reviewed and discussed the structure of the Transaction with representatives of both the Advisor.
Additionally, information and analysis previously provided by the Advisor over the course of their
service to the Funds was considered in evaluating the Advisory Agreements. The Board considered such
information carefully in conjunction with the other detailed information it received in the process of
conducting its annual consideration and approval of the continuance of the prior advisory agreement. In
preparation for the Meeting, the Board was provided with, and the Board reviewed and considered,
extensive information regarding the Funds and the Advisor, detailing the services provided by the
Advisor to each of the Funds under the prior advisory agreement and the Advisory Agreements. The
Board in particular noted and considered that there are no material differences between the terms of the
Advisory Agreements and the terms of the prior advisory agreement, with the exception of certain terms
presented at the Meeting.
In its deliberations, the Board did not identify any single factor or piece of information as all
important, controlling, or determinative of its decision to approve the New Advisory Agreement, rather
the Board based its determination on the total mix of information available to it, and each Trustee may
have attributed different weights to the various factors and information.
6
•In considering the nature, extent, and quality of the services to be provided by the Advisor, the
Board considered information it believed necessary to assess the stability and viability of the
Advisor subsequent to the Transaction and to assess the ongoing nature and quality of services to
be provided to the Funds following the Transaction. The Board reviewed details of the anticipated
equity structure of the Advisor as a result of the Transaction generally and with respect to the
identity and business of the entities and individuals that were expected to become employees of
the Advisor as a result of the Transaction, including the financial resources of those entities and
their ability to assist in growing the Advisor's business and/or in servicing the Funds. In this
regard, the Board considered information about how the Advisor's management and operations
would be structured following the Transaction, including in particular how the Transaction might
affect the Advisor's performance or delivery of services under the New Advisory Agreement. The
Board considered information addressing the projected benefits to the Advisor expected to result
from the Transaction and information describing how the Transaction may be expected to affect
the Advisor's business, including key personnel.
In addition, the Board took note of its comprehensive review of the Advisor, both at earlier meetings
and this meeting, in connection with the annual approval of the prior advisory agreement. The Board
considered the Advisor's specific responsibilities in all aspects of the day-to-day management of the
Funds, as well as the qualifications, experience and responsibilities of the portfolio managers and other
key personnel involved in the day-to-day activities of the Funds. The Board reviewed the services that the
Advisor would provide to the Funds, noting to what degree those services would extend beyond portfolio
management. The Trustees also considered the structure of the compliance procedures of the Advisor,
including information regarding its compliance program, chief compliance officer, and compliance record
and its disaster recovery/business continuity plan. The Board concluded that the Advisor, and by
extension as a result of the Transaction, the Advisor, may be reasonably expected to have sufficient
quality and depth of personnel, resources, investment methods and compliance policies and procedures to
perform their duties under the New Advisory Agreement, and that, in the Board's view, the nature, overall
quality, and extent of the management services to be provided to the Funds may be expected to continue
to be satisfactory.
Based on its review, within the context of its full deliberations, the Board concluded that the Advisor
following the Transaction may be reasonably expected to continue to provide the same type and quality of
services to the Funds, in particular noting the following:
•In assessing the quality of the portfolio management and other services to be delivered by the
Advisor, the Board reviewed the performance of the Funds on both an absolute basis and in
comparison, to their peer groups and relevant benchmark indices. The Board considered that the
Funds had performed in-line relative to their peer groups medians/averages for the one-year and
three-year periods as of June 30, 2024.
•Noting that the fees under the New Advisory Agreement are the same as the fees under the prior
advisory agreement, the Board considered its comprehensive review of the cost of the Advisor's
services, and the structure and level of advisory fees payable by the Funds, including a
comparison of those fees to fees charged by a peer group of funds. The Board considered that
though the fees charged by each Fund were above their respective peer group medians/averages,
they were still reasonable. The Board also reviewed comprehensive comparative fee information
prepared by Broadridge. In reviewing the Broadridge information the Board observed that both
7
the FundX ETF and Fund X Conservative ETF expense ratio was in line with its respective peer
group median, the FundX Aggressive ETF expense ratio was higher than its peer group median,
and the FundX Flexible ETF expense ratio was below its peer group median.
•In considering economies of scale the Trustees considered the Advisor's assertion that, based on
the asset size of the Funds, economies of scale had not yet been achieved. The Trustees further
concluded that they would have the opportunity to periodically reexamine whether economies of
scale have been achieved.
•The Board took note of its comprehensive review of the profitability of the Advisor in its capacity
managing the Funds. The Board considered the assumptions and representations as to the
Advisor's financial condition, profitability and operations following the Transaction. In assessing
the Advisor's profitability, the Trustees reviewed the Advisor's financial information that was
provided and considered both the direct and indirect benefits that may be expected to accrue to
the Advisor from managing the Funds. The Trustees concluded that the Advisor's profits from
managing the Fund would not be excessive and after a review of the relevant financial
information provided, concluded that the Advisor appeared to have adequate capitalization and
may reasonably be expected to maintain adequate profit levels to support the Funds.
Other Legal Requirements under the 1940 Act. When a change in control of an investment
advisor occurs, Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for the investment
advisor or any of its affiliated persons to receive any amount or benefit in connection with the change in
control as long as two conditions are satisfied. The first condition specifies that, during the three-year
period immediately following consummation of the transaction, at least 75% of the Fund's Board must be
Independent Trustees. Currently, the Board meets this 75% requirement and intends to continue to do so
for the required three-year period.
The second condition specifies that no "unfair burden" may be imposed on the investment
company as a result of the transaction relating to the change of control, or any express or implied terms,
conditions or understandings. The term "unfair burden," as defined in the 1940 Act, includes any
arrangement during the two-year period after the change in control whereby the investment advisor (or
predecessor or successor advisor), or any interested person of any such advisor, receives or is entitled to
receive any compensation, directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from any person in connection
with the purchase or sale of securities or other property to, from, or on behalf of the investment company
(other than fees for bona fide principal underwriting services). The Advisor has agreed to use its best
efforts to ensure that the transaction will not cause the imposition of an unfair burden, as that term is
defined in Section 15(f) of the 1940 Act, on the Funds.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE PROPOSED NEW ADVISORY AGREEMENTS AS PROVIDED UNDER PROPOSAL 1.
SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED.
8
PROPOSAL 2. APPROVAL OF A "MANAGER OF MANAGERS" ARRANGEMENT
Shareholders, of each Fund separately, are being asked to approve a "manager of managers"
arrangement that would permit the Funds and the Advisor to enter into, and materially amend, sub-
advisory agreements with any sub-advisers retained by the Advisor to manage all or a portion of a Fund's
assets without obtaining shareholder approval, if the Board concludes that such an arrangement would be
in the best interests of the Fund's shareholders. The Board, including the Independent Trustees, has
approved the use of a "manager of managers" arrangement by the Advisor with respect to each of the
Funds, and any such arrangement utilized by the Funds would be subject to Board oversight and
conditions imposed by the Securities and Exchange Commission (the "SEC"), in either a rule or an
exemptive order, including the requirement that any sub-advisory agreement or material change to such
agreement be approved by the Board (including a majority of the Independent Trustees). The Board
believes that it is in the best interest of each Fund to afford the Advisor the flexibility to provide
investment advisory services to each Fund through one or more sub-advisers. The Board also considered
that Fund expenses will remain unaffected, and that any increases in the total fees paid by the Funds to the
Advisor would still require shareholder approval.
If shareholders of a Fund approve the proposal, that Fund may be able to implement a "manager
of managers" arrangement. Prior to utilizing a "manager of managers arrangement the Trust would
request exemptive relief from the SEC. There is no assurance or guarantee that the SEC will grant the
Trust and Advisor the requested exemptive relief. Under a "manager of managers" arrangement, the
Advisor and the Board of Trustees would be authorized to (1) engage new or additional affiliated or
unaffiliated sub-advisers for the relevant Fund; (2) enter into and modify existing sub-advisory
agreements for the relevant Fund with affiliated or unaffiliated sub-advisers; and (3) terminate and replace
sub-advisers for a Fund with affiliated or unaffiliated sub-advisors without obtaining further approval of
the Fund's shareholders, provided the Board, including a majority of the Independent Trustees, has
approved the new or amended agreement. The Board has determined to approve the proposed "manager
of managers" arrangement for each Fund as this approach is expected to save a Fund the considerable cost
and delay of seeking shareholder approval for any amendment or change to a Fund's sub-advisory
relationship. Each Fund would be authorized to disclose fees paid to sub-advisers on an aggregated basis
rather than separately. Under the terms and conditions of the requested relief, the Funds would be subject
to several conditions imposed by the SEC. For example, within 90 days of the hiring of a new sub-
adviser, a Fund would be required to provide shareholders with (or electronic access to) an information
statement containing information about the sub-adviser and the sub-advisory agreement, similar to that
which would have been provided in a proxy statement seeking shareholder approval of such an agreement
or change thereto.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF A
MANAGER OF MANAGERS ARRANGEMENT AS PROVIDED UNDER PROPOSAL 2.
SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED.
9
PROPOSAL 3. APPROVAL OF A PROPOSAL TO CHANGE THE FUNDAMENTAL
INVESTMENT RESTRICTIONS REGARDING LENDING
Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The
current fundamental investment restriction that applies to each Fund is more restrictive than mandated by
the 1940 Act. As an example, it is common for an advisor to utilize securities lending as a means to
generate additional income for a portfolio. The proposed restriction is consistent with the 1940 Act
requirements and industry standards. The Board has evaluated this proposal and believes the modification
will clarify the Advisor's ability to execute the investment strategies of the Funds.
|
Current Fundamental Restriction
|
Proposed Fundamental Restrictions
|
|
The Funds may not make loans to others,
except to the extent a repurchase agreement
is deemed to be a loan.
|
The Funds may make loans to the extent permitted by the
Investment Company Act of 1940, or the rules or
regulations thereunder, as such statute, rules or regulations
may be amended from time to time, or by. regulatory
guidance or interpretations of, or any exemptive order or
other relief issued by the SEC or any successor organization
or their staff under, such Act, rules or regulations.
|
At a meeting held on October 25, 2024, the Board, including the Independent Trustees, reviewed
the proposed fundamental investment restriction change and determined that the proposal would benefit
the Fund and its shareholders. The Board determined that this change would provide the Advisor
flexibility to manage the investment portfolios of each Fund consistent with industry standards.
In addition, the proposed change would not affect any of the Fund's investment objectives and
investment strategies, and should shareholders approve the proposed change, no Fund intends to change
its investment objectives or investment strategies. Furthermore, the Board noted that this change generally
should not result in a substantial change in the manner in which the Fund is currently being managed. The
Board also considered that this change would not impact shareholder expenses. Accordingly, the Board,
including the Independent Trustees, concluded that it would be in the best interests of the Fund and its
shareholders to approve the Proposal.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE PROPOSED CHANGE TO THE FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING LENDING POLICIES AS PROVIDED UNDER PROPOSAL 3.
SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED.
10
GENERAL INFORMATION
Required Vote. Approval of each of the Proposals requires the affirmative vote of a "majority of
the outstanding voting securities" of each Fund. Under the 1940 Act, a "majority of the outstanding
voting securities" means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund
present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares
are present at the Meeting or represented by proxy, or (b) more than 50% of the outstanding shares.
Record Date/Shareholders Entitled to Vote. Each Fund is a series, or portfolio, of the Trust, a
Delaware statutory trust and registered investment company under the 1940 Act. The record holders of
outstanding shares of each Fund are entitled to vote one vote per share (and a fractional vote per fractional
share) on all matters presented at the Meeting with respect to a Fund to which they own shares as of the
Record Date. Shareholders of a Fund at the close of business on November 21, 2024 will be entitled to be
present and vote at the Meeting. As of the Record Date, each Fund had the following shares outstanding
and entitled to vote, along with the following net assets:
|
Outstanding Shares
|
Net Assets
|
|
|
FundX ETF
|
2,452,140
|
$173,801,425.33
|
|
FundX Flexible ETF
|
2,564,059
|
$64,346,487.31
|
|
FundX Conservative ETF
|
1,300,823
|
$57,475,748.80
|
|
FundX Aggressive ETF
|
418,977
|
$30,217,460.71
|
Voting Proxies. You should read the entire proxy statement before voting. If you have any
questions regarding the proxy statement or special meeting, please call 1-866-416-0565. If you sign and
return the accompanying proxy card, you may revoke it by giving written notice of such revocation to the
Secretary of the Trust prior to the Meeting or by delivering a subsequently dated proxy card or by
attending and voting at the Meeting in person. Proxies voted by telephone or internet may be revoked at
any time before they are voted by proxy voting again through the website or toll-free number listed in the
enclosed proxy card. All properly executed proxy cards received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon. Proxy cards that are properly executed and
received prior to the Meeting on which no vote is indicated will be voted "for" each proposal. Proxies
may vote at their discretion with respect to other matters not now known to the Board that may be
presented to the Meeting. Shareholders who execute proxy cards may revoke them at any time before they
are voted, either by writing to the Secretary of the Trust at the Fund's address noted above, delivering a
duly executed proxy card bearing a later date or in person at the time of the Meeting. If not so revoked,
the shares represented by the proxy card will be voted at the Meeting, and any adjournments thereof, as
instructed. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.
If sufficient votes are not received by the date of the Meeting, a person named as proxy may
propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons
named as proxies will vote all proxies in favor of adjournment that voted in favor of each proposal (or
abstained) and vote against adjournment all proxies that voted against each proposal.
Quorum Required. Each Fund must have a quorum of shares represented at the Meeting, in
person or by proxy, in order to take action on any matter relating to that Fund. Under the Trust's Bylaws,
a quorum is constituted by the presence in person or by proxy of 33 percent of the outstanding shares of a
Fund entitled to vote at the Meeting.
11
Abstentions will be treated as present for determining whether a quorum is present with respect to
a particular matter.
If a quorum is not present at the Meeting, or a quorum is present at the Meeting but sufficient
votes to approve a proposal for a Fund are not received, the Secretary of the Meeting or the holders of a
majority of the shares of a Fund present at the Meeting in person or by proxy may adjourn the Meeting to
permit further solicitation of proxies.
Method and Cost of Proxy Solicitation. Proxies will be solicited by the Trust primarily by mail.
The solicitation may also include telephone, facsimile, electronic or oral communications by certain
officers or employees of the Funds or the Advisor who will not be paid for these services. The Advisor
will pay the costs of the Meeting and the expenses incurred in connection with the solicitation of proxies,
including those expenses incurred by the Advisor. The Trust may also request broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of
the Funds held of record by such persons. The Advisor may reimburse such broker-dealer firms,
custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy
solicitation, including reasonable expenses in communicating with persons for whom they hold shares of
the Funds. Fees associated with the proxy solicitation, including solicitation, administrative, and legal
fees are estimated to be approximately $35,000 and will be paid by the Advisor.
Other Service Providers. The Fund's distributor and principal underwriter is Quasar Distributors,
LLC, Three Canal Plaza, Suite 100, Portland, Maine, 04101. The Fund's administrator, transfer agent and
dividend disbursing agent is U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI
53202.
Share Ownership. To the knowledge of the Trust's management, as of November 21, 2024, the
following shareholders were considered to be either a control person or principal shareholder of the Fund:
12
FundX ETF
|
Name and Address
|
% Ownership
|
Type of Ownership
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN ST
SAN FRANCISCO CA 94105
|
60.64%
|
Record
|
|
NATIONAL FINANCIAL SERVICES LLC
200 SEAPORT BOULEVARD
BOSTON, MA 02210
|
27.13%
|
Record
|
Flexible ETF
|
Name and Address
|
% Ownership
|
Type of Ownership
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN ST
SAN FRANCISCO CA 94105
|
86.91%
|
Record
|
|
NATIONAL FINANCIAL SERVICES LLC
200 SEAPORT BOULEVARD
BOSTON, MA 02210
|
6.82%
|
Record
|
Conservative ETF
|
Name and Address
|
% Ownership
|
Type of Ownership
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN ST
SAN FRANCISCO CA 94105
|
75.42%
|
Record
|
|
NATIONAL FINANCIAL SERVICES LLC
200 SEAPORT BOULEVARD
BOSTON, MA 02210
|
16.47%
|
Record
|
Aggressive ETF
|
Name and Address
|
% Ownership
|
Type of Ownership
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN ST
SAN FRANCISCO CA 94105
|
54.52%
|
Record
|
|
NATIONAL FINANCIAL SERVICES LLC
200 SEAPORT BOULEVARD
BOSTON, MA 02210
|
30.38%
|
Record
|
13
As of November 21, 2024, Janet Brown beneficially owns 3% of the FundX Aggressive ETF.
Neither Jeffrey Smith nor Sean McKeon beneficially own less than 1% of the outstanding shares of any
class of the Funds.
Reports to Shareholders. Copies of the Fund's most recent annual and semi-annual reports may
be requested without charge by writing to the [Name of Fund] , c/o U.S. Bank Global Fund Services, P.O.
Box 701, Milwaukee, WI, 53201-0701 or by calling, toll-free, 1-866-455-FUND [3863].
Other Matters to Come Before the Meeting. The Trust's management does not know of any
matters to be presented at the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote thereon in accordance with
their best judgment.
Shareholder Proposals. The Trust and the Funds are generally not required to hold annual
meetings of shareholders and the Trust generally does not hold a meeting of shareholders in any year
unless certain specified shareholder actions such as election of trustees or approval of a new advisory
agreement are required to be taken under the 1940 Act. By observing this policy, the Trust seeks to avoid
the expenses customarily incurred in the preparation of proxy material and the holding of shareholder
meetings.
A shareholder desiring to submit a proposal intended to be presented at any meeting of
shareholders of the Trust hereafter called, whether pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934 or otherwise, should send the proposal to the Secretary of the Trust, c/o FundX
Investment Trust, P.O. Box 701, Milwaukee, WI 53201-0701 within a reasonable time before the
solicitation of the proxies for such meeting. Shareholders who wish to recommend a nominee for election
to the Board may do so by submitting the appropriate information about the candidate to the Trust's
Secretary. The mere submission of a proposal by a shareholder does not guarantee that such proposal will
be included in the Proxy Statement because certain rules under the federal securities laws must be
complied with before inclusion of the proposal is required. Also, the submission does not mean that the
proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholder
meeting, it must be a proper matter for consideration at the Meeting.
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 1-866-416-0565. 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 1-866-455-FUND [3863] or write to [Name of Fund], PO
Box 701, Milwaukee, WI 53201-0701.
A-1
FUNDX INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the day of
October ___, 2024, by and between FundX Investment Trust, a Delaware statutory trust (the "Trust"), on
behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the
"Funds"), and One Capital Management 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; and
WHEREAS, the Advisor may delegate any or all of its portfolio management responsibilities under the
Advisory Agreement to one or more sub-advisers;
WHEREAS, shareholders of the Funds have approved this Agreement pursuant to the requirements
of the Investment Company Act;
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.
A-2
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 the Funds' 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
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.
A-3
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. CHARGES AND EXPENSES.
(i)The Advisor agrees to pay all expenses of each Fund, except for: (i) brokerage expenses and
other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in connection
with the execution of portfolio transactions or in connection with creation and redemption
transactions (including without limitation any fees, charges, taxes, levies or expenses related
to the purchase or sale of an amount of any currency, or the patriation or repatriation of any
security or other asset, related to the execution of portfolio transactions or any creation or
redemption transactions); (ii) legal fees or expenses in connection with any arbitration,
litigation or pending or threatened arbitration or litigation, including any settlements in
connection therewith; (iii) extraordinary expenses (in each case as determined by a majority
of the Trust's independent trustees); (iv) interest and taxes of any kind or nature (including,
but not limited to, income, excise, transfer and withholding taxes); (v) any fees and expense
related to the provision of securities lending services; and (vi) the advisory fee payable to the
Advisor hereunder. The internal expenses of pooled investment vehicles in which a Fund
may invest (acquired fund fees and expenses) are not expenses of a Fund and are not paid by
the Advisor. The payment or assumption by the Advisor of any expense of a Fund that the
Advisor is not required by this Agreement to pay or assume shall not obligate the Advisor to
pay or assume the same or any similar expense of the Fund on any subsequent occasion.
A-4
(i)To the extent that the Advisor pays 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, the Advisor shall report such payments 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 Funds 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 the Funds 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.
(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 the
Funds.
(e) The Advisor voluntarily may reduce any portion of the compensation due to it pursuant to this
Agreement Any such reduction shall be applicable only to such specific reduction and shall not constitute an
agreement to reduce any future compensation due to the Advisor hereunder Any such reduction will be
agreed to prior to accrual of the fee and will be estimated daily and reconciled and paid on a monthly basis.
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 the
Funds or pledge or use the Funds' assets in connection with any borrowing not directly for the Funds'
benefit. For this purpose, failure to pay any amount due and payable to the Funds 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.
A-5
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 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. TERM.
A-6
With respect to a Fund, this Agreement shall become effective on the date of execution of this
Agreement or, if later, at the time the Fund commences operations pursuant to an effective amendment to
the Trust's Registration Statement under the Securities Act of 1933, as amended, 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, with respect to a Fund, for additional periods not exceeding one year so long as such
continuation is specifically 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; provided, however, that if the shareholders of a Fund fail to approve
the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act and rules and regulations thereunder. The terms "majority
of the outstanding voting securities" and "interested persons" shall have the meanings set forth in the
Investment Company Act, and the foregoing requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the Investment Company Act and
the rules and regulations thereunder.
14. RIGHT TO USE NAME.
The Funds may use the name "FundX Funds" 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 the Funds, 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 the Funds' affairs and, at the request of the Board
of Trustees, transfer any and all books and records of the Funds maintained by the Advisor on
behalf of the Funds.
(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 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
A-7
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 Fund 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.
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.
|
FUNDX INVESTMENT TRUST
on behalf of the series listed on Schedule A
|
ONE CAPITAL MANAGEMENT LLC
|
|
By: _____________________
|
By: _____________________
|
|
Name: Jeff Smith
|
Name:
|
|
Title: President
|
Title:
|
A-8
SCHEDULE A
|
Series of FundX Investment Trust
|
Annual Fee Rate
|
|
FundX ETF
|
1.00% on assets up to $500 million, 0.90% on assets
between $500 million and $750 million, 0.80% on assets
between $750 million and $1 billion, and 0.70% on assets
over $1 billion.
|
|
FundX Aggressive ETF
|
1.00% on assets up to $500 million, 0.90% on assets
between $500 million and $750 million, 0.80% on assets
between $750 million and $1 billion, and 0.70% on assets
over $1 billion.
|
|
FundX Conservative ETF
|
1.00% on assets up to $500 million, 0.90% on assets
between $500 million and $750 million, 0.80% on assets
between $750 million and $1 billion, and 0.70% on assets
over $1 billion.
|
|
FundX Flexible ETF
|
0.70% of average daily net assets
|
A-9
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR
PROXY VOTE TODAY!
|
1. MAIL your signed and voted proxy back in
the postage paid envelope provided
|
|
2. ONLINE at vote.proxyonline.com using
your proxy control number found below
|
|
3. By PHONE when you dial toll-free
1-888-227-9349 to reach an automated
touchtone voting line
|
|
4. By PHONE with a live operator when you
call toll-free (800) 714-3311 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
|
SHAREHOLDER'S REGISTRATION PRINTED HERE
1234567891012
CONTROL NUMBER
FundX ETF
A SERIES OF THE FUNDX INVESTMENT TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 2024
The undersigned, revoking prior proxies, hereby appoints Sean McKeon and Jeffrey Smith, and each of them, as attorneys-in-fact and proxies
of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in
the name of the undersigned on the record date at the Special Meeting of Shareholders of FundX ETF (the "Fund") to be held at the offices of
FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California 94104, on December 23, 2024, at 11:00 a.m. Pacific
time, or at any adjournment thereof, upon the proposals described in the Notice of Meeting and accompanying Proxy Statement, which have
been received by the undersigned.
|
Do you have questions? If you have any questions about how to vote your proxy or about the
meeting in general, please call toll-free (800) 714-3311. Representatives are available to assist you Monday
through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held
on December 23, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/fundx/docs/2024.pdf
|
A-10
PROXY CARD
FundX ETF
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. The signer(s) acknowledges receipt with this Proxy
Statement of the Board of Trustees. Your signature(s) on this should be
exactly as your name(s) appear on this Proxy (reverse side). If the shares
are held jointly, each holder should sign this Proxy. Attorneys-in-fact,
executors, administrators, trustees or guardians should indicate the full
title and capacity in which they are signing.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
This proxy is solicited on behalf of the Fund's Board of Trustees, and the proposals have been unanimously approved
by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will
be voted as indicated or "FOR" the proposals if no choice is indicated. The proxy will be voted in accordance with
the proxy holders' best judgment as to any other matters that may arise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
|
FOR
|
AGAINST
|
ABSTAIN
|
|||
|
1.
|
To approve an investment advisory agreement (the "New Advisory
Agreement") between the Trust, on behalf of the Funds, and One
Capital Management, LLC (the "Advisor").
|
○
|
○
|
○
|
|
|
2.
|
To approve a "manager of managers" arrangement that would grant
the Trust and the Advisor greater flexibility to change sub-advisory
arrangements without shareholder approval, subject to prior approval
by the Trust's Board of Trustees.
|
○
|
○
|
○
|
|
|
3.
|
To approve a change in the fundamental investment restriction
regarding lending.
|
○
|
○
|
○
|
|
THANK YOU FOR VOTING
A-11
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR
PROXY VOTE TODAY!
|
1. MAIL your signed and voted proxy back in
the postage paid envelope provided
|
|
2. ONLINE at vote.proxyonline.com using
your proxy control number found below
|
|
3. By PHONE when you dial toll-free
1-888-227-9349 to reach an automated
touchtone voting line
|
|
4. By PHONE with a live operator when you
call toll-free (800) 714-3311 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
|
SHAREHOLDER'S REGISTRATION PRINTED HERE
1234567891012
CONTROL NUMBER
FundX Flexible ETF
A SERIES OF THE FUNDX INVESTMENT TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 2024
The undersigned, revoking prior proxies, hereby appoints Sean McKeon and Jeffrey Smith, and each of them, as attorneys-in-fact and proxies
of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in
the name of the undersigned on the record date at the Special Meeting of Shareholders of FundX Flexible ETF (the "Fund") to be held at the
offices of FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California 94104, on December 23, 2024, at 11:00 a.m.
Pacific time, or at any adjournment thereof, upon the proposals described in the Notice of Meeting and accompanying Proxy Statement,
which have been received by the undersigned.
|
Do you have questions? If you have any questions about how to vote your proxy or about the
meeting in general, please call toll-free (800) 714-3311. Representatives are available to assist you Monday
through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held
on December 23, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/fundx/docs/2024.pdf
|
A-12
PROXY CARD
FundX Flexible ETF
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. The signer(s) acknowledges receipt with this Proxy
Statement of the Board of Trustees. Your signature(s) on this should be
exactly as your name(s) appear on this Proxy (reverse side). If the shares
are held jointly, each holder should sign this Proxy. Attorneys-in-fact,
executors, administrators, trustees or guardians should indicate the full
title and capacity in which they are signing.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
This proxy is solicited on behalf of the Fund's Board of Trustees, and the proposals have been unanimously approved
by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will
be voted as indicated or "FOR" the proposals if no choice is indicated. The proxy will be voted in accordance with
the proxy holders' best judgment as to any other matters that may arise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
|
FOR
|
AGAINST
|
ABSTAIN
|
|||
|
1.
|
To approve an investment advisory agreement (the "New Advisory
Agreement") between the Trust, on behalf of the Funds, and One
Capital Management, LLC (the "Advisor").
|
○
|
○
|
○
|
|
|
2.
|
To approve a "manager of managers" arrangement that would grant
the Trust and the Advisor greater flexibility to change sub-advisory
arrangements without shareholder approval, subject to prior approval
by the Trust's Board of Trustees.
|
○
|
○
|
○
|
|
|
3.
|
To approve a change in the fundamental investment restriction
regarding lending.
|
○
|
○
|
○
|
|
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR
PROXY VOTE TODAY!
|
1. MAIL your signed and voted proxy back in
the postage paid envelope provided
|
|
2. ONLINE at vote.proxyonline.com using
your proxy control number found below
|
|
3. By PHONE when you dial toll-free
1-888-227-9349 to reach an automated
touchtone voting line
|
|
4. By PHONE with a live operator when you
call toll-free (800) 714-3311 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
|
SHAREHOLDER'S REGISTRATION PRINTED HERE
1234567891012
CONTROL NUMBER
FundX Conservative ETF
A SERIES OF THE FUNDX INVESTMENT TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 2024
The undersigned, revoking prior proxies, hereby appoints Sean McKeon and Jeffrey Smith, and each of them, as attorneys-in-fact and proxies
of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in
the name of the undersigned on the record date at the Special Meeting of Shareholders of FundX Conservative ETF (the "Fund") to be held at
the offices of FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California 94104, on December 23, 2024, at 11:00
a.m. Pacific time, or at any adjournment thereof, upon the proposals described in the Notice of Meeting and accompanying Proxy Statement,
which have been received by the undersigned.
|
Do you have questions? If you have any questions about how to vote your proxy or about the
meeting in general, please call toll-free (800) 714-3311. Representatives are available to assist you Monday
through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held
on December 23, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/fundx/docs/2024.pdf
|
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PROXY CARD
FundX Conservative ETF
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. The signer(s) acknowledges receipt with this Proxy
Statement of the Board of Trustees. Your signature(s) on this should be
exactly as your name(s) appear on this Proxy (reverse side). If the shares
are held jointly, each holder should sign this Proxy. Attorneys-in-fact,
executors, administrators, trustees or guardians should indicate the full
title and capacity in which they are signing.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
This proxy is solicited on behalf of the Fund's Board of Trustees, and the proposals have been unanimously approved
by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will
be voted as indicated or "FOR" the proposals if no choice is indicated. The proxy will be voted in accordance with
the proxy holders' best judgment as to any other matters that may arise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
|
FOR
|
AGAINST
|
ABSTAIN
|
|||
|
1.
|
To approve an investment advisory agreement (the "New Advisory
Agreement") between the Trust, on behalf of the Funds, and One
Capital Management, LLC (the "Advisor").
|
○
|
○
|
○
|
|
|
2.
|
To approve a "manager of managers" arrangement that would grant
the Trust and the Advisor greater flexibility to change sub-advisory
arrangements without shareholder approval, subject to prior approval
by the Trust's Board of Trustees.
|
○
|
○
|
○
|
|
|
3.
|
To approve a change in the fundamental investment restriction
regarding lending.
|
○
|
○
|
○
|
|
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR
PROXY VOTE TODAY!
|
1. MAIL your signed and voted proxy back in
the postage paid envelope provided
|
|
2. ONLINE at vote.proxyonline.com using
your proxy control number found below
|
|
3. By PHONE when you dial toll-free
1-888-227-9349 to reach an automated
touchtone voting line
|
|
4. By PHONE with a live operator when you
call toll-free (800) 714-3311 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
|
SHAREHOLDER'S REGISTRATION PRINTED HERE
1234567891012
CONTROL NUMBER
FundX Aggressive ETF
A SERIES OF THE FUNDX INVESTMENT TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 2024
The undersigned, revoking prior proxies, hereby appoints Sean McKeon and Jeffrey Smith, and each of them, as attorneys-in-fact and proxies
of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in
the name of the undersigned on the record date at the Special Meeting of Shareholders of FundX Aggressive ETF (the "Fund") to be held at
the offices of FundX Investment Trust, 101 Montgomery Street, Suite 2400, San Francisco, California 94104, on December 23, 2024, at 11:00
a.m. Pacific time, or at any adjournment thereof, upon the proposals described in the Notice of Meeting and accompanying Proxy Statement,
which have been received by the undersigned.
|
Do you have questions? If you have any questions about how to vote your proxy or about the
meeting in general, please call toll-free (800) 714-3311. Representatives are available to assist you Monday
through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held
on December 23, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/fundx/docs/2024.pdf
|
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PROXY CARD
FundX Aggressive ETF
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. The signer(s) acknowledges receipt with this Proxy
Statement of the Board of Trustees. Your signature(s) on this should be
exactly as your name(s) appear on this Proxy (reverse side). If the shares
are held jointly, each holder should sign this Proxy. Attorneys-in-fact,
executors, administrators, trustees or guardians should indicate the full
title and capacity in which they are signing.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
This proxy is solicited on behalf of the Fund's Board of Trustees, and the proposals have been unanimously approved
by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will
be voted as indicated or "FOR" the proposals if no choice is indicated. The proxy will be voted in accordance with
the proxy holders' best judgment as to any other matters that may arise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
|
FOR
|
AGAINST
|
ABSTAIN
|
|||
|
1.
|
To approve an investment advisory agreement (the "New Advisory
Agreement") between the Trust, on behalf of the Funds, and One
Capital Management, LLC (the "Advisor").
|
○
|
○
|
○
|
|
|
2.
|
To approve a "manager of managers" arrangement that would grant
the Trust and the Advisor greater flexibility to change sub-advisory
arrangements without shareholder approval, subject to prior approval
by the Trust's Board of Trustees.
|
○
|
○
|
○
|
|
|
3.
|
To approve a change in the fundamental investment restriction
regarding lending.
|
○
|
○
|
○
|
|
THANK YOU FOR VOTING