PROFESSIONALLY MANAGED PORTFOLOS

                     OPERATING EXPENSES LIMITATION AGREEMENT

     THIS OPERATING EXPENSES LIMITATION  AGREEMENT (the Agreement') is effective
as of the  7th  day  of  April,  1998,  by and  between  Professionally  Managed
Portfolios,  a  Massachusetts  business  trust (the  "Trust"),  on behalf of The
Perkins Discovery Iliad (the "Fund"),  a series of the Trust, and the Advisor of
the Fund, Perkins Capita! Management, Inc. (the "Advisor").

                                   WITNESSETH:

     WHEREAS,  the Advisor  renders  advice and services to the Fund pursuant to
the terms and provisions of an Investment  Advisory  Agreement between the Trust
and the Advisor dated as of the 7th day of April 1998, (the "Investment Advisory
Agreement"); and

     WHEREAS,  the Fund, and each of its respective classes, is responsible for,
and has assumed the obligation for, payment of certain expenses  pursuant to the
Investment Advisory Agreement that have not been assumed by the Advisor; and

     WHEREAS,  the Advisor  desires to limit the Fund's  Operating  Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this  Agreement,  and the Trust (on behalf of the Fund) desires to
allow the Advisor to implement those limits;

     NOW THEREFORE,  in  consideration  of the covenants and the mutual promises
hereinafter  set forth,  the  parties,  intending  to be legally  bound  hereby,
mutually agree as follows:

     1. LIMIT ON OPERATING  EXPENSES.  The Advisor  hereby  agrees to limit each
class of the Fund's current Operating Expenses to an annual rate, expressed as a
percentage of each class'  respective  average  annual net assets to the amounts
listed in  Appendix  A (the  "Annual  Limits").  In the event  that the  current
Operating  Expenses of a class of the Fund,  as accrued  each month,  exceed its
Annual  Limit,  the  Advisor  will pay to that  class of the Fund,  on a monthly
basis,  the  excess  expense  within  30 days of being  notified  that an excess
expense payment is due.

     2.  DEFINITION.  For  purposes  of  this  Agreement,  the  term  "Operating
Expenses"  with  respect  to each class of the Fund,  is defined to include  all
expenses necessary or appropriate fin- the operation of the Fund and each of its
classes,  including the Advisor's investment advisory or management fee detailed
in the  Investment  Advisory  Agreement,  any Rule 12b-l fees and other expenses
described  in the  Investment  Advisory  Agreement,  but  does not  include  any
front-end or contingent  deferred loads,  taxes,  leverage  interest,  brokerage
commissions,  expenses incurred in connection with any merger or reorganization,
or extraordinary expenses such as litigation.

     3.  REIMBURSEMENT  OF FEES AND EXPENSES.  The Advisor  retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement  tinder the same terms and  conditions  as it is  permitted to receive
reimbursement  of  reductions  of  its  investment   management  lee  under  the
Investment Advisory Agreement.

     4. TERM. This Agreement shall become effective on the date specified herein
and shall  remain in effect  indefinitely  and for a period of not less than one
year, unless sooner terminated as provided in Paragraph 5 of this Agreement.


     5.  TERMINATION.  This Agreement may he terminated at any time, and without
payment of any penalty,  by the Board of Trustees of the Trust, on behalf of the
Fund,  upon sixty (60) days' written  notice to the Advisor.  This Agreement may
not be terminated by the Advisor without the consent of the Board of Trustees of
the Trust, which consent will not be unreasonably withheld.  This Agreement will
automatically terminate if the Investment Advisory Agreement is terminated, with
such  termination  effective on the effective  date of the  Investment  Advisory
Agreement's termination.

     6. ASSIGNMENT.  This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.

     7.  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.

     8.  GOVERNING  LAW. This  Agreement  shall he governed by, and construed in
accordance  with, the laws of the State of New York without giving effect to the
conflict of laws  principles  thereof;  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 of 1940, and the Investment Advisers
Act of 1940, and any rules and regulations promulgated thereunder.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.


PROFESSIONALLY MANAGED PORTFOLIOS              PERKINS CAPITAL MANAGEMENT, INC.
On behalf of
The Perkins Discovery Fund

By: /s/ Eric W. Falkeis                        By: /s/ Daniel S. Perkins
    ------------------------------------           ---------------------
Name:  Eric W. Falkeis                         Name: Daniel S. Perkins
Title:  Treasurer                              Title:  Vice President




                                   Appendix A

Fund                                                     Operating Expense Limit
----                                                     -----------------------
The Perkins Discovery Fund                                2.50%