PROFESSIONALLY MANAGED PORTFOLIOS

                          OPERATING EXPENSES AGREEMENT

     THIS  OPERATING  EXPENSES  LIMITATATION   AGREEMENT  (the  "Agreement")  is
effective  as of the 29th  day of  June,  1999,  by and  between  PROFESSIONALLY
MANAGED PORTFOLIOS,  a Massachusetts  business trust (the "Trust"), on behalf of
each  series of the Trust  listed in  Appendix A as maybe  amended  from time to
time,  (each a "Fund" and  collectively  the "Funds") and  Duncan-Hurst  Capital
Management,  Inc., a California corporation,  the investment advisor of the Fund
(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 June 29, 1999 (the "Investment Advisory Agreement"); and

     WHEREAS,  the Fund 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 Funds) 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 the
Fund's current Operating  Expenses to an annual rate,  expressed as a percentage
of the Fund's average annual net assets, to the amount listed in Appendix A (the
"Annual Limit").  In the event that the current Operating Expenses of the Funds,
as accrued  each month,  exceed its Annual  Limit,  the Advisor  will pay to 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 the Funds, and its respective  classes,  is defined to
include all expenses necessary or appropriate for the operation of the Fund, and
its  respective  classes,   including  the  Advisor's   investment  advisory  or
management fee detailed in the  Investment  Advisory  Agreement,  any Rule 12b-1
fees and other expenses described in the Investment Advisory Agreement, but does
not  include  any  front-end  or  contingent  deferred  loads,  taxes,  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  under the same terms and  conditions  as it is  permitted  to receive
reimbursement  of  reductions  of  its  investment   management  fee  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 be terminated at any time, and without
payment of any  penalty,  by either the Trust or by the Board of Trustees of the
Trust, on behalf of any one or more of the Funds,  upon sixty (60) days' written
notice to the Advisor.  This  Agreement  may also be  terminated at any time and
without payment of any penalty, by the Advisor,  with respect to any one or more
of the Funds,  upon sixty (60) days' written notice to the Trust. This Agreement
will automatically terminate, with respect to the Funds listed in Appendix A, if
the  Investment  Advisory  Agreement  for the  Fund  is  terminated,  with  such
termination  effective  upon  the  effective  date  of the  Investment  Advisory
Agreement's termination for the Fund.

     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 be governed by, and construed in
accordance  with,  the laws of the State of California  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,  as  amended  and  the
Investment  Advisers  Act of 1940,  as  amended  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
on behalf of each of the Funds listed on Appendix A

By:      /s/ Robert M. Slotky
Title:   President


DUNCAN-HURST CAPITAL
MANAGEMENT, INC.

By:      /s/ Michael DeMayo
Title:   Vice President Finance & Legal



                                   Appendix A

Fund                                                     Operating Expense Limit
----                                                     -----------------------
Duncan-Hurst International Growth Fund, Class I                 1.48%
Duncan-Hurst Aggressive Growth Fund, Class I                    1.23%

as amended, September 27, 1999

as further amended September 4, 2002