PROFESSIONALLY MANAGED PORTFOLIOS

                     OPERATING EXPENSES LIMITATION AGREEMENT

     THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of  the  1st  day  of  July,  2002,  by and  between  Professionally  Managed
Portfolios, a Massachusetts business trust (the "Trust"), on behalf of the FundX
Aggressive  Upgrader Fund, the FundX  Conservative  Upgrader Fund, and the FundX
Flexible Income Fund (the "Funds"),  each a series of the Trust, and the Advisor
of the Funds, DAL Investment Company, LLC (the "Advisor").

                                   WITNESSETH:

     WHEREAS,  the Advisor  renders advice and services to the Funds pursuant to
the terms and provisions of an Investment  Advisory  Agreement between the Trust
and the Advisor dated as of the 1st day of July, 2002, (the "Investment Advisory
Agreement"); and

     WHEREAS, the Funds are 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 each 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 each
Fund's current Operating  Expenses to an annual rate,  expressed as a percentage
of each Fund's  respective  average  annual net assets to the amounts  listed in
Appendix  A (the  "Annual  Limits").  In the event  that the  current  Operating
Expenses of each Fund,  as accrued  each  month,  exceed its Annual  Limit,  the
Advisor will pay to that 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  Fund,  is  defined  to  include  all  expenses
necessary or appropriate for the operation of the Fund,  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,  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  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 the Board of Trustees of the Trust,  on behalf of a
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 upon 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 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, 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            DAL INVESTMENT COMPANY, LLC
on behalf of FundX Aggressive Upgrader Fund
FundX Conservative Upgrader Fund
FundX Flexible Income Fund

By:    /s/Robert Slotky                      By:   /s/Jason Browne
      ---------------------------                  --------------------------
Name:     Robert Slotky                      Name:    Jason Browne
      ---------------------------                  --------------------------
Title:    President                          Title:   Portfolio Manager
      ---------------------------                  --------------------------

                                   Appendix A

Fund                                         Operating Expense Limit
------                                    ------------------------------

FundX Aggressive Upgrader Fund                       1.50%
FundX Conservative Upgrader Fund                     1.50%
FundX Flexible Income Fund                           0.99%