0000894189-07-000331 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT FundX ETF Upgrader Fund FundX ETF Aggressive Upgrader Fund
Investment Advisory Agreement • January 31st, 2007 • Professionally Managed Portfolios • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of January, 2007, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the following series of the Trust: the FundX ETF Upgrader Fund and the FundX ETF Aggressive Upgrader Fund (the “Funds”) and DAL Investment Company, LLC (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • January 31st, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of January, 2007, to the Distribution Agreement, dated as of July 5, 2006 (the "Distribution Agreement"), is by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund, the FundX Flexible Income Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 31st, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of January, 2007, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended (the "Transfer Agent Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund, the FundX Flexible Income Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 31st, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of January, 2007, to the Fund Accounting Servicing Agreement, dated as of June 22, 2006, as amended (the "Fund Accounting Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund, the FundX Flexible Income Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 31st, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of January, 2007, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended (the "Fund Administration Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund, the FundX Flexible Income Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 31st, 2007 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of January, 2007, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the FundX ETF Upgrader Fund and the FundX ETF Aggressive Upgrader Fund (the “Funds”), a series of the Trust, and the Advisor of the Funds, DAL Investment Company, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • January 31st, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of January, 2007, to the Custody Agreement, dated as of June 22, 2006, as amended (the "Custody Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the FundX Upgrader Fund, the FundX Stock Upgrader Fund, the FundX Aggressive Upgrader Fund, the FundX Conservative Upgrader Fund and the FundX Flexible Income Fund and U.S. Bank National Association, a national banking association (the "Custodian").

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