0000894189-09-001713 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT FundX Tactical Total Return Fund
Investment Advisory Agreement • May 29th, 2009 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 29th day of May, 2009, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the Trust’s FundX Tactical Total Return Fund series (the “Fund”) and DAL Investment Company, LLC (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • May 29th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 24th day of February, 2009 to the Distribution Agreement, dated as of July 5, 2006, as amended (the "Distribution Agreement"), is entered into by and among 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, the FundX ETF Aggressive Upgrader Fund, the FundX ETF Upgrader Fund and the FundX Tactical Upgrader Fund, DAL INVESTMENT COMPANY, LLC, the investment advisor (the “Advisor”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 29th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 24th day of February, 2009, to the Fund Accounting Servicing Agreement, dated as of June 22, 2006, as amended (the "Fund Accounting Agreement"), is entered into 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, the FundX ETF Upgrader Fund, the FundX ETF Aggressive Upgrader Fund, the FundX Tactical Upgrader Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 29th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 24h day of February, 2009, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended (the "Transfer Agent Agreement"), is entered into 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, the FundX ETF Upgrader Fund, the FundX ETF Aggressive Upgrader Fund and the FundX Tactical Upgrader 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 • May 29th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 24th day of February, 2009, to the Fund Administration Servicing Agreement, dated as of June 22, 2006 (the "Agreement"), as amended July, 24, 2006, is entered into 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, the FundX ETF Upgrader Fund, the FundX ETF Aggressive Upgrader Fund, the FundX Tactical Upgrader 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 • May 29th, 2009 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 29th day of May, 2009, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the FundX Tactical Total Return Fund (the “Fund”), a series of the Trust, and the Advisor of the Fund, DAL Investment Company, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • May 29th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 24th day of February, 2009, to the Custody Agreement, dated as of June 22, 2006, as amended (the "Custody Agreement"), is entered into 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, the FundX ETF Upgrader Fund, the FundX ETF Aggressive Upgrader Fund, the FundX Tactical Upgrader Fund and U.S. Bank National Association, a national banking association (the "Custodian").

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