Professionally Managed Portfolios Sample Contracts

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ARTICLE I DEFINITIONS
Custody Agreement • March 28th, 2003 • Professionally Managed Portfolios • Ohio
AGREEMENT AND DECLARATION OF TRUST OF PROFESSIONALLY MANAGED PORTFOLIOS (formerly Avondale Investment Trust)
Agreement and Declaration of Trust • December 29th, 1995 • Professionally Managed Portfolios • Massachusetts
INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and HODGES CAPITAL MANAGEMENT, INC.
Investment Advisory Agreement • June 6th, 2023 • Northern Lights Fund Trust Ii

AGREEMENT, made as of [INSERT DATE OF SHAREHOLDER MEETING], between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Hodges Capital Management, Inc. a Texas corporation (the "Adviser"), located at 2905 Maple Avenue, Dallas, TX 75201

ASSUMPTION AGREEMENT
Assumption Agreement • July 25th, 2002 • Professionally Managed Portfolios
DISTRIBUTION AGREEMENT
Distribution Agreement • July 30th, 2015 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 13th day of July 2015, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the TRILLIUM FUNDS listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). TRILLIUM ASSET MANAGEMENT, LLC, a Delaware limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • May 31st, 2013 • Professionally Managed Portfolios • Minnesota

THIS AGREEMENT, originally made and entered into as of June 22, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”), is hereby amended and restated as of May 15, 2013.

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Dhandho Funds LLC
Investment Advisory Agreement • September 26th, 2023 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 25th day of September, 2023, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series listed on Schedule A, which may be amended from time to time (each a “Fund”), and Dhandho Funds LLC (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With BRIDGES INVESTMENT MANAGEMENT, INC.
Investment Advisory Agreement • January 4th, 2023 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 3rd day of January, 2023, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series listed on Schedule A, which may be amended from time to time (each a “Fund”), and Bridges Investment Management, Inc. (the “Adviser”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 16th, 2006 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of June, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of the funds listed on the exhibits attached hereto and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

PROFESSIONALLY MANAGED PORTFOLIOS DISTRIBUTION AGREEMENT
Distribution Agreement • December 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS AGREEMENT is made and entered into as of this 31st day of December 2013, by and among Professionally Managed Portfolios, a Massachusetts business trust (the “Client”), Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor” or “Foreside”) and BP Capital Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 17th, 2024 • Professionally Managed Portfolios • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of ____, 2024 by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series listed on Schedule A, which may be amended from time to time (each a “Fund”), and Otter Creek Advisors., LLC (the “Adviser”).

Exhibit 9
Management Agreement • January 16th, 1996 • Professionally Managed Portfolios
ETF DISTRIBUTION AGREEMENT
Distribution Agreement • August 21st, 2023 • Professionally Managed Portfolios • Delaware

This distribution agreement (the “Agreement”) is effective this 7th day of August 2023, and made by Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, WI 53202, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, WI 53202.

SUB-ADVISORY AGREEMENT Touchstone Global Growth Fund A series of Touchstone Strategic Trust
Sub-Advisory Agreement • July 6th, 2016 • Touchstone Strategic Trust • Ohio

This Sub-Advisory Agreement (the “Agreement”) is made as of August [15], 2016, between Touchstone Advisors, Inc. (the “Advisor”), and DSM Capital Partners LLC (the “Sub-Advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 5th, 2014 • Professionally Managed Portfolios • Delaware

This AGREEMENT is made as of the day of January 2014, by and among Millrace Asset Group, Inc., a Pennsylvania S Corporation located at 1205 Westlakes Drive, Suite 375, Berwyn, PA 19312 (the “Sub-Adviser”), and Balter Liquid Alternatives, a Delaware limited liability corporation located at 125 High Street, Oliver Street Tower, Suite 802, Boston, MA 02110 (the “Manager”).

ARTICLE I
Transfer Agency Agreement • October 25th, 2002 • Professionally Managed Portfolios • Wisconsin
TERMS
Fund Accounting Service Agreement • June 15th, 1998 • Professionally Managed Portfolios • New York
TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 16th, 2006 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of June, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the "Trust"), on behalf of the funds listed on the exhibits attached hereto and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

DISTRIBUTION AGREEMENT
Distribution Agreement • September 26th, 2023 • Professionally Managed Portfolios • Delaware

the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor or the Fund (directly or through its transfer agent) from time to time. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right to suspend or limit the sale of Shares. Dealer is not authorized to make any representations concerning Shares except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or Distributor (acting on behalf of the Fund) may provide to Dealer with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value (“NAV”) per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined NAV per share and subject to any applicable redemption fee or contingent

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