PROFESSIONALLY MANAGED PORTFOLIOS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT

PROFESSIONALLY MANAGED PORTFOLIOS

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT dated as of the 19th day of July, 2010, to the Distribution Agreement, dated as of July 10, 2006 (the "Agreement") is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the Osterweis Fund and the Osterweis Strategic Income Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

WHEREAS, the parties to the Agreement desire to amend the Agreement to add a fund in the manner set forth herein;

NOW THEREFORE, pursuant to section 11 of the Agreement, the parties hereby amend the Agreement as follows:

Exhibit A of the Agreement shall be amended and replaced in its entirety by the Amended Exhibit A (“Amended Exhibit A”) attached herein.

The Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

PROFESSIONALLY MANAGED PORTFOLIOS	QUASAR DISTRIBUTORS, LLC
By: /s/Xxxxxx X. Xxxxxx	By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxx	Name: Xxxxx X. Xxxxxxxxx
Title: President	Title: President

1

Amended Exhibit A

to the

Distribution Agreement – Professionally Managed Portfolios

Separate Series

Name of Series

Osterweis Fund

Osterweis Strategic Income Fund

Osterweis Strategic Investment Fund

2