0000894189-09-000132 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 22nd, 2009 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the ___ day of ________, 2009, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Jordan Opportunity Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). WINDOWPANE ADVISORS, L.L.C, a Delaware limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 22nd, 2009 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the ____ day of __________, 2009, by and between Professionally Managed Portfolios, a Massachusetts business trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”, and together the “Funds”) and Windowpane Advisors, LLC, a California corporation (hereinafter called the “Adviser”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 22nd, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the ___ day of __________, 2009, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the "Agreement"), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Jordan Opportunity Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • January 22nd, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the ___ day of ________, 2009, to the Custody Agreement, dated as of June 22, 2006, as amended, (the "Agreement") is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Jordan Opportunity Fund, and U.S. Bank National Association, a national banking association (the "Custodian").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 22nd, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the ___ day of _________, 2009, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended, (the “Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the Jordan Opportunity 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 22nd, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the ___ day of __________, 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 Jordan Opportunity Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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