0000894189-10-001415 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 12th, 2010 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 27th day of July, 2009, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”) on behalf of its series, Winslow Green Growth Fund and Winslow Green Solutions Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Brown Investment Advisory Incorporated, a Maryland corporation, 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 with BROWN INVESTMENT ADVISORY INCORPORATED
Investment Advisory Agreement • April 12th, 2010 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 12th day of April, 2010, 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 Brown Investment Advisory Incorporated, a Maryland corporation (hereinafter called the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT with BROWN INVESTMENT ADVISORY INCORPORATED
Operating Expenses Limitation Agreement • April 12th, 2010 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 12th day of April, 2010, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Funds”), and the Advisor of the Funds, Brown Investment Advisory Incorporated (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 12th, 2010 • Professionally Managed Portfolios

THIS FIRST AMENDMENT dated as of the 8TH day of March, 2010, to the Distribution Agreement, dated as of July 27, 2009 (the "Agreement") is entered into by and among PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its separate series listed on Exhibit A attached hereto (as amended from time to time), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and BROWN INVESTMENT ADVISORY INCORPORATED, a Maryland corporation, and the investment advisor to the Trust (the “Advisor”),

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 12th, 2010 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 8th day of March, 2010, 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, on Exhibit S attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT SUB-ADVISORY AGREEMENT between BROWN INVESTMENT ADVISORY INCORPORATED and MUNDER CAPITAL MANAGEMENT
Professionally Managed Portfolios • April 12th, 2010 • Delaware

This AGREEMENT is made as of the 12th day of April, 2010, by and between Munder Capital Management, a Delaware partnership located at 480 Pierce Street, Birmingham, Michigan 48009 (the “Sub-Advisor”), and Brown Investment Advisory Incorporated, a Maryland corporation located at 901 South Bond Street, Suite 400 Baltimore, Maryland, 21231-3340 (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 12th, 2010 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 8th day of March, 2010, 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 Winslow and Brown Advisory funds listed on Exhibit Q attached hereto (as amended from time to time), 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 • April 12th, 2010 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 8th day of March, 2010, 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 Winslow and Brown Advisory funds listed on Exhibit R attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • April 12th, 2010 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 8th day of March, 2010, 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 Winslow and Brown Advisory funds listed on Exhibit S attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the "Custodian").

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT SUB-ADVISORY AGREEMENT between BROWN INVESTMENT ADVISORY INCORPORATED and CARDINAL CAPITAL MANAGEMENT, L.L.C.
Agreement • April 12th, 2010 • Professionally Managed Portfolios • Delaware

This AGREEMENT is made as of the 12th day of April, 2010, by and between Cardinal Capital Management, L.L.C., a Delaware limited liability company located at One Greenwich Office Park, Greenwich, Connecticut 06831 (the “Sub-Advisor”), and Brown Investment Advisory Incorporated, a Maryland corporation located at 901 South Bond Street, Suite 400 Baltimore, Maryland, 21231-3340 (the “Advisor”).

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