0000894189-11-001464 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 6th, 2011 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 16th day of February, 2011, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the GoodHaven fund listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). GOODHAVEN CAPITAL MANAGEMENT, LLC, 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 GoodHaven Capital Management, LLC
Investment Advisory Agreement • April 6th, 2011 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 6th day of April, 2011, 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 GoodHaven Capital Management, LLC (the “Advisor”).

SUPPORT SERVICES AGREEMENT
Support Services Agreement • April 6th, 2011 • Professionally Managed Portfolios • Delaware

AGREEMENT, made as of this 6th day of April, 2011, between GoodHaven Capital Management, LLC (the “Advisor”), a Delaware limited liability company with a principal place of business at 590 Reinante Avenue, Miami, Florida 33156, and Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of its series the GoodHaven Fund (the “Fund”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • April 6th, 2011 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 16th day of February, 2011, 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 GoodHaven funds listed on Exhibit X attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the "Custodian").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 6th, 2011 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 16th day of February, 2011, to the Fund Accounting 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 GoodHaven fund listed on Exhibit W 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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 6th, 2011 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 16th day of February, 2011, 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 GoodHaven fund listed on Exhibit X 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 ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 6th, 2011 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 16th day of February, 2011, 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 GoodHaven funds listed on Exhibit V attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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