0000894189-12-001419 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 12th, 2012 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 1st day of March, 2012, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Muzinich funds listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). MUZINICH & CO., INC., a Delaware 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 MUZINICH & CO., INC.
Investment Advisory Agreement • March 12th, 2012 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 12th day of March, 2012, 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 collectively, the “Funds”), and Muzinich & Co., Inc. (the “Advisor”).

CUSTODIAN AGREEMENT
Custodian Agreement • March 12th, 2012 • Professionally Managed Portfolios • Massachusetts

This Custodian Agreement (the “Agreement”) is dated as of this 12th day of March, 2012, and is by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Custodian”) and PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”) on behalf of its separate series, the Muzinich Funds listed on Schedule A attached hereto (as amended from time to time) (each a “Fund”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • March 12th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 1st day of March, 2012, 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 Muzinich funds listed on Exhibit Z 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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 12th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 1st day of March, 2012, 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 Muzinich funds listed on Exhibit Z 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 • March 12th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 1st day of March, 2012, 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 Muzinich funds 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 ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 12th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 1st day of March, 2012, 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 Muzinich funds listed on Exhibit Y attached hereto (as amended from time to time), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 12th, 2012 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 12th day of March, 2012, 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, Muzinich & Co., Inc. (the “Advisor”).

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