0000894189-12-003336 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 8th, 2012 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the __ day of August, 2012, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Becker fund listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). BECKER CAPITAL MANAGEMENT, INC., 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 Becker Capital Management, Inc.
Investment Advisory Agreement • June 8th, 2012 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the __ day of August, 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 Becker Capital Management, Inc. (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 8th, 2012 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the ___ day of August, 2012, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, which may be amended from time to time (each a “Fund”), and the Advisor of each Fund, Becker Capital Management, Inc. (the “Advisor”).

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