0000894189-12-004132 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Osterweis Capital Management, LLC
Investment Advisory Agreement • July 31st, 2012 • Professionally Managed Portfolios • Massachusetts

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of July, 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 (the “Fund”), and Osterweis Capital Management, LLC (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 31st, 2012 • Professionally Managed Portfolios • Massachusetts

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of July, 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 (the “Fund”), a series of the Trust, and the Advisor of the Fund, Osterweis Capital Management, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 1st day of May, 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 Osterweis Funds 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 • July 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 1st day of May, 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 Osterweis Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

PROFESSIONALLY MANAGED PORTFOLIOS SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • July 31st, 2012 • Professionally Managed Portfolios

THIS SECOND AMENDMENT dated as of the 1st day of May, 2012, to the Distribution Agreement, dated as of July 10, 2006, as amended July 19, 2010 (the “Agreement”) is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the Osterweis Funds and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 1st day of May, 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 Osterweis Funds, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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