0000894189-12-006088 Sample Contracts

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 14th day of August, 2012, 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 Congress Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • October 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 14th day of August, 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 Congress Funds, and U.S. Bank National Association, a national banking association (the “Custodian”).

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

THIS FIRST AMENDMENT dated as of the 14th day of August, 2012, to the Distribution Agreement, dated as of February 24, 2009, (the “Agreement”) is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the CONGRESS FUNDS and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of March, 2009, 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, Congress Asset Management Company (the “Advisor”).

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

THIS AMENDMENT dated as of the 14th day of August, 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 Congress Funds 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 • October 31st, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 14th day of August, 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 Congress Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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