0000894189-13-003277 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • May 31st, 2013 • Professionally Managed Portfolios • Minnesota

THIS AGREEMENT, originally made and entered into as of June 22, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”), is hereby amended and restated as of May 15, 2013.

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PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With ST. DENIS J. VILLERE AND CO., LLC
Investment Advisory Agreement • May 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of May, 2013, 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 St. Denis J. Villere and Co., LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of May, 2013, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the “Transfer Agent Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of its separate series, the Villere Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • May 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of May 2013, to the Custody Agreement, dated as of June 22, 2006, as amended, (the "Custody Agreement") is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Villere Funds and U.S. Bank N.A., a national banking association (the "Custodian").

PROFESSIONALLY MANAGED PORTFOLIOS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • May 31st, 2013 • Professionally Managed Portfolios

THIS FIRST AMENDMENT dated as of the 15th day of May, 2013, to the Distribution Agreement, dated as of June 26, 2006, (the “Agreement”), is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the Villere Funds and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of May, 2013, 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 Villere Funds 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 • May 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of May, 2013, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended (the “Fund Administration Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”) on behalf of its separate series, the Villere Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of May, 2013, 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 “Fund”), and the Advisor of the Fund, St. Denis J. Villere and Co., LLC (the “Advisor”).

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