0000894189-13-006982 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 24th, 2013 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of November, 2013, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the OTTER CREEK FUNDS listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). OTTER CREEK MANAGEMENT, 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 Otter Creek Management, Inc.
Investment Advisory Agreement • December 24th, 2013 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 30th day of December, 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 Otter Creek Management, Inc. (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 24th, 2013 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 11th day of November, 2013, 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 Otter Creek Funds, listed on Exhibit DD 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 CUSTODY AGREEMENT
Custody Agreement • December 24th, 2013 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 11th day of November, 2013, to the Custody Agreement, dated as of June 22, 2006, as amended and restated May 15, 2013 (the "Agreement") is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Otter Creek Funds, listed on Exhibit W attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the "Custodian").

PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 24th, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 11th day of November, 2013, 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 Otter Creek Funds, listed on Exhibit EE 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 • December 24th, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of November, 2013, 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 Otter Creek Funds, listed on Exhibit CC 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 • December 24th, 2013 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of December, 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, Otter Creek Management, Inc. (the “Advisor”).

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