0000894189-14-000951 Sample Contracts

SCHEDULE A to INVESTMENT ADVISORY AGREEMENT With McKinley Capital Management, LLC
Investment Advisory Agreement • February 26th, 2014 • Professionally Managed Portfolios

Series of Professionally Managed Portfolios Annual Fee Rate as a Percentage of Average Daily Net Assets McKinley Diversified Income Fund 0.80% McKinley Non-U.S. Core Growth Fund 0.85%

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 26th, 2014 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 18th day of February, 2014, 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 McKinley Funds, listed on Exhibit BB 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 AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • February 26th, 2014 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 18th day of February, 2014, to the Amended and Restated Custody Agreement, originally made and entered into as of June 22, 2006, and amended and restated as of May 15, 2013, (the "Agreement"), is entered into by and between Professionally Managed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 McKinley Funds, listed on Exhibit BB attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the "Custodian").

Appendix A to PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Professionally Managed Portfolios • February 26th, 2014

Series of Professionally Managed Portfolios Operating Expense Limit McKinley Diversified Income Fund Institutional Shares 1.20% Investor Shares 1.45% McKinley Non-U.S. Core Growth Fund Institutional Shares 1.20% Investor Shares 1.45% Y Shares 0.85%

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 26th, 2014 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 18th day of February , 2014, 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 McKinley Funds, listed on Exhibit AA attached hereto (as amended from time to time), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2014 • Professionally Managed Portfolios

THIS FIRST AMENDMENT, dated as of the 18th day of February, 2014, to the Distribution Agreement, dated as of March 27, 2013, (the “Agreement”), is entered into by and between PROFESSIONALLY MANGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the MCKINLEY FUNDS and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 26th, 2014 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 18th day of February, 2014, 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 McKinley Funds, listed on Exhibit Z attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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