0000894189-14-006083 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2014 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 18th day of November, 2014, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the ROTHSCHILD FUNDS listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). ROTHSCHILD ASSET MANAGEMENT INC. a New York corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Rothschild Asset Management Inc.
Investment Advisory Agreement • December 22nd, 2014 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of December, 2014, 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” collectively, the “Funds”), and Rothschild Asset Management Inc. (the “Adviser”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 22nd, 2014 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of December, 2014, 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 (each, a “Fund” collectively, the “Funds”), and the Adviser of the Funds, Rothschild Asset Management Inc. (the “Adviser”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 22nd, 2014 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 18th day of November, 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 Rothschild 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").

PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 22nd, 2014 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 18th day of November, 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 Rothschild Funds, listed on Exhibit FF 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 ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 22nd, 2014 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 18th day of November, 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 Rothschild 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”).

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