0000894189-15-001095 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 2nd, 2015 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 27th day of February, 2015, 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 ADVISORS, LLC, a Florida limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only. This Agreement supersedes and replaces the Distribution Agreement dated as of November 11, 2013 between PROFESSIONALLY MANAGED PORTFOLIOS, OTTER CREEK MANAGEMENT, INC. & QUASAR DISTRIBUTORS, LLC.

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PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Otter Creek Advisors, LLC
Investment Advisory Agreement • March 2nd, 2015 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 27th day of February, 2015, 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 Advisors, LLC (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 2nd, 2015 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 27th day of February, 2015, 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 Advisors, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • March 2nd, 2015 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 27th day of February, 2015, to the Custody Agreement, dated as of June 22, 2006, and amended and restated as of May 15, 2013, 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 Amended 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 • March 2nd, 2015 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of 27th day of February, 2015, 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 Amended 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
Fund Accounting Servicing Agreement • March 2nd, 2015 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 27th day of February, 2015, 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 Amended 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
Fund Administration Servicing Agreement • March 2nd, 2015 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 27th day of February, 2015, 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 Amended Exhibit CC 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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