0000894189-16-013225 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 29th, 2016 • Professionally Managed Portfolios • Massachusetts

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st of January, 2016, 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 Osterweis Capital Management, LLC (the “Advisor”).

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 29th, 2016 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 15th day of November, 2016, to the Amended and Restated Custody Agreement, originally made and entered into as of June 22, 2006, and amended and restated as of May 15, 2013 (the "Agreement"), is entered into by and between Professionally Managed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 Osterweis Funds, listed on Amended Exhibit F attached hereto (as amended from time to time), and U.S. Bank N.A., a national banking association (the "Custodian").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 29th, 2016 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of November, 2016, 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 Osterweis 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 • November 29th, 2016 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of November, 2016, 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 Osterweis 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 • November 29th, 2016 • Professionally Managed Portfolios • Massachusetts

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective as of the 1st day of January, 2016, 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 (the "Fund"), a series of the Trust, and the Advisor of the Fund, Osterweis Capital Management, LLC (the "Advisor").

PROFESSIONALLY MANAGED PORTFOLIOS AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • November 29th, 2016 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of November, 2016, to the Distribution Agreement, dated as of July 10, 2006, as amended, the ("Agreement"), is by and among PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the "Trust"), on behalf of its series, the Osterweis Funds, QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the "Distributor"), OSTERWEIS CAPITAL MANAGEMENT, INC., the investment advisor on behalf of the Osterweis Funds, and OSTERWEIS CAPITAL MANAGEMENT, LLC, the investment advisor on behalf of the Osterweis Strategic Income Fund, the Osterweis Strategic Investment Fund and the Osterweis Institutional Equity Fund, (collectively the "Advisor").

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 29th, 2016 • Professionally Managed Portfolios
AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 29th, 2016 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of November, 2016, 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 Osterweis Funds, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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