Professionally Managed Portfolios Sample Contracts

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ARTICLE I DEFINITIONS
Custody Agreement • March 28th, 2003 • Professionally Managed Portfolios • Ohio
ARTICLE I
Transfer Agency Agreement • October 25th, 2002 • Professionally Managed Portfolios • Wisconsin
INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and HODGES CAPITAL MANAGEMENT, INC.
Investment Advisory Agreement • June 6th, 2023 • Northern Lights Fund Trust Ii

AGREEMENT, made as of [INSERT DATE OF SHAREHOLDER MEETING], between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Hodges Capital Management, Inc. a Texas corporation (the "Adviser"), located at 2905 Maple Avenue, Dallas, TX 75201

ASSUMPTION AGREEMENT
Assumption Agreement • July 25th, 2002 • Professionally Managed Portfolios
DISTRIBUTION AGREEMENT
Distribution Agreement • July 30th, 2015 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 13th day of July 2015, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the TRILLIUM FUNDS listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). TRILLIUM ASSET MANAGEMENT, LLC, a Delaware 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.

PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • May 31st, 2013 • Professionally Managed Portfolios • Minnesota

THIS AGREEMENT, originally made and entered into as of June 22, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”), is hereby amended and restated as of May 15, 2013.

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With Dhandho Funds LLC
Investment Advisory Agreement • September 26th, 2023 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 25th day of September, 2023, 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 Dhandho Funds LLC (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With BRIDGES INVESTMENT MANAGEMENT, INC.
Investment Advisory Agreement • January 4th, 2023 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 3rd day of January, 2023, 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 Bridges Investment Management, Inc. (the “Adviser”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 16th, 2006 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of June, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of the funds listed on the exhibits attached hereto and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with Congress Asset Management Co., LLP
Investment Advisory Agreement • August 21st, 2023 • Professionally Managed Portfolios • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of August 15, 2023 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 Congress Asset Management Co., LLP (the “Adviser”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • August 21st, 2023 • Professionally Managed Portfolios • Delaware

This distribution agreement (the “Agreement”) is effective this 7th day of August 2023, and made by Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, WI 53202, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, WI 53202.

Exhibit 9
Management Agreement • January 16th, 1996 • Professionally Managed Portfolios
SUB-ADVISORY AGREEMENT Touchstone Global Growth Fund A series of Touchstone Strategic Trust
Sub-Advisory Agreement • July 6th, 2016 • Touchstone Strategic Trust • Ohio

This Sub-Advisory Agreement (the “Agreement”) is made as of August [15], 2016, between Touchstone Advisors, Inc. (the “Advisor”), and DSM Capital Partners LLC (the “Sub-Advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 5th, 2014 • Professionally Managed Portfolios • Delaware

This AGREEMENT is made as of the day of January 2014, by and among Millrace Asset Group, Inc., a Pennsylvania S Corporation located at 1205 Westlakes Drive, Suite 375, Berwyn, PA 19312 (the “Sub-Adviser”), and Balter Liquid Alternatives, a Delaware limited liability corporation located at 125 High Street, Oliver Street Tower, Suite 802, Boston, MA 02110 (the “Manager”).

WITNESSETH:
Investment Advisory Agreement • February 12th, 2002 • Professionally Managed Portfolios • Arizona
TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 16th, 2006 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of June, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the "Trust"), on behalf of the funds listed on the exhibits attached hereto and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

TERMS
Fund Accounting Service Agreement • June 15th, 1998 • Professionally Managed Portfolios • New York
FORM OF AUTHORIZED PARTICIPANT AGREEMENT PROFESSIONALLY MANAGED PORTFOLIOS
Authorized Participant Agreement • August 21st, 2023 • Professionally Managed Portfolios • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by Professionally Managed Portfolios (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

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