0000894189-08-001604 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 27th, 2008 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 11th day of February, 2008, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”) on behalf of its series, Winslow Green Growth Fund and Winslow Green Solutions Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Winslow Management Company, LLC, a limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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PROFESSIONALLY MANAGED PORTFOLIOS INTERIM INVESTMENT ADVISORY AGREEMENT with NorthCoast Asset Management, LLC
Interim Investment Advisory Agreement • May 27th, 2008 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 20th day of May, by and between Professionally Managed Portfolios, a Massachusetts business trust (hereinafter called the “Trust”), on behalf of the series of the Trust listed on Schedule A as may be amended from time to time (each a “Fund”, collectively the “Funds”) and NorthCoast Asset Management, LLC (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with Winslow Management Company, LLC
Investment Advisory Agreement • May 27th, 2008 • Professionally Managed Portfolios • Massachusetts

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 27th day of May, 2008, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, as may be amended from time to time (each a “Fund” and collectively, the “Funds”) and Winslow Management Company, LLC (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 27th, 2008 • Professionally Managed Portfolios • Massachusetts

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 27th day of May, 2008, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, as may be amended from time to time (each a “Fund” and collectively, the “Funds”) and Winslow Management Company, LLC (the “Advisor”).

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 27th, 2008 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of February, 2008, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the "Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Winslow Green Growth Fund and Winslow Green Solutions Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 27th, 2008 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of February, 2008, to the Fund Accounting Servicing Agreement, dated as of June 22, 2006, as amended, (the "Fund Accounting Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Winslow Green Growth Fund and the Winslow Green Solutions Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • May 27th, 2008 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of February, 2008, to the Custody Agreement, dated as of June 22, 2006, as amended, (the "Agreement") is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Winslow Green Growth Fund and the Winslow Green Solutions Fund, and U.S. Bank National Association, a national banking association (the "Custodian").

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 27th, 2008 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of February, 2008, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended, (the “Agreement”), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the Winslow Green Growth Fund and the Winslow Green Solutions Fund, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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