0000894189-09-002727 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 27th, 2009 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 3rd day of August, 2009, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Akre Focus Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). AKRE CAPITAL MANAGEMENT, LLC, a Delaware 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 INVESTMENT ADVISORY AGREEMENT With Akre Capital Management, LLC
Investment Advisory Agreement • August 27th, 2009 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of August, 2009, 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 Akre Capital Management, LLC (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 27th, 2009 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of August, 2009, 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, Akre Capital Management, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 27th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 3rd day of August, 2009, to the Fund Accounting Servicing Agreement, dated as of June 22, 2006, as amended, (the "Fund Accounting Agreement"), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the Akre Focus Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 27th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 3rd day of August, 2009, 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 Akre Focus Fund 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 • August 27th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 3rd day of August, 2009, 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 Akre Focus Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • August 27th, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 3rd day of August, 2009, to the Custody 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 Akre Focus Fund, and U.S. Bank National Association, a national banking association (the "Custodian").

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