0000894189-09-002913 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT Hodges Equity Income Fund
Investment Advisory Agreement • August 31st, 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 Trust’s Hodges Equity Income Fund series (the “Fund”) and Hodges Capital Management, Inc. (the “Advisor”).

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PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 31st, 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 Hodges Equity Income Fund (the “Fund”), a series of the Trust, and the Advisor of the Fund, Hodges Capital Management, Inc. (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 31st, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of June, 2009, 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 Hodges Fund and the Hodges Small Cap 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 31st, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of June, 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 Hodges Fund and the Hodges Small Cap Fund, and U.S. Bank N.A., a national banking association (the "Custodian").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 31st, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 15th day of June, 2009, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended (the "Fund Administration Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust") on behalf of its separate series, the Hodges Fund and the Hodges Small Cap Fund, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 31st, 2009 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 16th day of June, 2009, to the Fund Accounting 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 Hodges Fund and the Hodges Small Cap Fund, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • August 31st, 2009 • Professionally Managed Portfolios

THIS SECOND AMENDMENT dated as of the 15th day of June, 2009, to the Distribution Agreement, dated as of June 1, 2006, as amended November 28, 2007 (the "Agreement") is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the Hodges Fund and the Hodges Small Cap Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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