0000894189-12-004833 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 27th, 2012 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of the 14th day of August, 2012, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Becker funds listed on Exhibit A attached hereto (as amended from time to time) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). BECKER CAPITAL MANAGEMENT, INC., an Oregon corporation 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 Becker Capital Management, Inc.
Investment Advisory Agreement • August 27th, 2012 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 23rd day of August, 2012, 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 Becker Capital Management, Inc. (the “Advisor”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 27th, 2012 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 23rd day of August, 2012, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, which may be amended from time to time (each a “Fund”), and the Advisor of each Fund, Becker Capital Management, Inc. (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 27th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 14th day of August, 2012, 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 Becker funds, listed on Exhibit Z attached hereto (as amended from time to time), 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, 2012 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 14th day of August, 2012, 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 Becker funds, listed on Exhibit AA attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the “Custodian”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 27th, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 14th day of August, 2012, 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 Becker funds, listed on Exhibit Y attached hereto (as amended from time to time) 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, 2012 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 14th day of August, 2012, 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 Becker funds, listed on Exhibit AA attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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