0000894189-07-001778 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT TCM Small-Mid Cap Growth Fund
Investment Advisory Agreement • June 26th, 2007 • Professionally Managed Portfolios • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of the 29th day of June, 2007, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the Trust’s TCM Small-Mid Cap Growth Fund series (the “Fund”) and Tygh Capital Management, Inc. (the “Advisor”).

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 26th, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 19th day of June, 2007, 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 TCM Small Cap Growth Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • June 26th, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 19th day of June, 2007, to the Distribution Agreement, dated as of June 26, 2006, (the "Agreement"), is by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”) on behalf of its series, the TCM Small Cap Growth Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 26th, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 19th day of June, 2007, 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 TCM Small Cap Growth Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 26th, 2007 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 29th day of June, 2007, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the TCM Small-Mid Cap Growth Fund (the “Fund”), a series of the Trust, and the advisor of the Fund, Tygh Capital Management, Inc. (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 26th, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 19th day of June, 2007, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the "Transfer Agent Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the TCM Small Cap Growth Fund and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • June 26th, 2007 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 19th day of June, 2007, to the Custody Agreement, dated as of June 22, 2006, as amended, (the "Custody Agreement"), is entered by and between Professionally Managed Portfolios, a Massachusetts business trust (the "Trust"), on behalf of its separate series, the TCM Small Cap Growth Fund and U.S. Bank, N.A., (the "Custodian").

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