0000894189-06-003011 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 30th, 2006 • Professionally Managed Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of this 22nd day of November, 2006, by and between PROFESSIONALLY MANAGED PORTFOLIOS a Massachusetts business trust (the “Trust”) on behalf of its series, the Counterpoint Select Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). JURIKA, MILLS & KEIFER, LLC, the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT Counterpoint Select Fund
Investment Advisory Agreement • November 30th, 2006 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 30th day of November, 2006, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the Trust’s Counterpoint Select Fund series (the “Fund”) and Jurika, Mills & Keifer, LLC, (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 30th, 2006 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 20th day of November, 2006, 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 Counterpoint Select 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 • November 30th, 2006 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 20th day of November, 2006, 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 Counterpoint Select 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 • November 30th, 2006 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of November, 2006, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the Counterpoint Select Fund (the “Fund”), a series of the Trust, and the advisor of the Fund, and Jurika, Mills & Keifer, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 30th, 2006 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 20th day of November, 2006, 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 Counterpoint Select Fund, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • November 30th, 2006 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 20th day of November, 2006, 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 Counterpoint Select Fund, and U.S. Bank National Association, a national banking association (the "Custodian").