PROFESSIONALLY MANAGED PORTFOLIOS

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT dated as of the 14th day of August, 2012, to the Distribution Agreement, dated as of  February 24, 2009, (the “Agreement”) is entered into by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust (the “Trust”), on behalf of its series, the CONGRESS FUNDS and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

WHEREAS, the parties to the Agreement desire to amend the Agreement to add the Congress All Cap Opportunity Fund and the Congress Mid Cap Growth Fund in the manner set forth herein;

NOW THEREFORE, pursuant to section 11 of the Agreement, the parties hereby amend the Agreement as follows:

Exhibit A of the Agreement shall be amended and replaced in its entirety by the Amended Exhibit A (“Amended Exhibit A”) attached herein.

The Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

PROFESSIONALLY MANAGED PORTFOLIOS	QUASAR DISTRIBUTORS, LLC
By:  /s/ Eric W. Falkeis	By: /s/ James R. Schoenike
Name: Eric W. Falkeis	Name: James R. Schoenike
Title: President	Title: President

8/2012

1

Amended Exhibit A

to the

Distribution Agreement – Professionally Managed Portfolios

Separate Series

Name of Series

Congress Large Cap Growth Fund

Congress All Cap Opportunity Fund

Congress Mid Cap Growth Fund

8/2012

2