AMENDMENT TO THE

PROFESSIONALLY MANAGED PORTFOLIOS

FUND ACCOUNTING SERVICING AGREEMENT

     THIS AMENDMENT dated as of the 1st day of May, 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 Osterweis Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

\WHEREAS, the parties desire to amend the series of the Trust to add a Fund; and

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit J to the Agreement is hereby superseded and replaced with Amended Exhibit J attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

PROFESSIONALLY MANAGED PORTFOLIOS	U.S. BANCORP FUND SERVICES, LLC
By: /s/ Eric W. Falkeis	By: /s/ Michael R. McVoy
Name:  Eric W. Falkeis	Name: Michael R. McVoy
Title:  President	Title: Executive Vice President

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Amended Exhibit J to the PMP Fund Accounting Servicing Agreement

Name of Series

Osterweis Fund

Osterweis Strategic Income Fund

Osterweis Stategic Investment Fund

Osterweis Institutional Equity Fund

FUND ACCOUNTING SERVICES - FEE SCHEDULE at April 1, 2010

Domestic Equity Funds* $[  ] for the first $[  ] million [  ] basis point on the next $[  ] million [  ] basis point on the balance Domestic Balanced Funds* $[  ] for the first $[  ] million [  ] basis points on the next $[  ] million [  ] basis point on the balance Domestic Fixed Income Funds* Funds of Funds* Short or Derivative Funds* International Equity Funds* Tax-exempt Money Market Funds* $[  ] for the first $[  ] million [  ] basis points on the next $[  ] million [  ] basis points on the balance Taxable Money Market Funds* $[  ] for the first $[  ] million [  ] basis point on the next $[  ] million [  ] basis point on the balance International Income Funds* $[  ] for the first $[  ] million [  ] basis points on the next $[  ] million [  ] basis points on the balance Multiple Classes Each class is an additional [  ]% of the charge of the initial class. Master/Feeder Funds Each master and feeder is charged according to the schedule. Fees are billed monthly.

Multiple Manager Funds Additional base fee: $[  ] per manager/sub-advisor per fund Extraordinary services – quoted separately Conversion Estimate – one month’s fee (if necessary) NOTE – All schedules subject to change depending upon the use of derivatives – options, futures, short sales, etc. All fees are billed monthly plus out-of-pocket expenses, including pricing service: $[  ]  Domestic and Canadian Equities $[  ]  Options $[  ]  Corp/Gov/Agency Bonds $[  ]  CMO's $[  ]  International Equities and Bonds $[  ]  Municipal Bonds $[  ]  Money Market Instruments $[  ]  Per fund per month - Mutual Funds Corporate Action Services - waived $[  ] Per equity security per month Manual Security Pricing - waived $[  ] per month – greater than [  ]/day Factor Services (BondBuyer) Per CMO - $[  ]/month Per Mortgage Backed - $[  ]/month Minimum                          - $[  ]/month *Subject to CPI increase, Milwaukee MSA.- waived

Advisor’s Signature not required as the fees are not being changed.  

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