485BPOS

Filed with the U.S. Securities and Exchange Commission on April 19, 2013

1933 Act Registration File No.   033-12213

1940 Act File No. 811-05037

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[	X	]
Pre-Effective Amendment No.		[		]
Post-Effective Amendment No.	504	[	X	]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[	X		]
Amendment No.	505	[		X	]

(Check appropriate box or boxes.)

PROFESSIONALLY MANAGED PORTFOLIOS

(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street

Milwaukee, WI  53202

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code:  (626) 914-7363

Elaine E. Richards, Esq.

Professionally Managed Portfolios

2020 E. Financial Way, Ste. 100

Glendora, CA 91741

(Name and Address of Agent for Service)

Copy to:

Domenick Pugliese, Esq.

Paul Hastings LLP

Park Avenue Tower

75 East 55th Street

New York, NY 10022

It is proposed that this filing will become effective (check appropriate box)

[	X	]	immediately upon filing pursuant to paragraph (b)
[		]	On (date) pursuant to paragraph (b)
[		]	60 days after filing pursuant to paragraph (a)(1)
[		]	on (date) pursuant to paragraph (a)(1)
[		]	75 days after filing pursuant to paragraph (a)(2)
[		]	on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a previously filed post- effective amendment.

Explanatory Note: This Post-Effective Amendment No. 504 to the Registration Statement of Professionally Managed Portfolios (the “Trust”) on Form N-1A hereby incorporates Parts A, B and C from the Trust’s PEA No. 497 on Form N-1A filed on March 26, 2013.  This PEA No. 504 is filed for the sole purpose of submitting the XBRL exhibit for the risk/return summary first provided in PEA No. 497 to the Trust’s Registration Statement for its series: the GoodHaven Fund.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 504 to its Registration Statement on Form N-1A to be signed below on its behalf by the undersigned, duly authorized, in the City of Glendora and State of California, on April 19, 2013.

Professionally Managed Portfolios

By:  /s/ Elaine E. Richards                               

Elaine E. Richards

President

 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 504 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Steven J. Paggioli*	Trustee	April 19, 2013
Steven J. Paggioli
Dorothy A. Berry*	Trustee	April 19, 2013
Dorothy A. Berry
Wallace L. Cook*	Trustee	April 19, 2013
Wallace L. Cook
Carl A. Froebel*	Trustee	April 19, 2013
Carl A. Froebel
Eric W. Falkeis*	Trustee	April 19, 2013
Eric W. Falkeis
/s/ Elaine E. Richards	President and Principal	April 19, 2013
Elaine E. Richards	Executive Officer
Eric VanAndel*	Treasurer and Principal	April 19, 2013
Eric VanAndel	Financial and Accounting Officer
*By:  /s/ Elaine E. Richards		April 19, 2013
Elaine E. Richards, Attorney-In Fact   pursuant  to Power of Attorney

1

INDEX TO EXHIBITS

Exhibit	Exhibit No.
Instance Document	EX-101.INS
Schema Document	EX-101.SCH
Calculation Linkbase Document	EX-101.CAL
Definition Linkbase Document	EX-101.DEF
Label Linkbase Document	EX-101.LAB
Presentation Linkbase Document	EX-101.PRE

2

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Prospectus Date	rr_ProspectusDate	Mar. 29, 2013

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Risk/Return [Heading]

rr_RiskReturnHeading

GoodHaven Fund

Objective [Heading]

rr_ObjectiveHeading

Investment Objective

Objective, Primary [Text Block]

rr_ObjectivePrimaryTextBlock

The GoodHaven Fund (the “Fund”) seeks to achieve long-term growth of capital.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund

Expense Narrative [Text Block]

rr_ExpenseNarrativeTextBlock

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees Caption [Text]

rr_ShareholderFeesCaption

Shareholder Fees (fees paid directly from your investment)

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

rr_PortfolioTurnoverHeading

Portfolio Turnover

Portfolio Turnover [Text Block]

rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the above example, affect the Fund’s performance.  During the most recent fiscal year ended November 30, 2012, the Fund’s portfolio turnover rate was 11% of the average value of its portfolio.

Portfolio Turnover, Rate

rr_PortfolioTurnoverRate

11.00%

Expense Exchange Traded Fund Commissions [Text]

rr_ExpenseExchangeTradedFundCommissions

Other Expenses do not include (a) any charges associated with the execution of portfolio transactions, such as brokerage commissions, transaction charges, acquired fund fees and related expenses or other transaction-related expenses (such as stamp taxes)

Expense Example [Heading]

rr_ExpenseExampleHeading

Example

Expense Example Narrative [Text Block]

rr_ExpenseExampleNarrativeTextBlock

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.

Expense Example by, Year, Caption [Text]

rr_ExpenseExampleByYearCaption

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Strategy [Heading]

rr_StrategyHeading

Principal Investment Strategies

Strategy Narrative [Text Block]

rr_StrategyNarrativeTextBlock

Under normal market conditions, the Fund’s investment advisor, GoodHaven Capital Management, LLC (“GoodHaven” or the “Advisor”) attempts to achieve the Fund’s investment objective by investing in a focused portfolio of equity securities.  When selecting such equity investments, the Advisor looks for certain attractive corporate characteristics, such as, relatively high free cash flow yields, strong balance sheets, products or services that satisfy basic human needs, potential for long-term growth, and managers that have demonstrated skill in capital allocation and who have a significant ownership interest, although no particular characteristic is required for any specific investment.  From time to time, the Fund may also hold significant fixed-income investments or cash holdings.

To help identify appropriate fixed income investments, the Advisor generally looks for security issuers that are the subject of adverse publicity or stressed industry conditions; whose securities have declined in price despite reasonable future financial prospects; as well as issuers undergoing reorganization or bankruptcy where outstanding fixed-income securities may ultimately receive cash, new fixed-income securities, or an equity interest in a reorganized company.  In addition, the Advisor may purchase short-dated fixed income investments whose issuers are not stressed in lieu of holding large amounts of cash.

The proportion of the Fund’s assets invested in each type of asset class will vary from time to time based upon the Advisor’s assessment of the merits of specific security investments as well as general market and economic conditions.  Although the Fund’s focus is long-term, the Fund expects to shift from time to time among various asset classes and market sectors.  The Fund may also invest in companies of any size market capitalization.  At any given time, the Fund may invest up to 100% of its assets in foreign securities and up to 50% of its net assets in emerging market securities.  The Fund is non-diversified, meaning that the Fund will invest a greater percentage of its assets in significantly fewer securities than a diversified fund.

The equity securities in which the Fund primarily invests include common and preferred stock (including convertible preferred stock).  However, the Fund may also invest in equity securities such as partnership interests, business trust shares, interests in real estate investment trusts (“REITs”), rights and warrants to subscribe for the purchase of equity securities and American Depositary Receipts (“ADRs”) or similar securities.  The fixed-income securities in which the Fund may invest, include U.S. corporate debt securities, non-U.S. corporate debt securities, bank debt (including bank loans and participations), municipal debt securities, U.S. government and agency debt securities, short-term debt obligations of foreign governments and foreign money-market instruments.  The Fund typically invests in fixed-income securities to benefit from prevailing yields that the Advisor’s fundamental research indicates are higher than warranted, without focusing on the coupon, duration or maturity of a particular issue or credit rating of that issuer.

The Fund may also invest in “special situations.”  Special situations occur when the securities of a company or other entity are expected to appreciate within a reasonable time due to entity-specific developments rather than general business conditions or movements of the market as a whole.  Such developments and situations include, but are not limited to:

· liquidations	· mergers
· reorganizations	· management changes
· recapitalizations	· technological developments

The Advisor may sell a security for a variety of reasons, including without limitation:  (1) a security subsequently fails to meet the Advisor’s initial investment criteria; (2) an issuer-specific event, such as a proposed or completed acquisition or recapitalization changes the fundamental appeal of the company; (3) upon analysis, a new security is judged more attractive than a current holding; (4) a change in view with respect to company, industry or general market conditions; or (5) the need to meet investor redemptions of Fund shares.

Risk [Heading]

rr_RiskHeading

Principal Investment Risks

Risk Narrative [Text Block]

rr_RiskNarrativeTextBlock

There is the risk that you could lose all or a portion of your investment in the Fund.  The following riskscould affect the value of your investmentin the Fund:

·   General Market Risk.  The market price of a security may fluctuate, sometimes rapidly and unpredictably.  These fluctuations may cause a security to be worth less than its cost when originally purchased or less than it was worth at an earlier time.

·   Equity Market Risk.  Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in price.

·   Interest Rate Risk.  Interest rates may rise resulting in a decrease in the value of the securities held by the Fund.

·   Credit Risk.  If issuers of fixed income securities in which the Fund invests experience unanticipated financial problems, their securities are likely to decline in value.

·   High Yield Securities/Junk Bond Risk.  The value of fixed income securities held by the Fund that are rated below investment grade are subject to additional risk factors such as increased possibility of default, decreased liquidity of the security, and changes in value based on public perception of the issuer.

·   Municipal Securities Risk.  Securities issued by governmental entities on behalf of political subdivisions, agencies, other municipal entities, or private parties may decline as a result of a weakened capacity to make principal and interest payments under certain economic conditions or other circumstances.  Moreover, a change to the tax treatment of municipal securities under Federal law could have an adverse impact on prices of these securities.

·   REIT Risk.  REITs may be subject to certain risks associated with the direct ownership of real property, including declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses and variations in rental income.

·   Small- and Medium-Sized Companies Risk.  Investing in securities of smaller companies including micro-cap, small-cap, medium-cap and less seasoned companies often involve greater volatility than investing in larger, more established companies and these securities may be less liquid than other securities.

·   Foreign Securities and Emerging Markets Risk.Foreign securities involve increased risks due to political, social and economic developments abroad, as well as due to differences between U.S. and foreign regulatory practices.  These risks are enhanced in emerging markets.

·   Currency Risk.  Fluctuations in currency exchange rates and currency transfer restitution may adversely affect the value of the Fund’s investments in foreign securities, which are denominated or quoted in currencies other than the U.S. dollar.

·   Bank Debt Risk.  Investments in bank debt involve credit risk, interest rate risk, liquidity risk and other risks, including the risk that any loan collateral may become impaired or that the Fund may obtain less than the full value for the loan interests when sold.

·   Special Situations Risk.  Investments in special situations may involve greater risks when compared to the Fund’s other strategies due to a variety of factors.  Mergers, reorganizations, liquidations or recapitalizations may not be completed on the terms originally contemplated, or may fail.  Expected developments may not occur in a timely manner, or at all.

·   Non-Diversification Risk.The Fund is non-diversified for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”). To the extent that the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities become permanently impaired.

·   Management Risk.  The Advisor may fail to implement the Fund’s investment strategies and meet its investment objective.

·   Limited History.  The Fund has a limited operating history and there can be no assurance that the Fund will grow to or maintain an economically viable size.

Risk Lose Money [Text]

rr_RiskLoseMoney

There is the risk that you could lose all or a portion of your investment in the Fund.

Risk Nondiversified Status [Text]

rr_RiskNondiversifiedStatus

The Fund is non-diversified for purposes of the Investment Company Act of 1940, as amended (the "1940 Act"). To the extent that the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities become permanently impaired.

Bar Chart and Performance Table [Heading]

rr_BarChartAndPerformanceTableHeading

Performance

Performance Narrative [Text Block]

rr_PerformanceNarrativeTextBlock

The following performance information provides some indication of the risks of investing in the GoodHaven Fund.  The bar chart below illustrates how the Fund performed in its first full calendar year of operations.  The table on the next page illustrates how the Fund’s average annual total returns for the 1-year and since inception periods compare with that of a broad-based securities index.  This comparison is provided to offer a broader market perspective.  The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future and does not guarantee future results.  Updated performance information is available on the Fund’s website at www.goodhavenfunds.com.

Performance Information Illustrates Variability of Returns [Text]

rr_PerformanceInformationIllustratesVariabilityOfReturns

The following performance information provides some indication of the risks of investing in the GoodHaven Fund.

Performance Availability Website Address [Text]

rr_PerformanceAvailabilityWebSiteAddress

www.goodhavenfunds.com

Performance Past Does Not Indicate Future [Text]

rr_PerformancePastDoesNotIndicateFuture

The Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future and does not guarantee future results.

Bar Chart [Heading]

rr_BarChartHeading

Calendar Year Total Return

Bar Chart Closing [Text Block]

rr_BarChartClosingTextBlock

Highest Quarterly Return:	Q1, 2012	13.06%
Lowest Quarterly Return:	Q2, 2012	-4.46%

Highest Quarterly Return, Label

rr_HighestQuarterlyReturnLabel

Highest Quarterly Return:

Highest Quarterly Return, Date

rr_BarChartHighestQuarterlyReturnDate

Mar. 31, 2012

Highest Quarterly Return

rr_BarChartHighestQuarterlyReturn

13.06%

Lowest Quarterly Return, Label

rr_LowestQuarterlyReturnLabel

Lowest Quarterly Return:

Lowest Quarterly Return, Date

rr_BarChartLowestQuarterlyReturnDate

Jun. 30, 2012

Lowest Quarterly Return

rr_BarChartLowestQuarterlyReturn

(4.46%)

Index No Deduction for Fees, Expenses, Taxes [Text]

rr_IndexNoDeductionForFeesExpensesTaxes

(reflects no deduction for fees, expenses or taxes)

Performance Table Uses Highest Federal Rate

rr_PerformanceTableUsesHighestFederalRate

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and does not reflect the impact of state and local taxes.

Performance Table Not Relevant to Tax Deferred

rr_PerformanceTableNotRelevantToTaxDeferred

Actual after-tax returns depend on the individual investor's situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts ("IRAs").

Performance Table Closing [Text Block]

rr_PerformanceTableClosingTextBlock

The “Return After Taxes on Distributions” shows the effect of taxable distributions (dividends and capital gains distributions), but assumes that you still hold Fund shares at the end of the period.  The “Return After Taxes on Distributions and Sale of Fund Shares” shows the effect of both taxable distributions and any taxable gain or loss that would be realized if a Fund’s shares were sold at the end of the specified period.  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and does not reflect the impact of state and local taxes.  Actual after-tax returns depend on the individual investor’s situation and may differ from those shown.  Furthermore, the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”).

Caption

rr_AverageAnnualReturnCaption

Average Annual Total Return as of December 31, 2012

S&P 500® Index (reflects no deduction for fees, expenses or taxes)

Risk/Return:

rr_RiskReturnAbstract

Label

rr_AverageAnnualReturnLabel

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

Average Annual Returns, 1 Year

rr_AverageAnnualReturnYear01

16.00%

Average Annual Returns, Since Inception

rr_AverageAnnualReturnSinceInception

6.53%

Average Annual Returns, Inception Date

rr_AverageAnnualReturnInceptionDate

Apr. 08, 2011

GoodHaven Fund

Risk/Return:

rr_RiskReturnAbstract

Redemption Fee (as a percentage of Amount Redeemed)

rr_RedemptionFeeOverRedemption

(2.00%)

Management Fees

rr_ManagementFeesOverAssets

0.90%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

none

Other Expenses

rr_OtherExpensesOverAssets

0.20%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

1.10%

Expense Example, with Redemption, 1 Year

rr_ExpenseExampleYear01

112

Expense Example, with Redemption, 3 Years

rr_ExpenseExampleYear03

350

Expense Example, with Redemption, 5 Years

rr_ExpenseExampleYear05

606

Expense Example, with Redemption, 10 Years

rr_ExpenseExampleYear10

1,340

Annual Return 2012

rr_AnnualReturn2012

19.50%

Label

rr_AverageAnnualReturnLabel

Return Before Taxes

Average Annual Returns, 1 Year

rr_AverageAnnualReturnYear01

19.50%

Average Annual Returns, Since Inception

rr_AverageAnnualReturnSinceInception

11.60%

Average Annual Returns, Inception Date

rr_AverageAnnualReturnInceptionDate

Apr. 08, 2011

GoodHaven Fund | After Taxes on Distributions

Risk/Return:

rr_RiskReturnAbstract

Label

rr_AverageAnnualReturnLabel

Return After Taxes on Distributions

Average Annual Returns, 1 Year

rr_AverageAnnualReturnYear01

19.12%

Average Annual Returns, Since Inception

rr_AverageAnnualReturnSinceInception

11.39%

GoodHaven Fund | After Taxes on Distributions and Sale of Fund Shares

Risk/Return:

rr_RiskReturnAbstract

Label

rr_AverageAnnualReturnLabel

Return After Taxes on Distributions and Sale of Fund Shares

Average Annual Returns, 1 Year

rr_AverageAnnualReturnYear01

13.00%

Average Annual Returns, Since Inception

rr_AverageAnnualReturnSinceInception

9.88%

[1] Other Expenses include all of the Fund's customary day-to-day expenses such as custodial, transfer agency, administration, legal and audit fees. Other Expenses do not include (a) any charges associated with the execution of portfolio transactions, such as brokerage commissions, transaction charges, acquired fund fees and related expenses or other transaction-related expenses (such as stamp taxes), (b) taxes, if any, imposed on the Fund, (c) interest, if any, on any Fund borrowings, or (d) extraordinary Fund legal expenses incurred outside of the normal operation of the Fund, such as legal fees, arbitration fees, or related expenses in connection with any actual or threatened arbitration, mediation, or litigation.

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GoodHaven Fund | GoodHaven Fund

GoodHaven Fund

Investment Objective

The GoodHaven Fund (the “Fund”) seeks to achieve long-term growth of capital.

Fees and Expenses of the Fund

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Shareholder Fees	GoodHaven Fund
Redemption Fee (as a percentage of amount redeemed within 60 days of purchase)	2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses		GoodHaven Fund
Management Fees		0.90%
Distribution and Service (12b-1) Fees		none
Other Expenses	[1]	0.20%
Total Annual Fund Operating Expenses		1.10%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example (USD $)	1 Year	3 Years	5 Years	10 Years
GoodHaven Fund	112	350	606	1,340

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the above example, affect the Fund’s performance.  During the most recent fiscal year ended November 30, 2012, the Fund’s portfolio turnover rate was 11% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund’s investment advisor, GoodHaven Capital Management, LLC (“GoodHaven” or the “Advisor”) attempts to achieve the Fund’s investment objective by investing in a focused portfolio of equity securities.  When selecting such equity investments, the Advisor looks for certain attractive corporate characteristics, such as, relatively high free cash flow yields, strong balance sheets, products or services that satisfy basic human needs, potential for long-term growth, and managers that have demonstrated skill in capital allocation and who have a significant ownership interest, although no particular characteristic is required for any specific investment.  From time to time, the Fund may also hold significant fixed-income investments or cash holdings.

To help identify appropriate fixed income investments, the Advisor generally looks for security issuers that are the subject of adverse publicity or stressed industry conditions; whose securities have declined in price despite reasonable future financial prospects; as well as issuers undergoing reorganization or bankruptcy where outstanding fixed-income securities may ultimately receive cash, new fixed-income securities, or an equity interest in a reorganized company.  In addition, the Advisor may purchase short-dated fixed income investments whose issuers are not stressed in lieu of holding large amounts of cash.

The proportion of the Fund’s assets invested in each type of asset class will vary from time to time based upon the Advisor’s assessment of the merits of specific security investments as well as general market and economic conditions.  Although the Fund’s focus is long-term, the Fund expects to shift from time to time among various asset classes and market sectors.  The Fund may also invest in companies of any size market capitalization.  At any given time, the Fund may invest up to 100% of its assets in foreign securities and up to 50% of its net assets in emerging market securities.  The Fund is non-diversified, meaning that the Fund will invest a greater percentage of its assets in significantly fewer securities than a diversified fund.

The equity securities in which the Fund primarily invests include common and preferred stock (including convertible preferred stock).  However, the Fund may also invest in equity securities such as partnership interests, business trust shares, interests in real estate investment trusts (“REITs”), rights and warrants to subscribe for the purchase of equity securities and American Depositary Receipts (“ADRs”) or similar securities.  The fixed-income securities in which the Fund may invest, include U.S. corporate debt securities, non-U.S. corporate debt securities, bank debt (including bank loans and participations), municipal debt securities, U.S. government and agency debt securities, short-term debt obligations of foreign governments and foreign money-market instruments.  The Fund typically invests in fixed-income securities to benefit from prevailing yields that the Advisor’s fundamental research indicates are higher than warranted, without focusing on the coupon, duration or maturity of a particular issue or credit rating of that issuer.

The Fund may also invest in “special situations.”  Special situations occur when the securities of a company or other entity are expected to appreciate within a reasonable time due to entity-specific developments rather than general business conditions or movements of the market as a whole.  Such developments and situations include, but are not limited to:

· liquidations	· mergers
· reorganizations	· management changes
· recapitalizations	· technological developments

The Advisor may sell a security for a variety of reasons, including without limitation:  (1) a security subsequently fails to meet the Advisor’s initial investment criteria; (2) an issuer-specific event, such as a proposed or completed acquisition or recapitalization changes the fundamental appeal of the company; (3) upon analysis, a new security is judged more attractive than a current holding; (4) a change in view with respect to company, industry or general market conditions; or (5) the need to meet investor redemptions of Fund shares.

Principal Investment Risks

There is the risk that you could lose all or a portion of your investment in the Fund.  The following riskscould affect the value of your investmentin the Fund:

·   General Market Risk.  The market price of a security may fluctuate, sometimes rapidly and unpredictably.  These fluctuations may cause a security to be worth less than its cost when originally purchased or less than it was worth at an earlier time.

·   Equity Market Risk.  Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in price.

·   Interest Rate Risk.  Interest rates may rise resulting in a decrease in the value of the securities held by the Fund.

·   Credit Risk.  If issuers of fixed income securities in which the Fund invests experience unanticipated financial problems, their securities are likely to decline in value.

·   High Yield Securities/Junk Bond Risk.  The value of fixed income securities held by the Fund that are rated below investment grade are subject to additional risk factors such as increased possibility of default, decreased liquidity of the security, and changes in value based on public perception of the issuer.

·   Municipal Securities Risk.  Securities issued by governmental entities on behalf of political subdivisions, agencies, other municipal entities, or private parties may decline as a result of a weakened capacity to make principal and interest payments under certain economic conditions or other circumstances.  Moreover, a change to the tax treatment of municipal securities under Federal law could have an adverse impact on prices of these securities.

·   REIT Risk.  REITs may be subject to certain risks associated with the direct ownership of real property, including declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses and variations in rental income.

·   Small- and Medium-Sized Companies Risk.  Investing in securities of smaller companies including micro-cap, small-cap, medium-cap and less seasoned companies often involve greater volatility than investing in larger, more established companies and these securities may be less liquid than other securities.

·   Foreign Securities and Emerging Markets Risk.Foreign securities involve increased risks due to political, social and economic developments abroad, as well as due to differences between U.S. and foreign regulatory practices.  These risks are enhanced in emerging markets.

·   Currency Risk.  Fluctuations in currency exchange rates and currency transfer restitution may adversely affect the value of the Fund’s investments in foreign securities, which are denominated or quoted in currencies other than the U.S. dollar.

·   Bank Debt Risk.  Investments in bank debt involve credit risk, interest rate risk, liquidity risk and other risks, including the risk that any loan collateral may become impaired or that the Fund may obtain less than the full value for the loan interests when sold.

·   Special Situations Risk.  Investments in special situations may involve greater risks when compared to the Fund’s other strategies due to a variety of factors.  Mergers, reorganizations, liquidations or recapitalizations may not be completed on the terms originally contemplated, or may fail.  Expected developments may not occur in a timely manner, or at all.

·   Non-Diversification Risk.The Fund is non-diversified for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”). To the extent that the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities become permanently impaired.

·   Management Risk.  The Advisor may fail to implement the Fund’s investment strategies and meet its investment objective.

·   Limited History.  The Fund has a limited operating history and there can be no assurance that the Fund will grow to or maintain an economically viable size.

Performance

The following performance information provides some indication of the risks of investing in the GoodHaven Fund.  The bar chart below illustrates how the Fund performed in its first full calendar year of operations.  The table on the next page illustrates how the Fund’s average annual total returns for the 1-year and since inception periods compare with that of a broad-based securities index.  This comparison is provided to offer a broader market perspective.  The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future and does not guarantee future results.  Updated performance information is available on the Fund’s website at www.goodhavenfunds.com.

Calendar Year Total Return

Highest Quarterly Return:	Q1, 2012	13.06%
Lowest Quarterly Return:	Q2, 2012	-4.46%

Average Annual Total Return as of December 31, 2012

Average Annual Returns	Label	Average Annual Returns, 1 Year	Average Annual Returns, Since Inception	Average Annual Returns, Inception Date
GoodHaven Fund	Return Before Taxes	19.50%	11.60%	Apr. 08, 2011
GoodHaven Fund After Taxes on Distributions	Return After Taxes on Distributions	19.12%	11.39%
GoodHaven Fund After Taxes on Distributions and Sale of Fund Shares	Return After Taxes on Distributions and Sale of Fund Shares	13.00%	9.88%
GoodHaven Fund S&P 500® Index (reflects no deduction for fees, expenses or taxes)	S&P 500 Index (reflects no deduction for fees, expenses or taxes)	16.00%	6.53%	Apr. 08, 2011

The “Return After Taxes on Distributions” shows the effect of taxable distributions (dividends and capital gains distributions), but assumes that you still hold Fund shares at the end of the period.  The “Return After Taxes on Distributions and Sale of Fund Shares” shows the effect of both taxable distributions and any taxable gain or loss that would be realized if a Fund’s shares were sold at the end of the specified period.  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and does not reflect the impact of state and local taxes.  Actual after-tax returns depend on the individual investor’s situation and may differ from those shown.  Furthermore, the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”).

[1] Other Expenses include all of the Fund's customary day-to-day expenses such as custodial, transfer agency, administration, legal and audit fees. Other Expenses do not include (a) any charges associated with the execution of portfolio transactions, such as brokerage commissions, transaction charges, acquired fund fees and related expenses or other transaction-related expenses (such as stamp taxes), (b) taxes, if any, imposed on the Fund, (c) interest, if any, on any Fund borrowings, or (d) extraordinary Fund legal expenses incurred outside of the normal operation of the Fund, such as legal fees, arbitration fees, or related expenses in connection with any actual or threatened arbitration, mediation, or litigation.

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Document and Entity Information	0 Months Ended
	Nov. 30, 2012
Risk/Return:
Document Type	485BPOS
Document Period End Date	Nov. 30, 2012
Registrant Name	PROFESSIONALLY MANAGED PORTFOLIOS
Central Index Key	0000811030
Amendment Flag	false
Document Creation Date	Mar. 26, 2013
Document Effective Date	Mar. 29, 2013
Prospectus Date	Mar. 29, 2013
GoodHaven Fund | GoodHaven Fund | GoodHaven Fund
Risk/Return:
Trading Symbol	GOODX