AMENDMENT TO THE

PROFESSIONALLY MANAGED PORTFOLIOS

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT, dated as of the 1st day of March, 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 Muzinich funds listed on Exhibit Y attached hereto (as amended from time to time),and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add funds; 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 Y to the Agreement is hereby added and 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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Exhibit Y to the

Professionally Managed Portfolios Fund Accounting Servicing Agreement

Name of Series	Date Added
Muzinich Short Duration High Yield Corporate Debt Fund	on or after March 1, 2012
Muzinich U.S. High Yield Corporate Bund Fund	on or after March 1, 2012
Muzinich Credit Opportunities Fund	on or after March 1, 2012
Muzinich High Income Floating Rate Fund	on or after March 1, 2012

FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE, AND

CHIEF COMPLIANCE OFFICER (CCO) SERVICES FEE SCHEDULE

 March, 2012

Annual Fee Based Upon Average Net Assets Per Fund*

        [  ] basis points on the first $[  ] million

        [  ] basis points on the next $[  ] million

        [  ] basis points on the balance

Minimum annual fee:  $[  ] per fund

§Additional fee of $[  ] for each additional class

§Additional fee of $[  ] per manager/sub-advisor per fund

Services Included in Annual Fee Per Fund

§Daily Performance Reporting

§Advisor Information Source Web Portal

§USBFS Legal Administration (e.g., registration statement update)

CCO Annual Fees (Per Advisor Relationship/Fund)*

§$[  ] /fund (subject to change based on Board review and approval)

§$[  ] / sub-advisor per fund

Out-Of-Pocket Expenses

Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider costs (including GICS, MSCI, etc), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.

Additional Services

Available but not included above are the following services – Daily compliance testing (Charles River), Section 15(c) reporting, equity attribution, electronic Board book portal (BookMark), and additional services mutually agreed upon.

*Subject to annual CPI increase, Milwaukee MSA.

Fees are billed monthly.

Advisor’s Signature below acknowledges approval of the fee schedule above.

MUZINICH & CO., INC.

By:_______________________________

Name:____________________________

Title:_____________________________    Date:_____________________________

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Exhibit Y (continued) to the

Professionally Managed Portfolios Fund Accounting Agreement

FUND ACCOUNTING SERVICES

SUPPLEMENTAL SERVICES

FEE SCHEDULE at March, 2012

Pricing Services*

§$[  ] - Domestic Equities, Options, ADRs

§$[  ] - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency

                   Rates

§$[  ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency

                   Bonds, Asset Backed Securities, Mortgage Backed Securities

§$[  ] - Bank Loans

§$[  ] - Credit Default Swaps

§$[  ] - Swaptions, Index Swaps

§$[  ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps

Corporate Action & Manual Pricing Services

§$[  ] /Foreign Equity Security per Month for Corporate Action Service

§$[  ] /Domestic Equity Security per Month for Corporate Action Service

§$[  ] /Month Manual Security Pricing (>[  ]/day)

Fair Value Services (Interactive Data)*

§$[  ] on the First [  ] Securities

§$[  ] on the Balance of Securities

* Per security per fund per pricing day.

NOTE: Prices above are based on using IDC as the primary pricing service and are subject to change.  Use of alternative and/or additional sources may result in additional fees.

Advisor’s Signature below acknowledges approval of the fee schedule above.

MUZINICH & CO., INC.

By:_______________________________

Name:____________________________

Title:_____________________________    Date:_____________________________

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