AMENDMENT TO THE

PROFESSIONALLY MANAGED PORTFOLIOS

TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of the 15th day of May, 2013, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the “Transfer Agent Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of its separate series, the Villere Funds and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Agreement; and

WHEREAS, the parties desire to amend a series of the Trust to add theVillere Equity Fund and amend the fees; and

WHEREAS, Section 12 of the Transfer Agent Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit P to the Transfer Agent Agreement is hereby superseded and replaced with Amended Exhibit P attached hereto.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/ Elaine E. Richards	By:   /s/ Michael R. McVoy
Name:  Elaine E. Richards	Name:  Michael R. McVoy
Title:  President	Title: Executive Vice President

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Amended Exhibit P to the PMP Transfer Agent Servicing Agreement

Name of Series	Date Added
Villere Balanced Fund
Villere Equity Fund	On or after May 31, 2013

TRANSFER AGENT & SHAREHOLDER SERVICES ANNUAL FEE SCHEDULE at May, 2013

Service Charges to the Fund* Shareholder Account Fee (Subject to Minimum) ¨No-Load  - $[ ] /account ¨Closed Accounts – $[ ] /account Annual Minimum : ¨$[ ] per no-load fund Activity Charges ¨Telephone Calls - $[ ] /call ¨E-mail Services          o$[ ] /month administration          o$[ ] /e-mail received ¨Draft Check Processing - $[ ] /draft ¨Daily Valuation Trades - $[ ] /trade ¨Lost Shareholder Search - $[ ] /search ¨AML New Account Service - $[ ]/new domestic accounts and $[ ]/new foreign account ¨ACH/EFT Shareholder Services: $[ ] /month/fund group $[ ] /ACH item, setup, change $[ ] /correction, reversal Out-of-pocket Costs - Including but not limited to: ¨Telephone toll-free lines, call transfers, etc. ¨Mailing, sorting and postage ¨Stationery, envelopes ¨Programming, special reports ¨Insurance, record retention, microfilm/fiche ¨Proxies, proxy services ¨NSCC processing charges ¨All other out-of-pocket expenses Fees are billed monthly. *Subject to CPI increase, Milwaukee MSA.

Service Charges to Investors/Shareholders Qualified Plan Fees (Billed to Investors) ¨$[ ] /qualified plan acct (Cap at $[ ]/SSN) ¨$[ ] /Coverdell ESA acct (Cap at $[ ]/SSN) ¨$[ ] /transfer to successor trustee ¨$[ ] /participant distribution (Excluding SWPs) ¨$[ ] /refund of excess contribution Additional Shareholder Fees (Billed to Investors) ¨$[ ] /outgoing wire transfer ¨$[ ] /overnight delivery ¨$[ ] /telephone exchange ¨$[ ] /return check or ACH ¨$[ ] /stop payment ¨$[ ] /research request (Cap at $[ ]/request) (For requested items of the second calendar year [or previous] to the request) Technology Charges 1.      Fund Group Setup (first cusip) - $[ ] /fund group 2.      Fund Setup - $[ ] /cusip (beyond first cusip) 3.      NSCC Service Interface – All NSCC Services          ¨Setup - $[ ] /fund group          ¨Annual - $[ ] /cusip/year 4.      Telecommunications and Voice Services          ¨Service Setup - $[ ] ATT transfer connect          ¨VRU Setup - $[ ] /fund group          ¨VRU Maintenance - $[ ] /cusip/month          ¨$[ ] /voice response call          ¨$[ ] /voice recognition call 5.Asset Allocation Services - $[ ] /account group/year ([ ] reallocations) 6.12b-1 Aging - $[ ] /account/year 7.Cost Basis Reporting – $[ ] /account/year 8.Development/Programming – $[ ] /hour 9.File Transmissions – subject to requirements 10.Selects – $[ ] per select 11.ReportSource – No Charge for first ID; $[ ] /month/add’l ID 12.Extraordinary services – charged as incurred      ¨Custom processing, re-processing      ¨All other extraordinary services

Advisor’s Signature below acknowledges approval of the fee schedule on this Amended Exhibit P.

ST. DENIS J. VILLERE & CO., LLC

Name: /s/ George V. Young

Title: ________________________________

Date:___________________________

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