Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

As filed with the Securities and Exchange Commission on August 29, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number (811-05037)

Professionally Managed Portfolios

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Elaine E. Richards

Professionally Managed Portfolios

2020 E. Financial Way, Ste. 100

Glendora, CA 91741

(Name and address of agent for service)

(626) 914-7363

Registrant's telephone number, including area code

Date of fiscal year end: March 31

Date of reporting period: June 30, 2013

Item 1. Schedule of Investments.

OSTERWEIS FUND
SCHEDULE OF INVESTMENTS at June 30, 2013 (Unaudited)

Shares			Value
Common Stocks: 79.2.%
Aerospace & Defense: 3.4%
	218,520	Boeing Co.	$	22,385,189
	508,665	Spirit AeroSystems Holdings, Inc. - Class A 1		10,926,124
				33,311,313
Beverages: 2.3%
	190,605	Diageo Plc - ADR		21,910,045

Commercial Banks: 0.9%
	235,630	First Republic Bank		9,067,042

Containers & Packaging: 5.7%
	695,625	Crown Holdings, Inc. 1		28,611,056
	955,605	Owens-Illinois, Inc. 1		26,556,263
				55,167,319
Diversified Financial Services: 1.9%
	3,334,640	BM&FBovespa SA		18,321,952

Food Products: 2.8%
	690,590	Unilever NV - ADR		27,147,093

Gas Utilities: 2.5%
	1,017,290	Questar Corp.		24,262,367

Health Care Equipment & Supplies: 4.8%
	1,129,885	Hologic, Inc. 1		21,806,781
	326,670	Teleflex, Inc.		25,313,658
				47,120,439
Health Care Providers & Services: 3.3%
	1,130,030	HealthSouth Corp. 1		32,544,864

Insurance: 4.7%
	77,705	Alleghany Corp. 1		29,785,104
	984,655	Symetra Financial Corp.		15,744,633
				45,529,737
Internet & Catalog Retail: 2.0%
	855,035	Liberty Interactive Corp. - Class A 1		19,674,355

Internet Software & Services: 3.1%
	34,530	Google, Inc. - Class A 1		30,399,176

Media: 8.2%
	1,033,740	Cinemark Holdings, Inc.		28,862,021
	329,135	DIRECTV 1		20,281,299
	452,180	Viacom, Inc. - Class B		30,770,849
				79,914,169

Multiline Retail: 1.4%
	1,062,145	Marks & Spencer Group Plc - ADR	$	13,903,478

Office Electronics: 1.6%
	1,770,800	Xerox Corp.		16,061,156

Oil, Gas & Consumable Fuels: 4.9%
	1,345,483	Cosan Limited - Class A		21,743,005
	288,400	Occidental Petroleum Corp.		25,733,932
				47,476,937
Pharmaceuticals: 11.6%
	265,750	Bayer AG - ADR		28,347,552
	354,595	Johnson & Johnson		30,445,527
	198,255	Novartis AG - ADR		14,018,611
	463,963	Valeant Pharmaceuticals International, Inc. 1		39,937,935
				112,749,625

Semiconductors & Semiconductor Equipment: 1.6%
	2,090,945	Atmel Corp. 1		15,368,446

Software: 2.0%
	624,675	Oracle Corporation		19,190,016

Specialty Retail: 2.3%
	310,290	Bed Bath & Beyond, Inc. 1		21,999,561

Thrifts & Mortgage Finance: 2.3%
	589,685	Nationstar Mortgage Holdings, Inc. 1		22,077,806

Trading Companies & Distributors: 3.2%
	1,124,156	Air Lease Corp.		31,015,464

Water Utilities: 2.7%
	647,605	American Water Works Co., Inc.		26,700,754

Total Common Stocks
(Cost $520,920,682)				770,913,114

Partnerships & Trusts: 9.1%
Oil, Gas & Consumable Fuels: 9.1%
	714,365	Atlas Pipeline Partners L.P.		27,281,599
	484,315	Enterprise Products Partners L.P.		30,100,177
	564,999	Magellan Midstream Partners L.P.		30,792,446
				88,174,222
Total Partnerships & Trusts
(Cost $40,366,230)				88,174,222

Real Estate Investment Trusts: 4.4%
	3,123,335	New Residential Investment Corp.	$	21,051,278
	4,185,225	Newcastle Investment Corp.		21,888,726

Total Real Estate Investment Trusts
(Cost $38,887,934)				42,940,004

Short-Term Investments: 6.9%
	67,432,647	Federated U.S. Treasury Cash Reserves, 0.00% 2		67,432,647

Total Short-Term Investments
(Cost $67,432,647)				67,432,647

Total Investments in Securities: 99.6%
(Cost $667,607,493)				969,459,987
Other Assets in Excess of Liabilities: 0.4 %				3,877,558
Total Net Assets: 100.0 %			$	973,337,545

ADR - American Depositary Receipt
1 Non-income producing security.
2 Annualized seven-day yield as of June 30, 2013.

The cost basis of investments for federal income tax purposes at June 30, 2013 was as follows + :

Cost of investments			$	662,828,982
Gross unrealized appreciation				314,050,346
Gross unrealized depreciation				(7,419,341	)
Net unrealized appreciation			$	306,631,005

+ Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

The Global Industry Classification Standard (GICS®) was developed by and is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P). GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund's Administrator, U.S. Bancorp Fund Services, LLC.

Summary of Fair Value Disclosure at June 30, 2013 (Unaudited)


The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. • Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. • Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2013:

	Level 1		Level 2		Level 3

Common Stocks ^	$	770,913,114	$	-	$	-
Partnerships & Trusts^		88,174,222		-		-
Real Estate Investment Trusts		42,940,004		-		-
Short-Term Investments		67,432,647		-		-
Total Investments	$	969,459,987	$	-	$	-

^ See Schedule of Investments for industry breakouts.

The Fund did not invest in any Level 3 securities or have transfers into or out of Level 1 or Level 2 securities during the period. The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur.

OSTERWEIS STRATEGIC INCOME FUND
SCHEDULE OF INVESTMENTS at June 30, 2013 (Unaudited)

Principal Amount			Value
Bonds: 86.6%
Corporate Bonds: 79.1%
Aerospace & Defense: 1.7%
		AAR Corp.
$	9,970,000	7.250%, 01/15/2022	$	10,742,675
		ADS Tactical, Inc.
	29,184,000	11.000%, 04/01/2018 1		28,308,480
		Erickson Air-Crane, Inc.
	19,000,000	8.250%, 05/01/2020 1		18,548,750
				57,599,905
Auto Components: 0.7%
		Stoneridge, Inc.
	21,720,000	9.500%, 10/15/2017 1		23,349,000

Beverages: 0.3%
		Cott Beverages, Inc.
	9,582,000	8.375%, 11/15/2017		10,144,942

Building Products: 0.3%
		Cleaver-Brooks, Inc.
	9,700,000	8.750%, 12/15/2019 1		10,209,250

Capital Markets: 2.6%
		E*Trade Financial Corp.
	39,750,000	6.000%, 11/15/2017		40,346,250
	14,750,000	6.375%, 11/15/2019		15,045,000
		Oppenheimer Holdings, Inc.
	29,240,000	8.750%, 04/15/2018		30,921,300
				86,312,550
Chemicals: 1.2%
		Intertape Polymer Group
	8,124,000	8.500%, 08/01/2014		8,103,690
		Trinseo Materials Operating SCA
	33,850,000	8.750%, 02/01/2019 1		32,496,000
				40,599,690
Commercial Banks: 0.4%
		CIT Group, Inc.
	14,595,000	5.250%, 04/01/2014 1		14,850,412

Commercial Services & Supplies: 3.0%
		American Reprographics Co.
	26,618,000	10.500%, 12/15/2016		26,684,545
		Deluxe Corp.
	19,750,000	6.000%, 11/15/2020		20,540,000
		Interface, Inc.
	3,325,000	11.375%, 11/01/2013		3,312,531
		R.R. Donnelley & Sons Co.
	8,645,000	8.600%, 08/15/2016		9,898,525
	33,865,000	8.250%, 03/15/2019		35,727,575
	3,750,000	7.875%, 03/15/2021		3,843,750
				100,006,926

Construction & Engineering: 0.4%
		RSC Holdings, Inc.
$	12,533,000	10.250%, 11/15/2019	$	14,099,625

Construction Materials: 1.3%
		Associated Asphalt Partners LLC
	17,000,000	8.500%, 02/15/2018 1		17,255,000
		Rain CII Carbon LLC
	25,281,000	8.000%, 12/01/2018 1		26,039,430
				43,294,430
Consumer Finance: 1.2%
		Cash America International, Inc.
	29,000,000	5.750%, 05/15/2018 1		27,840,000
		SLM Corp.
	12,805,000	5.000%, 10/01/2013		12,885,031
				40,725,031
Containers & Packaging: 3.2%
		Longview Fibre Paper & Packaging, Inc.
	47,601,000	8.000%, 06/01/2016 1		49,683,544
		Packaging Dynamics Corp.
	57,505,000	8.750%, 02/01/2016 1		58,367,575
				108,051,119
Diversified Consumer Services: 0.6%
		Coinstar, Inc.
	19,000,000	6.000%, 03/15/2019 1		19,023,750

Diversified Financial Services: 3.2%
		AerCap Holdings N.V.
	11,125,000	6.375%, 05/30/2017		11,736,875
		Air Lease Corp.
	39,980,000	4.500%, 01/15/2016		40,379,800
	5,600,000	6.125%, 04/01/2017 2		5,824,000
		International Lease Finance Corp.
	13,000,000	6.625%, 11/15/2013		13,211,250
	7,000,000	4.875%, 04/01/2015		7,140,000
		Milestone Aviation Group Ltd.
	29,500,000	8.625%, 12/15/2017 1		30,753,750
				109,045,675
Diversified Telecommunication Services: 0.5%
		West Corp.
	16,639,000	8.625%, 10/01/2018		17,866,126

Electrical Equipment: 1.4%
		Advanced Lighting Technologies, Inc.
	25,050,000	10.500%, 06/01/2019 1		22,545,000
		Coleman Cable, Inc.
	24,925,000	9.000%, 02/15/2018		26,545,125
				49,090,125
Energy Equipment & Services: 7.3%
		CCS-Inc.
	58,600,000	11.000%, 11/15/2015 1		59,186,000
		Era Group, Inc.
	19,500,000	7.750%, 12/15/2022		19,597,500
		Heckmann Corp.
	32,755,000	9.875%, 04/15/2018		34,556,525
	28,000,000	9.875%, 04/15/2018 1		29,330,000
		Helix Energy Solutions Group, Inc.
	56,703,000	9.500%, 01/15/2016 1		58,304,860
		Ion Geophysical Corp.
	48,250,000	8.125%, 05/15/2018 1		46,802,500
				247,777,385

Food & Staples Retailing: 3.1%
		Spartan Stores, Inc.
$	45,000,000	6.625%, 12/15/2016 1,3	$	46,820,668
		Tops Holding Corp.
	31,500,000	8.875%, 12/15/2017 1		34,256,250
		Tops Holding II Corp.
	24,500,000	8.750%, 06/15/2018 1		24,163,125
				105,240,043
Food Products: 0.4%
		Shearer's Foods, Inc.
	13,110,000	9.000%, 11/01/2019 1		13,929,375

Health Care Equipment & Supplies: 1.0%
		Alere, Inc.
	30,415,000	8.625%, 10/01/2018		32,239,900

Health Care Providers & Services: 2.3%
		HCA, Inc.
	11,725,000	6.750%, 07/15/2013		11,736,725
	30,326,000	5.750%, 03/15/2014		31,008,335
		VWR Funding, Inc.
	33,550,000	7.250%, 09/15/2017		34,892,000
				77,637,060
Hotels, Restaurants & Leisure: 5.3%
		Boyd Gaming Corp.
	29,299,000	9.125%, 12/01/2018		30,690,703
		Carrols Restaurant Group, Inc.
	28,453,000	11.250%, 05/15/2018		32,151,890
		Fiesta Restaurant Group, Inc.
	60,787,000	8.875%, 08/15/2016		65,042,090
		Ruby Tuesday, Inc.
	51,279,000	7.625%, 05/15/2020		51,279,000
				179,163,683
Household Durables: 2.6%
		Blyth, Inc.
	49,000,000	6.000%, 06/30/2017		50,194,620
		Ethan Allen Interiors, Inc.
	37,470,000	5.375%, 10/01/2015		38,968,800
				89,163,420
Household Products: 0.9%
		Sun Products Corp.
	32,000,000	7.750%, 03/15/2021 1		31,920,000

Industrial Conglomerates: 0.8%
		Icahn Enterprises L.P.
	26,450,000	7.750%, 01/15/2016		27,342,688

IT Services: 0.7%
		Unisys Corp.
	22,000,000	6.250%, 08/15/2017		23,430,000

Leisure Equipment & Products: 1.5%
		Smith & Wesson Holding Corp.
	49,500,000	5.875%, 06/15/2017 1,3		49,500,000

Media: 4.3%
		Lions Gate Entertainment, Inc.
$	34,460,000	10.250%, 11/01/2016 1	$	37,087,575
	56,390,000	10.250%, 11/01/2016		60,689,738
		MDC Partners, Inc.
	34,550,000	6.750%, 04/01/2020 1		34,636,375
		Regal Entertainment Group
	12,415,000	9.125%, 08/15/2018		13,718,575
				146,132,263
Metals & Mining: 5.6%
		A.M. Castle & Co.
	25,000,000	12.750%, 12/15/2016		28,875,000
		Coeur d'Alene Mines Corp.
	25,500,000	7.875%, 02/01/2021 1		25,245,000
		Edgen Murray Corp.
	25,500,000	8.750%, 11/01/2020 1		25,500,000
		Hecla Mining Co.
	31,500,000	6.875%, 05/01/2021 1		29,373,750
		Horsehead Holding Corp.
	56,575,000	10.500%, 06/01/2017 1		60,110,938
	18,000,000	10.500%, 06/01/2017 1,3		19,125,000
				188,229,688
Multiline Retail: 0.6%
		Bon-Ton Department Stores, Inc.
	21,000,000	8.000%, 06/15/2021 1		21,446,250

Oil, Gas & Consumable Fuels: 8.8%
		Alon Refining Krotz Springs, Inc.
	22,696,000	13.500%, 10/15/2014		24,199,610
		Arch Coal, Inc.
	29,855,000	8.750%, 08/01/2016		30,004,275
		Armstrong Energy, Inc.
	19,995,000	11.750%, 12/15/2019 1		19,095,225
		Bill Barrett Corp.
	15,332,000	9.875%, 07/15/2016		16,138,847
		Calumet Specialty Products Partners, L.P.
	6,200,000	9.625%, 08/01/2020 1		6,773,500
		RAAM Global Energy Co.
	2,500,000	12.500%, 10/01/2015 1		2,637,500
	19,450,000	12.500%, 10/01/2015		20,519,750
		Resolute Energy Corp.
	47,660,000	8.500%, 05/01/2020		48,732,350
		Stone Energy Corp.
	65,895,000	8.625%, 02/01/2017		69,025,012
		Targa Resource Partners L.P.
	16,454,000	11.250%, 07/15/2017		17,428,488
		Vanguard Natural Resources, LLC
	40,500,000	7.875%, 04/01/2020		41,715,000
				296,269,557
Paper & Forest Products: 1.4%
		Resolute Forest Products, Inc.
	51,500,000	5.875%, 05/15/2023 1		46,221,250

Pharmaceuticals: 1.9%
		Valeant Pharmaceuticals International, Inc.
$	51,376,000	6.500%, 07/15/2016 1	$	53,174,160
		VPII Escrow Corp.
	9,500,000	6.750%, 08/15/2018 1		9,749,375
				62,923,535
Road & Rail: 1.8%
		Swift Services Holdings, Inc.
	54,365,000	10.000%, 11/15/2018		60,345,150

Semiconductors & Semiconductor Equipment: 2.2%
		Global A&T Electronics Ltd.
	39,000,000	10.000%, 02/01/2019 1		39,877,500
		Spansion, Inc.
	34,435,000	7.875%, 11/15/2017 2		35,468,050
				75,345,550
Specialty Retail: 0.8%
		Best Buy Co., Inc.
	3,250,000	7.250%, 07/15/2013 2		3,270,313
		Brown Shoe Co., Inc.
	23,550,000	7.125%, 05/15/2019		24,727,500
				27,997,813
Thrifts & Mortgage Finance: 0.9%
		Nationstar Mortgage Holdings, Inc.
	15,145,000	10.875%, 04/01/2015		15,902,250
	13,349,000	9.625%, 05/01/2019		15,017,625
				30,919,875
Tobacco: 1.3%
		Alliance One International, Inc.
	42,972,000	10.000%, 07/15/2016		44,153,730

Trading Companies & Distributors: 0.2%
		Aviation Capital Group Corp.
	6,400,000	4.625%, 01/31/2018 1		6,307,027

Wireless Telecommunication Services: 1.4%
		NII Capital Corp.
	27,565,000	10.000%, 08/15/2016		26,875,875
	23,000,000	8.875%, 12/15/2019		19,665,000
				46,540,875
Total Corporate Bonds
(Cost $2,654,473,912)				2,674,444,673

Convertible Bonds: 7.5%
Aerospace & Defense: 1.8%
		AAR Corp.
	30,195,000	1.625%, 03/01/2014		30,213,872
	30,000,000	1.750%, 02/01/2015 1		29,793,750
				60,007,622
Air Freight & Logistics: 0.6%
		XPO Logistics, Inc.
	15,000,000	4.500%, 10/01/2017		18,665,625

Capital Markets: 0.2%
		Knight Capital Group, Inc.
	6,000,000	3.500%, 03/15/2015		6,026,250

Diversified Financial Services: 0.3%
		Air Lease Corp.
$	8,500,000	3.875%, 12/01/2018 1,2	$	10,545,312

Electrical Equipment: 0.5%
		General Cable Corp.
	18,164,000	0.875%, 11/15/2013		18,141,295

Health Care Equipment & Supplies: 0.7%
		Teleflex, Inc.
	18,150,000	3.875%, 08/01/2017		24,604,594

Industrial Conglomerates: 1.0%
		Icahn Enterprises L.P.
	1,000,000	4.000%, 08/15/2013 1,2		1,001,500
	33,739,000	4.000%, 08/15/2013		33,789,608
				34,791,108
Internet Software & Services: 0.2%
		Blucora, Inc.
	7,500,000	4.250%, 04/01/2019 1		8,414,063

Machinery: 0.2%
		Navistar International Corp.
	6,296,000	3.000%, 10/15/2014		6,146,470

Metals & Mining: 0.1%
		Horsehead Holding Corp.
	1,700,000	3.800%, 07/01/2017		1,822,187

Oil, Gas & Consumable Fuels: 0.5%
		Bill Barrett Corp.
	6,103,000	5.000%, 03/15/2028		6,114,474
		Stone Energy Corp.
	9,944,000	1.750%, 03/01/2017		9,247,920
				15,362,394
Tobacco: 1.4%
		Alliance One International, Inc.
	12,928,000	5.500%, 07/15/2014		13,178,480
		Vector Group Ltd.
	29,587,000	2.500%, 01/15/2019 2		34,714,723
				47,893,203
Total Convertible Bonds
(Cost $234,360,917)				252,420,123

Total Bonds
(Cost $2,888,834,829)				2,926,864,796

Shares
Short-Term Investments: 12.6%
	424,852,620	Federated U.S. Treasury Cash Reserves, 0.00% 4	$	424,852,620
Total Short-Term Investments
(Cost $424,852,620)				424,852,620
Total Investments in Securities: 99.2%
(Cost $3,313,687,449)				3,351,717,416
Other Assets in Excess of Liabilities: 0.8%				27,855,872
Total Net Assets: 100.0%			$	3,379,573,288

1 Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified, institutional buyers. At June 30, 2013, the value of these securities amounted to $1,259,597,769 or 37.3% of net assets.
2 Variable/Step rate security; rate shown is the rate in effect on June 30, 2013.
3 Security is fair valued under supervision of the Board of Trustees.
4 Annualized seven-day yield as of June 30, 2013.

The cost basis of investments for federal income tax purposes at June 30, 2013 was as follows + :

Cost of investments			$	3,313,802,010
Gross unrealized appreciation				71,977,717
Gross unrealized depreciation				(34,062,311	)
Net unrealized appreciation			$	37,915,406

+ Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

The Global Industry Classification Standard (GICS ®) was developed by and is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P). GICS ® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund's Administrator, U.S. Bancorp Fund Services, LLC.

Summary of Fair Value Disclosure at June 30, 2013 (Unaudited)

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. • Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. • Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2013:

				Level 1		Level 2		Level 3

Corporate Bonds^				$	-	$	2,558,999,005	$	115,445,668
Convertible Bonds^					-		252,420,123		-
Short-Term Investments					424,852,620		-		-
Total Investments				$	424,852,620	$	2,811,419,128	$	115,445,668

^ See Schedule of Investments for industry breakouts.

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. The following is a summary of transfers between Level 2 and Level 3 for the period ended June 30, 2013:

Transfers into Level 2	$	29,793,750
Transfers out of Level 3	$	(29,793,750	)

The transfer was due to this security being priced by the Fund's pricing service during the period using observable market inputs.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
	Investments in Securities at Fair Value
Balance as of March 31, 2013	$	77,587,500
Accrued discounts/premiums		-
Realized gain (loss)		-
Change in unrealized appreciation (depreciation)		(1,018,082	)
Purchases		68,670,000
Sales		-
Transfer in and/or out of Level 3		(29,793,750	)
Balance as of June 30, 2013	$	115,445,668

Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at June 30, 2013:	$	(811, 832	)


Type of Security	Fair Value at 6/30/2013			Valuation Techniques		Unobservable Input		Range
Corporate Bonds	$	49,500,000		Cost		Purchase price		$	100.00

		19,125,000		Comparable security		Base price		$	106.25 - $108.50

		46,820,668		Benchmark pricing		Base price		$	104.05-$105.75
						Total coupon adjusted return of index			-1.54%-0.00	%
Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. These Level 3 securities consist of recent debt offerings of which the Fund owns significant amounts of the offerings.

The Trust's valuation procedures have been adopted by the Trust's Board of Trustees, which has established a Valuation Committee to oversee valuation techniques. The Board of Trustees ratifies valuation techniques quarterly.

OSTERWEIS STRATEGIC INVESTMENT FUND
SCHEDULE OF INVESTMENTS at June 30, 2013 (Unaudited)

Shares			Value
Common Stocks: 54.0%
Aerospace & Defense: 3.5%
	41,330	Boeing Co.	$	4,233,845
	105,620	Spirit AeroSystems Holdings, Inc. - Class A 1		2,268,718
				6,502,563
Beverages: 1.1%
	18,125	Diageo Plc - ADR		2,083,469

Commercial Banks: 0.6%
	26,650	First Republic Bank		1,025,492

Containers & Packaging: 4.0%
	84,075	Crown Holdings, Inc. 1		3,458,005
	141,265	Owens-Illinois, Inc. 1		3,925,754
				7,383,759
Diversified Financial Services: 1.3%
	422,720	BM&FBovespa SA		2,322,606

Food Products: 1.2%
	54,350	Unilever NV - ADR		2,136,498

Gas Utilities: 1.8%
	143,925	Questar Corp.		3,432,611

Health Care Equipment & Supplies: 3.3%
	143,590	Hologic, Inc. 1		2,771,287
	42,590	Teleflex, Inc.		3,300,299
				6,071,586
Health Care Providers & Services: 2.0%
	131,485	HealthSouth Corp. 1		3,786,768

Insurance: 3.0%
	8,096	Alleghany Corp. 1		3,103,279
	149,660	Symetra Financial Corp.		2,393,063
				5,496,342
Internet & Catalog Retail: 1.9%
	155,715	Liberty Interactive Corp. - Class A 1		3,583,002

Internet Software & Services: 2.0%
	4,180	Google, Inc. - Class A 1		3,679,946

Media: 5.6%
	129,910	Cinemark Holdings, Inc.		3,627,087
	50,310	DIRECTV 1		3,100,102
	55,230	Viacom, Inc. - Class B		3,758,402
				10,485,591
Multiline Retail: 0.7%
	99,620	Marks & Spencer Group Plc - ADR		1,304,026

Office Electronics: 1.6%
	335,150	Xerox Corp.		3,039,811

Oil, Gas & Consumable Fuels: 2.9%
	102,530	Cosan Limited - Class A	$	1,656,885
	42,395	Occidental Petroleum Corp.		3,782,906
				5,439,791
Pharmaceuticals: 7.6%
	23,765	Bayer AG - ADR		2,535,013
	45,335	Johnson & Johnson		3,892,462
	41,350	Novartis AG - ADR		2,923,859
	56,284	Valeant Pharmaceuticals International, Inc. 1		4,844,926
				14,196,260
Semiconductors & Semiconductor Equipment: 1.0%
	245,320	Atmel Corp. 1		1,803,102

Software: 1.8%
	107,915	Oracle Corporation		3,315,149

Specialty Retail: 1.7%
	44,015	Bed Bath & Beyond, Inc. 1		3,120,664

Thrifts & Mortgage Finance: 1.4%
	69,055	Nationstar Mortgage Holdings, Inc. 1		2,585,419

Trading Companies & Distributors: 2.0%
	131,690	Air Lease Corp.		3,633,327

Water Utilities: 2.0%
	90,525	American Water Works Co., Inc.		3,732,346

Total Common Stocks
(Cost $87,520,801)				100,160,128

Partnerships & Trusts: 5.1%
Oil, Gas & Consumable Fuels: 5.1%
	103,425	Atlas Pipeline Partners L.P.		3,949,801
	42,900	Enterprise Products Partners L.P.		2,666,235
	52,255	Magellan Midstream Partners L.P.		2,847,897
				9,463,933
Total Partnerships & Trusts
(Cost $7,716,030)				9,463,933

Real Estate Investment Trusts: 3.1%
	437,765	New Residential Investment Corp.		2,950,536
	548,075	Newcastle Investment Corp.		2,866,432
				5,816,968
Total Real Estate Investment Trusts
(Cost $5,318,920)				5,816,968

Principal Amount
Bonds: 32.2%
Corporate Bonds: 30.4%
Aerospace & Defense: 0.8%
		ADS Tactical, Inc.
$	600,000	11.000%, 04/01/2018 2		582,000
		Erickson Air-Crane, Inc.
	1,000,000	8.250%, 05/01/2020 2		976,250
				1,558,250

Auto Components: 0.3%
		Stoneridge, Inc.
$	500,000	9.500%, 10/15/2017 2	$	537,500

Building Products: 0.3%
		Cleaver-Brooks, Inc.
	500,000	8.750%, 12/15/2019 2		526,250

Capital Markets: 0.8%
		E*Trade Financial Corp.
	250,000	6.000%, 11/15/2017		253,750
	250,000	6.375%, 11/15/2019		255,000
		Oppenheimer Holdings, Inc.
	1,000,000	8.750%, 04/15/2018		1,057,500
				1,566,250
Chemicals: 0.5%
		Intertape Polymer Group
	81,000	8.500%, 08/01/2014		80,798
		Trinseo Materials Operating SCA
	900,000	8.750%, 02/01/2019 2		864,000
				944,798
Commercial Services & Supplies: 1.3%
		Deluxe Corp.
	500,000	6.000%, 11/15/2020		520,000
		Interface, Inc.
	875,000	11.375%, 11/01/2013		871,719
		R.R. Donnelley & Sons Co.
	750,000	8.250%, 03/15/2019		791,250
	250,000	7.875%, 03/15/2021		256,250
				2,439,219
Construction Materials: 1.1%
		Associated Asphalt Partners LLC
	1,000,000	8.500%, 02/15/2018 2		1,015,000
		Rain CII Carbon LLC
	1,000,000	8.000%, 12/01/2018 2		1,030,000
				2,045,000
Consumer Finance: 0.5%
		Cash America International, Inc.
	1,000,000	5.750%, 05/15/2018 2		960,000

Containers & Packaging: 1.2%
		Longview Fibre Paper & Packaging, Inc.
	1,000,000	8.000%, 06/01/2016 2		1,043,750
		Packaging Dynamics Corp.
	1,100,000	8.750%, 02/01/2016 2		1,116,499
				2,160,249
Diversified Consumer Services: 0.5%
		Coinstar, Inc.
	1,000,000	6.000%, 03/15/2019 2		1,001,250

Diversified Financial Services: 1.0%
		Air Lease Corp.
	900,000	4.500%, 01/15/2016		909,000
		International Lease Finance Corp.
	500,000	6.625%, 11/15/2013		508,125
		Milestone Aviation Group Ltd.
	500,000	8.625%, 12/15/2017 2		521,250
				1,938,375

Diversified Telecommunication Services: 0.6%
		West Corp.
$	1,000,000	8.625%, 10/01/2018	$	1,073,750

Electrical Equipment: 0.8%
		Advanced Lighting Technologies, Inc.
	450,000	10.500%, 06/01/2019 2		405,000
		Coleman Cable, Inc.
	1,000,000	9.000%, 02/15/2018		1,065,000
				1,470,000
Energy Equipment & Services: 2.4%
		CCS-Inc.
	1,000,000	11.000%, 11/15/2015 2		1,010,000
		Era Group, Inc.
	500,000	7.750%, 12/15/2022		502,500
		Heckmann Corp.
	900,000	9.875%, 04/15/2018		949,500
		Helix Energy Solutions Group, Inc.
	979,000	9.500%, 01/15/2016 2		1,006,657
		Ion Geophysical Corp.
	1,000,000	8.125%, 05/15/2018 2		970,000
				4,438,657
Food & Staples Retailing: 0.6%
		Tops Holding Corp.
	500,000	8.875%, 12/15/2017 2		543,750
		Tops Holding II Corp.
	500,000	8.750%, 06/15/2018 2		493,125
				1,036,875
Food Products: 0.3%
		Shearer's Foods, Inc.
	500,000	9.000%, 11/01/2019 2		531,250

Health Care Equipment & Supplies: 0.6%
		Alere, Inc.
	1,000,000	8.625%, 10/01/2018		1,060,000

Health Care Providers & Services: 0.2%
		VWR Funding, Inc.
	450,000	7.250%, 09/15/2017		468,000

Hotels, Restaurants & Leisure: 2.1%
		Boyd Gaming Corp.
	750,000	9.125%, 12/01/2018		785,625
		Carrols Restaurant Group, Inc.
	1,000,000	11.250%, 05/15/2018		1,130,000
		Fiesta Restaurant Group, Inc.
	1,000,000	8.875%, 08/15/2016		1,070,000
		Ruby Tuesday, Inc.
	900,000	7.625%, 05/15/2020		900,000
				3,885,625
Household Durables: 1.1%
		Blyth, Inc.
	1,000,000	6.000%, 06/30/2017		1,024,380
		Ethan Allen Interiors, Inc.
	1,000,000	5.375%, 10/01/2015		1,040,000
				2,064,380

Household Products: 0.5%
		Sun Products Corp.
$	1,000,000	7.750%, 03/15/2021 2	$	997,500

Industrial Conglomerates: 0.6%
		Icahn Enterprises, L.P.
	1,000,000	7.750%, 01/15/2016		1,033,750

Leisure Equipment & Products: 0.3%
		Smith & Wesson Holding Corp.
	500,000	5.875%, 06/15/2017 2,4		500,000

Media: 1.2%
		Lions Gate Entertainment, Inc.
	1,000,000	10.250%, 11/01/2016 2		1,076,250
	200,000	10.250%, 11/01/2016		215,250
		MDC Partners, Inc.
	1,000,000	6.750%, 04/01/2020 2		1,002,500
				2,294,000
Metals & Mining: 2.1%
		A.M. Castle & Co.
	500,000	12.750%, 12/15/2016		577,500
		Coeur d'Alene Mines Corp.
	1,000,000	7.875%, 02/01/2021 2		990,000
		Edgen Murray Corp.
	500,000	8.750%, 11/01/2020 2		500,000
		Hecla Mining Co.
	1,000,000	6.875%, 05/01/2021 2		932,500
		Horsehead Holding Corp.
	900,000	10.500%, 06/01/2017 2		956,250
				3,956,250
Multiline Retail: 0.5%
		Bon-Ton Department Stores, Inc.
	1,000,000	8.000%, 06/15/2021 2		1,021,250

Oil, Gas & Consumable Fuels: 2.9%
		Alon Refining Krotz Springs, Inc.
	1,000,000	13.500%, 10/15/2014	1,066,250
		Bill Barrett Corp.
	400,000	9.875%, 07/15/2016	421,050
		Calumet Specialty Products Partners, L.P.
	400,000	9.625%, 08/01/2020 2	437,000
		RAAM Global Energy Co.
	500,000	12.500%, 10/01/2015 2	527,500
	250,000	12.500%, 10/01/2015	263,750
		Resolute Energy Corp.
	1,000,000	8.500%, 05/01/2020	1,022,500
		Stone Energy Corp.
	1,000,000	8.625%, 02/01/2017	1,047,500
		Vanguard Natural Resources, LLC
	500,000	7.875%, 04/01/2020	515,000
			5,300,550
Paper & Forest Products: 0.5%
		Resolute Forest Products, Inc.
	1,000,000	5.875%, 05/15/2023 2	897,500

Pharmaceuticals: 0.9%
		Valeant Pharmaceuticals International, Inc.
$	1,000,000	6.500%, 07/15/2016 2	$	1,035,000
		VPII Escrow Corp.
	500,000	6.750%, 08/15/2018 2		513,125
				1,548,125
Road & Rail: 0.6%
		Swift Services Holdings, Inc.
	1,000,000	10.000%, 11/15/2018		1,110,000

Semiconductors & Semiconductor Equipment: 1.1%
		Global A&T Electronics Ltd.
	1,000,000	10.000%, 02/01/2019 2		1,022,500
		Spansion, Inc.
	1,000,000	7.875%, 11/15/2017 3		1,030,000
				2,052,500
Specialty Retail: 0.2%
		Brown Shoe Co., Inc.
	300,000	7.125%, 05/15/2019		315,000

Thrifts & Mortgage Finance: 0.6%
		Nationstar Mortgage Holdings, Inc.
	250,000	10.875%, 04/01/2015		262,500
	750,000	9.625%, 05/01/2019		843,750
				1,106,250

Tobacco: 0.6%
		Alliance One International, Inc.
	1,000,000	10.000%, 07/15/2016	1,027,500

Trading Companies & Distributors: 0.3%
		Aviation Capital Group Corp.
	600,000	4.625%, 01/31/2018 2	591,284

Wireless Telecommunication Services: 0.5%
		NII Capital Corp.
	1,000,000	8.875%, 12/15/2019	855,000

Total Corporate Bonds
(Cost $56,098,295)			56,312,137

Convertible Bonds: 1.8%
Aerospace & Defense: 0.5%
		AAR Corp.
	896,000	1.625%, 03/01/2014	896,560

Air Freight & Logistics: 0.3%
		XPO Logistics, Inc.
	500,000	4.500%, 10/01/2017	622,188

Industrial Conglomerates: 0.1%
		Icahn Enterprises L.P.
	200,000	4.000%, 08/15/2013	200,300

Internet Software & Services: 0.3%
		Blucora, Inc.
	500,000	4.250%, 04/01/2019 2	560,938

Tobacco: 0.6%
		Vector Group Ltd.
$	1,000,000	2.500%, 01/15/2019 3	$	1,173,309

Total Convertible Bonds
(Cost $3,124,068)				3,453,295

Total Bonds
(Cost $59,222,363)				59,765,432

Shares
Short-Term Investments: 5.5%
	10,201,555	Federated U.S. Treasury Cash Reserves, 0.00% 5		10,201,555
Total Short-Term Investments
(Cost $10,201,555)				10,201,555
Total Investments in Securities: 99.9%
(Cost $169,979,669)				185,408,016
Other Assets in Excess of Liabilities: 0.1%				229,237
Total Net Assets: 100.0%			$	185,637,253

ADR - American Depositary Receipt
1 Non-income producing security.
2 Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified, institutional buyers. At June 30, 2013, the value of these securities amounted to $28,694,628 or 15.5% of net assets.
3 Variable/Step rate security; rate shown is the rate in effect on June 30, 2013.
4 Security is fair valued under supervision of the Board of Trustees.
5 Annualized seven-day yield as of June 30, 2013.

The cost basis of investments for federal income tax purposes at June 30, 2013 was as follows + :

Cost of investments			$	169,978,362
Gross unrealized appreciation				17,853,074
Gross unrealized depreciation				(2,423,420	)
Net unrealized appreciation			$	15,429,654

+ Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

The Global Industry Classification Standard (GICS ®) was developed by and is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P). GICS ® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund's Administrator, U.S. Bancorp Fund Services, LLC.

Summary of Fair Value Disclosure at June 30, 2013 (Unaudited)

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. • Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. • Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2013:

			Level 1		Level 2		Level 3

Common Stocks^			$	100,160,128	$	-	$	-
Partnerships & Trusts^				9,463,933		-		-
Real Estate Investment Trusts				5,816,968		-
Corporate Bonds^				-		55,812,137		500,000
Convertible Bonds^				-		3,453,295		-
Short-Term Investments				10,201,555		-		-
Total Investments			$	125,642,584	$	59,265,432	$	500,000

^ See Schedule of Investments for industry breakouts.

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. The Fund did not have transfers into or out of Level 1 or Level 2 securities during the period. The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
	Investments in Securities at Fair Value
Balance as of March 31, 2013	$	-
Accrued discounts/premiums		-
Realized gain (loss)		-
Change in unrealized appreciation (depreciation)		-
Purchases		500,000
Sales		-
Transfer in and/or out of Level 3		-
Balance as of June 30, 2013	$	500,000

Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at June 30, 2013:	$	-

The Level 3 security consists of a recent debt offering of which the Fund owns a significant amount of the offering. The inputs utilized in the valuation of these securities include the price at which the Adviser, under supervision of the Valuation Committee of the Board of Trustees, feels it could sell the securities in the open market and the initial purchase price of the securities. At June 30, 2013, this security was valued at cost due to an unobservable purchase price with a range of $100.

The Trust's valuation procedures have been adopted by the Trust's Board of Trustees, which has established a Valuation Committee to oversee valuation techniques. The Board of Trustees ratifies valuation techniques quarterly.

OSTERWEIS INSTITUTIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS at June 30, 2013 (Unaudited)

Shares			Value
Common Stocks: 83.3%
Aerospace & Defense: 4.5%
	12,935	Boeing Co.	$	1,325,062
	28,780	Spirit AeroSystems Holdings, Inc. - Class A 1		618,194
				1,943,256
Beverages: 2.6%
	9,820	Diageo Plc - ADR		1,128,809

Commercial Banks: 0.8%
	9,460	First Republic Bank		364,021

Containers & Packaging: 5.4%
	31,205	Crown Holdings, Inc. 1		1,283,462
	38,265	Owens-Illinois, Inc. 1		1,063,384
				2,346,846
Diversified Financial Services: 1.6%
	125,235	BM&FBovespa SA		688,095

Food Products: 2.8%
	30,840	Unilever NV - ADR		1,212,321

Gas Utilities: 2.6%
	47,025	Questar Corp.		1,121,546

Health Care Equipment & Supplies: 5.0%
	53,665	Hologic, Inc. 1		1,035,735
	14,815	Teleflex, Inc.		1,148,014
				2,183,749
Health Care Providers & Services: 3.4%
	51,325	HealthSouth Corp. 1		1,478,160

Insurance: 5.2%
	3,715	Alleghany Corp. 1		1,423,997
	52,825	Symetra Financial Corp.		844,672
				2,268,669
Internet & Catalog Retail: 3.0%
	55,785	Liberty Interactive Corp. - Class A 1		1,283,612

Internet Software & Services: 3.2%
	1,575	Google, Inc. - Class A 1		1,386,583

Media: 8.4%
	45,545	Cinemark Holdings, Inc.		1,271,616
	14,850	DIRECTV 1		915,057
	21,270	Viacom, Inc. - Class B		1,447,424
				3,634,097
Multiline Retail: 1.4%
	46,725	Marks & Spencer Group Plc - ADR		611,630

Office Electronics: 1.6%
	75,080	Xerox Corp.		680,976

Oil, Gas & Consumable Fuels: 4.1%
	33,395	Cosan Limited - Class A	$	539,663
	14,105	Occidental Petroleum Corp.		1,258,589
				1,798,252
Pharmaceuticals: 13.4%
	11,630	Bayer AG - ADR		1,240,572
	18,035	Johnson & Johnson		1,548,485
	14,675	Novartis AG - ADR		1,037,669
	22,865	Valeant Pharmaceuticals International, Inc. 1		1,968,219
				5,794,945

Semiconductors & Semiconductor Equipment: 1.6%
	91,575	Atmel Corp. 1		673,076

Software: 2.6%
	36,430	Oracle Corporation		1,119,130

Specialty Retail: 2.1%
	12,900	Bed Bath & Beyond, Inc. 1		914,610

Thrifts & Mortgage Finance: 1.9%
	21,880	Nationstar Mortgage Holdings, Inc. 1		819,187

Trading Companies & Distributors: 3.0%
	47,030	Air Lease Corp.		1,297,558

Water Utilities: 3.1%
	32,515	American Water Works Co., Inc.		1,340,594

Total Common Stocks
(Cost $30,746,274)				36,089,722

Partnerships & Trusts: 8.9%
Oil, Gas & Consumable Fuels: 8.9%
	32,075	Atlas Pipeline Partners L.P.		1,224,944
	20,100	Enterprise Products Partners L.P.		1,249,215
	25,580	Magellan Midstream Partners L.P.		1,394,110
				3,868,269
Total Partnerships & Trusts
(Cost $3,145,356)				3,868,269

Real Estate Investment Trusts: 4.4%
	139,990	New Residential Investment Corp.		943,533
	187,025	Newcastle Investment Corp.		978,140
				1,921,673
Total Real Estate Investment Trusts
(Cost $1,752,592)				1,921,673

Short-Term Investments: 3.3%
	1,415,503	Federated U.S. Treasury Cash Reserves, 0.00% 2		1,415,503

Total Short-Term Investments
(Cost $1,415,503)				1,415,503

Total Investments in Securities: 99.9%
(Cost $37,059,725)	$	43,295,167
Other Assets in Excess of Liabilities: 0.1%		31,628
Total Net Assets: 100.0%	$	43,326,795

ADR - American Depositary Receipt
1 Non-income producing security.
2 Annualized seven-day yield as of June 30, 2013.

The cost basis of investments for federal income tax purposes at June 30, 2013 was as follows + :

Cost of investments	$	37,136,764
Gross unrealized appreciation		6,430,820
Gross unrealized depreciation		(272,417	)
Net unrealized appreciation	$	6,158,403

+ Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

The Global Industry Classification Standard (GICS ®) was developed by and is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P). GICS ® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund's Administrator, U.S. Bancorp Fund Services, LLC.

Summary of Fair Value Disclosure at June 30, 2013 (Unaudited)

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. • Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. • Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2013:

	Level 1		Level 2		Level 3

Common Stocks ^	$	36,089,722	$	-	$	-
Partnerships & Trusts^		3,868,269		-		-
Real Estate Investment Trusts		1,921,673
Short-Term Investments		1,415,503		-		-
Total Investments	$	43,295,167	$	-	$	-

^ See Schedule of Investments for industry breakouts.

The Fund did not invest in any Level 3 securities or have transfers into or out of Level 1 or Level 2 securities during the period. The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur.

Item 2. Controls and Procedures.

(a)

The Registrant’s President and Treasurer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)). Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Professionally Managed Portfolios

By (Signature and Title /s/ Elaine E. Richards

Elaine E. Richards, President

Date 8/29/13

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Elaine E. Richards

Elaine E. Richards, President

Date 8/29/13

By (Signature and Title)* /s/ Eric C. VanAndel

Eric C. VanAndel, Treasurer

Date 8/29/13

* Print the name and title of each signing officer under his or her signature.

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