The DSM Large Cap Growth Fund, a diversified Fund, and DSM Global Growth Fund, DSM Small-Mid Cap Growth Fund and DSM Global Growth & Income Fund, non-diversified funds, or collectively (the “Funds”), are series of beneficial interest of Professionally Managed Portfolios (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. The Funds have two classes of shares: Institutional and Retail, but currently only offer the Institutional Class. The DSM Large Cap Growth Fund, DSM Global Growth Fund, DSM Small-Mid Cap Growth Fund, and DSM Global Growth & Income Fund commenced operations on August 28, 2009, March 28, 2012, May 9, 2013 and November 12, 2013, respectively.
The DSM Large Cap Growth’s investment objective is to seek long-term capital appreciation. It seeks to achieve its objective by investing principally in equity securities of large cap companies.
The DSM Global Growth’s investment objective is to seek long-term capital appreciation. It seeks to achieve its objective by investing principally in equity securities of large cap companies, at least 30% of which will be invested in foreign companies.
The DSM Small-Mid Cap Growth’s investment objective is to seek long-term capital appreciation. It seeks to achieve its objective by investing principally in equity securities of small and mid-sized capitalization companies.
The DSM Global Growth & Income’s investment objective is to seek long term capital appreciation and current income. It seeks to achieve its objective by investing principally in equity securities of large cap companies, at least 30% if which will be invested in foreign companies, including emerging markets.
|
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
|
The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America.
|
|
A.
|
Security Valuation.
All equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market
®
(“NASDAQ”), are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or NASDAQ
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used.
|
|
|
Short-term securities that have maturities of less than 60 days are valued at amortized cost, which, when combined with accrued interest, approximates market value.
|
|
|
Exchange traded options are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”). NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace. Specifically, composite pricing looks at the last trades on the exchanges where the options are traded. If there are no trades for the option on a given business day composite option pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded.
|
|
|
Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Board of Trustees. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.
|
|
|
The Funds have adopted authoritative fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:
|
|
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
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 Funds’ 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 inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
|
|
|
The following is a summary of the inputs used to value the Funds’ investments as of December 31, 2013.
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
DSM Large
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cap Growth Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock^
|
|
$
|
117,596,516
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117,596,516
|
|
|
|
Short-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
530,009
|
|
|
|
—
|
|
|
|
—
|
|
|
|
530,009
|
|
|
|
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Securities
|
|
$
|
118,126,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,126,525
|
|
|
|
^
|
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. There were no transfers into or out of Level 1, 2, or 3 during the six months ended December 31, 2013 for the DSM Large Cap Growth Fund.
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
DSM Global
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock^
|
|
$
|
3,915,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,915,814
|
|
|
|
Short-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
53,023
|
|
|
|
—
|
|
|
|
—
|
|
|
|
53,023
|
|
|
|
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Securities
|
|
$
|
3,968,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,968,837
|
|
|
|
^
|
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. There were no transfers into or out of Level 1, 2, or 3 during the six months ended December 31, 2013 for the DSM Global Growth Fund.
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
DSM Small-Mid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cap Growth Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock^
|
|
$
|
5,015,563
|
|
|
$
|
215,928
|
*
|
|
$
|
—
|
|
|
$
|
5,231,491
|
|
|
|
Short-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
47,131
|
|
|
|
—
|
|
|
|
—
|
|
|
|
47,131
|
|
|
|
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Securities
|
|
$
|
5,062,694
|
|
|
$
|
215,928
|
|
|
$
|
—
|
|
|
$
|
5,278,622
|
|
|
|
^
|
See Schedule of Investments for industry breakouts.
|
|
|
*
|
Level 2 Common Stock securities are related to the Aerospace & Defense and Pharmaceutical industries.
|
|
|
The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There was a transfer of $111,675 out of Level 1 into Level 2 due to a decrease in trading activity.
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
DSM Global Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock^
|
|
$
|
3,204,089
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,204,089
|
|
|
|
Short-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
19,253
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,253
|
|
|
|
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Securities
|
|
$
|
3,223,342
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,223,342
|
|
|
|
^
|
See Schedule of Investments for industry breakouts.
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
|
The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were no transfers into or out of Level 1, 2, or 3 during the period ended December 31, 2013 for the DSM Global Growth & Income Fund.
|
|
|
B.
|
Foreign Currency.
Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.
|
|
|
|
The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
|
|
|
|
The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
|
|
|
C.
|
Federal Income Taxes.
The Funds have elected to be taxed as a “regulated investment company” and intend to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.
|
|
|
|
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Funds intend to declare each year as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
|
|
|
|
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Funds’ next taxable
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
|
year. As of June 30, 2013, the DSM Large Cap Growth Fund had post-October losses of $80,415. The DSM Global Growth and DSM Small-Mid Cap Growth Funds had no post-October losses to report. None of the Funds deferred, on a tax basis, post-December late year losses. At June 30, 2013, none of the Funds had short-term or long-term capital loss carry forwards.
|
|
|
|
The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the tax positions of the Funds, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years of 2010-2012 or expected to be taken in the Funds’ 2013 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal and Massachusetts State; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
|
|
|
D.
|
Security Transactions and Investment Income.
Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted / amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
|
|
|
E.
|
Distributions to Shareholders.
Distributions to shareholders from net investment income and net realized gains on securities for the Funds normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
|
|
|
F.
|
Use of Estimates.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
|
|
|
G.
|
S
hare Valuation.
The net asset value (“NAV”) per share of the Funds is calculated by dividing the sum of the value of the securities held by the Funds, plus cash and other assets, minus all liabilities (including
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
|
estimated accrued expenses) by the total number of shares outstanding for each Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for the Funds is equal to the Funds’ net asset value per share. The Funds charge a 1.00% redemption fee on shares held less than 30 days. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Funds will retain the fee charged as paid-in capital and such fees become part of that Funds’ daily NAV calculation.
|
|
|
H.
|
Guarantees and Indemnifications.
In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
|
|
|
I.
|
Subsequent Events.
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
|
|
|
J.
|
Recent Issued Accounting Pronouncements.
In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management has evaluated ASU 23013-01 and determined there is no impact to the Funds.
|
|
NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
|
DSM Capital Partners LLC (the “Advisor”) provides the Funds with investment management services under an Investment Advisory Agreement (the “Agreement”). Under the Agreement, the Advisor furnishes all investment advice, office space and certain administrative services, and provides most of the personnel needed by the Fund. As compensation for its services, the
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
Advisor is entitled to a monthly fee at the annual rate of 0.75% for DSM Large Cap Growth, 0.90% for DSM Global Growth, 0.90% for DSM Small-Mid Cap Growth and 0.90% for DSM Global Growth & Income, based upon the average daily net assets of the Funds. For the period ended December 31, 2013, the DSM Large Cap Growth, DSM Global Growth, DSM Small-Mid Cap Growth and DSM Global Growth & Income Funds incurred $370,213, $15,709, $20,926 and $3,128 in advisory fees, respectively.
The Advisor has contractually agreed to limit the DSM Large Cap Growth, DSM Global Growth, DSM Small-Mid Cap Growth and DSM Global Growth and Income Fund’s annual ratios of expenses to 0.95%, 1.20%,1.15% and 1.10%, respectively, of their average daily net assets. The contract terms are indefinite and may be terminated only by the Board of Trustees. Any fees waived or voluntarily reduced and/or any Fund expenses absorbed by the Advisor pursuant to the agreed upon expense cap shall be reimbursed by each Fund to the Advisor, if so requested by the Advisor, anytime before the end of the third fiscal year following the year to which the fee waiver and/or expense absorption relates, provided the aggregate amount of the Funds’ current operating expenses for such fiscal year does not exceed the applicable limitation on Fund expenses.
At December 31, 2013, the cumulative unreimbursed amount paid and/or waived by the Advisor on behalf of the DSM Large Cap Growth, DSM Global Growth, DSM Small-Mid Cap Growth and DSM Global Growth & Income Funds that may be recouped was $467,849, $329,140, $159,443 and $31,620, respectively. The Advisor may recapture a portion of the above amount no later than the dates as stated below:
|
|
|
|
June 30,
|
|
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
|
DSM Large Cap
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Fund
|
|
$
|
137,808
|
|
|
$
|
156,401
|
|
|
$
|
138,797
|
|
|
$
|
34,843
|
|
|
|
DSM Global Growth Fund
|
|
|
—
|
|
|
|
60,955
|
|
|
|
174,576
|
|
|
|
93,609
|
|
|
|
DSM Small-Mid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cap Growth Fund
|
|
|
—
|
|
|
|
—
|
|
|
|
58,167
|
|
|
|
101,276
|
|
|
|
DSM Global Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& Income Fund
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31,620
|
|
The Funds must pay current ordinary operating expenses before the Advisor is entitled to any reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval.
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
U.S. Bancorp Fund Services, LLC (the “USBFS”), an indirect wholly owned subsidiary of U.S. Bancorp, serves as the Funds’ Administrator (the “Administrator”) and, in that capacity, performs various administrative and accounting services for the Funds. USBFS also serves as the Funds’ fund accountant, transfer agent, dividend disbursing agent and registrar. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of Fund expenses and reviews the Funds’ expense accruals.
The Officers of the Trust and the Chief Compliance Officer are also employees of the Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund. Fees paid by the Fund for Administration and Chief Compliance Officer services for the period ended December 31, 2013 are disclosed in the Statements of Operations.
Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. U.S. Bank, N.A. serves as custodian (the “Custodian”) to the Funds. Both the Distributor and Custodian are affiliates of the Administrator.
|
NOTE 4 – PURCHASES AND SALES OF SECURITIES
|
Purchases and sales of investment securities, other than short-term investments, for the period ended December 31, 2013 are summarized below:
|
|
Fund
|
|
Purchases
|
|
|
Sales
|
|
|
|
DSM Large Cap Growth Fund
|
|
$
|
51,440,371
|
|
|
$
|
32,918,940
|
|
|
|
DSM Global Growth Fund
|
|
|
1,658,281
|
|
|
|
1,698,330
|
|
|
|
DSM Small-Mid Cap Growth Fund
|
|
|
3,722,595
|
|
|
|
3,650,365
|
|
|
|
DSM Global Growth & Income Fund
|
|
|
3,146,599
|
|
|
|
154,574
|
|
There were no purchases or sales of U.S. Government obligations for the period ended December 31, 2013.
As of June 30, 2013, the components of distributable earnings on a tax basis were as follows:
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
|
|
|
|
DSM
|
|
|
DSM
|
|
|
DSM
|
|
|
|
|
|
Large
|
|
|
Global
|
|
|
Small-Mid
|
|
|
|
|
|
Cap Growth
|
|
|
Growth
|
|
|
Cap Growth
|
|
|
|
Cost of investments
|
|
$
|
71,846,064
|
|
|
$
|
2,911,076
|
|
|
$
|
3,974,638
|
|
|
|
Gross tax unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
appreciation
|
|
|
10,925,672
|
|
|
|
350,731
|
|
|
|
109,584
|
|
|
|
Gross tax unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation
|
|
|
(822,467
|
)
|
|
|
(65,880
|
)
|
|
|
(104,136
|
)
|
|
|
Net tax unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
appreciation (depreciation)
|
|
|
10,103,205
|
|
|
|
284,851
|
|
|
|
5,448
|
|
|
|
Other unrealized
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
Undistributed ordinary income
|
|
|
111,113
|
|
|
|
62,578
|
|
|
|
21,030
|
|
|
|
Undistributed long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total distributable earnings
|
|
|
111,113
|
|
|
|
62,578
|
|
|
|
21,030
|
|
|
|
Other accumulated gain (loss)
|
|
|
(80,415
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
Total accumulated gain (loss)
|
|
$
|
10,133,903
|
|
|
$
|
347,424
|
|
|
$
|
26,478
|
|
|
NOTE 5 – DISTRIBUTIONS TO SHAREHOLDERS
|
The tax character of distributions paid during the six months ended December 31, 2013 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
DSM
|
|
|
|
|
|
DSM
|
|
|
DSM
|
|
|
DSM
|
|
|
Global
|
|
|
|
|
|
Large Cap
|
|
|
Global
|
|
|
Small-Mid
|
|
|
Growth &
|
|
|
|
|
|
Growth
|
|
|
Growth
|
|
|
Cap Growth
|
|
|
Income*
|
|
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
1,359,855
|
|
|
$
|
62,758
|
|
|
$
|
141,955
|
|
|
$
|
939
|
|
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital gain
|
|
|
1,218,325
|
|
|
|
64,380
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
$
|
2,578,180
|
|
|
$
|
127,138
|
|
|
$
|
141,955
|
|
|
$
|
939
|
|
DSM Funds
|
NOTES TO FINANCIAL STATEMENTS
December 31, 2013 (Unaudited) (Continued)
|
The tax character of distributions paid during the year ended June 30, 2013 was as follows:
|
|
|
|
DSM
|
|
|
DSM
|
|
|
DSM
|
|
|
|
|
|
Large Cap
|
|
|
Global
|
|
|
Small-Mid
|
|
|
|
|
|
Growth
|
|
|
Growth
|
|
|
Cap Growth**
|
|
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
paid from:
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
—
|
|
|
$
|
7,509
|
|
|
$
|
—
|
|
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
$
|
—
|
|
|
$
|
7,509
|
|
|
$
|
—
|
|
|
|
*
|
|
Fund commenced operations on November 12, 2013.
|
|
|
**
|
|
Fund commenced operations on May 9, 2013.
|
U.S. Bank, N.A. has made available to the DSM Large Cap Growth and DSM Global Growth Funds a credit facility pursuant to a separate Loan and Security Agreement for temporary or extraordinary purposes. The maximum amount available was $7,000,000 for the DSM Large Cap Growth Fund and $300,000 for DSM Global Growth Fund. Advances are not collateralized by a first lien against the Funds’ assets. During the six months ended December 31, 2013, neither of the aforementioned Funds utilized their lines of credit facility. There is no credit line in place for either the DSM Small-Mid Cap Growth Fund or the DSM Global Growth & Income Fund.
DSM Funds
|
EXPENSE EXAMPLE
For the Six Months Ended December 31, 2013 (Unaudited)
|
As a shareholder of the DSM Large Cap Growth Fund and/or DSM Global Growth Fund and/or DSM Small-Mid Cap Growth Fund and/or DSM Global Growth & Income Fund, collectively (the “Funds”), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including investment advisory fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (7/1/13 – 12/31/13) for DSM Large Cap Growth Fund, DSM Global Growth Fund and DSM Small-Mid Cap Growth Fund and (11/12/13 – 12/31/13) for DSM Global Growth & Income Fund.
Actual Expenses
The first line of the table below provides information about actual account values based on actual returns and actual expenses. Although the Fund charges no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer, the Fund’s transfer agent currently charges a $15.00 fee. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds may vary. These expenses are not included in the example below. The example below includes, but is not limited to, investment advisory fees, shareholder servicing fees, fund accounting fees, custody fees and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not
DSM Funds
|
EXPENSE EXAMPLE
For the Period Ended December 31, 2013 (Unaudited) (Continued)
|
be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees.
Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
|
|
DSM Large Cap Growth Fund
|
|
|
|
|
|
|
Beginning
|
Ending
|
Expenses Paid
|
|
|
|
Account Value
|
Account Value
|
During the Period
|
|
|
|
7/1/13
|
12/31/13
|
7/1/13 – 12/31/13*
|
|
|
Actual
|
$1,000.00
|
$1,238.40
|
$5.36
|
|
|
Hypothetical (5% annual
|
|
|
|
|
|
return before expenses)
|
$1,000.00
|
$1,020.42
|
$4.84
|
|
|
|
|
|
|
|
|
DSM Global Growth Fund
|
|
|
|
|
|
|
Beginning
|
Ending
|
Expenses Paid
|
|
|
|
Account Value
|
Account Value
|
During the Period
|
|
|
|
7/1/13
|
12/31/13
|
7/1/13 – 12/31/13*
|
|
|
Actual
|
$1,000.00
|
$1,256.40
|
$6.82
|
|
|
Hypothetical (5% annual
|
|
|
|
|
|
return before expenses)
|
$1,000.00
|
$1,019.16
|
$6.11
|
|
|
|
|
|
|
|
|
DSM Small-Mid Cap Growth Fund
|
|
|
|
|
|
|
Beginning
|
Ending
|
Expenses Paid
|
|
|
|
Account Value
|
Account Value
|
During the Period
|
|
|
|
7/1/13
|
12/31/13
|
7/1/13 – 12/31/13*
|
|
|
Actual
|
$1,000.00
|
$1,265.00
|
$6.57
|
|
|
Hypothetical (5% annual
|
|
|
|
|
|
return before expenses)
|
$1,000.00
|
$1,019.41
|
$5.85
|
DSM Funds
|
EXPENSE EXAMPLE
For the Period Ended December 31, 2013 (Unaudited) (Continued)
|
DSM Global Growth & Income Fund
|
|
|
Beginning
|
Ending
|
Expenses Paid
|
|
|
|
Account Value
|
Account Value
|
During the Period
|
|
|
|
7/1/13
|
12/31/13
|
7/1/13 – 12/31/13**
|
|
|
Actual
|
$1,000.00
|
$1,079.00
|
$1.54
|
|
|
Hypothetical (5% annual
|
|
|
|
|
|
return before expenses)
|
$1,000.00
|
$1,019.66
|
$5.60
|
|
|
*
|
|
The calculations are based on expenses incurred during the most recent six-month period for DSM Large Cap Growth Fund, DSM Global Growth Fund and DSM Small-Mid Cap Growth Fund. The annualized expense ratios for the period for DSM Large Cap Growth Fund, DSM Global Growth Fund and DSM Small-Mid Cap Growth Fund were 0.95%, 1.20% and 1.15%, respectfully. The dollar amounts shown as expenses paid are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by the number of days in the most recent six-month period and divided by the number of days in the fiscal year.
|
|
|
**
|
|
The actual expenses are equal to the Fund’s annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 49/365 to reflect the period from November 12, 2013 to December 31, 2013, the Fund’s commencement of operations date to the end of the period. The hypothetical expenses are equal to the Fund’s annualized expense ratio of 1.10% multiplied by 184/365 to reflect the most recent six-month period.
|
DSM Funds
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited)
|
DSM Large Cap Growth Fund
DSM Global Growth Fund
At a meeting held on August 12 and 13, 2013, the Board (which is comprised of five persons, all of whom are Independent Trustees as defined under the Investment Company Act) considered and approved the continuance of the Advisory Agreement for the DSM Large Cap Growth Fund and DSM Global Growth Fund (the “Funds”), each a series of Professionally Managed Portfolios (the “Trust”) with DSM Capital Partners LLC (the “Advisor”) for another annual term. At this meeting and at a prior meeting held on May 14 and 15, 2013, the Board received and reviewed substantial information regarding each of the Funds, the Advisor and the services provided by the Advisor to each Fund under the Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:
|
|
1.
|
The nature, extent and quality of the services provided and to be provided by the Advisor under the Advisory Agreement.
The Trustees considered the nature, extent and quality of the Advisor’s overall services to be provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of each of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Funds. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, the Advisor’s disaster recovery plan, and the Advisor’s business continuity plan. The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss fund performance, investment outlook as well as various marketing and compliance topics, including the Advisor’s risk management process. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality and extent of such management services are satisfactory.
|
DSM Funds
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited) (Continued)
|
|
|
2.
|
The Funds’ historical performance and the overall performance of the Advisor.
In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed both the short-term and long-term performance of each of the Funds on both an absolute basis, and in comparison to appropriate securities benchmarks and its peer funds utilizing Morningstar classifications. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance.
|
|
|
|
For the Large Cap Growth Fund, the Board noted that the Fund significantly outperformed its peer group median for the one-year and three-year time periods. The Trustees also considered the Fund’s slight underperformance compared to its similarly managed accounts for the one-year and three-year time periods, but found the differences to be reasonable.
|
|
|
|
For the Global Growth Fund, the Board noted that the Fund performed in line with its peer group median for the one-year time period. The Board took into consideration the short period of time the Fund had been operational.
|
|
|
3.
|
The costs of the services to be provided by the Advisor and the structure of the Advisor’s fees under the Advisory Agreement.
In considering the advisory fee and total fees and expenses of the Funds, the Board reviewed comparisons to the peer funds and separate accounts for other types of clients advised by the Advisor, as well as expense waivers and reimbursements.
|
|
|
|
For the Large Cap Growth Fund, the Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 0.95% and 1.20% for its Institutional Class and Retail Class, respectively. The Trustees noted that the Fund’s advisory fees were in line with its peer group median, while the net expense ratio was slightly below its peer group median. The Board concluded that the fees paid to the Advisor were fair and reasonable in light of comparative performance and advisory fee information.
|
|
|
|
For the Global Growth Fund, the Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 1.20% and 1.45% for its Institutional Class and Retail Class of shares, respectively. The Trustees noted that the Fund’s advisory fees were above its peer group median, while the net expense ratio was at its peer group median. The Board concluded that, as the Fund was relatively new, the fees paid to the Advisor were not unreasonable.
|
DSM Funds
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited) (Continued)
|
|
|
|
The Board took into consideration the services the Advisor provided to its similarly managed institutional and separately managed account clients comparing the fees charged for those management services to the fees charged to the Funds. The Trustees found that the fees charged to each Fund were in line with the fees charged by the Advisor to its similarly managed institutional and separately managed account clients.
|
|
|
4.
|
Economies of Scale.
The Board also considered that economies of scale would be expected to be realized as the assets of each Fund grow. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse expenses so that each Fund does not exceed its specified expense limitation. The Board concluded that there were no additional effective economies of scale to be shared with the Funds at current asset levels, but would revisit this issue in the future as circumstances changed and asset levels increased.
|
|
|
5.
|
The profits to be realized by the Advisor and its affiliates from their relationship with the Funds.
The Board reviewed the Advisor’s financial information and took into account both the direct benefits and indirect benefits to the Advisor from advising the Funds. The Board considered the profitability to the Advisor from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds, particularly benefits received in exchange for “soft dollars.” After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Funds.
|
|
No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement, but rather the Board based its determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangements with the Advisor, including the advisory fee, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreement would be in the best interest of each Fund and its shareholders.
|
|
DSM Funds
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited)
|
DSM Global Growth & Income Fund
At a meeting held on August 12 and 13, 2013, the Board (which is comprised of five persons all of whom are Independent Trustees as defined under the Investment Company Act) considered the initial approval of an Investment Advisory Agreement (the “Advisory Agreement”) for the DSM Global Growth & Income Fund (the “Fund”), a new series of Professionally Managed Portfolios, with DSM Capital Partners LLC (the “Advisor” or “DSM”). At this meeting, the Board received and reviewed substantial information regarding the Fund, the Advisor and the services to be provided by the Advisor to the Fund under the Advisory Agreement. This information formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s initial approval of the Advisory Agreement:
|
|
1.
|
The nature, extent and quality of the services provided and to be provided by the Advisor under the Advisory Agreement.
The Trustees discussed the nature, extent and quality of the Advisor’s overall services to be provided to the Fund as well as its specific responsibilities in all aspects of day-to-day management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund. The Board reviewed the proposed services DSM would provide to the Fund, noting to what degree those services extended beyond portfolio management and the receipt of any additional fees by DSM. The Trustees also considered the structure of DSM’s compliance procedures and the trading capability of DSM. After reviewing DSM’s compliance policies and procedures, including DSM’s proposal with respect to risk oversight of the Fund, the Board concluded that the policies and procedures were reasonably designed to prevent a violation of the federal securities laws. The Board concluded that the Advisor had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the proposed Advisory Agreement and that, in the Board’s view, the nature, overall quality, and extent of the management services to be provided would be satisfactory.
|
|
|
2.
|
The Fund’s historical performance and the overall performance of the Advisor.
As the Fund was newly created, the Board was unable to review the performance of the Fund. The Board did consider DSM’s performance history with respect to similarly managed separate accounts.
|
DSM Funds
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited) (Continued)
|
|
|
3.
|
Costs of Services Provided and Profits Realized by DSM.
The Board noted that the proposed advisory fee as a percentage of average daily net assets was 0.90% for the Fund. The Board also noted that the Advisor agreed to enter into an agreement to limit the annual expense ratio of the Fund’s average daily net assets to 1.10% and 1.35% for its Institutional Class and Retail Class shares, respectively. The Board also considered the services the Advisor provided to its similarly managed institutional and separately managed account clients comparing the fee charged for those management services to the proposed fees for the Fund. The Board concluded that the fees to be received by DSM were fair and reasonable.
|
|
|
4.
|
Economies of Scale.
The Board also considered that economies of scale could be expected to be realized by the Advisor as the assets of the Fund grow. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse expenses so that the Fund does not exceed its specified expense limitations and also noted that DSM had agreed to institute a breakpoint in the advisory fee for the Fund. The Board concluded that there were no effective economies of scale to be shared with the Fund at current asset levels, but would revisit this issue in the future as circumstances changed and asset levels increased.
|
|
|
5.
|
The profits to be realized by the Advisor and its affiliates from their relationship with the Fund.
The Trustees discussed the likely overall profitability of DSM from managing the new Fund. In assessing possible profitability, the Trustees reviewed DSM’s financial information and took into account both the likely direct and indirect benefits to DSM from advising the Fund, including soft dollars and Rule 12b-1 distribution fees. The Trustees concluded that DSM’s profit from managing the Fund would likely not be excessive and, after review of relevant financial information, DSM would have adequate capitalization and/or would maintain adequate profit levels to support the Fund.
|
No single factor was determinative of the Board’s decision to approve the Advisory Agreement, but rather, the Board based its determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangements with the Advisor, including the advisory fees, were fair and reasonable. The Board therefore determined that the Advisory Agreement would be in the best interests of the Fund and its shareholders.
DSM Funds
|
INFORMATION ABOUT PROXY VOTING
(Unaudited)
|
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free at (877) 862-9555. Furthermore, you can obtain the description on the SEC’s website at
www.sec.gov
.
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (877) 862-9555 or through the SEC’s website at
www.sec.gov
.
|
INFORMATION ABOUT THE PORTFOLIO HOLDINGS
(Unaudited)
|
The Funds file their complete schedules of portfolio holdings for their first and third fiscal quarters with the SEC on Form N-Q. The Funds’ Form N-Qs are available without charge, upon request, by calling toll-free at (877) 862-9555. Furthermore, you can obtain appropriate Form N-Qs on the SEC’s website at
www.sec.gov
. In addition, the Funds disclose their top ten and complete portfolio holdings on their website at www.dsmfunds.com within 60 days after quarter-end. The quarter-end top ten and complete portfolio holdings for the Funds will remain posted on the website until the following quarter-end portfolio holdings are posted.
|
INFORMATION ABOUT HOUSEHOLDING
(Unaudited)
|
In an effort to decrease costs, the Funds will reduce the number of duplicate Prospectuses and annual and semi-annual reports that you receive by sending only one copy of each to those addresses shown by two or more accounts. Please call the transfer agent toll free at (877) 862-9555 to request individual copies of these documents. The Funds will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.
|
INFORMATION ABOUT THE FUNDS’ TRUSTEES
|
The Statement of Additional Information (“SAI”) includes information about the Funds’ Trustees and is available without charge, upon request, by calling (877) 862-9555. Furthermore, you can obtain the SAI on the SEC’s website at
www.sec.gov
or the Fund’s website at www.dsmfunds.com.
DSM Funds
|
PRIVACY NOTICE
(Unaudited)
|
The Funds collect non-public personal information about you from the following sources:
●
Information we receive about you on applications or other forms;
● Information you give us verbally; and/or
● Information about your transactions with us or others.
The Funds do not disclose any non-public personal information about its shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. The Funds may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Funds. The Funds will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. All shareholder records will be disposed of in accordance with applicable law. The Funds maintain physical, electronic and procedural safeguards to protect your non-public personal information and require third parties to treat your non-public personal information with the same high degree of confidentiality.
In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.
Investment Advisor
DSM CAPITAL PARTNERS LLC
116 Radio Circle Drive, Suite 200
Mount Kisco, NY 10549
Distributor
QUASAR DISTRIBUTORS, LLC
615 East Michigan Street
Milwaukee, WI 53202
Custodian
U.S. BANK, N.A.
Custody Operations
1555 N. RiverCenter Drive, Suite 302
Milwaukee, WI 53212
Transfer Agent, Fund Accountant and Fund Administrator
U.S. BANCORP FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, WI 53202
Independent Registered Public Accounting Firm
TAIT, WELLER & BAKER LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
Legal Counsel
PAUL HASTINGS LLP
75 East 55th Street, Floor 15
New York, NY 10022
DSM Large Cap Growth Fund
Symbol – DSMLX
CUSIP – 742935133
DSM Global Growth Fund
Symbol – DSMGX
CUSIP – 74316J672
DSM Small-Mid Cap Growth Fund
Symbol – DSMMX
CUSIP – 74316J433
DSM Global Growth & Income Fund
Symbol – DSMYX
CUSIP – 74316J383
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
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(a)
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The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
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(b)
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There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
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Item 12. Exhibits.
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(a)
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(1)
Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.
Not Applicable.
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(2)
A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
(3)
Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable to open-end investment companies.
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(b)
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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
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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
March 7, 2014
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
By (Signature and Title)*
/s/
Eric C. VanAndel
Eric C. VanAndel, Treasurer
* Print the name and title of each signing officer under his or her signature.