MATRIX/LMH VALUE FUND
N-30D, 1998-09-08
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September 4, 1998


Securities and Exchange Commission
Attn: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, DC 20549

                                           Re: Professionally Managed Portfolios
                                            File No. 811-03758
                                            CIK No. 0000720498

Dear Sir or Madam:

On  behalf  of the  above  Registrant  and  pursuant  to Rule  30b-2  under  the
Investment  Company Act of 1940,  I enclose for filing via EDGAR,  a copy of the
Annual  Report  to  shareholders  of the  Matrix/LMH  Value  Fund  series of the
Registrant for the twelve month period ended June 30, 1998.

If you have any questions, please contact me at (602) 952-1100.

Sincerely yours,


Robert H. Wadsworth
<PAGE>

                                  Annual Report







                             MATRIX/LMH VALUE FUND














                                  June 30, 1998






                                560 Hudson Street
                          Hackensack, New Jersey 07601
<PAGE>
                                MATRIX/LMH VALUE FUND
                                                                 August 18, 1998

     Dear Fellow Shareholder:

         I am pleased to enclose our report and  commentary  concerning the Fund
     for the past year, including the second quarter of 1998.

         The twelve  months ending June 30, 1998 were strong if one was invested
     in the largest companies. For broad market investors, however, results have
     been attractive but not at the same level as for the "mega" stocks.

         During the past 12 months, the Fund accomplished many of the objectives
outlined in our August 20, 1997 correspondence.

         o    Shareholder wealth continued to grow as the Net Asset Value closed
              the  quarter at  $32.90,  a +12.56%  total  return for the past 12
              months and +6.61% since the beginning of 1998.

         o    The Fund continued to operate in a tax efficient manner.  While we
              have had  significant  increases in Net Asset Value during the two
              years of Matrix's stewardship,  these capital gains did not result
              in a tax  burden  for our  investors  as we  continued  to use the
              Fund's tax loss carryforward.

         o    We  have  increased  the  Fund's  level  of   communication   with
              Shareholders through our quarterly reports and our website. In the
              future,  we expect  to put our  market  commentaries,  discussions
              about  stocks  and  other  timely   information  on  the  website.
              Investors can access Net Asset Value  updates as well.  The Fund's
              address is matrixlmh.com.

         o    We continue to own a portfolio  of quality  businesses  selling at
              well below market valuations. We believe this formula should allow
              for  long-term  growth  of  assets  and  less-than-market  risk in
              volatile environments.

         o    Matrix Partners and Associates  as well as our  friends and family
              continue to increase their holdings in the Fund.

         o    The  Fund's  expense  ratio  continues  to  decrease and currently
              stands at 1.23% after expense reimbursement.

         Most  recently,  in the second quarter of 1998, the Fund had a slightly
     negative quarter,  much like the overall stock market.  However, we believe
     that many of the  investments  made during this period will bear profitable
     fruit in the  future.  (Please  see our  Capital  Market  Commentary  for a
     thorough discussion about our portfolio,  as well as the current investment
     environment.)

         While  the  past 12  months  have  been  profitable  and the  Fund  has
     progressed on many fronts,  this period has been more  difficult for us and
     other value managers on a relative basis. Historically, periods of relative
     under-performance have been followed by more favorable times. We believe we
     are poised to re-enter a period of favorable relative returns.

         As I write this letter the market is  experiencing  a significant  pull
     back.  We  believe  this  should  set the  stage for a more  selective  and
     value-oriented  market.  The current  market  volatility is allowing a good
     entry point for many new  investments,  and should represent a good bargain
     hunting  opportunity.  As such, we feel that now could be an opportune time
     to increase your position in the Fund.

<PAGE>
                             MATRIX/LMH VALUE FUND

         If you would like to make any additional  investments in the Fund, draw
     a check to The Matrix/LMH Value Fund,  include your account number and send
     to The Matrix/LMH  Value Fund,  Inc.,  Post Office Box 641220,  Cincinnati,
     Ohio 45264-1220.  In addition, if you know of others who you think would be
     well served by the Fund,  please ask them to call us at (800) 366-6223.  Or
     they can request information from our website at matrixlmh.com. Thereafter,
     we will send a Fund  prospectus,  which they should read  carefully  before
     investing.

         If we can provide you with any additional  information  about the Fund,
     or you have questions on the enclosed, please do not hesitate to call.

         Best regards.

                                   Sincerely,
                                    
                                   /S/

                                   David A. Katz, CFA
                                   Chief Investment Officer


Annual Average Total Return
Period Ended June 30, 1998
      1 Year             12.56%
      5 Year             13.85%
      10 Year             9.66%


                LMH Fund   S & P 500 Index
 
30-Jun-88         10,000   10,000
30-Jun-89         12,046   12,005
30-Jun-90         11,555   14,013
30-Jun-91         10,730   15,063
30-Jun-92         11,919   17,070
30-Jun-93         13,147   19,397
30-Jun-94         12,826   19,668
30-Jun-95         15,451   24,807
30-Jun-96         18,111   31,237
30-Jun-97         22,361   42,081
30-Jun-98         25,170   54,760



Past performance is not predictive of future performance.

The  S&P  500  is  an  unmanaged   index  composed  of  500  common  stocks
representative of the stock market as a whole.
<PAGE>
                             MATRIX/LMH VALUE FUND

                Capital Markets Commentary - Second Quarter 1998

     Overview

         "All that glitters is not gold."
                                    -- Universal Folk Wisdom

         This timeless good advice provides some  much-needed  caution about the
     current  state of the  stock  market.  Most  factors  that  correlate  with
     investment  returns  over the long term have been  upside down for the past
     six  months.  It was a great  quarter  and first half for the very  largest
     stocks and for high-flying  stocks. The rest of the market had by and large
     poor results for the quarter.  First half results have been  positive,  but
     certainly not in the realm of the performance of the largest stocks.

         This trend of disparate  performance  that we have been  discussing for
     some time reached  dramatic  levels during the second  quarter.  A recently
     published study shows that in 1998 the low price to earnings stocks favored
     by Matrix and other Value investors has had its worst relative  performance
     to high  price-to-earnings  stocks in the past 50 years!  Conversely,  high
     price-to-earnings stocks, a group which has historically lagged the overall
     market returns, had their best relative gains in the past half century.

         We  strongly  believe  that  this  state  of  the  market  will  not be
     sustained.  When the 10 largest  companies  in the market  sell for over 35
     times earnings, then these stocks are being bought with total disregard for
     valuation.  History  has shown  that when a company  sells at an  excessive
     valuation  - no matter how good its  underlying  business - therein  lies a
     recipe for disaster.

         Our Matrix/LMH Value Fund had slightly negative  performance during the
     quarter,  in line with the broad market.  First-half  performance  has also
     been in line with the broad  market.  Nevertheless,  we are  certainly  not
     pleased  with it.  Above  all,  however,  we remain  confident  that we are
     pursuing the right  long-term  strategy for you and will be amply  rewarded
     for staying the course.

         Looking  ahead,  we expect  continued  volatility for the overall stock
     market.  In the not so distant future, we expect the current anomaly in the
     financial  arena to end. At that point,  the factors that have guided stock
     market returns in the past will again take hold.

     Fund Performance

         The Fund had a modest  decline of -2.55% for the quarter,  which was in
     line with the broader market.  This resulted in a June 30th Net Asset Value
     of $32.90. Over the past six months, the Fund gained +6.61%, resulting in a
     +12.56% increase for the past 12 months.

         Over the past three months, the Fund had  widely-diverging  performance
     among its stocks in the portfolio. On the one hand, several stocks, such as
     Allergan Inc.,  Eastman Kodak,  Fruit of the Loom,  O'Sullivan  Industries,
     Pharmacia & Upjohn,  Shaw Industries and U.S. Surgical had solid gains. SLM
     Holdings, a new purchase during the quarter,  enjoyed a significant upswing
     after  initial  weakness.  Older  positions  such  as  Bausch  &  Lomb  and
     Bristol-Myers Squibb also performed well.
<PAGE>
                             MATRIX/LMH VALUE FUND

         On the other hand, stocks such as Circus Circus Enterprises,  Lone Star
      Steakhouse,  Olsten  Corp.,  Sensormatic  and SpaceLabs  Medical  declined
      during the quarter based on short-term uncertainty rather than a weakening
      of their long-term business prospects. We believe these declines have left
      these  businesses  selling  at fire sale  prices.  As  business  prospects
      improve, as we fully expect they will, we look for sharp rebounds in each.
      We also saw negative  volatility in new  technology  purchases such as Lam
      Research and Vishay  Intertechnology,  reflecting  our early entrance into
      the arena of fallen technology stocks (more on this below).

         We successfully  sold Fruit of the Loom,  which had quickly reached its
     fair value, US Surgical, which was acquired by Tyco International,  and The
     Sports  Authority,  in the wake of a buyout offer by Venator.  We expect to
     continue to benefit from  takeover  activity over the next 12 to 18 months,
     as several of our stocks are acquisition  candidates.  Among this group are
     Allergan,  American Stores*,  Circus Circus, Cooper Tire, Foundation Health
     Systems, J.P. Morgan, Mark IV Industries, and Mellon Bank.

     Technology

         As the Asian  crisis  rolls on,  the  financial  fallout  continues  to
     adversely impact the current earnings of a number of technology issues. The
     conventional  wisdom as  recently  as 18  months  ago was that  these  were
     hyper-growth  companies  not subject to  cyclical  fluctuations.  Now,  the
     market is valuing these businesses as if the current slowdown has no end in
     sight.  Many of these  stocks  have been sold off with a  vengeance.  These
     fallen stocks  currently  sell as much as 50-70% below their all-time highs
     and at the low end of their historic valuation range.

         We have used this weakness to build positions in the technology  group.
     Our  focus has been on market  leaders  in  selective  niches  with  strong
     management very favorable long-term prospects and healthy balance sheets.

         Because  technology stocks tend to be exceptionally  volatile,  both on
     the upside and the downside,  we have started to build our exposure in this
     area gradually with  smaller-than-usual  purchases in a number of holdings.
     As prices  become  more  attractive,  or  fundamentals  show early signs of
     improving, we expect to increase our positions in a number of these stocks.
     Recent purchases include:  Arrow Electronics,  Lam Research,  Motorola, and
     Vishay Intertechnology.

         These stocks are very much out of favor,  and we have been early in our
     entrance into this group.  However,  history very clearly  illustrates that
     the best time to  purchase  this group is during  periods  of  uncertainty.
     These  stocks  tend  to  rebound  3-6  months  prior  to   improvements  in
     fundamentals,  and often  can move as much as 30 to 50% in these  first few
     months of recovery. We believe that our timing will be well rewarded.

     Our New Address

         Effective  August 1, the Fund and its advisor,  Matrix Asset  Advisors,
     have  relocated to larger,  brighter  and,  frankly,  more  client-friendly
     quarters.  Our new address is 747 Third  Avenue,  31st floor,  New York, NY
     10017.  Our telephone and fax numbers as well as our E-mail  address remain
     the same. We certainly hope that you visit us soon.  However,  housewarming
     gifts are not necessary.

     *Soon after the quarter ended, American Stores was acquired by Albertson's.
<PAGE>
                             MATRIX/LMH VALUE FUND

         As is our custom,  we follow this letter with pertinent  thoughts about
     investing. This quarter we study mythology,  specifically some of the myths
     and misconceptions about investing today.

              As always, please call at any time with any questions, concerns or
     observations.  We all  hope  that  you  have a  comfortable,  relaxing  and
     profitable summer.
<PAGE>
                             MATRIX/LMH VALUE FUND

                              IDEAS ABOUT INVESTING

     A Quarterly Quest for Investing Enlightenment

         The ebullience of the equity  markets during the past  three-and-a-half
     years has  convinced  many that a new age of markets  has  arrived to stay.
     With that  perception  has come  certain  notions - what we would  call the
     myths  of the  current  market  that  need  to be  examined  carefully  and
     critically.

     Myth #1: The  realities  of the  markets  have  changed.  The  fundamentals
     driving the markets during the past few years will continue  unabated,  and
     therefore so will performance.

         During  every  strong bull market,  there are those who  attribute  its
     success to Fundamental  changes in the business  cycle,  the economy or the
     laws of markets.  Much the same is heard today.  Inevitably,  however,  the
     economy is cyclical,  with strong  growth  periods  followed by  slowdowns.
     Similarly the markets operate through cycles,  some longer than others, but
     all variations on a theme.

         Certain factors peculiar to this bull market, such as the extraordinary
     amount of money that has and continues to flow into the stock market, might
     serve to extend and expand a bull  market.  However,  these  factors do not
     mean that  cyclicality  has ended or that the  fundamental  realities  that
     control markets have changed. To believe otherwise is a risky conceit.

     Myth #2: All of that money flowing into the stock market represents a floor
     for the market that should be in place for the next 10-15  years.  This too
     will assure strong market performance.

         What  makes  this a myth is the  assumption  that the  money  currently
     flowing into the stock market will  automatically  continue to do so during
     the  foreseeable  future.  The flow of funds into the stock market  results
     from the  perception of easy,  strong market  returns,  if the market turns
     choppy  or down,  that  flow of funds  could  go into  bonds,  cash or hard
     assets.

         Futhermore,  much of the money  flowing into the market today is coming
     from  foreign  sources;  reflecting  short-term  stability,  liquidity  and
     currency exchange issues. As these issues turn,  substantial money could be
     pulled out of the market.

     Myth #3:  There is nothing that can sink this market.  Risk  management  is
     therefore an overrated concern.

         Recognize that all the economic considerations right now are favorable,
     and the  markets  are  reacting  accordingly.  But the  economy  itself  is
     dynamic,  and its current  success can be easily  impacted by any number of
     factors.

         The factor or factors that will  ultimately  end this bull market cycle
      exist today, though they may not be on many radar screens.  However,  once
      they do impact the  markets,  in  hindsight  they will be  perceived  with
      crystal clarity.  Let us remind ourselves that the  often-discussed  Asian
      crisis was a  non-issue  until it  exploded in the late summer and fall of
      last year. The  uniformly-favorable  picture we have right now will change
      at some point.

<PAGE>
                             MATRIX/LMH VALUE FUND

     Myth #4: Bigger is Safer. Investing in the largest companies is less risky.

         The recent market has certainly rewarded the largest stocks, which have
     benefited from indexing and have posted unprecedented relative returns. But
     that very success carries the seeds of future correction,  and that growing
     likelihood represents a substantial risk.

         Simply  stated,  the  great  risk  is in the  implicit  expectation  of
     tremendous future earnings performance of these mega-companies. If earnings
     falter or even fail to meet increasingly high expectations,  then investors
     will feel that  valuations are  unwarranted  and prices will begin to fall.
     This is seen daily now, as companies post disappointing earnings.  However,
     as a company gets  increasingly  expensive,  that  exposure to  corrections
     becomes  greater.  As the saying goes, the bigger they are, the harder they
     fall.
<PAGE>
                             MATRIX/LMH VALUE FUND
<TABLE>
<CAPTION>

                                                     Schedule of
                                                     Investments                                    JUNE 30, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
                                                     COMMON STOCKS (94.53%)
     SECURITY                                        SHARES                                                VALUE
- -----------------------------------------------------------------------------------------------------------------------------------

     AUTO PARTS (2.59%)
<S>                                                   <C>                                              <C>      
        Mark IV Industries, Inc.                      12,000                                           $ 259,500
                                                                                                       ---------

     BANKS (5.33%)
        Mellon Bank Corp.                              4,800                                             334,200
        J.P. Morgan & Co.                              1,700                                             199,113
                                                                                                         -------
                                                                                                         533,313
                                                                                                         -------
     BEVERAGES (2.36%)
        Anheuser-Busch Companies, Inc.                 5,000                                             235,937
                                                                                                         -------

     COMPUTER SOFTWARE AND SERVICES (6.78%)
        BancTec, Inc.*                                15,500                                             358,437
        Electronic Data Sytems Corp.                   8,000                                             320,000
                                                                                                         -------
                                                                                                         678,437
                                                                                                         -------
     CONSUMER PRODUCTS (6.76%)
        Allergan, Inc.                                 8,000                                             371,000
        Allergan Specialty Therapeutics - Class A        400                                               4,100
        Bausch & Lomb, Inc.                            6,000                                             300,750
                                                                                                         -------
                                                                                                         675,850
                                                                                                         -------
     DRUGS (7.60%)
        Bristol-Myers Squibb Co.                       3,000                                             344,813
        Pharmacia & Upjohn, Inc.                       9,000                                             415,125
                                                                                                         -------
                                                                                                         759,938
                                                                                                         -------
     ELECTRONICS (3.43%)
        Arrow Electronics, Inc.                        8,000                                             174,000
        Vishay Intertechnology, Inc.                   9,450                                             169,509
                                                                                                         -------
                                                                                                         343,509
                                                                                                         -------
     ENTERTAINMENT / VIDEO / PUBLISHING: (0.54%)
        Carmike Cinemas, Inc.                          2,000                                              53,875
                                                                                                          ------

     FINANCIAL SERVICES: (2.94%)
        SLM Holding Corp.                              6,000                                             294,000
                                                                                                         -------

     FOOD PROCESSING (2.40%)
        Eskimo Pie Corp.                              19,000                                             239,875
                                                                                                         -------
<PAGE>
                             MATRIX/LMH VALUE FUND

                                                     COMMON STOCKS, Continued
     SECURITY                                        SHARES                                                VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     FURNITURE (8.68%)
        O'Sullivan Industries*                        30,500                                           $ 427,000
        Shaw Industies, Inc.                          25,000                                             440,625
                                                                                                         -------
                                                                                                         867,625
                                                                                                         -------
     GROCERY (1.45%)
        American Stores Co.                            6,000                                             145,125
                                                                                                         -------

     HOTEL/GAMING (2.12%)
        Circus Circus Enterprises, Inc.               12,500                                             211,719
                                                                                                         -------

     HOUSEHOLD PRODUCTS (3.94%)
        Tupperware Corp.                              14,000                                             393,750
                                                                                                         -------

     INDUSTRIAL SERVICES (2.29%)
        Olsten Corp.                                  20,500                                             229,344
                                                                                                         -------

     MEDICAL SERVICES (2.89%)
        Aetna Inc.                                     3,800                                             289,275
                                                                                                         -------

     MEDICAL SUPPLIES (5.06%)
        Foundation Health Systems                      8,000                                             211,000
        SpaceLabs Medical, Inc.*                      17,600                                             294,800
                                                                                                         -------
                                                                                                         505,800
                                                                                                         -------
     PRECISION INSTRUMENTS (6.81%)
        Eastman Kodak Co.                              5,300                                             387,231
        Sensormatic Electronics Corp.                 21,000                                             294,000
                                                                                                         -------
                                                                                                         681,231
                                                                                                         -------
     RESTAURANTS (2.49%)
        Lone Star Steakhouse & Saloon                 18,000                                             248,625
                                                                                                         -------

     RETAIL - SPECIAL LINES (0.56%)
        Designs, Inc.*                                36,000                                              56,250
                                                                                                          ------

     SEMICONDUCTORS/CAPITAL EQUIPMENT: (1.53%)
        Lam Research Corp.                             8,000                                             153,000
                                                                                                         -------

     SHOES (1.11%)
        Reebok International Ltd.*                     4,000                                             110,750
                                                                                                         -------
<PAGE>
                             MATRIX/LMH VALUE FUND


                                                     COMMON STOCKS, Continued
     SECURITY                                        SHARES                                                VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     TELECOMMUNICATIONS/EQUIPMENT: (1.58%)
        Motorola Inc.                                  3,000                                           $ 157,687
                                                                                                       ---------

     TELECOMMUNICATIONS SERVICES (4.88%)
        Frontier Corp.                                15,500                                             488,250
                                                                                                         -------

     TIRE AND RUBBER (2.47%)
        Cooper Tire & Rubber Co.                      12,000                                             247,500
                                                                                                         -------

     TOBACCO (3.23%)
        Philip Morris Co., Inc.                        8,200                                             322,875
                                                                                                         -------

     TOYS AND SCHOOL SUPPLIES (2.71%)
        Toys R Us                                     11,500                                             270,969
                                                                                                         -------


                                                     TOTAL COMMON STOCKS
                                                     (Cost $8,656,906)                                 9,454,009
                                                     -----------------------------------------------------------

     SHORT-TERM INVESTMENTS (5.91%)
- -----------------------------------------------------------------------------------------------------------------------------------

        Gradison U.S. Government
          Reserves Fund                              100,000                                             100,000
        Star Treasury Fund                           491,242                                             491,242
                                                                                                         -------

                                                     TOTAL SHORT-TERM INVESTMENTS
                                                     (Cost $591,242)                                     591,242
                                                     -----------------------------------------------------------

                                                     TOTAL INVESTMENTS IN SECURITIES
                                                     (Cost $9,248,148)                                10,045,251
                                                     LIABILITIES LESS OTHER ASSETS (-0.44%)              (44,574)
                                                     ----------------------------------------------------------- 
                                                     TOTAL NET ASSETS                                $10,000,677
                                                     ===========================================================


<FN>

        *Non-income producing security.
</FN>
</TABLE>
The accompanying notes to financial statements are an integral part of this
schedule.
<PAGE>
                             MATRIX/LMH VALUE FUND
<TABLE>
<CAPTION>

                                                     Statement of
                                                     Assets and Liabilities                         JUNE 30, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
                                                     ASSETS
     Investments in securities, at value:
<S>                                                                                                  <C>        
        Common stocks (cost $8,656,906)......................................................        $ 9,454,009
        Short-term investments (cost $591,242)...............................................            591,242
        Cash.................................................................................            100,000
     Receivables:
        Dividends and interest...............................................................             16,384
        Fund shares sold.....................................................................                722
     Prepaid expenses........................................................................              1,632
                                                     -----------------------------------------------------------
                                                     TOTAL ASSETS                                     10,163,989
                                                     -----------------------------------------------------------
                                                     LIABILITIES
     Payables:
        Advisory fee.........................................................................              1,047
        Securities purchased.................................................................            139,432
     Accrued expenses........................................................................             22,833
                                                     -----------------------------------------------------------
                                                     TOTAL LIABILITIES                                   163,312
                                                     -----------------------------------------------------------
                                                     NET ASSETS                                      $10,000,677
                                                     ===========================================================
                                                     SOURCE OF NET ASSETS
     Capital
        Par value of 303,937 shares outstanding
           (30,000,000 shares authorized)
           at $.01 per share.................................................................        $     3,039
        Paid-in capital .....................................................................          8,988,904
                                                     -----------------------------------------------------------
        Total capital paid in on shares......................................................          8,991,943
        Undistributed net investment income..................................................             17,945
        Undistributed net realized gain on
           investment transactions...........................................................            193,686
        Unrealized appreciation of investments...............................................            797,103
                                                     -----------------------------------------------------------
                                                     NET ASSETS                                      $10,000,677
                                                     ===========================================================
                                                     NET ASSET VALUE PER SHARE
                                                     (Offering and Redemption Price)                 $     32.90
                                                     ===========================================================
</TABLE>

     The  accompanying  notes to financial  statements  are an integral  part of
these statements.
<PAGE>
                             MATRIX/LMH VALUE FUND
<TABLE>
<CAPTION>
                                                                                                         FOR THE
                                                     Statement of                                      YEAR ENDED
                                                     Operations                                       JUNE 30, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
                                                     INVESTMENT
                                                     INCOME
<S>                                                                                                    <C>      
     Dividends...............................................................................          $ 133,015
     Interest................................................................................             21,984
                                                     -----------------------------------------------------------
                                                     TOTAL INCOME                                        154,999
                                                     -----------------------------------------------------------

                                                     EXPENSES
     Investment advisory fee.................................................................             92,091
     Transfer agent fee and expenses.........................................................             24,249
     Audit fees..............................................................................             21,327
     Custodian fee and expenses..............................................................              8,874
     Registration and filing fees............................................................              7,888
     Reports to shareholders ................................................................              4,546
     Miscellaneous...........................................................................              2,580
     Legal fees..............................................................................              2,276
     Insurance...............................................................................              2,000
                                                     -----------------------------------------------------------
                                                     TOTAL EXPENSES                                      165,831
                                                     LESS: Advisory fees waived                          (52,397)
                                                     ----------------------------------------------------------- 
                                                     NET EXPENSES                                        113,434
                                                     -----------------------------------------------------------
                                                     NET INVESTMENT INCOME                                41,565
                                                     -----------------------------------------------------------

                                                     REALIZED AND UNREALIZED
                                                     GAIN (LOSS) ON INVESTMENTS - NET
     Realized gain on investments - net......................................................          1,559,450
     Change in unrealized appreciation of investments - net..................................           (528,272)
                                                     ----------------------------------------------------------- 
                                                     GAIN ON INVESTMENTS - NET                         1,031,178
                                                     -----------------------------------------------------------
                                                     NET INCREASE IN NET ASSETS
                                                     RESULTING FROM OPERATIONS                        $1,072,743
                                                     ===========================================================
</TABLE>
      
     The  accompanying  notes to financial  statements  are an integral  part of
these statements.
<PAGE>
                             MATRIX/LMH VALUE FUND
<TABLE>
<CAPTION>

                                                 Statement of Changes
                                                 in Net Assets                      FOR THE           FOR THE
                                                                                   YEAR ENDED        YEAR ENDED
                                                                                    JUNE 30,          JUNE 30,
                                                                                      1998              1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>     
     Net investment income................................................            $ 41,565          $ 33,748
     Realized gain on investments - net...................................           1,559,450         1,113,737
     Change in unrealized appreciation of investments - net...............            (528,272)          472,640
                                                     -----------------------------------------------------------
                                                     NET INCREASE IN
                                                     NET ASSETS RESULTING
                                                     FROM OPERATIONS                 1,072,743         1,620,125
                                                     -----------------------------------------------------------
                                                     DISTRIBUTIONS TO
                                                     SHAREHOLDERS
     Net investment income................................................             (49,806)          (97,339)
                                                     -----------------------------------------------------------
                                                     CAPITAL SHARE
                                                     TRANSACTIONS
     Shares sold .........................................................           2,678,341         1,607,377
     Shares issued in connection with reinvestment of dividends...........              49,203            94,160
     Shares redeemed......................................................          (2,285,586)       (1,336,436)
                                                     ----------------------------------------------------------- 
                                                     TOTAL                             441,958           365,101
                                                     -----------------------------------------------------------
                                                     TOTAL INCREASE
                                                     IN NET ASSETS                   1,464,895         1,887,887
     Net assets, beginning of year........................................           8,535,782         6,647,895
                                                     -----------------------------------------------------------

     Net assets, end of year (including undistributed
        net investment income of $17,945 and $26,186,
        respectively).....................................................         $10,000,677        $8,535,782
                                                     ===========================================================

                                                     CHANGES IN SHARES
                                                     OUTSTANDING
     Shares sold..........................................................              84,762            61,715
     Shares issued in connection with reinvestment of dividends...........               1,604             3,556
     Shares redeemed......................................................             (72,880)          (50,683)
                                                     ----------------------------------------------------------- 
                                                     INCREASE                           13,486            14,588
                                                     ===========================================================
</TABLE>

     The  accompanying  notes to financial  statements  are an integral  part of
these statements.
<PAGE>
                             MATRIX/LMH VALUE FUND

                                                 Notes to
                                                 Financial
                                                 Statements        JUNE 30, 1998
- --------------------------------------------------------------------------------

                                                 NOTE 1 -
                                                 ORGANIZATION

     Matrix/LMH Value Fund (the "Fund"),  formerly known as LMH Fund, Ltd., is a
     Maryland corporation registered under the Investment Company Act of 1940 as
     a diversified,  open-end management  investment company. The Fund commenced
     operations  September  16, 1983.  The objective of the Fund is to achieve a
     total rate of return composed of capital appreciation and current income.

                                                 NOTE 2 -
                                                 SIGNIFICANT ACCOUNTING POLICIES

     The Fund consistently follows the accounting policies set forth below which
     are in conformity with generally accepted accounting principles.

     (a) Security Valuation
     Portfolio  securities which are traded on national securities exchanges are
     valued  at the last  sale  price on the  principal  exchange  on which  the
     security is traded as of the close of the New York Stock Exchange. If there
     were no  transactions  in a security on that day, the security is generally
     valued at the last reported bid price.  Securities traded  over-the-counter
     are  generally  valued  at the  latest  bid  price.  If no  quotations  are
     available for a security, or if the Board of Directors (or committee of the
     Board of Directors appointed for that purpose) believes that the latest bid
     price of a security  which has not been traded on the date in question does
     not fairly reflect its market value, it is valued in a manner determined in
     good faith by the Board of Directors, or its delegates, to reflect its fair
     value.

     (b) Federal Income Taxes
     The Fund has  elected  to be treated as a  "regulated  investment  company"
     under  Subchapter  M of the  Internal  Revenue  Code.  The Fund  intends to
     distribute  substantially  all of its taxable  income and any capital gains
     less any applicable capital loss carryforwards.  Accordingly,  no provision
     for  Federal  income  taxes  has been  made in the  accompanying  financial
     statements.

     (c) Portfolio Transactions
     Security  transactions  are accounted  for on the trade date,  the date the
     order to buy or sell is executed. Security gains and losses are computed on
     an identified cost basis.

     (d) Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from these
     estimates.
<PAGE>
                             MATRIX/LMH VALUE FUND

     (e) Other
     Interest  income is  recorded  on the accrual  basis.  Dividend  income and
     distributions to shareholders are recorded on the ex-dividend date.
                                                  NOTE 3 -
                                                  INVESTMENT ADVISORY FEE

     The Fund has a management  agreement with Matrix Asset Advisors,  Inc. (the
     "Advisor",  "Matrix") to serve as investment advisor.  Matrix, formerly the
     Sub-Advisor, replaced Heine Management Group, Inc. ("Heine") as the Advisor
     on May 11, 1997.  Certain  officers of the Advisor are also officers of the
     Fund.  Under the  terms of the  agreement,  the Fund has  agreed to pay the
     Advisor as  compensation  for all services  rendered,  staff and facilities
     provided and expenses paid or assumed,  an annual fee, accrued daily,  paid
     monthly,  of 1.00% of the Fund's  average  daily net  assets.  For the year
     ended June 30, 1998, Matrix waived $52,397 of its fee.

                                                  NOTE 4 -
                                                  INVESTMENT TRANSACTIONS

     The cost of purchases  and the proceeds  from sales of  securities  for the
year ended June 30, 1998 were as follows:
<TABLE>
<CAPTION>

                                                                                 Proceeds from
                                                                               Sales (Including
                                                        Purchases                 Maturities)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                         <C>       
                  Common Stock and Bonds               $6,265,592                  $5,965,807
                  Short-term Obligations                7,680,614                   7,741,960
</TABLE>

     At June 30, 1998,  the cost of securities  for federal  income tax purposes
     was substantially the same as that recorded for book purposes. Accordingly,
     the aggregate gross  unrealized  appreciation of investments  over cost for
     federal  income  tax  purposes  was  $1,559,817  and  the  aggregate  gross
     unrealized  depreciation was $762,714, or a net unrealized  appreciation of
     $797,103.
<PAGE>
                             MATRIX/LMH VALUE FUND
<TABLE>
<CAPTION>

                                                      Financial Highlights
                                                     (FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


                                                                           YEARS ENDED JUNE 30,
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            1998       1997        1996        1995        1994
- -----------------------------------------------------------------------------------------------------------------------------------

<S>                                                        <C>         <C>        <C>         <C>         <C>   
     Net asset value, beginning of year..............      $29.39      $24.10     $20.98      $17.78      $18.45
     Income from investment operations:
        Net investment income........................        0.14        0.10       0.47        0.46        0.34
        Net realized and unrealized gain
          (loss) on investments......................        3.54        5.52       3.12        3.13       (0.78)
                                                             --------------------------------------------------- 
     Total from investment operations................        3.68        5.62       3.59        3.59       (0.44)
                                                             ---------------------------------------------------
     Less distributions:
        Dividends from net investment income.........       (0.17)      (0.33)     (0.47)      (0.39)      (0.23)
                                                             --------------------------------------------------- 
     Total distributions.............................       (0.17)      (0.33)     (0.47)      (0.39)      (0.23)
                                                            ---------------------------------------------------- 
     Net asset value, end of year....................      $32.90      $29.39     $24.10      $20.98      $17.78
                                                           =====================================================

     Total return ...................................       12.56%      23.47%     17.16%      20.47%      (2.44%)

     Ratios/supplemental data:
     Net assets, end of year (millions)..............      $ 10.0       $ 8.5       $ 6.6      $ 6.0       $ 5.7
     Ratio of operating expenses to average net assets:
           Before expense reimbursement..............        1.80%       1.92%      1.84%       2.35%       2.51%
           After expense reimbursement...............        1.23%       1.42%      1.84%       2.35%       2.50%
     Ratio of net investment income (loss) to average net assets:
           Before expense reimbursement .............       (0.12)%     (0.06)%     2.01%       2.27%       1.79%
           After expense reimbursement ..............        0.45%       0.44%      2.01%       2.27%       1.80%
     Portfolio turnover rate ........................           68%        129%        57%         34%        46%
</TABLE>

     The  accompanying  notes to financial  statements  are an integral  part of
these statements.
<PAGE>
                              MATIX/LMH VALUE FUND
PRICE WATERHOUSE COOPERS
                                                     Report of
                                                     Independent Accountants
- --------------------------------------------------------------------------------


     To the Board of Directors and
         Shareholders of the Matrix/LMH Value Fund

     In our  opinion,  the  accompanying  statement  of assets and  liabilities,
     including  the  schedule  of  investments,  and the related  statements  of
     operations  and of  changes  in net  assets  and the  financial  highlights
     present fairly,  in all material  respects,  the financial  position of the
     Matrix/LMH  Value Fund (the  "Fund") at June 30,  1998,  the results of its
     operations for the year then ended,  the changes in its net assets for each
     of the two years in the period then ended and the financial  highlights for
     each of the  five  years in the  period  then  ended,  in  conformity  with
     generally accepted accounting  principles.  These financial  statements and
     financial highlights (hereafter referred to as "financial  statements") are
     the  responsibility  of the Fund's  management;  our  responsibility  is to
     express an opinion on these  financial  statements  based on our audit.  We
     conducted  our  audit of these  financial  statements  in  accordance  with
     generally  accepted  auditing  standards  which  require  that we plan  and
     perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
     financial statements are free of material  misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial  statements,  assessing the accounting principles used and
     significant  estimates  made by  management,  and  evaluating  the  overall
     financial statement presentation. We believe that our audit, which included
     confirmation  of  securities  at June 30, 1998 by  correspondence  with the
     custodian  and  brokers,  provides  a  reasonable  basis  for  the  opinion
     expressed above.




     /S/PricewaterhouseCoopers LLP


     Minneapolis, Minnesota
     August 20, 1998
<PAGE>

                               Board of Directors
                    Leonard M. Heine, Jr., Director Emeritus
                               David A. Katz, CFA
                                Larry D. Kieszek
                              Robert M. Rosencrans
                                T. Michael Tucker
                                        o
                               Investment Advisor
                           Matrix Asset Advisors, Inc.
                          747 Third Avenue, 31st Floor
                               New York, NY 10017
                                 (800) 366-6223
                                        o
                                    Custodian
                                 Star Bank, N.A.
                                425 Walnut Street
                              Cincinnati, OH 45202
                                        o
                                 Transfer Agent
                          American Data Services, Inc.
                                150 Motor Parkway
                               Hauppauge, NY 11788
                                 (800) 385-7003
                                        o
                                  Administrator
                  Investment Company Administration Corporation
                                        o
                             Independent Accountants
                           PricewaterhouseCoopers LLP
                                        o
                                  Legal Counsel
                      Swidler Berlin Shereff Friedman, LLP
 
     This report is intended for  shareholders  of the Fund and may not be used
      as  sales   literature   unless  preceded  or  accompanied  by  a  current
      prospectus.

      Past  performance  results shown in this report should not be considered a
      representation  of  future  performance.  Share  price  and  returns  will
      fluctuate so that shares,  when  redeemed,  may be worth more or less than
      their original cost. Statements and other information herein are dated and
      are subject to change.


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