MATRIX/LMH VALUE FUND
N-30D, 1999-09-08
Previous: COMPTEK RESEARCH INC/NY, 4, 1999-09-08
Next: HALIFAX CORP, 10-K405, 1999-09-08





September 7, 1999


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, 1999.

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


Sincerely yours,
/s/

Robert H. Wadsworth



<PAGE>

                                   MATRIX/LMH
                                   VALUE FUND
     August 15, 1999

     Dear Fellow Shareholder:

         I am pleased  to enclose  our  report  and  commentary  concerning  the
     Matrix/LMH  Value Fund for the past year as well as for the quarter  ending
     June 30, 1999.

         It has now been three years since Matrix began its  involvement  in the
     management  of the  Matrix/LMH  Value Fund.  We are happy to report that we
     have made significant progress in boosting its performance and streamlining
     the Fund's operations. These  developments  have  positioned  the  Fund
     for  its  next  stage  of significant growth.

         Most importantly,  the Fund has generated highly competitive  returns
     over the past three years, with a +18.52% annualized growth.  These gains
     are  comfortably  ahead of our peer group's  returns of +15.91%  (Source:
     Morningstar  -- Mid Cap.  Value Index). During the past 12 months, the Fund
     increased by 19.79%.

         In addition to producing  solid  investment  performance,  we have made
     good on our commitment to increase the  distribution  and visibility of the
     Fund. Highlights of this achievement include:

         o    We are part of the Schwab One Source program.
         o    Investors  can purchase the Fund through a  substantial  number of
              other  brokerage  firms which offer no-load  mutual funds to their
              clients.
         o    We recently secured daily listing of the Fund's Net Asset Value in
              The Wall Street Journal and weekly listing in Barron's.
         o    We have a web site  which  provides  daily  valuations,  portfolio
              updates, quarterly communications,  as well as recent articles and
              investment comments by Matrix principals.
         o    We expanded the Fund's communications and correspondence to
              quarterly from semi-annually.
         o    Matrix was one of five firms  recently  highlighted  in "Investing
              Strategies of Top Value  Players" in Lisa Holton's new book How to
              Be a Value Investor.
         o    In the past quarter,  we were included in various  interviews  and
              stock   discussions  in  Business  Week,   Money   Magazine,   and
              Kiplinger's.
         o    We are making a concerted attempt to use existing relationships to
              increase  exposure of the Fund in the  marketplace.  These efforts
              are  expected  to further  increase  the size of the Fund over the
              next nine to 18 months.

         We are especially gratified that we have been able to continually lower
     the Fund's expense ratio.  Starting at 1.84% prior to our involvement,  the
     expense  ratio  declined in the past year to 1.23%.  We are pleased to note
     that as of July 30th of this year,  the expense  ration has  dropped  below
     1.1%.

         As we have discussed in the past, the Matrix partners and associates in
     our  firm as well as our  friends  and  family  continue  to  increase  our
     participation  in the Fund.  You should take comfort  from the  recognition
     that  the  highest  endorsement  any  financial  manager  can  give  to  an
     investment is owning it.

<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

          To all our  shareholders,  we reiterate our  commitment to provide you
     with quality investment  management aimed at producing attractive long-term
     growth, with less short-term risk and volatility than the market.


                                      * * *
         Our most recent  investment  performance has been very impressive.  The
     Fund posted  extremely strong  performance for the second quarter.  The Net
     Asset Value of the Fund ended the quarter at $38.40,  an increase of 20.75%
     for the quarter,  24.11% for the first six months of the calendar  year and
     19.79% over the past 12 months.

         Not   surprisingly,   therefore,   the  Fund's   performance   for  the
     year-to-date significantly outpaced the major market indices, including the
     S&P 500 Index, as shown below:

                     Comparison of Equity Performance from
                               12/31/98 - 6/30/99
                        Matrix/LMH Value Fund    24.11%
                        All Cap Blend Index *     9.70%
                        S&P 500 Index            12.38%
                        Value Line Index          7.28%
                        Russell 2000 Index        9.09%
                     *(1/3 S&P 500, 1/3 Value Line, 1/3 Russell 2000)

         We were  gratified to see that the common sense  underlying  the Fund's
     investment  discipline  was fully  recognized  and  rewarded  in the second
     quarter.  Following  this letter we include a commentary  about the market,
     our investment  progress and the state of our holdings as well as our Ideas
     About Investing.

<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

          If you have any  questions on the  enclosed,  or would like to discuss
     our outlook on the market or the Fund in greater  detail,  please feel free
     to call us at (800) 366-6223 or e-mail us at  [email protected].  You might
     also enjoy visiting our website at www.matrixlmh.com.

         Best regards.
                                                     Sincerely,
                                                    /s/  David A. Katz


                                                     David A. Katz, CFA
                                                     Chief Investment Officer


     Past  performance is not a guarantee of future results.  The Fund's average
     annual returns for the one-year, five-year, and ten-year periods ended June
     30th, 1999 were 19.79%, 18.63%, and 9.60%,  respectively.  Fund share value
     and  returns  fluctuate  and  investors  may have a gain or loss  when they
     redeem shares. Matrix Asset Advisors became sub-Advisor on July 3, 1996 and
     Advisor to the Fund on May 11,  1997.  Prior to those  dates,  the Fund was
     managed by another advisor.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                             Matrix/LMH Value Fund
                       Value of $10,000 vs S&P 500 Index



             Date     Matrix/LMH      S&P 500 Index
                      Value Fund
            30-Jun-89   10,000             10,000
            30-Jun-90    9,592             11,673
            30-Jun-91    8,907             12,547
            30-Jun-92    9,895             14,219
            30-Jun-93   10,914             16,158
            30-Jun-94   10,648             16,383
            30-Jun-95   12,827             20,665
            30-Jun-96   15,035             26,020
            30-Jun-97   18,563             35,054
            30-Jun-98   20,895             45,615
            30-Jun-99   25,030             52,919

Annual Average Total Returns
Year Ended June 30,1999
1 Year         19.79%
5 Year         18.63%
10 Year         9.60%

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 OF 1999

     "Holy cow!" -- Phil Rizzuto

     Overview:

     The second  quarter was marked by the  breakdown  of the  dominance  of the
     megacap  stocks that had  characterized  the stock  market for the past two
     years. For the first time since the decline of Asian economies in mid-1997,
     there was intense  interest in a broader base of stocks,  most of which had
     significantly underperformed the "New Nifty Fifty" in 1998. Simultaneously,
     many  previous  market  leaders  suffered from a concern that their premium
     pricing was unjustifiable.

         The overall stock market had a very choppy  quarter,  which ended well,
     thanks to the Federal Reserve returning to a neutral monetary policy, which
     propelled markets upwards in the last few days of June.  However,  for much
     of the  quarter  the  market  posted  nominal  and even  negative  results,
     reflecting  anxieties  about  interest  rates and the  ability of  previous
     market leaders to maintain their momentum.

         For the Matrix/LMH  Value Fund, the second quarter was nothing short of
     breathtaking.  For us, the  quarter had a  quasi-Biblical  quality to it: a
     sense of  resurrection,  redemption  and  vindication  was the  reward  for
     maintaining  our  discipline  during a period last year when it seemed that
     little was going right.

         In the second quarter, the basic common sense underlying our discipline
     -- "buy good  companies at good  prices" -- came through  across our entire
     portfolio,   with  the  vast  majority  of  our  stocks   benefiting   from
     increasingly favorable business prospects.

         In addition,  the second quarter provided some important object lessons
     about investing. Whereas at the beginning of the quarter the death of Value
     was being widely  contemplated  by market pundits,  by quarter-end  many of
     those same sources were trumpeting the timeliness of Value.  Following this
     Commentary,  we devote our Ideas About  Investing  to a  discussion  of the
     lessons to be learned from this past quarter.

     Portfolio Update

         In the second quarter the vast majority of Matrix holdings  experienced
     solid gains.  The primary reason for this was strong business  performance,
     as well as certain  previously  out-of-favor  industries  receiving renewed
     interest.

         Conspicuously  successful were the firm's technology stocks:
     Electronic Data Systems,  LAM Research,  Motorola,  Novellus Systems and
     Vishay  Intertechnology.  Other strong  performers  included  Alcatel,
     Bausch & Lomb,  First Data Corp.,  Mark IV Industries, St. Jude Medical,
     Sensormatic and Tupperware.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

          Frontier and O'Sullivan, each of which announced plans to be acquired,
     also had healthy  gains.  While a number of our other  holdings  had modest
     appreciation  during  the  quarter,  there  were  few  positions  that  had
     meaningful setbacks.

         During the  quarter,  we sold our  holdings of Cooper Tire for a modest
     loss to take advantage of more compelling investment opportunities. We also
     scaled back our  outsized  position in Frontier  Corp.  and Mellon Bank for
     gains in excess of 150%.  We used the proceeds  from these sales along with
     existing cash balances to build positions in Bank One,  Manpower and Mattel
     as well as to add to other existing positions.



                                      * * *

         Following this letter is our quarterly feature,  Ideas About Investing.
     This quarter we reflect on the lessons that the past three months can teach
     us all about equity investing.

         Please call any of us at any time with any  questions or concerns.  And
     remember our e-mail  address,  [email protected].  Best regards for a happy
     and relaxing summer.

<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                              IDEAS ABOUT INVESTING

                  A Quarterly Quest for Investing Enlightenment

     1. So this is why people study history?
         One  truism  about  life  is  that  things  look  much  more  clear  in
     retrospect. With distance comes perspective,  and a cooler detached ability
     to analyze things more calmly than in the heat of the moment.

         The  very  same  can be  said  for  investing.  Market  movements  seem
     self-evident  after the fact,  but while they occur,  few fully  understand
     what is moving the market.  With  distance  comes the detached  perspective
     that allows investors to see a larger picture of the market at work, rather
     than just short-term price fluctuations.

         This  past  quarter  in  the  market  represented  the  culmination  of
     objective market analysis and perspective. While many investors in the heat
     of the moment had been quick to abandon  proven  methods for evaluating the
     relative  attraction of stocks, the second quarter sent many people back to
     their  securities  analysis  textbooks  for a  refresher  course  in market
     fundamentals.

         Above  all,  the second  quarter  should  remind us that the  following
     verities of  investing  have not been  repealed,  nor have been shown to be
     obsolete:

              1. Things  change,  but never change.  The constant urge to depict
     the present as unprecedented is a classic human conceit and error.  Markets
     work in cycles,  cycles tend to be  influenced by emotion and emotion is an
     intrinsic  part of what  makes us human.  It is  humbling,  but  ultimately
     reassuring to recognize that "all of this" has happened before.

              2. Nothing is forever  good or bad in the market.  The fact that a
     particular  stock or  industry  has been  attractive  does not mean it will
     continue that way. Furthermore,  all stocks experience  performance cycles,
     either because of business fundamentals or because expectations about stock
     performance  have  become  overly  exaggerated  -- one  way  or the  other.
     Investors who insist on buying  something  because it has been going up run
     the risk of getting in too late.  It has become very common for many mutual
     funds or  individual  stocks to post  strong  returns,  and yet most of the
     investors  in them have lost money  because they bought them at or close to
     the top.

              3. When everyone is thoroughly convinced that a stock, an industry
     or the  market  itself  will  perform a certain  way,  you can count on the
     opposite.  Markets ultimately work counter-intuitively,  and rarely comport
     with conventional thinking over long periods of time. Despite the market of
     the last few years,  the stock market was never a place where  everyone had
     strong performance. Rather, the disciplined and the shrewd usually profited
     while the unwary were usually disappointed. The key to successful long-term
     investing has always been a consistent,  disciplined  methodology  that has
     established that it can work.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

               4.  Buying a stock  for any  reason  other  than a  well-grounded
     knowledge of the business, is speculation.  The fact that a stock is moving
     up means little in terms of its longer-term  performance.  That performance
     will be determined  by the business  prospects of the company and the price
     that an investor pays. Those who invest without such awareness are actually
     investing in the movement of the stock, which, as we have seen, is volatile
     and unpredictable.

              5. Time is the greatest ally of prudent and disciplined investors.
     For those who have  adopted a sound  methodology,  and who have done  their
     homework  about a stock (and keep doing it through  constant  monitoring of
     the company's business prospects), time will usually reward you.

              Why? Because time allows all the other elements necessary for good
     investing to work their magic. In the second quarter, several of our stocks
     which  had   previously   been  severely   punished   because  of  earnings
     disappointments,  perceptions  of  future  growth  prospects  and  industry
     concerns, were positively re-appraised.  Good companies have the ability to
     overcome short-term operating issues, and, if successful,  can benefit from
     the reversal of the emotional  power that had  previously  hurt their stock
     prices.

              6. Patience is the investor's way of harnessing the power of time.
     While time  might  ultimately  rescue and reward the stock  price of a good
     company,  it does an investor no good unless he or she has the  patience to
     be there to reap the reward.

              We recognize that in a world of instant  information and shortened
     timeframes  this patience is not easily  achieved.  Our  expectations  have
     become  higher  and we are  encouraged  by the  financial  media to be less
     patient.  Nevertheless,  it is the investor with the longer-term  focus who
     should both perform better and lose less sleep.

              An important element of patience is trust. When an investor has an
     established  discipline  of  investing,  then he or she can trust that over
     time there is a far better  likelihood  of doing  well.  That trust  builds
     confidence and conviction, which in turn allows for patience.

              During  the  second  quarter,   many  of  the   observations   and
     predictions  that we had been  making  about  the  market  began to come to
     fruition.  Our views have been based on close study of market  cycles going
     back more than 70 years.  While we are relieved to be proven right,  we are
     also not terribly  surprised.  And while past performance doesn't guarantee
     the future, history shows that much of what is going on today has all
     happened before.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

<TABLE>
<CAPTION>
<S>                                                  <C>                                     <C>

                                                     Schedule of
                                                     Investments                              JUNE 30, 1999
                                                     ------------------------------------------------------
                                                     COMMON STOCKS (98.99%)
     SECURITY                                        SHARES                                       VALUE
     ------------------------------------------------------------------------------------------------------

     AUTO PARTS (3.22%)
        Mark IV Industries, Inc.                      17,000                                      $ 359,125
                                                                                                  ---------

     BANKS (6.71%)
        Bank One Corporation                           1,800                                        107,213
        Bank of America Corp.                          3,500                                        256,594
        Mellon Bank Corp.                              4,000                                        145,500
        J.P. Morgan & Co.                              1,700                                        238,850
                                                                                                   --------
                                                                                                    748,157
                                                                                                   --------
     COMPUTER AND PERIPHERALS (1.10%)
        3 Com Corp.*                                   4,600                                        122,762
                                                                                                   --------

     COMPUTER SOFTWARE AND SERVICES (4.06%)
        Electronic Data Sytems Corp.                   8,000                                        452,500
                                                                                                   --------

     CONSUMER PRODUCTS (8.79%)
        Bausch & Lomb, Inc.                            4,500                                        344,250
        Eastman Kodak Co.                              5,300                                        359,075
        Polaroid Corp.                                10,000                                        276,250
                                                                                                   --------
                                                                                                    979,575
                                                                                                   --------
     DRUGS (7.15%)
        Bristol-Myers Squibb Co.                       5,200                                        366,275
        Pharmacia & Upjohn, Inc.                       5,000                                        284,063
        Teva Pharmaceutical SP ADR                     3,000                                        147,000
                                                                                                   --------
                                                                                                    797,338
                                                                                                   --------
     ELECTRONICS (6.95%)
        Arrow Electronics, Inc.*                       9,000                                        171,000
        Vishay Intertechnology, Inc.*                 28,750                                        603,750
                                                                                                   --------
                                                                                                    774,750
                                                                                                   --------
     FINANCIAL SERVICES: (7.95%)
        First Data Corp.                              12,500                                        611,719
        SLM Holding Corp.                              6,000                                        274,875
                                                                                                   --------
                                                                                                    886,594
                                                                                                   --------

<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                                     COMMON STOCKS, Continued
     SECURITY                                        SHARES                                       VALUE
     ------------------------------------------------------------------------------------------------------

     FURNITURE (6.87%)
        O'Sullivan Industries*                        30,500                                      $ 518,500
        Shaw Industries, Inc.                         15,000                                        247,500
                                                                                                  ---------
                                                                                                    766,000
                                                                                                  ---------
     HOUSEHOLD PRODUCTS (3.20%)
        Tupperware Corp.                              14,000                                        357,000
                                                                                                  ---------

     INDUSTRIAL SERVICES (3.33%)
        Manpower Inc.                                 10,000                                        226,250
        Olsten Corp.                                  23,000                                        145,187
                                                                                                  ---------
                                                                                                    371,437
                                                                                                  ---------
     MEDICAL SERVICES (3.11%)
        Aetna Inc.                                     2,200                                        196,763
        Foundation Health Systems*                    10,000                                        150,000
                                                                                                  ---------
                                                                                                    346,763
                                                                                                  ---------
     MEDICAL SUPPLIES (6.84%)
        SpaceLabs Medical, Inc.*                      14,000                                        264,250
        St. Jude Medical, Inc.*                       14,000                                        498,750
                                                                                                  ---------
                                                                                                    763,000
                                                                                                  ---------
     OILFIELD SERVICES/EQUIPMENT (1.20%)
        Schlumberger Ltd.                              2,100                                        133,744
                                                                                                  ---------

     PRECISION INSTRUMENTS (3.34%)
        Sensormatic Electronics Corp.*                26,700                                        372,131
                                                                                                  ---------

     RESTAURANTS (1.57%)
        Lone Star Steakhouse & Saloon*                18,000                                        174,937
                                                                                                  ---------

     SEMICONDUCTORS/CAPITAL EQUIPMENT: (5.19%)
        LAM Research Corp.*                            8,000                                        373,500
        Novellus Systems, Inc.*                        3,000                                        204,750
                                                                                                  ---------
                                                                                                    578,250
                                                                                                  ---------
     TELECOMMUNICATIONS/EQUIPMENT: (4.84%)
        Alcatel SA                                     9,000                                        255,375
        Motorola Inc.                                  3,000                                        284,250
                                                                                                  ---------
                                                                                                    539,625
                                                                                                  ---------
     TELECOMMUNICATIONS SERVICES (4.98%)
        Frontier Corp.                                 9,400                                        554,600
                                                                                                  ---------
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                                     COMMON STOCKS, Continued
     SECURITY                                        SHARES                                       VALUE
     ------------------------------------------------------------------------------------------------------

     TEXTILE (1.72%)
        Unifi, Inc.*                                   9,000                                      $ 191,250
                                                                                                  ---------

     TOBACCO (2.60%)
        Philip Morris Co., Inc.                        7,200                                        289,350
                                                                                                  ---------

     TOYS AND SCHOOL SUPPLIES (4.27%)
        Mattel Inc.                                    9,000                                        237,937
        Toys R Us*                                    11,500                                        237,906
                                                                                                  ---------
                                                                                                    475,843
                                                                                                  ---------

                                                     TOTAL COMMON STOCKS
                                                     (cost $8,573,528)                           11,034,731
                                                     ------------------------------------------------------

     SHORT-TERM INVESTMENTS (2.11%)
     ------------------------------------------------------------------------------------------------------

        Firstar Treasury Fund (cost $235,507)        235,507                                        235,507
                                                                                                  ---------

                                                     TOTAL INVESTMENTS IN SECURITIES
                                                     (cost $8,809,035) - 101.10%                 11,270,238
                                                     LIABILITIES IN EXCESS OF
                                                     OTHER ASSETS  - (1.10%)                      (122,649)
                                                     ------------------------------------------------------
                                                     TOTAL NET ASSETS                           $11,147,589
                                                     ======================================================
<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>
<S>                                                  <C>                                      <C>

                                                     Statement of
                                                     Assets and Liabilities                   JUNE 30, 1999
                                                    -------------------------------------------------------
                                                     ASSETS
     Investments in securities, at value:
        Common stocks (cost $8,573,528).................................................        $11,034,731
        Short-term investments (cost $235,507)..........................................            235,507
     Dividends and interest receivable..................................................             18,463
     Prepaid expenses and other assets..................................................              1,732
                                                     ------------------------------------------------------
                                                     TOTAL ASSETS                                11,290,433
                                                     ------------------------------------------------------
                                                     LIABILITIES
     Payables:
        Advisory fee....................................................................              2,230
        Securities purchased............................................................            129,563
     Accrued expenses...................................................................             11,051
                                                     ------------------------------------------------------
                                                     TOTAL LIABILITIES                              142,844
                                                     ------------------------------------------------------
                                                     NET ASSETS                                 $11,147,589
                                                     ======================================================
                                                     SOURCE OF NET ASSETS
     Capital
        Par value of 290,339 shares outstanding
           (30,000,000 shares authorized)
           at $.01 per share............................................................            $ 2,903
        Paid-in capital ................................................................          8,584,466
                                                      -----------------------------------------------------
        Total capital paid in on shares.................................................          8,587,369
        Undistributed net investment income.............................................                114
        Undistributed net realized gain on
           investment transactions......................................................             98,903
        Unrealized appreciation of investments..........................................          2,461,203
                                                     ------------------------------------------------------
                                                     NET ASSETS                                 $11,147,589
                                                     ======================================================
                                                     NET ASSET VALUE PER SHARE
                                                     (Offering and Redemption Price)                $ 38.40
                                                     ======================================================

</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, 1999
                                                     ------------------------------------------------------
                                                     INVESTMENT
                                                     INCOME
<S>                                                                                               <C>
     Dividends..........................................................................          $ 116,845
     Interest...........................................................................              7,387
                                                     ------------------------------------------------------
                                                     TOTAL INCOME                                   124,232
                                                     ------------------------------------------------------

                                                     EXPENSES
     Investment advisory fee............................................................             92,001
     Transfer agent fee and expenses....................................................             38,027
     Audit fees.........................................................................             12,783
     Registration and filing fees.......................................................              8,491
     Custodian fee and expenses.........................................................              8,005
     Reports to shareholders ...........................................................              2,863
     Legal fees.........................................................................              2,422
     Miscellaneous......................................................................              2,132
     Insurance..........................................................................              2,000
                                                     ------------------------------------------------------
                                                     TOTAL EXPENSES                                 168,724
                                                     LESS: Advisory fees waived                     (53,319)
                                                     ------------------------------------------------------
                                                     NET EXPENSES                                   115,405
                                                     ------------------------------------------------------
                                                     NET INVESTMENT INCOME                            8,827
                                                     ------------------------------------------------------

                                                     REALIZED AND UNREALIZED
                                                     GAIN ON INVESTMENTS - NET
     Realized gain on investments - net.................................................            106,818
     Change in unrealized appreciation of investments - net.............................          1,664,100
                                                     ------------------------------------------------------
                                                     GAIN ON INVESTMENTS - NET                    1,770,918
                                                     ------------------------------------------------------
                                                     NET INCREASE IN NET ASSETS
                                                     RESULTING FROM OPERATIONS                   $1,779,745
                                                     ======================================================
</TABLE>
The accompanying  notes to financial  statements are an integral part of these
statements.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

<TABLE>
<CAPTION>
<S>                                                                              <C>                <C>

                                                   Statement of Changes
                                                   in Net Assets                    FOR THE           FOR THE
                                                                                   YEAR ENDED        YEAR ENDED
                                                                                    JUNE 30,          JUNE 30,
                                                                                      1999              1998
                                                    ------------------------------------------------------------
     Net investment income................................................             $ 8,827          $ 41,565
     Realized gain on investments - net...................................             106,818         1,559,450
     Change in unrealized appreciation of investments - net...............           1,664,100          (528,272)
                                                    ------------------------------------------------------------
                                                     NET INCREASE IN NET
                                                     ASSETS RESULTING
                                                     FROM OPERATIONS                 1,779,745         1,072,743
                                                    -----------------------------------------------------------
                                                     DISTRIBUTIONS TO
                                                     SHAREHOLDERS
     Net investment income................................................             (26,658)          (49,806)
     Realized gain on investments.........................................            (201,601)                0
                                                    -----------------------------------------------------------
                                                     TOTAL DISTRIBUTIONS
                                                     TO SHAREHOLDERS                  (228,259)          (49,806)
                                                    ------------------------------------------------------------
                                                     CAPITAL SHARE
                                                     TRANSACTIONS
     Shares sold .........................................................           1,871,606         2,678,341
     Shares issued in connection with reinvestment of dividends...........             227,253            49,203
     Shares redeemed......................................................          (2,503,433)       (2,285,586)
                                                    ------------------------------------------------------------
                                                     NET CHANGE FROM
                                                     CAPITAL SHARE
                                                     TRANSACTIONS                     (404,574)          441,958
                                                    ------------------------------------------------------------
                                                     TOTAL INCREASE
                                                     IN NET ASSETS                   1,146,912         1,464,895
     Net assets, beginning of year........................................          10,000,677         8,535,782
                                                    ------------------------------------------------------------

     Net assets, end of year (including undistributed
        net investment income of $114 and $17,945,
        respectively).....................................................         $11,147,589       $10,000,677
                                                    ============================================================

                                                     CHANGES IN SHARES
                                                     OUTSTANDING
     Shares sold..........................................................              60,574            84,762
     Shares issued in connection with reinvestment of dividends...........               7,516             1,604
     Shares redeemed......................................................             (81,688)          (72,880)
                                                     -----------------------------------------------------------
                                                     (DECREASE) INCREASE               (13,598)           13,486
                                                     ===========================================================
</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, 1999
- --------------------------------------------------------------------------------

                                    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, 1999, Matrix waived $53,319 of its fee.

                                    NOTE 4 -
                                    INVESTMENT TRANSACTIONS

     The cost of purchases  and the proceeds  from sales of  securities  for the
year ended June 30, 1999 were as follows:


<TABLE>
<CAPTION>
<S>                                                    <C>                     <C>

                                                                                 Proceeds from
                                                                               Sales (Including
                                                        Purchases                 Maturities)
                                                    -----------------------------------------
                  Common Stock and Bonds               $2,988,378                  $3,178,575
                  Short-term Obligations                3,158,058                   3,513,793
</TABLE>

     At June 30, 1999,  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  $3,090,380  and  the  aggregate  gross
     unrealized  depreciation was $629,177, or a net unrealized  appreciation of
     $2,461,203.


<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND


<TABLE>
<CAPTION>

                                                            Financial Highlights
                                                            (FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


                                                                           YEARS ENDED JUNE 30,

<S>                                                        <C>        <C>         <C>         <C>        <C>

                                                           -----------------------------------------------------
                                                            1999       1998        1997        1996        1995
                                                           -----------------------------------------------------

     Net asset value, beginning of year...............     $32.90      $29.39     $24.10      $20.98      $17.78
     Income from investment operations:
        Net investment income.........................       0.03        0.14       0.10        0.47        0.46
        Net realized and unrealized gain
          on investments..............................       6.26        3.54       5.52        3.12        3.13
                                                           -----------------------------------------------------
     Total from investment operations.................       6.29        3.68       5.62        3.59        3.59
                                                           -----------------------------------------------------
     Less distributions:
        Dividends from net investment
          income......................................      (0.09)      (0.17)     (0.33)      (0.47)      (0.39)
        Distributions from realized gains.............      (0.70)      (0.00)     (0.00)      (0.00)      (0.00)
                                                           ------------------------------------------------------
     Total distributions..............................      (0.79)      (0.17)     (0.33)      (0.47)      (0.39)
                                                           ------------------------------------------------------
     Net asset value, end of year.....................     $38.40      $32.90     $29.39      $24.10      $20.98
                                                           ======================================================

     Total return ....................................      19.79%      12.56%     23.47%      17.16%      20.47%

     Ratios/supplemental data:
     Net assets, end of year (millions)..............      $ 11.1      $ 10.0       $ 8.5      $ 6.6       $ 6.0
     Ratio of operating expenses to average
       net assets:
           Before expense reimbursement...............       1.83%       1.80%      1.92%       1.84%       2.35%
           After expense reimbursement................       1.25%       1.23%      1.42%       1.84%       2.35%
     Ratio of net investment income (loss)
       to average net assets:
           Before expense reimbursement ..............      (0.48%)     (0.12)%    (0.06)%      2.01%       2.27%
           After expense reimbursement ...............       0.10%       0.45%      0.44%       2.01%       2.27%
     Portfolio turnover rate ..............                     33%         68%       129%         57%        34%
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     TO THE BOARD OF DIRECTORS and
         SHAREHOLDERS OF MATRIX/LMH VALUE FUND

         We have audited the  accompanying  statement of assets and liabilities,
     including the schedule of investments, of Matrix/LMH Value Fund, as of June
     30, 1999, and the related statement of operations, the statement of changes
     in net assets and the financial  highlights for the year then ended.  These
     financial statements and financial highlights are the responsibility of the
     Fund's  management.  Our  responsibility  is to express an opinion on these
     financial  statements  and  financial  highlights  based on our audit.  The
     financial  statements  for the  year  ended  June 30,  1998  and  financial
     highlights  presented  for the four year  period  ending June 30, 1998 were
     audited by other  auditors  whose report dated August 20, 1998 expressed an
     unqualified opinion on those statements.
         We conducted our audit in accordance with generally  accepted  auditing
     standards.  Those  standards  require that we plan and perform the audit to
     obtain  reasonable  assurance  about whether the financial  statements  and
     financial highlights are free of material  misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the  financial  statements.  Our  procedures  included  confirmation  of
     securities owned as of June 30, 1999, by correspondence  with the custodian
     and brokers.  An audit also includes  assessing the  accounting  principles
     used and  significant  estimates made by management,  as well as evaluating
     the overall  financial  statement  presentation.  We believe that our audit
     provides a reasonable basis for our opinion.
         In our opinion,  the  financial  statements  and  financial  highlights
     referred to above present fairly, in all material  respects,  the financial
     position of Matrix/LMH  Value Fund as of June 30, 1999,  the results of its
     operations,  the changes in its net assets and the financial highlights for
     the year then ended,  in  conformity  with  generally  accepted  accounting
     principles.

                                           TAIT, WELLER & BAKER


     Philadelphia, Pennsylvania
     August 6, 1999
<PAGE>
                               Board of Directors
                    Leonard M. Heine, Jr., Director Emeritus
                               David A. Katz, CFA
                                Larry D. Kieszek
                              Robert M. Rosencrans
                                T. Michael Tucker

                               Investment Advisor
                           Matrix Asset Advisors, Inc.
                          747 Third Avenue, 31st Floor
                               New York, NY 10017
                                 (800) 366-6223

                                    Custodian
                     Firstar Institutional Custody Services
                                425 Walnut Street
                              Cincinnati, OH 45202

                                 Transfer Agent
                          American Data Services, Inc.
                                150 Motor Parkway
                               Hauppauge, NY 11788
                                 (800) 385-7003

                                  Administrator
                      Investment Company Administration LLC

                             Independent Accountants
                              Tait, Weller, & Baker

                                  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.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission