PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1996-03-26
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                         Insightful Investor Growth Fund

                                  Annual Report
                               December 31, 1995
<PAGE>
                         Insightful Investor Growth Fund
                                  January 1996
Dear Shareholder:

INSIGHTFUL INVESTOR GROWTH FUND is off to a very good start.

I am pleased to report to you that for the five month period from July 28, 1995,
when we commenced  operations,  to December 31, 1995,  the Fund achieved a total
return of 15.93%. The Fund's total return substantially outperformed that of the
S&P 500 and more than  tripled  that of the  NASDAQ  Composite  during  the same
period.

Stock Selection Counts

Throughout  my  investment  career,  I have always  believed  that quality stock
selection is the key to successful  long-term  investing.  The Fund's  excellent
performance in its first five months,  in my opinion,  was due primarily to just
that--stock selection.

As you know, my portfolio  management  approach  starts with  monitoring the top
growth  stock  holdings of some of  America's  greatest  investors--people  like
Warren Buffett, Mario Gabelli, Mike Price and Marty Zweig.

I then  subject  their top  holdings  to my own very  rigorous  fundamental  and
technical  analysis,  eliminating those that don't make the grade. What I'm left
with are a select group of powerful  growth  companies.  Let me describe some of
the Fund's current portfolio companies:

The Fund's top holding was  National  Media  Corporation,  the largest  publicly
traded infomercial company in the country. Over the five month period,  National
Media's stock rose an impressive 57.4%.

Say what you want about  infomercials,  but they do sell  products.  After a few
years of very bad  management  which  actually  almost  bankrupted  the company,
National  Media now has a new  management  team in place which is  determined to
sharply grow sales and  earnings.  And that looks to be  precisely  what they're
doing.  Foreign  sales are booming as the  company  has teamed up with  Japanese
giant  Mitsui  to air  National  Media's  infomercials  on  television  stations
throughout  Japan.  National Media  recently  reported that latest quarter sales
were up over 65%. Earnings per share rose an impressive 950%.

We also hold Callaway Golf, the leading  premium golf club  manufacturer  in the
world.  In 1995  Callaway  reported a 23%  increase in annual  sales,  and a 25%
increase in earnings. Callaway's stock rose 40.9% during the period.

United  Healthcare  is another of the Fund's  holdings.  It's one of the largest
HMO's in the country.  We think this company is a cash cow.  Several health care
analysts have described the company's  management team as second to none. United
Healthcare's stock rose 44.3% during the period.

<PAGE>
Diversified but not Over-Diversified

You  may  have  read  recently  that  approximately  80%  of  all  mutual  funds
underperform the overall market averages. One major reason for this, in my view,
is that most funds own too many stocks.  I don't see why we should buy our 115th
favorite stock for the Fund when we could buy more of our top ten stocks. In our
view, the Fund can be  well-diversified to reduce risk with a lot less stocks in
its portfolio.  It will not be so over-diversified  as to practically  guarantee
mediocre performance. At year end, the Fund owned 30 stocks.

1996: Another Good Year for Stocks

Few  investors  believe  that  the  stock  and  bond  markets  can  match  their
spectacular  returns  of 1995.  While I doubt  that  we'll see the major  market
averages  advance over 30% this year,  there are several factors that do suggest
that stocks can continue to perform well. All  indications  are that the economy
will  continue its slow  growth,  low  inflation  pattern of the past two years.
That's  bullish for stocks and bonds  because it means that the Federal  Reserve
can continue to lower interest rates. In addition,  we believe corporate profits
should  continue to grow strongly.  Many American  companies are leaner and more
productive  than  they've  ever been.  That's also  bullish  for stocks.  I feel
confident  that many of the Fund's core  holdings  will report  record sales and
profits in 1996.

A Different Kind of Fund

As I'm sure you can tell, I am determined to make the Fund  different  from many
other  mutual  funds  that  spend  as much or  more on  marketing  as they do on
research.  My focus is to seek out and uncover  what we believe are great growth
companies  and  undiscovered  special  situations.  I hope that the results will
speak for  themselves.  I am very  pleased with our  excellent  start and I look
forward to writing to you again after the first half of the year.

I appreciate  that you have become a shareholder in the Fund and I will continue
to work hard to justify your confidence.

                                   Sincerely,

                                Dan Bruce Levine
                                                              Portfolio Manager

P.S. If you would like to add to your  investment in the Fund,  simply  complete
the enclosed order form by filling in the additional amount to be invested,  and
mailing it in the  enclosed  envelope,  along with your check.  Thanks again for
your support.

<PAGE>
<TABLE>
<CAPTION>

           COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE
          INSIGHTFUL INVESTOR GROWTH FUND AND THE S&P 500 STOCK INDEX.
      Average Annual Total Return
    Since Inception (7/28/95) 41.33%
                            S&P 500 Stock Index    Insightful Investor Growth Fund
<S>                              <C>                     <C>   
           7/30/95               10,000                  10,000
           8/30/95               10,006                  10,140
           9/30/95               10,427                  10,160
          10/31/95               10,395                  10,270
          12/1/95                10,843                  10,870
          12/31/95               11,052                  11,593
</TABLE>

Past performance is not predictive of future performance.
<PAGE>
<TABLE>
<CAPTION>

                         Insightful Investor Growth Fund
PORTFOLIO OF INVESTMENTS at December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
      Shares         COMMON STOCKS: 88.4%                                                             Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
Advertising: 24.4%
<S>   <C>                                                                                                <C>
      24,000         National Media Corp.....................................................            $ 504,000
                                                                                                         ---------

                     Automobile: 2.4%
         900         Chrysler Corp...........................................................               49,838
                                                                                                            ------

                     Business Services: 2.7%
       1,350         Robert Half International...............................................               56,531
                                                                                                            ------

                     Computer & Software: 8.3%
         500         Adaptec, Inc............................................................               20,500
      10,000         Compucom Systems, Inc...................................................               95,000
       1,500         Zilog, Inc..............................................................               54,938
                                                                                                            ------
                                                                                                           170,438
                                                                                                           -------
                     Electronics: 3.4%
       1,000         Electro Scientific Industries, Inc......................................               29,250
       1,000         Teradyne, Inc...........................................................               25,000
         500         Vishay Intertechnology..................................................               15,750
                                                                                                            ------
                                                                                                            70,000
                                                                                                            ------
                     Entertainment: 3.2%
         650         Cedar Fair..............................................................               24,050
      15,000         Latin American Casinos..................................................               41,250
                                                                                                            ------
                                                                                                            65,300
                                                                                                            ------
                     Financial Services: 4.4%
       3,000         DVI, Inc................................................................               42,000
         700         Nationsbank Corp........................................................               48,738
                                                                                                            ------
                                                                                                            90,738
                                                                                                            ------
                     Games & Toys: 2.4%
       4,000         Acclaim Entertainment, Inc..............................................               49,500
                                                                                                            ------

                     Insurance: 3.1%
      25,000         Lloyd Thompson Group PLC................................................               64,719
                                                                                                            ------

                     Manufacturing: 1.6%
       3,000         Wandel & Goltermann Technologies, Inc...................................               31,875
                                                                                                            ------
<PAGE>
                         Insightful Investor Growth Fund
PORTFOLIO OF INVESTMENTS at December 31, 1995, Continued
- ------------------------------------------------------------------------------------------------------------------------------------
      Shares                                                                                          Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
                     Medical: 15.7%
       4,000         Quidel Corp.............................................................             $ 28,500
       2,000         Rehabcare Group, Inc....................................................               38,500
       1,350         United Healthcare Corp..................................................               88,425
       1,750         Universal Health Services...............................................               77,656
       3,625         Vivra, Inc..............................................................               91,078
                                                                                                            ------
                                                                                                           324,159
                                                                                                           -------
                     Oil Equipment & Services: 4.1%
       2,500         Pool Energy Services Co.................................................               23,750
       1,700         Seitel, Inc.............................................................               60,137
                                                                                                            ------
                                                                                                            83,887
                                                                                                            ------
                     Recreational Equipment: 6.0%
       1,750         Arctco, Inc.............................................................               22,750
       3,500         Callaway Golf Co........................................................               79,188
         600         Cobra Golf, Inc.........................................................               21,375
                                                                                                            ------
                                                                                                           123,313
                                                                                                           -------
                     Telecommunications: 6.7%
         500         DSC Communications Corp.................................................               18,437
       1,750         GTE Corp................................................................               77,000
       2,500         Intermedia Communications of Florida....................................               43,750
                                                                                                            ------
                                                                                                           139,187
                                                                                                           -------

                     Total Common Stocks (cost $1,523,987)...................................            1,823,485
                                                                                                         ---------

                     PREFERRED STOCKS: 0.9%
- ------------------------------------------------------------------------------------------------------------------------------------
                     Computers: 0.9%
         750         Comdisco, Inc...........................................................               19,312
                                                                                                            ------

                     Total Preferred Stocks (cost $19,176)...................................               19,312
                                                                                                            ------

Principal Amount     REPURCHASE AGREEMENTS: 11.1%
- ------------------------------------------------------------------------------------------------------------------------------------
    $229,745         Provident Bank Repurchase Agreement, 5.20%, dated 12/29/95,
                     due 1/2/96 (proceeds $229,878) (cost $229,745) (a)......................              229,745
                                                                                                           -------

<PAGE>
                         Insightful Investor Growth Fund
PORTFOLIO OF INVESTMENTS at December 31, 1995, Continued
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Market Value
- ------------------------------------------------------------------------------------------------------------------------------------

Total Investment in Securities (cost $1,772,908+): 100.4%....................................          $ 2,072,542
                     Liabilities less Other Assets: (0.4%)...................................               (8,840)
                                                                                                            ------ 
                     Total Net Assets: 100.0%................................................          $ 2,063,702
                                                                                                       ===========
<FN>

(a)  It is the  Fund's  intention  to  receive  U.S.  Government  securities  as
collateral  for any  repurchase  agreement with a market value which is at least
equal to 100% of the  value of the  amount  invested  by the Fund  plus  accrued
interest.  The repurchase  agreement is collateralized by $235,000 U.S. Treasury
Bills,  due 3/7/96,  which have a value of $232,797.  If the market value of the
U.S. Government securities subject to the repurchase agreement becomes less than
the  repurchase  price  (including  interest),  the Fund will obtain  additional
collateral.  The Fund further intends for collateral to be physically  delivered
or transferred by book entry to the account of the custodian.

+ At December 31, 1995,  the cost of securities for Federal tax purposes was the
same  as  the  basis  for  financial  reporting.   Unrealized  appreciation  and
depreciation of securities was as follows:

                     Gross unrealized appreciation...........................................            $ 330,995
                     Gross unrealized depreciation...........................................              (31,361)
                                                                                                           ------- 
                     Net unrealized appreciation.............................................            $ 299,634
</FN>
</TABLE>

See accompanying notes to financial statements.
<PAGE>
                         Insightful Investor Growth Fund
<TABLE>
<CAPTION>

STATEMENT OF ASSETS AND LIABILITIES at December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

ASSETS
<S>                                                                                                     <C>       
      Investments in securities, at value (identified cost $1,772,908) (Note 2-A) ...........           $2,072,542
      Receivables:
            Expense reimbursement............................................................                2,944
            Dividends and interest ..........................................................                1,462
      Other assets...........................................................................                  513
                                                                                                               ---
                  Total assets ..............................................................            2,077,461
                                                                                                         ---------

LIABILITIES
      Accrued expenses ......................................................................               13,759
                                                                                                            ------


NET ASSETS     ..............................................................................           $2,063,702
                                                                                                        ==========

      Net asset value and redemption price per share
            ($2,063,702/178,106 shares outstanding;
            unlimited number of shares authorized without par value) ........................               $11.59
                                                                                                            ======

      Computation of offering price per share ($11.59/.9375)*................................               $12.36
                                                                                                            ======

SOURCE OF NET ASSETS
      Paid-in capital .......................................................................           $1,815,085
      Accumulated net realized loss on investments...........................................              (51,017)
      Net unrealized appreciation of investments.............................................              299,634
                                                                                                           -------
            Net assets ......................................................................           $2,063,702
                                                                                                        ==========
<FN>

*On investments of greater than $50,000, the offering price is reduced.
</FN>
</TABLE>

See accompanying notes to financial statements.
<PAGE>
                         Insightful Investor Growth Fund
<TABLE>
<CAPTION>

STATEMENT OF  OPERATIONS - For the Period July 28,  1995*  through  December 31,1995
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
      Income
<S>                                                                                                       <C>     
            Interest ........................................................................             $ 11,838
            Dividends........................................................................                4,589
                                                                                                             -----
                  Total investment income ...................................................               16,427
                                                                                                            ------
      Expenses
            Advisory fees (Note 3) ..........................................................                7,268
            Management fees (Note 3).........................................................               15,061
            Custodian and accounting fees....................................................                9,477
            Transfer agent fees..............................................................                3,274
            Auditing fees....................................................................                5,754
            Trustees' fees...................................................................                1,438
            Legal fees.......................................................................                  719
            Reports to shareholders..........................................................                1,439
            Distribution expenses (Note 4)...................................................                1,444
            Miscellaneous....................................................................                1,439
                                                                                                             -----
                  Total expenses.............................................................               47,313
                  Less: expenses reimbursed (Note 3).........................................              (32,777)
                                                                                                           ------- 
                  Net expenses...............................................................               14,536
                                                                                                            ------
                  Net investment income   ...................................................                1,891
                                                                                                             -----

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
      Net realized loss from security transactions ..........................................              (51,017)
      Net unrealized appreciation of investments ............................................              299,634
                                                                                                           -------
            Net realized and unrealized gain of investments .................................              248,617
                                                                                                           -------
                  Net Increase in Net Assets Resulting from Operations ......................            $ 250,508
                                                                                                         =========

<FN>
*Commencement of operations.
</FN>
</TABLE>

See accompanying notes to financial statements.
<PAGE>
                         Insightful Investor Growth Fund
<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  July 28, 1995*
                                                                                                      through
                                                                                                 December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS FROM:
OPERATIONS
<S>                                                                                                     <C>    
Net investment income........................................................................           $ 1,891
Net realized loss on security transactions ..................................................           (51,017)
Net unrealized appreciation of investments...................................................           299,634
                                                                                                        -------
      Net increase in net assets resulting from operations ..................................           250,508
                                                                                                        -------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ($.012 per share)......................................................            (1,891)
                                                                                                         ------ 

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from net change in outstanding shares (a).................         1,815,085
                                                                                                      ---------
      Total increase in net assets ..........................................................         2,063,702

NET ASSETS
Beginning of period .........................................................................               -0-
                                                                                                             - 
End of period ..............................................................................         $2,063,702
                                                                                                     ==========

<FN>
(a) A summary of capital shares transactions is as follows:
                                                                                           July 28, 1995*
                                                                                                through
                                                                                           December 31, 1995
                                                                                       Shares          Value
Shares sold ..............................................................             183,449       $1,873,324
Shares issued in reinvestment of distributions............................                 184            1,891
Shares redeemed...........................................................              (5,527)         (60,130)
                                                                                        ------          ------- 
Net increase .............................................................             178,106       $1,815,085
                                                                                       =======       ==========

*Commencement of operations.
</FN>
</TABLE>

See accompanying notes to financial statements.
<PAGE>
                         Insightful Investor Growth Fund
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
for a capital share outstanding throughout the period
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   July 28, 1995*
                                                                                                    through
                                                                                                  December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                                    <C>   
Net asset value, beginning of period .........................................................         $10.00
                                                                                                       ------
Income from investment operations:
      Net investment income ..................................................................            .01
      Net realized and unrealized gain on investments ........................................           1.59
                                                                                                         ----
Total from investment operations..............................................................           1.60
                                                                                                         ----
Less distributions:
      Dividends from net investment income....................................................           (.01)
                                                                                                         ---- 
Net asset value, end of period ...............................................................         $11.59
                                                                                                       ======
Total return .................................................................................          15.93%
Ratios/supplemental data:
Net assets, end of period (millions)..........................................................          $ 2.1
Ratio of expenses to average net assets:
      Before expense reimbursement ...........................................................           8.13%+
      After expense reimbursement.............................................................           2.50%+
Ratio of net investment income (loss) to average net assets:
      Before expense reimbursement ...........................................................          (5.31)%+
      After expense reimbursement ............................................................           0.32%+
Portfolio turnover rate ......................................................................          50.75%


<FN>

*Commencement of operations.

+Annualized.
</FN>
</TABLE>

See accompanying notes to financial statements.
<PAGE>
                         Insightful Investor Growth Fund
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION
      The Insightful  Investor Growth Fund (the "Fund") is a diversified  series
of shares of  beneficial  interest of  Professionally  Managed  Portfolios  (the
"Trust"),  which is  registered  under the  Investment  Company Act of 1940 (the
"1940 Act") as an open-end  management  investment  company.  The Fund's primary
investment objective is growth of capital which it seeks to achieve by investing
principally  in  common  stocks.  The  market  value  of the  Fund's  investment
portfolio  will fluctuate with market  conditions  and investor's  shares,  when
redeemed,  may be worth more or less than their  original  cost.  The Fund began
operations on July 28, 1995.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
      The following is a summary of significant accounting policies consistently
followed by the Fund.  These policies are in conformity with generally  accepted
accounting principles.

      A.   Security  Valuation.  Investments in securities  traded on a national
           securities  exchange or included in the NASDAQ National Market System
           are  valued at the last  reported  sale price at the close of regular
           trading on the last business day of the period;  securities traded on
           an  exchange  or NASDAQ  for  which  there has been no sale and other
           over-the-counter  securities  are  valued  at the last  reported  bid
           price.  Securities for which quotations are not readily available are
           valued at their respective fair values as determined in good faith by
           the Board of  Trustees.  Short-term  investments  are stated at cost,
           which when combined with accrued interest, approximates market value.

                  U.S. Government securities with less than 60 days remaining to
           maturity  when  acquired by the Fund are valued on an amortized  cost
           basis. U.S. Government securities with more than 60 days remaining to
           maturity  are  valued at the  current  market  value  (using the mean
           between  the bid and  asked  price)  until  the  60th  day  prior  to
           maturity,  and are then valued at amortized cost based upon the value
           on such date  unless the Board  determines  during such 60 day period
           that this amortized cost basis does not represent fair value.

      B.  Federal  Income  Taxes.  The Fund  intends to comply  with the  
           requirements  of the  Internal  Revenue  Code  applicable  to
           regulated  investment  companies and to distribute  all of its 
           taxable  income to its  shareholders.  Therefore,  no federal
           income tax provision is required.

      C.  Security  Transactions,  Investment  Income  and  Distributions.  As 
           is common in the  industry,  security  transactions  are
           accounted for on the trade date. Dividend income and distributions 
           to shareholders are recorded on the ex-dividend date.

      D.   Accounting Estimates. In preparing financial statements in conformity
           with  generally  accepted  accounting  principles,  management  makes
           estimates and assumptions  that affect the reported amounts of assets
           and liabilities at the date of the financial  statements,  as well as
           the  reported  amounts of revenues  and  expenses  during the period.
           Actual results could differ from those estimates.
<PAGE>
                         Insightful Investor Growth Fund
NOTES TO FINANCIAL STATEMENTS, Continued

NOTE 3 - INVESTMENT ADVISORY AND  MANAGEMENT FEES AND OTHER TRANSACTIONS WITH 
AFFILIATES
      For the period ended December 31, 1995, Insightful Management  Corporation
(the "Adviser")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Adviser  furnished all investment  advice,
office space, facilities, and most personnel needed by the Fund. As compensation
for its  services,  the Adviser is  entitled to a monthly fee at the  annualized
rate of 1.25%  based  upon the  average  daily net  assets of the Fund.  For the
period ended December 31, 1995, the Fund incurred $7,268 in advisory fees.
      The Fund is responsible  for its own operating  expenses.  The Adviser has
agreed to reduce fees payable to it by the Fund to the extent necessary to limit
the Fund's  aggregate  annual  operating  expenses to the most stringent  limits
prescribed by any state in which the Fund's shares are offered for sale.  During
the period ended  December 31, 1995, the Adviser waived all of its advisory fees
and  in  addition,  voluntarily  reimbursed  $25,509  of  the  Fund's  operating
expenses.  Any such  reductions  made by the  Adviser in its fees or payments or
reimbursement  of  expenses  which are the  Fund's  obligation  are  subject  to
reimbursement  by the Fund within the following three years provided the Fund is
able to effect  such  reimbursement  and remain in  compliance  with  applicable
expense limitations.
      Southampton  Investment  Management  Company (the  "Manager")  acts as the
Fund's Administrative Manager under an Administrative  Management Agreement. The
Administrator prepares various federal and state regulatory filings, reports and
returns  for the Fund;  prepares  reports  and  materials  to be supplied to the
trustees;  monitors the activities of the Fund's  custodian,  transfer agent and
accountants;  coordinates  the  preparation  and  payment of Fund  expenses  and
reviews the Fund's expense accruals.  For its services,  the Manager receives an
annual fee equal to the greater of 0.20% of the Fund's  average daily net assets
between $15 and $50 million or $30,000.
      Newcomb  &  Company  (the  "Distributor")  acts  as the  Fund's  principal
underwriter  in  a  continuous  public  offering  of  the  Fund's  shares.   The
Distributor is an affiliate of the Adviser. During the period ended December 31,
1995,  the  Distributor  received  commissions  of $1,155 on sales of the Fund's
shares.
      Certain  officers  and  Trustees  of the  Trust are also  officers  and/or
directors of the Manager.

NOTE 4 - DISTRIBUTION COSTS
      The Fund has adopted a Distribution  and  Shareholder  Servicing Plan (the
"Plan") in accordance with Rule 12b-1 under the 1940 Act. The Plan provides that
the Fund may pay a fee to the  Distributor  at an annual  rate of up to 0.25% of
the average daily net assets of the Fund. Payments made pursuant to the Plan are
limited to the actual  expenses  incurred by the  Distributor in activities that
are  primarily  designed  to  promote  the sale of shares of the Fund.  The Fund
incurred $1,444 in distribution expenses for the period ended December 31, 1995.

     NOTE 5 - INVESTMENT  TRANSACTIONS 

     Purchases and sales of securities,  other than short-term investments,  for
the period ended December 31, 1995 were $2,026,162 and $431,982, respectively.

     At December 31, 1995 the Fund had a capital loss  carryforward  for federal
income tax purposes of $22,053  which  expires in 2003.  In  addition,  the Fund
realized  losses for financial  reporting  purposes of $28,964 which will not be
realized for federal income tax purposes until 1996.
<PAGE>
                         Insightful Investor Growth Fund
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders of
      Insightful Investor Growth Fund and
the Board of Trustees of
      Professionally Managed Portfolios

      We have  audited the  accompanying  statement  of assets and  liabilities,
including the portfolio of  investments,  of Insightful  Investor Growth Fund (a
series of  Professionally  Managed  Portfolios) as of December 31, 1995, and the
related  statements  of  operations  and changes in net assets and the financial
highlights  for the period from July 28, 1995  (commencement  of  operations) to
December 31, 1995. 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.

       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
December 31, 1995, by correspondence with the custodian.  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
Insightful  Investor Growth Fund as of December 31, 1995, and the results of its
operations,  the changes in its net assets and the financial  highlights for the
period from July 28, 1995 to December 31, 1995,  in  conformity  with  generally
accepted accounting principles.

                              TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 2, 1996
<PAGE>
                                     Adviser
                        Insightful Management Corporation
                          175 Great Neck Road Suite 307
                           Great Neck, New York 11021


                                   Distributor
                                Newcomb & Company
                         Six New England Executive Park
                         Burlington, Massachusetts 01803


                                    Custodian
                                    Star Bank
                                  P.O. Box 1118
                           Cincinnati, Ohio 45201-1118


                                 Transfer Agent
                          American Data Services, Inc.
                        24 West Carver Street, 2nd Floor
                           Huntington, New York 11743


                                    Auditors
                              Tait, Weller & Baker
                               2 Penn Center Plaza
                        Philadelphia, Pennsylvania 19102


                                  Legal Counsel
                        Heller, Ehrman, White & McAuliffe
                                 333 Bush Street
                         San Francisco, California 94104



                 This report is intended for shareholders of the
                   Insightful Investor Growth Fund and may not
                 be used as sales literature unless preceded or
                      accompanied by a current prospectus.


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