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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: Professionally Managed Portfolios
479 West 22nd Street
New York, NY 10011
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2. Name of each series or class of funds for which this notice is filed:
Avondale Total Return Fund The Perkins Opportunity Fund
The Crescent Fund Pro-Conscience Women's Equity Mutual Fund
Hodges Fund
The Osterweis Fund
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3. Investment Company Act File Number: 811-5037
Securities Act File Number: 33-12213
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4. Last day of fiscal year for which this notice is filed: 03-31-96
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
N/A / /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
6,768,854 $106,896,615
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
6,768,854 $106,896,615
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
(included in Item 9 per Instruction B.7)
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 106,896,615
the fiscal year in reliance on rule 24f-2 (from --------------
Item 10):
(ii) Aggregate price of shares issued in connection +
with dividend reinvestment plans (from Item 11, --------------
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 24,781,613
during the fiscal year (if applicable): --------------
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing --------------
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 82,115,002
during the fiscal year in reliance on rule 24f-2 --------------
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/2900
Securities Act of 1933 or other applicable law --------------
or regulation (see Instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by $ 28,316
line (vi)]: ==============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). /x/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 5/30/96
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Steven J. Paggioli
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Steven J. Paggioli, President
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Date 05-28-96
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*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF HELLER EHRMAN WHITE & MCAULIFFE]
May 22, 1996
Professionally Managed Portfolios
479 West 22nd Street
New York, New York 10011
Ladies and Gentlemen:
As counsel to the Professionally Managed Portfolios, a
Massachusetts business trust (the "Trust"), you have requested our opinion with
respect to the shares of beneficial interest of the six series of the Trust,
Avondale Total Return Fund ("Avondale"), The Crescent Fund ("Crescent"), Hodges
Fund ("Hodges"), The Osterweis Fund ("Osterweis"), The Perkins Opportunity Fund
("Perkins"), Women's Equity Mutual Fund ("Womens") (the series together, the
"Portfolios") sold by the Trust during their fiscal year ended March 31, 1996
(the "Shares") in connection with the notice (the "Notice") being filed by the
Trust with the Securities and Exchange Commission pursuant to Rule 24f-2 adopted
under the Investment Company Act of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:
(a) the Trust's Agreement and Declaration of Trust
dated February 17, 1987, as amended on
September 16, 1988 and May 31, 1991 (as so
amended, the "Declaration of Trust"), certified to
us by an officer of the Trust as being true and
complete and in effect throughout the Portfolio's
fiscal year ended March 31, 1996 (the "Fiscal
Year");
(b) the Bylaws of the Trust certified to us by an
officer of the Trust as being true and complete
and in effect throughout the Fiscal Year;
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Professionally Managed Portfolios
May 22, 1996 Page 2
(c) the Prospectuses and Statement of Additional
Information of the Portfolios effective during the
Fiscal Year, as described in the officer's
certificate identified in (e) below (collectively,
the "Prospectus");
(d) Minutes of meetings of the Board of Trustees on
April 28, 1987, April 28, 1992, October 27, 1992,
March 2, 1993 and June 9, 1993 relating to the
establishment of the Portfolios of which the
Shares are part, as certified by an officer of the
Trust as being in full force and effect without
amendment or modification throughout the Fiscal
Year; and
(e) a certificate of an officer of the Trust
concerning certain factual matters.
In rendering our opinion below, we have assumed that all of
the Shares were issued and sold at the per-share public offering price on the
date of their issuance in accordance with statements specified in the
then-current Prospectus of each Portfolio and in accordance with Article III of
the Declaration of Trust.
In rendering our opinion, we have assumed that the Portfolios
received, in cash or permitted securities as provided in the Prospectus, an
amount equal to the per-share public offering price described in the
then-current Prospectus of each Portfolio (and, if applicable, including a sales
charge disclosed in the Prospectus) for the shares issued and sold by the
Portfolios. We have not conducted an independent examination of the books and
records of the Trust for the purpose of determining whether all of the Shares
were fully paid prior to their issuance and do not believe it to be our
obligation to do so.
Our opinion below is limited to the federal law of the United
States of America and the business trust law of the Commonwealth of
Massachusetts. We are not licensed to practice law in the Commonwealth of
Massachusetts, and we have based our opinion below solely on our review of
Chapter 182 of the General Laws of the Commonwealth of Massachusetts and the
case law interpreting such Chapter as reported in Annotated Laws of
Massachusetts (Law. Co-op. 1987 & Supp. 1995) and updated on Westlaw. We have
not undertaken a review of other Massachusetts law or court decisions or of any
administrative decisions in connection with rendering this opinion. We disclaim
any opinion as to any law other than that of the United States of America and
the business trust law of the Commonwealth of Massachusetts as described above,
and we disclaim any opinion as to any statute,
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Professionally Managed Portfolios
May 22, 1996 Page 3
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
We note that pursuant to certain decisions of the Supreme
Judicial Court of the Commonwealth of Massachusetts, shareholders of a
Massachusetts business trust may, in certain circumstances, be assessed or held
personally liable as partners for the obligations or liabilities of the trust.
However, we also note that Article VIII, Section 1 of the Declaration of Trust
provides that all persons extending credit to, contracting with or having any
claim against the Trust or the Portfolios shall look only to the assets of the
Trust or the Portfolios for payment thereof and that the shareholders shall not
be personally liable therefor, and further provides that every note, bond,
contract, instrument, certificate or undertaking made or issued on behalf of the
Trust or the Portfolios may include a notice that such instrument was executed
on behalf of the Trust or the Portfolios and that the obligations of such
instruments are not binding upon any of the shareholders of the Trust or the
Portfolios individually, but are binding only on the assets and property of the
Trust.
Based upon our examination of such questions of law as we have
deemed necessary and appropriate for the purpose of this opinion and subject to
the foregoing, we are of the opinion that the Shares, as sold pursuant to
registration under the Securities Act of 1933, as amended, and Rule 24f-2
adopted under the Act, were legally issued, fully paid and, subject to the court
decisions described above, nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Notice being filed by the Trust with the Securities and Exchange
Commission. This opinion is rendered to you in connection with that Notice and
is solely for your benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other entity for any
purpose, without our prior written consent. We disclaim any obligation to advise
you of any developments in areas covered by this opinion that occur after the
date of this opinion.
Sincerely yours,
/s/ HELLER EHRMAN WHITE & MCAULIFFE
