Securities Act File No. 33-12213
Investment Company Act File No. 811-5037
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 30 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 31 |X|
(Check appropriate box or boxes)
PROFESSIONALLY MANAGED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
479 West 22nd Street
New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 633-9700
Steven J. Paggioli
Professionally Managed Portfolios
479 West 22nd Street
New York, NY 10011
(Name and Address of Agent for Service)
Copy to: Julie Allecta, Esq.
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, CA, 94104
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It is proposed that this filing will become effective:
|X|Immediately upon filing pursuant to paragraph (b)
__ On pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
__ On pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
__ On pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
__ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
- --------------------------------------------------------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
elected to register an indefinite number of shares of beneficial interest, no
par value. The most recent notice required by Rule 24f-2 was filed on May 30,
1996.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
N-1A Item No. Location
Part A
Item 1. Cover Page........................... Cover Page
Item 2. Synopsis............................. Expense
Table
Item 3. Financial Highlights................. N/A
Item 4. General Description of Registrant.... Investment
Objective,
Policies and
Risks;
Item 5. Management of the Fund............... Management
of the Fund
Item 5A Management's Discussion of Fund See Annual
Performance Reports to
Shareholders
Item 6. Capital Stock and Other Securities. . . Distributions
and Taxes;
How the
Fund's Per
Share Value
is Determined
Item 7. Purchase of Securities Being Offered . . How to Invest
in the Fund;
How the
Fund's Per
Share Value
is Determined
Item 8. Redemption or Repurchase. . . . . . . . How to Redeem
an Investment
in the Fund
Item 9. Pending Legal Proceedings . . . . . . . N/A
Part B
Item 10. Cover Page ............................. Cover Page
<PAGE>
Item 11. Table of Contents....................... Table of
Contents
Item 12. General Information and History . . . . The Trust;
General
Information
Item 13 Investment Objectives and Policies .... Investment
Objective and
Policies;
Investment
Restrictions;
Item 14. Management of the Fund................... Management
Item 15. Control Persons and Principal Holders
of Securities............................ Management
Item 16. Investment Advisory and Other Services.... Management
Item 17. Brokerage Allocation...................... Execution of
Portfolio
Transactions
Item 18. Capital Stock and Other Securities........ General
Information
Item 19. Purchase, Redemption and Pricing of
Shares Being Offered.............. Additional
Purchase &
Redemption
Information
Item 20. Tax Status.............................. Distributions
& Tax Infor-
mation
Item 21. Underwriters............................ The Fund's
Distributor
Item 22. Performance Information.................. Performance
Information
Item 23. Financial Statements.................... N/A
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement
<PAGE>
Parts A (Prospectus) and B (Statement of Additional Information) with respect to
the Boston Managed Growth Fund, Leonetti Balanced Fund, Lighthouse Growth Fund
and U.S. Global Leaders Growth Fund series of the Registrant, as filed with the
Commission, are incorporated by reference herein.
<PAGE>
Boston Managed Growth Fund
FINANCIAL HIGHLIGHTS - For a capital share outstanding throughout the period
(Unaudited)
December 1, 1995* through
December 31, 1995
Net asset value, beginning of period $73.62
Income from investment operations:
Net investment income .14
Net realized and unrealized gain on investments .80
Total from investment operations .94 Less distributions:
Dividends from net investment income (.15)
Net asset value, end of period $ 74.41
Total return 16.08%**
Ratios/supplemental data
Net assets, end of period (millions) $52.9 Ratios of expenses to average net
assets:
Before expense reimbursement 1.00%**
After expense reimbursement 1.00% **
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement 3.77%**
After expense reimbursement 3.77%**
Portfolio turnover rate 3.97%
*Commencement of operations
**Annualized
<PAGE>
Leonetti Balanced Fund
FINANCIAL HIGHLIGHTS - For a capital share outstanding throughout the period
(Unaudited)
August 1, 1995* through
December 31,1995
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income .05
Net realized and unrealized gain on investments .56
Total from investment operations .61 Less distributions:
Dividends from net investment income (.05)
Net asset value, end of period $ 10.56
Total return 12.36%**
Ratios/supplemental data
Net assets, end of period (millions) $8.8 Ratios of expenses to average net
assets:
Before expense reimbursement 2.55%**
After expense reimbursement 2.50% **
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement (1.24%)**
After expense reimbursement 1.29%**
Portfolio turnover rate 17.26%
*Commencement of operations
**Annualized
<PAGE>
Lighthouse Growth Fund
FINANCIAL HIGHLIGHTS - For a capital share outstanding throughout the period
(Unaudited)
September 29, 1995* through
February 29, 1996
Net asset value, beginning of period $12.00
Income from investment operations:
Net investment loss (.05)
Net realized and unrealized gain on investments .70
Total from investment operations .65 Less distributions:
Dividends from net investment income (.00)
Distributions (from capital gains) (.06)
Total distributions .06
Net asset value, end of period $ 12.59
Total return 13.42%**
Ratios/supplemental data
Net assets, end of period (millions) $7.2 Ratios of expenses to average net
assets:
Before expense reimbursement 3.41%**
After expense reimbursement 2.00% **
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement (2.81%)**
After expense reimbursement (1.40%)**
Portfolio turnover rate 8.71%
*Commencement of operations
**Annualized
<PAGE>
U.S. Global Leaders Growth Fund
FINANCIAL HIGHLIGHTS - For a capital share outstanding throughout the period
(Unaudited)
October 1, 1995* through
December 31,1995
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income .01
Net realized and unrealized gain on investments .66
Total from investment operations .67 Less distributions:
Dividends from net investment income (.01)
Net asset value, end of period $ 10.66
Total return 29.01%**
Ratios/supplemental data
Net assets, end of period (millions) $5.0 Ratios of expenses to average net
assets:
Before expense reimbursement 3.41%**
After expense reimbursement 0.12% **
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement (1.81%)**
After expense reimbursement 0.12%**
Portfolio turnover rate 0.00%
*Commencement of operations
**Annualized
<PAGE>
PROFESSIONALLY MANAGED PORTFOLIOS
FORM N-1A
PART C
Item 24. Financial Statements and Exhibits.
(a) Financial Statements: Financial Statements for the fiscal year ended
March 31, 1996: Incorporated by reference from the annual reports to
shareholders for the fiscal year ended March 31, 1996; (unaudited) (Avondale
Total Return, Crescent, Hodges, Osterweis, Perkins Opportunity, and Women's
Equity Mutual Fund Series).
Financial Statements for the fiscal year ended August 31, 1995:
Incorporated by Reference from the annual reports to shareholders for the fiscal
year ended August 31, 1995 (Academy Value and Trent Equity Fund Series).
Financial Statements for the fiscal period ended December 31, 1995;
Incorporated by Reference from the annual reports to shareholders for the fiscal
period ended December 31, 1995 (Kayne, Anderson Rising Dividend Fund Series,
Insightful Investor Growth Fund Series, Matrix Growth Fund Series, Matrix
Emerging Growth Fund Series) and semi-annual report for the fiscal period ended
December 31, 1995 (Boston Managed Growth Fund, Leonetti Balanced Fund and U.S.
Global Leaders Growth Fund series).
Financial Statemeents for the fiscal period ended February 29, 1996:
Incorporated by reference from the semi-annual report to shareholders for the
fiscal period ended February 29, 1996 (Lighthouse Growth Fund).
(b) Exhibits:
(1) Agreement and Declaration of Trust-2
(2) By-Laws--2
(3) Voting Trust Agreement -- Not applicable
(4) Specimen Share Certificate-3
(5) Form of Investment Advisory Agreement-1
<PAGE>
(6) Form of Distribution Agreement-1
(7) Benefit Plan -- Not applicable
(8) Form of Custodian and Transfer Agent
Agreements-6
(9) Form of Administration Agreement-6
(10) Consent and Opinion of Counsel as to legality of
shares-3
(11) Consent of Accountants-2
(12) All Financial Statements omitted from Item 23 --
Not applicable
(13) Letter of Understanding relating to initial
capital-3
(14) Model Retirement Plan Documents - Not applicable
(15) Form of Plan pursuant to Rule 12b-1 and Multiple
Class Plan (Crescent Fund)-6
(16) Schedule for Computation of Performance
Quotations-5
1 Incorporated by reference from Post-Effective Amendment No. 24 to
the Registration Statement on Form N-1A, filed on January 16, 1996.
2 Incorporated by reference from Post-Effective Amendment No. 23 to
the Registration Statement on Form N-1A, filed on December 29 ,
1995.
3 Incorporated by reference from Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on April 13, 1987.
4 Incorporated by reference to Post-effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed on May 2, 1991.
<PAGE>
5 Incorporated by reference to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A filed on June 17, 1992.
6 To be filed by amendment.
Item 25. Persons Controlled by or under Common Control with
Registrant.
As of the date of this Amendment to the Registration Statement, there
are no persons controlled or under common control with the Registrant.
Item 26. Number of Holders of Securities.
Number of Record
Holders as of
Title of Class June 7, 1996
Shares of Beneficial Interest, no par value:
Academy Value Fund 132
Avondale Total Return Fund 147
Boston Managed Growth Fund 131
UAM/FPA Crescent Fund 113
Hodges Fund 643
Osterweis Fund 128
Perkins Opportunity Fund 6,023
ProConscience Womens Equity Fund 471
Trent Equity Fund 229
Matrix Growth Fund 478
Matrix Emerging Growth Fund 58
Kayne, Anderson Rising Dividend Fund 130
Insightful Investor Growth Fund 126
Leonetti Balanced Fund 251
U.S.Global Leaders Growth Fund 29
Harris, Bretall, Sullivan & Smith
Growth Equity Fund 19
Pzena Focused Value Fund 0
Titan Financial Services Fund 14
Item 27. Indemnification
The information on insurance and indemnification is
incorporated by reference to Pre-Effective Amendment No. 1 and
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement.
<PAGE>
In addition, insurance coverage for the officers and trustees of the
Registrant also is provided under a Directors and Officers/Errors and Omissions
Liability insurance policy issued by ICI Mutual Insurance Company with a
$1,000,000 limit of liability.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
With respect to Investment Advisors, the response to this item is
incorporated by reference to their Form ADVs as amended:
Herbert R. Smith & Co, Inc. File No. 801-7098
Hodges Capital Management, Inc. File No. 801-35811
Perkins Capital Management, Inc. File No. 801-22888
Crescent Research & Management File No. 801-36828
Osterweis Capital Management File No. 801-18395
Pro-Conscience Funds, Inc. File No. 801-43868
Trent Capital Management, Inc. File No. 801-34570
Academy Capital Management File No. 801-27836
Kayne, Anderson Investment Mgmnt. File No. 801-24241
Sena, Weller, Rohs, Williams File No. 801-5326
Insightful Management Company File No. 801-46565
<PAGE>
Leonetti & Associates, Inc. File No. 801-36381
Lighthouse Capital Management File No. 801-32168
Yeager, Wood & Marshall, Inc. File No. 801-4995
Harris Bretall Sullivan & Smith File No. 801-7369
Pzena Investment Management LLC File No. 801-50838
Titan Investment Advisers, LLC File No. 801-51306
Pacific Gemini Partners LLC File No. 801-50007
With respect to United States Trust Company of Boston, the response to this
item is incorporated by reference to the responses to Item 5 of Part A and Item
16 of Part B ("Management")of Post-Effective Amendment No. 20 to the
Registration Statement.
Item 29. Principal Underwriters.
(a) First Fund Distributors, Inc. (the "Distributor") is the principal
underwriter all series of the Registrant except for the Hodges Fund, the Matrix
Growth Fund, the Matrix Emerging Growth Fund and the Insightful Investor Growth
Fund. The Distributor acts as principal underwriter for the following other
investment companies:
RNC Liquid Assets Fund, Inc.
Hotchkis and Wiley Funds
PIC Investment Trust
Rainier Investment Management Mutual Funds
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
First Dallas Securities, Inc., 2311 Cedar Springs Rd., Ste.
100, Dallas, TX 75201, an affiliate of Hodges Capital Management,
acts as Distributor of the Hodges Fund. The President and Chief
Financial Officer of First Dallas Securities, Inc. is Don W.
Hodges. First Dallas does not act as principal underwriter for any
other investment companies. Reynolds, DeWitt Securities Co., an
affiliate of Sena Weller Rohs Williams, 300 Main St., Cincinnati,
OH 45202, acts as Distributor for the Matrix Growth Fund and Matrix
Emerging Growth Fund. Newcomb & Company, 6 New England Executive
Park, Ste. 400, Burlington, MA 01803 acts as Distributor for the
Insightful Investor Growth Fund.
(b) The officers of First Fund Distributors, Inc. are:
Robert H. Wadsworth President & Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Secretary
<PAGE>
Each officer's business address is 4455 E. Camelback Rd., Ste.
261-E, Phoenix, AZ 85018. Mr. Paggioli serves as President and a
Trustee of the Registrant. Mr. Wadsworth serves as Vice President
of the Registrant. Mr. Banhazl serves as Treasurer of the
Registrant.
c. Incorporated by reference from the Statement of Additional
Information filed herewith as Part B.
Item 30. Location of Accounts and Records.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession the Registrant's
custodian and transfer agent, except those records relating to portfolio
transactions and the basic organizational and Trust documents of the Registrant
(see Subsections (2) (iii). (4), (5), (6), (7), (9), (10) and (11) of Rule
31a-1(b)), which, with respect to portfolio transactions are kept by each Fund's
Advisor at its address set forth in the prospectus and statement of additional
information and with respect to trust documents by its administrator at 479 West
22nd Street, New York, NY 10011.
Item 31. Management Services.
There are no management-related service contracts not discussed in
Parts A and B.
Item 32. Undertakings
The registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of each Fund's latest annual report to shareholders, upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this amendment to this registration statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York in the State of
New York on June 17, 1996.
PROFESSIONALLY MANAGED PORTFOLIOS
By /S/ Steven J. Paggioli
Steven J. Paggioli
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
/S/ Steven J. Paggioli Trustee June 17, 1996
Steven J. Paggioli
/S/ Steven J. Paggioli Principal June 17, 1996
Eric M. Banhazl Financial
Officer
Dorothy A. Berry Trustee June 17, 1996
*Dorothy A. Berry
Wallace L. Cook Trustee June 17, 1996
*Wallace L. Cook
Carl A. Froebel Trustee June 17, 1996
*Carl A. Froebel
Rowley W. P. Redington Trustee June 17, 1996
*Rowley W. P. Redington
* By
Steven J. Paggioli, Attorney-in-Fact
under powers of attorney as filed with
Post-Effective Amendment No. 20 to the Registration
Statement filed on May 17, 1995
