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 W. 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
Harris Bretall Sullivan & Smith Growth Equity Fund
Hodges Fund
Osterweis Fund
Perkins Opportunity Fund
Pro-Conscience Women's Equity Mutual 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:
March 31, 1997
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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:
[ ]
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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: 0
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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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<PAGE>
9. Number and aggregate sales price of securities sold during the fiscal
year:
8,789,769 $115,394,094
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10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
8,789,769 $115,394,094
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11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
As permitted by Instruction B7 DRIP shares are included in the
securities reported in Item 9.
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12. Calculation of registration fee:
(I) Aggregate sales price of securities sold
during the fiscal year in reliance on rule
24f-2 (from item 10): $115,394,094
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable) + 0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 77,333,602
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(iv) aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (I), plus line (ii), less
line (iii), plus line (iv)] (if applicable): $38,060,492
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 1/3300
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(vii) Fee due [line (I) or line (v) multiplied by
line (vi)]: $11,533.48
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Instructions: 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 the
Informal and Other Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of file fees to the Commission's
lockbox depository: May 28, 1997
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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/ Eric M. Banhazl
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Eric M. Banhazl / Treasurer
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Date: May 28, 1997
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* Please print the name and title of the signing officer below the signature.
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<PAGE>
Professionally Managed Portfolios
Heller Ehrman White & McAuliffe
May 23, 1997
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"), Harris, Bretall, Sullivan & Smith Growth Equity Fund ("Harris
Bretall"), Hodges Fund ("Hodges"), The Osterweis Fund ("Osterweis"), The Perkins
Opportunity Fund ("Perkins"), Pro-Conscience Women's Equity Mutual Fund
("Women's") (the series together, the "Portfolios") sold by the Trust during
their fiscal year ended March 31, 1997 (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
(filed with the Massachusetts Secretary of State on February 24, 1987), as
amended on May 20, 1988 (filed on September 16, 1988) and April 12, 1991 (filed
on May 31, 1991) (as so amended, the "Declaration of Trust"), as 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, 1997 (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;
(c) the Prospectuses and Statements 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, June 9, 1993 and November 17, 1995 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.
<PAGE>
In rendering our opinion below, we have further 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. 1996) and
updated on Westlaw through May 16, 1997. 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, 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
