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:
Pzena Focused Value Fund
Titan Financial Services 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:
April 30, 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:
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: 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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9. Number and aggregate sales price of securities sold during the fiscal
year:
943,461 $10,094,313
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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:
943,461 $10,094,313
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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.
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): $10,094,313.00
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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): - 93,899.00
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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):
$10,000,414.00
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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)]: $3,030.43
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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: June 25, 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: June 25, 1997
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* Please print the name and title of the signing officer below the signature.
<PAGE>
June 23, 1997
Professionally Managed Portfolios
479 West 22nd Street
New York, NY 10011
Ladies and Gentlemen:
As counsel to Professionally Managed Portfolios, a Massachusetts
business trust (the "Trust"), you have requested our opinion with respect to the
shares of beneficial interest of the two series of the Trust, Pzena Focused
Value Fund ("Pzena") and Titan Financial Services Fund ("Titan") (the series
together, the "Portfolios"), sold by the Trust during their fiscal year ended
April 30, 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;
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Professionally Managed Portfolios
June 23, 1997
Page 2
(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 March
13, 1996 and May 20, 1996 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 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 June 13, 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
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Professionally Managed Portfolios
June 23, 1997
Page 3
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/ Paul, Hastings, Janofsky & Walker LLP
<PAGE>
OFFICER'S CERTIFICATE REGARDING SHARES
ISSUED DURING FISCAL YEAR ENDED APRIL 30, 1997
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The undersigned officer of Professionally Managed Portfolios (the
"Trust"), in connection with the opinion to be rendered by PAUL, HASTINGS,
JANOFSKY & WALKER LLP ("PHJ&W") as required by Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended, as part of the Trust's filing of a
Rule 24f-2 Notice with respect to two of its series, Pzena Focused Value Fund
("Pzena") and Titan Financial Services Fund ("Titan") (the series together, the
"Portfolios"), with the Securities and Exchange Commission, hereby certifies to
PJH&W that:
1. The undersigned is an officer of the Trust and is
authorized to execute this certificate on behalf of the
Trust.
2. The undersigned has furnished PHJ&W with a true and
complete copy of 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"). The Declaration of Trust, without further
amendment, has been in effect throughout the Trust's fiscal
year ended April 30, 1997 (the "Fiscal Year").
3. The undersigned has furnished PHJ&W with a true and
complete copy of the Trust's By-laws in effect throughout
the Fiscal Year.
4. The undersigned has furnished PHJ&W with true and complete
copies of the Prospectus and Statement of Additional
Information effective during the Fiscal Year for each
series of the Trust, as follows:
(a) Pzena: Prospectus dated June 1, 1996 and Statement of
Additional Information ("SAI") dated June 1, 1996.
(b) Titan: Prospectus dated May 20, 1996 and SAI dated May
20, 1996.
5. A total of 333,602 shares (net of redemptions) were sold by
Pzena, and a total of 601,635 shares (net of redemptions)
were sold by Titan during the Fiscal Year, all of which
were sold in reliance upon Rule 24f-2 and in accordance
with the requirements of the Trust's Registration Statement
under the Securities Act of 1933, as amended, as that
Registration Statement was amended and in effect throughout
that period.
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6. The resolutions of the Trust's Board of Trustees adopted at
meetings of the Board held on March 13, 1996 and May 20,
1996 authorizing the issuance of the Trust's Shares
referenced in Paragraph 5 above, remained in full force and
effect without amendment or modification throughout the
Fiscal Year.
7. The total number and amount of shares issued and sold for
the Portfolios, including any "front-end" sales load
thereon, during the Fiscal Year is correctly included in
the sales reported in Trust's Rule 24f-2 Notice with
respect to the Portfolios for the Fiscal Year.
8. All sales of the Portfolio's shares effected during the
Fiscal Year were sold at the public offering price
described in the then-current Prospectuses of the
Portfolios, such sales were made for cash or permitted
securities equal in value to the net asset value of those
shares on the dates they were issued, and such cash and
securities were actually received by the Portfolios.
9. No shareholder of the Trust has agreed to pay anything to
or on behalf of the Trust in respect to the Trust's shares
other than the public offering price therefor.
10. To the knowledge of the undersigned no action or proceeding
seeking to revoke, terminate, wind up or dissolve the Trust
or the Portfolios has been taken or commenced.
By: /s/ Steven J. Paggioli
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Name: Steven J. Paggioli
Title: President
Date: June 23, 1997
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