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.
1. Name and address of issuer:
Professionally Managed Portfolios
479 West 22nd Street
New York, NY 10011
2. Name of each series or class of funds for which this notice is filed:
Matrix Growth Fund
Matrix Emerging Growth Fund
Insightful Investor Growth Fund
3. Investment Company Act File Number: 811-5037
Securities Act File Number: 33-12213
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sales price of securities sold during the fiscal
year:
284,620 $4,014,112
<PAGE>
10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
284,620 $4,014,112
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):
$4,014,112
----------------------------------
(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 during the fiscal
year (if applicable):
- 3,626,092
----------------------------------
(iv) aggregate price of shares redeemed or repurchased 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 during the fiscal
year in reliance on rule 24f-2 [line (I), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$388,020
----------------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see instruction C.6):
x 0.00030303
----------------------------------
(vii)Fee due [line (I) or line (v) multiplied by line (vi)]:
$117.58
==================================
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.
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:
February 27, 1997
<PAGE>
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
-----------------------------------------------------
Eric M. Banhazl / Treasurer
-----------------------------------------------------
Date: February 28, 1997
-------------------------
* Please print the name and title of the signing officer below the signature.
<PAGE>
February 24, 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 three series of the Trust, Insightful
Investor Growth Fund ("Insightful"), Matrix Growth Fund ("Matrix Growth") and
Matrix Emerging Growth Fund ("Matrix Emerging") (collectively, the "Portfolios")
sold by the Trust during their fiscal year ended December 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").(1)
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
December 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;
(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");
- -----------------------------
(1) Since Kayne, Anderson Rising Dividends Fund ("Kayne Anderson") was
reorganized into the Kayne Anderson Rising Dividends Fund, a series of Kayne
Anderson Mutual Funds, effective October 4, 1996, and is, thus, no longer a
series of the Trust, this opinion does not include Kayne Anderson. A separate
opinion regarding Kayne Anderson has been issued.
<PAGE>
Professionally Managed Portfolios
February 24, 1997 Page 2
(d) Minutes of meetings of the Board of Trustees on March 31, 1995
and October 21, 1994 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.
(f) 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 further 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 on February 21, 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.
<PAGE>
Professionally Managed Portfolios
February 24, 1997 Page 3
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,
HELLER EHRMAN WHITE & McAULIFFE
/s/ Heller Ehrman White & McAuliffe
-----------------------------------
<PAGE>
Professionally Managed Portfolios
February 24, 1997 Page 4
Prepared by: _________________
DAH/EVB
Attorney in Charge: _________________
DAH
Committee Approval: _________________
TGH
