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:
Boston Managed Growth Fund
Leonetti Balanced Fund
U.S. Global Leaders Growth 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:
June 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:
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 sales price of securities sold during the fiscal
year:
1,269,253 $30,206,236
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<PAGE>
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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:
1,269,253 $30,206,236
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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): $30,206,236
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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): -12,054,426
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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): $18,151,810
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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)]: $5,500.55
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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: August 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: August 28, 1997
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* Please print the name and title of the signing officer below the
signature.
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<PAGE>
[PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]
August 25, 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 three series of the Trust, Boston Managed
Growth Fund ("Boston"), Leonetti Balanced Fund ("Leonetti"), and U.S. Global
Leaders ("U.S. Global") (the series together, the "Portfolios"), sold by the
Trust during their fiscal year ended June 30, 1997 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 June 30, 1997 (the "Fiscal Year");
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Professionally Managed Portfolios
August 25, 1997
Page 2
(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 March
31, 1995 for Boston; March 31, 1995 for Leonetti; and
August 22, 1995 for U.S. Global 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 August 20, 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
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Professionally Managed Portfolios
August 25, 1997
Page 3
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/ Paul, Hastings, Janofsky & Walker LLP
<PAGE>
OFFICER'S CERTIFICATE REGARDING SHARES
ISSUED DURING FISCAL YEAR ENDED JUNE 30, 1997
---------------------------------------------
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 three of its series, Boston Managed Growth
Fund ("Boston"), Leonetti Balanced Fund ("Leonetti"), and U.S. Global Leaders
("U.S. Global") (the series together, the "Portfolios"), with the Securities and
Exchange Commission, hereby certifies to PHJ&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 March 31, 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 Prospectuses and Statements of
Additional Information effective during the Fiscal
Year for each series of the Trust, as follows:
(a) Boston: Prospectuses dated October 1, 1995
and October 31, 1996 and Statements of
Additional Information ("SAIs") dated
October 1, 1995 and October 31, 1996.
(b) Leonetti: Prospectuses dated June 28, 1995
and October 31, 1996 and SAIs dated June 28,
1995 and October 31, 1996.
(c) U.S. Global: Prospectuses dated October 1,
1995 and October 31, 1996 and SAIs dated
October 1, 1995 and October 31, 1996.
5. A total of 65,628 shares (net of redemptions) were
sold by Boston, a total of 17,600 shares (net of
redemptions) were sold by Leonetti, and a total of
901,453 shares (net of redemptions) were sold by U.S.
Global 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
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under the Securities Act of 1933, as amended, as that
Registration Statement was amended and in effect
throughout that period.
6. The resolutions of the Trust's Board of Trustees
adopted at meetings of the Board held on March 31,
1995 for Boston; March 31, 1995 for Leonetti; and
August 22, 1995 for U.S. Global, 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: August 25, 1997
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