PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1998-09-03
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                          UNITED STATES TRUST COMPANY
                          BOSTON Investment Management

To:      All Shareholders/Boston Balanced Fund
From:    Domenic Colasacco
Re:      Portfolio Manager's Report - June 30, 1998
                                      Fund NAV: $29.21

                            COMPARATIVE PERFORMANCE*

<TABLE>
<CAPTION>
                                                                                 Annualized
                                                                                   Since
                                   Quarter        Year to           Year         Inception
                                    Ending          Date           Ended         12/1/95 to
                                   6/30/98        6/30/98         6/30/98         6/30/98
                                   -------        -------         -------         -------

<S>                                 <C>            <C>             <C>             <C>   
Boston Balanced Fund                2.64%          14.22%          27.55%          22.31%
Standard & Poor's 500               3.24%          17.63%          30.13%          29.81%
Lehman G/C Bond Index               2.61%           4.17%          11.29%           7.20%
90 Day US Treasury Bill             1.22%           2.45%           5.08%           5.15%
</TABLE>

         *After all  expenses  at an annual  rate of 1%, the  Adviser's  expense
limitation.  Results shown are past  performance,  which is not an indication of
future  returns.  Shares of the Fund are not deposits or  obligations  of United
States  Trust  Company  of Boston or any Bank and are not  insured  by the FDIC,
Federal  Reserve  Board or any agency.  The value of the Fund shares and returns
will  fluctuate and  investors may have a gain or loss when they redeem  shares.
Distributed by First Fund Distributors, Inc.

MARKET AND PERFORMANCE SUMMARY - Second Quarter, 1998
- -----------------------------------------------------

         The stock market was a far less friendly  place to invest over the past
three months than it was in the first quarter of this year. Nearly twice as many
stocks  listed on the New York  Stock  Exchange  actually  dropped  rather  than
increased  in value  during the second  quarter;  those of mid-size  and smaller
companies fared  particularly  poorly.  Stocks of larger  capitalization  growth
companies such as Microsoft,  Pfizer and Lucent Technologies  countered the more
difficult overall trend, and due to their heavy weighting in the Index,  allowed
the  Standard  & Poor's  500 to reach a new  high.  In light of the  significant
exposure we maintained in these and other established  growth companies,  Boston
Balanced Fund extended its record of consecutive  increases in unit value to ten
quarters, which is every calendar quarter since inception. The quarterly gain of
2.64%  brought  the  increase  for the  first  half of  1998 to  14.23%,  and an
extraordinary  27.55% for the past twelve  months.  By  comparison,  the average
balanced  mutual fund tracked by Lipper  Analytical  Services  increased by only
1.15% for the second  quarter,  8.89% for the first half and 17.58% for the year
ended June 30,  1998.  Boston  Balanced  ranked  among the top five funds out of
roughly 400 balanced funds in the Lipper Universe.

         In my  last  several  quarterly  memorandums  I have  noted  that it is
unrealistic  to expect  continued  absolute and relative gains that are close to
recent results.  I am pleased to have been proven wrong thus far, but the streak
of consecutive quarterly gains posted by the Fund will end in time. Indeed, only
a sharp rebound in prices during
<PAGE>
                              Boston Balanced Fund

the last weeks of June allowed the stock market and the Fund to post an increase
for the second  quarter.  As I discuss  subsequently,  there are many  potential
short-term problems on the horizon,  ranging from rising wage costs to corporate
earnings  disappointments related to slumping Asian economies,  that could cause
stock values to drop in the months  ahead.  At this time,  however,  none appear
sufficient to end the gradual  economic growth and low inflation we have enjoyed
for the past seven years,  and for most of the past sixteen  years.  We have not
changed our long-held  view that a  deterioration  in these  economic  trends is
essential for a steep and prolonged  multi-year  stock market  decline to occur.
Accordingly,   we  expect  to  maintain  the  Fund's  stock   allocation  at  an
above-average  (for a balanced fund) level of close to 70% of total assets until
we anticipate a significant change in the economic environment.

ECONOMIC SUMMARY AND OUTLOOK
- ----------------------------

         With its usual zeal,  the financial  press in recent months has carried
many stories  about either an economic  recession  just around the corner,  or a
re-emergence  of inflation due to low  unemployment  levels and an  accompanying
rise in wage costs.  Most of the forecasts of potential  recession and deflation
have been related to developments  in Asia. The economic  problems of most Asian
countries  are  far  from  over.  Japan  recently  announced  that  its  economy
officially  slipped  into  recession  during the first  half of 1998,  and other
smaller  emerging  market  countries  such as Indonesia,  Thailand and Korea are
suffering even steeper drops in GDP. While the ultimate  length and depth of the
Asian recessions is unknown, we share the view of most economic forecasters that
Asia will serve to only slow down the rate of, rather than end, our longstanding
economic  expansion.  In part,  this  conclusion  reflects  the fact  that  Asia
accounts for less than 30% of our international  trade and below 10% of reported
corporate  profits.  These  levels will  decline,  but not  disappear.  Stronger
European  economies  are also  serving to soften  the  impact of  adverse  Asian
activity.  In some  respects,  a  moderation  in domestic GDP growth is welcome.
Growth during the first half of 1998, at an estimated 4% - 5%, was unsustainably
high.  Slower growth over the next year reduces the possibility that the Federal
Reserve will raise  interest  rates.  The domestic  inflation  rate will also be
aided by slower GDP growth. In short, without the other economic imbalances that
usually  precede  recessions  (restrictive  monetary  policy,  excess  inventory
accumulation  or  an  exogenous  event  that  destroys   consumer  and  business
confidence),  we expect the domestic  economy to track a gradual 2% - 3% rate of
growth, with low inflation and interest rates, well into 1999.

INVESTMENT STRATEGY
- -------------------

         Our overall  investment  strategy  has not changed  much since year end
1997, nor, in fact,  since the Fund's  inception in December,  1995.  Throughout
this period stock prices have been reaching progressive new highs,  supported by
a combination of low  inflation,  declining  interest  rates,  strong  corporate
profits,  and the United States' political and economic  stability and dominance
in the world.  This  economic  backdrop has appeared to be threatened on several
occasions by either excessive GDP  growth/inflationary  forces,  or deflationary
recession developments such as Asia. Each time the stock market has reacted with
sharp,  unnerving,  but  thankfully  brief  price drops of only  several  weeks'
duration.  Our consistent decision to maintain a high common stock allocation in
the Fund has been supported by the quantitative  equity valuation models that we
use to gauge  comparative  attractiveness.  Thus far these models have  assessed
stocks as offering better total return potential than either bonds
<PAGE>
                              Boston Balanced Fund

or money market instruments provided the economy stays healthy. Stocks generally
have  appreciated  by nearly  100% since  December,  1995,  but  current  higher
valuations are justified by the improvement in profits,  the decline in interest
rates,  and  prospects  for more of the same in the future.  We do not expect to
revise asset allocation until our assessment of the economic future changes.

         Among  individual  stocks,  the Fund has been aided by the  significant
exposure to the larger capitalization  growth companies noted previously.  While
retaining  the  core  growth  company  investments,  we have  continued  to seek
high-quality,  reasonably-valued  companies to more broadly  diversify the Fund.
Hubbell,  Chubb,  Ford and  Grainger  are among the stocks we have  purchased in
recent months.  The attached  summary  statement  outlines all of the individual
holdings and sector allocations in the Fund.

         On  behalf of all of us at United  States  Trust,  I thank you for your
continued  confidence in our services.  Please feel free to contact either me or
my  colleagues  at  (617)  726-7252  should  you have any  questions  about  our
investment views or your account.

Sincerely,

/s/ Domenic Colasacco

Domenic Colasacco
Portfolio Manager and President,
United States Trust Company of Boston
<PAGE>
                              Boston Balanced Fund

                              Boston Balanced Fund
       Value of $10,000 vs Lipper Balanced and Blended Benchmark Indices


                         Boston          Lipper      Blend (S&P 500 +
                        Balanced        Balanced       Lehman G/C +
                          Fund                          US Treas.

Dec 01, 95              $10,000         $10,000          $10,000

Jun 30, 96               10,514          10,574           10,592

Dec 31, 96               11,585          11,456           11,450

Jun 30, 97               13,184          12,733           12,759

Dec 31, 97               14,722          13,753           13,831

Jun 30, 98               16,817          15,099           15,307


                          Average Annual total Return
                           Period Ended June 30, 1998

                      1 Year....................... 27.55%
                      Since Inception (12/1/95).... 22.31%


Past performance is not predictive of future performance.

The  Lipper  Balanced  Index is an equal  weighted  performance  index of the 30
largest qualifying funds in the Lipper Balanced category. The index is unmanaged
and returns include reinvested dividends.

The  Blended   Index   consists  of  the  S&P  500  Index   (50%),   the  Lehman
Government/Corporate  Index (40%) and the 90 day U.S.  Treasury Bill (10%).  The
S&P 500 is a broad market capitalization-weighted average of U.S. companies. The
Lehman  Government/Corporate Index is comprised of roughly 70% U.S. Treasury and
Agency  Obligations  and 30% SEC  registered  corporate  bonds.  The  percentage
weights  which have been applied to the indices are  intended to  replicate  the
long term asset allocation of balanced funds generally.

The S&P 500 Index (dividends  reinvested) has been removed from the above chart.
The Blended  Index and Lipper  Balanced  Index more  appropriately  reflects our
investment style. As a broad market  reference,  the average annual total return
for the S&P 500 Index over the time period shown was 29.91%.
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS at June 30, 1998
- --------------------------------------------------------------------------------------------------
      Shares         COMMON STOCKS: 69.0%                                           Market Value
- --------------------------------------------------------------------------------------------------

<S>                  <C>                                                            <C> 
                     Communication Services: 3.5%
       6,500         Aliant Communications, Inc.................................    $    178,344
      40,000         Ameritech Corp.............................................       1,795,000
      35,000         BellSouth Corp.............................................       2,349,375
                                                                                    ------------
                                                                                       4,322,719
                                                                                    ------------
                     Consumer Cyclicals: 9.4%
      30,000         Costco Companies, Inc.*....................................       1,891,875
      50,000         Ford Motor Company.........................................       2,950,000
      40,000         Gannett Company, Inc.......................................       2,842,500
      25,000         Johnson Controls, Inc......................................       1,429,688
      75,000         Leggett & Platt, Inc.......................................       1,875,000
      12,000         The McClatchy Company, Class A.............................         415,500
                                                                                    ------------
                                                                                      11,404,563
                                                                                    ------------
                     Consumer Products: 9.5%
      50,000         American Greetings Corp., Class A..........................       2,546,875
      15,000         Anheuser-Busch Companies, Inc..............................         707,812
      10,000         Gillette Company...........................................         566,875
      25,000         Procter & Gamble Company...................................       2,276,563
     100,000         Sysco Corp.................................................       2,562,500
      12,000         Walt Disney Company........................................       1,260,750
      17,000         William Wrigley, Jr. Company...............................       1,666,000
                                                                                    ------------
                                                                                      11,587,375
                                                                                    ------------
                     Energy and Resources: 3.4%
      21,000         Amoco Corp.................................................         874,125
      10,000         Atlantic Richfield Company.................................         781,250
      35,000         Exxon Corp.................................................       2,495,937
                                                                                    ------------
                                                                                       4,151,312
                                                                                    ------------
                     Finance: 13.7%
      80,000         BankBoston Corp............................................       4,450,000
      20,000         Chubb Corp.................................................       1,607,500
      40,000         Cincinnati Financial Corp..................................       1,535,000
      25,000         Federal National Mortgage Association......................       1,518,750
      26,200         First Virginia Banks, Inc..................................       1,339,475
      15,000         NationsBank Corp...........................................       1,147,500
</TABLE>
                                                                               5
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS at June 30, 1998, Continued
- --------------------------------------------------------------------------------------------------
      Shares                                                                        Market Value
- --------------------------------------------------------------------------------------------------

<S>                  <C>                                                            <C>
                     Finance, continued
      80,000         T. Rowe Price Associates, Inc..............................    $  3,005,000
       5,000         United Asset Management Corp...............................         130,312
      16,000         Wachovia Corp..............................................       1,352,000
      10,000         Wilmington Trust Corp......................................         608,750
                                                                                    ------------
                                                                                      16,694,287
                                                                                    ------------
                     Health Care: 12.3%
      35,000         Becton, Dickinson and Company..............................       2,716,875
      30,000         Johnson & Johnson..........................................       2,212,500
      32,000         Medtronic, Inc.............................................       2,040,000
      10,000         Merck & Company, Inc.......................................       1,337,500
      28,000         Pfizer Inc.................................................       3,043,250
      40,000         Schering-Plough Corp.......................................       3,665,000
                                                                                    ------------
                                                                                      15,015,125
                                                                                    ------------
                     Industrial Materials: 1.0%
      10,000         Sealed Air Corp. (New)*....................................         367,500
      25,000         Sigma-Aldrich Corp.........................................         878,125
                                                                                    ------------
                                                                                       1,245,625
                                                                                    ------------
                     Producer Products: 6.7%
      45,000         Donaldson Company, Inc.....................................       1,063,125
      45,000         Emerson Electric Company...................................       2,716,875
      20,000         Grainger, W.W., Inc........................................         996,250
       5,000         Hubbell Inc., Class A......................................         218,125
      35,000         Illinois Tool Works, Inc...................................       2,334,062
      15,000         Precision Castparts Corp...................................         800,625
                                                                                    ------------
                                                                                       8,129,062
                                                                                    ------------
                     Technology: 8.8%
      10,000         Applied Materials, Inc.*...................................         295,000
      15,000         Automatic Data Processing, Inc.............................       1,093,125
      15,000         Hewlett-Packard Company....................................         898,125
      12,500         Intel Corp.................................................         926,563
      42,500         Lucent Technologies, Inc...................................       3,535,469
      23,000         Microsoft Corp.*...........................................       2,492,625
      15,000         Xerox Corp.................................................       1,524,375
                                                                                    ------------
                                                                                      10,765,282
                                                                                    ------------
</TABLE>
6
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS at June 30, 1998, Continued
- --------------------------------------------------------------------------------------------------
      Shares                                                                        Market Value
- --------------------------------------------------------------------------------------------------

<S>                  <C>                                                            <C>
                     Transportation: 0.7%
       6,000         AMR Corp.*.................................................    $    499,500
       3,000         Delta Air Lines, Inc.......................................         387,750
                                                                                    ------------
                                                                                         887,250
                                                                                    ------------

                     Total Common Stocks (cost $51,261,705).....................      84,202,600
                                                                                    ------------

Principal Amount     CORPORATE BONDS: 10.3%
- --------------------------------------------------------------------------------------------------

  $1,000,000         Albertson's Inc., 6.66%, 7/21/2008.........................       1,044,945
     925,000         American Home Products, 7.90%, 2/15/2005...................       1,017,187
     300,000         Atlantic Richfield Company, 8.50%, 4/1/2012................         364,056
     300,000         Deere & Company, 8.79%, 8/6/1998...........................         300,916
     500,000         Eaton Corp., 8.90%, 8/15/2006..............................         584,425
     400,000         Equitable Resources, 8.55%, 9/1/2003.......................         444,925
     425,000         Ford Motor Credit Corp., 7.75%, 11/15/2002.................         452,115
     300,000         Ford Motor Credit Corp., 6.625%, 6/30/2003.................         306,806
   1,000,000         Ford Motor Credit Corp., 7.20%, 6/15/2007..................       1,068,231
   1,000,000         General Electric Capital Corp., 7.375%, 9/15/2004..........       1,077,568
   1,000,000         General Electric Capital Corp., 8.30%, 9/20/2009...........       1,175,673
     825,000         General Motors Acceptance Corp., 9.625%, 12/15/2001........         916,846
     300,000         General Motors Acceptance Corp., 8.50%, 1/1/2003...........         327,735
     500,000         Honeywell, Inc., 7.00%, 3/15/2007..........................         528,866
   1,000,000         Leggett & Platt, Inc., 7.185%, 4/24/2002...................       1,039,235
     500,000         Leggett & Platt, Inc., 6.25%, 9/9/2008.....................         501,572
     300,000         Sears Roebuck and Company, 9.46%, 6/20/2000................         319,317
     375,000         Sysco Corp., 6.50%, 6/15/2005..............................         385,081
     400,000         Unum Corp., 5.88%, 10/15/2003..............................         395,070
     300,000         Weyerhaeuser Company, 7.25%, 7/1/2013 .....................         323,220
                                                                                    ------------

                     Total Corporate Bonds (cost $12,348,331)...................      12,573,789
                                                                                    ------------
</TABLE>
                                                                               7
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS at June 30, 1998, Continued
- --------------------------------------------------------------------------------------------------
                     U.S. GOVERNMENT AND GOVERNMENT AGENCY
 Principal Amount    OBLIGATIONS: 14.4%                                             Market Value
- --------------------------------------------------------------------------------------------------
<S>                  <C>                                                            <C>      
   $ 600,000         FFCB, 6.20%, 11/30/2009....................................    $    621,877
     500,000         FHLB, 6.24%, 11/18/2002....................................         500,671
   4,000,000         FHLB, 6.185%, 5/6/2008.....................................       4,130,288
     875,000         FNMA, 5.49%, 10/2/2003.....................................         873,101
   1,000,000         FNMA, 8.25%, 10/12/2004....................................       1,031,268
   4,000,000         U.S. Treasury Bond, 7.50%, 11/15/2016......................       4,803,752
     250,000         U.S. Treasury Note, 9.125%, 5/15/1999......................         257,656
   3,000,000         U.S. Treasury Note, 8.75%, 8/15/2000.......................       3,192,189
   2,000,000         U.S. Treasury Note, 6.50%, 5/15/2005.......................       2,111,876
                                                                                    ------------

                     Total U.S. Government and Government Agency Obligations
                     (cost $17,154,673).........................................      17,522,678
                                                                                    ------------

                     SHORT-TERM INVESTMENT: 6.1%
- --------------------------------------------------------------------------------------------------
   7,448,268         SEI Daily Income Government Fund II (cost $7,448,268)......       7,448,268
                                                                                    ------------

                     Total Investment in Securities (cost $88,212,977+): 99.8%..     121,747,335
                     Other Assets less Liabilities: 0.2%........................         193,314
                                                                                    ------------
                     Total Net Assets: 100.0% ..................................    $121,940,649
                                                                                    ============

*Non-income producing security.

+ At June 30, 1998, the cost of securities for Federal tax purposes was $88,173,626.  Unrealized
appreciation and depreciation of securities were as follows:

                     Gross unrealized appreciation..............................    $ 33,848,301
                     Gross unrealized depreciation..............................        (274,592)
                                                                                    ------------
                              Net unrealized appreciation.......................    $ 33,573,709
                                                                                    ============
</TABLE>

See accompanying Notes to Financial Statements.
8
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES at June 30, 1998
- --------------------------------------------------------------------------------------------------

<S>                                                                                  <C>         
ASSETS
      Investments in securities, at value (cost $88,212,977) ...................     $121,747,335
      Cash......................................................................           95,763
      Receivables:
            Securities sold.....................................................          527,145
            Dividends and interest .............................................          540,088
      Prepaid expenses..........................................................            8,991
                                                                                     ------------
                  Total assets .................................................      122,919,322
                                                                                     ------------

LIABILITIES
      Payables:
            Securities purchased................................................          829,174
            Advisory fees.......................................................           72,151
            Administration fee..................................................            9,620
      Accrued expenses .........................................................           67,728
                                                                                     ------------
                  Total liabilities.............................................          978,673
                                                                                     ------------

NET ASSETS .....................................................................     $121,940,649
                                                                                     ============

Net asset value, offering and redemption price per share
      ($121,940,649/4,175,096 shares outstanding; unlimited number of shares
      authorized without par value) ............................................           $29.21
                                                                                           ======


COMPONENTS OF NET ASSETS
      Paid-in capital ..........................................................       84,161,922
      Undistributed net investment income.......................................        1,073,301
      Undistributed net realized gain on investments............................        3,171,068
      Net unrealized appreciation on investments................................       33,534,358
                                                                                     ------------
            Net assets .........................................................     $121,940,649
                                                                                     ============
</TABLE>

See accompanying Notes to Financial Statements.
                                                                               9
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS - For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------------------------
<S>                                                                                  <C>         
INVESTMENT INCOME
      Income
            Interest ...........................................................     $  1,787,008
            Dividends...........................................................          998,021
                                                                                     ------------
                  Total income .................................................        2,785,029
                                                                                     ------------
      Expenses
            Advisory fees ......................................................          733,603
            Administration fee..................................................           97,814
            Fund accounting fees................................................           40,202
            Transfer agent fees.................................................           27,037
            Custody fees........................................................           23,770
            Audit fees..........................................................           14,737
            Trustee fees........................................................           13,698
            Registration fees...................................................            7,457
            Miscellaneous.......................................................            6,818
            Legal fees..........................................................            6,282
            Insurance...........................................................            3,070
            Reports to shareholders.............................................            3,000
                                                                                     ------------
                  Total expenses................................................          977,488
                                                                                     ------------
                  Net investment income   ......................................        1,807,541
                                                                                     ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      Net realized gain from security transactions .............................        3,852,396
      Net change in unrealized appreciation on investments .....................       17,971,318
                                                                                     ------------
            Net realized and unrealized gain on investments ....................       21,823,714
                                                                                     ------------
                  Net increase in net assets resulting from operations .........     $ 23,631,255
                                                                                     ============
</TABLE>

See accompanying Notes to Financial Statements.
10
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------------------
                                                                                   Year                Year
                                                                                   Ended               Ended
                                                                               June 30, 1998       June 30, 1997
- ----------------------------------------------------------------------------------------------------------------

<S>                                                                            <C>                  <C>        
INCREASE IN NET ASSETS FROM:
OPERATIONS
      Net investment income............................................        $  1,807,541         $ 1,556,244
      Net realized gain from security transactions ....................           3,852,396           1,222,746
      Net change in unrealized appreciation on investments.............          17,971,318          13,242,577
                                                                               ------------         -----------
        Net increase in net assets resulting from operations ..........          23,631,255          16,021,567
                                                                               ------------         -----------

DISTRIBUTIONS TO SHAREHOLDERS
      Net investment income............................................          (1,584,936)         (1,387,106)
      Net realized gain from security transactions.....................          (1,549,116)                -0-
                                                                               ------------         -----------
        Net distributions to shareholders .............................          (3,134,052)         (1,387,106)
                                                                               ------------         -----------

CAPITAL SHARE TRANSACTIONS
      Net increase in net assets derived from net change
       in outstanding shares (a).......................................          19,409,973           5,628,009
                                                                               ------------         -----------
        Total increase in net assets ..................................          39,907,176          20,262,470

NET ASSETS
      Beginning of year................................................          82,033,473          61,771,003
                                                                               ------------         -----------
End of year (including undistributed net investment income
  of $1,073,301 and $850,696, respectively)............................        $121,940,649         $82,033,473
                                                                               ============         ===========
</TABLE>

(a) A summary of capital shares transactions is as follows:
<TABLE>
<CAPTION>
                                                                  Year Ended                   Year Ended
                                                                 June 30, 1998                June 30, 1997
                                                           -------------------------    -------------------------
                                                            Shares          Value        Shares          Value
                                                           ---------     -----------    --------      -----------
<S>                                                        <C>           <C>            <C>           <C>        
Shares sold .........................................        656,792     $24,300,384     161,142      $13,762,145
Shares issued in reinvestment of distributions.......         31,030       3,134,052      17,057        1,387,106
Shares issued in stock split.........................      2,770,018          -0-          -0-             -0-
Shares redeemed......................................       (147,984)     (8,024,463)   (112,571)      (9,521,242)
                                                           ---------     -----------    --------      -----------
Net increase ........................................      3,309,856     $19,409,973      65,628      $ 5,628,009
                                                           =========     ===========    ========      ===========
</TABLE>
                                                                     
See accompanying Notes to Fiancial Statements.
                                                                              11
<PAGE>
                              Boston Balanced Fund

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout each period
- --------------------------------------------------------------------------------------------------------------------
                                                                 Year                Year         December 1, 1995*
                                                                Ended               Ended               through
                                                            June 30, 1998++     June 30, 1997++    June 30, 1996++
- --------------------------------------------------------------------------------------------------------------------

<S>                                                             <C>                 <C>                <C>   
Net asset value, beginning of period ......................     $ 23.70             $19.31             $18.41
                                                                -------             ------             ------
Income from investment operations:
      Net investment income ...............................        0.46               0.47               0.25
      Net realized and unrealized gain on investments .....        5.94               4.36               0.69
                                                                -------             ------             ------
Total from investment operations...........................        6.40               4.83               0.94
                                                                -------             ------             ------
Less distributions:
      From net investment income...........................       (0.45)             (0.44)             (0.04)
      From net capital gains...............................       (0.44)              0.00               0.00
                                                                -------             ------             ------
Total distributions........................................       (0.89)             (0.44)             (0.04)
                                                                -------             ------             ------

Net asset value, end of period ............................     $ 29.21             $23.70             $19.31
                                                                =======             ======             ======

Total return ..............................................       27.55%             25.40%              5.14%

Ratios/supplemental data:
Net assets, end of period (millions).......................     $ 121.9             $ 82.0             $ 61.8

Ratio of expenses to average net assets:
      Before expense reimbursement.........................        1.00%              1.02%              1.00%+
      After expense reimbursement..........................        1.00%              1.00%              1.00%+

Ratio of net investment income to average net assets:
      Before expense reimbursement.........................        1.85%              2.24%              2.43%+
      After expense reimbursement..........................        1.85%              2.25%              2.43%+

Portfolio turnover rate ...................................       22.71%             30.78%             17.69%
</TABLE>


*Commencement of operations.

+Annualized.

++Per share data has been  restated  to give effect to a 4-for-1  stock split to
shareholders of record of the close on January 9, 1998.

See accompanying Notes to Financial Statements.
12
<PAGE>
                              Boston Balanced Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 1998
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

           The Boston  Balanced  Fund (the  "Fund") is a  diversified  series of
shares  of  beneficial  interest  of  Professionally   Managed  Portfolios  (the
"Trust"),  which is  registered  under the  Investment  Company Act of 1940 (the
"1940  Act") as an  open-end  investment  management  company.  The  Fund  began
operations on December 1, 1995. The investment  objective of the Fund is to seek
income and long-term  capital  growth through an actively  managed  portfolio of
stocks, bonds, and money market instruments.  Prior to January 5, 1998, the Fund
was known as the Boston Managed Growth Fund.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies consistently
followed by the Fund.  These policies are in conformity with generally  accepted
accounting principles.

      A.   Security  Valuation.  Investments in securities  traded on a national
           securities  exchange or included in the NASDAQ National Market System
           are valued at the last  reported  sales price at the close of regular
           trading on the last business day of the period;  securities traded on
           an  exchange  or NASDAQ for which  there have been no sales and other
           over-the-counter  securities  are  valued  at the last  reported  bid
           price.  Securities for which quotations are not readily available are
           valued at their respective fair values as determined in good faith by
           the Board of  Trustees.  Short-term  investments  are stated at cost,
           which when combined with accrued interest, approximates market value.

                  U.S. Government securities with less than 60 days remaining to
           maturity  when  acquired by the Fund are valued on an amortized  cost
           basis. U.S. Government securities with more than 60 days remaining to
           maturity  are  valued at the  current  market  value  (using the mean
           between the bid and ask price)  until the 60th day prior to maturity,
           and are then  valued at  amortized  cost based upon the value on such
           date unless the Board determines  during such 60-day period that this
           amortized cost basis does not represent fair value.

      B.   Federal   Income   Taxes.   The  Fund  intends  to  comply  with  the
           requirements  of the Internal  Revenue Code  applicable  to regulated
           investment  companies and to distribute  all of its taxable income to
           its  shareholders.  Therefore,  no federal  income tax  provision  is
           required.

      C.   Security  Transactions,  Investment Income and  Distributions.  As is
           common in the industry,  security  transactions  are accounted for on
           the trade date. The cost of securities owned on realized transactions
           are  relieved on a first-in,  first-out  basis.  Dividend  income and
           distributions to shareholders are recorded on the ex-dividend date.

      D.   Use  of  Estimates.   The  preparation  of  financial  statements  in
           conformity with generally  accepted  accounting  principles  requires
           management to make estimates and assumptions that affect the reported
           amounts  of  assets  and  liabilities  at the  date of the  financial
           statements. Actual results could differ from those estimates.
                                                                              13
<PAGE>
                              Boston Balanced Fund

NOTES TO FINANCIAL STATEMENTS, Continued
- --------------------------------------------------------------------------------

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

      For the year ended June 30, 1998,  United  States Trust  Company of Boston
(the "Adviser")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Adviser  furnished all investment  advice,
office  space,  facilities,  and most of the  personnel  needed by the Fund.  As
compensation for its services,  the Adviser was entitled to a monthly fee at the
annual rate of 0.75% based upon the  average  daily net assets of the Fund.  For
the year ended June 30, 1998, the Fund incurred $733,603 in Advisory fees.

      The Fund is responsible  for its own operating  expenses.  The Adviser has
agreed to reduce fees payable to it by the Fund to the extent necessary to limit
the Fund's aggregate  annual operating  expenses to 1.00% of average net assets.
Any such reductions made by the Adviser in its fees or payments or reimbursement
of expenses which are the Fund's  obligation may be subject to  reimbursement by
the  Fund  within  three  years  provided  the  Fund  is  able  to  effect  such
reimbursement and remain in compliance with any applicable limitations.

      The Adviser, which is a Massachusetts-chartered banking and trust company,
acts as the Fund's  Custodian and Transfer  Agent under the Custody and Transfer
Agency  Agreements  with the Fund.  For the year ended June 30,  1998,  the Fund
incurred $23,770 and $27,037 in Custody and Transfer Agency fees, respectively.

      Investment Company  Administration  Corporation (the "Administrator") acts
as the Fund's Administrator under an Administration Agreement. The Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Fund;  prepares  reports  and  materials  to be  supplied  to the  trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the preparation and payment of Fund expenses and reviews the Fund's
expense accruals.  For its services,  the  Administrator  receives an annual fee
equal to the  greater of 0.10% of average  net assets or  $30,000.  For the year
ended June 30, 1998, the Fund incurred $97,814 in Administration fees.

      First  Fund  Distributors,  Inc.  (the  "Distributor")  acts as the Fund's
principal  underwriter in a continuous public offering of the Fund's shares. The
Distributor is an affiliate of the Administrator.

      Certain  officers  and  trustees  of the  Trust are also  officers  and/or
directors of the Administrator and Distributor.

NOTE 4 - PURCHASES AND SALES OF SECURITIES

      The cost of purchases and the proceeds from sales of securities, excluding
U.S. Government obligations and short-term investments,  for the year ended June
30, 1998, were $25,004,145 and $13,490,885, respectively.

      For the year ended June 30, 1998,  the cost of purchases  and the proceeds
from sales of U.S. Government obligations, excluding short-term securities, were
$11,122,296 and $7,855,697, respectively.

NOTE 5 - CAPITAL STOCK TRANSACTIONS

      On August 19,  1997,  the Board of  Trustees  authorized  a 4-for-1  stock
split, payable January 14, 1998 to shareholders of record on January 9, 1998.
14
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Shareholders of
Boston Balanced Fund and the
Board of Trustees of Professionally Managed Portfolios

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of Boston  Balanced Fund (the "Fund") (one of the
portfolios constituting the series of Professionally Managed Portfolios),  as of
June 30, 1998, and the related  statement of operations for the year then ended,
and the  statements  of  changes  in net assets for each of the two years in the
period then ended and the financial  highlights for each of the two years in the
period then ended and for the period  from  December  1, 1995  (commencement  of
operations)  through June 30, 1996.  These  financial  statements  and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1998,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Boston
Balanced Fund as of June 30, 1998,  the results of its  operations  for the year
then  ended,  and the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the two years in the
period then ended,  and for the period from  December 1, 1995  (commencement  of
operations)  through  June 30,  1996,  in  conformity  with  generally  accepted
accounting principles.

                                                               ERNST & YOUNG LLP

Los Angeles, California
July 31, 1998
                                                                              15
<PAGE>
                      Adviser, Custodian and Transfer Agent

                      United States Trust Company of Boston
                                 40 Court Street
                                Boston, MA 02108
                                 (617) 726-7250

                                        o

                                   Distributor

                          First Fund Distributors, Inc.
                      4455 East Camelback Road, Suite 261E
                                Phoenix, AZ 85018

                                        o

                                    Auditors

                                Ernst & Young LLP
                             515 South Flower Street
                              Los Angeles, CA 90071

                                        o

                                  Legal Counsel

                      Paul, Hastings, Janofsky & Walker LLP
                        345 California Street, 29th Floor
                             San Francisco, CA 94104



This report is intended for the  shareholders of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past  performance  results  shown in this  report  should  not be  considered  a
representation of future performance.  Share price and returns will fluctuate so
that shares, when redeemed,  may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.


                          UNITED STATES TRUST COMPANY
                          BOSTON Investment Management








                              BOSTON BALANCED FUND













                                  Annual Report

                                  June 30, 1998


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