PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1998-12-01
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                                   THE PERKINS
                                    DISCOVERY
                                      FUND



                        A MUTUAL FUND SEEKING TO PROVIDE
                   CAPITAL APPRECIATION THROUGH THE DISCOVERY
                        OF EMERGING MICRO-CAP COMPANIES.



                               SEMI-ANNUAL REPORT
                               TO SHAREHOLDERS FOR
                                THE PERIOD ENDED
                               SEPTEMBER 30, 1998

<PAGE>

                                  THE PERKINS
                                   DISCOVERY
                                      FUND

Dear Perkins Discovery Fund Shareholders:

This is our first  semi-annual  report for Discovery Fund  shareholders.  We are
often  asked  why we would  start a new  mutual  fund to invest  exclusively  in
micro-cap companies,  i.e., those with market  capitalizations of less than $100
million. The reason is that these "smallest of the small" have been forgotten by
the  investment  community.  Yet,  as we all know,  great  oaks  start from tiny
acorns.  The name Discovery Fund was not chosen at random.  We hope, and expect,
to "discover"  companies with great potential,  which for the moment are lost in
the forest of tiny  unnoticed  and  unfollowed  companies.  The  current  market
climate reminds us of the fall of 1990, when market  sentiment was very negative
for a variety of reasons,  not the least of which was the  invasion of Kuwait by
Iraq. Today, just as then, there are many things that are negative in the world:
Terrorists  who can and will  strike  anywhere,  anytime;  a new  Russia in both
financial  and  political  turmoil;  Asia  (especially  Japan)  in  an  economic
downspin;  and  last,  but  not  least,  President  Clinton's  problems  and the
resulting  concern  worldwide  about  his  leadership.  But  there  are times of
uncertainty in any market cycle,  times when stocks,  both good and bad, go down
together.  The past 2 1/2  years  have been  difficult  for  small  stocks,  but
opportunity is created as the result of corrections  and market  bottoms,  which
are  the  market's  way of  resolving  speculative  excesses  and  creating  the
foundation  for the next advance.  The market bottom in 1990 marked the end of a
long  period of  underperformance  by small  company  shares  vs.  the shares of
larger-cap companies.  Today this relative valuation is lower than it was at the
bottom of the 1990 market.

The relative values are evident and many of the real values are also. One of our
holdings, Check Technology Corp., is selling at 12 times estimated 1999 earnings
and at about book value.  The company is a leading  manufacturer of equipment to
produce  checks  and other  bank  forms  digitally.  Its  market is huge - - the
replacement of all of the existing  offset check printing  machines.  Its market
cap is only  $18  million  vs.  its  revenues  of $22  million,  which  includes
virtually  nothing from its new Imaggia  equipment.  Moving to the bottom of the
alphabet the fund owns shares in Zomax Optical  Media,  a company which produces
compact discs for companies such as Dell Computer, Microsoft and others who wish
to package a CD with their product. Zomax, is selling at 11 times earnings, only
one times revenues,  and at 75% of the cash it has. The Fund has other holdings,
that we feel are attractive,  which we believe will provide  performance for the
Fund when the  market  for  out-of-favor  micro-cap  companies  turns,  which we
believe is now  happening.  There has been a 4-year  election cycle in the stock
market since 1914;  there has usually been a significant  bottom in the mid-term
year and our view is that 1998 will likely not be an exception. There is a stock
market  adage which says "don't fight the Fed".  An old rule  developed by Edson
Gould called "two tumbles and a jump" was  recently  activated  when the Federal
Reserve cut both the discount  rate and the Fed Funds rate close on the heels of
the discount rate cut on September 29. When the discount rate, Fed Funds rate or
margin  requirements  have been cut twice within a short  period of time,  it is
widely  regarded as a buy signal.  The record of this rule is excellent.  Within
six months after the second cut the market has been up an average of 10% and one
year later an average of up 23%.  This is based on 16 buy signals  between  1921
and 1995.  Furthermore,  the Dow Jones has on average risen 55% from the date of
the "two tumbles and a jump" buy signal to the next bull market top.  Therefore,
it is likely that this  recent Fed action has given new life to the  market.  We
believe this pertains especially to small stocks which have been
<PAGE>
literally thrown out of the window by investors out of fear that they were going
lower.  We never  cease to be  amazed  that  people  are  willing  to sell  good
companies simply because they are going lower,  which has nothing  whatsoever to
do with the  fundamentals  of the  investment.  Market  bottoms  are not made of
smiles and pleasant  feelings;  rather they come with a great deal of pain. John
Templeton,  probably  the most famous of all money  managers,  has said that the
time to buy stocks is at the time of greatest despair,  because that is the time
when the greatest values are available. We sincerely believe the fall of 1998 to
be one of those times.

We wish to welcome you as a shareholder in the Discovery Fund. Although the Fund
is still very small, we believe it will attract new  shareholders as it achieves
performance.  As you know, we plan to close the Fund to new shareholders when it
reaches a market value of $50 million.  We are optimistic about micro-cap shares
and our ability to find those which will give us the performance we seek.

The  following  table shows the Fund's  returns by quarter  and since  inception
compared to several popular indices:

- --------------------------------------------------------------------------------
                         THE PERKINS       S&P          NASDAQ        RUSSELL
                          DISCOVERY        500         COMPOSITE       2000
CALENDAR PERIOD             FUND          INDEX          INDEX         INDEX
- --------------------------------------------------------------------------------
Second Quarter 1998
(4/9/98 - 6/30/98)           8.60%         3.23%          4.85%         (3.77)%

Third Quarter 1998
(7/1/98 - 9/30/98)         (18.97)%       (9.92)%       (10.60)%       (20.51)%

Total Return Since
4-9-98 inception
as of 9/30/98              (12.00)%       (7.01)%        (6.26)%       (23.51)%
- --------------------------------------------------------------------------------

In closing, we thank you for your continued support.


Sincerely,


/s/ Richard W. Perkins              /s/ Daniel S. Perkins

Richard W. Perkins, C.F.A.          Daniel S. Perkins, C.F.A.
President                           Vice President


The Fund's total return, after the maximum sales charge of 4.75%, from inception
of April 9, 1998 through September 30, 1998 was (16.19)%.The  Fund's returns and
share  value  will  fluctuate  and  shares  may be worth more or less than their
original  cost  when  redeemed.  Past  performance  is no  guarantee  of  future
performance.  Investing  in  micro-cap  companies  involves  greater  risks  and
volatility.  The Fund is distributed by First Fund Distributors,  Inc., Phoenix,
AZ 85018.
<PAGE>
                           THE PERKINS DISCOVERY FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Shares         COMMON STOCKS: 50.5%                                Market Value
- --------------------------------------------------------------------------------

         BUSINESS SERVICES: 2.9%
 1,400   Zomax Optical Media, Inc.*.............................     $ 16,013
                                                                     --------

         CHEMICALS: 2.1%
10,000   Verdant Brands, Inc.*..................................       11,250
                                                                     --------

         COMPUTER - DATA SECURITY: 2.3%
 4,000   Datakey, Inc.*.........................................       12,500
                                                                     --------
         COMPUTER - INTEGRATED SYSTEMS: 6.4%
 5,000   Check Technology Corp.*................................       15,000
 5,000   VirtualFund.com, Inc.*.................................       19,687
                                                                     --------
                                                                       34,687
                                                                     --------
         COMPUTER - INTERNET: 3.8%
10,000   California Pro Sports, Inc.*...........................        9,062
 3,000   OnHealth Network Company*..............................       11,625
                                                                     --------
                                                                       20,687
                                                                     --------
         COMPUTER - SOFTWARE: 9.6%
 7,500   Cover-All Technologies, Inc.*..........................       12,188
 4,000   IntraNet Solutions, Inc.*..............................       15,500
 6,000   Spanlink Communications, Inc.*.........................       24,750
                                                                     --------
                                                                       52,438
                                                                     --------
         DISTRIBUTION / WHOLESALE: 4.5%
 5,000   Navarre Corp.*.........................................       16,563
 7,500   Tech Squared, Inc.*....................................        8,203
                                                                     --------
                                                                       24,766
                                                                     --------
         MEDICAL - DRUGS: 2.5%
 7,500   GalaGen, Inc.*.........................................       13,594
                                                                     --------
         MEDICAL INSTRUMENTS: 3.6%
 5,000   CardioThoracic Systems, Inc.*..........................       19,375
                                                                     --------

See accompanying Notes to Financial Statements.

                                                                               3
<PAGE>
                           THE PERKINS DISCOVERY FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------

         MISCELLANEOUS MANUFACTURING: 2.9%
 1,200   Koala Corp.*...........................................      $ 15,900
                                                                      --------
         RETAIL - DRUG STORE: 2.5%
 1,700   HORIZON Pharmacies, Inc.*..............................        13,706
                                                                      --------
         RETAIL - RESTAURANTS: 7.4%
15,000   Chicago Pizza & Brewery, Inc.*.........................        20,625
 4,000   Pizza Inn, Inc.........................................        19,500
                                                                      --------
                                                                        40,125
                                                                      --------

         Total Common Stocks (cost $403,626)....................       275,041
                                                                      --------

Principal Amount     REPURCHASE AGREEMENT: 49.3%
- --------------------------------------------------------------------------------
$268,000   Star Bank Repurchase Agreement, 4.90%, dated 9/30/1998,
           due 10/1/1998, collateralized by $275,000 GNMA, 7.375%,
           due 5/20/2024 (proceeds $268,036) (cost $268,000)........   268,000
                                                                      --------

           Total Investment in Securities (cost $671,626++): 99.8%..   543,041
           Other Assets less Liabilities: 0.2%......................       959
                                                                      --------
           TOTAL NET ASSETS: 100.0%.................................  $544,000
                                                                      ========
* Non-income producing security.

++ At September 30, 1998, the cost of securities for Federal income tax purposes
was the same as the basis for financial reporting.  Unrealized  appreciation and
depreciation were as follows:

           Gross unrealized appreciation ........................... $   3,000
           Gross unrealized depreciation ...........................  (131,585)
                                                                     ---------
                   Net unrealized depreciation ..................... $(128,585)
                                                                     =========

See accompanying Notes to Financial Statements.

4
<PAGE>
                           THE PERKINS DISCOVERY FUND

STATEMENT OF ASSETS AND LIABILITIES AT SEPTEMBER 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

ASSETS
   Investments in securities, at value (cost $403,626)...........     $ 275,041
   Repurchase agreement (cost $268,000)..........................       268,000
   Cash..........................................................           305
   Interest receivable...........................................            36
   Deferred organization costs...................................        13,563
   Prepaid expenses..............................................        13,049
                                                                      ---------
         Total assets ...........................................       569,994
                                                                      ---------
LIABILITIES
   Accrued audit fees............................................         6,829
   Accrued transfer agent fee....................................         9,691
   Other accrued expenses .......................................         9,474
                                                                      ---------
         Total liabilities ......................................        25,994
                                                                      ---------

NET ASSETS  .....................................................     $ 544,000
                                                                      =========
   NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
         ($544,000/41,215 shares outstanding;
         unlimited number of shares authorized
         without par value)......................................     $   13.20
                                                                      =========
   COMPUTATION OF OFFERING PRICE PER SHARE
         (Net asset value $13.20/.9525) .........................     $   13.86
                                                                      =========
COMPONENTS OF NET ASSETS
   Paid-in capital ..............................................     $ 646,598
   Accumulated net investment loss...............................          (823)
   Undistributed net realized gain on investments ...............        26,810
   Net unrealized depreciation on investments ...................      (128,585)
                                                                      ---------
         Net assets .............................................     $ 544,000
                                                                      =========

See accompanying Notes to Financial Statements.

                                                                               5

<PAGE>
                           THE PERKINS DISCOVERY FUND

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 9, 1998* THROUGH SEPTEMBER 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

INVESTMENT INCOME
   Income
     Interest ....................................................   $    4,713
     Dividends....................................................          240
                                                                     ----------
         Total income ............................................        4,953
                                                                     ----------
   Expenses
     Administration fee...........................................       14,231
     Transfer agent fees .........................................        9,691
     Registration fees............................................        9,057
     Fund accounting fees.........................................        7,970
     Audit fee....................................................        6,829
     Custody fees.................................................        4,933
     Advisory fees................................................        2,294
     Reports to shareholders .....................................        2,032
     Legal fees...................................................        1,907
     Amortization of deferred organization costs..................        1,437
     Trustee fees ................................................        1,430
     Distribution fees............................................          577
     Shareholder service fee......................................          462
                                                                     ----------
       Total expenses ............................................       62,850
       Less: expenses waived and reimbursed.......................      (57,074)
                                                                     ----------
       Net expenses...............................................        5,776
                                                                     ----------
         NET INVESTMENT LOSS ....................................         (823)
                                                                     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain from security transactions ..................       26,810
   Net change in unrealized depreciation on investments ..........     (128,585)
                                                                     ----------
       Net realized and unrealized loss on investments ...........     (101,775)
                                                                     ----------
         NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ....   $ (102,598)
                                                                     ==========

* Commencement of operations.

See accompanying Notes to Financial Statements.

6
<PAGE>
                           THE PERKINS DISCOVERY FUND

STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                April 9, 1998 *
                                                                   through
                                                              September 30, 1998
- --------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
   Net investment loss .......................................     $    (823)
   Net realized gain from security transactions ..............        26,810
   Net unrealized depreciation on investments ................      (128,585)
                                                                   ---------
      NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ...      (102,598)
                                                                   ---------

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets derived from net change
    in outstanding shares (a)................................        646,598
                                                                   ---------
      TOTAL INCREASE IN NET ASSETS ...........................       544,000

NET ASSETS
   Beginning of period........................................         -0-
                                                                   ---------
END OF PERIOD  ...............................................     $ 544,000
                                                                   =========

(a) A summary of capital share transactions is as follows:

                                                             April 9, 1998 *
                                                                through
                                                           September 30, 1998
                                                          -------------------
                                                          Shares       Value
                                                          -------------------
Shares sold ........................................      46,391     $728,179
Shares redeemed ....................................      (5,176)     (81,581)
                                                          ------     --------
Net increase........................................      41,215     $646,598
                                                          ======     ========

* Commencement of operations.

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                           THE PERKINS DISCOVERY FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                April 9, 1998 *
                                                                    through
                                                              September 30, 1998
- --------------------------------------------------------------------------------

Net asset value, beginning of period..........................     $ 15.00
                                                                   -------
Income from investment operations:
   Net investment loss .......................................       (0.02)
   Net realized and unrealized loss on investments............       (1.78)
                                                                   -------
Total from investment operations..............................       (1.80)
                                                                   -------

Net asset value, end of period................................     $ 13.20
                                                                   =======

Total return .................................................      (12.00%)

Ratios/supplemental data:
  Net assets, end of period (millions)........................     $   0.5
Ratio of expenses to average net assets:
   Before expense reimbursement ..............................       26.97%+
   After expense reimbursement................................        2.50%+
Ratio of net investment loss to average net assets:
   Before expense reimbursement ..............................      (24.83%)+
   After expense reimbursement ...............................       (0.36%)+

Portfolio turnover rate ......................................       93.91%

* Commencement of operations.

+ Annualized.

See accompanying Notes to Financial Statements.

8
<PAGE>
                           THE PERKINS DISCOVERY FUND


NOTES TO FINANCIAL STATEMENTS AT SEPTEMBER 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

      The Perkins Discovery 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 management  investment company. The Fund's primary investment objective
is capital appreciation. The Fund began operations on April 9, 1998.

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  sale 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.

      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,  DIVIDENDS AND DISTRIBUTIONS. As is common in
            the industry,  security  transactions are accounted for on the trade
            date. Dividend income and distributions to shareholders are recorded
            on the ex-dividend date. Interest income is recognized on an accrual
            basis.  Income and capital gains  distributions  to shareholders are
            determined  in  accordance  with  income tax  regulations  which may
            differ  from  generally  accepted   accounting   principles.   Those
            differences  are  primarily  due to  differing  treatments  for  net
            operating losses.

      D.    DEFERRED  ORGANIZATION  COSTS.  All of the expenses  incurred by the
            Advisor in connection with the  organization and registration of the
            Fund's  shares  will be borne by the Fund  are  being  amortized  to
            expense on a straight-line basis over a period of five years.

      E.    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,  as well as the reported  amounts of revenues
            and expenses during the period.  Actual  results  could  differ from
            those estimates.

                                                                               9
<PAGE>
                           THE PERKINS DISCOVERY FUND


NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

      For the period ended September 30, 1998, Perkins Capital Management,  Inc.
(the "Advisor")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Advisor  furnishes all investment  advice,
office  space and certain  administrative  services,  and  provides  most of the
personnel needed by the Fund. As compensation for its services,  the Advisor was
entitled  to a monthly  fee at the annual  rate of 1.00%  based upon the average
daily net assets of the Fund. For the period ended  September 30, 1998, the Fund
incurred $2,294 in Advisory fees.

      The Fund is responsible  for its own operating  expenses.  The Advisor has
agreed to limit the Fund's total  expenses to not more than 2.50% of average net
assets.  Any such  reductions  made by the  Advisor in its fees or  payments  or
reimbursement  of  expenses  which are the  Fund's  obligation  are  subject  to
reimbursement  by the Fund  within  three  years,  provided  the Fund is able to
effect such reimbursement and remain in compliance with any expense  limitations
then in effect.  For the period ended September 30, 1998, the Advisor reimbursed
the Fund in the total amount of $57,074.

      Investment Company  Administration,  LLC (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 a monthly fee at
the following annual rate:

        Under $12 million      --   $30,000
        $12 to $50 million     --   0.25% of average daily net assets
        $50 to $100 million    --   0.20% of average daily net assets
        $100 to $200 million   --   0.15% of average daily net assets
        over $200 million      --   0.10% of average daily net assets


      For the period ended  September  30, 1998,  the Fund  incurred  $14,231 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 - DISTRIBUTION COSTS

      The Fund has adopted a Distribution  Plan (the "Plan") in accordance  with
Rule 12b-1 under the 1940 Act. The Plan  provides that the Fund may pay a fee to
the Distributor at an annual rate of up to 0.20% of the average daily net assets
of the Fund.  The fee is paid to the  Distributor  as  reimbursement  for, or in
anticipation of,

10
<PAGE>
                           THE PERKINS DISCOVERY FUND


NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------

expenses  incurred for  distribution-related  activity.  During the period ended
September 30, 1998, the Fund paid the Distributor $577.

NOTE 5 - SHAREHOLDER SERVICING FEE

      The  Fund has  entered  into a  Shareholder  Services  Agreement  with the
Advisor,  under  which the Fund pays  servicing  fees at an annual rate of up to
0.25% of the Fund's average daily net assets.  Payments to the Advisor under the
Shareholder  Servicing Agreement may reimburse the Advisor for payments it makes
to selected brokers,  dealers and administrators which have entered into Service
Agreements  with the Advisor for services  provided to shareholders of the Fund.
The services provided by such  intermediaries  are primarily  designed to assist
shareholders  of the Fund  and  include  the  furnishing  of  office  space  and
equipment,  telephone  facilities,  personnel  and  assistance  to the  Fund  in
servicing  such  shareholders.  Services  provided by such  intermediaries  also
include the provision of support  services to the Fund and include  establishing
and  maintaining  shareholders'  accounts  and record  processing,  purchase and
redemption transactions,  answering routine client inquiries regarding the Fund,
and  providing  such other  personal  services to  shareholders  as the Fund may
reasonably  request.  For the period ended September 30, 1998, the Fund incurred
$462 in Shareholder Servicing fees.

NOTE 6 - PURCHASES AND SALES OF SECURITIES

      For the period ended  September  30, 1998,  the cost of purchases  and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$635,518 and $259,276, respectively.

NOTE 7 - REPURCHASE AGREEMENTS

      The Fund may enter into repurchase  agreements with government  securities
dealers  recognized  by the Federal  Reserve  Board,  with  member  banks of the
Federal  Reserve  System or with such other  brokers  or  dealers  that meet the
credit  guidelines  established  by the Board of Trustees.  The Fund will always
receive and maintain,  as collateral,  securities whose market value,  including
accrued  interest,  will be at least equal to 100% of the dollar amount invested
by the  Fund  in each  agreement,  and the  Fund  will  make  payment  for  such
securities  only upon physical  delivery or upon evidence of book entry transfer
to the account of the custodian.  To the extent that any repurchase  transaction
exceeds one business day, the value of the collateral is  marked-to-market  on a
daily basis to ensure the adequacy of the collateral.

      If the seller  defaults and the value of the  collateral  declines,  or if
bankruptcy proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Fund may be delayed or limited.

                                                                              11
<PAGE>
              ADVISOR
  Perkins Capital Management, Inc.
        730 East Lake Street
       Wayzata, MN 55391-1769
           (800) 998-3190
           (612) 473-8367
                 +
            DISTRIBUTOR
   First Fund Distributors, Inc.
4455 East Camelback Road, Suite 261E
        Phoenix, AZ 85018
                 +
             CUSTODIAN
          Star Bank, N.A.
         425 Walnut Street
        Cincinnati, OH 45202
                 +
TRANSFER AGENT AND SHAREHOLDER SERVICES
             PFPC, Inc.
           P.O. Box 8813
     Wilmington, DE 19899-8813
           (800) 280-4779
                 +
              AUDITORS
        Tait, Weller & Baker
   8 Penn Center Plaza, Suite 800
       Philadelphia, PA 19101
                 +
           LEGAL COUNSEL
Paul, Hastings, Janofsky & Walker LLP
 345 California Street, 29th Floor
      San Francisco, CA 94104

This    report    is    intended    for
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.


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