PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1998-09-04
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                        U.S. Global Leaders Growth Fund
                                  Annual Report

                                  June 30, 1998
<PAGE>
                         U.S. Global Leaders Growth Fund
                                                                  August 1, 1998

Dear Fellow Long-Term Investor:

It is gratifying to report continued  favorable  investment  performance results
for U. S. Global Leaders Growth Fund on both an absolute and relative basis:
                                  Six Months      Year    Since Inception
                                    Ending       Ending    (Annualized)
                                    6/30/98      6/30/98 9/29/95 - 6/30/98

U.S. Global Leaders Growth Fund     22.40%      37.20%       34.45%
U.S. Global Leaders (After-Tax)     22.40%      37.20%       34.29%
S&P 500 Index                       17.63%      30.13%       29.66%
Lipper Growth Index                 15.58%      28.28%       23.34%
Lipper International Index          15.80%       8.96%       14.36%

The financial  media  increasingly  treats  business and market  developments as
entertainment  fodder.  Events that galvanize  traders and  short-term  momentum
players  (but  which are of little or no  consequence  to  long-term  investors)
predominate on TV and in the press.  Snap judgments - particularly  of the gloom
and doom variety - "sell" more than thoughtful long-term analyses.  An abundance
of chatter about the possibility of a reversal of the non-inflationary  economic
growth that we are enjoying  often  overshadows  the almost daily evidence as to
the probability of its continuance.  Fortunately,  sweet music occasionally cuts
through  the static as with the  Federal  Reserve  Chairman's  recent  testimony
before Congress that "the current economic performance...is as impressive as any
I have witnessed in my near  half-century  of daily  observation of the American
economy."

The Bank for  International  Settlements,  the  world's  central  banker,  is an
institution  whose global  perspective  is well worth paying  attention  to. Its
Annual Report  released on June 8, l998  presented the following  under-reported
conclusion:  "In spite of the traumatic  events in Asia, the economic  prospects
for the rest of the world are still  thought  to look  generally  positive.  The
long-running  expansion  of the  economies  of the United  States and the United
Kingdom is projected to continue.  European economic and monetary union is to be
introduced  on  schedule  with  a  broad  membership,  amid  emerging  signs  of
strengthening  growth and confidence.  Not only have serious  contagion  effects
thus far been avoided elsewhere  outside the Asian region,  but some have argued
that the worst may be over in Asia itself  given that  financial  markets  there
have stabilized to some degree...  At a more  fundamental  level,  the events in
Asia have even been  interpreted  positively  by some as a  confirmation  of the
dominance  of the  market-driven  model  of  economic  growth  that  has  become
increasingly  fashionable  since the  1970s."  Obviously,  not sound bite 

<PAGE>
material  but rather  the type of  substantive  commentary  that  underpins  our
confidence.

To be  comfortable  with the general  investment  environment is not to render a
blanket  endorsement  of all (or even most) stock price  prospects.  Indeed,  at
current valuation levels, absolute and relative investment returns are likely to
more closely correlate with underlying earnings results. In our view, the number
of companies that can maintain pricing flexibility and sustain superior earnings
growth in a slower growing, non-inflationary,  globally competitive market place
is a shrinking  universe.  Accordingly,  we expect a re-emergence  of a two-tier
market:  the  stock  prices  of  earnings  under-achievers  should  sink to risk
discounts  and the  sustainable  growers are likely to regain their  traditional
price  premiums.  It is thus  reassuring  to reaffirm our  expectation  that the
portfolio companies on a dollar-weighted basis will grow their earnings at about
20 percent for the foreseeable future.

We  are  pleased  to  announce  the   activation   of  our   Internet   website:
www.usgloballeaders.com.  In  addition  to  the  latest  Prospectus,  background
materials,  and Investor Kit order form,  you will find a Fact Sheet  presenting
investment  performance  results  and  many of the  Fund's  "vital  statistics",
including all portfolio holdings. This Fact Sheet will be updated monthly.

Also, it is satisfying to be able to note that total  expenses have been reduced
to the 1.39 percent annual rate from 1.48 percent.  It is our  expectation  that
the expense ratio will be further reduced with continued growth in Fund assets.

It is said that successful  investing,  like success itself,  is a journey not a
destination.  We are gratified  that you have chosen to invest with U.S.  Global
Leaders  Growth  Fund.  We are  committed  to  making  it a safe  and  rewarding
experience.

Cordially,

/s/


George M. Yeager

"Patience is the companion of wisdom."     St. Augustine

<PAGE>
                        U. S. Global Leaders Growth Fund
                       Value of $10,000 vs. S&P 500 Index
Average Annual Total Return
Period Ended June 30, 1998
1 Year.....................37.20%
Since Inception (9/29/95)..34.45%

Qtr            Adj Fund             Adj S&P
9/29/95        10,000               10,000
12/31/95       10,673               10,599
3/31/96        11,313               11,170
6/30/96        12,083               11,663
9/30/96        13,004               12,029
12/31/96       13,143               13,035
3/31/97        13,638               13,381
6/30/97        16,469               15,712
9/30/97        17,773               16,891
12/31/97       18,461               17,382
3/31/98        21,766               19,805
6/30/98        22,595               20,447


Past performance is not predictive of future performance.

The S&P 500 is a broad market-weighted average of U. S. blue-chip companies. The
index is unmanaged and returns include reinvested dividends.
<PAGE>
                         U.S. Global Leaders Growth Fund
<TABLE>
<CAPTION>

SCHEDULE OF INVESTMENTS at June 30, 1998
- --------------------------------------------------------------------------------
   Shares   COMMON STOCKS: 98.8%                             Market Value
- --------------------------------------------------------------------------------
            Beverages: 2.6%
<S>                                                           <C>        
   26,700   Coca-Cola Company.............................    $ 2,282,850
                                                              -----------
                                                                          

            Business and Information Services: 9.0%
   40,100   Automatic Data Processing, Inc................      2,922,288
   68,200   Gartner Group, Inc.*..........................      2,387,000
   49,050   Robert Half International, Inc.*..............      2,740,669
   ------                                                       ---------
                                                                8,049,957
                                                                ---------
            Computer Software: 3.0%
   24,800   Microsoft Corp.*..............................      2,687,700
                                                                ---------

            Consumer Services: 8.0%
  166,300   Cendant Corp.*................................      3,471,513
   97,200   ServiceMaster Company.........................      3,699,675
                                                                ---------
                                                                7,171,188
                                                                ---------
            Drug Delivery Systems: 3.4%
   70,900   ALZA Corp.*...................................      3,066,425
                                                                ---------

            Entertainment and Lodging: 6.5%
  144,800   Marriott International, Inc., Class A.........      4,687,900
   10,750   Walt Disney Company...........................      1,129,422
                                                                ---------
                                                                5,817,322
                                                                ---------
            Express Delivery Services: 3.8%
   54,200   FDX Corp.*....................................      3,401,050
                                                                ---------

            Financial Services: 3.9%
   50,200   State Street Corp.............................      3,488,900
                                                                ---------

            Foods: 1.6%
   14,300   Wm. Wrigley Jr. Company.......................      1,401,400
                                                                ---------

            Food Services: 8.9%
   55,900   McDonald's Corp...............................      3,857,100
   77,400   Starbucks Corp.*..............................      4,136,062
                                                                ---------
                                                                7,993,162
                                                                ---------
            Health Products: 5.4%
   58,400   Abbott Laboratories...........................      2,387,100
   33,200   Johnson & Johnson.............................      2,448,500
                                                                ---------
                                                                4,835,600
                                                                ---------

<PAGE>
                         U.S. Global Leaders Growth Fund

SCHEDULE OF INVESTMENTS at June 30, 1998, Continued
- --------------------------------------------------------------------------------
   Shares                                                    Market Value
- --------------------------------------------------------------------------------
            Household Products: 4.0%
   22,900   Colgate-Palmolive Company.....................    $ 2,015,200
   17,000   Procter & Gamble Company......................      1,548,063
                                                                ---------
                                                                3,563,263
                                                                ---------
            Insurance: 2.9%
   17,837   American International Group, Inc.............      2,604,202
                                                                ---------

            Mass Merchandising: 4.5%
   66,850   Wal-Mart Stores, Inc..........................      4,061,137
                                                                ---------

            Oil Services: 3.7%
   48,200   Schlumberger Ltd..............................      3,292,662
                                                                ---------

            Pharmaceuticals: 8.8%
   21,700   Merck & Company, Inc..........................      2,902,375
   45,500   Pfizer, Inc...................................      4,945,281
                                                                ---------
                                                                7,847,656
                                                                ---------
            Specialty Retail: 16.8%
   63,800   Home Depot, Inc...............................      5,299,387
  177,950   Staples, Inc.*................................      5,149,428
   95,100   Tiffany & Company.............................      4,564,800
                                                                ---------
                                                               15,013,615
                                                               ----------
            Toiletries: 2.0%
   31,492   Gillette Company..............................      1,785,203
                                                               ---------

            Total Common Stocks (cost $63,313,252)........     88,363,292
                                                               ----------

Principal
Amount      REPURCHASE AGREEMENT: 1.4%
- --------------------------------------------------------------------------------
$1,287,000  Star Bank Repurchase Agreement, 5.20%,
            dated 6/30/1998, due 7/1/1998, collateralized
            by $1,290,000 GNMA, 5.20%, due 5/20/2024,
            (proceeds $1,287,183) (cost $1,287,000).......      1,287,000
                                                                ---------

            Total Investment in Securities
              (cost $64,600,252+): 100.2%.................     89,650,292
            Liabilities in Excess of Other Assets: (0.2)%.       (233,892)
                                                                 -------- 
            Total Net Assets: 100.0% .....................    $89,416,400
                                                              ===========

<FN>

*Non-income producing security.


<PAGE>
                         U.S. Global Leaders Growth Fund


SCHEDULE OF INVESTMENTS at June 30, 1998, Continued
- --------------------------------------------------------------------------------

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

            Gross unrealized appreciation.................    $26,313,799
            Gross unrealized depreciation.................     (1,263,759)
                                                               ---------- 
                  Net unrealized appreciation.............    $25,050,040
</FN>
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
                         U.S. Global Leaders Growth Fund
<TABLE>
<CAPTION>


STATEMENT OF ASSETS AND LIABILITIES at June 30, 1998
- --------------------------------------------------------------------------------

ASSETS
   Investments in securities, at value
<S>                                                           <C>        
      (cost $64,600,252) .................................    $89,650,292
   Receivables:
      Fund shares sold....................................        897,503
      Dividends and interest..............................         52,238
   Prepaid expenses.......................................          2,328
                                                                    -----
         Total assets ....................................     90,602,361
                                                               ----------

LIABILITIES
   Payables:
      Advisory fees.......................................         67,730
      Administration fee..................................         12,286
      Securities purchased................................        823,393
      Fund shares redeemed................................         69,264
      Other liabilities...................................        179,351
   Accrued expenses.......................................         33,937
                                                                   ------
         Total liabilities................................      1,185,961
                                                                ---------


NET ASSETS      ........................................     $89,416,400
                                                             ===========

Netasset value,  offering and redemption price per share  ($89,416,400/4,000,558
   shares outstanding; unlimited number of shares
   authorized without par value)........................           $22.35
                                                                   ======

COMPONENTS OF NET ASSETS
   Paid-in capital .......................................    $64,890,622
   Accumulated net realized loss on investments...........       (524,262)
   Net unrealized appreciation on investments.............     25,050,040
                                                               ----------
      Net assets .........................................    $89,416,400
                                                              ===========
</TABLE>

See accompanying Notes to Financial Statements.
<PAGE>
                         U.S. Global Leaders Growth Fund
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
For the Year Ended June 30, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
   Income
<S>                                                             <C>      
      Dividends...........................................      $ 374,938
      Interest............................................         34,649
                                                                   ------
         Total income.....................................        409,587
                                                                  -------
   Expenses
      Advisory fees ......................................        539,774
      Administration fee..................................         95,452
      Registration fees...................................         36,755
      Fund accounting fees................................         24,728
      Transfer agent fees.................................         20,929
      Custody fees........................................         17,102
      Audit fee...........................................         14,105
      Reports to shareholders.............................          9,647
      Trustee fees........................................          7,548
      Legal fees..........................................          4,224
      Miscellaneous.......................................          1,825
      Insurance...........................................          1,326
                                                                    -----
         Total expenses...................................        773,415
         Less: expenses waived and reimbursed.............         (6,910)
                                                                   ------ 
         Net expenses.....................................        766,505
                                                                  -------
            Net investment loss ..........................       (356,918)
                                                                 -------- 


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
   Net realized loss from security transactions ..........       (408,137)
   Net change in unrealized appreciation on
     investments .........................................     18,776,260
                                                               ----------
         Net realized and unrealized gain
           on investments  ...............................     18,368,123
                                                               ----------

Net increase in net assets resulting from operations .....    $18,011,205
                                                              ===========
</TABLE>

See accompanying Notes to Financial Statements.
<PAGE>
                         U.S. Global Leaders Growth Fund
<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
                                                Year            Year
                                                Ended           Ended
                                            June 30, 1998   June 30, 1997
- --------------------------------------------------------------------------------

INCREASE IN NET ASSETS FROM:
OPERATIONS
<S>                                           <C>             <C>       
Net investment loss......................     $ (356,918)     $ (58,693)
Net realized loss from security
  transactions ..........................       (408,137)       (15,039)
Net change in unrealized appreciation
  on investments.........................     18,776,260      5,281,680
                                              ----------      ---------
   Net increase in net assets resulting
     from operations ....................     18,011,205      5,207,948
                                              ----------      ---------

DISTRIBUTIONS TO SHAREHOLDERS
Net realized gain on investments.........        -0-           (104,225)
                                                  -            -------- 

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from
  net change in outstanding shares (a)...     44,553,056     12,727,973
                                              ----------     ----------
   Total increase in net assets .........     62,564,261     17,831,696

NET ASSETS
Beginning of year........................     26,852,139      9,020,443
                                              ----------      ---------
End of year ............................     $89,416,400    $26,852,139
                                             ===========    ===========
<FN>

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

                             Year                        Year
                             Ended                       Ended
                         June 30, 1998               June 30, 1997
- --------------------------------------------------------------------------------
                      Shares       Value        Shares         Value
- --------------------------------------------------------------------------------
Shares sold........  2,462,187   $46,809,937    965,711    $13,651,352
Shares issued in
  reinvestment of
   distributions...     -0-          -0-          8,208        103,752
Shares redeemed....   (109,778)   (2,256,881)   (72,466)    (1,027,131)
                      --------    ----------    -------     ---------- 
Net increase ......  2,352,409   $44,553,056    901,453    $12,727,973
                     =========   ===========    =======    ===========


</FN>
</TABLE>


See accompanying Notes to Financial Statements.
<PAGE>
                         U.S. Global Leaders Growth Fund
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout each period
- --------------------------------------------------------------------------------
                                        Year Ended June 30,Sept. 29, 1995*
                                     through
                                         1998        1997   June 30, 1996
- --------------------------------------------------------------------------------

Net asset value, beginning
<S>                                     <C>         <C>        <C>   
   of period .........................  $16.29      $12.08     $10.00
                                        ------      ------     ------
Income from investment operations:
   Net investment (loss) income ......   (0.07)      (0.04)      0.01
   Net realized and unrealized gain
      on investments .................    6.13        4.39       2.08
                                          ----        ----       ----
Total from investment operations......    6.06        4.35       2.09
                                          ----        ----       ----
Less distributions:
   From net investment income.........    0.00        0.00      (0.01)
   From net capital gains.............    0.00       (0.14)       0.00
                                          ----       -----        ----
Total distributions...................    0.00       (0.14)     (0.01)
                                          ----       -----      ----- 

Net asset value, end of period .......  $22.35      $16.29     $12.08
                                        ======      ======     ======
Total return .........................   37.20%      36.29%     20.83%
Ratios/supplemental data:
Net assets, end of period
   (millions).........................  $ 89.4      $ 26.9       $ 9.0
Ratio of expenses to average
   net assets:
   Before expense reimbursement ......    1.43%       1.87%      2.55%+
   After expense reimbursement........    1.42%       1.48%      1.48%+
Ratio of net investment loss to average net assets:
   Before expense reimbursement ......   (0.67)%     (0.79)%    (1.08)%+
   After expense reimbursement .......   (0.66)%     (0.39)%    (0.01)%+
Portfolio turnover rate ..............    4.02%      21.49%      4.91%
<FN>

*Commencement of operations.

+Annualized.
</FN>
</TABLE>

See accompanying Notes to Financial Statements.
<PAGE>
                         U.S. Global Leaders Growth Fund

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

NOTE 1 - ORGANIZATION

      The U.S.  Global  Leaders  Growth Fund (the  "Fund") is a  non-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  began
operations on September  29, 1995.  The  investment  objective of the Fund is to
seek growth of capital.  The Fund seeks to achieve its  objective  by  investing
primarily in common  stocks of United  States  companies  that have  substantial
international activities.

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,  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 is 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.
<PAGE>
                         U.S. Global Leaders Growth Fund

NOTES TO FINANCIAL STATEMENTS, Continued

NOTE 3 - COMMITMENTS AND OTHER RELATED
            PARTY TRANSACTIONS

      For the year ended June 30,  1998,  Yeager,  Wood &  Marshall,  Inc.  (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 1.00% based upon the  average  daily net assets of the Fund.  For
the year ended June 30, 1998, the Fund incurred $539,774 in advisory fees.
      The Fund is responsible for its own operating expenses. The Adviser agreed
to reduce the limit the Fund's total  expenses from 1.48% to 1.39% when the Fund
exceeded $50 million  during the fiscal year.  Any such  reductions  made by the
Adviser 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  applicable   expense   limitations   then  in  effect.   The  expense
reimbursement  by the Adviser for the year ended June 30, 1998,  totaled $6,910,
and the  cumulative  unrecouped  amount  paid by the  Adviser  from  the  Fund's
inception through June 30, 1998 totalled $109,694.
      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 a monthly fee at
the following annual rate:

      Under $15 million        $30,000
      $15 to $50  million      0.20% of average  daily net assets 
      $50 to $80 million       0.15% of average  daily net assets  
      $80 to $100  million     0.10% of average  daily net assets 
      Over $100 million        0.05% of average daily net assets

      For  the  year  ended  June  30,  1998,  the  Fund  incurred   $95,452  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 the Distributor.
<PAGE>
                         U.S. Global Leaders Growth Fund

NOTES TO FINANCIAL STATEMENTS, Continued

NOTE 4 - PURCHASES AND SALES OF SECURITIES

      The cost of purchases  and the proceeds  from sales of  securities,  other
than short-term investments,  for the year ended June 30, 1998, were $46,167,107
and $2,153,543, respectively.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Shareholders of
U.S. Global Leaders Growth 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 U.S.  Global  Leaders Growth 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  September  29, 1995
(commencement  of operations) to 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 audits 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 U.S.
Global  Leaders  Growth 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  September  29, 1995
(commencement  of  operations)  to June 30, 1996, in conformity  with  generally
accepted accounting principles.

Los Angeles, California
July 31, 1998
<PAGE>
                                     ADVISER

                      Yeager, Wood & Marshall, Incorporated
                                630 Fifth Avenue
                            New York, New York 10111
                                 (212) 765-5350


                                   DISTRIBUTOR

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


                                    CUSTODIAN

                                 Star Bank, N.A.
                                425 Walnut Street
                             Cincinnati, Ohio 45202


                                  TRANSFER AND
                                    DIVIDEND
                                DISBURSING AGENT

                          American Data Services, Inc.
                                  P.O. Box 5536
                         Hauppauge, New York 11788-0132


                                    AUDITORS

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


                                  LEGAL COUNSEL

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


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