PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1998-12-02
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                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

Dear Perkins Opportunity Fund Shareholders:

Shares of small growth companies  reached a top in the spring of 1996 and now, 2
1/2 years  later,  finally  appear  to be in the  process  of making  meaningful
bottoms.  In a recent  letter to our private  clients we stated that 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,  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 there, and so are the real values.  One of our holdings,
Ciprico,  is selling at less than its cash per share,  giving  zero value to the
business.  Another,  Wilsons  The Leather  Experts,  is selling at six times its
estimated  earnings per share for the current  year.  There are  numerous  other
examples of  valuations  which we believe to be  ludicrous.  Yes, we do own some
stocks which we wish we had not purchased and certainly others which we now wish
we had sold before they went down.  Nevertheless,  we have what we feel are many
very attractive holdings in the Fund, which we expect to rebound when the market
for the out-of-favor  smaller growth  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 up an average of 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  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 believe the fall of 1998 to be one of those
times.
<PAGE>
We wish to thank all of our  shareholders  for sticking with us, which under the
circumstances has not been an easy thing to do. We are confident,  however, that
valuations will improve, perhaps significantly.

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

- --------------------------------------------------------------------------------
CALENDAR PERIOD         THE PERKINS        S&P        NASDAQ         RUSSELL
                        OPPORTUNITY        500       COMPOSITE        2000
                           FUND           INDEX        INDEX          INDEX
- --------------------------------------------------------------------------------

1993                      39.52%         10.67%       17.26%         17.62%

1994                      14.85%          1.27%       (3.20)%        (3.18)%

1995                      70.35%         37.53%       39.92%         26.21%

1996                      (7.33)%        22.99%       22.71%         14.76%

1997                     (17.08)%        33.34%       21.64%         20.52%

1998 YTD (9/30/98)       (24.88)%         5.96%        7.86%        (16.80)%

ANNUALIZED SINCE
2-18-93 INCEPTION          8.43%         19.17%       18.18%          9.37%
- --------------------------------------------------------------------------------

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 average annual total return, after the maximum sales charge of 4.75%,
from  inception of February 18, 1993 through  September 30, 1998 was 7.49%,  for
the three-year period ended on that date was (17.92%),  for the five-year period
ended on that  date  was  3.00%  and for the 12  months  ended on that  date was
(43.71%).  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.  Small company  investing  involves greater
risks and volatility. The Fund is distributed by First Fund Distributors,  Inc.,
Phoenix, AZ 85018.
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

SCHEDULE OF INVESTMENTS AT SEPTEMBER 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Shares         COMMON STOCKS: 90.7%                                 Market Value
- --------------------------------------------------------------------------------

          BUSINESS SERVICES: 2.4%
 87,500   Appliance Recycling Centers of America, Inc.(a)*......     $   54,687
437,500   Health Fitness Corp.*.................................        218,750
450,000   Integrated Security Systems, Inc.(a)*.................        421,875
275,000   Reality Interactive, Inc.(a)*.........................         27,500
                                                                     ----------
                                                                        722,812
                                                                     ----------
          COMMERCIAL SERVICES: 0.3%
 20,000   Giga Information Group, Inc.*.........................         80,000
                                                                     ----------
          COMPUTER - INTERNET: 6.5%
500,000   OnHealth Network Company(a)*..........................      1,937,500
                                                                     ----------
          COMPUTER - MEMORY DEVICES: 2.4%
100,000   Ciprico, Inc.*........................................        731,250
                                                                     ----------
          COMPUTER - PERIPHERAL EQUIPMENT: 1.9%
250,000   Digital Biometrics, Inc.*.............................        324,219
100,000   RSI Systems, Inc.*....................................        231,250
                                                                     ----------
                                                                        555,469
                                                                     ----------
          COMPUTER - SOFTWARE: 8.1%
280,000   Delphi Information Systems, Inc.(a)*..................        962,500
200,000   Fourth Shift Corp.*...................................        637,500
 50,000   Information Advantage, Inc.*..........................        231,250
115,000   IntraNet Solutions, Inc.*.............................        445,625
115,000   OneLink Communications, Inc.*.........................        154,531
                                                                     ----------
                                                                      2,431,406
                                                                     ----------
          CONSUMER PRODUCTS - MISCELLANEOUS: 2.9%
300,000   Minnesota Brewing Company (a)*........................        562,500
 35,000   Recovery Engineering, Inc.*...........................        293,125
                                                                     ----------
                                                                        855,625
                                                                     ----------
          EDUCATIONAL - PRODUCTS/SERVICES: 3.0%
200,000   The TesseracT Group, Inc.*............................        662,500
 50,000   UOL Publishing, Inc.*.................................        243,750
                                                                     ----------
                                                                        906,250
                                                                     ----------
See accompanying Notes to Financial Statements.

                                                                              3
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

          ELECTRICAL PRODUCTS - MISCELLANEOUS: 12.1%
 75,000   AMETEK, Inc..........................................     $ 1,293,750
100,000   Barringer Technologies, Inc.*........................         743,750
430,000   Destron Fearing Corp.*...............................         537,500
500,000   Insignia Systems, Inc. (a)*..........................         812,500
410,000   Micro Component Technology, Inc.(a)*.................         217,813
                                                                    -----------
                                                                      3,605,313
                                                                    -----------
          FINANCIAL SERVICES - MISCELLANEOUS: 6.4%
 20,000   Metris Companies, Inc................................         932,500
 50,000   TCF Financial Corp...................................         993,750
                                                                    -----------
                                                                      1,926,250
                                                                    -----------
          LEISURE - GAMING: 2.0%
 58,000   American Wagering, Inc.*.............................         253,750
175,000   Innovative Gaming Corporation of America*............         339,063
                                                                    -----------
                                                                        592,813
                                                                    -----------
          MEDICAL - DRUGS: 4.1%
250,000   GalaGen, Inc.*.......................................         453,125
100,000   Orphan Medical, Inc.*................................         768,750
                                                                    -----------
                                                                      1,221,875
                                                                    -----------
          MEDICAL - PRODUCTS: 18.0%
175,000   ATS Medical, Inc.*...................................       1,028,125
250,000   Diametrics Medical, Inc.*............................       1,250,000
550,000   Everest Medical Corp. (a)*...........................         825,000
425,000   InnerDyne, Inc.*.....................................         690,625
 90,000   Lectec Corp.*........................................         292,500
200,000   SpectraSCIENCE, Inc. (a)*............................         987,500
 75,000   ZymeTx, Inc.*........................................         300,000
                                                                    -----------
                                                                      5,373,750
                                                                    -----------
          REAL ESTATE INVESTMENT TRUST: 4.3%
 50,000   Capital Automotive REIT..............................         584,375
 50,000   Resource Asset Investment Trust......................         712,500
                                                                    -----------
                                                                      1,296,875
                                                                    -----------
See accompanying Notes to Financial Statements.

4
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

          RETAIL - MISCELLANEOUS: 3.6%
100,000   Wilsons The Leather Experts, Inc.*...................      $ 1,062,500
                                                                     -----------
          RETAIL - RESTAURANTS: 2.8%
200,000   Big Buck Brewery & Steakhouse, Inc.(a)*..............          750,000
100,000   Cafe Odyssey, Inc.*..................................          100,000
                                                                     -----------
                                                                         850,000
                                                                     -----------
          TELECOMMUNICATIONS - EQUIPMENT AND SERVICES: 9.9%
 85,000   ChoiceTel Communications, Inc.*......................          350,625
100,000   Norstan, Inc.*.......................................        1,750,000
450,000   Racotek, Inc.*.......................................          871,875
                                                                     -----------
                                                                       2,972,500
                                                                     -----------
          Total Common Stocks (cost $47,985,989)...............       27,122,188
                                                                     -----------
          PREFERRED STOCK: 1.6%
- --------------------------------------------------------------------------------
          BUSINESS SERVICES: 1.6%
 70,000   IntraNet Solutions, Inc. (cost $350,000).............          466,669
                                                                     -----------

          WARRANTS: 0.4%
- --------------------------------------------------------------------------------
          BUSINESS SERVICES: 0.0%
 62,500   Health Fitness Corp., Exp. 4/4/1999..................                0
                                                                     -----------

          COMPUTER - SOFTWARE: 0.0%
280,000   Delphi Information Systems, Inc., Exp. 4/17/1999.....                0
500,000   Insignia Systems, Inc., Exp. 1/16/2000 (a)...........                0
 70,000   IntraNet Solutions, Inc., Exp. 7/22/2002.............                0
275,000   Reality Interactive, Inc., Exp. 4/10/2000(a).........              275
                                                                     -----------
                                                                             275
                                                                     -----------
          ELECTRIC PRODUCTS - MISCELLANEOUS: 0.1%
100,000   Barringer Technologies, Inc., Exp. 11/12/1999........           31,250
                                                                     -----------

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

            RETAIL - RESTAURANTS: 0.2%
   300,000  Big Buck Brewery & Steakhouse, Inc., Exp. 6/12/2000... $     75,000
                                                                   ------------

            TELECOMMUNICATIONS - EQUIPMENT AND SERVICES: 0.1%
    85,000  ChoiceTel Communications, Inc., Exp. 11/10/2002.......       21,250
                                                                   ------------

            Total Warrants (cost $140,225)........................      127,775
                                                                   ------------

Principal Amount     REPURCHASE AGREEMENT: 8.0%
- --------------------------------------------------------------------------------
$2,405,000  Star Bank Repurchase Agreement, 4.90%, dated
            9/30/1998, due 10/1/1998, collateralized by
            $2,457,629 GNMA, 7.375%, due 5/20/2024
            (proceeds $2,405,327) (cost $2,405,000)...............    2,405,000
                                                                   ------------

            Total Investment in Securities (cost
            $50,881,214++): 100.7%................................   30,121,632
            Liabilities in excess of Other Assets: (0.7)%.........     (205,790)
                                                                   ------------
            TOTAL NET ASSETS: 100.0%.............................. $ 29,915,842
                                                                   ============
* Non-income producing security.

(a) Affiliated company (see Note 7).

++ 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 ........................ $  1,824,865
            Gross unrealized depreciation ........................  (22,584,447)
                                                                   ------------
                  Net unrealized depreciation .................... $(20,759,582)
                                                                   ============

See accompanying Notes to Financial Statements.

6
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

ASSETS
  Investments in securities, at value (cost $50,881,214)......     $ 30,121,632
  Cash........................................................              725
  Receivables:
    Securities sold ..........................................           17,610
    Fund shares sold..........................................            2,381
    Interest..................................................              328
  Prepaid expenses............................................           30,461
                                                                   ------------
      Total assets ...........................................       30,173,137
                                                                   ------------
LIABILITIES
  Payables:
    Advisory fees.............................................           25,090
    Administration fee........................................            3,807
    Fund shares redeemed......................................           59,333
  Accrued expenses ...........................................          169,065
                                                                   ------------
       Total liabilities .....................................          257,295
                                                                   ------------

NET ASSETS  ..................................................     $ 29,915,842
                                                                   ============
  NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
    ($29,915,842/3,156,659 shares outstanding;
    unlimited number of shares authorized without
    par value)................................................     $       9.48
                                                                   ============
  COMPUTATION OF OFFERING PRICE PER SHARE
    (Net asset value $9.48/.9525) ............................     $       9.95
                                                                   ============
COMPONENTS OF NET ASSETS
  Paid-in capital ............................................     $ 65,225,503
  Accumulated net investment loss.............................         (400,286)
  Accumulated net realized loss on investments ...............      (14,149,793)
  Net unrealized depreciation on investments .................      (20,759,582)
                                                                   ------------
      Net assets .............................................     $ 29,915,842
                                                                   ============

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

STATEMENT OF OPERATIONS - FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
- --------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Interest .................................................    $      49,837
    Dividends.................................................           73,115
                                                                  -------------
       Total income ..........................................          122,952
                                                                  -------------
  Expenses
    Advisory fees.............................................          230,033
    Transfer agent fees ......................................           90,536
    Distribution fees.........................................           46,007
    Administration fee........................................           41,966
    Shareholder service fee...................................           30,089
    Reports to shareholders ..................................           19,502
    Fund accounting fees......................................           15,068
    Custody fees..............................................           11,460
    Registration fees.........................................            9,590
    Audit fee.................................................            8,391
    Insurance.................................................            6,081
    Trustee fees .............................................            5,899
    Miscellaneous.............................................            5,860
    Legal fees................................................            2,756
                                                                  -------------
      Total expenses .........................................          523,238
                                                                  -------------
         NET INVESTMENT LOSS .................................         (400,286)
                                                                  -------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  Net realized loss from security transactions ...............       (1,909,680)
  Net change in unrealized depreciation on investments .......      (13,548,179)
                                                                  -------------
     Net realized and unrealized loss on investments .........      (15,457,859)
                                                                  -------------
        NET DECREASE IN NET ASSETS RESULTING
         FROM OPERATIONS......................................    $ (15,858,145)
                                                                  =============

See accompanying Notes to Financial Statements.

8
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                  Six Months Ended    Year Ended
                                                    September 30,      March 31,
                                                        1998#            1998
- --------------------------------------------------------------------------------

(DECREASE) INCREASE IN NET ASSETS FROM:
OPERATIONS
  Net investment loss ............................ $   (400,286)   $ (1,341,964)
  Net realized loss from security transactions ...   (1,909,680)     (5,974,426)
  Net change in unrealized depreciation on
   investments ...................................  (13,548,179)     16,076,454
                                                   ------------    ------------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS ...................   (15,858,145)     8,760,064
                                                    ------------    ------------
CAPITAL SHARE TRANSACTIONS
  Net decrease in net assets derived from
   net change in outstanding shares (a)...........  (10,355,043)    (27,905,372)
                                                    ------------    ------------
    TOTAL DECREASE IN NET ASSETS .................  (26,213,188)    (19,145,308)


NET ASSETS
  Beginning of period..............................   56,129,030      75,274,338
                                                    ------------    ------------
END OF PERIOD  .................................... $ 29,915,842    $ 56,129,030
                                                    ============    ============

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

                               Six Months Ended               Year Ended
                              September 30, 1998#           March 31, 1998
                            -----------------------    -----------------------
                              Shares       Value        Shares        Value
                              ------       -----        ------        -----

Shares sold ...............   99,739   $  1,302,781      890,435   $ 12,140,118
Shares issued in
 reinvestment of
 distribution..............      -0-            -0-          -0-            -0-
Shares redeemed ........... (884,564)   (11,657,824)  (2,932,794)   (40,045,490)
                            --------   ------------   ----------   ------------
Net decrease............... (784,825)  $(10,355,043)  (2,042,359)  $(27,905,372)
                            ========   ============   ==========   ============

# Unaudited.

See accompanying Notes to Financial Statements.

                                                                               9
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                Six Months Ended              Year Ended March 31,
                                  September 30, -------------------------------------------
                                     1998#      1998     1997    1996++    1995++    1994++
- -------------------------------------------------------------------------------------------
<S>                               <C>         <C>      <C>      <C>      <C>       <C>
Net asset value,
 beginning of period............... $ 14.24    $12.58   $18.78   $13.03   $ 10.37   $ 7.96
                                    -------    ------   ------   ------   -------   ------
Income from investment operations:
 Net investment loss ..............   (0.13)    (0.34)   (0.24)   (0.12)    (0.13)   (0.13)
 Net realized and unrealized
  gain (loss) on investments.......   (4.63)     2.00    (4.98)    6.66      3.79     2.70
                                    -------    ------   ------   ------   -------   ------
Total from investment operations...   (4.76)     1.66    (5.22)    6.54      3.66     2.57
                                    -------    ------   ------   ------   -------   ------
Less distributions:
 From net capital gains ...........    0.00      0.00    (0.98)   (0.79)    (1.00)   (0.16)
                                    -------    ------   ------   ------   -------   ------
Net asset value, end of period..... $  9.48    $14.24   $12.58   $18.78   $ 13.03   $10.37
                                    =======    ======   ======   ======   =======   ======
Total return ......................  (33.43)%   13.20%  (28.94)%  51.29%    38.72%   32.22%
Ratios/supplemental data:
Net assets, end of period
  (millions)....................... $  29.9    $ 56.1   $ 75.3   $ 92.3   $  12.5    $ 3.3
Ratio of expenses to average
 net assets:
 Before expense reimbursement .....    2.28%+    2.27%    1.90%    1.97%     3.08%    5.14%
 After expense reimbursement.......    2.28%+    2.27%    1.90%    1.97%     2.63%    2.49%
Ratio of net investment loss to
 average net assets:
 Before expense reimbursement .....   (1.75)%+  (1.85)%  (1.25)%  (1.16)%   (2.76)%  (4.93)%
 After expense reimbursement ......   (1.75)%+  (1.85)%  (1.25)%  (1.16)%   (2.31)%  (2.28)%
Portfolio turnover rate ...........    7.40%    53.37%   86.88%   92.45%   124.86%   90.63%
</TABLE>

# Unaudited.

+ Annualized.

++ Per share data has been restated  to give effect to a 2-for-1  stock split to
shareholders of record as of the close on June 3, 1996.

See accompanying Notes to Financial Statements.

10
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND


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

NOTE 1 - ORGANIZATION

      The  Perkins  Opportunity  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
February 18, 1993.

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.

            At September  30,  1998,  there is a capital  loss  carryforward  of
            approximately  $11,200,000,  which expires March 31, 2006, available
            to offset future gains, if any.

      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.    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.

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

      For the six months 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

                                                                              11
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

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 six months  ended
September 30, 1998, the Fund incurred $230,033 in Advisory fees.

      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 six months ended September 30, 1998, the Fund incurred  $41,966 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, expenses incurred for distribution-related activity. During the
six months ended September 30, 1998, the Fund paid the Distributor $46,007.

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

12
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

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

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 six  months  ended
September 30, 1998, the Fund incurred $30,089 in Shareholder Servicing fees.

NOTE 6 - PURCHASES AND SALES OF SECURITIES

      For the six months ended September 30, 1998, the cost of purchases and the
proceeds  from  sales  of  securities,  excluding  short-term  securities,  were
$2,501,675 and $14,756,788, respectively.

NOTE 7 - INVESTMENTS IN AFFILIATES

      Affiliated  companies,  as defined in Section 2 (a) (3) of the  Investment
Company Act of 1940, are companies 5% or more of whose outstanding voting shares
are held by the Fund.  During the six months ended  September 30, 1998, the Fund
had the following transactions with affiliated companies:

                                                                              13
<PAGE>
                                   THE PERKINS
                                   OPPORTUNITY
                                      FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
                           Shares Held
- --------------------------------------------     Value                  Realized
March 31,    Shares    Shares  September 30,  September 30,  Dividend     Gain/
  1998     Purchased    Sold      1998           1998         Income     (Loss)
  ----     ---------    ----      ----           ----         ------     ------

Appliance Recycling Centers of America, Inc.:
   87,500      --           --    87,500      $   54,687        --    $      --

Big Buck Brewery & Steakhouse, Inc.:
  200,000      --           --   200,000         750,000        --           --

Delphi Information Systems, Inc.:
1,400,000      --    1,120,000   280,000         962,500        --           --

Everest Medical Corp.:
  550,000      --           --   550,000         825,000        --           --

Insignia Systems, Inc.:
  500,000      --           --   500,000         812,500        --           --

Insignia Systems, Inc. -- Warrants:
  250,000      --           --   500,000               --        --          --

Integrated Security Systems, Inc.:
  450,000      --           --   450,000         421,875        --           --

Lamaur Corp.:
   75,000      --       75,000        --               --       --     (217,107)

Micro Component Technology, Inc.:
  410,000      --           --   410,000         217,813        --           --

Minnesota Brewing Co.:
  300,000      --           --   300,000         562,500        --           --

OnHealth Network Company:
  584,375      --       84,375   500,000       1,937,500        --      374,222

Reality Interactive, Inc.:
  275,000      --           --   275,000          27,500        --           --

Reality Interactive, Inc. -- Warrants:
  275,000      --           --   275,000             275        --           --

SpectraSCIENCE, Inc.:
  200,000      --           --   200,000         987,500        --           --
                                              ---------------------------------
Totals                                        $7,559,650        --    $ 157,115
                                              =================================

14
<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.                         THE PERKINS
 4455 East Camelback Road, Suite 261E                    OPPORTUNITY
         Phoenix, AZ 85018                                  FUND
                 +
             CUSTODIAN
          Star Bank, N.A.
         425 Walnut Street
        Cincinnati, OH 45202                   A MUTUAL FUND SEEKING TO PROVIDE
                 +                               CAPITAL APPRECIATION THROUGH
TRANSFER AGENT AND SHAREHOLDER SERVICES             A CONTINUING SEARCH FOR
             PFPC, Inc.                             INVESTMENT OPPORTUNITIES
           P.O. Box 8813
     Wilmington, DE 19899-8813
           (800) 280-4779
                 +
              AUDITORS
        Tait, Weller & Baker
   8 Penn Center Plaza, Suite 800                      SEMI-ANNUAL REPORT
       Philadelphia, PA 19101                          TO SHAREHOLDERS FOR
                 +                                    THE SIX MONTHS ENDED
           LEGAL COUNSEL                               SEPTEMBER 30, 1998
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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