As filed with the Securities and Exchange Commission on July 26, 1999
Securities Act File No. 33-12213
Investment Company Act File No. 811-5037
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post Effective Amendment No. 78 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 79 [X]
(Check appropriate box or boxes)
PROFESSIONALLY MANAGED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
915 Broadway
New York, NY 10010
(Address of Principal Executive Offices, including Zip Code)
(212) 633-9700
(Registrant's Telephone Number, including Area Code)
Steven J. Paggioli
Professionally Managed Portfolios
915 Broadway
New York, NY 10010
(Name and Address of Agent for Service)
Copy to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104
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It is proposed that this filing will become effective (check appropriate box)
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On July 30, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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THE PERKINS DISCOVERY FUND
THE PERKINS OPPORTUNITY FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
The Perkins Discovery Fund and The Perkins Opportunity Fund are aggressive
growth stock mutual funds. Each Fund seeks capital appreciation.
The Perkins Discovery Fund invests principally in common stocks of
micro-cap companies.
The Perkins Opportunity Fund invests principally in common stocks of small
to medium-cap companies.
AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION DOES NOT
APPROVE OR DISAPPROVE OF THESE SHARES OR DETERMINE WHETHER THE INFORMATION IN
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS A CRIMINAL OFFENSE FOR ANYONE TO
INFORM YOU OTHERWISE.
The date of this Prospectus is July 30, 1999
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TABLE OF CONTENTS
An Overview of the Funds ................................................. 3
Performance .............................................................. 4
Fees and Expenses ........................................................ 5
Investment Objectives and Principal Investment Strategies ................ 6
Principal Risks of Investing in the Funds ................................ 8
Investment Advisor ....................................................... 8
Shareholder Information .................................................. 9
Pricing of Fund Shares ................................................... 15
Dividends and Distributions .............................................. 15
Tax Consequences ......................................................... 15
Rule 12b-1 Fees .......................................................... 15
Financial Highlights ..................................................... 16
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AN OVERVIEW OF THE FUNDS
THE FUNDS' INVESTMENT GOAL
Each Fund seeks long-term capital appreciation.
THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES
THE PERKINS DISCOVERY FUND. The primary emphasis of this Fund is investing in
common stock of domestic companies with a market capitalization at the time of
purchase of under $100 million.
DUE TO INVESTMENT CONSIDERATIONS, THE DISCOVERY FUND WILL CLOSE TO NEW INVESTORS
WHEN IT REACHES $50 MILLION IN TOTAL ASSETS. IF THE FUND CLOSES TO NEW
INVESTORS, THE TRUSTEES MAY DETERMINE TO REOPEN THE FUND AT SOME POINT BASED ON
MARKET CONDITIONS AND OTHER FACTORS.
THE PERKINS OPPORTUNITY FUND. Although this Fund may invest in domestic
companies of any size from small to large-cap, its primary emphasis is investing
in the common stocks of small to medium-cap companies.
Each Fund is an aggressive growth fund, with The Perkins Discovery Fund being
the more aggressive of the two.
In selecting investments, the Advisor seeks opportunities for growth by
investing in companies that it believes will appreciate in value. In its
selection process, the Advisor visits companies, reads a variety of reports and
publications and utilizes computer programs to assess an individual security's
attractiveness.
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
There is the risk that you could lose money on your investment in the Funds. The
following risks could affect the value of your investment:
* The stock market declines
* Interest rates go up which can result in a decline in the equity market
* Growth stocks fall out of favor with investors
* Stocks in the Fund's portfolio may not increase their earnings at the rate
anticipated
* Securities of smaller and new companies, particularly micro-cap companies,
involve greater risk than investing in larger more established companies
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WHO MAY WANT TO INVEST IN THE FUNDS
The Funds may be appropriate for investors who:
* Are pursuing a long-term goal such as retirement
* Want to add an aggressive investment with growth potential to their
investment portfolio
* Understand and can bear the risks of investing in small companies
* Are willing to accept higher short-term risk along with higher potential
for long-term growth of capital
The Fund may not be appropriate for investors who:
* Need regular income or stability of principal
* Are pursuing a short-term goal
PERFORMANCE
The following performance information indicates some of the risks of
investing in The Perkins Opportunity Fund. This past performance will not
necessarily continue in the future. The Perkins Discovery Fund commenced
operations on April 9, 1998 and does not have a full calendar year's
performance. Therefore, its performance cannot be reported in this section of
the Prospectus. The Funds' financial statements and other information are
included in the annual reports which are available upon request.
The bar chart shows how The Opportunity Fund's total return has varied from
year to year. The bar chart does not reflect sales charges that you may pay to
purchase Fund shares. If they were included, the returns would be less than
those shown.
The table shows The Opportunity Fund's average return over time compared
with broad-based market indices that include stocks of companies similar to
those considered for purchase by the Fund. Unlike the bar chart, the table
assumes that the maximum sales charge was paid.
CALENDAR YEAR TOTAL RETURNS (%)*
[The following is the bar chart]
1994: 14.85
1995: 70.35
1996: -7.33
1997: -17.08
1998: -16.01
[End of bar chart]
* The Fund's year-to-date return as of 6/30/99 was 18.68%.
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During the period shown in the bar chart, the Fund's highest quarterly return
was 26.89% for the quarter ended September 30, 1994 and the lowest quarterly
return was -29.67% for the quarter ended September 30, 1998.
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1998
Since Inception
1 Year 5 Years (2/18/93)
------ ------- ---------------
The Perkins Opportunity Fund -16.01% 4.77% 10.12%
S&P 500 Index* 28.72% 24.09% 22.17%
Russell 2000 Index** -2.55% 11.87% 12.89%
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* The S&P 500 Index is an unmanaged index generally representative of the
market for the stocks of large-sized U.S. companies.
** The Russell 2000 Index is composed of the 2,000 smallest stocks in the
Russell 3000 Index, and is widely regarded in the industry as the premier
measure of small cap stocks. The Russell 3000 Index is an index composed of
the 3,000 largest U.S. companies.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Funds.
Discovery Opportunity
Fund Fund
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SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price .................. 4.75% 4.75%
Maximum deferred sales charge (load)................... None None
ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)
Management Fees ....................................... 1.00% 1.00%
Distribution and Service (12b-1) Fees.................. 0.25% 0.25%
Other Expenses ........................................ 23.47% 1.04%
------ ----
Total Annual Fund Operating Expenses .................. 24.72% 2.29%
------ ----
Fee Reduction and/or Expense Reimbursement (22.22%) None
------
Net Expenses .......................................... 2.50% 2.29%
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* The Advisor has contractually agreed to reduce its fees and/or pay expenses
of The Discovery Fund for an indefinite period to ensure that the Fund's
Total Annual Fund Operating Expenses will not exceed the net expense amount
shown. The Advisor reserves the right to be reimbursed for any waiver of its
fees or expenses paid on behalf of the Fund if the Fund's expenses are less
than the limit agreed to by the Fund. The Trustees may terminate this expense
reimbursements arrangement at any time.
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EXAMPLE
This Example is intended to help you compare the costs of investing in the Funds
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in a Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. The Example was calculated using Net
Operating Expenses. Although your actual costs may be higher or lower, under the
assumptions, your costs would be:
Discovery Opportunity
Fund Fund
--------- -----------
One Year ............................................. $ 716 $ 696
Three Years .......................................... $1,217 $1,156
Five Years ........................................... $1,742 $1,642
Ten Years ............................................ $3,176 $2,977
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
The goal of each Fund is to seek capital appreciation.
The Advisor's approach to equity investments is to seek opportunities for
growth by investing in companies that it believes will appreciate in value. The
Advisor seeks to discover investment opportunities primarily by searching for
companies that it believes are in the process of undergoing some type of
fundamental change. Stocks are purchased when it is believed that change will
result in higher earnings and/or a higher price/earnings ratio and thus a higher
share price when that change is discovered by others. Companies undergoing
change may have new products, processes, strategies, management, or may be
subject to change by external forces. Although there is no regional or
geographical limit to the location of portfolio companies, many of the companies
in the Funds' portfolios are located in the Upper Midwest states.
In its investment selection process, the Advisor visits companies, reads a
variety of reports and publications and utilizes computer programs to derive
fundamental selection criteria. The Advisor also uses technical chart analysis
as an aid in selecting what the Advisor believes to be the best buy or sale
point for a particular security.
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Under normal market conditions, a substantial portion of The Discovery
Fund's assets will be invested in securities of companies with market
capitalizations of less than $100 million at the time of purchase. Although The
Opportunity Fund may invest in securities of companies of any size, under normal
conditions, a substantial portion of its assets will be invested in securities
of companies with market capitalizations of less than $100 billion. The Advisor
believes that such companies provide an opportunity for superior returns because
these companies:
* are not as well known to the investing public
* have less investor following
* have limited public information about them or their industry
* offer unique products, services or technologies
* serve special or expanded niches
The Advisor will typically sell a holding when the reasons that the holding
was purchased change. When a holding works as anticipated it may be sold when
the Advisor's price target is reached, when the holding becomes overvalued in
the Advisor's opinion, or when technical chart analysis indicates that a good
sale point has been reached. When a holding doesn't work out as anticipated the
reasons why the holding was purchased may have changed or the Advisor may have
been wrong about those reasons to begin with. In this situation the Advisor will
use fundamental and technical analysis to attempt to liquidate the position at
the best price possible.
Each Fund anticipates that its portfolio turnover rate will not exceed
100%. A high portfolio turnover rate (100% or more) has the potential to result
in the realization and distribution to shareholders of higher capital gains.
This may mean that you would be likely to have a higher tax liability. A high
portfolio turnover rate also leads to higher transaction costs, which could
negatively affect a Fund's performance.
Under normal market conditions, each Fund will stay fully invested in
stocks. However, a Fund may temporarily depart from its principal investment
strategies by making short-term investments in cash equivalents in response to
adverse market, economic or political conditions. This may result in a Fund not
achieving its investment objective.
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PRINCIPAL RISKS OF INVESTING IN THE FUNDS
The principal risks of investing in the Funds that may adversely affect a
Fund's net asset value or total return are summarized above in "Principal Risks
of Investing in the Funds." These risks are discussed in more detail below.
MARKET RISK. The risk that the market value of a security may move up and
down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole.
SMALLER COMPANIES RISK. Investments in smaller companies may be speculative
and volatile and involve greater risks than are customarily associated with
larger companies. Many small companies are more vulnerable than larger companies
to adverse business or economic developments. They may have limited product
lines, markets or financial resources. New and improved products or methods of
development may have a substantial impact on the earnings and revenues of such
companies. Any such positive or negative developments could have a corresponding
positive or negative impact on the value of their shares.
Small company shares, which usually trade on the over-the-counter market,
may have few market makers, wider spreads between their quoted bid and asked
prices and lower trading volumes. This may result in comparatively greater price
volatility and less liquidity than the securities of companies that have larger
market capitalizations and/or that are traded on the major stock exchanges or
than the market averages in general. In addition, the Funds and other client
accounts of the Advisor, together may hold a significant percentage of a
company's outstanding shares. When making larger sales, the Funds might have to
sell assets at discounts from quoted prices or may have to make a series of
small sales over an extended period of time.
For these reasons, each Fund's net asset value may be volatile.
YEAR 2000 RISK. The risk that a Fund could be adversely affected if the
computer systems used by the Advisor and other service providers do not properly
process and calculate information related to dates beginning January 1, 2000.
This is commonly known as the "Year 2000 Problem." This situation may negatively
affect the companies in which the Funds invest and by extension the value of the
Funds' shares. Although each Fund's service providers are taking steps to
address this issue, there may still be some risk of adverse effects.
INVESTMENT ADVISOR
Perkins Capital Management, Inc., founded in 1984, is the investment
advisor to the Fund. The Advisor's address is 730 East Lake Street, Wayzata, MN
55391-1769. The Advisor manages assets in excess of $200 million for individual
and institutional investors. The Advisor provides the Funds with advice on
buying and selling securities. The Advisor also furnishes the Funds with office
space and certain administrative services and provides most of the personnel
needed by the Funds. For its services, the Discovery Fund will pay the Advisor a
monthly management fee based upon its average daily net assets at the rate of
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1.00% annually. For the fiscal year ended March 31, 1999, the Opportunity Fund
paid the Advisor a monthly management fee based upon its average daily net
assets at the rate of 1.00% annually.
PORTFOLIO MANAGERS
Mr. Richard W. Perkins and Mr. Daniel S. Perkins are principally
responsible for the management of each Fund's portfolio. Each has been
associated with the Advisor since its inception.
FUND EXPENSES
Each Fund is responsible for its own operating expenses. The Advisor has
contractually agreed to reduce its fees and/or pay expenses of The Discovery
Fund to ensure that the Fund's aggregate annual operating expenses (excluding
interest and tax expenses) will not exceed 2.50% of the Fund's average daily net
assets. At times, the Advisor may reduce its fees and/or pay expenses of either
Fund in order to reduce the Fund's aggregate annual operating expenses. Any
reduction in advisory fees or payment of expenses made by the Advisor are
subject to reimbursement by the Fund if requested by the Advisor in subsequent
fiscal years. This reimbursement may be requested by the Advisor if the
aggregate amount actually paid by the Fund toward operating expenses for such
fiscal year (taking into account the reimbursement) does not exceed the
applicable limitation on Fund expenses. The Advisor is permitted to be
reimbursed for fee reductions and/or expense payments made in the prior three
fiscal years. (After startup, The Discovery Fund is permitted to look for longer
periods of four and five years.) Any such reimbursement will be reviewed by the
Trustees. Each Fund must pay its current ordinary operating expenses before the
Advisor is entitled to any reimbursement of fees and/or expenses.
SHAREHOLDER INFORMATION
HOW TO BUY SHARES
You may open a Fund account with $2,500 and add to your account at any time
with $100 or more. You may open a retirement plan account with $1,000 and add to
your account at any time with $100 or more. After your have opened your account,
you may make subsequent monthly investments with $100 or more through the
Automatic Investment Plan. The minimum investment requirements may be waived
from time to time by the Fund.
You may purchase shares of the Funds by check or wire. All purchases by
check must be in U.S. dollars. Third party checks and cash will not be accepted.
A charge may be imposed if your check does not clear. The Funds are not required
to issue share certificates. The Funds reserve the right to reject any purchase
in whole or in part.
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Shares of the Funds are sold at the public offering price. The public
offering price is the net asset value of a Fund share, plus a front-end sales
charge. The sales charge declines with the size your purchase, as shown below:
As a Percentage of As a Percentage of
Your Investment Offering Price Your Investment
- --------------- -------------- ---------------
Less than $50,000 4.75% 4.99%
$50,000 but less than $100,000 4.00% 4.17%
$100,000 but less than $250,000 3.00% 3.09%
$250,000 but less than $500,000 2.00% 2.04%
$500,000 but less than $1,000,000 1.00% 1.01%
$1,000,000 or more None None
You may qualify for a reduced sales charges on the purchase of Fund shares.
Contact the Funds at (800) 998-3190 for details.
PURCHASES AT NET ASSET VALUE
Shares of the Funds may be purchased at net asset value by officers,
Trustees, directors and full time employees of the Trust, the Advisor, the
Administrator, the Distributor and affiliates of such companies, by their family
members, by persons and their family members who are direct investment advisory
clients of the Advisor, registered representatives and employees of firms which
have sales agreements with the Distributor, investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades ro their own accounts if the accounts are
linked to the master or agent; and retirement and deferred compensation plans
and trusts used to fund those plans, including, but not limited to, those
defined in Section 401(a), 403(b) or 457 of the International Revenue Code and
"rabbi trusts" and by such other persons who are determined to have acquired
shares under circumstances not involving any sales expense to the Funds or the
Distributors.
Investors may purchase shares of the Funds at net asset value to the extent
that the investment represents the proceeds from the redemption, within the
previous 60 days, of shares (the purchase price of which included a sales
charge) of another mutual fund. When making a purchase at net asset value
pursuant to this provision, the investor should forward to the Transfer Agent
either (i) the redemption check representing the proceeds of the shares
redeemed, endorsed to the order of The Perkins Funds, or (ii) a copy of the
confirmation from the other fund, showing the redemption transaction.
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Investors who qualify to buy Fund shares at net asset value may be charged
a fee if they effect transactions in a Fund's shares through a broker or agent.
BY CHECK
If you are making an initial investment in a Fund, simply complete the
Application Form included with this Prospectus and mail it with a check (made
payable to "The Perkins Discovery Fund" or "The Perkins Opportunity Fund") to:
PFPC, Inc.
P.O. Box 8813
Wilmington, DE 19899-9752
If you wish to send your Application Form and check via an
overnight delivery service (such as FedEx), delivery cannot be made to a post
office box. In that case, you should use the following address:
The Perkins Funds
c/o PFPC, Inc.
400 Bellevue Parkway
Wilmington, DE 19890
If you are making a subsequent purchase, a stub is attached to the account
statement you will receive after each transaction. Detach the stub from the
statement and mail it together with a check made payable to "The Perkins
Discovery Fund" or "The Perkins Opportunity Fund" to the Transfer Agent in the
envelope provided with your statement or to the address noted above. Your
account number should be written on the check.
BY WIRE
If you are making an initial investment in a Fund, before you wire funds
you should call the Transfer Agent at (800) 280-4779 between 9:00 a.m. and 4:00
p.m., Eastern time, on a day when the New York Stock Exchange ("NYSE") is open
for trading to advise them that you are making an investment by wire. The
Transfer Agent will ask for your name, address, tax identification number, Fund
name, the dollar amount you are investing and the name of the wiring bank. You
will then receive your account number. You should then complete the Account
Application included with this Prospectus and mail it to the address at the top
of the Account Application. Your bank should transmit immediately available
funds by wire in your name to:
PNC Bank
Philadelphia, PA
ABA#031-0000-53
DDA#86-0179-1166
For credit to Perkins [Name of Fund]
For further credit to
[investor's name and account number]
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If you are making a subsequent purchase, your bank should wire funds as
indicated above. Before each wire purchase, you should be sure to call the
Transfer Agent at (800) 280-4779. IT IS ESSENTIAL THAT YOUR BANK INCLUDE THE
NAME OF THE FUND AND YOUR ACCOUNT NUMBER IN ALL WIRE INSTRUCTIONS. If you have
questions about how to invest by wire, you may call the Transfer Agent. Your
bank may charge you a fee for sending a wire to the Funds.
Dealers who have a sales agreement with the Distributor may place orders
for the purchase of Fund shares on behalf of clients at the offering price next
determined after receipt of the client's order by calling PFPC, Inc., the
Transfer Agent, at (800) 280-4779. Shares are also available for purchase by
financial intermediaries through brokers or dealers who have service or sales
agreements with the Funds or the Distributor. The Distributor or its affiliates,
at their expense, may provide additional compensation to dealers in connection
with the sale of Fund shares. If the order is placed by 4:00 p.m., Eastern time,
on any day that the NYSE is open for trading, and forwarded promptly to the
Transfer Agent or any other service agent, it will be confirmed at the
applicable offering price on that day. The dealer is responsible for placing
orders promptly with the Transfer Agent and for promptly forwarding payment. You
may be charged a fee if you effect transactions in Fund shares through a broker
or agent.
AUTOMATIC INVESTMENT PLAN
For your convenience, the Funds offer an Automatic Investment Plan. Under
this Plan, after your initial investment, you authorize a Fund to withdraw from
your personal checking account each month an amount that you wish to invest,
which must be at least $100. If you wish to enroll in this Plan, complete the
appropriate section in the Account Application. The Funds may terminate or
modify this privilege at any time. You may terminate your participation in the
Plan at any time by notifying the Transfer Agent in writing.
RETIREMENT PLANS
The Funds offers an Individual Retirement Account ("IRA") plan. You may
obtain information about opening an IRA account by calling (800) 282-2340. If
you wish to open a Keogh, Section 403(b) or other retirement plan, please
contact your securities dealer.
HOW TO EXCHANGE SHARES
You may exchange shares of one Fund for shares of the other Fund without
paying an additional sales charge on any day the Funds and NYSE are open for
business.
BY MAIL. You may exchange your shares by simply sending a written request
to the Funds' Transfer Agent. You should give the name of the Fund, your name
and account number and the number of shares or dollar amount to be exchanged.
The letter should be signed by all of the shareholders whose names appear in the
account registration.
BY TELEPHONE. If your account has telephone privileges, you may also
exchange shares by calling the Transfer Agent at (800) 280-4779 between the
hours of 9:00 a.m. and 4:00 p.m., Eastern Time, on a day when the NYSE is open
for normal trading. If you are exchanging shares by telephone, you will be
subject to certain identification procedures which are listed below under "How
to Sell Shares." The Funds reserve the right on notice to shareholders to limit
the number of exchanges you may make in any year to avoid excess Fund expenses.
The Funds may modify, restrict or terminate the exchange privilege at any time.
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HOW TO SELL SHARES
You may sell (redeem) your Fund shares on any day the Fund and the NYSE are
open for business either directly to the Funds or through your investment
representative.
You may redeem your shares by simply sending a written request to the
Transfer Agent. You should give the name of the Fund, your account number and
state whether you want all or some of your shares redeemed. The letter should be
signed by all of the shareholders whose names appear in the account
registration. You should send your redemption request to:
PFPC, Inc.
P.O. Box 8813
Wilmington, DE 19899-9752
To protect the Funds and their shareholders, a signature guarantee is
required for all written redemption requests over $5,000. Signature(s) on the
redemption request must be guaranteed by an "eligible guarantor institution."
These include banks, broker-dealers, credit unions and savings institutions. A
broker-dealer guaranteeing signatures must be a member of a clearing corporation
or maintain net capital of at least $100,000. Credit unions must be authorized
to issue signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program. A notary public is not an acceptable guarantor.
If you complete the Redemption by Telephone portion of the Account
Application, you may redeem all or some of your shares by calling the Transfer
Agent at (800) 280-4779 before the close of trading on the NYSE. This is
normally 4:00 p.m., Eastern time. Redemption proceeds will be mailed on the next
business day to the address that appears on the Transfer Agent's records. If you
request, redemption proceeds will be wired on the next business day to the bank
account you designated on the Account Application. The minimum amount that may
be wired is $1,000. Wire charges, if any, will be deducted from your redemption
proceeds. Telephone redemptions cannot be made if you notify the Transfer Agent
of a change of address within 30 days before the redemption request. If you have
a retirement account, you may not redeem shares by telephone.
When you establish telephone privileges, you are authorizing the Funds and
the Transfer Agent to act upon the telephone instructions of the person or
persons you have designated in your Account Application. Redemption proceeds
will be transferred to the bank account you have designated on your Account
Application.
Before executing an instruction received by telephone, the Funds and the
Transfer Agent will use reasonable procedures to confirm that the telephone
instructions are genuine. These procedures will include recording the telephone
call and asking the caller for a form of personal identification. If the Funds
and the Transfer Agent follow these reasonable procedures, they will not be
liable for any loss, expense, or cost arising out of any telephone redemption
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request that is reasonably believed to be genuine. This includes any fraudulent
or unauthorized request. The Funds may change, modify or terminate these
privileges at any time upon at least 60 days' notice to shareholders.
You may request telephone redemption privileges after your account is
opened by calling the Transfer Agent at (800) 280-4779 for instructions.
You may have difficulties in making a telephone exchange or redemption
during periods of abnormal market activity. If this occurs, you may make your
exchange or redemption request in writing.
Payment of your redemption proceeds will be made promptly, but not later
than seven days after the receipt of your written request in proper form. If you
made your initial investment by wire, payment of your redemption proceeds for
those shares will not be made until one business day after your completed
Account Application is received by a Fund. If you did not purchase your shares
with a certified check or wire, the Funds may delay payment of your redemption
proceeds for up to 15 days from date of purchase or until your check has
cleared, whichever occurs first.
Each Fund may redeem the shares in your account if the value of your
account is less than $1,500 as a result of redemptions you have made. This does
not apply to retirement plan or Uniform Gifts or Transfers to Minors Act
accounts. You will be notified that the value of your account is less than
$1,500 before the Fund makes an involuntary redemption. You will then have 30
days in which to make an additional investment to bring the value of your
account to at least $1,500 before the Fund takes any action.
Each Fund has the right to pay redemption proceeds to you in whole or in
part by a distribution of securities from the Fund's portfolio. It is not
expected that the Funds would do so except in unusual circumstances.
SYSTEMATIC WITHDRAWAL PROGRAM
As another convenience, you may redeem your Fund shares through the
Systematic Withdrawal Program. If you elect this method of redemption, the Fund
will send you a check in a minimum amount of $100. You may choose to receive a
check each month or calendar quarter. Your Fund account must have a value of at
least $10,000 in order to participate in this Program. This Program may be
terminated at any time by the Funds. You may also elect to terminate your
participation in this Program at any time by writing to the Transfer Agent.
A withdrawal under the Program involves a redemption of shares and may
result in a gain or loss for federal income tax purposes. In addition, if the
amount withdrawn exceeds the dividends credited to your account, the account
ultimately may be depleted.
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PRICING OF FUND SHARES
The price of each Fund's shares is based on its net asset value. This is
calculating by dividing each Fund's assets, minus its liabilities, by the number
of shares outstanding. Each Fund's assets are the market value of securities
held in its portfolio, plus any cash and other assets. Each Fund's liabilities
are fees and expenses owed by the Fund. The number of Fund shares outstanding is
the amount of shares which have been issued to shareholders. The price you will
pay to buy Fund shares or the amount you will receive when you sell your Fund
shares is based on the net asset value next calculated after your order is
received by the Transfer Agent with complete information and meeting all the
requirements discussed in this Prospectus.
The net asset value of each Fund's shares is determined as of the close of
regular trading on the NYSE. This is normally 4:00 p.m., Eastern time. Fund
shares will not be priced on days that the NYSE is closed for trading (including
certain U.S. holidays).
DIVIDENDS AND DISTRIBUTIONS
The Funds will make distributions of dividends and capital gains, if any,
at least annually, typically after year end. The Funds will make another
distribution of any additional undistributed capital gains earned during the
12-month period ended October 31 on or about December 31.
All distributions will be reinvested in shares of the distributing Fund
unless you choose one of the following options: (1) receive dividends in cash;
or (2) receive capital gains in cash. If you wish to change your distribution
option, write to the Transfer Agent in advance of the payment date for the
distribution.
TAX CONSEQUENCES
The Funds intend to make distributions of dividends and capital gains.
Dividends are taxable to you as ordinary income. The rate you pay on capital
gain distributions will depend on how long the Fund held the securities that
generated the gains, not on how long you owned your Fund shares. You will be
taxed in the same manner whether you receive your dividends and capital gain
distributions in cash or reinvest them in additional Fund shares.
If you exchange or sell your Fund shares, it is considered a taxable event
for you. Depending on the purchase price and the sale price of the shares you
exchange or sell, you may have a gain or a loss on the transaction. You are
responsible for any tax liabilities generated by your transaction.
RULE 12b-1 FEES
Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940. Under that Plan, the Fund is authorized to pay
the Distributor a fee for the sale and distribution of the Fund's shares. The
maximum amount of the fee authorized is 0.25% of each Fund's average daily net
assets annually. Each Fund is currently paying a distribution fee of 0.20% of
its average daily net asset annually. Because these fees are paid out of the
Funds' assets on an on-going basis, over time these fees will increase the cost
of your investment in Fund shares and may cost you more than paying other types
of sales charges.
15
<PAGE>
In addition, each Fund has entered into a Shareholder Servicing Agreement
with the Advisor, as Distribution Coordinator. Under the Agreement, the Fund is
authorized to pay the Distribution Coordinator a maximum fee in the amount of
0.25% of each Fund's average daily net asset annually. Payments to the Advisor
under the Agreement reimburse the Distribution Coordinator for payments it makes
to selected brokers, dealers and administrators who have entered into Service
Agreements for services provided to shareholders of the Funds.
FINANCIAL HIGHLIGHTS
This table shows each Fund's financial performance for up to the past five
years. "Total return" shows how much your investment in a Fund would have
increased or decreased during each period, assuming you had reinvested all
dividends and distributions. This information has been audited by Tait, Weller &
Baker, Independent Certified Public Accountants. Their report and the Funds'
financial statements are included in the Annual Reports, which are available
upon request.
16
<PAGE>
THE PERKINS DISCOVERY FUND
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
April 9, 1998*
through
March 31, 1999
--------------
Net asset value, beginning of period ........................... $15.00
Income from investment operations:
Net investment loss ....................................... (0.15)
Net realized and unrealized gain on investments ........... 2.50
------
Total from investment operations ............................... 2.35
------
Net asset value, end of period ................................. $17.35
======
Total return ................................................... 15.67%
Ratios/supplemental data:
Net assets, end of period (millions) ...................... $ 0.8
Ratio of expenses to average net assets:
Before expense reimbursement .............................. 24.67%+
After expense reimbursement ............................... 2.50%+
Ratio of net investment loss to average net assets:
Before expense reimbursement .............................. (23.41%)+
After expense reimbursement ............................... (1.24%)+
Portfolio turnover rate......................................... 137.32%
*Commencement of operations.
+Annualized.
17
<PAGE>
THE PERKINS OPPORTUNITY FUND
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH YEAR
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------------
1999 1998 1997 1996++ 1995++
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $14.24 $12.58 $18.78 $13.03 $10.37
------ ------ ------ ------ ------
Income from investment operations:
Net investment loss (0.24) (0.34) (0.24) (0.12) (0.13)
Net realized and unrealized gain
(loss) on investments (2.15) 2.00 (4.98) 6.66 3.79
------ ------ ------ ------ ------
Total from investment operations (2.39) 1.66 (5.22) 6.54 3.66
------ ------ ------ ------ ------
Less distributions:
From net capital gains 0.00 0.00 (0.98) (0.79) (1.00)
------ ------ ------ ------ ------
Net asset value, end of year $11.85 $14.24 $12.58 $18.78 $13.03
====== ====== ====== ====== ======
Total return ........................... (16.78)% 13.20% (28.94)% 51.29% 38.72%
Ratios/supplemental data:
Net assets, end of year (millions) ..... $ 31.8 $ 56.1 $ 75.3 $ 92.3 $ 12.5
Ratio of expenses to average net assets:
Before expense reimbursement ...... 2.24% 2.27% 1.90% 1.97% 3.08%
After expense reimbursement ....... 2.24% 2.27% 1.90% 1.97% 2.63%
Ratio of net investment loss to average
net assets:
Before expense reimbursement ...... (1.69)% (1.85)% (1.25)% (1.16)% (2.76)%
After expense reimbursement ....... (1.69)% (1.85)% (1.25)% (1.16)% (2.31)%
Portfolio turnover rate ................ 19.34% 53.37% 86.88% 92.45% 124.86%
</TABLE>
- ----------
++ 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.
18
<PAGE>
THE PERKINS DISCOVERY FUND
THE PERKINS OPPORTUNITY FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS (THE "TRUST")
For investors who want more information about the Funds, the following documents
are available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds' investments
is available in the Funds' annual and semi-annual reports to shareholders. In
the Funds' annual reports, you will find a discussion of market conditions and
investment strategies that significantly affected the Funds' performance during
their last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
Prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Funds by contacting the Funds at:
Perkins Capital Management, Inc
730 East Lake Street
Wayzata, MN 55391-1769
Telephone: 1-800-998-3190
You can review and copy information including the Funds' reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room by
calling 1-800-SEC-0330. You can get text-only copies:
* For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-6009, or
* For a fee, by calling 1-800-SEC-0330, or
* Free of charge from the Commission's Internet website at
http://www.sec.gov.
(The Trust's SEC Investment Company Act
file number is 811-5037)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
JULY 30, 1999
THE PERKINS DISCOVERY FUND
THE PERKINS OPPORTUNITY FUND,
SERIES OF
PROFESSIONALLY MANAGED PORTFOLIOS
730 EAST LAKE STREET
WAYZATA, MN 55391-1713
(800) 280-4779
(612) 473-8367
This Statement of Additional Information ("SAI") is not a prospectus and it
should be read in conjunction with the Prospectus dated July 30, 1999, as may be
revised, of The Perkins Discovery Fund ("Discovery Fund") and The Perkins
Opportunity Fund ("Opportunity Fund"). The Discovery Fund and The Opportunity
Fund are referred to herein collectively as "the Funds." Perkins Capital
Management, Inc. (the "Advisor") is the investment adviser to the Funds. Copies
of the Fund's Prospectus is available by calling either of the numbers above.
TABLE OF CONTENTS
The Trust ...............................................................B-2
Investment Objectives and Policies.......................................B-2
Investment Restrictions..................................................B-10
Distributions and Tax Information........................................B-13
Trustees and Executive Officers..........................................B-15
The Funds' Investment Advisor............................................B-17
The Funds' Administrator.................................................B-17
The Funds' Distributor...................................................B-18
Execution of Portfolio Transactions......................................B-19
Portfolio Turnover ......................................................B-21
Additional Purchase And Redemption Information...........................B-21
Determination of Share Price.............................................B-24
Performance Information..................................................B-25
General Information......................................................B-26
Financial Statements.....................................................B-27
Appendix ................................................................B-28
B-1
<PAGE>
THE TRUST
Professionally Managed Portfolios (the "Trust") is an open-end management
investment company organized as a Massachusetts business trust. The Trust
consists of various series which represent separate investment portfolios. This
SAI relates only to the Funds.
The Trust is registered with the SEC as a management investment company.
Such registration does not involve supervision by the SEC of the management or
policies of the Funds. The Prospectus of the Funds and this SAI omit certain of
the information contained in the Registration Statement filed with the SEC.
Copies of such information may be obtained from the SEC upon payment of the
prescribed fee, or may be accessed via the world wide web at http://www.sec.gov.
INVESTMENT OBJECTIVES AND POLICIES
Each Fund is a mutual fund with the investment objective of seeking capital
appreciation. Each Fund is diversified, which under applicable federal law means
that as to 75% of its total assets, no more than 5% may be invested in the
securities of a single issuer and that it may hold no more than 10% of the
voting securities of a single issuer. The following discussion supplements the
discussion of the Funds' investment objectives and policies as set forth in the
Prospectus. There can be no assurance the objective of either Fund will be
attained.
PREFERRED STOCK
A preferred stock is a blend of the characteristics of a bond and common
stock. It can offer the higher yield of a bond and has priority over common
stock in equity ownership, but does not have the seniority of a bond and, unlike
common stock, its participation in the issuer's growth may be limited. Preferred
stock has preference over common stock in the receipt of dividends and in any
residual assets after payment to creditors should the issuer by dissolved.
Although the dividend is set at a fixed annual rate, in some circumstances it
can be changed or omitted by the issuer.
CONVERTIBLE SECURITIES AND WARRANTS
The Funds may invest in convertible securities and warrants. A convertible
security is a fixed-income security (a debt instrument or a preferred stock)
which may be converted at a stated price within a specified period of time into
a certain quantity of the common stock of the same or a different issuer.
Convertible securities are senior to common stocks in an issuer's capital
structure, but are usually subordinated to similar non-convertible securities.
While providing a fixed income stream (generally higher in yield than the income
derivable from common stock but lower than that afforded by a similar
nonconvertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation attendant upon a market price advance in the convertible security's
underlying common stock.
A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
B-2
<PAGE>
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of a Fund's
entire investment therein).
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements. Under such agreements, the
seller of the security agrees to repurchase it at a mutually agreed upon time
and price. The repurchase price may be higher than the purchase price, the
difference being income to a Fund, or the purchase and repurchase prices may be
the same, with interest at a stated rate due to the Fund together with the
repurchase price on repurchase. In either case, the income to a Fund is
unrelated to the interest rate on the U.S. Government security itself. Such
repurchase agreements will be made only with banks with assets of $500 million
or more that are insured by the Federal Deposit Insurance Corporation or with
Government securities dealers recognized by the Federal Reserve Board and
registered as broker-dealers with the Securities and Exchange Commission ("SEC")
or exempt from such registration. Each Fund will generally enter into repurchase
agreements of short durations, from overnight to one week, although the
underlying securities generally have longer maturities. Each Fund may not enter
into a repurchase agreement with more than seven days to maturity if, as a
result, more than 15% of the value of its net assets would be invested in
illiquid securities including such repurchase agreements.
For purposes of the Investment Company Act of 1940 (the "1940 Act"), a
repurchase agreement is deemed to be a loan from a Fund to the seller of the
U.S. Government security subject to the repurchase agreement. It is not clear
whether a court would consider the U.S. Government security acquired by a Fund
subject to a repurchase agreement as being owned by the Fund or as being
collateral for a loan by the Fund to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the U.S. Government security before its repurchase under a repurchase
agreement, a Fund may encounter delays and incur costs before being able to sell
the security. Delays may involve loss of interest or a decline in price of the
U.S. Government security. If a court characterizes the transaction as a loan and
a Fund has not perfected a security interest in the U.S. Government security,
the Fund may be required to return the security to the seller's estate and be
treated as an unsecured creditor of the seller. As an unsecured creditor, a Fund
would be at the risk of losing some or all of the principal and income involved
in the transaction. As with any unsecured debt instrument purchased for a Fund,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the other party, in this case the seller of
the U.S. Government security.
Apart from the risk of bankruptcy or insolvency proceedings, there is also
the risk that the seller may fail to repurchase the security. However, a Fund
will always receive as collateral for any repurchase agreement to which it is a
party securities acceptable to it, the market value of which is equal to at
least 100% of the amount invested by the Fund plus accrued interest, and the
Fund will make payment against such securities only upon physical delivery or
B-3
<PAGE>
evidence of book entry transfer to the account of its Custodian. If the market
value of the U.S. Government security subject to the repurchase agreement
becomes less than the repurchase price (including interest), a Fund will direct
the seller of the U.S. Government security to deliver additional securities so
that the market value of all securities subject to the repurchase agreement will
equal or exceed the repurchase price. It is possible that a Fund will be
unsuccessful in seeking to impose on the seller a contractual obligation to
deliver additional securities.
ILLIQUID SECURITIES
Neither Fund may invest more than 15% of the value of its net assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or are otherwise illiquid. The Adviser will monitor the amount of
illiquid securities in each Fund's portfolio, under the supervision of the
Trust's Board of Trustees, to ensure compliance with the Fund's investment
restrictions.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a Fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemption requests
within seven days. A Fund might also have to register such restricted securities
in order to dispose of them, resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of securities.
In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. These securities might be adversely affected if qualified
institutional buyers were unwilling to purchase such securities. If such
securities are subject to purchase by institutional buyers in accordance with
Rule 144A promulgated by the SEC under the Securities Act, the Trust's Board of
Trustees may determine that such securities are not illiquid securities
notwithstanding their legal or contractual restrictions on resale. In all other
cases, however, securities subject to restrictions on resale will be deemed
illiquid.
WHEN-ISSUED SECURITIES
Each Fund is authorized to purchase securities on a "when-issued" basis.
The price of such securities, which may be expressed in yield terms, is fixed at
B-4
<PAGE>
the time the commitment to purchase is made, but delivery and payment for the
when-issued securities take place at a later date. Normally, the settlement date
occurs within one month of the purchase; during the period between purchase and
settlement, no payment is made by a Fund to the issuer and no interest accrues
to the Fund. To the extent that assets of a Fund are held in cash pending the
settlement of a purchase of securities, the Fund would earn no income; however,
it is each Fund's intention to be fully invested to the extent practicable and
subject to the policies stated above. While when-issued securities may be sold
prior to the settlement date, any purchase of such securities would be made with
the purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time a Fund makes the commitment to purchase a
security on a when-issued basis, it will record the transaction and reflect the
value of the security in determining its net asset value. The market value of
the when-issued securities may be more or less than the purchase price. Each
Fund does not believe that its net asset value or income will be adversely
affected by its purchase of securities on a when-issued basis. Each Fund will
segregate liquid assets with its Custodian equal in value to commitments for
when-issued securities. Such segregated assets either will mature or, if
necessary, be sold on or before the settlement date.
SECURITIES LENDING
Although each Fund's objective is capital appreciation, each Fund reserves
the right to lend its portfolio securities in order to generate additional
income. Securities may be loaned to broker-dealers, major banks or other
recognized domestic institutional borrowers of securities who are not affiliated
with the Advisor or Distributor and whose creditworthiness is acceptable to the
Advisor. The borrower must deliver to a Fund cash or cash equivalent collateral,
or provide to the Fund an irrevocable letter of credit equal in value to at
least 100% of the value of the loaned securities at all times during the loan,
marked to market daily. During the time the portfolio securities are on loan,
the borrower pays a Fund any interest paid on such securities. A Fund may invest
the cash collateral and earn additional income, or it may receive an agreed-upon
amount of interest income if the borrower has delivered equivalent collateral or
a letter of credit. A Fund may pay reasonable administrative and custodial fees
in connection with a loan and may pay a negotiated portion of the income earned
on the cash to the borrower or placing broker. Loans are subject to termination
at the option of a Fund or the borrower at any time. It is not anticipated that
more than 5% of the value of a Fund's portfolio securities will be subject to
lending.
SHORT SALES
Each Fund may seek to hedge investments or realize additional gains through
short sales. A Fund may make short sales, which are transactions in which the
Fund sells a security it does not own, in anticipation of a decline in the
market value of that security. To complete such a transaction, a Fund must
borrow the security to make delivery to the buyer. A Fund then is obligated to
replace the security borrowed by purchasing it at the market price at or prior
to the time of replacement. The price at such time may be more or less than the
price at which the security was sold by a Fund. Until the security is replaced,
a Fund is required to repay the lender any dividends or interest that accrue
during the period of the loan. To borrow the security, a Fund also may be
required to pay a premium, which would increase the cost of the security sold.
The net proceeds of the short sale will be retained by the broker, to the extent
B-5
<PAGE>
necessary to meet margin requirements, until the short position is closed out. A
Fund also will incur transaction costs in effecting short sales.
A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund replaces the borrowed security. A Fund will realize a gain if the security
declines in price between those dates. The amount of any gain will be decreased,
and the amount of any loss increased by the amount of the premium, dividends,
interest, or expenses s Fund may be required to pay in connection with a short
sale.
No securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of a Fund's net assets.
Whenever a Fund engages in short sales, its custodian will segregate liquid
assets equal to the difference between (a) the market value of the securities
sold short at the time they were sold short and (b) any assets required to be
deposited with the broker in connection with the short sale (not including the
proceeds from the short sale). The segregated assets are marked to market daily,
provided that at no time will the amount deposited in it plus the amount
deposited with the broker be less than the market value of the securities at the
time they were sold short.
LEVERAGE THROUGH BORROWING
Each Fund may borrow money for leveraging purposes. Leveraging creates an
opportunity for increased net income but, at the same time, creates special risk
considerations. For example, leveraging may exaggerate changes in the net asset
value of Fund shares and in the yield on a Fund's portfolio. Although the
principal of such borrowings will be fixed, a Fund's assets may change in value
during the time the borrowing is outstanding. Leveraging will create interest
expenses for a Fund which can exceed the income from the assets retained. To the
extent the income derived from securities purchased with borrowed funds exceeds
the interest a Fund will have to pay, the Fund's net income will be greater than
if leveraging were not used. Conversely, if the income from the assets retained
with borrowed funds is not sufficient to cover the cost of leveraging, the net
income of a Fund will be less than if leveraging were not used, and therefore
the amount available for distribution to stockholders as dividends will be
reduced.
FOREIGN INVESTMENTS
Each Fund may invest up to 10% of its total assets in U.S. dollar
denominated securities of foreign issuers, including American Depositary
Receipts. In addition, each Fund may also invest without limit in securities of
foreign issuers which are listed and traded on a domestic national securities
exchange.
DEPOSITARY RECEIPTS. The Funds may invest in securities of foreign issuers
in the form of American Depositary Receipts ("ADRs") or European Depositary
Receipts ("EDRs"). These securities may not necessarily be denominated in the
same currency as the securities for which they may be exchanged. ADRs are
typically issued by an American bank or trust company and evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which are sometimes
referred to as Continental Depository Receipts ("CDRs"), are receipts issued in
B-6
<PAGE>
in Europe, typically by foreign banks and trust companies, that evidence
ownership of either foreign or domestic securities. Generally, ADRs in
registered form are designed for use in U.S. securities markets.
RISKS OF FOREIGN SECURITIES. Foreign investments can involve significant
risks in addition to the risks inherent in U.S. investments. The value of
securities denominated in or indexed to foreign currencies, and of dividends and
interest from such securities, can change significantly when foreign currencies
strengthen or weaken relative to the U.S. dollar. Foreign securities markets
generally have less trading volume and less liquidity than U.S. markets, and
prices on some foreign markets can be highly volatile. Many foreign countries
lack uniform accounting and disclosure standards comparable to those applicable
to U.S. companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. The euro conversion,
that will take place over a several-year period, could have potential adverse
effects on a Fund's ability to value its portfolio holdings in foreign
securities, and could increase the costs associated with a Fund's operations. In
addition, the costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial costs, generally are higher than for U.S.
investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may invoke increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It also may be difficult to enforce legal rights
in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. There is no assurance that an Advisor will be able to
anticipate or counter these potential events and their impacts on a Fund's share
price.
OPTIONS ON SECURITIES
Although it has no present intention of doing so, each Fund reserves the
right to engage in certain purchases and sales of options on securities. A Fund
may write (i.e., sell) call options ("calls") on equity securities if the calls
are "covered" throughout the life of the option. A call is "covered" if a Fund
owns the optioned securities. When a Fund writes a call, it receives a premium
and gives the purchaser the right to buy the underlying security at any time
during the call period at a fixed exercise price regardless of market price
changes during the call period. If the call is exercised, a Fund will forgo any
gain from an increase in the market price of the underlying security over the
exercise price.
B-7
<PAGE>
Each Fund may purchase a call on securities to effect a "closing purchase
transaction" which is the purchase of a call covering the same underlying
security and having the same exercise price and expiration date as a call
previously written by a Fund on which it wishes to terminate its obligation. If
a Fund is unable to effect a closing purchase transaction, it will not be able
to sell the underlying security until the call previously written by the Fund
expires (or until the call is exercised and the Fund delivers the underlying
security).
Each Fund also may write and purchase put options ("puts"). When a Fund
writes a put, it receives a premium and gives the purchaser of the put the right
to sell the underlying security to the Fund at the exercise price at any time
during the option period. When a Fund purchases a put, it pays a premium in
return for the right to sell the underlying security at the exercise price at
any time during the option period. If any put is not exercised or sold, it will
become worthless on its expiration date. When a Fund writes a put, it will
maintain at all times during the option period, in a segregated account, liquid
assets equal in value to the exercise price of the put.
A Fund's option positions may be closed out only on an exchange which
provides a secondary market for options of the same series, but there can be no
assurance that a liquid secondary market will exist at a given time for any
particular option.
The Funds' custodian, or a securities depository acting for them, generally
acts as escrow agent as to the securities on which the Funds have written puts
or calls, or as to other securities acceptable for such escrow so that no margin
deposit is required of the Funds. Until the underlying securities are released
from escrow, they cannot be sold by the Funds.
In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation has the authority to
permit other, generally comparable securities to be delivered in fulfillment of
option exercise obligations. If the Options Clearing Corporation exercises its
discretionary authority to allow such other securities to be delivered, it may
also adjust the exercise prices of the affected options by setting different
prices at which otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the Options Clearing
Corporation may impose special exercise settlement procedures.
The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the options markets
close before the markets for the underlying securities, significant price and
rate movements may take place in the underlying markets that cannot be reflected
in the options markets. The purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions.
SHORT-TERM INVESTMENTS
Each Fund may invest in any of the following securities and instruments:
U. S. GOVERNMENT SECURITIES. U.S. Government securities in which a Fund may
invest include direct obligations issued by the U.S. Treasury, such as Treasury
bills, certificates of indebtedness, notes and bonds. U.S. Government agencies
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<PAGE>
and instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Federal National Mortgage
Association, Federal Home Loan Banks, Government National Mortgage Association,
International Bank for Reconstruction and Development and Student Loan Marketing
Association.
All Treasury securities are backed by the full faith and credit of the
United States. Obligations of U.S. Government agencies and instrumentalities may
or may not be supported by the full faith and credit of the United States. Some,
such as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal National Mortgage Association, are supported only by the credit
of the instrumentality and not by the Treasury. If the securities are not backed
by the full faith and credit of the United States, the owner of the securities
must look principally to the agency issuing the obligation for repayment and may
not be able to assert a claim against United States in the event that the agency
or instrumentality does not meet its commitment.
Among the U.S. Government securities that may be purchased by a Fund are
"mortgage-backed securities" of the Government National Mortgage Association
("Ginnie Mae"), the Federal Home Loan Mortgage Association ("Freddie Mac") and
the Federal National Mortgage Association ("Fannie Mae"). These mortgage-backed
securities include "pass-through" securities and "participation certificates,"
both of which represent pools of mortgages that are assembled, with interests
sold in the pool. Payments of principal (including prepayments) and interest by
individual mortgagors are "passed through" to the holders of interests in the
pool; thus each payment to holders may contain varying amounts of principal and
interest. Prepayments of the mortgages underlying these securities may result in
a Fund's inability to reinvest the principal at comparable yields.
Mortgage-backed securities also include "collateralized mortgage obligations,"
which are similar to conventional bonds in that they have fixed maturities and
interest rates and are secured by groups of individual mortgages. Timely payment
of principal and interest on Ginnie Mae pass-throughs is guaranteed by the full
faith and credit of the United States. Freddie Mac and Fannie Mae are both
instrumentalities of the U.S. Government, but their obligations are not backed
by the full faith and credit of the United States.
CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. Each Fund
may hold certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by a Fund will be
dollar-denominated obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital, surplus
and undivided profits in excess of $100 million (including assets of both
domestic and foreign branches), based on latest published reports, or less than
$100 million if the principal amount of such bank obligations are fully insured
by the U.S. Government.
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<PAGE>
In addition to buying certificates of deposit and bankers' acceptances,
each Fund also may make interest-bearing time or other interest-bearing deposits
in commercial or savings banks. Time deposits are non-negotiable deposits
maintained at a banking institution for a specified period of time at a
specified interest rate.
COMMERCIAL PAPER AND SHORT-TERM NOTES. Each Fund may invest a portion of
its assets in commercial paper and short-term notes. Commercial paper consists
of unsecured promissory notes issued by corporations. Commercial paper and
short-term notes will normally have maturities of less than nine months and
fixed rates of return, although such instruments may have maturities of up to
one year.
Commercial paper and short-term notes will consist of issues rated at the
time of purchase "A-2" or higher by Standard & Poor's Ratings Group, "Prime-1"
or "Prime-2" by Moody's Investors Service, Inc., or similarly rated by another
nationally recognized statistical rating organization or, if unrated, will be
determined by the Advisor to be of comparable quality. These rating symbols are
described in the Appendix.
INVESTMENT RESTRICTIONS
The following policies and investment restrictions have been adopted by the
Funds and (unless otherwise noted) are fundamental and cannot be changed without
the affirmative vote of a majority of that Fund's outstanding voting securities
as defined in the 1940 Act.
The Discovery Fund may not:
1. Make loans to others, except (a) through the purchase of debt securities
in accordance with its investment objectives and policies, (b) through the
lending of its portfolio securities as described above and in its Prospectus, or
(c) to the extent the entry into a repurchase agreement is deemed to be a loan.
2. (a) Borrow money, except as stated in the Prospectus and this SAI. Any
such borrowing will be made only if immediately thereafter there is an asset
coverage of at least 300% of all borrowings.
(b) Mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowings.
3. Purchase securities on margin, participate on a joint or joint and
several basis in any securities trading account, or underwrite securities. (Does
not preclude the Fund from obtaining such short-term credit as may be necessary
for the clearance of purchases and sales of its portfolio securities.)
4. Purchase or sell real estate, commodities or commodity contracts. (As a
matter of operating policy, the Board of Trustees may authorize the Fund to
engage in certain activities regarding futures contracts for bona fide hedging
purposes; any such authorization will be accompanied by appropriate notification
to shareholders.)
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<PAGE>
5. Invest 25% or more of the market value of its assets in the securities
of companies engaged in any one industry. (Does not apply to investment in the
securities of the U.S. Government, its agencies or instrumentalities.)
6. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into options,
futures or repurchase transactions.
The Fund observes the following policies, which are not deemed fundamental
and which may be changed without shareholder vote. The Fund may not:
7. Invest in any issuer for purposes of exercising control or management.
8. Invest in securities of other investment companies which would result in
the Fund owning more than 3% of the outstanding voting securities of any one
such investment company, the Fund owning securities of another investment
company having an aggregate value in excess of 5% of the value of the Fund's
total assets, or the Fund owning securities of investment companies which in the
aggregate would exceed 10% of the value of the Fund's total assets.
9. Invest, in the aggregate, more than 15% of its net assets in securities
with legal or contractual restrictions on resale, securities which are not
readily marketable and repurchase agreements with more than seven days to
maturity.
10. With respect to fundamental investment restriction 2(a) above, the Fund
will not purchase portfolio securities while outstanding borrowings exceed 5% of
its assets.
The Opportunity Fund may not:
1. Make loans to others, except (a) through the purchase of debt securities
in accordance with its investment objectives and policies, (b) through the
lending of its portfolio securities as described above and in its Prospectus, or
(c) to the extent the entry into a repurchase agreement is deemed to be a loan.
2. (a) Borrow money, except as stated in the Prospectus and this Statement
of Additional Information. Any such borrowing will be made only if immediately
thereafter there is an asset coverage of at least 300% of all borrowings.
(b) Mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowings.
3. Purchase securities on margin, participate on a joint or joint and
several basis in any securities trading account, or underwrite securities. (Does
not preclude the Fund from obtaining such short-term credit as may be necessary
for the clearance of purchases and sales of its portfolio securities.)
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<PAGE>
4. Buy or sell interests in oil, gas or mineral exploration or development
programs or related leases or real estate. (Does not preclude investments in
marketable securities of issuers engaged in such activities.)
5. Purchase or sell real estate, commodities or commodity contracts. (As a
matter of operating policy, the Board of Trustees may authorize the Fund to
engage in certain activities regarding futures contracts for bona fide hedging
purposes; any such authorization will be accompanied by appropriate notification
to shareholders.)
6. Invest 25% or more of the market value of its assets in the securities
of companies engaged in any one industry. (Does not apply to investment in the
securities of the U.S. Government, its agencies or instrumentalities.)
7. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into options,
futures or repurchase transactions.
8. Invest in any issuer for purposes of exercising control or management.
The Fund observes the following policies, which are not deemed fundamental
and which may be changed without shareholder vote. The Fund may not:
9. Invest in securities of other investment companies which would result in
the Fund owning more than 3% of the outstanding voting securities of any one
such investment company, the Fund owning securities of another investment
company having an aggregate value in excess of 5% of the value of the Fund's
total assets, or the Fund owning securities of investment companies which in the
aggregate would exceed 10% of the value of the Fund's total assets.
10. Invest, in the aggregate, more than 15% of its net assets in securities
with legal or contractual restrictions on resale, securities which are not
readily marketable and repurchase agreements with more than seven days to
maturity.
11. With respect to fundamental investment restriction 2(a) above, the Fund
will not purchase portfolio securities while outstanding borrowings exceed 5% of
its assets.
If a percentage restriction described in the Funds' Prospectuses or this
SAI is adhered to at the time of investment, a subsequent increase or decrease
in a percentage resulting from a change in the values of assets will not
constitute a violation of that restriction, except for the policy regarding
borrowing or the purchase of restricted or illiquid securities.
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<PAGE>
DISTRIBUTIONS AND TAX INFORMATION
DISTRIBUTIONS
Dividends from net investment income and distributions from net profits
from the sale of securities are generally made annually, as described in the
Prospectus. Also, the Funds expect to distribute any undistributed net
investment income on or about December 31 of each year. Any net capital gains
realized through the period ended October 31 of each year will also be
distributed by December 31 of each year.
Each distribution by a Fund is accompanied by a brief explanation of the
form and character of the distribution. In January of each year each Fund will
issue to each shareholder a statement of the federal income tax status of all
distributions.
TAX INFORMATION
Each series of the Trust is treated as a separate entity for federal income
tax purposes. Each Fund intends to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), provided it complies with all applicable
requirements regarding the source of its income, diversification of its assets
and timing of distributions. Each Fund's policy is to distribute to its
shareholders all of its investment company taxable income and any net realized
long-term capital gains for each fiscal year in a manner that complies with the
distribution requirements of the Code, so that the Fund will not be subject to
any federal income or excise taxes. To comply with the requirements, each Fund
must also distribute (or be deemed to have distributed) by December 31 of each
calendar year (i) at least 98% of its ordinary income for such year, (ii) at
least 98% of the excess of its realized capital gains over its realized capital
losses for the 12-month period ending on October 31 during such year and (iii)
any amounts from the prior calendar year that were not distributed and on which
the Fund paid no federal income tax.
Each Fund's ordinary income generally consists of interest, dividend income
and income from short sales, less expenses. Net realized capital gains for a
fiscal period are computed by taking into account any capital loss carry forward
of a Fund.
Distributions of net investment income and net short-term capital gains are
taxable to shareholders as ordinary income. In the case of corporate
shareholders, a portion of the distributions may qualify for the intercorporate
dividends-received deduction to the extent a Fund designates the amount
distributed as a qualifying dividend. The aggregate amount so designated cannot,
however, exceed the aggregate amount of qualifying dividends received by the
Fund for its taxable year. In view of each Fund's investment policy, it is
expected that dividends from domestic corporations will be part of the Fund's
gross income and that, accordingly, part of the distributions by the Fund may be
eligible for the dividends-received deduction for corporate shareholders.
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<PAGE>
However, the portion of each Fund's gross income attributable to qualifying
dividends is largely dependent on that Fund's investment activities for a
particular year and therefore cannot be predicted with any certainty. The
deduction may be reduced or eliminated if Fund shares held by a corporate
investor are treated as debt-financed or are held for less than 46 days during
the 90-day period that begins 45 days before the stock becomes ex-dividend with
respect to the dividend.
Any long-term or mid-term capital gain distributions are taxable to
shareholders as long-term or mid-term capital gains, respectively, regardless of
the length of time shares have been held. Capital gains distributions are not
eligible for the dividends-received deduction referred to in the previous
paragraph. Distributions of any net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date. Distributions
are generally taxable when received. However, distributions declared in October,
November or December to shareholders of record on a date in such a month and
paid the following January are taxable as if received on December 31.
Distributions are includable in alternative minimum taxable income in computing
a shareholder's liability for the alternative minimum tax.
A redemption or exchange of Fund shares may result in recognition of a
taxable gain or loss. In determining gain or loss from an exchange of Fund
shares for shares of another mutual fund, the sales charge incurred in
purchasing the shares that are surrendered will be excluded from their tax basis
to the extent that a sales charge that would otherwise be imposed in the
purchase of the shares received in the exchange is reduced. Any portion of a
sales charge excluded from the basis of the shares surrendered will be added to
the basis of the shares received. Any loss realized upon a redemption or
exchange may be disallowed under certain wash sale rules to the extent shares of
the same Fund are purchased (through reinvestment of distributions or otherwise)
within 30 days before or after the redemption or exchange.
Under the Code, each Fund will be required to report to the Internal
Revenue Service ("IRS") all distributions of taxable income and capital gains as
well as gross proceeds from the redemption or exchange of Fund shares, except in
the case of exempt shareholders, which includes most corporations. Pursuant to
the backup withholding provisions of the Internal Revenue Code, distributions of
any taxable income and capital gains and proceeds from the redemption of Fund
shares may be subject to withholding of federal income tax at the rate of 31
percent in the case of non-exempt shareholders who fail to furnish the Funds
with their taxpayer identification numbers and with required certifications
regarding their status under the federal income tax law. If the withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in additional shares, will be reduced by the amounts required
to be withheld. Corporate and other exempt shareholders should provide the Funds
with their taxpayer identification numbers or certify their exempt status in
order to avoid possible erroneous application of backup withholding. Each Fund
reserves the right to refuse to open an account for any person failing to
provide a certified taxpayer identification number.
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<PAGE>
Each Fund will not be subject to tax in the Commonwealth of Massachusetts
as long as it qualifies as a regulated investment company for federal income tax
purposes. Distributions and the transactions referred to in the preceding
paragraphs may be subject to state and local income taxes, and the tax treatment
thereof may differ from the federal income tax treatment. Moreover, the above
discussion is not intended to be a complete discussion of all applicable federal
tax consequences of an investment in a Fund. Shareholders are advised to consult
with their own tax advisers concerning the application of federal, state and
local taxes to an investment in a Fund.
The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of a Fund, including the possibility that such a shareholder may be
subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary income.
This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Funds has expressed no opinion
in respect thereof.
TRUSTEES AND EXECUTIVE OFFICERS
The Trustees of the Trust, who were elected for an indefinite term by the
initial shareholders of the Trust, are responsible for the overall management of
the Trust, including general supervision and review of the investment activities
of the Funds. The Trustees, in turn, elect the officers of the Trust, who are
responsible for administering the day-to-day operations of the Trust and its
separate series. The current Trustees and officers, their affiliations, dates of
birth and principal occupations for the past five years are set forth below.
Unless noted otherwise, each person has held the position listed for a minimum
of five years.
Steven J. Paggioli,* 04/03/50 President and Trustee
915 Broadway, New York, New York 10010. Executive Vice President, The Wadsworth
Group (consultants); Executive Vice President of Investment Company
Administration L.L.C. ("ICA") (mutual fund administrator and the Trust's
administrator),and Vice President of First Fund Distributors, Inc. ("FFD") (a
registered broker-dealer and the Fund's Distributor).
Dorothy A. Berry, 08/12/43 Chairman and Trustee
14 Five Roses East, Ancram, NY 12502. President, Talon Industries (venture
capital and business consulting); formerly Chief Operating Officer, Integrated
Asset Management (investment adviser and manager) and formerly President, Value
Line, Inc., (investment advisory and financial publishing firm).
Wallace L. Cook 09/10/39 Trustee
One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.
Carl A. Froebel 05/23 /38 Trustee
2 Crown Cove Lane, Savannah, GA 31411. Private Investor. Formerly Managing
Director, Premier Solutions, Ltd. (computer software); formerly President and
Founder, National Investor Data Services, Inc. (investment related computer
software).
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<PAGE>
Rowley W.P. Redington 06/01/44 Trustee
1191 Valley Road, Clifton, New Jersey 07103. President; Intertech (consumer
electronics and computer service and marketing); formerly Vice President, PRS of
New Jersey, Inc. (management consulting), and Chief Executive Officer, Rowley
Associates (consultants).
Robert M. Slotky* 6/17/47 Treasurer
2020 E. Financial Way, Suite 100, Glendora, California 91741. Senior Vice
President, ICA since May 1997; former instructor of accounting at California
State University-Northridge (1997); Chief Financial Officer, Wanger Asset
Management L.P. and Treasurer of Acorn Investment Trust (1992- 1996).
Robin Berger* 11/17/56 Secretary
915 Broadway, New York, New York 10010. Vice President, The Wadsworth Group.
Robert H. Wadsworth* 01/25/40 Vice President
4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group; President of ICA and FFD.
* Indicates an "interested person" of the Trust as defined in the 1940 Act.
Set forth below is the rate of compensation received by the following
Trustees from all other portfolios of the Trust. This total amount is allocated
among the portfolios. Disinterested Trustees receive an annual retainer of
$10,000 and a fee of $2,500 for each regularly scheduled meeting. These Trustees
also receive a fee of $1,000 for any special meeting attended. The Chairman of
the Board of Trustees receives an additional annual retainer of $5,000.
Disinterested trustees are also reimbursed for expenses in connection with each
Board meeting attended. No other compensation or retirement benefits were
received by any Trustee from the portfolios of the Trust.
Name of Trustee Total Annual Compensation
--------------- -------------------------
Dorothy A. Berry $25,000
Wallace L. Cook $20,000
Carl A. Froebel $20,000
Rowley W.P. Redington $20,000
During the fiscal year ended March 31, 1999, trustees' fees and expenses in
the amount of $4,707 were allocated to The Opportunity Fund. For the period
April 9, 1998 (commencement of operations) through March 31, 1999, trustees fees
and expenses in the amount of $3,426 were allocated to The Discovery Fund. As of
the date of this SAI, the Trustees and officers of the Trust as a group did not
own more than 1% of the outstanding shares of either Fund.
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<PAGE>
THE FUNDS' INVESTMENT ADVISOR
As stated in the Prospectus, investment advisory services are provided to
the Funds by Perkins Capital Management, Inc., the Advisor, pursuant to
Investment Advisory Agreements (the "Advisory Agreements") . The Advisor is
controlled by Richard Perkins, Sr. Richard Perkins, Jr. and Daniel Perkins.
Each Advisory Agreement continues in effect for successive annual periods
so long as such continuation is approved at least annually by the vote of (1)
the Board of Trustees of the Trust (or a majority of the outstanding shares of
the Fund to which the Advisory Agreement applies), and (2) a majority of the
Trustees who are not interested persons of any party to the Advisory Agreement,
in each case cast in person at a meeting called for the purpose of voting on
such approval. Any such Advisory Agreement may be terminated at any time,
without penalty, by either party to the Advisory Agreement upon sixty days'
written notice and is automatically terminated in the event of its "assignment,"
as defined in the 1940 Act.
The use of the name "Perkins" by the Funds is pursuant to a license granted
by the Advisor, and in the event the Advisory Agreements with the Funds are
terminated, the Advisor has reserved the right to require the Funds to remove
any references to the name "Perkins."
For the fiscal years ended March 31, 1999, 1998 and 1997, the Advisor
received fees of $387,486, $726,828 and $1,152,114, respectively, from The
Opportunity Fund.
For the period April 9, 1998 through March 31, 1999, The Discovery Fund
accrued $5,616 in advisory fees, all of which was waived by the Advisor. For the
same period, the Advisor voluntarily reimbursed the Discovery Fund an additional
$119,373 in expenses.
THE FUNDS' ADMINISTRATOR
The Funds have Administration Agreements with Investment Company
Administration LLC (the "Administrator"), a corporation owned and controlled by
Messrs. Banhazl, Paggioli and Wadsworth with offices at 4455 E. Camelback Rd.,
Ste. 261-E, Phoenix, AZ 85018. The Administration Agreements provide that the
Administrator will prepare and coordinate reports and other materials supplied
to the Trustees; prepare and/or supervise the preparation and filing of all
securities filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder reports
and other regulatory reports or filings required of the Funds; prepare all
required filings necessary to maintain the Funds' qualification and/or
registration to sell shares in all states where the Funds currently do, or
intend to do business; coordinate the preparation, printing and mailing of all
materials (e.g., Annual Reports) required to be sent to shareholders; coordinate
the preparation and payment of Fund related expenses; monitor and oversee the
activities of the Funds' servicing agents (i.e., transfer agent, custodian, fund
accountants, etc.); review and adjust as necessary the Funds' daily expense
accruals; and perform such additional services as may be agreed upon by the
Funds and the Administrator. For its services, the Administrator receives a
monthly fee from each Fund at the following annual rate:
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Average Net Assets Fee or Fee Rate
------------------ ---------------
Under $12 million $30,000
$12 to $50 million 0.25% of average net assets
$50 to $100 million 0.20% of average net assets
$100 million to $200 million 0.15% of average net assets
Over $200 million 0.10% of average net assets
For the fiscal years ending March 31, 1999, 1998 and 1997, the
Administrator received fees of $66,370, $140,366 and $246,706, respectively,
from The Opportunity Fund.
For the period April 9, 1998 through March 31, 1999, the Administrator
received fees of $29,260 from The Discovery Fund.
THE FUNDS' DISTRIBUTOR
First Fund Distributors, Inc. (the "Distributor"), a corporation owned by
Messrs. Banhazl, Paggioli and Wadsworth, acts as the Funds' principal
underwriter in a continuous public offering of the Funds' shares. The
Distribution Agreements between the Funds and the Distributor continue in effect
for periods not exceeding one year if approved at least annually by (i) the
Board of Trustees or the vote of a majority of the outstanding shares of the
Fund to which the Agreement applies (as defined in the 1940 Act) and (ii) a
majority of the Trustees who are not interested persons of any such party, in
each case cast in person at a meeting called for the purpose of voting on such
approval. Each Distribution Agreement may be terminated without penalty by the
parties thereto upon sixty days' written notice, and is automatically terminated
in the event of its assignment as defined in the 1940 Act.
For the fiscal years ended March 31, 1999, 1998 and 1997, the aggregate
sales commissions received by the Distributor with respect to The Opportunity
Fund were $1,590, $110 and 107, respectively.
For the period April 9, 1998 through March 31, 1999, the aggregate sales
commissions received by the Distributor with respect to The Discovery Fund were
$2,481.
Each Fund has adopted a Distribution Plan in accordance with Rule 12b-1
under the 1940 Act. Each Plan provides that a Fund will pay a fee to the
Distributor at an annual rate of up to 0.25% of its average daily net assets
(currently 0.20%). The fee is paid to the Distributor as reimbursement for, or
in anticipation of, expenses incurred for distribution related activity.
For the fiscal year ended March 31, 1999, The Opportunity Fund paid fees of
$77,497 under its Plan, of which $9,664 was paid out as selling compensation to
dealers, $12,369 was for reimbursement of printing, postage and office expenses,
$40,391 was for compensation to the Distributor and $15,073 was for
reimbursement of advertising and marketing materials expenses.
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<PAGE>
For the period April 9, 1998 through March 31, 1999, The Discovery Fund
paid fees of $1,407 under its Plan, of which $39 was paid out as selling
compensation to dealers, $650 was for reimbursement of printing, postage and
office expenses, $267 was for compensation to sales personnel and $451 was for
reimbursement of advertising and marketing materials expenses.
Each Fund also has a Shareholder Service Plan pursuant to which payments or
reimbursements of payments may be made to selected brokers, dealers or
administrators which have entered into agreements for services provided to
shareholders of the Funds.
For the fiscal year ended March 31, 1999, fees of $55,740 were paid
pursuant to The Opportunity Fund's Shareholder Service Plan.
For the period April 9, 1998 through March 31, 1999, fees of $1,126 were
paid pursuant to The Discovery Fund's Shareholder Service Plan.
EXECUTION OF PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreements, the Advisor determines which
securities are to be purchased and sold by the Funds and selects the
broker-dealers to execute the Funds' portfolio transactions. Purchases and sales
of securities in the over-the-counter market will generally be executed directly
with a "market-maker" unless, in the opinion of the Advisor, a better price and
execution can otherwise be obtained by using a broker for the transaction.
Purchases of portfolio securities for the Funds also may be made directly
from issuers or from underwriters. Where possible, purchase and sale
transactions will be effected through dealers (including banks) which specialize
in the types of securities which the Funds will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principal for their own accounts. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below.
In placing portfolio transactions, the Advisor will use reasonable efforts
to choose broker-dealers capable of providing the services necessary to obtain
the most favorable price and execution available. The full range and quality of
services available will be considered in making these determinations, such as
the size of the order, the difficulty of execution, the operational facilities
of the firm involved, the firm's risk in positioning a block of securities, and
other factors. In those instances where it is reasonably determined that more
than one broker-dealer can offer the services needed to obtain the most
favorable price and execution available, consideration may be given to those
broker-dealers that furnish or supply trading services, research products and
statistical information to the Advisor that the Advisor may lawfully and
appropriately use in its investment advisory capacities, as well as provide
other services in addition to execution services. The Advisor considers such
services, products and information, which are in addition to and not in lieu of
the services required to be performed by it under its Agreements with the Funds,
to be useful in varying degrees, but not necessarily capable of definite
valuation.
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<PAGE>
The Advisor may select a broker-dealer that furnishes such services,
products and information even if the specific services are not directly useful
to the Funds and may be useful to the Advisor in advising other clients. In
negotiating commissions with a broker or evaluating the spread to be paid to a
dealer, the Funds may therefore pay a higher commission or spread than would be
the case if no weight were given to the furnishing of these supplemental
services, provided that the amount of such commission or spread has been
determined in good faith by the Advisor to be reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer.
The standard of reasonableness is to be measured in light of the Advisor's
overall responsibilities to the Funds. Products, services and informational
items may be provided directly to the Advisor by the broker or may be provided
by third parties but paid for directly or indirectly by the broker.
In some cases, brokers will pay for all of or a portion of products that
can be or are used for both trading and research and administrative (i.e.,
non-trading/non-research) purposes. Typical of these types of products and
services are computer hardware systems, computer software, employee education,
communication equipment, special communication lines, news services and other
products and services which provide appropriate assistance to the Advisor in the
performance of its investment decision-making, but could also be used for
administrative purposes. In these cases, the Advisor allocates the research
portion payable by the broker based on usage. For instance, the Advisor believes
that its computer systems and software serve an important research and account
management function; however, its computer system is also used for
administrative purposes. On an ongoing basis, the Advisor allocates the
administrative portion of the expenses to be paid directly to the Advisor and
the research portion to be paid by brokers who execute security transaction for
the Advisor. Since this allocation of cost between research and non-research
functions is determined solely by the Advisor, a conflict of interest may exist
in its calculation.
Investment decisions for the Funds are made independently from those of
other client accounts or mutual funds managed or advised by the Advisor.
Nevertheless, it is possible that at times identical securities will be
acceptable for both a Fund and one or more of such client accounts or mutual
funds. In such event, the position of a Fund and such client account(s) or
mutual funds in the same issuer may vary and the length of time that each may
choose to hold its investment in the same issuer may likewise vary. However, to
the extent any of these client accounts or mutual funds seeks to acquire the
same security as a Fund at the same time, a Fund may not be able to acquire as
large a portion of such security as it desires, or it may have to pay a higher
price or obtain a lower yield for such security. Similarly, a Fund may not be
able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time. If one or more of such client
accounts or mutual funds simultaneously purchases or sells the same security
that a Fund is purchasing or selling, each day's transactions in such security
will be allocated between that Fund and all such client accounts or mutual funds
in a manner deemed equitable by the Advisor, taking into account the respective
sizes of the accounts and the amount being purchased or sold. It is recognized
that in some cases this system could have a detrimental effect on the price or
value of the security insofar as a Fund is concerned. In other cases, however,
it is believed that the ability of a Fund to participate in volume transactions
may produce better executions for that Fund.
B-20
<PAGE>
The Funds do not effect securities transactions through brokers solely for
selling shares of the Funds, although the Funds may consider the sale of shares
as a factor in allocating brokerage. However, broker-dealers who execute
brokerage transactions may effect purchase of shares of the Funds for their
customers. The Funds do not use the Distributor to execute their portfolio
transactions.
For the fiscal year ended March 31, 1999, The Opportunity Fund paid $91,974
in brokerage commissions, of which $73,196 was paid to firms for research,
statistical or other services provided to the Advisor. For the fiscal year ended
March 31, 1998, The Opportunity Fund paid $233,821 in brokerage commissions, of
which $131,471 was paid to firms for research, statistical or other services
provided to the Advisor. For the fiscal year ended March 31, 1997, The
Opportunity Fund paid $333,259 in brokerage commissions.
For the period April 9, 1998 through March 31, 1999, The Discovery Fund
paid $8,489 in brokerage commissions, of which $6.277 was paid to firms for
research, statistical or other services provided to the Advisor.
PORTFOLIO TURNOVER
Although the Funds generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Fund's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." Opportunity Fund's portfolio turnover rate for the fiscal years
ended March 31, 1999 and 1998 was 19.34% and 53.37%, respectively. Discovery
Fund's portfolio turnover rate for the period April 9, 1998 through March 31,
1999 was 137.32%.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The information provided below supplements the information contained in the
Funds' Prospectus regarding the purchase and redemption of Fund shares.
HOW TO BUY SHARES
You may purchase shares of a Fund from selected securities brokers, dealers
or financial intermediaries. Investors should contact these agents directly for
appropriate instructions, as well as information pertaining to accounts and any
service or transaction fees that may be charged by those agents. Purchase orders
through securities brokers, dealers and other financial intermediaries are
effected at the next-determined public offering price after receipt of the order
by such agent before the Portfolio's daily cutoff time. Orders received after
that time will be purchased at the next-determined public offering price.
B-21
<PAGE>
REDUCED SALES CHARGES
The reduced sales charges, as noted in the Prospectus, apply to quantity
purchases made at one time by a "person," which means (i) an individual, (ii)
members of a family (i.e., an individual, spouse and children under age 21), or
(iii) a trustee or fiduciary of a single trust estate or a single fiduciary
account. In addition, purchases of shares made during a thirteen-month period
pursuant to a written Letter of Intent are eligible for a reduced sales charge.
Reduced sales charges are also applicable to subsequent purchases by a "person,"
based on the aggregate of the amount being purchased and the value, at offering
price, of shares owned at the time of investment. Automatic Investment Plan
As discussed in the Prospectus, the Funds provide an Automatic Investment
Plan for the convenience of investors who wish to purchase shares of the Funds
on a regular basis. All record keeping and custodial costs of the Automatic
Investment Plan are paid by the Funds. The market value of the Funds' shares is
subject to fluctuation, so before undertaking any plan for systematic
investment, the investor should keep in mind that this plan does not assure a
profit nor protect against depreciation in declining markets.
The public offering price of Portfolio shares is the net asset value, plus
the applicable sales charge. Each Fund receives the net asset value. Shares are
purchased at the public offering price next determined after the Transfer Agent
receives your order in proper form as discussed in the Funds' Prospectus. In
most cases, in order to receive that day's public offering price, the Transfer
Agent must receive your order in proper form before the close of regular trading
on the New York Stock Exchange ("NYSE"), normally 4:00 p.m., Eastern time. If
you buy shares through your investment representative, the representative must
receive your order before the close of regular trading on the NYSE and forwarded
promptly to the Transfer Agent to receive that day's public offering price.
DEALER COMMISSIONS
The Distributor pays a portion of the sales charges imposed on purchases of
Fund shares to retail dealers, as follows:
Dealer Commission
as a % of
Your investment offering price
--------------- --------------
Less than $50,000 4.50%
$50,000 but less than $100,000 3.75
$100,000 but less than $250,000 2.80
$250,000 but less than $500,000 1.85
$500,000 but less than $1,000,000 0.90
$1,000,000 or more None
B-22
<PAGE>
The NYSE annually announces the days on which it will not be open for
trading. The most recent announcement indicates that it will not be open on the
following days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. However, the NYSE may close on days not included in that
announcement.
The Trust reserves the right in its sole discretion (i) to suspend the
continued offering of the Funds' shares, (ii) to reject purchase orders in whole
or in part when in the judgment of the Advisor or Distributor such rejection is
in the best interest of a Fund, and (iii) to reduce or waive the minimum for
initial and subsequent investments for certain fiduciary accounts or under
circumstances where certain economies can be achieved in sales of a Fund's
shares.
HOW TO SELL SHARES
You can sell your Fund shares any day the NYSE is open for regular trading,
either directly to a Fund or through your investment representative.
SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE
Your investment representative must receive your request before the close
of regular trading on the NYSE to receive that day's net asset value. Your
investment representative will be responsible for furnishing all necessary
documentation to the Transfer Agent, and may charge you for its services.
DELIVERY OF REDEMPTION PROCEEDS
Payments to shareholders for shares of a Fund redeemed directly from the
Fund will be made as promptly as possible but no later than seven days after
receipt by the Fund's Transfer Agent of the written request in proper form, with
the appropriate documentation as stated in the Prospectus, except that a Fund
may suspend the right of redemption or postpone the date of payment during any
period when (a) trading on the NYSE is restricted as determined by the SEC or
the NYSE is closed for other than weekends and holidays; (b) an emergency exists
as determined by the SEC making disposal of portfolio securities or valuation of
net assets of a Fund not reasonably practicable; or (c) for such other period as
the SEC may permit for the protection of Fund shareholders. Under unusual
circumstances, a Fund may suspend redemptions, or postpone payment for more than
seven days, but only as authorized by SEC rules.
At various times, a Fund may be requested to redeem shares for which it has
not yet received confirmation of good payment; in this circumstance, the Fund
may delay the redemption until payment for the purchase of such shares has been
collected and confirmed to the Fund.
The value of shares on redemption or repurchase may be more or less than
the investor's cost, depending upon the market value of the Fund's portfolio
securities at the time of redemption or repurchase.
B-23
<PAGE>
TELEPHONE REDEMPTIONS
Shareholders must have selected telephone transaction privileges on the
Account Application when opening a Fund account. Upon receipt of any
instructions or inquiries by telephone from a shareholder or, if held in a joint
account, from either party, or from any person claiming to be the shareholder,
the Funds or their agent is authorized, without notifying the shareholder or
joint account parties, to carry out the instructions or to respond to the
inquiries, consistent with the service options chosen by the shareholder or
joint shareholders in his or their latest Account Application or other written
request for services, including purchasing, exchanging or redeeming shares of a
Fund and depositing and withdrawing monies from the bank account specified in
the Bank Account Registration section of the shareholder's latest Account
Application or as otherwise properly specified to a Fund in writing.
The Transfer Agent will employ these and other reasonable procedures to
confirm that instructions communicated by telephone are genuine; if it fails to
employ reasonable procedures, the Funds may be liable for any losses due to
unauthorized or fraudulent instructions. An investor agrees, however, that if
such procedures are used, neither the Funds nor their agents will be liable for
any loss, liability, cost or expense arising out of any redemption request,
including any fraudulent or unauthorized request.
During periods of unusual market changes and shareholder activity, you may
experience delays in contacting the Transfer Agent by telephone. In this event,
you may wish to submit a written redemption request, as described in the
Prospectus, or contact your investment representative. The Telephone Redemption
Privilege is not available if you were issued certificates for shares that
remain outstanding. The Telephone Redemption Privilege may be modified or
terminated without notice.
REDEMPTIONS-IN-KIND
The Trust has filed an election under SEC Rule 18f-1 committing to pay in
cash all redemptions by a shareholder of record up to amounts specified by the
rule (in excess of the lesser of (i) $250,000 or (ii) 1% of a Fund's assets).
Each Fund has reserved the right to pay the redemption price of its shares in
excess of the amounts specified by the rule, either totally or partially, by a
distribution in kind of portfolio securities (instead of cash). The securities
so distributed would be valued at the same amount as that assigned to them in
calculating the net asset value for the shares being sold. If a shareholder
receives a distribution in kind, the shareholder could incur brokerage or other
charges in converting the securities to cash.
DETERMINATION OF SHARE PRICE
As noted in the Prospectus, the net asset value and offering price of
shares of the Funds will be determined once daily as of the close of public
trading on the NYSE (normally 4:00 p.m. Eastern time) on each day that the NYSE
is open for trading. It is expected that the NYSE will be closed on Saturdays
and Sundays and on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Funds do not expect to determine the net asset value of their
shares on any day when the NYSE is not open for trading even if there is
B-24
<PAGE>
sufficient trading in their portfolio securities on such days to materially
affect the net asset value per share. However, the net asset value of Fund
shares may be determined on days the NYSE is closed or at times other than 4:00
p.m. if the NYSE closes at a different time or the Board of Trustees decides it
is necessary.
In valuing each Fund's assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or on
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.
Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board of Trustees of the
Trust shall determine in good faith to reflect the security's fair value. All
other assets of each Fund are valued in such manner as the Board of Trustees in
good faith deems appropriate to reflect their fair value.
The net asset value per share of each Fund is calculated as follows: all
liabilities incurred or accrued are deducted from the valuation of total assets
which includes accrued but undistributed income; the resulting net assets are
divided by the number of shares of that Fund outstanding at the time of the
valuation and the result (adjusted to the nearest cent) is the net asset value
per share.
PERFORMANCE INFORMATION
From time to time, the Funds may state its total return in advertisements
and investor communications. Total return may be stated for any relevant period
as specified in the advertisement or communication. Any statements of total
return will be accompanied by information on the Funds' average annual
compounded rate of return over the most recent four calendar quarters and the
period from the Fund's inception of operations. The Funds may also advertise
aggregate and average total return information over different periods of time.
Each Fund's total return may be compared to relevant indices, including
Standard & Poor's 500 Composite Stock Index and indices published by Lipper
Analytical Services, Inc. From time to time, evaluations of a Fund's performance
by independent sources may also be used in advertisements and in information
furnished to present or prospective investors in the Funds.
Investors should note that the investment results of the Funds will
fluctuate over time, and any presentation of a Fund's total return for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.
Each Fund's average annual compounded rate of return is determined by
reference to a hypothetical $1,000 investment that includes capital appreciation
and depreciation for the stated period, according to the following formula:
n
P(1+T) = ERV
Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted
T = average annual total return n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at the
end of the period
B-25
<PAGE>
Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period and gives effect to the maximum applicable sales charge.
The average annual total return for The Opportunity Fund for the period
ended March 31 are as follows:
One Year -20.74%
Five Years 5.98%
From Inception 10.83%
(February 18, 1993)
The annual total return for the Discovery Fund from inception (April 9,
1998) to March 31, 1999 is 10.16%.
All return figures noted above include the maximum sales charge of 4.75%.
GENERAL INFORMATION
Investors in the Funds will be informed of each Fund's progress through
periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.
Firstar Institutional Custody Services, located at 425 Walnut St.,
Cincinnati, Ohio 45201 acts as Custodian of the securities and other assets of
the Funds. PFPC, Inc., P.O. Box 8813, Wilmington, DE 19899-8813 acts as the
Funds' transfer and shareholder service agent. The Custodian and Transfer Agent
do not participate in decisions relating to the purchase and sale of securities
by the Funds.
Tait, Weller & Baker, 8 Penn Center Plaza, Philadelphia, PA 19103, are the
independent auditors for the Funds.
Paul, Hastings, Janofsky & Walker LLP, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Funds.
On June 30, 1999, the following persons owned of record more that 5% of The
Discovery Fund's outstanding voting securities:
Donaldson, Lufkin & Jenrette Securities Corp Mutual Fund Dept.
PO Box 2052
New Jersey, NJ 07303 - 17.70%
Charles E. Johnson Trustee
for Charles E. Johnson Revocable Trust
904 Larson Drive
Zumbrota MN 55992 - 5.26%
USB Piper Jaffray
as Customer FBA Gary M Petrucci
222 So. 9th Street
Minneapolis, MN 55402 - 8.03%
B-26
<PAGE>
On June 30, 1999, Charles Schwab & Co., Inc., 101 Montgomery Street, San
Francisco, CA 94104 owned of record for the exclusive benefit of customers,
6.62% of The Opportunity Fund's outstanding voting securities.
The Trust was organized as a Massachusetts business trust on February 17,
1987. The Agreement and Declaration of Trust permits the Board of Trustees to
issue an limited number of full and fractional shares of beneficial interest,
without par value, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series.
Shares issued by the Funds have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends and
distributions as declared by the Funds and to the net assets of the Funds upon
liquidation or dissolution. Each Fund, as a separate series of the Trust, votes
separately on matters affecting only the Fund (e.g., approval of the Advisory
Agreement); all series of the Trust vote as a single class on matters affecting
all series jointly or the Trust as a whole (e.g., election or removal of
Trustees). Voting rights are not cumulative, so that the holders of more than
50% of the shares voting in any election of Trustees can, if they so choose,
elect all of the Trustees. While the Trust is not required and does not intend
to hold annual meetings of shareholders, such meetings may be called by the
Trustees in their discretion, or upon demand by the holders of 10% or more of
the outstanding shares of the Trust, for the purpose of electing or removing
Trustees.
The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Agreement and Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Funds' assets for any shareholder held
personally liable for obligations of the Funds or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Funds or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Funds. The Agreement and Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust's total assets. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Funds themselves are unable to meet their
obligations.
FINANCIAL STATEMENTS
Each Fund's annual report to shareholders for its fiscal year ended March
31, 1999 are separate documents supplied with this SAI and the financial
statements, accompanying notes and reports of independent accountants appearing
therein are incorporated by reference in this SAI.
B-27
<PAGE>
APPENDIX
COMMERCIAL PAPER RATINGS
MOODY'S INVESTORS SERVICE, INC.
Prime-1--Issuers (or related supporting institutions) rated "Prime-1" have
a superior ability for repayment of senior short-term debt obligations.
"Prime-1" repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.
Prime-2--Issuers (or related supporting institutions) rated "Prime-2" have
a strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.
STANDARD & POOR'S RATINGS GROUP
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) sign designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".
B-28
<PAGE>
PROFESSIONALLY MANAGED PORTFOLIOS
PART C
ITEM 23. EXHIBITS.
(1) Agreement and Declaration of Trust (1)
(2) By-Laws (1)
(3) Specimen stock certificate (6)
(4) Form of Investment Advisory Agreement (2)
(5) Form of Distribution Agreement (2)
(6) Not applicable
(7) Form of Custodian Agreement with Star Bank, NA (5)
(8) (1) Form of Administration Agreement with Investment Company
Administration, LLC (3)
(2)(a) Fund Accounting Service Agreement with American Data
Services (5)
(2)(b) Transfer Agency and Service Agreement with American Data
Services (5)
(3) Transfer Agency and Fund Accounting Agreement with Countrywide
Fund Services (4)
(4) Transfer Agency Agreement with Provident Financial Processing
Corporation (7)
(9) Opinion and consent of Counsel
(10) Consent of Auditors
(11) Not applicable
(12) No undertaking in effect
(13) Rule 12b-1 Plan (2)
(14) Not applicable
(15) Not applicable
1 Incorporated by reference from Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A, filed on December 29, 1995.
2 Incorporated by reference from Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A, filed on January 16, 1996.
3 Incorporated by reference from Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A, filed on April 24, 1997.
4 Incorporated by reference from Post-Effective Amendment No. 43 to the
Registration Statement on Form N-1A, filed on February 5, 1998.
5 Incorporated by reference from Post-Effective Amendment No. 48 to the
Registration Statement on Form N-1A, filed on June 15, 1998.
6 Incorporated by reference from Post-Effective Amendment No. 52 to the
Registration Statement on Form N-1A, filed on October 29, 1998.
7 To be filed by amendment.
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
As of the date of this Amendment to the Registration Statement, there are
no persons controlled or under common control with the Registrant.
ITEM 25. INDEMNIFICATION
The information on insurance and indemnification is incorporated by
reference to Pre-Effective Amendment No. 1 and Post-Effective Amendment No. 1 to
the Registrant's Registration Statement.
In addition, insurance coverage for the officers and trustees of the
Registrant also is provided under a Directors and Officers/Errors and Omissions
Liability insurance policy issued by ICI Mutual Insurance Company with a
$1,000,000 limit of liability.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
With respect to investment advisors, the response to this item is
incorporated by reference to their Form ADVs, as amended:
Herbert R. Smith & Co, Inc. File No. 801-7098
Hodges Capital Management, Inc. File No. 801-35811
Perkins Capital Management, Inc. File No. 801-22888
Osterweis Capital Management File No. 801-18395
Pro-Conscience Funds, Inc. File No. 801-43868
Trent Capital Management, Inc. File No. 801-34570
Academy Capital Management File No. 801-27836
Sena, Weller, Rohs, Williams File No. 801-5326
Leonetti & Associates, Inc. File No. 801-36381
Lighthouse Capital Management File No. 801-32168
Yeager, Wood & Marshall, Inc. File No. 801-4995
Harris Bretall Sullivan & Smith File No. 801-7369
Pzena Investment Management LLC File No. 801-50838
Titan Investment Advisers, LLC File No. 801-51306
Pacific Gemini Partners LLC File No. 801-50007
James C. Edwards & Co., Inc. File No. 801-13986
Duncan-Hurst Capital
Management, Inc. File No. 801-36309
Progressive Investment
Management Corporation File No. 801-32066
<PAGE>
With respect to United States Trust Company of Boston, the response to this
item is incorporated by reference to the responses to Item 5 of Part A and Item
16 of Part B ("Management") of Post-Effective Amendment No. 20 to the
Registration Statement.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) First Fund Distributors, Inc. (the "Distributor") is the principal
underwriter all series of the Registrant except for the Hodges Fund, the Matrix
Growth Fund and the Matrix Emerging Growth Fund. The Distributor acts as
principal underwriter for the following other investment companies:
Advisors Series Trust
Brandes Investment Trust
Fleming Mutual Fund Group
Fremont Mutual Funds
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Purisima Funds
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group
UBS Private Investor Funds
First Dallas Securities, Inc., 2311 Cedar Springs Rd., Ste. 100, Dallas, TX
75201, an affiliate of Hodges Capital Management, acts as Distributor of the
<PAGE>
Hodges Fund. The President and Chief Financial Officer of First Dallas
Securities, Inc. is Don W. Hodges. First Dallas does not act as principal
underwriter for any other investment companies. Reynolds, DeWitt Securities Co.,
an affiliate of Sena Weller Rohs Williams, 300 Main St., Cincinnati, OH 45202,
acts as Distributor for the Matrix Growth Fund and Matrix Emerging Growth Fund.
(b) The officers of First Fund Distributors, Inc. are:
Robert H. Wadsworth President & Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Secretary
Each officer's business address is 4455 E. Camelback Rd., Ste. 261-E,
Phoenix, AZ 85018. Mr. Paggioli serves as President and a Trustee of the
Registrant. Mr. Wadsworth serves as Vice President of the Registrant. Mr. Robert
M. Slotky serves as Treasurer of the Registrant.
(c) Incorporated by reference from the Statement of Additional Information
filed herewith as Part B.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession the Registrant's
custodian and transfer agent, except those records relating to portfolio
transactions and the basic organizational and Trust documents of the Registrant
(see Subsections (2) (iii). (4), (5), (6), (7), (9), (10) and (11) of Rule
31a-1(b)), which, with respect to portfolio transactions are kept by each Fund's
Advisor at its address set forth in the prospectus and statement of additional
information and with respect to trust documents by its administrator at 479 West
22nd Street, New York, NY 10011 and 2020 E. Financial Way, Ste. 100, Glendora,
CA 91741.
ITEM 29. MANAGEMENT SERVICES.
There are no management-related service contracts not discussed in Parts A
and B.
ITEM 30. UNDERTAKINGS
The registrant undertakes:
(a) To furnish each person to whom a Prospectus is delivered a copy of
Registrant's latest annual report to shareholders, upon request and
without charge.
(b) If requested to do so by the holders of at least 10% of the Trust's
outstanding shares, to call a meeting of shareholders for the purposes
of voting upon the question of removal of a director and assist in
communications with other shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant represents that this amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this amendment to this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York in the State of New York on July 23, 1999.
PROFESSIONALLY MANAGED PORTFOLIOS
By /s/ Steven J. Paggioli
------------------------------------
Steven J. Paggioli
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
/s/ Steven J. Paggioli Trustee July 23, 1999
- ----------------------------
Steven J. Paggioli
/s/ Robert M. Slotky Principal Financial July 23, 1999
- ---------------------------- Officer
Robert M. Slotky
Dorothy A. Berry Trustee July 23, 1999
- ----------------------------
*Dorothy A. Berry
Wallace L. Cook Trustee July 23, 1999
- ----------------------------
*Wallace L. Cook
Carl A. Froebel Trustee July 23, 1999
- ----------------------------
*Carl A. Froebel
Rowley W. P. Redington Trustee July 23, 1999
- ----------------------------
*Rowley W. P. Redington
* By /s/ Steven J. Paggioli
-----------------------
Steven J. Paggioli, Attorney-in-Fact under
powers of attorney as filed with Post-Effective
Amendment No. 20 to the Registration Statement
filed on May 17, 1995
<PAGE>
EXHIBITS
Exhibit No. Description
- ----------- -----------
99.B9 Opinion and Consent of Counsel
99.B10 Consent of Auditors
Law Offices of
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com
July 22, 1999
(415) 835-1600
27346.82719
PROFESSIONALLY MANAGED PORTFOLIOS
915 Broadway, Suite 1605
New York, New York 10010
Re: Avondale Hester Total Return Fund
Harris Bretall Sullivan & Smith Growth Equity Fund
Hodges Fund
Osterweis Fund
The Perkins Discovery Fund
The Perkins Opportunity Fund
Pro-Conscience Women's Equity Mutual Fund
Ladies and Gentlemen:
We have acted as counsel to Professionally Managed Portfolios, a
Massachusetts business trust (the "Trust"), in connection with Post-Effective
Amendments 73, 74, 75, 76, 77, and 78 to the Trust's Registration Statement
filed on Form N-1A with the Securities and Exchange Commission (the
"Post-Effective Amendments") and relating to the issuance by the Trust of an
indefinite number of no-par value shares of beneficial interest (the "Shares")
of seven series of the Trust: Avondale Hester Total Return Fund, Harris Bretall
Sullivan & Smith Growth Equity Fund, Hodges Fund, Osterweis Fund, The Perkins
Discovery Fund, The Perkins Opportunity Fund, and Pro-Conscience Women's Equity
Mutual Fund (each a "Fund," and collectively, the "Funds").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
<PAGE>
Professionally Managed Portfolios
July 22, 1999
Page 2
(a) the Trust's Agreement and Declaration of Trust dated February 17,
1987, as filed with the Massachusetts Secretary of State (the
"Secretary of State") on February 24, 1987, as amended on May 20,
1988, as filed with the Secretary of State on September 16, 1988, and
as amended on April 12, 1991, as filed with the Secretary of State on
May 31, 1991 (as so amended, the "Declaration of Trust"), certified to
us by an officer of the Trust as being true and complete and in effect
on the date hereof;
(b) the Bylaws of the Trust certified to us by an officer of the Trust as
being true and complete and in effect on the date hereof;
(c) resolutions of the Trustees of the Trust adopted at meetings on: June
11, 1991 for the Avondale Hester Total Return Fund; April 28, 1992 for
the Hodges Fund; October 27, 1982 for The Perkins Opportunity Fund;
June 8, 1993 for the Osterweis Fund and the Pro-Conscience Women's
Equity Mutual Fund; November 17, 1995 for the Harris Bretall Sullivan
& Smith Growth Equity Fund; and on August 29, 1996 for The Perkins
Discovery Fund; authorizing the establishment of each of the Funds and
the issuance of its respective Shares.
(d) the Post-Effective Amendments; and
(e) a certificate of an officer of the Trust concerning certain factual
matters relevant to this opinion.
In rendering our opinion below, we have not conducted an independent
examination of the books and records of the Trust for the purpose of determining
whether all of the Shares were fully paid prior to their issuance and do not
believe it to be our obligation to do so.
Our opinion below is limited to the federal law of the United States of
America and the business trust law of the State of Massachusetts. We are not
licensed to practice law in the State of Massachusetts, and we have based our
opinion below solely on our review of Chapter 182 of the General Laws of the
Commonwealth of Massachusetts and the case law interpreting such Chapter as
reported in the Annotated Laws of Massachusetts (Lawyers CoOperative 1987 and
Supp. 1996) as updated on Westlaw through July 20, 1999. We have not undertaken
a review of other Massachusetts law or of any administrative or court decisions
in connection with rendering this opinion. We disclaim any opinion as to any law
other than that of the United States of America and the business trust law of
the State of Massachusetts as described above, and we disclaim any opinion as to
any statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental authority.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, and
assuming that (i) all of the Shares will be issued and sold for cash at the
<PAGE>
Professionally Managed Portfolios
July 22, 1999
Page 3
per-share public offering price on the date of their issuance in accordance with
statements in the Trust's Prospectus included in the Post-Effective Amendments
and in accordance with the Trust's Agreement and Declaration of Trust, (ii) all
consideration for the Shares will be actually received by the Trust, (iii) all
applicable securities laws will be complied with, then it is our opinion that,
when issued and sold by the Trust, the Shares will be legally issued, fully paid
and nonassessable.
This opinion is rendered to you solely in connection with the
Post-Effective Amendments and is solely for your benefit. We hereby consent to
the use of this opinion in connection with the Post-Effective Amendments. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other person, firm, corporation or other entity for any purpose, without our
prior written consent. We disclaim any obligation to advise you of any
developments in areas covered by this opinion that occur after July 22, 1999.
Sincerely yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm in the Post-Effective-Amendment No. 78
to the Registration Statement on Form N-1A of Professionally Managed Portfolios
and to the use of our report dated April 16, 1999 on the financial statements
and financial highlights of The Perkins Opportunity Fund and The Perkins
Discovery Fund, each, a series of Professionally Managed Portfolios. Such
financial statements and financial highlights appear in each series respective
1999 Annual Report to Shareholders which is incorporated by reference into the
Statement of Additional Information.
/s/ Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
July 26, 1999
