PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1999-06-09
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                             AVONDALE HESTER [LOGO]
                                TOTAL RETURN FUND








                                  ANNUAL REPORT

                                 MARCH 31, 1999

<PAGE>
                             AVONDALE HESTER [LOGO]
                                TOTAL RETURN FUND


April 16, 1999

Dear Shareholders:

Hester Capital Management, L.L.C. (HCM) is pleased to send you the annual report
for the  Avondale  Hester  Total Return Fund for the year ended March 31. It has
been an  eventful  period  in the  U.S.  financial  markets  since  shareholders
approved a new  investment  advisory  agreement with HCM on September 30 of last
year.

Avondale  Hester  experienced  a return of 4.51 % for the quarter ended March 31
and a 21.95% gain during the last 6 months. The portfolio began the quarter with
85.9% of the assets allocated to common stocks, 8.5% to fixed-income  securities
and 5.6% to short-term investments. Since our last letter, we have increased the
sector exposure in the equity  component of the portfolio in technology to 14.9%
and  consumer  cyclicals  to 6.2%.  Weightings  were  reduced in the utility and
consumer  services  sectors.  In  addition,  the  fixed-income  component of the
portfolio now accounts for 7.8% of the total assets.  This  percentage  has been
influenced by the  outperformance  of stocks versus bonds,  and the fact that we
have had sales and maturities and some principal paydowns in the mortgage-backed
component  of the  portfolio.  Avondale  ended the fiscal year with 88.8% of the
assets  and  7.8%  allocated  to  common  stocks  and  fixed-income  securities,
respectively, with the remaining 3.4% invested in short-term investments.

                             INVESTMENT PERFORMANCE

                                        01/01/99        10/01/98      04/01/98
                                         THROUGH         THROUGH       THROUGH
                                        03/31/99        03/31/99      03/31/99
                                        --------        --------      --------

Avondale Hester                           4.51%          21.95%        10.94%

S&P 500 Composite Index                   4.98%          27.32%        18.47%

S&P 500 Composite Unweighted             (0.89%)         14.38%        (4.93%)

Lipper Growth & Income Fund Index         2.08%          20.62%         6.82%

Lehman Intermediate Bond Index           (0.19%)          0.10%         6.57%

90 Day U.S. Treasury Bills                1.13%           2.20%         4.89%

Consumer Price Index                      0.67%           0.86%         1.73%
<PAGE>
We did not execute our original plan to invest the cash reserves in fixed-income
securities as per our last letter.  The  continuing  strength of the economy and
the  increase in oil prices  caused us to take a somewhat  cautious  stance with
regard to the  fixed-income  markets.  However,  with the tremendous  back-up in
market  rates  and  the  extreme  negative  market  sentiment,  we  plan to take
advantage of this  environment  and raise the  fixed-income  allocation  back to
within  15%-20% of the  portfolio.  We found  government  agency  securities and
high-grade corporate bonds attractive relative to U.S. treasuries in the current
market.

The U.S. economy has experienced near perfect economic conditions, low inflation
and a passive  to  accommodative  Federal  Reserve.  The  global  situation  has
improved due to massive  monetary  stimulus in Europe via  declining  short-term
interest rates and in Japan.  Tight labor markets and limited pricing power have
put a squeeze on corporate  profit margins.  However,  productivity has exploded
which has helped hold unit labor costs.  The biggest  risks on the horizon today
are the recent indications of emerging inflationary pressures, primarily through
energy prices.  While  inflation is primarily a monetary  event,  the pick-up in
global economic  activity combined with rising energy prices would be of concern
to the Fed.

Economic growth in the United States is now in the 97th  consecutive  month. The
record goes back to the 1961-69 expansion, which recorded 107 consecutive months
of uninterrupted  economic growth.  We fully expect this expansion to break that
record.  But the Fed has to be  concerned  about the  strong  rate of growth and
indications  of  inflation.  As a result,  the Federal  Reserve will continue to
jawbone  interest  rates with no increase in the Fed Funds rate at the  upcoming
meeting,  but the minutes should reflect a shift to a tightening bias. We expect
30-year  government  bonds not to trade outside of an upper band of 5.90%-6.25%,
and look for a decline in rates as the year progresses.

The stock  market as  measured  by the  Standard  & Poor's 500  Composite  Index
continued its momentum characteristics in the first quarter and became even more
narrower than in 1998. In calendar  1998,  the narrow  breadth of the market was
exemplified  by the fact that 10  stocks  accounted  for 50% of the 500's  28.6%
total return,  with the majority of the advance  coming from less than 50 of the
largest  stocks in the  Index.  In the  first  quarter  of 1999,  only 21 stocks
accounted for the S&P's 4.9% increase.  The key drivers of the U.S. market since
1982 have been decelerating  inflation,  improving corporate profitability and a
tremendous expansion in valuation via the market's  price-to-earnings  ratio. As
we enter the second  quarter of the calendar year, we view the valuation as high
and there  are signs  that  inflation  may be  raising  its head.  These  issues
combined with the  speculation in internet stocks and the rise in interest rates
are signs of caution.  However,  the overseas  markets continue to establish new
highs on the strength of global rate cuts which have stimulated  liquidity,  and
earnings  expectations  are on the rise,  which  should  lend  support  to stock
prices.

We value the opportunity to serve as advisor to the Avondale Hester Total Return
Fund and look forward to serving you in the future.

Very truly yours,


/s/ Ira Craig Hester                         /s/ John E. Gunthorp

Ira Craig Hester, CFA                        John E. Gunthorp, CFA
President & CEO                              Executive Vice President
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND


                       AVONDALE HESTER TOTAL RETURN FUND
                         Value of $10,000 vs S & P 500

                                AVONDALE HESTER
         QUARTER               TOTAL RETURN FUND         S & P 500
         -------               -----------------         ---------
         10/12/88                  $10,000                $10,000
         12/31/88                    9,965                 10,280
          3/31/89                   10,172                 11,007
          6/30/89                   10,772                 11,966
          9/30/89                   11,196                 13,264
         12/31/89                   11,411                 13,535
          3/31/90                   11,202                 13,159
          6/30/90                   11,645                 13,968
          9/30/90                   10,781                 12,062
         12/31/90                   11,488                 13,143
          3/31/91                   12,424                 15,063
          6/30/91                   12,182                 15,014
          9/30/91                   13,391                 15,818
         12/31/91                   14,573                 17,145
          3/31/92                   13,800                 16,711
          6/30/92                   13,466                 17,014
          9/30/92                   13,752                 17,566
         12/31/92                   14,351                 18,458
          3/31/93                   15,068                 19,255
          6/30/93                   14,977                 19,334
          9/30/93                   15,429                 19,847
         12/31/93                   15,379                 20,313
          3/31/94                   14,944                 19,535
          6/30/94                   14,654                 19,604
          9/30/94                   15,659                 20,581
         12/31/94                   15,731                 20,572
          3/31/95                   16,113                 22,573
          6/30/95                   17,929                 24,727
          9/30/95                   19,416                 26,690
         12/31/95                   20,229                 28,293
          3/31/96                   20,410                 29,818
          6/30/96                   20,696                 31,135
          9/30/96                   20,878                 32,111
         12/31/96                   21,173                 34,798
          3/31/97                   20,636                 35,720
          6/30/97                   23,968                 41,945
          9/30/97                   25,241                 45,092
         12/31/97                   25,419                 46,402
          3/31/98                   28,406                 52,870
          6/30/98                   28,744                 54,582
          9/30/98                   25,842                 49,167
         12/31/98                   30,154                 59,660
          3/31/99                   31,514                 62,610


                           Average Annual Total Return
                           Period Ended March 31, 1999
                         1 Year.................. 10.94%
                         5 Year.................. 16.08%
                         10 Year................. 11.96%

Past performance is not predictive of future performance.

The S&P 500 is a broad market-weighted average of U.S. blue-chip companies.  The
S&P 500 is unmanaged and returns include reinvested dividends.
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS AT MARCH 31, 1999
- --------------------------------------------------------------------------------
 Shares    COMMON STOCKS: 88.8%                                     Market Value
- --------------------------------------------------------------------------------

           BANKS: 10.3%
  8,014    Bank One Corp............................................ $  441,271
  4,713    BankAmerica Corp.........................................    332,856
 11,020    Regions Financial Corp...................................    381,568
                                                                     ----------
                                                                      1,155,695
                                                                     ----------
           BEVERAGES - ALCOHOLIC: 2.4%
  3,500    Anheuser-Busch Companies, Inc............................    273,970
                                                                     ----------

           BEVERAGES - SOFT DRINK: 1.2%
  2,266    Coca-Cola Company........................................    139,076
                                                                     ----------

           COMMUNICATION SERVICES: 0.0%
     50    Sodexho Marriott Services*...............................      1,103
                                                                     ----------

           COMPUTER SERVICES: 7.2%
  4,500    Adobe Systems, Inc.......................................    255,375
  9,737    First Data Corp..........................................    416,257
  5,000    Oracle Corp.*............................................    131,875
                                                                     ----------
                                                                        803,507
                                                                     ----------
           COMPUTERS: 6.9%
    696    3Com Corp.*..............................................     16,225
  3,500    Hewlett-Packard Co.......................................    237,344
  2,913    International Business Machines Corp.....................    516,329
                                                                     ----------
                                                                        769,898
                                                                     ----------
           CONSUMER PRODUCTS: 8.2%
  3,000    Bell & Howell Company*...................................     87,937
  7,537    General Electric Company.................................    833,781
                                                                     ----------
                                                                        921,718
                                                                     ----------
           ELECTRIC SERVICES: 2.5%
  5,168    Duke Power Company.......................................    282,302
                                                                     ----------

See accompanying Notes to Financial Statements.

4
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS AT MARCH 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
 Shares                                                             Market Value
- --------------------------------------------------------------------------------
           ELECTRONICS: 1.4%
  1,500    AMP, Inc................................................. $   80,531
    600    Intel Corp.*.............................................     71,475
                                                                     ----------
                                                                        152,006
                                                                     ----------
           FINANCIAL SERVICES: 7.7%
  3,513    American Express Company.................................    412,777
  7,023    Citigroup, Inc...........................................    448,594
                                                                     ----------
                                                                        861,371
                                                                     ----------
           FURNITURE: 3.5%
  5,000    Ethan Allen Interiors, Inc...............................    207,813
 10,000    Herman Miller, Inc.......................................    182,500
                                                                     ----------
                                                                        390,313
                                                                     ----------
           HOTEL/MOTEL: 3.1%
 10,400    Marriott International, Inc., Class A....................    349,700
                                                                     ----------

           INDUSTRIAL MACHINERY: 3.5%
  5,524    Tyco International Ltd...................................    396,347
                                                                     ----------

           LINEN SUPPLIES: 1.6%
 12,500    Angelica Corp............................................    175,000
                                                                     ----------

           OIL-ENERGY: 2.2%
  3,539    Exxon Corp...............................................    249,721
                                                                     ----------

           PHARMACEUTICALS: 21.2%
  5,932    Bristol-Myers/Squibb Company.............................    381,502
  4,166    Johnson & Johnson........................................    390,302
  6,624    Pfizer, Inc..............................................    919,080
 12,458    Schering-Plough Corp.....................................    689,083
                                                                     ----------
                                                                      2,379,967
                                                                     ----------
           PHOTOGRAPHY / IMAGING: 1.1%
  2,000    Eastman Kodak Co.........................................    127,750
                                                                     ----------

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS AT MARCH 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
 Shares                                                             Market Value
- --------------------------------------------------------------------------------
           RETAIL - RESTAURANTS: 2.4%
   6,000   McDonald's Corp.......................................... $  271,875
                                                                     ----------

           TELECOMMUNICATIONS EQUIPMENT: 2.4%
   4,000   IPC Information Systems, Inc.*...........................     77,000
   2,000   Tellabs, Inc.*...........................................    195,500
                                                                     ----------
                                                                        272,500
                                                                     ----------

           Total Common Stock (cost $4,988,248).....................  9,973,819
                                                                     ----------

Principal Amount     BONDS: 7.8%
- --------------------------------------------------------------------------------

           AGENCIES: 6.4%
$500,000   FHLMC, 5.865%, 7/16/2001.................................    500,835
  67,178   FNMA, 7.500%, 8/1/2002...................................     68,940
 104,538   FNMA, 7.000%, 6/1/2003...................................    106,982
  48,116   GNMA, 5.500%, 5/20/2027..................................     48,735
                                                                     ----------
                                                                        725,492
                                                                     ----------
           U.S. TREASURY NOTES: 0.5%
  50,000   7.125%, 2/29/2000........................................     51,000
                                                                     ----------

           CORPORATE: 0.9%
  75,000   Associates Corp., 6.750%, 10/15/1999.....................     75,596
  25,000   IBM, 6.375%, 6/15/2000...................................     25,235
                                                                     ----------
                                                                        100,831
                                                                     ----------

           Total Bonds (cost $871,163)..............................    877,323
                                                                     ----------

           SHORT-TERM INVESTMENTS: 3.7%
- --------------------------------------------------------------------------------
           MONEY MARKET INVESTMENT: 3.7%
 412,348   Star Treasury Cash Management Fund, 4.710%, 4/1/1999
           (cost $412,348)..........................................    412,348
                                                                     ----------

See accompanying Notes to Financial Statements.

6
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS AT MARCH 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
                                                                    Market Value
- --------------------------------------------------------------------------------
           Total Investment in Securities
             (cost $6,271,759+): 100.3%.............................$11,263,490
           Liabilities in excess of Other Assets: (0.3)%............    (38,993)
                                                                    -----------
           TOTAL NET ASSETS: 100.0% ................................$11,224,497
                                                                    ===========

*Non-income producing security.

+At March 31, 1999, the cost of securities for Federal tax purposes was the same
as the basis for financial reporting.  Unrealized  appreciation and depreciation
of securities were as follows:


       Gross unrealized appreciation................................$ 5,135,606
       Gross unrealized depreciation................................   (143,875)
                                                                    -----------
         Net unrealized appreciation................................$ 4,991,731
                                                                    ===========

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

STATEMENT OF ASSETS AND LIABILITIES AT MARCH 31, 1999
- --------------------------------------------------------------------------------
ASSETS
      Investments in securities, at value (cost $6,271,759) .......  $11,263,490
      Dividends and interest receivable ...........................       28,913
      Other assets ................................................        1,709
                                                                     -----------
                  Total assets ....................................   11,294,112
                                                                     -----------
LIABILITIES
      Payables:
            Advisory fees .........................................        6,721
            Administration fee ....................................        2,728
            Securities purchased ..................................       35,274
      Accrued expenses ............................................       24,892
                                                                     -----------
                  Total liabilities ...............................       69,615
                                                                     -----------

NET ASSETS ........................................................  $11,224,497
                                                                     ===========

      NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
        ($11,224,497/293,528 shares outstanding;
        unlimited number of shares authorized without par value) ..  $     38.24
                                                                     ===========

COMPONENTS OF NET ASSETS
      Paid-in capital .............................................  $ 5,743,237
      Undistributed net investment income .........................       30,836
      Accumulated net realized gain on investments ................      458,693
      Net unrealized appreciation on investments ..................    4,991,731
                                                                     -----------
            Net assets ............................................  $11,224,497
                                                                     ===========

See accompanying Notes to Financial Statements.

8
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED MARCH 31, 1999
- --------------------------------------------------------------------------------
INVESTMENT INCOME
      Income
            Dividend ...............................................  $  121,420
            Interest ...............................................      83,994
            Other ..................................................         797
                                                                      ----------
                  Total income .....................................     206,211
                                                                      ----------

      Expenses
            Advisory fees ..........................................      67,472
            Administration fee .....................................      30,000
            Fund accounting fees ...................................      19,192
            Audit fee ..............................................      13,163
            Transfer agent fees ....................................      10,640
            Legal fees .............................................       6,876
            Custody fees ...........................................       5,298
            Trustee fees ...........................................       4,535
            Registration fees ......................................       2,343
            Reports to shareholders ................................       1,995
            Miscellaneous ..........................................       1,706
                                                                      ----------
              Total expenses .......................................     163,220
                                                                      ----------
                        NET INVESTMENT INCOME ......................      42,991
                                                                      ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      Net realized gain from security transactions .................     481,917
      Net change in unrealized appreciation on investments .........     603,123
                                                                      ----------
              Net realized and unrealized gain on investments ......   1,085,040
                                                                      ----------
              NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .  $1,128,031
                                                                      ==========

See accompanying Notes to Financial Statements.
                                                                               9
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------
                                                                       Year            Year
                                                                      Ended            Ended
                                                                  March 31, 1999   March 31,1998
                                                                  --------------   -------------
<S>                                                                 <C>             <C>
INCREASE IN NET ASSETS FROM:
OPERATIONS
   Net investment income ......................................     $    42,991     $    51,755
   Net realized gain from security transactions  ..............         481,917         217,544
   Net change in unrealized appreciation on investments .......         603,123       3,099,157
                                                                    -----------     -----------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  ...       1,128,031       3,368,456
                                                                    -----------     -----------

DISTRIBUTIONS TO SHAREHOLDERS
   Net investment income ......................................         (14,289)        (49,621)
   Net realized gain from security transactions ...............        (213,810)       (166,584)
                                                                    -----------     -----------
      TOTAL DISTRIBUTIONS TO SHAREHOLDERS .....................        (228,099)       (216,205)
                                                                    -----------     -----------

CAPITAL SHARE TRANSACTIONS
   Net decrease in net assets derived from net change in
     outstanding shares (a)....................................        (589,689)     (2,115,938)
                                                                    -----------     -----------
      Total  increase in net assets............................         310,243       1,036,313

NET ASSETS
   Beginning of year...........................................      10,914,254       9,877,941
                                                                    -----------     -----------
END OF YEAR (including undistributed net investment
   income of $30,836 and $2,134, respectively).................     $11,224,497     $10,914,254
                                                                    ===========     ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                       Year Ended                Year Ended
                                                     March 31, 1999            March 31, 1998
                                                 ----------------------   ----------------------
                                                  Shares       Value       Shares      Value
                                                 --------  ------------   --------  ------------
<S>                                               <C>      <C>             <C>      <C>
Shares sold ....................................  76,567   $ 2,596,160     11,969   $   383,640
Shares issued in reinvestment of distributions..   6,221       214,284      6,229       196,258
Shares redeemed................................. (98,828)   (3,400,133)   (86,710)   (2,695,836)
                                                 -------   -----------    -------   -----------
Net decrease.................................... (16,040)  $  (589,689)   (68,512)  $(2,115,938)
                                                 =======   ===========    =======   ===========
</TABLE>

See accompanying Notes to Financial Statements.

10
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                              Years Ended March 31,
                                              -----------------------------------------------------
                                               1999        1998       1997        1996        1995
                                              ------      ------      ------     ------      ------
<S>                                           <C>         <C>         <C>        <C>         <C>
Net asset value, beginning of year .......... $35.26      $26.13      $27.76     $23.58      $22.93
Income from investment operations:
      Net investment income..................   0.15        0.16        0.18       0.27        0.23
      Net realized and unrealized gain
            on investments ..................   3.62        9.61        0.14       6.00        1.49
                                              ------      ------      ------     ------      ------
Total from investment operations.............   3.77        9.77        0.32       6.27        1.72
                                              ------      ------      ------     ------      ------
Less distributions:
      From net investment income.............  (0.05)      (0.15)      (0.28)     (0.27)      (0.23)
      From net capital gains.................  (0.74)      (0.49)      (1.67)     (1.82)      (0.84)
                                              ------      ------      ------     ------      ------
Total distributions..........................  (0.79)      (0.64)      (1.95)     (2.09)      (1.07)
                                              ------      ------      ------     ------      ------
Net asset value, end of year................. $38.24      $35.26      $26.13     $27.76      $23.58
                                              ======      ======      ======     ======      ======

Total return.................................  10.94%      37.65%      1.10%      26.67%       7.82%

Ratios/supplemental data:
Net assets, end of year (millions)........... $ 11.2      $ 10.9       $ 9.9      $ 9.8       $ 6.9
Ratio of expenses to average net assets......   1.57%       1.59%       1.83%      1.69%       1.77%
Ratio of net investment income to average
      net assets.............................   0.41%       0.48%       0.62%      1.03%       0.96%

Portfolio turnover rate  ....................  25.71%       9.38%      40.87%     52.25%      52.24%
</TABLE>

See accompanying Notes to Financial Statements.

                                                                              11
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS AT MARCH 31, 1999
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

     Avondale  Hester Total Return Fund (the "Fund") is a diversified  series of
shares  of  beneficial  interest  of  Professionally   Managed  Portfolios  (the
"Trust"),  which is  registered  under the  Investment  Company Act of 1940 (the
"1940  Act") as an  open-end  investment  management  company.  The  Fund  began
operations on October 12, 1988.

     Hester Capital Management, L.L.C. (the "Advisor"), the Fund's Advisor, is a
registered  investment  advisor,  and provides  investment  advisory services to
individuals and institutions with assets of approximately  $500 million.  Mr. I.
Craig Hester,  President,  and Mr. John Gunthorp,  Executive Vice President, are
responsible  for the management of the Fund's  portfolio.  Prior to September 1,
1998,  the Fund was known as the  Avondale  Total Return Fund and was managed by
Herbert R. Smith & Co., Inc.

     The Fund's primary  investment  objective is to realize the  combination of
income and capital  appreciation  that will  produce the  maximum  total  return
consistent  with  reasonable  risk.  The Fund seeks to achieve its  objective by
investing  primarily in higher  quality fixed income debt  securities and equity
securities.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

     C.   SECURITY  TRANSACTIONS,  INVESTMENT  INCOME AND  DISTRIBUTIONS.  As is
          common in the industry, security transactions are accounted for on the
          trade date. The cost of securities owned on realized  transactions are
          relieved  on  a  first-in,   first-out  basis.   Dividend  income  and
          distributions  to shareholders  are recorded on the ex-dividend  date.
          Interest  income  is  recorded  on an  accrual  basis.  Discounts  and
          premiums on securities  purchased  are amortized  over the life of the
          respective securities.

12
<PAGE>
                       AVONDALE HESTER TOTAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

     D.   USE  OF  ESTIMATES.   The  preparation  of  financial   statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts  of  assets  and  liabilities  at the  date  of the  financial
          statements. Actual results could differ from those estimates.

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

     For the five months ended August 31, 1998,  Herbert R. Smith,  Incorporated
provided  the Fund  with  investment  management  services  under an  Investment
Advisory  Agreement.  As of  September  1,  1998,  the  management  of the  Fund
transferred to Hester Capital Management,  L.L.C. Herbert R. Smith, Incorporated
and Hester Capital Management,  L.L.C. (the "Managers") furnished all investment
advice, office space, facilities,  and most of the personnel needed by the Fund.
As compensation for its services, the Managers were entitled to a monthly fee at
the annual rate of 0.70% on the first $200 million of average  daily net assets;
0.60% on the next $300 million of net assets;  and 0.50% on net assets exceeding
$500 million.  For the year ended March 31, 1999,  the Fund incurred  $67,472 in
Advisory fees.

     Investment Company  Administration,  LLC (the  "Administrator") acts as the
Fund's  Administrator  under  an  Administration  Agreement.  The  Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Fund;  prepares  reports  and  materials  to be  supplied  to the  trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the preparation and payment of Fund expenses and reviews the Fund's
expense accruals.  For its services, the Administrator receives a monthly fee at
an annual  rate equal to the  greater of 0.15% of the Fund's  average  daily net
assets or $30,000.  For the year ended March 31, 1999, the Fund incurred $30,000
in Administration fees.

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

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

NOTE 4 - PURCHASES AND SALES OF SECURITIES

     The cost of purchases and the proceeds from sales of securities,  excluding
short-term securities and U.S. Government  securities,  for the year ended March
31, 1999, were $2,073,185 and $2,877,942, respectively. For the year ended March
31, 1999,  the cost of purchases and the proceeds from sales of U.S.  Government
and  Government  Agency  obligations,   excluding  short-term  securities,  were
$499,141 and $586,702, respectively.

                                                                              13
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS OF
      AVONDALE HESTER TOTAL RETURN FUND and
THE BOARD OF TRUSTEES OF
      PROFESSIONALLY MANAGED PORTFOLIOS

      We have  audited the  accompanying  statement  of assets and  liabilities,
including the schedule of  investments,  of Avondale Hester Total Return Fund, a
series of  Professionally  Managed  Portfolios,  as of March 31,  1999,  and the
related  statement  of  operations  for the year then ended,  the  statement  of
changes in net assets for each of the two years in the period then ended and the
financial  highlights for each of the five years in the period then ended. These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audit.

       We conducted our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1999,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Avondale  Hester  Total  Return  Fund as of March 31,  1999,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended and the financial  highlights for each of
the five years in the period then ended, in conformity  with generally  accepted
accounting principles.

                                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
April 16, 1999

14
<PAGE>
                               INVESTMENT ADVISOR

                        Hester Capital Management, L.L.C.
                          100 Congress Ave., Suite 1960
                                Austin, TX 78701


                                   DISTRIBUTOR

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


                                    CUSTODIAN

                               Firstar Bank, N.A.
                                425 Walnut Street
                              Cincinnati, OH 45202


                                 TRANSFER AGENT

                          American Data Services, Inc.
                                  P.O. Box 5536
                            Hauppauge, NY 11788-0132
                                 (800) 282-2340


                                    AUDITORS

                              Tait, Weller & Baker
                         8 Penn Center Plaza, Suite 800
                             Philadelphia, PA 19103


                                  LEGAL COUNSEL

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

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

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


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