PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1999-03-04
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                          UNITED STATES TRUST COMPANY
                          BOSTON INVESTMENT MANAGEMENT

                              BOSTON BALANCED FUND











                               SEMI-ANNUAL REPORT

                                DECEMBER 31, 1998

<PAGE>
                           UNITED STATES TRUST COMPANY
                          BOSTON INVESTMENT MANAGEMENT

To:      All Shareholders/BOSTON BALANCED FUND
From:    Domenic Colasacco
Re:      Portfolio Manager's Report - December 31, 1998
         Fund NAV: $28.86

                            COMPARATIVE PERFORMANCE*

                                                                    Annualized
                                                                      Since
                                   Quarter           Year            Inception
                                   Ending            Ended          12/1/95 to
                                  12/31/98         12/31/98          12/31/98
                                  --------         --------          --------
Boston Balanced Fund              11.23%            19.27%            20.02%

Standard & Poor's 500             21.29%            28.59%            28.01%
Lehman G/C Bond Index              0.12%             9.46%             8.13%
90-Day U.S. Treasury Bill          1.02%             4.80%             5.06%

         *AFTER ALL  EXPENSES  AT AN ANNUAL  RATE OF 1%, THE  ADVISOR'S  EXPENSE
LIMITATION.  RESULTS SHOWN ARE PAST  PERFORMANCE,  WHICH IS NOT AN INDICATION OF
FUTURE  RETURNS.  SHARES OF THE FUND ARE NOT DEPOSITS OR  OBLIGATIONS  OF UNITED
STATES  TRUST  COMPANY  OF BOSTON OR ANY BANK AND ARE NOT  INSURED  BY THE FDIC,
FEDERAL  RESERVE  BOARD OR ANY AGENCY.  THE VALUE OF THE FUND SHARES AND RETURNS
WILL  FLUCTUATE AND  INVESTORS MAY HAVE A GAIN OR LOSS WHEN THEY REDEEM  SHARES.
DISTRIBUTED BY FIRST FUND DISTRIBUTORS, INC.

================================================================================

MARKET AND PERFORMANCE SUMMARY - FOURTH QUARTER, 1998

         Three  months  ago....was  it only  three  months  ago  when all of the
primary stock indices had fallen by 20% or more from peak levels reached earlier
in 1998?  Was it just three months ago when fear of the  imminent  demise of the
American economy was spreading  through Wall Street faster than the fall foliage
through New  England?  Although I have  experienced  sudden  changes in investor
views on many  occasions  over my nearly  thirty years as a money  manager,  the
recent reversals rank among the most extreme.  Our own investment  backbone also
wavered  a bit,  but  good  judgment  prevailed  sufficiently  to  maintain  our
long-standing  bullish investment policy in Boston Balanced Fund of close to 65%
of assets in stocks.  The  relatively  high  equity  allocation  allowed  Boston
Balanced Fund to post  attractive  gains for the quarter and year.  Year end net
asset value reached  $28.86,  which  translates to an increase of 11.23% for the
quarter and 19.27% for all of 1998.

         The fact that Boston  Balanced  Fund  recorded  another  annual gain of
virtually 20% and a three year annualized  return of 20.12% is a source of pride
and  concern  alike.  For while  the  performance  of our Fund has been  several
percentage  points per annum above the Lipper  balanced fund average  during the
past three years, most of the absolute  increase was made possible  particularly
by the sharp  rise in  growth  stock  prices.  As we  experienced  over the past
summer,  current  high stock prices  leave  little room for  increased  investor
concern
<PAGE>
about continued  economic and corporate health.  An actual  deterioration in the
established  positive  economic  trend would result in an even deeper and longer
lasting  stock  market drop than  occurred in 1998.  Although we  recognize  the
potential  risks, as we begin 1999 we do not believe it is time to assume a more
conservative  investment position. As outlined in the following sections of this
memorandum,  not only does the prevailing  economic trend support continued high
equity  valuations,  but many stocks are still available at reasonable prices if
we focus outside of the 25 largest  companies  that have led the market  uptrend
over the past four years.

ECONOMIC SUMMARY AND OUTLOOK

         In my September 30, 1998 memorandum, I noted that economic and business
conditions in the United States and in most Western European  countries remained
very  favorable.  Our  economy was in its  seventh  consecutive  year of growth;
inflation  and  interest  rates  were at their  lowest  levels in thirty  years;
employment was high and growing,  and personal income and corporate profits were
at record  levels.  Not much has  changed in three  months,  except for  greater
investor  confidence that these positive  trends are likely to continue  through
1999.  It is difficult  to identify all of the reasons for the sudden  change in
investor  psychology.  The one most frequently cited is the three-step  interest
rate cut by the Federal Reserve,  which demonstrated the Fed's desire to avoid a
recession.  Another quarter of positive  economic  reports in Western Europe and
the United States also helped ease fears that problems in Asia and Latin America
would spread globally.  Moreover,  while most Asian and Latin American economies
have yet to show  improvement,  there have been  initial  signs that most of the
downward economic spirals have stabilized.

         Our own economic views have not changed much since October. We continue
to believe  that gradual  economic  growth with low  inflation  remains the most
likely path for the United States. If anything,  recent evidence suggests faster
rather than slower growth in the year ahead.  Except for the weak  international
economies   cited,  the  usual  imbalances  that  have  preceded  past  economic
recessions are still not present  today.  To the contrary,  personal  income and
consumption are rising,  corporate capital spending remains strong,  inventories
are not excessive,  and credit is readily available for consumers and businesses
alike.  A  combination  of  productivity  gains and low  commodity  prices  also
supports prospects for continued low inflation despite scant unemployment levels
and attendant  pressures for higher wages.  In short,  we believe there is a low
probability  of  deterioration  in the economies of either Western Europe or the
United  States that would be sufficient to trigger a deep and long lasting stock
market drop.

INVESTMENT STRATEGY

         Boston  Balanced Fund seeks to generate above average  returns over the
long  term  with  below  average  risk  through  an  active  approach  to  asset
allocation,  portfolio composition and individual security selection.  Selecting
an investment  strategy for such a fund is always a challenge.  Currently,  that
challenge happens to be higher than normal. The difficulty does not emanate,  as
it often does, from economic  uncertainty.  As noted above,  economic risks seem
comparatively  low,  Asia  and  Latin  America   notwithstanding.   Rather,  the
difficulty  derives from the very high valuations of the primary market indices,
and particularly the small group of stocks in the technology, pharmaceutical and
telecommunications  sectors that have been  responsible for virtually all of the
stock market gains recorded over the past year or so.
<PAGE>
         Let me add some  perspective.  The  Standard  & Poors 500  stock  index
increased  by just  over  28% in  1998.  More  than  half of  this  gain  can be
attributed to just fifteen  stocks out of the total of 500. The median  increase
of all 500 stocks last year was only about 4%, and more than 200 issues actually
declined in value. Accordingly, if a portfolio did not hold many of the few best
performing  stocks,  achieving  competitive  returns  last  year  was  virtually
impossible. That is the reason most investors and mutual funds failed to achieve
attractive  1998 returns.  Indices of mid-size and smaller  companies  performed
even  worse  than the S & P 500,  rising  by only 17% and  actually  losing  1%,
respectively.  Moreover,  companies in more mature industries such as machinery,
chemicals,  paper and financial services (so-called value stocks) performed much
worse   than   the   more   rapidly-growing   technology,   pharmaceutical   and
telecommunications sectors mentioned above. To be fair, there are differences in
the  performance of "value" and "growth"  stocks  virtually  every year, but the
1998 results were among the most extreme.


The 1998  performance  disparity  of growth and value stocks and large and small
companies  is clearly  visible  among  equity  mutual  funds which  employ these
different investment styles, as tracked by Morningstar*:

                         Growth        Blended         Value
                         Funds          Funds          Funds
                         -----          -----          -----
          Large
          Companies      +34.8%         +23.7%         +12.0%

          Mid-Size
          Companies      +17.8%         + 9.1%         + 0.5%

          Small
          Companies      + 3.0%         - 5.5%         - 6.7%


         *Morningstar  Inc. is a mutual fund  tracking  and  evaluation
         firm based in Chicago. Returns are for domestic general equity
         funds,  as  reported in The New York Times on January 3, 1999,
         reflecting  returns  through  12/31/98.  Boston  Balanced Fund
         falls in a category  Morningstar  titles Domestic Hybrid.  The
         average  Domestic  Hybrid  Fund  increased  by  12.4% in 1998.
         Lipper  Analytical,  the other major firm that  tracks  mutual
         funds,  would  place our Fund in the  Balanced  category.  The
         average  balanced fund tracked by Lipper increased by 13.5% in
         1998. Boston Balanced increased by 19.27%.


         It is important  to note that the  disparity of returns in 1998 for the
different  equity  styles  outlined in the table above came after three years of
similar,  although less severe, return variances.  The result is that valuations
for stocks that fit into the different  equity  styles are now very skewed.  For
example,  a portfolio of large growth  companies  (which would  include such top
performers  as  Microsoft,  Pfizer and Lucent  Technologies)  would have a price
earnings  ratio of about 40 times earnings and a dividend yield less than 1%. In
contrast,  a high quality  portfolio of companies in the more mature  industries
noted previously would have an average valuation of well under 20 times earnings
and a dividend yield close to 3%. As in past years, several of the equity styles
noted above will significantly outperform others in the future. Therein lies the
challenge.
<PAGE>
         How to proceed? In recent years, Boston Balanced Fund has benefited not
only from an above average allocation to stocks rather than bonds, but also from
a  significant  allocation  (though in hindsight  never  enough) to large growth
companies.  Many of these companies have very positive operating trends, yet now
have  reached  prices  that  strain  all but the  most  optimistic  quantitative
valuation models.  Pfizer is a reasonable example. We have owned the stock since
the Fund's  inception,  during which time its value has  increased by over 400%.
Although sales and earnings have increased over this period, the operating gains
have remained closer to 15% annually.  Accordingly, the valuation has moved from
about 25 times earnings and a little under four times sales in December, 1995 to
roughly 60 times earnings and more than 10 times sales today.  Similar valuation
shifts have  occurred in other large  growth  companies.  Such upward  valuation
adjustments will not continue indefinitely.

         Has the time come to complete a SIGNIFICANT  move out of these types of
stocks and place more assets in lower priced, yet slower-growing  companies?  We
think not,  but over the past six months we began a slow,  gradual  movement  to
lower-valued  stocks.  Thus far, the  performance  of the Fund has been modestly
hindered, not helped, by such a shift. In part, the gradual movement represented
our  preference to retain a more neutral blend of equity styles in the portfolio
given our awareness  that, in time,  the recent trends  between growth and value
and large and small  companies  will  reverse.  In the months  ahead,  we do not
anticipate moving significantly more equity assets to value stocks until we have
greater confidence that we are about to enter a period of faster economic growth
that is  accompanied  by an  acceleration  in corporate  profits.  Value stocks,
particularly those of companies operating in economically  sensitive industries,
tend to perform better in such environments.  In the interim,  the primary risks
in highly  valued  stocks are sales and earnings  disappointments  in individual
companies.  As always,  we will strive to reduce  investments where such risk is
greatest.  Please refer to the attached  Fund summary for a complete  listing of
the specific holdings in the Fund as of year end.

         A final  note.  Many of you may have read or heard  about the Year 2000
computer  problem.  As the  investment  manager  of your  account,  we are  also
evaluating Year 2000 issues as they relate to your investments.  In that regard,
we are  assessing  the  potential  impact of Year 2000 matters on assets held in
Boston Balanced Fund by reviewing and analyzing  public  disclosures of entities
in which the Fund has an interest.  We will evaluate,  on a regular  basis,  the
significance  of such Year  2000  information  as we would  any other  potential
investment risk, and will make investment decisions we deem prudent.

         On  behalf of all of us at United  States  Trust,  I thank you for your
continued  confidence  in our services and extend our best wishes for a healthy,
prosperous  and  peaceful  1999.  Please  feel free to  contact  either me or my
colleagues at (617) 726-7252  should you have any questions about our investment
views or your account.

Sincerely,

/s/ Domenic Colasacco
- ----------------------------
Domenic Colasacco
Portfolio Manager and President,
United States Trust Company of Boston
<PAGE>
                              BOSTON BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
      Shares    COMMON STOCKS: 67.8%                                Market Value
- --------------------------------------------------------------------------------
                COMMUNICATION SERVICES: 7.0%
      40,000    AT&T Corp..........................................  $ 3,010,000
      15,000    Aliant Communications, Inc.........................      613,125
      40,000    Ameritech Corp.....................................    2,535,000
      70,000    BellSouth Corp.....................................    3,491,250
                                                                     -----------
                                                                       9,649,375
                                                                     -----------

                CONSUMER CYCLICALS: 8.4%
      25,000    Costco Companies, Inc.*............................    1,804,688
      50,000    Ford Motor Company.................................    2,934,375
      40,000    Gannett Company, Inc...............................    2,647,500
      25,000    Johnson Controls, Inc..............................    1,475,000
      75,000    Leggett & Platt, Inc...............................    1,650,000
      30,000    The McClatchy Company, Class A.....................    1,061,250
                                                                     -----------
                                                                      11,572,813
                                                                     -----------

                CONSUMER PRODUCTS: 8.1%
      50,000    American Greetings Corp., Class A..................    2,053,125
      15,000    Anheuser-Busch Companies, Inc......................      984,375
      10,000    Gillette Company...................................      483,125
      25,000    Procter & Gamble Company...........................    2,282,812
     100,000    Sysco Corp.........................................    2,743,750
      35,000    Walt Disney Company................................    1,050,000
      17,000    William Wrigley, Jr. Company.......................    1,522,562
                                                                     -----------
                                                                      11,119,749
                                                                     -----------

                ENERGY AND RESOURCES: 2.8%
      10,000    Amoco Corp.........................................      603,750
      10,000    Atlantic Richfield Company.........................      652,500
      35,000    Exxon Corp.........................................    2,559,375
                                                                     -----------
                                                                       3,815,625
                                                                     -----------

                FINANCE: 10.9%
      25,000    BankAmerica Corp...................................    1,503,125
      75,000    BankBoston Corp....................................    2,920,313
      25,000    Chubb Corp.........................................    1,621,875
      40,000    Cincinnati Financial Corp..........................    1,465,000
      25,000    Federal National Mortgage Association..............    1,850,000
      30,000    First Virginia Banks, Inc..........................    1,410,000

                                                                               5
<PAGE>
                              BOSTON BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- --------------------------------------------------------------------------------

                FINANCE, CONTINUED
      80,000    T. Rowe Price Associates, Inc......................  $ 2,740,000
       7,500    Wachovia Corp......................................      655,781
      15,000    Wilmington Trust Corp..............................      924,375
                                                                     -----------
                                                                      15,090,469
                                                                     -----------
                HEALTH CARE: 12.3%
      65,000    Becton, Dickinson and Company......................    2,774,688
      32,000    Johnson & Johnson..................................    2,684,000
      35,000    Medtronic, Inc.....................................    2,598,750
      12,000    Merck & Company, Inc...............................    1,772,250
      28,000    Pfizer Inc.........................................    3,512,250
      65,000    Schering-Plough Corp...............................    3,591,250
                                                                     -----------
                                                                      16,933,188
                                                                     -----------
                INDUSTRIAL MATERIALS: 0.1%
       5,000    Sigma-Aldrich Corp.................................      146,875

                PRODUCER PRODUCTS: 5.7%
      45,000    Donaldson Company, Inc.............................      933,750
      45,000    Emerson Electric Company...........................    2,815,313
      20,000    Grainger, W.W., Inc................................      832,500
       5,000    Hubbell Inc., Class A..............................      190,312
      15,000    Hubbell Inc., Class B..............................      570,000
      40,000    Illinois Tool Works, Inc...........................    2,320,000
       5,000    Precision Castparts Corp...........................      221,250
                                                                     -----------
                                                                       7,883,125
                                                                     -----------
                TECHNOLOGY: 11.6%
      15,000    Applied Materials, Inc.*...........................      640,312
      15,000    Automatic Data Processing, Inc.....................    1,202,813
       5,000    Cisco Systems, Inc.*...............................      464,062
      15,000    Hewlett-Packard Company............................    1,024,687
      12,500    Intel Corp.........................................    1,482,031
      15,000    International Business Machines, Inc...............    2,771,250
      27,500    Lucent Technologies, Inc...........................    3,025,000
      25,000    Microsoft Corp.*...................................    3,467,188
      17,000    Xerox Corp.........................................    2,006,000
                                                                     -----------
                                                                      16,083,343
                                                                     -----------

6
<PAGE>
SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
      Shares                                                        Market Value
- --------------------------------------------------------------------------------
                TRANSPORTATION: 0.9%
      10,000    AMR Corp.*.........................................  $   593,750
      12,500    Delta Air Lines, Inc...............................      650,000
                                                                     -----------
                                                                       1,243,750
                                                                     -----------
Total Common Stocks (cost $58,699,005).............................   93,538,312
                                                                     -----------

Principal
Amount          CORPORATE BONDS: 10.9%
- --------------------------------------------------------------------------------
  $1,000,000    Albertson's Inc., 6.66%, 7/21/2008.................    1,075,019
     925,000    American Home Products, 7.90%, 2/15/2005...........    1,047,624
     300,000    Atlantic Richfield Company, 8.50%, 4/1/2012........      372,737
     500,000    Eaton Corp., 8.90%, 8/15/2006......................      593,479
     425,000    Ford Motor Credit Corp., 7.75%, 11/15/2002.........      456,529
     300,000    Ford Motor Credit Corp., 6.625%, 6/30/2003.........      311,393
   1,000,000    Ford Motor Credit Corp., 7.20%, 6/15/2007..........    1,103,184
   1,000,000    General Electric Capital Corp., 7.375%, 9/15/2004..    1,090,208
   1,000,000    General Electric Capital Corp., 8.30%, 9/20/2009...    1,205,190
     825,000    General Motors Acceptance Corp., 9.625%, 12/15/2001      918,246
     300,000    General Motors Acceptance Corp., 8.50%, 1/1/2003...      329,717
     500,000    Honeywell, Inc., 7.00%, 3/15/2007..................      549,630
   1,000,000    International Lease, 8.25%, 1/15/2000..............    1,027,021
   1,000,000    Leggett & Platt, Inc., 7.185%, 4/24/2002...........    1,048,334
     500,000    Leggett & Platt, Inc., 6.25%, 9/9/2008.............      513,065
   1,000,000    Paccar Financial Corp., 6.12%, 4/17/2000...........    1,006,546
   1,000,000    Procter & Gamble, 5.25%, 9/15/2003.................    1,008,922
     300,000    Sears, Roebuck and Company, 9.46%, 6/20/2000.......      315,245
     375,000    Sysco Corp., 6.50%, 6/15/2005......................      398,169
     400,000    Unum Corp., 5.88%, 10/15/2003......................      400,771
     300,000    Weyerhaeuser Company, 7.25%, 7/1/2013 .............      333,544
                                                                     -----------
                Total Corporate Bonds (cost $14,592,635)...........   15,104,573
                                                                     -----------

                                                                              7
<PAGE>
                              BOSTON BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Principal       U.S. GOVERNMENT AND GOVERNMENT AGENCY
Amount          OBLIGATIONS: 17.2%                                 Market Value
- --------------------------------------------------------------------------------
   $ 400,000    FFCB, 4.85%, 11/4/2003...........................  $    393,206
   2,000,000    FFCB, 5.39%, 9/15/2004...........................     2,017,576
   2,000,000    FFCB, 5.801%, 6/17/2005..........................     2,074,310
     600,000    FFCB, 6.20%, 11/30/2009..........................       640,502
   3,000,000    FHLB, 5.55%, 8/17/2000...........................     3,026,373
     500,000    FHLB, 6.24%, 11/18/2002..........................       504,029
   1,500,000    FHLB, 7.015%, 9/25/2006..........................     1,671,930
   4,000,000    FHLB, 6.185%, 5/6/2008...........................     4,245,324
   3,000,000    FNMA, 4.75%, 12/21/2000..........................     2,986,875
   1,000,000    FNMA, 8.25%, 10/12/2004..........................     1,024,406
   4,000,000    U.S. Treasury Bond, 7.50%, 11/15/2016............     4,975,000
     250,000    U.S. Treasury Note, 9.125%, 5/15/1999............       253,984
                                                                   ------------
                Total U.S. Government and Government Agency        
                Obligations (cost $23,161,606) ..................    23,813,515
                                                                   ------------

                SHORT-TERM INVESTMENT: 4.3%
- --------------------------------------------------------------------------------
   6,004,170    SEI Daily Income Government Fund II
                (cost $6,004,170)................................     6,004,170
                                                                   ------------
                Total Investment in Securities
                (cost $102,457,416+): 100.2%.....................   138,460,570
                Liabilities in excess of Other Assets: (0.2%)....      (282,038)
                                                                   ------------
                TOTAL NET ASSETS: 100.0% ........................  $138,178,532
                                                                   ============


*Non-income producing security.

+ At December 31, 1998,  the cost of securities for Federal tax purposes was the
same  as  the  basis  for  financial  reporting.   Unrealized  appreciation  and
depreciation of securities were as follows:

                Gross unrealized appreciation....................  $ 36,935,982
                Gross unrealized depreciation....................      (932,828)
                                                                   ------------
                  Net unrealized appreciation....................  $ 36,003,154
                                                                   ============

See accompanying Notes to Financial Statements.

8
<PAGE>
                              BOSTON BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
  Investments in securities, at value (cost $102,457,416).......... $138,460,570
    Receivables:
    Fund shares sold...............................................      103,900
    Dividends and interest ........................................      639,221
    Prepaid expenses and other assets..............................       19,686
                                                                    ------------
    Total assets ..................................................  139,223,377
                                                                    ------------

LIABILITIES
  Payables:
    Advisory fees..................................................       85,261
    Administration fee.............................................       11,398
    Securities purchased...........................................      860,157
    Fund shares redeemed...........................................       51,200
    Accrued expenses ..............................................       36,829
                                                                    ------------
    Total liabilities..............................................    1,044,845
                                                                    ------------

NET ASSETS ........................................................ $138,178,532
                                                                    ============

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($138,178,532/4,787,879 shares outstanding; unlimited number
  of shares authorized without par value) .........................       $28.86
                                                                    ============

COMPONENTS OF NET ASSETS
  Paid-in capital ................................................. $101,568,354
  Undistributed net investment income..............................      131,198
  Undistributed net realized gain on investments...................      475,826
  Net unrealized appreciation on investments.......................   36,003,154
                                                                    ------------
    Net assets .................................................... $138,178,532
                                                                    ============
See accompanying Notes to Financial Statements.                     

                                                                               9
<PAGE>
                              BOSTON BALANCED FUND

STATEMENT OF OPERATIONS - FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
  Income
    Interest ....................................................... $ 1,239,998
    Dividends ......................................................     605,525
    Other income....................................................       2,827
                                                                     -----------
      Total income .................................................   1,848,350
                                                                     -----------

  Expenses
    Advisory fees ..................................................     470,466
    Administration fee..............................................      62,729
    Fund accounting fees............................................      25,349
    Custody fees....................................................       9,906
    Audit fees .....................................................       7,815
    Trustee fees....................................................       6,453
    Miscellaneous...................................................       4,973
    Transfer agent fees.............................................       4,883
    Registration fees...............................................       4,537
    Legal fees .....................................................       2,521
    Reports to shareholders.........................................       1,765
    Insurance ......................................................       1,547
                                                                     -----------
      Total expenses................................................     602,944
                                                                     -----------
      NET INVESTMENT INCOME  .......................................   1,245,406
                                                                     -----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
    Net realized gain from security transactions ...................   2,170,851
    Net change in unrealized appreciation on investments ...........   2,468,796
                                                                     -----------
      Net realized and unrealized gain on investments ..............   4,639,647
                                                                     -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....... $ 5,885,053
                                                                     ===========

See accompanying Notes to Financial Statements.

10
<PAGE>
                              BOSTON BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS
                                                    Six Months          Year
                                                      Ended            Ended
                                               December 31, 1998#  June 30, 1998
                                               ------------------  -------------
INCREASE IN NET ASSETS FROM:
OPERATIONS
  Net investment income......................   $  1,245,406       $  1,807,541
  Net realized gain from security                                  
    transactions ............................      2,170,851          3,852,396
  Net change in unrealized appreciation                            
    on investments. .........................      2,468,796         17,971,318
                                                ------------       ------------
  NET INCREASE IN NET ASSETS RESULTING                             
    FROM OPERATIONS .........................      5,885,053         23,631,255
                                                ------------       ------------
                                                                   
DISTRIBUTIONS TO SHAREHOLDERS                                      
  Net investment income......................     (2,187,509)        (1,584,936)
  Net realized gain from security                                  
    transactions.............................     (4,866,093)        (1,549,116)
                                                ------------       ------------
  NET DISTRIBUTIONS TO SHAREHOLDERS .........    ( 7,053,602)        (3,134,052)
                                                ------------       ------------
                                                                   
CAPITAL SHARE TRANSACTIONS                                         
  Net increase in net assets derived                               
    from net change in outstanding                                 
    shares (a)...............................     17,406,432         19,409,973
                                                ------------       ------------
  TOTAL INCREASE IN NET ASSETS ..............     16,237,883         39,907,176
                                                                   
NET ASSETS                                                         
  Beginning of period........................    121,940,649         82,033,473
                                                ------------       ------------
END OF PERIOD ...............................   $138,178,532       $121,940,649
                                                ============       ============
                                                        
(a) A summary of capital shares transactions is as follows:

                                   Six Months Ended           Year Ended
                                  December 31, 1998#         June 30, 1998
                                ---------------------   -----------------------
                                  Shares      Value       Shares        Value
                                  ------      -----       ------        -----
Shares sold ...................  498,802  $14,324,077     656,792   $24,300,384
Shares issued in reinvestment 
  of distributions ............  253,300    7,041,748   2,801,048     3,134,052
Shares redeemed ............... (139,319)  (3,959,393)   (147,984)   (8,024,463)
                                --------  -----------   ---------   -----------
Net increase ..................  612,783  $17,406,432   3,309,856   $19,409,973
                                ========  ===========   =========   ===========

#Unaudited.

See accompanying Notes to Financial Statements.
<PAGE>
                              BOSTON BALANCED FUND
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
                                          Six Months          Year             Year       December 1, 1995
                                             Ended            Ended            Ended          through
                                     December 31, 1998#  June 30, 1998++  June 30, 1997++  June 30, 1996++
                                     ------------------  ---------------  ---------------  ---------------
<S>                                       <C>                 <C>              <C>              <C>
Net asset value, beginning of period .... $ 29.21             $23.70           $19.31           $18.41
                                          -------             ------           ------           ------
Income from investment operations:
   Net investment income ................    0.26               0.46             0.47             0.25
   Net realized and unrealized gain
    on investments ......................    0.97               5.94             4.36             0.69
                                          -------             ------           ------           ------
Total from investment operations ........    1.23               6.40             4.83             0.94
                                          -------             ------           ------           ------
Less distributions:
   From net investment income ...........   (0.49)             (0.45)           (0.44)           (0.04)
   From net capital gains ...............   (1.09)             (0.44)             -0-              -0-
                                          -------             ------           ------           ------
Total distributions .....................   (1.58)             (0.89)           (0.44)           (0.04)
                                          -------             ------           ------           ------
Net asset value, end of period .......... $ 28.86             $29.21           $23.70           $19.31
                                          =======             ======           ======           ======

Total return ............................    4.42%             27.55%           25.40%            5.14%

Ratios/supplemental data:
Net assets, end of period (millions) .... $ 138.2             $121.9            $82.0            $61.8

Ratio of expenses to average net assets:
   Before expense reimbursement .........    0.96%+             1.00%            1.02%            1.00%+
   After expense reimbursement ..........    0.96%+             1.00%            1.00%            1.00%+

Ratio of net investment income to
  average net assets:
   Before expense reimbursement .........    1.98%+             1.85%            2.24%            2.43%+
   After expense reimbursement ..........    1.98%+             1.85%            2.25%            2.43%+


Portfolio turnover rate .................   10.26%             22.71%           30.78%           17.69%
</TABLE>

*Commencement of operations.

+Annualized.

++Per share data has been  restated  to give effect to a 4-for-1  stock split to
shareholders of record as of the close of business on January 9, 1998.

#Unaudited.
See accompanying Notes to Financial Statements.

12
<PAGE>
                              BOSTON BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

         The Boston Balanced 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 December 1,
1995. The investment  objective of the Fund is to seek long-term  capital growth
and income through an  actively-managed  portfolio of stocks,  bonds,  and money
market  instruments.  Prior to January 5, 1998, the Fund was known as the Boston
Managed Growth Fund.

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 ask price)  until the 60th day prior to maturity,
           and are 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.

      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.

                                                                              13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

         For the six months ended December 31, 1998, United States Trust Company
of Boston (the "Advisor") provided the Fund with investment  management services
under an Investment  Advisory  Agreement.  The Advisor  furnished all investment
advice, office space, facilities,  and most of the personnel needed by the Fund.
As compensation  for its services,  the Advisor was entitled to a monthly fee at
the annual rate of 0.75%  based upon the  average  daily net assets of the Fund.
For the six months  ended  December  31,  1998,  the Fund  incurred  $470,466 in
Advisory fees.

      The Fund is responsible  for its own operating  expenses.  The Advisor has
agreed to reduce fees payable to it by the Fund to the extent necessary to limit
the Fund's aggregate  annual operating  expenses to 1.00% of average net assets.
         Any such  reductions  made by the  Advisor in its fees or  payments  or
reimbursement
of expenses which are the Fund's  obligation may be subject to  reimbursement by
the  Fund  within  three  years  provided  the  Fund  is  able  to  effect  such
reimbursement and remain in compliance with any applicable limitations.

         The  Advisor,  which is a  Massachusetts-chartered  banking  and  trust
company,  acts as the Fund's  Custodian and Transfer Agent under the Custody and
Transfer Agency  Agreements with the Fund. For the six months ended December 31,
1998, the Fund incurred  $9,906 and $4,883 in Custody and Transfer  Agency fees,
respectively.

         Investment Company Administration, L.L.C. (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 an annual fee
equal to the  greater of 0.10% of average  net  assets or  $30,000.  For the six
months ended  December 31, 1998,  the Fund  incurred  $62,729 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 U.S. Government  obligations and short-term  investments,  for the six
months ended December 31, 1998, were $14,692,697 and $6,586,365, respectively.

         For the six months ended  December 31, 1998,  the cost of purchases and
the proceeds from sales of U.S.  Government  obligations,  excluding  short-term
securities, were $12,212,412 and $5,502,016, respectively.

14
<PAGE>
                      Advisor, Custodian and Transfer Agent

                      United States Trust Company of Boston
                                 40 Court Street
                                Boston, MA 02108
                                 (617) 726-7250

                                        +

                                   Distributor

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

                                        +

                                    Auditors

                                Ernst & Young LLP
                            725 South Figueroa Street
                              Los Angeles, CA 90017

                                        +

                                  Legal Counsel

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





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

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


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