PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 2000-09-08
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                      [US GLOBAL LEADERS GROWTH FUND LOGO]



















                                  ANNUAL REPORT
                               For the Year Ended
                                  June 30, 2000
<PAGE>
                      [US GLOBAL LEADERS GROWTH FUND LOGO]


July 3, 2000

Dear Fellow Long Term Investor:

The  following  summarizes   investment   performance  for  our  Fund  including
comparisons with the S&P 500 Index:

                                                                   INCEPTION
                                             YEAR TO     YEAR      9/30/95 TO
                                              DATE      ENDING       6/30/00
                                             6/30/00    6/30/00   (ANNUALIZED)
                                             -------    -------   ------------
U.S. GLOBAL LEADERS GROWTH FUND               1.42%       2.81%       22.97%
U.S. GLOBAL LEADERS (AFTER-TAX)               1.42        2.81        22.88
S&P 500 Index                                -0.47        7.24        23.22

The  market  is  less  crazy  than  it was at the  time  of my  last  Letter  to
Shareholders  in  early  January.  Indeed,  it now  appears  that a  significant
shakeout is underway among dot-com  companies.  Market  participants  are having
second thoughts about their previous tolerance of no-earnings-in-sight  business
plans combined with out-of-sight stock valuations.  However, some of the flow of
funds out of  internet  issues  have  migrated  into the best of the  technology
stories  --  exacerbating  their  already  la-la  land  valuations.  Thus,  some
significant imbalances in the stock market remain. There is a saying: "For every
complex  problem  there is a  simple  solution...and  it is  wrong!"  Two  gross
oversimplifications   are  currently  distorting  stock  valuations  and  market
leadership:  1) buy the "new  economy";  sell the "old economy," and 2) when the
Fed stops tightening, the whole market will come roaring back.

It is indisputable that a surge of technological innovation has been importantly
responsible for the strong and sustained  economic  expansion  without inflation
that has been  underway  since 1990.  What CAN be  challenged  is the  prevalent
notion that being a fast growing provider of technological products and services
comes with a passport  to high rates of  sustainable  EARNINGS  growth.  History
records otherwise. The flip side of rapid technological innovation and growth is
rapid  technological  obsolescence  and  decline.  Only  a  tiny  percentage  of
technology  enterprises  have  been able to  sustain  high  profitability  for a
meaningful  length  of time.  And most of those  were  able to do so only  while

2
<PAGE>
enjoying  monopoly or near monopoly  status.  Microsoft was sold over a year ago
not  because we had any inkling  that they would be charged  with abuse of their
monopoly position in personal computer  software,  but rather because we doubted
the  company  could  achieve a similar  monopoly  over the  internet.  (The most
successful   investors  in  technology  have  been  adept  buyers  and  sellers,
skillfully  exploiting  relatively  short windows of opportunity.  That style of
investing  is quite  different  from our  approach - building a core  holding of
sustainable  global  growth  franchises  -- with tax  efficiency as an important
byproduct of our approach for the taxable investor.)

While we dismiss as nonsense the concept that  "technology  is the ONLY place to
be for the future" and are even skeptical that at current valuation levels it is
generally an attractive place to be, we do spend a great deal of research effort
to ensure that technological trends are friends and not threats to our portfolio
companies.  We  take  very  seriously  the  fact  that  the  internet  has  been
characterized as "Darwinism on Steroids." We are satisfied that at this juncture
neither the basic business  plans of the portfolio  companies are threatened nor
their growth rates undermined.  Indeed,  each of the current portfolio companies
is utilizing  technological  innovation (including use of the internet) to lower
their costs  and/or to expand  their  sales  reach.  Thus far, we believe  their
adoption of so-called new economy  techniques  has  solidified  or  strengthened
their dominant positions in their respective global growth markets.

The second  oversimplification  dominating market thinking relates to the notion
that once the  Federal  Reserve  stops  tightening  that the punch  bowl will be
returned  to the only  real  party  that was  taking  place,  and new  levels of
intoxication  will be  reached.  Don't  believe  it.  The  Fed  will  only  stop
tightening  when the economy  slows.  Of course,  when the economy  decelerates,
corporate  profit growth in the aggregate  also softens -- including the durable
goods sector where technology reigns supreme. The universe of companies that are
able to sustain superior growth in a slowing economy will inevitably shrink. And
if history repeats, we believe the shares of such companies, which comprise U.S.
Global Leaders Growth Fund, will regain their price premiums.  Once again we can
reaffirm  our belief that the  portfolio  companies  collectively  are likely to
maintain  their  earnings  growth at close to 20  percent  over the  foreseeable
future.  As providers of consumable goods and services that need to be replaced,
they are not  dependent  on a rapidly  growing  U.S.  economy.  Furthermore  the
earnings  growth for most of our  "Global  Leaders" is coming  importantly  from
their  international  operations  where economic  conditions  are improving.  We
believe being  well-entrenched in Europe, Japan, Asia and Latin America -- which
are now in an  upswing  after  two  years  or so of  slack  to  severe  business
conditions -- will be a boost rather than a drag.  Also, the degree to which the
strong dollar has dented the sales and earnings of our  multinational  companies
should, at the very least, diminish and possibly become a positive. It is hardly

                                                                               3
<PAGE>
a stretch to believe that strong  positive  earnings  prospects  for our "Global
Leaders"  both on an absolute and  relative  basis,  coupled  with  historically
attractive  valuations,  will  translate  once  again into  superior  investment
performance.

I  encourage   you  to   periodically   visit  the  Fund's   internet   website:
WWW.USGLOBALLEADERS.COM.  The homepage  for our site is a monthly  update of the
Fact Sheet on the Fund, which shows current  holdings,  recent  performance with
relevant  comparisons and other important data.  Also,  shareholders  can review
their  account  holdings and  transaction  information  as well as the daily NAV
history of the Fund by selecting "View  Shareholder  Account  Information"  (the
last choice on the left side of the page).  Passwords  are not necessary to view
this information.  However, the nine-digit shareholder account number (excluding
the "00"  sub-account)  must be  provided as well as the last four digits of the
social security number or tax ID associated with the account.

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

Cordially,

/s/ George M. Yeager

George M. Yeager

"PATIENCE IS THE COMPANION OF WISDOM." St. Augustine

                         U.S. GLOBAL LEADERS GROWTH FUND
                        Value of $10,000 vs S&P 500 Index

                           Average Annual Total Return
                           Period Ended June 30, 2000
                 1 Year................................... 2.81%
                Since Inception (9/29/95)................ 22.97%

                               U.S. Global Leaders        S&P 500 Index
                                  Growth Fund                w/inc.
                                  -----------                ------
            9/29/95                  10,000                  10,000
           12/31/95                  10,673                  10,599
            3/31/96                  11,313                  11,170
            6/30/96                  12,083                  11,663
            9/30/96                  13,004                  12,029
           12/31/96                  13,143                  13,035
            3/31/97                  13,638                  13,381
            6/30/97                  16,469                  15,712
            9/30/97                  17,773                  16,891
           12/31/97                  18,461                  17,382
            3/31/98                  21,766                  19,805
            6/30/98                  22,595                  20,447
            9/30/98                  18,825                  18,418
           12/31/98                  24,365                  22,349
            3/31/99                  25,598                  23,453
            6/30/99                  25,932                  25,109
            9/30/99                  23,121                  23,540
           12/31/99                  26,285                  27,043
            3/31/00                  26,245                  27,662
            6/30/00                  26,660                  26,926

Past performance is not predictive of future performance.

The  S&P  500  Index  is a  broad  market-weighted  average  of  U.S.  blue-chip
companies. The index is unmanaged and returns include reinvested dividends.

4
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000

SHARES                                                                 VALUE
--------------------------------------------------------------------------------
COMMON STOCKS: 98.1%

BEVERAGES: 5.1%
 76,600 Coca-Cola Co. (The) ......................................  $  4,399,712
                                                                    ------------
BUSINESS & INFORMATION SERVICES: 3.8%
 62,200 Automatic Data Processing, Inc. ..........................     3,331,587
                                                                    ------------
ENTERTAINMENT & LODGING: 5.7%
137,400 Marriott International, Inc. - Class A ...................     4,954,987
                                                                    ------------
FINANCIAL SERVICES: 7.7%
 20,000 American Express Co. .....................................     1,042,500
 53,050 State Street Corp. .......................................     5,626,616
                                                                    ------------
                                                                       6,669,116
                                                                    ------------
FOOD SERVICES: 11.3%
114,000 McDonald's Corp. .........................................     3,754,875
159,360 Starbucks Corp.* .........................................     6,085,560
                                                                    ------------
                                                                       9,840,435
                                                                    ------------
FOODS: 3.0%
 32,100 Wm. Wrigley, Jr. Co. .....................................     2,574,019
                                                                    ------------
HEALTH PRODUCTS: 8.8%
 59,100 Abbott Laboratories ......................................     2,633,644
 49,600 Johnson & Johnson ........................................     5,053,000
                                                                    ------------
                                                                       7,686,644
                                                                    ------------
HOUSEHOLD PRODUCTS: 3.1%
 44,700 Colgate-Palmolive Co. ....................................     2,676,412
                                                                    ------------
INSURANCE: 4.9%
 36,008 American International Group, Inc. .......................     4,230,940
                                                                    ------------
MASS MERCHANDISING: 6.9%
104,313 Wal-Mart Stores, Inc. ....................................     6,011,037
                                                                    ------------
PHARMACEUTICALS: 13.6%
 66,700 Merck & Co., Inc. ........................................     5,110,888
140,100 Pfizer, Inc. .............................................     6,724,800
                                                                    ------------
                                                                      11,835,688
                                                                    ------------
SPECIALTY RETAILING: 16.1%
 94,500 Home Depot, Inc. (The) ...................................     4,719,094
270,625 Staples Inc.* ............................................     4,160,859
 75,435 Tiffany & Company ........................................     5,091,863
                                                                    ------------
                                                                      13,971,816
                                                                    ------------
TECHNOLOGY PRODUCTS - DIRECT SALES & SERVICES: 4.3%
 76,000 Dell Computer Corp.* .....................................     3,747,750
                                                                    ------------
TOILETRIES: 3.8%
 95,392 Gillette Company (The) ...................................     3,332,758
                                                                    ------------
TOTAL COMMON STOCKS (cost $54,411,250)                                85,262,901
                                                                    ------------

                                                                               5
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

SCHEDULE OF INVESTMENT at June 30, 2000 (Continued)

PRINCIPAL
AMOUNT                                                                 VALUE
--------------------------------------------------------------------------------

REPURCHASE AGREEMENT: 3.2%
$2,782,000 Firstar Bank Repurchase Agreement, 4.25%, dated
           06/30/2000, due 07/03/2000, [collaterized by
           $2,837,552 FHLMC ARM, 6.311%, due 09/01/2029]
           (value of proceeds $2,782,985) (cost $2,782,000) ......  $ 2,782,000

TOTAL INVESTMENTS IN SECURITIES
   (cost $57,193,250+): 101.3% ...................................   88,044,901
Liabilities in excess of Other Assets: (1.3)% ....................   (1,131,454)
                                                                    -----------
NET ASSETS: 100.0%                                                  $86,913,447
                                                                    ===========

*    Non-income producing security.

+    At June 30, 2000, the basis of investments  for federal income tax purposes
     was the same as their cost for  financial  reporting  purposes.  Unrealized
     appreciation and depreciation were as follows:

          Gross unrealized appreciation ..........................  $31,174,795
          Gross unrealized depreciation ..........................     (323,144)
                                                                    -----------
          Net unrealized appreciation ............................  $30,851,651
                                                                    ===========

See accompanying Notes to Financial Statements.

6
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES at June 30, 2000

ASSETS
  Investments in securities, at value
    (cost $57,193,250) ...........................................  $88,044,901
  Cash ...........................................................          103
  Receivables:
    Dividends and interest .......................................       62,249
    Fund shares sold .............................................       28,000
  Prepaid expenses ...............................................        8,526
                                                                    -----------
        Total assets .............................................   88,143,779
                                                                    -----------
LIABILITIES
  Payables:
    Securities purchased .........................................    1,093,322
    Due to advisor ...............................................       68,830
    Fund shares redeemed .........................................       30,231
    Administration fees ..........................................       12,615
  Accrued expenses ...............................................       25,334
                                                                    -----------
        Total liabilities ........................................    1,230,332
                                                                    -----------

NET ASSETS .......................................................  $86,913,447
                                                                    ===========
  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
    ($86,913,447/3,296,079 shares outstanding; unlimited number
    of shares authorized without par value).......................  $     26.37
                                                                    ===========
COMPONENTS OF NET ASSETS
  Paid-in capital ................................................  $61,278,908
  Accumulated net realized loss on investments ...................   (5,217,112)
  Net unrealized appreciation on investments .....................   30,851,651
                                                                    -----------
        Net assets ...............................................  $86,913,447
                                                                    ===========

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

STATEMENT OF OPERATIONS For the Year Ended June 30, 2000

INVESTMENT INCOME
  Income
    Dividends ...................................................  $  1,054,617
    Interest ....................................................        73,747
                                                                   ------------
        Total income ............................................     1,128,364
                                                                   ------------
  Expenses
    Advisory fees ...............................................     1,042,045
    Administration fees .........................................       164,270
    Fund accounting fees ........................................        34,646
    Custody fees ................................................        26,369
    Transfer agent fees .........................................        24,752
    Audit fees ..................................................        17,206
    Trustee fees ................................................        15,883
    Registration expense ........................................        15,069
    Reports to shareholders .....................................        10,553
    Miscellaneous ...............................................         5,259
    Insurance expense ...........................................         4,608
    Legal fees ..................................................         3,247
                                                                   ------------
        Total expenses ..........................................     1,363,907
                                                                   ------------
           NET INVESTMENT LOSS ..................................      (235,543)
                                                                   ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investments ..............................    (3,128,940)
  Net unrealized depreciation on investments ....................   (11,006,573)
  Net unrealized appreciation reclassified
    on investments redeemed in-kind (Note 2) ....................    14,689,574
                                                                   ------------
        Net realized and unrealized gain on investments .........       554,061
                                                                   ------------
           NET INCREASE IN NET ASSETS RESULTING FROM
            OPERATIONS...........................................  $    318,518
                                                                   ============

See accompanying Notes to Financial Statements.

8
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS

                                                 YEAR ENDED         YEAR ENDED
                                                JUNE 30, 2000     JUNE 30, 1999
                                                -------------     -------------
INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS
  Net investment loss ......................    $    (235,543)    $    (674,473)
  Net realized loss on investments .........       (3,128,940)       (1,563,910)
  Net unrealized appreciation
    (depreciation) on investments ..........      (11,006,573)       16,808,184
  Net unrealized appreciation
    reclassified on investments
    redeemed in-kind .......................       14,689,574                --
                                                -------------     -------------
    NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS ............          318,518        14,569,801
                                                -------------     -------------

CAPITAL SHARE TRANSACTIONS
  Net increase (decrease) in net assets
    derived from net change in
    outstanding shares (a) .................      (42,357,663)       24,966,391
                                                -------------     -------------
    TOTAL INCREASE (DECREASE) IN
      NET ASSETS ...........................      (42,039,145)       39,536,192

NET ASSETS
  Beginning of year ........................      128,952,592        89,416,400
                                                -------------     -------------
  END OF YEAR ..............................    $  86,913,447     $ 128,952,592
                                                =============     =============

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

                             YEAR ENDED                    YEAR ENDED
                           JUNE 30, 2000                  JUNE 30, 1999
                    ----------------------------   ----------------------------
                       Shares          Value          Shares          Value
                    ------------    ------------   ------------    ------------
Shares sold            1,715,378    $ 42,449,422      1,580,614    $ 37,133,193
Shares redeemed       (3,447,285)    (84,807,085)      (553,186)    (12,166,802)
                    ------------    ------------   ------------    ------------
Net increase
  (decrease)          (1,731,907)   $(42,357,663)     1,027,428    $ 24,966,391
                    ============    ============   ============    ============

See accompanying Notes to Financial Statements.

                                                                               9
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

FINANCIAL HIGHLIGHTS For a capital share throughout each period


<TABLE>
<CAPTION>
                                                                  YEAR ENDED JUNE 30,            SEPTEMBER 29, 1995*
                                                      -----------------------------------------        THROUGH
                                                       2000       1999        1998       1997       JUNE 30, 1996
                                                      -------    -------     -------    -------        -------
<S>                                                   <C>        <C>         <C>        <C>            <C>
Net asset value, beginning of period ..............   $ 25.65    $ 22.35     $ 16.29    $ 12.08        $ 10.00
                                                      -------    -------     -------    -------        -------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss) ....................     (0.07)     (0.13)      (0.07)     (0.04)          0.01
  Net realized and unrealized gain
    on investments ................................      0.79       3.43        6.13       4.39           2.08
                                                      -------    -------     -------    -------        -------
  Total from investment operations ................      0.72       3.30        6.06       4.35           2.09
                                                      -------    -------     -------    -------        -------

LESS DISTRIBUTIONS:
  From net investment income ......................        --         --          --         --          (0.01)
  From net realized gain ..........................        --         --          --      (0.14)            --
                                                      -------    -------     -------    -------        -------
Total distributions ...............................        --         --          --      (0.14)         (0.01)
                                                      -------    -------     -------    -------        -------
Net asset value, end of period ....................   $ 26.37    $ 25.65     $ 22.35    $ 16.29        $ 12.08
                                                      =======    =======     =======    =======        =======

Total return ......................................      2.81%     14.77%      37.20%     36.29%         20.83%++

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (millions) ............   $  86.9    $ 129.0     $  89.4    $  26.9        $   9.0

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
  Before fees waived and
    expenses absorbed .............................      1.31%      1.31%       1.43%      1.87%          2.55%+
  After fees waived and
    expenses absorbed .............................      1.31%      1.31%       1.42%      1.48%          1.48%+

RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS:
  Before fees waived and
    expenses absorbed .............................     (0.23%)    (0.66%)     (0.67%)    (0.79%)        (1.08%)+
  After fees waived and
    expenses absorbed .............................     (0.23%)    (0.66%)     (0.66%)    (0.39%)        (0.01%)+

  Portfolio turnover rate .........................     24.91%     14.27%       4.02%     21.49%          4.91%++
</TABLE>

*  Commencement of operations.
+  Annualized.
++ Not annualized.

See accompanying Notes to Financial Statements.

10
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

     The U.S.  Global  Leaders  Growth  Fund (the  "Fund") is a  non-diversified
series of shares of beneficial  interest of  Professionally  Managed  Portfolios
(the "Trust") which is registered under the Investment  Company Act of 1940 (the
"1940  Act") as an  open-end  management  investment  company.  The  Fund  began
operations on September  29, 1995.  The  investment  objective of the Fund is to
seek growth of capital.  The Fund seeks to achieve its objective by investing in
sustainable growth companies with a global reach.

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 Nasdaq are valued at the last  reported  sale
          price at the close of regular  trading on each day that the  exchanges
          are open for trading;  securities  traded on an exchange or Nasdaq for
          which there have been no sales and other  over-the-counter  securities
          are  valued  at the last  reported  bid  price.  Securities  for which
          quotations  are not readily  available are valued at their  respective
          fair  values as  determined  in good  faith by the Board of  Trustees.
          Short-term  investments  are stated at cost which,  when combined with
          accrued interest, approximates market value.

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

     C.   SECURITY  TRANSACTIONS,  DIVIDEND INCOME AND  DISTRIBUTIONS.  Security
          transactions  are  accounted  for on  the  trade  date.  The  cost  of
          securities  sold is determined on an identified  cost basis.  Dividend
          income  and   distributions   to  shareholders  are  recorded  on  the
          ex-dividend date.

                                                                              11
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH 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.

     E.   RECLASSIFICATION  OF CAPITAL  ACCOUNTS.  The Fund accounts and reports
          for  distribution  to  shareholders  in  accordance  with the American
          Institute of Certified Public Accountant's Statement of Position 93-2:
          DETERMINATION,  DISCLOSURE,  AND FINANCIAL  STATEMENT  PRESENTATION OF
          INCOME,  CAPITAL  AND RETURN OF CAPITAL  DISTRIBUTIONS  BY  INVESTMENT
          COMPANIES.  For the year  ended  June  30,  2000,  the Fund  decreased
          paid-in  capital  by  $235,543  due to  the  Fund  experiencing  a net
          investment  loss during the year.  In addition,  the Fund  distributed
          securities with a market value of $23,948,109 and a cost of $9,258,535
          to shareholders in in-kind  redemptions during the year ended June 30,
          2000. The net unrealized  appreciation of $14,689,574 was reclassified
          to  paid-in   capital.   Net  assets   were  not   affected  by  these
          reclassifications.

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

     For the year  ended June 30,  2000,  Yeager,  Wood &  Marshall,  Inc.  (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 1.00% based upon the  average  daily net assets of the Fund.  For
the year ended June 30, 2000, the Fund incurred $1,042,045 in advisory fees.

     The  Fund is  responsible  for its own  operating  expenses.  However,  the
Advisor has agreed to limit the Fund's total  expenses to not more than 1.39% of
average daily net assets. Any such reductions made by the Advisor in its fees or
payments  or  reimbursement  of  expenses  which are the Fund's  obligation  are
subject to  reimbursement  by the Fund within three years,  provided the Fund is
able to effect such  reimbursement  and remain in compliance with any applicable
expense  limitations  then  in  effect.  The  Advisor  has  agreed  not to  seek
recoupment of the expenses waived for the Fund.

12
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

     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 a monthly fee at
the following annual rate:

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

     For  the  year  ended  June  30,  2000,  the  Fund  incurred   $164,270  in
administration fees.

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

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

NOTE 4 - PURCHASES AND SALES OF SECURITIES

     The cost of purchases and proceeds from the sale of  securities,  excluding
short-term  investments,  for the year ended June 30, 2000, were $25,703,252 and
$69,175,389, respectively.

NOTE 5 - FEDERAL INCOME TAXES

     As of June 30, 2000, the Fund had available for federal income tax purposes
$5,099,522 of unused  capital loss carry  forwards of which $524,262 will expire
in 2006, $1,563,910 will expire in 2007, and $3,011,350 will expire in 2008.

                                                                              13
<PAGE>
                         U.S. GLOBAL LEADERS GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 6 - REPURCHASE AGREEMENTS

     The Fund may enter into repurchase  agreements  with government  securities
dealers  recognized  by the Federal  Reserve  Board,  with  member  banks of the
Federal  Reserve  System or with such other  brokers  or  dealers  that meet the
credit  guidelines  established  by the Board of Trustees.  The Fund will always
receive and maintain,  as collateral,  securities whose market value,  including
accrued  interest,  will be at least equal to 102% of the dollar amount invested
by the  Fund  in each  agreement,  and the  Fund  will  make  payment  for  such
securities  only upon physical  delivery or upon evidence of book entry transfer
to the account of the custodian.  To the extent that any repurchase  transaction
exceeds one business day, the value of the collateral is  marked-to-market  on a
daily basis to ensure the adequacy of the collateral.

     If the seller  defaults  and the value of the  collateral  declines,  or if
bankruptcy proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Fund may be delayed or limited.

14
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Shareholders of
U.S. Global Leaders Growth Fund and
the Board of Trustees of
Professionally Managed Portfolios

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of U.S.  Global  Leaders Growth Fund (the "Fund")
(one  of the  portfolios  constituting  the  series  of  Professionally  Managed
Portfolios),  as of June 30, 2000,  and the related  statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended,  and the  financial  highlights  for each of the
four years in the period then ended,  and for the period from September 29, 1995
(commencement of operations)  through June 30, 1996. These financial  statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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  and financial  highlights.  Our  procedures  included
confirmation of securities owned as of June 30, 2000 by correspondence  with the
custodian  and  brokers.   An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of U.S.
Global  Leaders  Growth Fund as of June 30, 2000,  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 four
years in the period  then  ended,  and for the period  from  September  29, 1995
(commencement  of  operations)   through  June  30,  1996,  in  conformity  with
accounting principles generally accepted in the United States.


                                        /s/ ERNST & YOUNG LLP

Los Angeles, California
July 31, 2000

                                                                              15
<PAGE>
                                    Advisor
                     YEAGER, WOOD & MARSHALL, INCORPORATED
                                630 Fifth Avenue
                            New York, New York 10111
                                 (212) 765-5350

                                  Distributor
                         FIRST FUND DISTRIBUTORS, INC.
                      4455 East Camelback Road, Suite 261E
                             Phoenix, Arizona 85018

                                   Custodian
                     FIRSTAR INSTITUTIONAL CUSTODY SERVICES
                               425 Walnut Street
                             Cincinnati, Ohio 45202

                     Transfer and Dividend Disbursing Agent
                          AMERICAN DATA SERVICES, INC.
                                 P.O. Box 5536
                         Hauppauge, New York 11788-0132

                                    Auditors
                               ERNST & YOUNG LLP
                           725 South Figueroa Street
                         Los Angeles, California 90017

                                 Legal Counsel
                     PAUL, HASTINGS, JANOFSKY & WALKER, LLP
                       345 California Street, 29th Floor
                        San Francisco, California 94104

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

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


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