PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 2000-03-08
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                               [MATRIX FUND LOGO]


                               MATRIX GROWTH FUND

                           MATRIX EMERGING GROWTH FUND











                                  ANNUAL REPORT

                                DECEMBER 31, 1999

<PAGE>
Dear Matrix Shareholders,

     Following  erratic but generally  positive  action for most of 1999,  stock
prices closed out the year with quite a flourish.  During the fourth quarter the
S&P 500  produced  about two  thirds of its 21.0%  gain for the year,  while the
Russell 2000 picked up more than three quarters of its 21.3% rise in the closing
quarter.  For the year the Matrix Growth and Emerging  Growth Funds gained 16.0%
and 29.6%, respectively.

     In many ways the past year was no less  remarkable than the preceding years
of this still vigorous bull market. In several particular aspects, however, 1999
was  absolutely  one of a kind.  While the major stock  indexes  recorded  solid
gains, a bit more than half of the stocks  populating the S&P 500  experienced a
loss for the year. And among the 200 largest technology  companies in the market
as measured by  capitalization  at year end, 57 of these  issues  became  public
companies during the year.  Investors  clearly had a much stronger  appetite for
companies newly arrived on the scene than for the classic growth companies which
had carried the bull market to this point.

     Such  high  optimism  was  encouraged  by a  practically  perfect  economic
environment.  Producer and consumer prices were  essentially  stable,  while the
increased money supply provided by the world's central banks to offset financial
problems  in late 1998 had a very  stimulative  effect.  In the U.S.,  a rapidly
rising  Federal budget surplus is allowing much of this liquidity to be directed
to capital  investment  in the private  sector  which has a powerful  multiplier
effect on economic growth.

     Working   against   these   economic  and  stock  market  themes  were  the
pronouncements  and actions by the policy  makers at the Federal  Reserve  Board
(the  "Fed").  While  giving due  respect  to the  increasing  productivity  and
efficiency  of the U.S.  economy,  the governors of the Fed simply don't believe
the current pace of economic  expansion can be sustained without inflation again
becoming a problem.

     At  mid-year  the Fed  began to  actively  raise  rates and  reduce  system
liquidity and this process continues as we begin the year 2000. One ramification
of this was the worst performance by the U.S. bond market in recent memory,  and
such circumstances  present investors with a vexing dilemma.  Everyone knows one
should run with a bull  market  and not  "fight  the tape",  while it is equally
known that  successive  rate increases from the Federal  Reserve always produces
"three steps and a stumble".

     We believe this  contradiction  will be resolved in the same way the market
discriminated  among stocks in 1999:  companies  with good earnings  growth will
perform relatively better than companies with poor earnings growth. And we doubt
very much that the market will  continue  to be so  extremely  optimistic  about
companies which have no earnings. We believe it will come about that traditional
valuation and other measures used to evaluate  stocks will return to more normal
efficacy.
<PAGE>
         In the near future we believe the small and  mid-capitalization  issues
are likely to have the edge on earnings growth. The fabulous 1999 performance of
emerging  Growth Fund  holdings  like JDS Uniphase  (up 830%) and Applied  Micro
Circuits (up 535%) will not likely be repeated,  but the factors which motivated
such gains are still in place.  We expect the potential 25% earnings growth rate
for  emerging  growth  stocks to be about twice the rate of growth for issues in
the S&P 500.

         Such conditions have caused the managers of large capitalization growth
funds to be  unusually  aggressive  in  pursuing  companies  with high  earnings
growth,  which likely  explains the large  technology  weightings of most mutual
funds at present. For the present this sector is where the earnings are.

         It is a  certainty  that  persistent  tightening  moves by the Fed will
ultimately have a restraining  effect,  and it is also likely that at some point
investors will have raised even the best growing  companies to excessive  market
valuations  and some  combination  of these factors will  precipitate  some long
delayed rotation to alternate stock groups.  This will be a healthy  development
for the continuation of this bull market.

         We would  not rule out that such  rotation  could  happen  in  dramatic
fashion.  The volatility of all markets is highly elevated at present and market
action (similar to the third quarter of 1998) can be literally  spectacular.  By
focusing on the best quality and best performing companies, we believe that both
Matrix  Growth  and  Matrix  Emerging  Growth  should  endure  any  such  market
disturbances with minimum difficulty.

Sincerely,

SENA-WELLER-ROHS-WILLIAMS-INC

2
<PAGE>
                               MATRIX GROWTH FUND
                       Value of $10,000 vs S&P 500 Index


                           Average Annual Total Return
                         Period Ended December 31, 1999
                         ------------------------------
   1 Year                           16.04%
   5 Year                           22.32%
   10 Year                          14.37%

                  Qtr               Fund                S&P
                  ---               ----                ---
                5/14/86            $10,000            $10,000
                6/30/86            $10,000            $10,573
               12/31/86            $10,000            $10,387
                6/30/87            $11,880            $13,237
               12/31/87            $10,080            $10,930
                6/30/88            $10,394            $12,356
               12/31/88             $9,878            $12,744
                6/30/89            $11,655            $14,833
               12/31/89            $13,443            $16,778
                6/30/90            $13,900            $17,315
               12/31/90            $12,837            $16,292
                6/30/91            $14,792            $18,612
               12/31/91            $17,224            $21,253
                6/30/92            $16,044            $21,091
               12/31/92            $18,085            $22,882
                6/30/93            $18,921            $23,967
               12/31/93            $19,757            $25,181
                6/30/94            $18,409            $24,302
               12/31/94            $18,804            $25,502
                6/30/95            $21,111            $30,652
               12/31/95            $23,226            $35,073
                6/30/96            $25,974            $38,596
               12/31/96            $27,391            $43,137
                6/30/97            $32,110            $51,996
               12/31/97            $36,859            $57,521
                6/30/98            $42,475            $67,662
                9/30/98            $37,630            $60,949
               12/31/98            $44,392            $73,956
               12/31/99            $51,512            $85,274

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.

                                                                               3
<PAGE>
                           MATRIX EMERGING GROWTH FUND
              Value of $10,000 vs S&P 500 and Russell 2000 Indexes



                                     Average Annual Total Return
                                   Period Ended December 31, 1999
                                   ------------------------------
   1 Year                                      29.58%
   Since Inception (4/4/95)                    17.01%

                 Qtr              Fund          S&P          Russell
                 ---              ----          ---          -------
                4/4/95           10,000        10,000         10,000
               6/30/95          $10,790       $10,853        $10,913
               9/30/95          $12,350       $11,715        $11,991
              12/31/95          $12,980       $12,419        $12,251
               3/31/96          $13,900       $13,088        $12,876
               6/30/96          $14,490       $13,666        $13,520
               9/30/96          $14,060       $14,094        $13,566
              12/31/96          $14,339       $15,274        $14,272
               3/31/97          $12,789       $15,679        $13,534
               6/30/97          $15,779       $18,411        $15,728
               9/30/97          $18,669       $19,792        $18,069
              12/31/97          $16,718       $20,367        $17,464
               3/31/98          $19,461       $23,206        $19,045
               6/30/98          $18,376       $23,958        $18,324
               9/30/98          $14,087       $21,581        $14,633
              12/31/98          $16,262       $26,186        $17,019
               3/31/99          $15,024       $27,481        $16,096
               6/30/99          $15,450       $29,421        $18,599
               9/30/99          $15,096       $27,582        $17,423
              12/31/99          $21,072       $31,687        $20,636

Past performance is not predictive of future performance.

The Russell 2000 Index is formed by taking the 3,000 largest U.S.  companies and
then  eliminating the largest 1,000 leaving a good small company index.  The S&P
500 is a broad market-weighted average of U.S. blue-chip companies. The indicies
are unmanaged and returns include reinvested dividends.

4
<PAGE>
                               MATRIX GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999
- --------------------------------------------------------------------------------
  Shares  COMMON STOCKS: 94.6%                                         Value
- --------------------------------------------------------------------------------

          CONGLOMERATES:  9.4%
   8,000  General Electric Company                                  $ 1,238,000
                                                                    -----------
          CONSUMER CYCLICAL:  3.0%
  10,000  McDonald's Corp                                               403,125
                                                                    -----------
          CONSUMER NON-CYCLICAL:  10.7%
  14,000  Colgate-Palmolive Company                                     910,000
  12,000  Schering-Plough Corp                                          506,250
                                                                    -----------
                                                                      1,416,250
                                                                    -----------
          COMPUTERS AND SOFTWARE:  8.7%
   5,000  BMC Software, Inc.*                                           399,687
   5,000  Dell Computer Corp.*                                          255,000
   6,000  Intel Corp                                                    493,875
                                                                    -----------
                                                                      1,148,562
                                                                    -----------
          ENERGY:  14.9%
   4,000  BP Amoco Plc                                                  237,250
  20,000  Enron Corp                                                    887,500
  10,561  Exxon Mobil Corporation                                       850,821
                                                                    -----------
                                                                      1,975,571
                                                                    -----------
          FINANCIAL:  5.0%
   4,000  American Express Company                                      665,000
                                                                    -----------
          INSURANCE:  3.3%
   4,000  American International Group, Inc                             432,500
                                                                    -----------
          INTERNET CONTENT:  3.3%
   4,000  At Home Corp.*                                                171,500
   6,000  USWEB Corp.*                                                  266,625
                                                                    -----------
                                                                        438,125
                                                                    -----------
          MEDICAL - DRUGS:  6.7%
  12,000  Biomet, Inc                                                   480,000
   5,000  Warner-Lambert Company                                        409,688
                                                                    -----------
                                                                        889,688
                                                                    -----------

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
                               MATRIX GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
  Shares                                                                Value
- --------------------------------------------------------------------------------

          TECHNOLOGY:  8.8%
  16,400  Automatic Data Processing                                 $   883,550
   5,000  Honeywell International, Inc                                  288,437
                                                                    -----------
                                                                      1,171,987
                                                                    -----------
          TELECOMMUNICATIONS:  20.8%
   7,000  Lucent Technologies, Inc                                      523,687
  12,000  MCI WorldCom, Inc.*                                           636,750
  17,108  SBC Communications, Inc                                       834,015
   6,500  Tellabs, Inc.*                                                417,219
   8,000  Qwest Communications*                                         344,000
                                                                    -----------
                                                                      2,755,671
                                                                    -----------

          Total Common Stocks (cost $5,172,808)                      12,534,479
                                                                    -----------
Principal
 Amount     REPURCHASE AGREEMENT:  5.6%
- --------------------------------------------------------------------------------

$748,000  Firstar Bank Repurchase Agreement, 1.00%,
           dated 12/31/99, due 1/3/00, collateralized
           by $787,297 GNMA, 6.00% - 7.00%, due 9/15/08 -
           4/15/09 (proceeds $748,062) (cost $748,000)                  748,000
                                                                    -----------

          Total Investment in Securities (cost
           $5,920,808+): 100.2%                                      13,282,479
          Liabilities in excess of Other Assets: (0.2)%                 (31,368)
                                                                    -----------
          Total Net Assets:  100.0%                                 $13,251,111
                                                                    ===========

* Non-income producing security.

+ At December  31,1999,  the cost of investments for federal income tax purposes
was the same as for financial reporting purposes.  Gross unrealized appreciation
and depreciation of securities were as follows:

          Gross unrealized appreciation                             $ 7,420,702
          Gross unrealized depreciation                                 (59,031)
                                                                    -----------
                Net unrealized appreciation                         $ 7,361,671
                                                                    ===========

See accompanying Notes to Financial Statements.

6
<PAGE>
                               MATRIX GROWTH FUND


STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1999
- --------------------------------------------------------------------------------

ASSETS
 Investments in securities, at value (cost $5,920,808) ........      $13,282,479
 Cash .........................................................              606
 Receivables:
   Dividends and interest .....................................            4,736
   Fund shares sold ...........................................            6,777
 Prepaid expenses and other assets ............................            2,188
                                                                     -----------
      Total assets ............................................       13,296,786
                                                                     -----------

LIABILITIES
 Payable for Fund shares redeemed .............................            5,424
 Advisory fees ................................................            8,186
 Distribution fees ............................................            8,020
 Accrued expenses .............................................           24,045
                                                                     -----------
      Total liabilities .......................................           45,675
                                                                     -----------

NET ASSETS ....................................................      $13,251,111
                                                                     ===========
 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($13,251,111/790,392 shares outstanding; unlimited
  number of shares authorized without par value) ..............      $     16.77
                                                                     ===========
COMPONENTS OF NET ASSETS
  Paid-in capital .............................................      $ 5,682,666
  Accumulated net realized gain on investments ................          206,774
  Net unrealized appreciation on investments ..................        7,361,671
                                                                     -----------
      Net assets ..............................................      $13,251,111
                                                                     ===========

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                               MATRIX GROWTH FUND


STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Dividends ..................................................    $   128,164
    Interest ...................................................         33,403
                                                                    -----------
       Total income ............................................        161,567
                                                                    -----------
  Expenses
    Advisory fees ..............................................        115,056
    Distribution fees ..........................................         31,960
    Administration fees ........................................         30,000
    Fund accounting fees .......................................         20,066
    Audit fees .................................................         14,497
    Transfer agent fees ........................................         11,189
    Custody fees ...............................................          9,199
    Trustee fees ...............................................          5,343
    Amortization of deferred organization costs ................          4,984
    Legal fees .................................................          4,324
    Reports to shareholders ....................................          3,004
    Registration fees ..........................................          1,310
    Insurance ..................................................            454
    Miscellaneous ..............................................          2,468
                                                                    -----------
       Total expenses ..........................................        253,854
       Less: expenses reimbursed ...............................        (30,134)
                                                                    -----------
       Net expenses ............................................        223,720
                                                                    -----------
         NET INVESTMENT LOSS ...................................        (62,153)
                                                                    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investments .............................      3,819,403
  Net change in unrealized appreciation on investments .........     (1,840,676)
                                                                    -----------
       Net realized and unrealized gain on investments .........      1,978,727
                                                                    -----------
         NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..    $ 1,916,574
                                                                    ===========

See accompanying Notes to Financial Statements.

8
<PAGE>
                               MATRIX GROWTH FUND


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Year Ended           Year Ended
                                                                  December 31, 1999     December 31, 1998
                                                                  -----------------     -----------------
<S>                                                                <C>                    <C>
INCREASE IN NET ASSETS FROM:
OPERATIONS
  Net investment loss ........................................     $    (62,153)          $    (49,739)
  Net realized gain on investments ...........................        3,819,403              1,156,986
  Net change in unrealized appreciation on investments........       (1,840,676)             1,233,028
                                                                   ------------           ------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....        1,916,574              2,340,275
                                                                   ------------           ------------
DISTRIBUTION TO SHAREHOLDERS
  From net realized gain .....................................       (3,722,309)            (1,309,143)
                                                                   ------------           ------------
CAPITAL SHARE TRANSACTIONS
  Net increase (decrease) in net assets derived from
   net change in outstanding shares (a) ......................        1,511,376                (53,812)
                                                                   ------------           ------------

      TOTAL INCREASE (DECREASE) IN NET ASSETS ................         (294,359)               977,320

NET ASSETS
  Beginning of year ..........................................       13,545,470             12,568,150
                                                                   ------------           ------------
  END OF YEAR ................................................     $ 13,251,111           $ 13,545,470
                                                                   ============           ============

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

                                                                 Year Ended                 Year Ended
                                                              December 31, 1999          December 31, 1998
                                                          -----------------------     -----------------------
                                                           Shares         Value        Shares         Value
Shares sold ..........................................     16,166     $   333,555     18,675      $   375,201
Shares issued in reinvestment of distributions .......    221,930       3,668,495     64,225        1,203,586
Shares redeemed ......................................   (120,105)     (2,490,674)   (84,711)      (1,632,599)
                                                         --------     -----------    -------      -----------
Net increase (decrease) ..............................    117,991     $ 1,511,376     (1,811)     $   (53,812)
                                                         ========     ===========    =======      ===========
</TABLE>

See accompanying Notes to Financial Statements.

                                                                               9
<PAGE>
                               MATRIX GROWTH FUND


FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH YEAR
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                               ------------------------------------------------------
                                                1999        1998        1997        1996        1995
                                               ------      ------      ------      ------      ------
<S>                                            <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of year .....       $20.14      $18.64      $15.09      $14.96      $13.45
                                               ------      ------      ------      ------      ------
Income from investment operations:
 Net investment income (loss) ..........        (0.08)      (0.07)      (0.06)      (0.01)       0.10
 Net realized and unrealized gain
  on investments .......................         2.97        3.72        5.24        2.69        3.06
                                               ------      ------      ------      ------      ------
Total from investment operations .......         2.89        3.65        5.18        2.68        3.16
                                               ------      ------      ------      ------      ------
Less distributions:
 From net investment income ............           --          --          --          --       (0.10)
 From net realized gain ................        (6.26)      (2.15)      (1.63)      (2.55)      (1.55)
                                               ------      ------      ------      ------      ------
Total distributions ....................        (6.26)      (2.15)      (1.63)      (2.55)      (1.65)
                                               ------      ------      ------      ------      ------

Net asset value, end of year ...........       $16.77      $20.14      $18.64      $15.09      $14.96
                                               ======      ======      ======      ======      ======

Total return ...........................        16.04%      20.44%      34.57%      17.93%      23.52%

Ratios/supplemental data:
Net assets, end of year (millions) .....       $ 13.3      $ 13.5      $ 12.6      $ 12.1      $ 12.3

Ratio of expenses to average net assets:
 Before expenses waived and reimbursed .         1.98%       2.00%       1.98%       1.99%       1.76%
 After expenses waived and reimbursed ..         1.75%       1.75%       1.75%       1.75%       1.75%

Ratio of net investment income (loss) to
 average net assets:
 Before expenses waived and reimbursed .        (0.72)%     (0.63)%     (0.57)%     (0.33)%      0.47%
 After expenses waived and reimbursed ..        (0.49)%     (0.38)%     (0.34)%     (0.08)%      0.48%

Portfolio turnover rate ................           49%          1%         --          --          27%
</TABLE>

See accompanying Notes to Financial Statements.

10
<PAGE>
                           MATRIX EMERGING GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Shares  COMMON STOCKS: 99.6%                                            Value
- --------------------------------------------------------------------------------

        ADVERTISING SERVICES:  2.4%
1,500   Modem Media Poppe Tyson, Inc.*                               $  105,563
3,500   Snyder Communications, Inc.*                                     67,375
                                                                     ----------
                                                                        172,938
                                                                     ----------
        BROADCASTING RADIO/TV:  4.0%
1,800   Citadel Communications Corp.*                                   116,775
2,000   Radio Unica Corp.*                                               57,750
2,300   Young Broadcasting Corp., Class A*                              117,300
                                                                     ----------
                                                                        291,825
                                                                     ----------
        BUSINESS SERVICES:  4.3%
3,000   HNC Software, Inc.*                                             317,250
                                                                     ----------
        CABLE COMMUNICATIONS:  0.8%
2,000   Insight Communications Co.*                                      59,249
                                                                     ----------
        CHEMICALS:  2.2%
3,000   Cambrex Corp                                                    103,312
1,700   OM Group, Inc                                                    58,544
                                                                     ----------
                                                                        161,856
                                                                     ----------
        COMMERCIAL SERVICES:  2.5%
3,575   NOVA Corp.*                                                     112,836
3,000   Pre-Paid Legal Services, Inc.*                                   72,000
                                                                     ----------
                                                                        184,836
                                                                     ----------
        COMPUTERS AND SOFTWARE:  23.1%
3,375   Advent Software, Inc.*                                          217,477
1,700   BindView Development Corp.*                                      84,469
3,500   Cisco Systems, Inc.*                                            374,937
2,500   Comverse Technology, Inc.*                                      361,875
5,887   Oracle Corp.*                                                   659,712
                                                                     ----------
                                                                      1,698,470
                                                                     ----------
        CONSULTING SERVICES:  1.0%
2,500   Professional Detailing, Inc.*                                    74,844
                                                                     ----------

See accompanying Notes to Financial Statements.

                                                                              11
<PAGE>
                           MATRIX EMERGING GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
  Shares                                                                Value
- --------------------------------------------------------------------------------

        DAY CARE:  1.0%
4,000   Bright Horizons Family Solutions, Inc.*                      $   75,000
                                                                     ----------
        EDUCATIONAL SOFTWARE:  1.8%
4,000   CBT Group Public Ltd.*                                          134,000
                                                                     ----------
        ELECTRONICS:  10.9%
3,000   Applied Micro Circuits Corp.*                                   381,750
1,000   Broadcom Corp., Class A*                                        272,375
2,000   Chartered Semiconductor*                                        146,000
                                                                     ----------
                                                                        800,125
                                                                     ----------
        FINANCIAL SERVICES:  1.7%
3,500   Freedom Securities Corp                                          39,375
1,866   Radian Group, Inc                                                89,102
                                                                     ----------
                                                                        128,477
                                                                     ----------
        HEALTH PRODUCTS/CARE:  0.9%
1,200   United Healthcare Corp                                           63,750
                                                                     ----------
        INDUSTRIALS:  0.8%
4,500   Res-Care, Inc.*                                                  57,375
                                                                     ----------
        INTERNET CONTENT:  4.6%
1,500   Covad Communications Group*                                      83,906
1,800   Deltathree.com, Inc.*                                            46,350
1,500   Digex, Inc.*                                                    103,125
5,000   Rainmaker Systems, Inc.*                                        101,250
                                                                     ----------
                                                                        334,631
                                                                     ----------
        MEDICAL SERVICE AND SUPPLIES:  3.0%
3,500   Express Scripts, Inc., Class A*                                 224,000
                                                                     ----------
        MEDICAL SUPPLIES:  2.2%
3,500   Guidant Corp                                                    164,500
                                                                     ----------

See accompanying Notes to Financial Statements.

12
<PAGE>
                           MATRIX EMERGING GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
  Shares                                                                Value
- --------------------------------------------------------------------------------

        OIL AND GAS PRODUCERS:  2.4%
7,000   Comstock Resources, Inc.*                                    $   19,688
4,500   Cross Timbers Oil Company                                        40,781
5,000   Ocean Energy, Inc.*                                              38,750
6,000   R&B Falcon Corp.*                                                79,500
                                                                     ----------
                                                                        178,719
                                                                     ----------
        OTHER RETAIL:  1.6%
3,125   99 Cents Only Stores*                                           119,531
                                                                     ----------
        PHARMACEUTICALS:  4.9%
4,600   Elan Corp. Plc*                                                 135,700
2,600   Transkaryotic Therapies, Inc.*                                  100,100
3,478   Watson Pharmaceuticals, Inc.*                                   124,556
                                                                     ----------
                                                                        360,356
                                                                     ----------
        SCHOOLS:  1.1%
2,000   Apollo Group, Inc.*                                              40,125
3,000   Sylvan Learning Systems, Inc.*                                   39,000
                                                                     ----------
                                                                         79,125
                                                                     ----------
        TELECOMMUNICATIONS:  21.2%
2,700   Global Crossing Ltd.*                                           135,000
2,200   ITC DeltaCom, Inc.*                                              60,775
4,400   JDS Uniphase Corp.*                                             709,775
3,750   MCI WorldCom, Inc.*                                             198,984
1,500   Metromedia Fiber Network*                                        71,906
1,800   Netro Corp.*                                                     91,800
3,000   RSL Communications, Ltd.*                                        51,375
1,000   Teligent, Inc.*                                                  61,750
1,500   Terayon Communications Systems*                                  94,219
1,500   Tut Systems, Inc.*                                               80,438
                                                                     ----------
                                                                      1,556,022
                                                                     ----------

See accompanying Notes to Financial Statements.

                                                                              13
<PAGE>
                           MATRIX EMERGING GROWTH FUND


SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------
  Shares                                                                Value
- --------------------------------------------------------------------------------

        TRAVEL SERVICES:  1.2%
2,800   Galileo International, Inc                                     $ 83,825
                                                                     ----------

        Total Common Stocks (cost $2,910,741)                         7,320,704
                                                                     ----------

        Total Investments in Securities (cost $2,910,741+): 99.6%     7,320,704
        Other Assets less Liabilities:  0.4%                             28,377
                                                                     ----------
        Total Net Assets: 100.0%                                     $7,349,081
                                                                     ==========

* Non-income producing security.

+ At December 31, 1999, the cost of investments  for federal income tax purposes
was the same as for financial reporting purposes.  Gross unrealized appreciation
and depreciation of securities were as follows:

        Gross unrealized appreciation                                $4,703,679
        Gross unrealized depreciation                                  (293,716)
                                                                     ----------
                Net unrealized appreciation                          $4,409,963
                                                                     ==========

See accompanying Notes to Financial Statements.

14
<PAGE>
                           MATRIX EMERGING GROWTH FUND


STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1999
- --------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $2,910,741) ........    $ 7,320,704
  Cash .........................................................         62,677
  Receivables:
    Fund shares sold ...........................................            713
    Dividends and interest .....................................             45
  Deferred organization costs ..................................          1,778
                                                                    -----------
      Total assets .............................................      7,385,917
                                                                    -----------

LIABILITIES
  Distribution fees ............................................          7,357
  Advisory fees ................................................          3,338
  Accrued expenses .............................................         26,141
                                                                    -----------
      Total liabilities ........................................         36,836
                                                                    -----------

NET ASSETS .....................................................    $ 7,349,081
                                                                    ===========
  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
   ($7,349,081/363,090 shares outstanding; unlimited
   number of shares authorized without par value) ..............    $     20.24
                                                                    ===========
COMPONENTS OF NET ASSETS
  Paid-in capital ..............................................    $ 3,654,823
  Accumulated net realized loss on investments .................       (715,705)
  Net unrealized appreciation on investments ...................      4,409,963
                                                                    -----------
      Net assets ...............................................    $ 7,349,081
                                                                    ===========

See accompanying Notes to Financial Statements.

                                                                              15

<PAGE>
                           MATRIX EMERGING GROWTH FUND


STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

INVESTMENT INCOME
  Income
    Interest ...................................................    $     6,342
    Dividends ..................................................          4,004
                                                                    -----------
      Total income .............................................         10,346
                                                                    -----------
  Expenses
    Advisory fees ..............................................         54,784
    Administration fees ........................................         30,000
    Fund accounting fees .......................................         18,629
    Distribution fees ..........................................         15,218
    Audit fees .................................................         14,397
    Transfer agent fees ........................................         10,850
    Custody fees ...............................................          7,683
    Amortization of deferred organization costs ................          6,001
    Reports to shareholders ....................................          5,517
    Trustee fees ...............................................          4,224
    Legal fees .................................................          3,971
    Insurance ..................................................            510
    Registration fees ..........................................            423
    Miscellaneous ..............................................          2,015
                                                                    -----------
      Total expenses ...........................................        174,222
      Less: expenses waived and reimbursed .....................        (52,252)
                                                                    -----------
      Net expenses .............................................        121,970
                                                                    -----------
            NET INVESTMENT LOSS ................................       (111,624)
                                                                    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investments .............................       (434,762)
  Net change in unrealized appreciation on investments .........      2,131,981
                                                                    -----------
      Net realized and unrealized gain on investments ..........      1,697,219
                                                                    -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...    $ 1,585,595
                                                                    ===========

See accompanying Notes to Financial Statements.

16
<PAGE>
                           MATRIX EMERGING GROWTH FUND


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Year Ended            Year Ended
                                                             December 31, 1999     December 31, 1998
                                                             -----------------     -----------------
<S>                                                         <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
 Net investment loss ................................          $  (111,624)          $  (114,307)
 Net realized loss on investments ...................             (434,762)             (195,449)
 Net change in unrealized appreciation on investments            2,131,981                58,539
                                                               -----------           -----------
      NET INCREASE (DECREASE) IN NET ASSETS RESULTING
       FROM OPERATIONS ..............................            1,585,595              (251,217)
                                                               -----------           -----------
DISTRIBUTION TO SHAREHOLDERS
 From net realized gain .............................                   --              (103,792)
                                                               -----------           -----------
CAPITAL SHARE TRANSACTIONS
 Net increase (decrease) in net assets derived from
  net change in outstanding shares (a) ..............           (1,061,294)              215,079
                                                               -----------           -----------
      TOTAL INCREASE (DECREASE) IN NET ASSETS .......              524,301              (139,930)

NET ASSETS
 Beginning of year ..................................            6,824,780             6,964,710
                                                               -----------           -----------
 END OF YEAR ........................................          $ 7,349,081           $ 6,824,780
                                                               ===========           ===========


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

                                                                Year Ended               Year Ended
                                                             December 31, 1999        December 31, 1998
                                                         -----------------------    ----------------------
                                                          Shares         Value       Shares        Value
                                                          ------         -----       ------        -----
Shares sold .........................................     32,530     $   498,112     59,862     $1,031,630
Shares issued in reinvestment of distribution .......         --              --      3,755         53,016
Shares redeemed .....................................   (106,356)     (1,559,406)   (53,153)      (869,567)
                                                        --------     -----------    -------     ----------
Net increase (decrease) .............................    (73,826)    $(1,061,294)    10,464     $  215,079
                                                        ========     ===========    =======     ==========
</TABLE>

See accompanying Notes to Financial Statements.

                                                                              17
<PAGE>
                           MATRIX EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Year Ended December 31,                April 4, 1995*
                                                    -------------------------------------------         through
                                                    1999           1998        1997        1996     December 31,1995
                                                    ----           ----        ----        ----     ----------------
<S>                                                <C>            <C>         <C>         <C>            <C>
Net asset value, beginning of period........       $15.62         $16.33      $14.24      $12.98         $10.00
                                                   ------         ------      ------      ------         ------
Income from investment operations:
 Net investment loss .......................        (0.31)         (0.26)      (0.21)      (0.18)         (0.03)
 Net realized and unrealized gain
  (loss) on investments.....................         4.93          (0.21)       2.56        1.54           3.01
                                                   ------         ------      ------      ------         ------
Total from investment operations ...........         4.62          (0.47)       2.35        1.36           2.98
                                                   ------         ------      ------      ------         ------
Less distributions:
 From net realized gain ....................           --          (0.24)      (0.26)      (0.10)            --
                                                   ------         ------      ------      ------         ------

Net asset value, end of period .............       $20.24         $15.62      $16.33      $14.24         $12.98
                                                   ======         ======      ======      ======         ======

Total return ...............................        29.58%         (2.72)%     16.58%      10.47%         29.80%

Ratios/supplemental data:
Net assets, end of period (millions)........       $  7.3         $  6.8      $  7.0      $  5.7         $  4.3

Ratio of expenses to average net assets:
 Before expenses waived and reimbursed .....         2.86%          2.70%       2.71%       3.13%          3.43%+
 After expenses waived and reimbursed ......         2.00%          2.00%       2.00%       2.00%          2.00%+

Ratio of net investment loss to average
 net assets:
 Before expenses waived and reimbursed .....        (2.69)%        (2.29)%     (2.19)%     (2.53)%        (1.87)%+
 After expenses waived and reimbursed ......        (1.83)%        (1.59)%     (1.48)%     (1.40)%        (0.43)%+

Portfolio turnover rate ....................           25%            25%         41%         30%            10%
</TABLE>

* Commencement of operations.
+ Annualized.

See accompanying Notes to Financial Statements.

18
<PAGE>
                               MATRIX GROWTH FUND
                           MATRIX EMERGING GROWTH FUND


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

NOTE 1 - ORGANIZATION

     The Matrix  Growth Fund and the Matrix  Emerging  Growth Fund (the "Funds")
are each a 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 a diversified,  open-end management investment company.
The Funds  began  operations  on May 14,  1986 and April 4, 1995,  respectively.
Prior to January 1, 1995,  Matrix Growth Fund was a series of the Gateway Trust,
a family of four no-load, diversified mutual funds. The investment objectives of
the Funds are long-term  growth of capital and long-term  capital  appreciation,
respectively.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting policies consistently
followed by the Funds.  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  sales
          price at the close of regular  trading on the last business day of the
          reporting period; securities traded on an exchange or Nasdaq for which
          there  have been no sales and other  over-the-counter  securities  are
          valued at the last reported bid price. Securities for which quotations
          are not readily  available are valued at their  respective fair values
          as  determined  in good  faith by the  Board of  Trustees.  Short-term
          investments  are stated at cost,  which  when  combined  with  accrued
          interest, approximates market value.

     B.   FEDERAL INCOME TAXES. The Funds intend to comply with the requirements
          of the  Internal  Revenue  Code  applicable  to  regulated  investment
          companies  and to  distribute  all of their  taxable  income  to their
          shareholders.  Therefore, no federal income tax provision is required.
          At  December  31,  1999,  Matrix  Emerging  Growth had a capital  loss
          carryforward  available  to  offset  future  gains of  $633,725  which
          expires in 2007.

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

     D.   DEFERRED  ORGANIZATION  COSTS.  The costs  incurred  by the Funds with
          respect to adopting their current management and trust agreements, and
          initial  organization for Matrix Emerging  Growth,  have been deferred
          and are being amortized using the  straight-line  method over a period
          of five years  commencing  January 1, 1995 for Matrix Growth and April
          4, 1995 for Matrix Emerging Growth.

     E.   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.

                                                                              19

<PAGE>
                               MATRIX GROWTH FUND
                           MATRIX EMERGING GROWTH FUND


NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

     Sena, Weller, Rohs, Williams,  Inc. (the "Advisor") provided the Funds with
investment  management  services  under an Investment  Advisory  Agreement.  The
Advisor furnished all investment advice, office space and certain administrative
services and most of the personnel  needed by the Funds. As compensation for its
services,  the Advisor  receives a monthly fee at the annual rate of 0.90% based
upon the average daily net assets of the Funds up to $50 million per Fund, 0.70%
of the next $50 million and 0.60% of all such assets over $100 million.  For the
year ended  December 31, 1999,  the advisory  fees  incurred  were  $115,056 for
Matrix Growth and $54,784 for Matrix Emerging Growth.

     The  Advisor  has  agreed to  reduce  fees  payable  to it by the Funds and
reimburse other expenses to the extent  necessary to limit the Funds'  aggregate
annual operating expenses,  excluding brokerage  commissions and other portfolio
transaction  expenses,  interest,  taxes, capital expenditures and extraordinary
expenses,  to 1.75% and 2.00% of average  daily net assets for the Matrix Growth
and the Matrix Emerging Growth, respectively,  through December 31, 2000. During
the year ended  December 31, 1999 the Advisor  reimbursed the Funds for expenses
in excess of their  limits in the  amounts  of  $30,134  for  Matrix  Growth and
$52,252 for Matrix Emerging Growth.

     The Funds are responsible for their own operating expenses. The Advisor may
reduce  its  fees or make  reimbursement  to the  Funds  at any time in order to
reduce the Funds' expenses.  Any such reductions made by the Advisor are subject
to  reimbursement  by the Funds  provided  the  Funds  are able to  effect  such
reimbursement  and remain in  compliance  with any expense  limitations  then in
effect.  At December 31, 1999, the aggregate  amount of the Funds'  unreimbursed
expenses were $121,999 and $239,244 for Matrix Growth and Matrix Emerging Growth
Funds,  respectively,  of which, $32,156,  $59,709 and $30,134 are recoupable by
December 31, 2000,  December 31, 2001 and December 31, 2002,  respectively,  for
the Matrix  Growth Fund and  $91,241,  $95,751 and  $52,252  are  recoupable  by
December 31, 2000,  December 31, 2001 and December 31, 2002,  respectively,  for
the Matrix Emerging Growth Fund.

     Investment Company  Administration L.L.C. (the "Administrator") acts as the
Funds'  administrator  under  an  Administration  Agreement.  The  Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Funds;  prepares  reports and  materials  to be  supplied  to the  trustees;
monitors the activities of the Funds' custodian, transfer agent and accountants;
coordinates  the preparation and payment of Fund expenses and reviews the Funds'
expense accruals.  For its services,  the  Administrator  receives a monthly fee
from each Fund at the following annual rate:

     Under $15 million             $30,000
     $15 to $50 million            0.20% of average daily net assets
     $50 to $100 million           0.15% of average daily net assets
     $100 to $150 million          0.10% of average daily net assets
     Over $150 million             0.05% of average daily net assets

     For the year  ended  December  31,  1999,  Matrix  Growth  Fund and  Matrix
Emerging Growth Fund each incurred $30,000 in administration fees.

20
<PAGE>
                               MATRIX GROWTH FUND
                           MATRIX EMERGING GROWTH FUND


NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1999, CONTINUED
- --------------------------------------------------------------------------------

     Reynolds DeWitt Securities Company (the  "Distributor")  acts as the Funds'
principal  underwriter in a continuous public offering of the Funds' shares. The
Distributor is an affiliate of the Advisor.

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

NOTE 4 - DISTRIBUTION PLAN

     The Funds have adopted a Distribution  Plan (the "Plan") in accordance with
Rule 12b-1 under the 1940 Act. The Plan  provides  that the Funds will pay a fee
to the Advisor as  Distribution  Coordinator at an annual rate of up to 0.25% of
the  average  daily net assets of the Funds.  The fee is paid to the  Advisor as
reimbursement    for,   or   in   anticipation   of,   expenses   incurred   for
distribution-related  activity. For the year ended December 31, 1999, the Matrix
Growth Fund and the Matrix  Emerging Growth Fund incurred  distribution  fees of
$31,960 and $15,218, respectively.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

     The cost of purchases and the proceeds from sales of securities, other than
short-term investments,  were $5,699,782 and $7,639,316,  respectively,  for the
Matrix Growth Fund and $1,486,028 and $2,170,113,  respectively,  for the Matrix
Emerging Growth Fund.

NOTE 6 - RETURN OF CAPITAL STATEMENT OF POSITION

     The  Fund  accounts  and  reports  for  distributions  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.  Paid-in  capital,  accumulated  net investment  loss and
accumulated  net realized gain (loss) have been adjusted for permanent  book-tax
differences.  For the year ended  December  31,  1999,  the Matrix  Growth  Fund
decreased  paid-in  capital,  accumulated  net  investment  loss  and  increased
accumulated net realized gain by $65,670, $62,153 and $3,517, respectively.  For
the year ended  December 31, 1999,  the Matrix  Emerging  Growth Fund  decreased
paid-in  capital,  accumulated  net investment loss and accumulated net realized
loss by $113,823, $111,624 and $2,199, respectively.

                                                                              21
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Shareholders and Board of Trustees
Professionally Managed Portfolios

We have  audited the  accompanying  statement of assets and  liabilities  of the
Matrix  Growth Fund and of the Matrix  Emerging  Growth  Fund,  each a series of
shares of the  Professionally  Managed  Portfolios,  including  the schedules of
investments  as of December 31, 1999,  and the related  statements of operations
for the year then ended,  changes in net assets for each of the two years in the
period  then  ended  and the  financial  highlights  for the  periods  indicated
thereon.   These   financial   statements  and  financial   highlights  are  the
responsibility of the Trust'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  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
December 31, 1999, by correspondence with the custodian. Our 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 1999 financial  statements and financial  highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Matrix Growth Fund and Matrix  Emerging Growth Fund as of December 31, 1999, the
results of their  operations  for the year then ended,  the changes in their net
assets  for each of the two years in the period  then ended and their  financial
highlights  for the periods  indicated  thereon,  in conformity  with  generally
accepted accounting principles.

                              TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
January 28, 2000

22
<PAGE>
                                     ADVISOR
                         Sena Weller Rohs Williams, Inc.
                                 300 Main Street
                             Cincinnati, Ohio 45202
                                 (513) 621-2875
                                 (800) 877-3344

                                        +

                                   DISTRIBUTOR
                       Reynolds DeWitt Securities Company
                  a division of Sena Weller Rohs Williams, Inc.
                                 300 Main Street
                             Cincinnati, Ohio 45202
                                 (513) 621-2875
                                 (800) 877-3344

                                        +

                                    CUSTODIAN
                     Firstar Institutional Custody Services
                                425 Walnut Street
                             Cincinnati, Ohio 45202

                                        +

                                 TRANSFER AGENT
                             ICA Fund Services Corp.
                      4455 East Camelback Road, Suite E261
                             Phoenix, Arizona 85018

                                        +

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

                                        +

                                  LEGAL COUNSEL
                      Paul, Hastings, Janofsky & Walker LLP
                        345 California Street, 29th Floor
                         San Francisco, California 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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