PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 2000-06-09
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                                     [LOGO]

                      JAMES C. EDWARDS EQUITY MASTERS FUND
--------------------------------------------------------------------------------

                                 ANNUAL REPORT










--------------------------------------------------------------------------------
                               For the Year Ended
                                 March 31, 2000
<PAGE>
                      James C. Edwards Equity Masters Fund


April 19, 2000

Dear Shareholders:

James C. Edwards & Company is pleased to submit our First  annual  report on the
James C. Edwards Equity Masters Fund for the fiscal year ending March 31, 2000.

The Fund had a total return of 24.70% for the year  compared with 17.94% for the
S&P 500. For the first  quarter of 2000,  the Fund was up 6.22% versus 2.29% for
the S&P 500.  We are also  pleased to report  that the Fund did not  realize any
taxable capital gains during 1999.

On March 31, 2000, the sector allocation as a percentage of equities was as
follows: Consumer Staples 6%, Financial 18%, Health 13%, Service 13%, Technology
32%, Utilities 7%, Media 7%, Conglomerates 4%.

For the first three  quarters of the Fund's  life,  technology  and the internet
were the driving forces behind the stock market's advance.  Most of the positive
returns came from a very narrow band of companies. The Fund benefited during the
year by buying on weakness some of the quality  names in these areas  including:
Sun Microsystems, EMC, Telesp Celular, Plantronics and Corning.

So far this year the  market has been  characterized  by wildly  gyrating  stock
prices with some of the more  speculative  technology  issues  jumping  back and
forth over trading ranges of twenty, thirty or more points in a single day. Many
of these high flyers skyrocketed to breathtakingly implausible valuations before
tumbling back to what, in many cases, are still exceedingly  generous levels. At
the same time, most of the "old economy" stocks,  which had been largely shunned
by today's investors, have experienced significant bounces.

Investor concern about inflation has ebbed and flowed rapidly, almost on a daily
basis.  The  principal  barometer of this concern is long-term  interest  rates.
While the  application of new technology is enhancing  productivity  and holding
down prices in some industries,  there are other areas, e.g.,  petroleum,  where
supply-demand  imbalances  can lead to a rapid run-up in prices which may or may
not be passed along to consumers.  To the extent that they are not,  profits and
profit  margins may suffer.  While recent market action has partially  corrected
some of the more glaring  excesses,  notably in the internet  issues,  stocks in
general were not particularly inexpensive by the end of March and price-earnings
ratios remained  vulnerable to adverse  developments  on the  inflation-interest
rate front. Looking ahead, the market is likely to be favorably affected by good
earnings reports thanks to the economy's  ongoing  strength.  On the other hand,
the  Fed's  determination  to  restrain  inflation  and  keep the  economy  from
overheating  may produce more  interest  rate hikes which could have a dampening
effect on the market.

                                                                               1
<PAGE>
Consequently,   we  continue  to  believe  that  a  relatively   cautious,   but
opportunistic, investment posture makes sense in this unsettled environment.

We hope  that  this  has been  informative.  We also  want  you to know  that we
appreciate your investment in the James C. Edwards Equity Masters Fund.

Sincerely,

/s/ Bart A. Johnston

Bart A. Johnston
Portfolio Manager

For the one year since the Fund's  inception on March 31, 1999,  the  annualized
total return was 24.70%.

                      James C. Edwards Equity Masters Fund
                        Value of $10,000 vs S&P 500 Index

                           Average Annual Total Return
                           Period Ended March 31, 2000
                       1 Year...................... 24.70%

                                   James C. Edwards
                                 Equity Masters Fund        S&P 500 Index w/inc.
                                 -------------------        --------------------
 3/31/99                               10,000                     10,000
 4/30/99                               10,080                     10,387
 5/31/99                                9,990                     10,142
 6/30/99                               10,310                     10,706
 7/31/99                                9,960                     10,370
 8/31/99                                9,550                     10,319
 9/30/99                                9,400                     10,037
10/31/99                               10,340                     10,671
11/30/99                               10,930                     10,891
12/31/99                               11,740                     11,529
 1/31/00                               11,540                     10,950
 2/29/00                               11,810                     10,743
 3/31/00                               12,470                     11,794

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 S&P 500  Index  is  unmanaged  and  returns  include  reinvested
dividends.

2
<PAGE>
SCHEDULE OF INVESTMENTS AT MARCH 31, 2000


Shares                                                                Value
--------------------------------------------------------------------------------
             COMMON STOCKS: 85.8%
             Cable TV: 2.7%
 3,000       USA Networks, Inc.*                                   $    67,687
                                                                   -----------
             Commercial Services: 3.1%
 2,000       Convergys Corporation*                                     77,250
                                                                   -----------
             Computer Services: 2.0%
 1,800       IXL Enterprises, Inc.*                                     50,400
                                                                   -----------
             Computers: 13.1%
 1,700       Dell Computer Corporation*                                 91,694
 1,000       EMC Corporation*                                          125,000
 1,200       Sun Microsystems, Inc.*                                   112,444
                                                                   -----------
                                                                       329,138
                                                                   -----------
             E-Commerce: 1.8%
 2,300       Stamps.com Inc.*                                           44,419
                                                                   -----------
             Financial Services: 3.9%
 1,200       Morgan Stanley Dean Witter & Co.                           97,875
                                                                   -----------
             Foods: 2.3%
 2,300       American Italian Pasta Company*                            56,637
                                                                   -----------
             Insurance: 7.9%
   900       American International Group, Inc.                         98,550
 1,800       XL Capital Ltd.                                            99,675
                                                                   -----------
                                                                       198,225
                                                                   -----------
             Internet Software: 5.7%
 1,100       Lycos, Inc.*                                               77,275
 2,900       pcOrder.com, Inc.*                                         65,250
                                                                   -----------
                                                                       142,525
                                                                   -----------
             Manufacturing -- Misc./Diversified: 6.7%
 2,700       AptarGroup, Inc.                                           72,056
   500       Corning Incorporated                                       97,000
                                                                   -----------
                                                                       169,056
                                                                   -----------
             Medical -- Drugs: 8.4%
 1,200       American Home Products Corporation                    $    64,350
 1,100       Eli Lilly and Company                                      69,300
   800       Warner-Lambert Company                                     78,000
                                                                   -----------
                                                                       211,650
                                                                   -----------
             Medical -- Wholesale Drug Distribution: 2.6%
 1,400       Cardinal Health, Inc.                                      64,225
                                                                   -----------
             Specialty Retail: 6.2%
 2,300       CVS Corporation                                            86,394
 3,500       Staples, Inc.*                                             70,000
                                                                   -----------
                                                                       156,394
                                                                   -----------
             Super-Regional Banks: 3.6%
 2,400       First Union Corporation                                    89,400
                                                                   -----------
             Telecom Services: 9.1%
 1,350       MCI WorldCom Incorporated*                                 61,172
 1,500       Qwest Communications International Inc.*                   72,750
   600       Telesp Celular Participacoes S.A., preferred, ADR          34,012
 2,100       Telesp - Telecomunicacoes de Sao Paulo S.A.                62,344
                                                                   -----------
                                                                       230,278
                                                                   -----------
             Telecommunications Equipment: 6.7%
 1,800       Plantronics, Inc.*                                        167,738
                                                                   -----------
             TOTAL COMMON STOCKS (cost $1,768,270)                   2,152,897
                                                                   -----------

                                                                               3
<PAGE>
SCHEDULE OF INVESTMENTS AT MARCH 31, 2000 (CONTINUED)


Principal
 Amount                                                               Value
--------------------------------------------------------------------------------
             SHORT-TERM INVESTMENTS: 11.5%
             Money Market Investment: 11.5%
$288,658     Firststar Stellar Treasury Fund (cost $288,658)       $   288,658
                                                                   -----------
             TOTAL INVESTMENT IN SECURITIES
              (cost $2,056,928+): 97.3%                              2,441,555
             Other Assets less Liabilities: 2.7%                        68,585
                                                                   -----------
             NET ASSETS: 100.0%                                    $ 2,510,140
                                                                   ===========

* Non-income producing security.
+ At March 31, 2000, the basis of securities for federal income tax purposes
  was the same as their cost for financial reporting purposes. Unrealized
  appreciation and depreciation of securities were as follows:

     Gross unrealized appreciation                   $   520,468
     Gross unrealized depreciation                      (135,841)
                                                     -----------
     Net unrealized appreciation                     $   384,627
                                                     ===========

See accompany Notes to Financial Statements.

4
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES AT MARCH 31, 2000


ASSETS
  Investments in securities, at value (cost $2,056,928) .......       $2,441,555
  Receivables:
    Securities sold ...........................................           84,075
    Dividends and interest ....................................            4,117
  Prepaid  expenses ...........................................            1,640
                                                                      ----------
       Total assets ...........................................        2,531,387
                                                                      ----------
LIABILITIES
  Payables:
    Administration fees .......................................            2,466
  Accrued expenses ............................................           18,781
                                                                      ----------
       Total liabilities ......................................           21,247
                                                                      ----------

NET ASSETS ....................................................       $2,510,140
                                                                      ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($2,510,140/201,345 shares outstanding; unlimited
  number of shares authorized without par value) ..............       $    12.47
                                                                      ==========

COMPONENTS OF NET ASSETS
  Paid-in capital .............................................       $2,080,936
  Accumulated net investment income ...........................            7,649
  Accumulated net realized gain on investments ................           36,928
  Net unrealized appreciation on investments ..................          384,627
                                                                      ----------
       Net assets .............................................       $2,510,140
                                                                      ==========

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2000


INVESTMENT INCOME
  Income
    Interest ................................................         $  21,475
    Dividends ...............................................            10,909
                                                                      ---------
       Total income .........................................            32,384
                                                                      ---------
  Expenses
    Administration fees .....................................            30,000
    Audit fees ..............................................            14,475
    Fund accounting fees ....................................            13,186
    Advisory fees ...........................................            12,367
    Transfer agent fees .....................................            10,250
    Registration expense ....................................             7,952
    Custody fees ............................................             5,105
    Legal fees ..............................................             3,977
    Reports to shareholders .................................             3,341
    Trustee fees ............................................             2,544
    Miscellaneous ...........................................             1,894
    Insurance expense .......................................               150
                                                                      ---------
       Total expenses .......................................           105,241
       Less: fees waived and expenses absorbed ..............           (80,506)
                                                                      ---------
       Net expenses .........................................            24,735
                                                                      ---------
          NET INVESTMENT INCOME .............................             7,649
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   Net realized gain on investments .........................            36,928
   Net unrealized appreciation on investments ...............           384,627
                                                                      ---------
       Net realized and unrealized
         gain on investments ................................           421,555
                                                                      ---------
          NET INCREASE IN NET ASSETS RESULTING
           FROM OPERATIONS ..................................         $ 429,204
                                                                      =========

See accompanying Notes to Financial Statements.

6
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS

                                                                    Year Ended
                                                                  March 31 2000#
                                                                  --------------
INCREASE IN NET ASSETS FROM:

OPERATIONS
  Net investment income ........................................    $    7,649
  Net realized gain on investments .............................        36,928
  Net unrealized appreciation on investments ...................       384,627
                                                                    ----------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .....       429,204
                                                                    ----------
CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net
    change in outstanding shares (a) ...........................     2,080,936
                                                                    ----------
      TOTAL INCREASE IN NET ASSETS .............................     2,510,140
                                                                    ----------
NET ASSETS
  Beginning of year ............................................            --
                                                                    ----------
  END OF YEAR (including accumulated net
    investment income of $7,649) ...............................    $2,510,140
                                                                    ==========

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

                                                              Year Ended
                                                            March 31, 2000#
                                                     ---------------------------
                                                       Shares           Value
                                                     -----------     -----------
Shares sold                                              201,345     $ 2,080,936
Shares redeemed                                               --              --
                                                     -----------     -----------
  Net increase                                           201,345     $ 2,080,936
                                                     ===========     ===========

# Fund commenced operations on March 31, 1999.

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
FINANCIAL HIGHLIGHTS FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD


                                                                   Year Ended
                                                                 March 31, 2000#
                                                                 ---------------
Net asset value, beginning of year ............................      $10.00
                                                                     ------
Income from investment operations:
  Net investment income .......................................        0.04
  Net realized and unrealized gain on investments .............        2.43
                                                                     ------
Total from investment operations ..............................        2.47
                                                                     ------

Net asset value, end of year ..................................      $12.47
                                                                     ======
Total return ..................................................       24.70%

Ratios/supplemental data:
    Net assets, end of year (millions) ........................      $  2.5

Ratio of expenses to average net assets:
  Before fees waived and expenses absorbed ....................        6.36%
  After fees waived and expenses absorbed .....................        1.50%

Ratio of net investment income (loss)
 to average net assets:
  Before fees waived and expenses absorbed ....................       (4.40)%
  After fees waived and expenses absorbed .....................        0.46%

  Portfolio turnover rate .....................................       42.80%


# Fund commenced operations on March 31, 1999.

See accompanying Notes to Financial Statements.

8
<PAGE>
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

     The James C. Edwards  Equity  Masters  Fund (the  "Fund") is a  diversified
series of shares of beneficial  interest of  Professionally  Managed  Portfolios
(the "Trust") which is registered under the Investment  Company Act of 1940 (the
"1940 Act") as a diversified,  open-end management  investment company. The Fund
began  operations  on March 31, 1999.  The  investment  objective of the Fund is
long-term  growth  of  capital.  The Fund  seeks to  achieve  its  objective  by
investing primarily in equity securities.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

     A.   SECURITIES  VALUATION.  Securities  traded  on a  national  securities
          exchange or Nasdaq are valued at the last reported  sales 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 stated 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. Interest income is recorded on the accrual basis.

     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.

                                                                               9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 3 - COMMITMENTS AND RELATED PARTY TRANSACTIONS

     For the year  ended  March 31,  2000,  James C.  Edwards & Co.,  Inc.  (the
"Advisor")  provided  the Fund  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 Fund. As compensation  for its services,  the Advisor was entitled
to a monthly fee at the annual  rate of 0.75%  based upon the average  daily net
assets of the Fund. For the year ended March 31, 2000, the Fund incurred $12,367
in advisory fees.

     The Fund is  responsible  for its own operating  expenses.  The Advisor has
contractually  agreed to limit the Fund's total  expenses to not more than 1.50%
of average net assets.  In the case of the Fund's  initial period of operations,
any fee withheld or voluntarily  reduced and/or any Fund expense absorbed by the
Advisor  pursuant to an agreed upon expense cap shall be  reimbursed by the Fund
to the Advisor,  if so requested by the Advisor,  anytime  before the end of the
fifth  fiscal year  following  the year to which the fee waiver  and/or  expense
absorption  relates,  pro  vided the  aggregate  amount  of the  Fund's  current
operating  expenses  for  such  fiscal  year  does  not  exceed  the  applicable
limitation on Fund  expenses.  Any such reim bursement is also  contingent  upon
Board of Trustees  review and approval  prior to the time the  reimbursement  is
initiated.  The Fund must pay its current ordinary operating expenses before the
Advisor is entitled to any reimbursement. For the year ended March 31, 2000, the
Advisor waived fees of $12,367 and absorbed expenses of $68,139.

     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:

     Assets                     Fee or Fee Rate
     ------                     ---------------
     Less than $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 $200 million       0.10% of average daily net assets
     $200 million and above     0.05% of average daily net assets

     For  the  year  ended  March  31,  2000,  the  Fund  incurred   $30,000  in
administration fees.

10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


     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  and receives no  compensation
for its services.

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

NOTE 4 - PURCHASES AND SALES OF SECURITIES

     The cost of purchases and the proceeds from sales of securities, other than
short-term  investments,  for the year ended March 31, 2000, were $2,267,303 and
$535,961, respectively.

                                                                              11
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


TO THE SHAREHOLDERS OF
  JAMES C. EDWARDS EQUITY MASTERS FUND

THE BOARD OF TRUSTEES OF
  PROFESSIONALLY MANAGED PORTFOLIOS

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of James C. Edwards Equity Masters Fund, a series
of  Professionally  Managed  Portfolios,  as of March 31, 2000,  and the related
statement  of  operations,  the  statement  of  changes  in net  assets  and the
financial  highlights for the year then ended.  These  financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of securities  owned as of March 31, 2000, by
correspondence  with  the  custodian.  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
audit provides 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 James
C.  Edwards  Equity  Masters  Fund as of March  31,  2000,  the  results  of its
operations,  the changes in its net assets and the financial  highlights for the
year then ended, in conformity with generally accepted accounting principles.

                                        TAIT, WELLER & BAKER

PHILADELPHIA, PENNSYLVANIA
APRIL 21, 2000

12
<PAGE>
================================================================================

                               Investment Adviser
                          JAMES C. EDWARDS & CO., INC.
                         570 Lexington Ave., 29th Floor
                            New York, New York 10022
                                 (212) 319-8490
                                www.jcedwards.com

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

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

                     Transfer and Dividend Disbursing Agent
                          AMERICAN DATA SERVICES, INC.
                          150 Motor Parkway, Suite 109
                         Hauppauge, New York 11788-0132
                                 (800) 282-2340

                                    Auditors
                              TAIT, WELLER & BAKER
                               8 Penn Center Plaza
                        Philadelphia, Pennsylvania 19103

                                  Legal Counsel
                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                              345 California Street
                         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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