PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 2000-09-08
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================================================================================

LEONETTI & ASSOCIATES, INC.
PRIVATE FINANCIAL ADVISORS


LEONETTI FUNDS

LEONETTI BALANCED FUND

LEONETTI GROWTH FUND




ANNUAL REPORT

June 30, 2000


[LOGO]
<PAGE>
                             LEONETTI BALANCED FUND

July, 2000

Dear Shareholder:

The second quarter proved to be a very tough  environment  for stock  investing.
The NASDAQ  Composite  witnessed the quickest and deepest  pullback since 1974 -
from the March 10th high to the May 24th low there was a drop of 41%.

By the end of June,  slightly less than half of the decline had been  recovered.
For the first time in several years,  stocks have been the worst performer among
competing  industry  classes for the first half of the year.  Even money  market
funds have done better than the S&P 500 so far.

Among the industry groups,  the best performers for the first six months of this
year were Biotechs,  Semiconductors, Oil Service, REITS and Drugs. We also saw a
resurgence in small and mid-capitalization stocks. The worst industry performers
were the  Internet  and  Retailers.  Relative  weakness  in basic  industry  and
cyclical stocks was consistent with the theme of economic slowing.

                              YEAR TO DATE PERFORMANCE*
                              -------------------------
Dow Industrials                         9.13%
NASDAQ Composite                        2.54%
S&P 500                                 1.00%
* without dividends

The  Leonetti  Balanced  Fund (the  "Fund")  reflected  the returns of the stock
indices shown,  with a drop of 2.31% for the first six months of this year. This
trailed  the Fund's  benchmark,  the Lipper  Balanced  Fund  Index,  which had a
positive  six-month  return of 1.74%.  This was due  mostly to the  strength  in
bonds,  weakness in large capitalization  growth stocks, and good returns in the
small and mid-cap markets.  Your Fund, which has provided fundholders with three
consecutive  calendar years (through  1999) of returns  exceeding 20%,  (average
annual  return  since  inception  on August 1, 1995  through  June 30,  2000 was
16.84%) has  utilized a portfolio  mix of large  capitalization  growth  stocks,
coupled with the short-term  maturities for the  fixed-income  portion.  For the
past twelve months,  your fund is up 11.81%  compared to the 4.44% return of the
Lipper Balanced Fund Index. Assets of the fund have grown to over $30 million.

                                                                               1
<PAGE>
The ten largest common stock  holdings of the Leonetti  Balanced Fund as of June
30, 2000 were, in order:

EMC Corp (EMC)
Sun Microsystems (SUNW)
Oracle (ORCL)
Intel Corp. (INTC)
General Electric (GE)
Cisco Systems (CSCO)
Citgroup (C)
American Home Products (AHP)
Northern Trust Corp. (NTRS)
America Online (AOL)

Our strategy will continue to focus on large  capitalization  growth stocks.  We
strongly  believe that this is the area that will be the  recipient of the large
cash flows  entering  the market in the future,  much as it has been in the past
few years.  The past  several  months of up and down moves  with  little  follow
through to the upside in the  large-cap  growth area is primarily  the result of
the  significant  gains that were  achieved  late last  year.  As the market has
worked  through much of the excess,  many of these stocks are  beginning to look
very attractive once again.

Historically,  the second  half of  presidential  election  years have been very
positive.  According to Sam Stovall,  Senior Investment Strategist at Standard &
Poors,

     "Keep  in mind  that we are  just  about  to  enter  the  second  half of a
     presidential  election  year.  Going  back  to  1960,  there  have  been 10
     elections,  and there  have been no  negative  returns  in each of these 10
     second halves. Also, the average return was twice that of the average years
     second half return during the entire period."

After experiencing the pain of the first half, not many investors would complain
if this turned out to be the  eleventh  positive  second half in a  presidential
election year.

Our  target  for the Dow this year  remains  at  12,750  with a  possibility  of
reaching 13,100. The target is still attainable, but might become more difficult
as the November election nears.

Cordially,


LEONETTI & ASSOCIATES, INC.

2
<PAGE>
                             LEONETTI BALANCED FUND

          Value of $10,000 vs Wilshire 5000 + Salomon + US Treasury and Lipper
 Balanced Index

                           Average Annual Total Return
                           Period Ended June 30, 2000
                 1 Year.................................. 11.81%
                 3 Years ................................ 19.96%
                 Since Inception (8/1/95)................ 16.89%

                    Leonetti        Wilshire 5000 +         Lipper
                  Balanced Fund  Salomon + US Treasury   Balanced Index
                  -------------  ---------------------   --------------
        8/1/95       10,000            10,000                10,000
       9/30/95        9,940            10,375                10,354
      12/31/95       10,605            10,842                10,817
       3/31/96       10,936            11,187                11,059
       6/30/96       10,846            11,535                11,283
       9/30/96       10,856            11,821                11,579
      12/31/96       11,330            12,456                12,224
       3/31/97       11,218            12,509                12,277
       6/30/97       12,464            13,994                13,586
       9/30/97       13,709            15,030                14,465
      12/31/97       13,691            15,342                14,675
       3/31/98       14,993            16,736                15,834
       6/30/98       15,468            17,085                16,111
       9/30/98       14,387            16,014                15,183
      12/31/98       17,459            18,222                16,930
       3/31/99       18,506            18,628                17,201
       6/30/99       19,224            19,552                17,974
       9/30/99       19,212            18,760                17,229
      12/31/99       22,002            20,967                18,449
       3/31/00       22,787            21,671                18,999
       6/30/00       21,494            21,196                18,770

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  Lipper  Balanced  Index is an  equally  weighted  performance  index of the
largest  qualifying funds in the Lipper category.  The Wilshire 5000 + Salomon +
US Treasury  Index is a blend of the  Wilshire  5000  Equity  Index  (65%),  the
Salomon Broad Investment  Grade Bond Index (25%) and the 90-day U.S.  Government
Treasury Bill Yield (10%).  The Wilshire 5000  measures the  performance  of all
equity  securities issued by companies with headquarters in the U.S. The Salomon
Broad Index consists of U.S. Treasury and Government-sponsored agency bonds with
a maturity of one year or longer.  The indices are unmanaged and returns include
reinvested dividends.

                                                                               3
<PAGE>
                              LEONETTI GROWTH FUND

July, 2000

Dear Shareholder:

The first  half of the Year 2000 has been  difficult  for stock  investors.  The
powerful advance of the fourth quarter of 1999 gave way to a significant decline
in the NASDAQ.  A drop of 41% from the March 10th high to the May 24th low.  The
Dow Industrial Average has also been suffering with slightly more than one-third
of its thirty  components  trading at or near yearly lows. As you can see by the
indices  below,  with the exception of a few industry  groups,  most groups have
been pressured for the first six months of this year.

                               YEAR TO DATE PERFORMANCE*
                               -------------------------
Dow Industrials                        9.13%
NASDAQ Composite                       2.54%
S&P 500                                1.00%
* without dividends

The  Leonetti  Growth Fund (the "Fund") has  struggled  this year with a drop of
4.37%,  compared to the S&P 500  dropping  0.47%.  The Fund's  cumulative  total
return since  inception on September 1, 1999 was 20.5%,  while the S&P 500 total
return  was 10.35%  for the same  period.  The assets of the Fund have more than
doubled  since the  beginning  of the year.  The assets as of June 30,  2000 are
nearly $6.5 million.

Much  of the  skittishness  in the  stock  market  has  revolved  around  higher
inflation and interest rates. The sustained strength of the economy has seen the
number of  unemployed  drop  significantly,  while the  number of  employed  has
swelled. As wonderful as this is, a growing fear among economists has developed:
the fear that wage pressures will accelerate,  which would accelerate the growth
of  inflation.  For this reason many  economists  seem to be rejoicing  over the
tightening  path that the Federal  Reserve has followed over the past year.  Six
increases in interest rates by the Federal Reserve in the past twelve months has
some others  thinking the economy is at risk of falling  into a mild  recession.
This is quite similar to the  tightening  schedule  that was done in 1994.  More
recently,  the sharp rise in oil prices has slowed the economy  considerably and
has put pressure on prices.  At this point, it appears the Federal Reserve is on
schedule  for one last  increase at their last  meeting,  which is at the end of
August. That should be the last.

4
<PAGE>
Our strategy remains  investing in large  capitalization  growth stocks. We have
favored  the  computer  technology,  telecommunications,   financial  and  media
sectors.  These four sectors will not only benefit with higher stock prices, but
will be the drivers for the economy as it continues to grow.

The Leonetti  Growth Fund's ten largest stock holdings as of June 30, 2000 were,
in order:

Intel Corp. (INTC)
EMC Corp. (EMC)
Sun Microsystems (SUNW)
American International Group (AIG)
Oracle Corp. (ORCL)
Veritas Software (VRTS)
Nortel Networks (NT)
Univision (UVN)
Cisco Systems (CSCO)
Morgan Stanley Dean Witter (MWD)

The second half of presidential  election years have been very positive and much
of the excess  that had been built into many  stocks  early in the year has been
worked out. As cash  continues  to flow into the  financial  markets,  the large
capitalization  sector should receive the lion's share. Our outlook remains very
positive for the remainder of the year.

Cordially,



LEONETTI & ASSOCIATES, INC.


                              LEONETTI GROWTH FUND
                        Value of $10,000 vs S&P 500 Index

                             Cumulative Total Return
                           Period Ended June 30, 2000
                     Since Inception (9/1/99)....... 20.50%

                            Leonetti Growth Fund     S&P 500 Index w/inc.
                            --------------------     --------------------
          9/1/99                  10,000                    10,000
         9/30/99                  10,190                     9,646
        10/31/99                  10,460                    10,256
        11/30/99                  11,270                    10,467
        12/31/99                  12,600                    11,081
         1/31/00                  12,200                    10,524
         2/29/00                  13,580                    10,325
         3/31/00                  13,420                    11,335
         4/30/00                  12,710                    10,994
         5/31/00                  11,550                    10,769
         6/30/00                  12,050                    11,035

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.

                                                                               5
<PAGE>
                             LEONETTI BALANCED FUND

SCHEDULE OF INVESTMENTS at June 30, 2000

SHARES                                                                  VALUE
--------------------------------------------------------------------------------
COMMON STOCKS: 64.0%

COMMERCIAL SERVICES: 2.7%
 20,000 Paychex, Inc.                                               $    840,000
                                                                    ------------
COMPUTERS - HARDWARE: 6.0%
 20,000 Sun Microsystems, Inc.*                                        1,818,750
                                                                    ------------
COMPUTERS - MEMORY DEVICES: 8.1%
 32,000 EMC Corp.*                                                     2,462,000
                                                                    ------------
COMPUTERS - NETWORKING PRODUCTS: 4.2%
 20,000 Cisco Systems, Inc.*                                           1,271,250
                                                                    ------------
COMPUTERS - SOFTWARE: 5.5%
 20,000 Oracle Corp.*                                                  1,681,250
                                                                    ------------
CONSUMER SERVICES: 1.3%
 10,000 Walt Disney Co. (The)                                            388,125
                                                                    ------------
DIVERSIFIED FINANCIAL SERVICES: 4.0%
 20,000 Citigroup, Inc.                                                1,205,000
                                                                    ------------
DIVERSIFIED OPERATIONS: 4.2%
 24,000 General Electric Co.                                           1,272,000
                                                                    ------------
DRUGS & PHARMACEUTICALS: 3.9%
 20,000 American Home Products Corp.                                   1,175,000
                                                                    ------------
ELECTRONIC COMPONENTS - SEMICONDUCTORS: 4.4%
 10,000 Intel Corp.                                                    1,336,875
                                                                    ------------
FINANCE - INVESTMENT BANKERS/BROKERS: 2.3%
  6,000 Merrill Lynch & Co., Inc.                                        690,000
                                                                    ------------
INTERNET SOFTWARE: 2.8%
 16,000 America Online, Inc.*                                            844,000
                                                                    ------------
LEISURE & RECREATION PRODUCTS: 2.5%
 20,000 Harley-Davidson, Inc.                                            770,000
                                                                    ------------
MEDIA - NEWSPAPERS/CABLE TV: 1.8%
 16,000 Tribune Co.                                                      560,000
                                                                    ------------
RETAIL - BUILDING PRODUCTS: 1.6%
 10,000 Home Depot, Inc. (The)                                           499,375
                                                                    ------------
RETAIL - DISCOUNT: 1.9%
 10,000 Wal-Mart Stores, Inc.                                            576,250
                                                                    ------------
SUPER - REGIONAL BANKS: 3.2%
 15,000 Northern Trust Corp.                                             975,938
                                                                    ------------
TELECOMMUNICATIONS - EQUIPMENT: 3.6%
 10,368 Lucent Technologies, Inc.                                        614,304
 10,000 Nokia Corp.-Sponsored ADR                                        499,375
                                                                    ------------
                                                                       1,113,679
                                                                    ------------
TOTAL COMMON STOCKS
   (cost 11,382,001)                                                  19,479,492
                                                                    ------------
PRINCIPAL
 AMOUNT
--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS: 31.4%
$  800,000 U.S. Treasury Note,
             4.50%, 9/30/2000                                            796,751
 1,000,000 U.S. Treasury Note,
             4.625%, 11/30/2000                                          993,125
   500,000 U.S. Treasury Note,
             4.625%, 12/31/2000                                          495,625
   800,000 U.S. Treasury Note,
             5.00%, 2/28/2001                                            792,750
   500,000 U.S. Treasury Note,
             5.25%, 1/31/2001                                            496,875
 1,000,000 U.S. Treasury Note,
             5.25%, 5/31/2001                                            989,375
   500,000 U.S. Treasury Note,
             5.50%, 8/31/2001                                            494,219
 1,300,000 U.S. Treasury Note,
             5.875%, 11/30/2001                                        1,289,032
   400,000 U.S. Treasury Note,
             6.125%, 7/31/2000                                           400,250
 1,000,000 U.S. Treasury Note,
             6.25%, 10/31/2001                                           996,875
   800,000 U.S. Treasury Note,
             6.25%, 1/31/2002                                            797,250
 1,000,000 U.S. Treasury Note,
             6.375%, 9/30/2001                                           998,438
                                                                    ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
  (cost $9,576,234)                                                    9,540,565
                                                                    ------------

6
<PAGE>
                       LEONETTI BALANCED FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000 (Continued)

PRINCIPAL
 AMOUNT                                                                VALUE
--------------------------------------------------------------------------------
 REPURCHASE AGREEMENT: 4.5%
$1,362,000  Firstar Bank Repurchase Agreement, 4.25%,
            dated 06/30/2000, due 07/03/2000,
            [collateralized by $1,389,197 FHLMC ARM,
            6.311% due 09/01/2029] (value of proceeds
            $1,362,482) (cost $1,362,000)                           $  1,362,000
                                                                    ------------
TOTAL INVESTMENTS IN SECURITIES
   (cost $22,320,235+): 99.9%                                         30,382,057
Other Assets less Liabilities: 0.1%                                       32,090
                                                                    ------------
NET ASSETS: 100.0%                                                  $ 30,414,147
                                                                    ============

ADR - American Depositary Receipt.

*    Non-income producing security.

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

     Gross unrealized appreciation                                  $ 8,269,431
     Gross unrealized depreciation                                     (207,609)
                                                                    -----------
     Net unrealized appreciation                                    $ 8,061,822
                                                                    ===========

See accompanying notes to financial statements.

                                                                               7
<PAGE>
                        LEONETTI GROWTH FUND

SCHEDULE OF INVESTMENTS at June 30, 2000

SHARES                                                                 VALUE
--------------------------------------------------------------------------------
COMMON STOCKS: 98.2%

BANKING: 2.9%
  4,000 Bank of New York Co., Inc.                                  $    186,000
                                                                    ------------
BEVERAGES: 1.8%
  4,000 Pepsi Bottling Group, Inc.                                       116,750
                                                                    ------------
BROADCAST MEDIA: 1.2%
  2,500 Fox Entertainment Group, Inc.
        - Class A*                                                        75,937
                                                                    ------------
COMMERCIAL SERVICES: 2.6%
  4,000 Paychex, Inc.                                                    168,000
                                                                    ------------
COMPUTERS - HARDWARE: 5.6%
  4,000 Sun Microsystems, Inc.*                                          363,750
                                                                    ------------
COMPUTERS - MEMORY DEVICES: 10.3%
  5,000 EMC Corp.*                                                       384,688
  2,500 VERITAS Software Corp.*                                          282,539
                                                                    ------------
                                                                         667,227
                                                                    ------------
COMPUTERS - NETWORKING PRODUCTS: 3.9%
  4,000 Cisco Systems, Inc.*                                             254,250
                                                                    ------------
COMPUTERS - SOFTWARE: 5.2%
  4,000 Oracle Corp.*                                                    336,250
                                                                    ------------
CONSUMER SERVICES: 2.4%
  4,000 Walt Disney Co. (The)                                            155,250
                                                                    ------------
DATA PROCESSING: 3.1%
  4,000 First Data Corp.                                                 198,500
                                                                    ------------
DIVERSIFIED FINANCIAL SERVICES: 7.6%
  4,000 Citigroup, Inc.                                                  241,000
  3,000 Morgan Stanley Dean Witter & Co.                                 249,750
                                                                    ------------
                                                                         490,750
                                                                    ------------
DIVERSIFIED OPERATIONS: 3.7%
  4,500 General Electric Co.                                             238,500
                                                                    ------------
DRUGS & PHARMACEUTICALS: 6.6%
  4,000 American Home Products Corp.                                     235,000
  4,000 Pfizer, Inc.                                                     192,000
                                                                    ------------
                                                                         427,000
                                                                    ------------
ELECTRONIC COMPONENTS: 3.1%
  4,000 Celestica, Inc.*                                                 198,500
                                                                    ------------
ELECTRONIC COMPONENTS - SEMICONDUCTORS: 8.2%
  4,000 Intel Corp.                                                      534,750
                                                                    ------------
ELECTRONICS: 3.2%
  3,000 Texas Instruments, Inc.                                          206,063
                                                                    ------------
FINANCE - INVESTMENT BANKERS/BROKERS: 0.9%
   500 Merrill Lynch & Co., Inc.                                          57,500
                                                                    ------------
INSURANCE - MULTILINE: 5.4%
  3,000 American International Group, Inc.                               352,500
                                                                    ------------
INTERNET SOFTWARE: 1.9%
  2,500 Broadvision, Inc.*                                               127,031
                                                                    ------------
LEISURE & RECREATION PRODUCTS: 2.4%
  4,000 Harley-Davidson, Inc.                                            154,000
                                                                    ------------
SCHOOLS: 1.7%
  4,000 Apollo Group, Inc. - Class A*                                    112,000
                                                                    ------------
TELECOMMUNICATIONS: 2.6%
  4,000 BellSouth Corp.                                                  170,500
                                                                    ------------
TELECOMMUNICATIONS - EQUIPMENT: 7.9%
  4,800 Nokia Corp. - Sponsored ADR                                      239,700
  4,000 Nortel Networks Corp.                                            273,000
                                                                    ------------
                                                                         512,700
                                                                    ------------
TELEVISION: 4.0%
  2,500 Univision Communications, Inc.*                                  258,750
                                                                    ------------
TOTAL COMMON STOCKS
    (cost 5,832,673)                                                   6,362,458
                                                                    ------------
8
<PAGE>
                        LEONETTI GROWTH FUND

SCHEDULE OF INVESTMENTS AT JUNE 30, 2000 (Continued)

PRINCIPAL
 AMOUNT                                                                 VALUE
--------------------------------------------------------------------------------
REPURCHASE AGREEMENT: 2.1%
$136,000 Firstar Bank Repurchase Agreement, 4.25%
         dated 06/30/2000, due 07/03/2000
         [collateralized by $138,715 FHLMC ARM,
         6.311% due 09/01/2029] (value of proceeds
         $136,048) (cost $136,000)                                 $    136,000
                                                                   ------------
TOTAL INVESTMENTS IN SECURITIES
        (cost $5,968,673+): 100.3%                                    6,498,458
Liabilities in excess of Other Assets: (0.3)%                           (16,647)
                                                                   ------------
NET ASSETS: 100.0%                                                 $  6,481,811
                                                                   ============
ADR - American Depositary Receipt.

*    Non-income producing security.

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

         Gross unrealized appreciation                        $    713,826
         Gross unrealized depreciation                            (184,041)
                                                              ------------
         Net unrealized appreciation                          $    529,785
                                                              ============

See accompanying Notes to Financial Statements.

                                                                               9
<PAGE>
                               LEONETTI FUNDS

STATEMENTS OF ASSETS AND LIABILITIES at June 30, 2000

<TABLE>
<CAPTION>
                                                                         Balanced          Growth
                                                                           Fund             Fund
                                                                        -----------      ----------
<S>                                                                   <C>                <C>
ASSETS
 Investments in securities, at value
   (cost $22,320,235 and $5,968,673) ...........................        $30,382,057      $6,498,458
 Cash ..........................................................              1,348             697
 Receivables:
   Dividends and interest ......................................            116,358             156
   Fund shares sold ............................................                101           1,804
 Prepaid expenses ..............................................              5,218           9,977
 Deferred organization costs ...................................              1,082              --
                                                                        -----------      ----------
        Total assets ...........................................         30,506,164       6,511,092
                                                                        -----------      ----------
LIABILITIES
 Payables:
   Fund shares redeemed ........................................             45,165              --
   Due to advisor ..............................................             24,750           3,971
   Administration fees .........................................              5,497           2,438
   Accrued expenses ............................................             16,605          22,872
                                                                        -----------      ----------
        Total liabilities ......................................             92,017          29,281
                                                                        -----------      ----------
   NET ASSETS ..................................................        $30,414,147      $6,481,811
                                                                        ===========      ==========
   NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
    ($30,414,147/1,710,330 and $6,481,811/537,779 shares
    outstanding; unlimited number of shares authorized
    without par value) ..........................................       $     17.78      $    12.05
                                                                        ===========      ==========
COMPONENTS OF NET ASSETS
  Paid-in capital ...............................................       $21,302,814      $6,490,992
  Accumulated net investment income .............................            80,491              --
  Accumulated net realized gain (loss) on investments............           969,020
  Net unrealized appreciation on investments ....................         8,061,822         529,785
                                                                        -----------      ----------
        Net assets...............................................       $30,414,147      $6,481,811
                                                                        ===========      ==========
</TABLE>

See accompanying Notes to Financial Statements.

10
<PAGE>
                               LEONETTI FUNDS

STATEMENTS OF OPERATIONS For the Period Ended June 30, 2000

<TABLE>
<CAPTION>
                                                                             Balanced          Growth
                                                                               Fund             Fund*
                                                                            ----------       ---------
<S>                                                                         <C>              <C>
INVESTMENT INCOME
  Income
    Interest ............................................................   $  467,214       $  16,125
    Dividends ...........................................................       81,169           8,731
    Other ...............................................................       12,247              --
                                                                            ----------       ---------
        Total income ....................................................      560,630          24,856
                                                                            ----------       ---------
  Expenses
    Advisory fees .......................................................      274,935          30,560
    Administration fees .................................................       59,580          24,904
    Fund accounting fees ................................................       24,732          13,695
    Transfer agent fees .................................................       22,751          12,526
    Audit fees ..........................................................       17,226          14,498
    Custody fees ........................................................       13,630           7,999
    Reports to shareholders .............................................        9,318           2,096
    Trustee fees ........................................................        6,841           2,803
    Deferred organization expense .......................................        6,017              --
    Legal fees ..........................................................        3,813           2,212
    Registration expense ................................................        2,249          13,067
    Miscellaneous .......................................................        1,749           1,057
    Insurance expense ...................................................          754             193
                                                                            ----------       ---------
       Total expenses ...................................................      443,595         125,610
       Less: fees waived and expenses absorbed ..........................           --         (64,244)
                                                                            ----------       ---------
       Net expenses .....................................................      443,595          61,366
                                                                            ----------       ---------
         NET INVESTMENT INCOME (LOSS) ...................................      117,035         (36,510)
                                                                            ----------       ---------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain (loss) on investments ...............................      932,687        (538,966)
  Net unrealized appreciation on investments ............................    1,836,455         529,785
                                                                            ----------       ---------
     Net realized and unrealized gain (loss) on investments .............    2,769,142          (9,181)
                                                                            ----------       ---------
         NET INCREASE (DECREASE) IN NET ASSETS
          RESULTING FROM OPERATIONS .....................................   $2,886,177       $ (45,691)
                                                                            ==========       =========
</TABLE>

* Commenced operations on September 1, 1999.

See accompanying Notes to Financial Statements.

                                                                              11
<PAGE>
                             LEONETTI BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                 Year Ended       Year Ended
                                                                June 30, 2000    June 30, 1999
                                                                ------------     ------------
<S>                                                             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS
  Net investment income ....................................    $    117,035     $     65,238
  Net realized gain on investments .........................         932,687          676,378
  Net unrealized appreciation on investments ...............       1,836,455        3,510,644
                                                                ------------     ------------
    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....       2,886,177        4,252,260
                                                                ------------     ------------

DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income ...............................         (68,992)         (59,358)
  From net realized gain ...................................        (675,334)      (1,019,875)
                                                                ------------     ------------
    TOTAL DISTRIBUTIONS TO SHAREHOLDERS ....................        (744,326)      (1,079,233)
                                                                ------------     ------------

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from
    net change in outstanding shares .......................       4,204,474        5,397,710
                                                                ------------     ------------
    TOTAL INCREASE IN NET ASSETS ...........................       6,346,325        8,570,737


NET ASSETS
  Beginning of year ........................................      24,067,822       15,497,085
                                                                ------------     ------------
  END OF YEAR ..............................................    $ 30,414,147     $ 24,067,822
                                                                ============     ============
Accumulated net investment income ..........................    $     80,491     $     32,448
                                                                ============     ============

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

                                          Year Ended                   Year Ended
                                        June 30, 2000                June 30, 1999
                                    ------------------------     ------------------------
                                     Shares         Value         Shares         Value
                                    --------     -----------     --------     -----------
Shares sold                          354,229     $ 6,196,803      365,405     $ 5,421,234
Shares issued in reinvestment
  of distributions                    41,794         743,508       78,386       1,074,676
Shares redeemed                     (158,912)     (2,735,837)     (75,553)     (1,098,200)
                                    --------     -----------     --------     -----------
Net increase                         237,111     $ 4,204,474      368,238     $ 5,397,710
                                    ========     ===========     ========     ===========
</TABLE>

See accompanying Notes to Financial Statements.

12
<PAGE>
                         LEONETTI GROWTH FUND

 STATEMENT OF CHANGES IN NET ASSETS at June 30, 2000

                                                              September 1, 1999*
                                                                    Through
                                                                 June 30, 2000
                                                                 -------------
INCREASE (DECREASE) IN NET ASSETS FROM:


OPERATIONS
  Net investment loss                                             $   (36,510)
  Net realized loss on investments                                   (538,966)
  Net unrealized appreciation on investments                          529,785
                                                                  -----------
    NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS              (45,691)
                                                                  -----------
CAPITAL SHARE TRANSACTIONS
  Net increase in net assets derived from net change
    in outstanding shares (a)                                       6,527,502
                                                                  -----------
TOTAL INCREASE IN NET ASSETS                                        6,481,811

NET ASSETS
Beginning of period                                                        --
                                                                  -----------
END OF PERIOD                                                     $ 6,481,811
                                                                  ===========

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

                                                         September 1, 1999*
                                                              Through
                                                           June 30, 2000
                                                      -------------------------
                                                       Shares           Value
                                                      --------      -----------
Shares sold                                            543,925      $ 6,600,930
Shares redeemed                                         (6,146)         (73,428)
                                                      --------      -----------
Net increase                                           537,779      $ 6,527,502
                                                      ========      ===========

* Commencement of operations.

See accompanying Notes to Financial Statements.


                                                                              13
<PAGE>
                             LEONETTI BALANCED FUND

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each period

<TABLE>
<CAPTION>
                                                                         Year Ended June 30,           August 1, 1995*
                                                              ---------------------------------------     Through
                                                                2000      1999       1998       1997   June 30, 1996
                                                              -------   -------    -------    -------     -------
<S>                                                           <C>       <C>        <C>        <C>         <C>
Net asset value, beginning of period .....................    $ 16.34   $ 14.02    $ 12.31    $ 10.80     $ 10.00
                                                              -------   -------    -------    -------     -------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ..................................       0.07      0.05       0.05       0.06        0.09
  Net realized and unrealized gain
    on investments .......................................       1.86      3.18       2.75       1.54        0.76
                                                              -------   -------    -------    -------     -------
Total from investment operations .........................       1.93      3.23       2.80       1.60        0.85
                                                              -------   -------    -------    -------     -------
LESS DISTRIBUTIONS:
  From net investment income .............................      (0.05)    (0.05)     (0.03)     (0.09)      (0.05)
  From net realized gain .................................      (0.44)    (0.86)     (1.06)        --          --
                                                              -------   -------    -------    -------     -------
Total distributions ......................................      (0.49)    (0.91)     (1.09)     (0.09)      (0.05)
                                                              -------   -------    -------    -------     -------
Net asset value, end of period ...........................    $ 17.78   $ 16.34    $ 14.02    $ 12.31     $ 10.80
                                                              =======   =======    =======    =======     =======

Total return .............................................      11.81%    24.28%     24.10%     14.91%       8.46%++

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (millions) ...................    $  30.4   $  24.1    $  15.5    $  11.3     $  10.1
  Ratio of expenses to average net assets ................       1.61%     1.77%      1.99%      2.29%       2.26%+
  Ratio of net investment income to average net assets....       0.43%     0.35%      0.40%      0.47%       1.02%+


  Portfolio turnover rate ................................      88.76%    81.16%     89.51%    119.75%      42.16%++
</TABLE>

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

See accompanying Notes to Financial Statements.

14
<PAGE>
                              LEONETTI GROWTH FUND

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout the period


                                                              September 1, 1999*
                                                                   Through
                                                                 June 30, 2000
                                                                 -------------
Net asset value,  beginning of period ........................      $ 10.00
                                                                    -------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment loss ........................................        (0.07)
  Net realized and unrealized gain on investments ............         2.12
                                                                    -------

Total from investment operations .............................         2.05
                                                                    -------

Net asset value, end of period ...............................      $ 12.05
                                                                    =======
Total return .................................................        20.50%++

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (millions) .......................      $   6.5

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
  Before fees waived and expenses absorbed ...................         4.09%+
  After fees waived and expenses absorbed ....................         2.00%+

RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS:
  Before fees waived and expenses absorbed ...................        (3.28%)+
  After fees waived and expenses absorbed ....................        (1.19%)+


Portfolio turnover rate ......................................       193.89%++

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

See accompanying Notes to Financial Statements.

                                                                              15
<PAGE>
                                 LEONETTI FUNDS

NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

     The Leonetti  Balanced Fund and the Leonetti  Growth Fund (the "Funds") are
each a  diversified  series of shares of beneficial  interest of  Professionally
Managed  Portfolios  (the  "Trust")  which is  registered  under the  Investment
Company  Act of 1940  (the  "1940  Act") as an  open-end  management  investment
company.  The  Leonetti  Balanced  Fund  and  the  Leonetti  Growth  Fund  began
operations on August 1, 1995 and September 1, 1999, respectively. The investment
objective  of the  Leonetti  Balanced  Fund is to seek  total  return  through a
combination  of income and  capital  growth,  consistent  with  preservation  of
capital.  The  investment  objective  of the  Leonetti  Growth Fund is long-term
growth of capital.

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.   Securities  traded  on  a  national  securities
          exchange,  or Nas-daq are valued at the last  reported  sales price at
          the close of regular  trading on each day the  exchanges  are open for
          trading;  securities  traded on an  exchange or Nasdaq for which there
          have been no sales, and other over-the-counter  securities, are valued
          at the last reported bid price.  Securities  for which  quotations are
          not readily  available are valued at their  respective  fair values as
          determined in good faith by the Board of Trustees.

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

          At June  30,  2000,  the  Leonetti  Growth  Fund  has a  capital  loss
          carryforward  of  approximately   $538,966   expiring  June  30,  2008
          available to offset future gains, if any.

16
<PAGE>
                                 LEONETTI FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

     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 Leonetti  Balanced  Fund  incurred
          expenses of $30,000 in connection with its  organization.  These costs
          have been deferred and are being  amortized on a  straight-line  basis
          over a period  of  sixty  months  from  the  date  the Fund  commenced
          operations.

     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.

     F.   RECLASSIFICATION OF CAPITAL ACCOUNTS. The Funds account and report 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.  For the period  ended June 30, 2000,  the Leonetti  Growth
          Fund decreased paid-in-capital by $36,510 due to the Fund experiencing
          a net investment loss during the period. Accumulated net realized loss
          on investments and net assets were not affected by these changes.

NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

     Leonetti  &  Associates,  Inc.  (the  "Advisor")  provides  the Funds  with
investment  management  services  under an Investment  Advisory  Agreement.  The
Advisor furnishes all investment advice, office space,  facilities,  and most of
the personnel needed by the Funds. As compensation for its services, the Advisor
is entitled  to a monthly  fee at the annual rate of 1.00% of the average  daily
net assets of the Funds.  For the  periods  ended June 30,  2000,  the  Leonetti
Balanced  Fund and the  Leonetti  Growth Fund  incurred  $274,935  and  $30,560,
respectively, in advisory fees.

     The Funds are responsible for their own operating expenses. The Advisor has
contractually  agreed  to limit  the  Leonetti  Growth  Fund's  total  operating
expenses by  reducing  all or portion of its fees and  reimbursing  the Fund for
expenses,  excluding interest and tax expenses, so that its ratio of expenses to
average net assets will

                                                                              17
<PAGE>
                              LEONETTI FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

not exceed 2.00%.  In the case of the Fund's initial  period of operations,  any
fee waived 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,  provided  the  aggregate  amount  of  the  Fund's  current
operating  expenses  for  such  fiscal  year  does  not  exceed  the  applicable
limitation  on Fund  expenses.  For the period ended June 30, 2000,  the advisor
waived $30,560 in fees and absorbed  expenses of $23,739.  The Fund must pay its
current  ordinary  operating  expenses  before the  Advisor is  entitled  to any
reimbursement of fees and/or expenses. Any such reimbursement is also contingent
upon Board of Trustees  review and approval prior to the time the  reimbursement
is initiated.

     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 accountant;
coordinates  the preparation and payment of Fund expenses and reviews the Funds'
expense accruals.  For its services, the Administrator receives a monthly fee at
the following annual rate:

     Under $15 million             $30,000
     $15 to $50 million            0.20% of average daily net assets
     $50 to $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 periods  ended June 30, 2000,  the Leonetti  Balanced  Fund and the
Leonetti  Growth  Fund  incurred  $59,580 and  $24,904 in  administration  fees,
respectively.  The Administrator  waived $9,945 of  administration  fees for the
Leonetti Growth Fund.

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

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

18
<PAGE>
                               LEONETTI FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 4 - PURCHASES AND SALES OF SECURITIES

     The cost of purchases and the proceeds from the sale of securities  for the
periods  ended  June  30,  2000,  excluding  U.S.  Government   obligations  and
short-term investments, were $21,125,588 and $20,642,202,  respectively, for the
Leonetti Balanced Fund and $12,726,932,  and $6,355,293,  respectively,  for the
Leonetti Growth Fund.

     The cost of  purchases  and the  proceeds  from  sales  of U.S.  Government
obligations,  excluding short-term investments, for the year ended June 30, 2000
were $5,662,486 and $0, respectively, for the Leonetti Balanced Fund.

NOTE 5 - REPURCHASE AGREEMENTS

     The Funds may enter into repurchase  agreements with government  securities
dealers  recognized  by the Federal  Reserve  Board,  with  member  banks of the
Federal  Reserve  System or with such other  brokers  or  dealers  that meet the
credit  guidelines  established by the Board of Trustees.  The Funds will always
receive and maintain,  as collateral,  securities whose market value,  including
accrued  interest,  will be at least equal to 100% of the dollar amount invested
by the respective Fund in each agreement, and the Funds will make payment of for
such  securities  only upon  physical  delivery  or upon  evidence of book entry
transfer to the  account of the  custodian.  To the extent  that any  repurchase
transaction   exceeds  one  business  day,  the  value  of  the   collateral  is
marked-to-market on a daily basis to ensure the adequacy of the collateral.

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

                                                                              19
<PAGE>
REPORT OF INDEPENDENT AUDITORS

To the Shareholders of
Leonetti Balanced Fund and Leonetti Growth Fund and the Board of
Trustees of Professionally Managed Portfolios

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of Leonetti Balanced Fund and Leonetti Growth Fund
(the "Funds") (two of the portfolios  constituting the series of  Professionally
Managed  Portfolios),  as of June  30,  2000,  and  the  related  statements  of
operations,  the  statements  of  changes  in  net  assets,  and  the  financial
highlights for each of the periods indicated therein. These financial statements
and financial  highlights are the responsibility of the Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain  reasonable  assurance  about  whether the  financial  statements  and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements  and financial  highlights.  Our  procedures  included
confirmation of securities owned as of June 30, 2000 by correspondence  with the
custodian  and  brokers.   An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Leonetti Balanced Fund and Leonetti Growth Fund as of June 30, 2000, the results
of  their  operations,  the  changes  in their  net  assets,  and the  financial
highlights  for  each of the  periods  referred  to  above  in  conformity  with
accounting principles generally accepted in the United States.


                                        /s/ Ernst + Young LLP

Los Angeles, California
July 31, 2000

20
<PAGE>
================================================================================

                                     ADVISOR
                           LEONETTI & ASSOCIATES, INC.
                     1130 Lake Cook Road, Suite 300 Buffalo
                                 Grove, IL 60089

                                   DISTRIBUTOR
                     FIRST FUND DISTRIBUTORS, INC. 4455 East
                            Camelback Rd., Suite 261E
                                Phoenix, AZ 85018

                                    CUSTODIAN
                     FIRSTAR INSTITUTIONAL CUSTODY SERVICES
                                425 Walnut Street
                              Cincinnati, OH 45202

                                 TRANSFER AGENT
                          AMERICAN DATA SERVICES, INC.
                           P.O. Box 5536 Hauppauge, NY
                            11788-0132 (800) 282-2340

                                    AUDITORS
                           ERNST & YOUNG LLP 725 South
                         Figueroa Street Los Angeles, CA
                                      90017

                                  LEGAL COUNSEL
              PAUL, HASTINGS, JANOFSKY & WALKER, LLP 345 California
                   Street, 29th Floor San Francisco, CA 94104


================================================================================
This  report is  intended  for  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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