PROFESSIONALLY MANAGED PORTFOLIOS, 497, 1996-05-16

PROFESSIONALLY MANAGED PORTFOLIOS
497, 1996-05-16

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KAYNE, ANDERSON

KAYNE, ANDERSON RISING DIVIDENDS FUND
1800 AVENUE OF THE STARS, SECOND FLOOR
LOS ANGELES, CA 90067
(310) 556-2721

KAYNE, ANDERSON RISING DIVIDENDS FUND (the "Fund") is a no-load mutual fund
whose primary investment objective is long-term capital appreciation, with
dividend income as a secondary consideration. The Fund seeks to achieve its
objective by investing principally in equity securities. Kayne, Anderson
Investment Management, L.P. (the "Advisor"), serves as investment advisor to the
Fund.

This Prospectus must be delivered to the investor prior to consummation of
sale and sets forth basic information about the Fund that prospective investors
should know before investing. It should be read and retained for future
reference. The Fund is a series of Professionally Managed Portfolios. A
Statement of Additional Information dated May 1, 1996, as may be amended from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge upon written request to the Fund at the address given
above.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Expense Table..................................................... 2
Financial Highlights.............................................. 3
The Fund's Investment Objective................................... 4
Other Investment Policies......................................... 4
Investment Restrictions........................................... 7
Management of the Fund............................................ 7
How to Buy Shares of the Fund..................................... 8
Shareholder Services and Privileges............................... 9
How to Redeem Shares of the Fund.................................. 10
Dividends, Distributions and Tax Status........................... 11
Performance Information........................................... 12
General Information............................................... 13
</TABLE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PROSPECTUS DATED MAY 1, 1996

<PAGE> 2
EXPENSE TABLE

The following fee table is provided to assist investors in understanding
the various costs and expenses which may be borne directly or indirectly by an
investment in the Fund. Annual Fund operating expense percentages shown below
are based on estimated annualized charges to the Fund during its first full year
of operation. Actual expenses may be more or less than those shown.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum sales charge on purchases (as a percentage of offering price)...... None
Sales charge on reinvested dividends ...................................... None
Maximum contingent deferred sales charge (as % of redemption proceeds)..... None
Rule 12b-1 distribution fees .............................................. None

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management fees ........................................................... 0.75%
Administrative fees........................................................ 0.20%
Other expenses............................................................. 0.25%
-----
Total Operating Expenses .................................................. 1.20%*
=====
</TABLE>

For more information regarding costs and expenses, see "Management of the
Fund" at page 7.

*The Advisor has undertaken to limit the Fund's expenses so that they will
not exceed the limits set by applicable state regulations. The Advisor also may
reimburse additional amounts to the Fund at any time in order to reduce the
Fund's operating expenses, or to the extent required by applicable securities
laws. To the extent that the Advisor reduces its fees, the Fund will reimburse
the Advisor when operating expenses (before reimbursement) are less than the
expense limitation. Thus, overall operating expenses in the future may not fall
below the expense limitation until the Advisor has been fully reimbursed for any
fees foregone.

<TABLE>
<CAPTION>
EXAMPLE ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Assuming a hypothetical investment
of $1,000, a 5% annual return and
redemption at the end of each time
period, an investor in the Fund would
have paid transaction and operating
expenses at the end of each year as
follows: $13 $41 $66 $145
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. IN
ADDITION, FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO ASSUME A 5% ANNUAL RETURN,
BUT THE FUND'S ACTUAL RETURN MAY BE HIGHER OR LOWER.

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The KAYNE, ANDERSON RISING DIVIDENDS FUND (the "Fund") is a diversified
series of Professionally Managed Portfolios (the "Trust") a registered open-end
investment company offering redeemable shares of beneficial interest. Shares may
be purchased and redeemed without a sales or redemption charge at their net
asset value. The minimum initial investment is $5,000 with subsequent
investments of $250 or more ($2,000 and $200, respectively, for retirement
plans).

Like all equity investments, an investment in the Fund involves certain
risks. The value of the Fund's shares will fluctuate with market conditions, and
an investor's shares, when redeemed, may be worth more or less than their
original cost.

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the period.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
May 1, 1995*
through
December 31,1995
- -----------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period............................. $10.65
------
Income from investment operations:
Net investment income...................................... .07
Net realized and unrealized gain on investments............ 2.13
------
Total income from investment operations.......................... 2.20
------
Less distributions:
Dividends from net investment income....................... (.07)
Distributions from net capital gains....................... (.15)
------
Total distributions.............................................. (.22)
Net asset value, end of period................................... $12.63
======

Total return..................................................... 20.65%++

Ratios/supplemental data:

Net assets, end of period (millions)............................. $ 20.6

Ratio of expenses to average net assets.......................... 1.31%+
Ratio of net investment income to average net assets............. 0.94%+

Portfolio turnover rate.......................................... 28%
</TABLE>

*Commencement of operations.

+Annualized.
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THE FUND'S INVESTMENT OBJECTIVE

The Fund's investment objective is long-term capital appreciation, with
dividend income as a secondary consideration. The Fund seeks to achieve its
objective by investing principally in common stocks, and in normal market
conditions, at least 80% of the value of the Fund's total assets will be
invested in common stocks. The Fund also may invest in preferred stocks,
warrants, convertible debt securities and other debt obligations that, in the
Advisor's opinion, offer the possibility of capital appreciation. Because prices
of common stocks and other securities fluctuate, the value of an investment in
the Fund will vary, as the market value of its investment portfolio changes, and
when shares are redeemed, they may be worth more or less than their original
cost. The Fund is diversified, which under applicable federal law means that as
to 75% of its total assets, no more than 5% may be invested in the securities of
a single issuer and no more than 10% of the voting securities of such issuer.
During those times when equity securities that meet the Advisor's investment
criteria cannot be found, for temporary defensive purposes or pending
longer-term investment, the Fund may invest any amount of its assets in
short-term fixed income securities or in cash or cash equivalents. For more
information regarding short-term investments, see "Other Investment Policies"
below.

INVESTMENT APPROACH. In selecting securities for the Fund's portfolio, the
Advisor utilizes a "rising dividends" philosophy. The investment discipline is
believed to be an effective approach to identify well-managed growth companies
with defensive characteristics. The Fund's goal is to invest in companies with
strong rising dividends, significant reinvestment of cash flow and low debt. To
be considered for investment, companies will generally meet certain growth and
quality criteria established by the Advisor as set forth below.

CONSISTENT DIVIDEND INCREASES. Rising dividends companies should have
increased the dividend in at least seven of the past ten years. Furthermore,
each company should have increased dividends at least 100% in the past ten years
and not cut dividends during this period. The Advisor believes that companies
with consistent and rising dividends usually have above-average earnings growth
and have shown a willingness to share that growth with stockholders.

HIGH REINVESTMENT FOR GROWTH. A dividend payout maximum is set at 65% of
current earnings. In the Advisor's view, a reinvestment rate of at least 35% of
earnings enables a company to sustain future growth primarily from internal
sources.

STRONG BALANCE SHEET. Long-term debt should not be more than 35% of total
capitalization. The Advisor believes that low debt levels indicate financial
strength to support growth in good times and to win market share in difficult
times.

Companies which substantially meet these criteria are then researched and
analyzed internally by the Advisor to determine which are the most undervalued
and which are the most overvalued. Each company's relative position in its
industry and the industry cycle also are considered in the investment decision
making process.

OTHER INVESTMENT POLICIES

SHORT-TERM INVESTMENTS. During those times when equity securities that meet
the Advisor's investment criteria cannot be found, for temporary defensive
purposes or pending longer-term investment,

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the Fund may invest any amount of its assets in short-term fixed income
securities or in cash or cash equivalents. These consist of high quality debt
obligations maturing in one year or less from the date of purchase, such as U.S.
Government securities, certificates of deposit, bankers' acceptances and
commercial paper. High quality means the obligations have been rated at least
A-1 by Standard & Poor's or Prime-1 by Moody's, have an outstanding issue of
debt securities rated at least A by Standard & Poor's or Moody's, or are of
comparable quality in the opinion of the Advisor.

REPURCHASE AGREEMENTS. Short-term investments also include repurchase
agreements with respect to the high-quality debt obligations listed above. A
repurchase agreement is a transaction in which the Fund purchases a security
and, at the same time, the seller (normally a commercial bank or broker-dealer)
agrees to repurchase the same security (and/or a security substituted for it
under the repurchase agreement) at an agreed-upon price and date in the future,
normally one day or a few days later. The resale price is in excess of the
purchase price in that it reflects an agreed-upon market interest rate effective
for the period of time during which the Fund holds the securities. The Fund's
risk is limited to the ability of the seller to pay the agreed-upon sum on the
delivery date. When the Fund enters into a repurchase agreement, it obtains
collateral having a value at least equal to the amount of the purchase price. In
the event of bankruptcy or the default by the seller, the Fund might be delayed
in, or prevented from, selling the collateral for the Fund's benefit. The
securities underlying a repurchase agreement will be marked to market every
business day so that their value is at least equal to the amount due from the
seller, including accrued interest. The Advisor will also consider the
credit-worthiness of any bank or broker-dealer involved in repurchase agreements
under procedures adopted by the Board of Trustees.

U.S. GOVERNMENT SECURITIES. U.S. Government securities include direct
obligations issued by the United States Treasury, such as Treasury bills,
certificates of indebtedness, notes and bonds. U.S. Government agencies and
instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Home Loan Banks, the Federal National Mortgage
Association, and the Student Loan Marketing Association. Except for U.S.
Treasury securities, obligations of U.S. Government agencies and
instrumentalities may or may not be supported by the full faith and credit of
the United States. Some, such as those of the Federal Home Loan Banks, are
backed by the right of the issuer to borrow from the Treasury, others by
discretionary authority of the U.S. Government to purchase the agencies'
obligations, while still others, such as the Student Loan Marketing Association,
are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
investor must look principally to the agency issuing or guaranteeing the
obligation for ultimate repayment and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment.

WHEN ISSUED SECURITIES. The Fund may purchase securities on a when-issued
or delayed-delivery basis, generally in connection with an underwriting or other
offering. When-issued and delayed-delivery transactions occur when securities
are bought with payment for and delivery of the securities scheduled to take
place at a future time, beyond normal settlement dates, generally from 15 to 45
days after the transaction. The Fund will segregate liquid assets, such as cash,
U.S. Government securities and other liquid, high quality debt securities in an
amount sufficient to meet its payment obligations with respect to these
transactions.

FOREIGN SECURITIES. The Fund may invest in foreign securities, which may
involve additional risks. The economies of foreign countries may differ
unfavorably from the United States economy with

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respect to certain factors such as growth of domestic product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments positions. Further, such economies may be heavily dependent on
international trade and thus may be adversely affected by trade barriers or
other political or economic measures that may be imposed or negotiated by
countries with which they trade.

The Fund may invest in American Depository Receipts ("ADRs"), which are
receipts issued by an American bank or trust company evidencing ownership of
underlying securities issued by a foreign issuer. ADRs, in registered form, are
designed for use in U.S. securities markets.

With respect to any foreign country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
government regulations, social instability or diplomatic developments which
could adversely affect the economies of such countries or the Fund's investments
in those countries. In addition, it may be more difficult to obtain a judgment
in a court outside the United States.

Trading volume on foreign stock exchanges is substantially less than that
on U.S. exchanges. Further, securities of some foreign companies are less liquid
and more volatile than securities of comparable U.S. companies. Fixed
commissions on foreign markets are generally higher than negotiated commissions
on U.S. exchanges, although the Fund will attempt to achieve the most favorable
results on its portfolio transactions. Many foreign companies are not generally
subject to uniform accounting, auditing, and financial reporting standards,
practices and disclosure requirements comparable to those applicable to U.S.
companies. Consequently, there may be less publicly available information about
such companies than about U.S. companies. Further, there is generally less
governmental supervision and regulation of foreign stock exchanges, brokers and
listed companies than in the United States.

ILLIQUID AND RESTRICTED SECURITIES. The Fund does not anticipate
investments in illiquid or restricted securities to correspond with the Fund's
investment objectives. However, the Fund reserves the right to invest up to 10%
of its net assets in illiquid securities, including (i) securities for which
there is no readily available market; (ii) securities which may be subject to
legal restrictions (so-called "restricted securities") other than Rule 144A
securities noted below; (iii) repurchase agreements having more than seven days
to maturity and (iv) fixed time deposits subject to withdrawal penalties (other
than those with a term of less than seven days). Illiquid securities do not
include those which meet the requirements of Rule 144A under the Securities Act
of 1933 and which the Trustees have determined to be liquid based on the
applicable trading markets.

SECURITIES LENDING. In order to generate additional income, the Fund may
lend its portfolio securities in an amount up to 30% of total Fund assets to
broker-dealers, major banks, or other recognized domestic institutional
borrowers of securities not affiliated with the Advisor. In order to reduce the
risk of default, the borrower at all times during the loan must maintain cash or
cash equivalent collateral or provide the Fund with an irrevocable letter of
credit equal in value to at least 100% of the value of the securities loaned.
During the time portfolio securities are on loan, the borrower pays the Fund any
dividends or interest paid on such securities, and the Fund may invest the cash
collateral and earn additional income, or it may receive an agreed upon amount
of interest from the borrower who has delivered equivalent collateral or a
letter of credit. Loans are subject to termination at the option of the Fund or
the borrower at any time, including when necessary to enable the Fund to be the
record owner for each dividend paid by the issuer thereof.

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<PAGE> 7

BORROWING. The Fund may borrow money only from banks for temporary or
emergency purposes in amounts not to exceed 10% of the Fund's total assets.
Additional investments may not be made while any such outstanding borrowings are
in excess of 5% of the Fund's total assets.

PORTFOLIO TURNOVER. The annual rate of portfolio turnover is generally
expected to be less than 75%. However, the Advisor will not consider the rate of
portfolio turnover to be a limiting factor in determining when or whether to
purchase or sell securities in order to achieve the Fund's objective.

INVESTMENT RESTRICTIONS

The Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Like the Fund's investment
objective, certain of these restrictions are fundamental and may be changed only
by a majority vote of the Fund's outstanding shares.

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. Kayne, Anderson Investment
Management, L.P. ("Kayne, Anderson"), 1800 Avenue of the Stars, Second Floor,
Los Angeles, CA 90067 acts as the Fund's Advisor.

The advisor is a registered investment advisor organized as a California
limited partnership succeeding to the investment advisory business of Kayne,
Anderson Investment Management, Inc., (KAIM) which was founded in 1984, by
Richard Kayne and John Anderson. Kayne, Anderson is in the business of
furnishing investment advice to institutional and private clients and currently
manages approximately $2.2 billion for such clients.

Mr. Allan Rudnick is principally responsible for the management of the
Fund's portfolio. Mr. Rudnick serves as the Chief Investment Officer for KAIM.
Prior to joining KAIM, he was President of Pilgrim Asset Management and Chief
Investment Officer for the Pilgrim Group of Mutual Funds. Mr. Rudnick has over
25 years of experience in the investment industry since earning a BA from
Trinity College and an MBA from Harvard Business School.

The Advisor provides the Fund with advice on buying and selling securities,
manages the investments of the Fund, furnishes the Fund with office space and
certain administrative services, and provides most of the personnel needed by
the Fund. As compensation, the Fund pays the Advisor a monthly management fee
equal to 0.75% per annum of the average daily net assets of the Fund.

Investment Company Administration Corporation (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,
and coordinates the preparation and payment of Fund expenses and reviews the
Fund's expense accruals. The Administrator acts under an administration
agreement and for its services receives a monthly fee at the following annual
rate:

<TABLE>
<CAPTION>
Average net assets Fee or fee rate
------------------ ---------------
<S> <C>
Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets
</TABLE>

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The Fund is responsible for its own operating expenses. The Advisor has
voluntarily undertaken to limit the Fund's operating expenses so that they will
not exceed applicable state expense limitations. The Advisor also may reimburse
additional amounts to the Fund at any time in order to reduce the Fund's
expenses. To the extent the Advisor performs a service for which the Fund is
obligated to pay, the Fund shall reimburse the Advisor for its costs incurred in
rendering such service.

COMPENSATION OF OTHER PARTIES. The Advisor may at its discretion and out of
its own funds compensate third parties, such as financial planners, advisors,
brokers and financial institutions, for the sale and marketing of the Fund.

PORTFOLIO TRANSACTIONS. The Advisor considers a number of factors in
determining which brokers or dealers to use for the Fund's portfolio
transactions. While these are more fully discussed in the Statement of
Additional Information, the factors include, but are not limited to, the
reasonableness of commissions, quality of services and execution, and the
availability of research which the Advisor may lawfully and appropriately use in
its investment management and advisory capacities. Provided the Fund receives
prompt execution at competitive prices, the Advisor may also consider the sale
of Fund shares as a factor in selecting broker-dealers for the Fund's portfolio
transactions.

HOW TO BUY SHARES OF THE FUND

Investors may purchase shares of the Fund by check or wire. First Fund
Distributors, Inc. (the "Distributor") acts as distributor of the Fund's shares.

BY CHECK: For initial investments, an investor should complete the Fund's
Account Application (included with this Prospectus). The completed application,
together with a check payable to "Kayne, Anderson Rising Dividends Fund" should
be mailed to the Fund's Transfer Agent: The Provident Bank, Mutual Fund
Services, P.O. Box 14967, Cincinnati, OH 45250-0967.

For subsequent investments, a stub is attached to the account statement
sent to shareholders after each transaction. The stub should be detached from
the statement and, together with a check payable to "Kayne, Anderson Rising
Dividends Fund," mailed to the Provident Bank in the envelope provided at the
address indicated above. The investor's account number should be written on the
check.

BY WIRE: For initial investments, before wiring funds, an investor should
call the Transfer Agent at (800) 424-2295 to advise the Transfer Agent that an
initial investment will be made by wire and to receive an account number. The
Transfer Agent will request the investor's name and the dollar amount to be
invested and provide an order confirmation number. The investor should then
complete the Fund's Account Application (included with this Prospectus),
including the date and the order confirmation number on the application. The
completed application should be mailed to the address shown at the top of the
Account Application. The investor's bank should transmit immediately available
funds by wire for purchase of shares, in the investor's name to the Fund's
Custodian, as follows:

The Provident Bank
Attn: Mutual Fund Services
ABA Routing Number: 042-000-424
for further credit to Kayne, Anderson Rising Dividends Fund
Account Number [Name of Shareholder]

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For subsequent investments, the investor's bank should wire funds as
indicated above. It is not necessary to contact the Transfer Agent prior to
making subsequent investments by wire, but it is essential that complete
information regarding the investor's account be included in all wire
instructions in order to facilitate prompt and accurate handling of investments.
Investors may obtain further information from the Transfer Agent about remitting
funds in this manner and from their own banks about any fees that may be
imposed.

SHARE CERTIFICATES. You will receive a confirmation of each new transaction
in your account which will also show you the number of Fund shares you own and
the number of shares held in safekeeping by the Fund's Transfer Agent for your
account. You may rely on these confirmations in lieu of certificates as evidence
of your ownership. Shares are credited to an investor's account, and
certificates are not issued unless specifically requested in writing.

INVESTMENT MINIMUMS. The minimum initial investment in the Fund is $5,000.
For retirement plan investments and custodial accounts under the Uniform
Gifts/Transfers to Minors Act the minimum is $2,000. The minimum is reduced to
$100 for purchases through the Automatic Investment Plan or for purchases by
retirement plans through payroll deductions. The minimum for additional
investments is $250.

PURCHASING WITH SECURITIES. Shares may be purchased by tendering payment in
kind in the form of securities that are liquid, unrestricted and have a readily
determinable value, including, but not limited to, shares of common stock and
debt securities, provided the acquisition of such securities is consistent with
the Fund's investment objective and otherwise acceptable to the Advisor. A
purchase of shares by tendering marketable securities may result in gain or loss
to you for federal income tax purposes.

Federal tax law requires that investors provide a certified Taxpayer
Identification Number and certain other required certifications upon opening or
reopening an account in order to avoid backup withholding of taxes at the rate
of 31% on taxable distributions and proceeds of redemptions. See the Fund's
Account Application for further information concerning this requirement.

SHAREHOLDER SERVICES AND PRIVILEGES

AUTOMATIC INVESTMENT PLAN. You may make regular monthly or quarterly
investments in the Fund through automatic withdrawals of specified amounts from
your bank account once an automatic investment plan is established. See the
Account Application for further details about this service or call the Transfer
Agent at (800) 424-2295.

AUTOMATIC REINVESTMENT. Dividends and capital gain distributions are
reinvested without any sales charge in additional shares unless you indicate
otherwise on the Account Application. You may elect to have dividends or capital
gain distributions paid in cash.

AUTOMATIC WITHDRAWALS. You may elect to have regular monthly or quarterly
payments in any fixed amount in excess of $100 if you have an account of $10,000
or more in the Fund. Withdrawal proceeds will normally be received prior to the
end of the month or quarter. There are no separate charges to you under the
automatic withdrawal plan. You may change the amount, frequency of withdrawals,
or terminate this plan by giving written notice to the Fund's Transfer Agent.
See the Account Application for further information. A withdrawal under the
automatic withdrawal plan involves

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a redemption of shares, and may result in a gain or loss for federal income tax
purposes. In addition, if the amount withdrawn exceeds the dividends credited to
the shareholder's account, the account ultimately may be depleted.

RETIREMENT PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). Shares of the
Fund are available for purchase by any retirement plan, including 401(k) plans,
profit sharing plans, 403(b) and IRAs. For more information, contact your
investment dealer or the Transfer Agent at (800) 424-2295.

SHAREHOLDER REPORTS. Shareholders will receive an audited annual report and
a semi-annual report, both of which present the financial statements of the
Fund.

HOW TO REDEEM SHARES OF THE FUND

A shareholder has the right to have the Fund redeem all or any portion of
his outstanding shares at their current net asset value on each day the NYSE is
open for trading. The redemption price is the net asset value per share next
determined after the shares are validly tendered for redemption.

DIRECT REDEMPTION. A written request for redemption must be received by the
Fund's Transfer Agent in order to constitute a valid tender for redemption. To
protect the Fund and its shareholders, a signature guarantee is required for
certain transactions, including redemptions. Signature(s) on the redemption
request must be guaranteed by an "eligible guarantor institution" as defined in
the federal securities laws. These institutions include banks, broker-dealers,
credit unions and savings institutions. A broker-dealer guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program. A notary public is not an
acceptable guarantor.

TELEPHONE REDEMPTION. Shareholders who complete the Redemption by Telephone
portion of the Fund's Account Application may redeem shares on any business day
the NYSE is open by calling the Fund's Transfer Agent at (800) 424-2295 before
4:00 p.m. Eastern time. Redemption proceeds will be mailed or wired at the
shareholder's direction the next business day to the predesignated account. The
minimum amount that may be wired is $1,000 (wire charges, if any, will be
deducted from redemption proceeds).

Telephone redemption privileges authorizes the Fund and its Transfer Agent
on behalf of the shareholder to act upon the instruction of the shareholder by
telephone to redeem shares from the account and transfer the proceeds to the
bank account designated in the authorization form. The Fund and the Transfer
Agent will use procedures to confirm that redemption instructions received by
telephone are genuine, including recording of telephone instructions and
requiring a form of personal identification before acting on such instructions.
Neither the Fund nor the Transfer Agent will be liable for any loss, expense, or
cost arising out of any telephone redemption or exchange request, including any
fraudulent or unauthorized requests that are reasonably believed to be genuine,
provided that such procedures are followed. The Fund may change, modify, or
terminate these privileges at any time upon at least 60 days' notice to
shareholders.

Shareholders may request telephone redemption after an account is opened;
however, the authorization form will require a separate signature guarantee.
Shareholders may experience delays in exercising telephone redemption privileges
during periods of abnormal market activity.

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GENERAL. Payment of redemption proceeds will be made promptly, but not
later than seven days after the receipt of all documents in proper form,
including a written redemption order with appropriate signature guarantee in
cases where telephone redemption privileges are not being utilized. The Fund may
suspend the right of redemption under certain extraordinary circumstances in
accordance with the Rules of the SEC. In the case of shares purchased by check
and redeemed shortly after purchase, the Fund will not mail redemption proceeds
until it has been notified that the check used for the purchase has been
collected, which may take up to 15 days from the purchase date. To minimize or
avoid such delay, investors may purchase shares by certified check or federal
funds wire. A redemption may result in recognition of a gain or loss for federal
income tax purposes.

If a redemption is requested by a corporation, partnership, trust or
fiduciary, written evidence of authority acceptable to the Transfer Agent must
be submitted before such request will be accepted. If the proceeds of the
redemption exceed $50,000, are to be paid to a person other than the record
owner, are to be sent to an address other than the address on the Transfer
Agent's records, or are to be paid to a corporation, partnership, trust or
fiduciary, the signature(s) on the redemption request and on the certificates,
if any, or stock powers must be guaranteed by an "eligible guarantor
institution" as defined on page 10.

REDEMPTION OF SMALL ACCOUNTS. In order to reduce expenses, the Fund may
redeem shares in any account, other than retirement plan or Uniform
Gifts/Transfers to Minors Act accounts, if at any time, due to redemptions, the
total value of a shareholder's account falls below $1,000. Shareholders will be
given 30 days' prior written notice in which to purchase sufficient additional
shares to avoid such a redemption.

HOW THE FUND VALUES ITS SHARES. To determine the Fund's net asset value per
share, the current value of the Fund's total assets, less all liabilities, is
divided by the total number of shares outstanding, and the result is rounded to
the nearer cent. Securities and other assets for which market prices are not
readily available are valued at fair value as determined in good faith by the
Board of Trustees. Debt securities with remaining maturities of 60 days or less
are normally valued at amortized cost, unless the Board of Trustees determines
that amortized cost does not represent fair value. Cash and receivables will be
valued at their face amounts. Interest will be recorded as accrued, and
dividends will be recorded on their ex-dividend date.

The Fund will calculate its net asset value once daily as of the close of
trading on the NYSE on days that the NYSE is open for trading.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

DIVIDENDS AND DISTRIBUTIONS. The Fund expects to pay income dividends
annually. Distributions of net capital gains if any, will be made at least
annually. The Board of Trustees may determine to declare dividends and make
distributions more or less frequently.

Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares at the net asset
value per share on the reinvestment date unless the shareholder has previously
requested in writing to the Transfer Agent that payment be made in cash.

Any dividend or distribution paid by the Fund has the effect of reducing
the net asset value per share on the reinvestment date by the amount of the
dividend or distribution. Investors should note that

11
<PAGE> 12
a dividend or distribution paid on shares purchased shortly before such dividend
or distribution was declared will be subject to income taxes as discussed below
even though the dividend or distribution represents, in substance, a partial
return of capital to the shareholder.

TAX STATUS. The Fund intends to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Code. As long as the Fund
continues to qualify, and as long as the Fund distributes sufficient income each
year to shareholders, the Fund will not be subject to federal income tax or the
4% excise tax based on net income. Distributions made by the Fund will be
taxable to shareholders whether received in shares (through dividend
reinvestment) or in cash. Distributions derived from net investment income,
including net short-term capital gains, are taxable to shareholders as ordinary
income. A portion of these distributions may qualify for the intercorporate
dividends-received deduction. Distributions designated as capital gains
dividends are taxable as long-term capital gains regardless of the length of
time shares of the Portfolio have been held. Although distributions are
generally taxable when received, certain distributions made in January are
taxable as if received December 31 of the preceding year. Shareholders will be
informed annually of the amount and nature of the Fund's distributions.

Additional information about taxes is set forth in the Statement of
Additional Information. Shareholders should consult their own tax advisers
concerning federal, state and local taxation of distributions from the Fund.

PERFORMANCE INFORMATION

TOTAL RETURN. From time to time, the Fund may publish its total return in
advertisements and communications to investors. Total return information may
include the Fund's average annual compounded rate of return over the four most
recent calendar quarters and over the period from the Fund's inception of
operations. The Fund may also advertise aggregate and average total return
information over different periods of time. The Fund's total return will be
based upon the value of the shares acquired through a hypothetical $1,000
investment at the beginning of the specified period and the net asset value of
such shares at the end of the period, assuming reinvestment of all
distributions. Total return figures will reflect all recurring charges against
Fund income. In all cases, the Fund will adhere to the total return standards
promulgated by the SEC and more fully disclosed in the Statement of Additional
Information. Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of the Fund's total return for any
prior period should not be considered as a representation of what an investor's
total return may be in any future period. The investment return and principal
value of an investment in the Fund will fluctuate and an investor's proceeds
upon redeeming shares may be more or less than the original cost of the shares.

In addition to standardized returns, performance advertisements and sales
literature may also include other total return performance data
("non-standardized returns"). Non-standardized returns may be quoted for the
same or different periods as those for which standardized returns are quoted and
may consist of aggregate or average annual percentage rates of return, actual
year by year rates or any combination thereof. All data included in performance
advertisements will reflect past performance and will not necessarily be
indicative of future results.

The Fund may advertise relative rankings by mutual fund ranking services
such as Lipper Analytical Services or Morningstar, Inc. Such advertisements may
also include data from business periodicals, other industry publications and
market indices.

12
<PAGE> 13

GENERAL INFORMATION

The Trust was organized as a Massachusetts business trust on February 17,
1987. The Agreement and Declaration of Trust permits the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest,
without par value, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series, or classify shares as
separate classes. The Fund also has reserved the right to invest all of its
assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
limitations as the Fund. It is not presently intended that such investment will
be made. The fiscal year of the Fund ends on December 31.

SHAREHOLDER RIGHTS. Shares issued by the Fund have no preemptive,
conversion, or subscription rights. Shareholders have equal and exclusive rights
as to dividends and distributions as declared by the Fund and to the net assets
of the Fund upon liquidation or dissolution. The Fund, as a separate series of
the Trust, votes separately on matters affecting only the Fund (e.g., approval
of the Management and Advisory Agreements); all series of the Trust vote as a
single class on matters affecting all series jointly or the Trust as a whole
(e.g., election or removal of Trustees). Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Trust is
not required and does not intend to hold annual meetings of shareholders, such
meetings may be called by the Trustees at their discretion, or upon demand by
the holders of 10% or more of the outstanding shares of the Trust for the
purpose of electing or removing Trustees.

CUSTODIAN AND TRANSFER AGENT. Provident Bank is custodian of the Fund's
assets and acts as transfer and dividend disbursing agent. Shareholder inquiries
should be directed to the Transfer Agent at (800) 424-2295.

13
<PAGE> 14

ADVISOR

Kayne, Anderson Investment Management, L.P.
1800 Avenue of the Stars
Second Floor
Los Angeles, California 90067
(310) 556-2721

DISTRIBUTOR

First Fund Distributors, Inc.
4455 E. Camelback Road
Suite 261-E
Phoenix, Arizona 85018
(602) 952-1100

CUSTODIAN AND TRANSFER AGENT

The Provident Bank
P.O. Box 14967
Cincinnati, Ohio 45250-0967
(800) 424-2295

AUDITORS

Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102

LEGAL COUNSEL

Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104

KAYNE, ANDERSON

PROSPECTUS DATED MAY 1, 1996
<PAGE> 15
NEW ACCOUNT APPLICATION
KAYNE, ANDERSON
MAIL TO: The Provident Bank
Mutual Fund Services
P.O. Box 14967
Cincinnati, Ohio 45250-0967

Use this form only for individual, custodial, trust, profit-sharing, pension or
other plan accounts. Do NOT use this form for IRA's (unless the IRA is a
self-directed IRA with another trustee or custodian). A special form is
available for IRA's; please call (800) 424-2295 for information or assistance.
- ------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ACCOUNT (FOR INDIVIDUAL
REGISTRATION OR ---------------------------------------------------------------------------------------------
JOINT OWNERS) First Name Middle Name or Initial Last name Social Security Number

---------------------------------------------------------------------------------------------
Joint Owner Social Security Number

Registration will be "Joint Tenants with Right of Survivorship" unless otherwise specified:

---------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(FOR UNIFORM
[ ] TRANSFERS ---------------------------------------------------------------------------------------------
[ ] GIFTS Custodian's Name (Only One Allowed)
TO MINORS ACT
ACCOUNTS) ---------------------------------------------------------------------------------------------
Minor's Name (Only One Allowed) Minor's Social Security No.

---------------------------------------------------------------------------------------------
State of Residence
------------------------------------------------------------------------------------------------------------------
(FOR CORPORATE
TRUST OR OTHER ---------------------------------------------------------------------------------------------
FIDUCIARY Name of Corporation Trust, etc.
ACCOUNTS)
---------------------------------------------------------------------------------------------
Name and Date of Trust (Continued)

---------------------------------------------------------------------------------------------
Name(s) of Trustee(s), Beneficiary, etc. Tax ID Number
- ----------------------------------------------------------------------------------------------------------------------------------
ADDRESS FOR
MAILINGS ---------------------------------------------------------------------------------------------
Number and Street

---------------------------------------------------------------------------------------------
Apartment, Floor or Room Number Telephone No. (Include Area Code)

---------------------------------------------------------------------------------------------
City State Zip Code
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT AMOUNT [ ] By wire (Please call (800) 424-2295 for instructions)
[ ] By check, payable to "Kayne, Anderson Rising Dividends Fund"
$ _________ [ ] Existing account
[ ] Order previously placed with investment dealer

</TABLE>
IMPORTANT: THIS FORM IS CONTINUED ON THE REVERSE SIDE
<PAGE> 16
- -------------------------------------------------------------------------------
DISTRIBUTIONS [ ] U.S. Citizen [ ] Other____________ (County of Residence)
-------------------------------------------------------------
Dividends and distributions will be reinvested unless a box
is checked:
[ ] Dividends in cash; capital gain distributions reinvested
[ ] Dividends and capital gain distributions in cash
- ------------------------------------------------------------------------------
SYSTEMATIC [ ] Beginning on ___________, I would like checks sent to me
WITHDRAWAL [ ] monthly or [ ] quarterly. The amount of each check should
PROGRAM be $________. I understand that payments will be made by
redeeming shares from my account and that if the rate of
redemption exceeds the rate of growth of the Fund, my
account may ultimately be depleted.
- -------------------------------------------------------------------------------
REDEMPTIONS [ ] I would like to be able to place a redemption order by
BY TELEPHONE telephone and have the proceeds mailed or wired directly to
the bank account listed below. I understand that these
procedures are offered as a convenience to me, and I agree
that if the identification procedures set forth in the
prospectus are followed, neither the Funds nor the
Transfer Agent will be liable for any loss, expense or
cost arising from one of these transactions.
_____________________________________________________________
Name of Bank Address of Bank
_____________________________________________________________
Bank's ABA Number Account Number Name(s) on Account
- -------------------------------------------------------------------------------
SIGNATURES: I represent that I am of legal age, have legal capacity to make
this purchase and have received and read a prospectus. I certify under penalty
of perjury that: (1) the social security or other tax identification number
stated above is correct and (2) I am not subject to backup withholding because
[ ] the IRS has not informed me that I am subject to backup withholding, or
[ ] the IRS has notified me that I am no longer subject to backup withholding.
(Check appropriate box. If you ARE subject to backup withholding, strike
out section 2.)
______________________________________________________________________________
Signature of Owner, Signature of Joint Owner Date
Trustee or Custodian
- ------------------------------------------------------------------------------
DEALER INFORMATION
______________________________________________________________________________
Name of Dealer Name of Representative Rep ID No.
______________________________________________________________________________
Address of Reps Branch Branch ID No.

APP.KAF 1/95
<PAGE> 17
INSIGHTFUL INVESTOR GROWTH FUND

175 GREAT NECK ROAD, STE. 307
GREAT NECK, NY 11021
(800) 385-7003

INSIGHTFUL INVESTOR GROWTH FUND (the "Fund") is a mutual fund with the
investment objective of seeking growth of capital. The Fund seeks to achieve its
objective by investing principally in common stocks. Insightful Management
Corporation (the "Advisor") serves as investment advisor to the Fund.

This Prospectus sets forth basic information about the Fund that
prospective investors should know before investing. It should be read and
retained for future reference. The Fund is a series of Professionally Managed
Portfolios. A Statement of Additional Information dated May 1, 1996, as may be
amended from time to time, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information is available without charge upon written request to the Fund at the
address or telephone number given above.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Expense Table........................................................ 2
Financial Highlights................................................. 3
Objective and Investment Approach of the Fund........................ 4
Management of the Fund............................................... 6
How To Invest in the Fund............................................ 7
How To Redeem an Investment in the Fund.............................. 9
Services Available to the Fund's Shareholders........................ 10
How the Fund's Per Share Value Is Determined......................... 11
Distributions and Taxes.............................................. 11
General Information.................................................. 12
</TABLE>

PROSPECTUS DATED MAY 1, 1996
<PAGE> 18
INSIGHTFUL INVESTOR GROWTH FUND (the "Fund") is a diversified series of
Professionally Managed Portfolios (the "Trust"), an open-end management
investment company offering redeemable shares of beneficial interest. Shares may
be purchased at their net asset value per share without a sales charge. The
minimum initial investment is $10,000 with subsequent investments of $500 or
more ($1,000 and $100, respectively, for retirement plans). The Fund has adopted
a plan of distribution under which the Fund will pay the Distributor a fee at an
annual rate of up to 0.25% of the Fund's net assets. A long-term shareholder may
pay more, directly and indirectly, in sales charges and such fees than the
maximum sales charge permitted under the rules of the National Association of
Securities Dealers. Shares will be redeemed at net asset value per share.

Although the principal of the Advisor is the editor of Invest With The
Masters, an investment newsletter, and the Advisor, in managing the Fund's
portfolio, may use investment approaches and techniques developed in connection
with the newsletter, investors should be aware that the securities held by the
Fund, the Fund's operating expenses, policies and restrictions, and its
investment results will differ from investment techniques, securities and
results that may be discussed in the newsletter. Particular securities and
investment performance discussed in the newsletter should not be regarded as
indicative of the holdings of or investment results to be obtained from an
investment in the Fund.

EXPENSE TABLE

Expenses are one of several factors to consider when investing in the Fund.
The purpose of the following fee table is to provide an understanding of the
various costs and expenses which may be borne directly or indirectly by an
investment in the Fund. Actual expenses may be more or less than those shown.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Load Imposed on Purchases...................................... None
Maximum Sales Load Imposed on Reinvested Dividends........................... None
Deferred Sales Load.......................................................... None
Redemption Fees.............................................................. None
Exchange Fee................................................................. None
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Investment Advisory Fee...................................................... 1.25%
Fee to Administrative Manager................................................ *0.20%
12b-1 Fee.................................................................... 0.25%
Other expenses (after waiver)................................................ **0.80%
----
Total Fund Operating Expenses (after waiver)*................................ **2.50%
====
</TABLE>

*The Administrative Manager's fee is the greater of 0.20% of average daily net
assets annually or $30,000.

**The Advisor has undertaken to limit the Fund's operating expenses to an amount
which will not exceed the most restrictive state expense limitation, which is
currently 2.50% annually of average net assets under $30 million.

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
This table illustrates the net transaction and operating expenses that
would be incurred by an investment in the Fund over different time periods,
assuming a $1,000 investment, a 5% annual return,
and redemption at the end of each time period. $25 $78 $133 $284
</TABLE>

2
<PAGE> 19
THE EXAMPLE SHOWN ON THE PREVIOUS PAGE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. IN ADDITION, FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO
ASSUME A 5% ANNUAL RETURN, BUT THE FUND'S ACTUAL RETURN MAY BE HIGHER OR LOWER.
SEE "MANAGEMENT OF THE FUND."

FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period.

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the period indicated
below is incorporated by reference herein and appears in the annual report to
shareholders. This information should be read in conjunction with the financial
statements and accompanying notes which are incorporated by reference from the
annual report into the Statement of Additional Information. Further information
about the Fund's performance is contained in its annual report, which may be
obtained without charge by writing or calling the address or telephone number on
the Prospectus cover page.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
July 28, 1995*
through
December 31, 1995
- -----------------------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period ..................................... $10.00
------
Income from investment operations:
Net investment income .............................................. .01
Net realized and unrealized gain on investments .................... 1.59
------
Total from investment operations.......................................... 1.60
------
Less distributions:
Dividends from net investment income................................ (.01)
------
Net asset value, end of period ........................................... $11.59
======
Total return ............................................................. 15.93%
Ratios/supplemental data:
Net assets, end of period (millions)...................................... $ 2.1
Ratio of expenses to average net assets:
Before expense reimbursement ....................................... 8.13%+
After expense reimbursement......................................... 2.50%+
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement ....................................... (5.31)%+
After expense reimbursement ........................................ 0.32%+
Portfolio turnover rate .................................................. 50.75%
</TABLE>

*Commencement of operations.

+Annualized.
3
<PAGE> 20
OBJECTIVE AND INVESTMENT APPROACH OF THE FUND

The investment objective of the Fund is growth of capital. The Fund pursues
its objective by investing principally in common stocks and under normal market
conditions, at least 65% of the Fund's total assets will be invested in common
stocks that the Advisor believes will produce growth of capital. The Fund also
may invest in preferred stocks, warrants, convertible debt obligations, and
other debt obligations that, in the Advisor's opinion, offer the possibility of
capital growth. There is, of course, no assurance that the Fund's objective will
be achieved. Because the price of common stocks and other securities fluctuate,
the value of an investment in the Fund will vary as the market value of its
investment portfolio changes and when shares are redeemed they may be worth more
or less than their original cost. The Fund is diversified, which under
applicable federal law means that as to 75% of its total assets, no more than 5%
may be invested in the securities of a single issuer and that no more than 10%
of its total assets may be invested in the voting securities of any such issuer.

INVESTMENT APPROACH. The Advisor's approach to selecting securities with
growth potential begins with its identification and selection of a limited
number of top-performing investors and investment managers ("major investors")
with long-term track records of superior investment performance whose own
investments and recommendations, in the Advisor's judgment, present
possibilities for growth. The Advisor gains access to such information through
publications disseminated by such major investors, through research and on-line
services that track purchases and sales of such investors, and through
monitoring of publicly available information about securities transactions of
such investors, such as governmental regulatory reports.

Once the Advisor has identified a group of growth stocks from its analysis
of current holdings and recommendations of such major investors, such stocks are
further analyzed by the Advisor to determine which of them would be appropriate
for purchase by the Fund. In general, the Advisor looks for companies whose
sales and earnings have grown by at least 20% per year for the past three years,
with strong positive cash flow from operations and strong balance sheets. The
overall goal is to select those growth stocks that are viewed as likely to show
strong sales and earnings gains over the next two years and are trading at
price/earnings ratios below the overall market.

During those times when stocks cannot be found that meet the Advisor's
investment criteria, and for temporary defensive purposes or pending longer-term
investment, the Fund may invest any amount of its assets in short-term money
market instruments, including securities issued by the U.S. Government, its
agencies and instrumentalities ("U.S. Government Securities") or other such
instruments rated in the top two grades by Moody's Investors Services
("Moody's") or Standard & Poor's Corporation ("S&P") or, if unrated, instruments
deemed to be of comparable quality by the Advisor.

Sales of the Fund's portfolio securities by the Advisor may occur where the
Advisor believes, either based on its own analysis or jointly with the
assessment of one of the major investors the Advisor follows, that the stock
appears fully valued or overvalued based on its growth prospects, that the
growth prospects of a particular stock have decreased based on a fundamental
change in the company's business, or notwithstanding growth prospects, the stock
is viewed negatively by the majority of the major investors the Advisor follows.

PORTFOLIO TURNOVER. The annual rate of portfolio turnover is not expected
to exceed 100%. In general, the Advisor will not consider the rate of portfolio
turnover to be a limiting factor in determining when or whether to purchase or
sell securities in order to achieve the Fund's objective.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements in
order to earn additional income on available cash, or as a defensive investment
in periods when the Fund is primarily in short-term securities. A

4
<PAGE> 21
repurchase agreement is a short-term investment in which the purchaser (i.e.,
the Fund) acquires ownership of a U.S. Government security (which may be of any
maturity) and the seller agrees to repurchase the obligation at a future time at
a set price, thereby determining the yield during the purchaser's holding period
(usually not more than seven days from the date of purchase). Any repurchase
transaction in which the Fund engages will require full collateralization of the
seller's obligation during the entire term of the repurchase agreement. In the
event of a bankruptcy or other default of the seller, the Fund could experience
both delays in liquidating the underlying security and losses in value. However,
the Fund intends to enter into repurchase agreements only with banks with assets
of $500 million or more that are insured by the Federal Deposit Insurance
Corporation and the most creditworthy registered securities dealers pursuant to
procedures adopted and regularly reviewed by the Trust's Board of Trustees. The
Advisor monitors the creditworthiness of the banks and securities dealers with
whom the Fund engages in repurchase transactions, and the Fund will not invest
more than 10% of its net assets in illiquid securities, including repurchase
agreements maturing in more than seven days.

ILLIQUID AND RESTRICTED SECURITIES. The Fund may not invest more than 10%
of its net assets in illiquid securities, including (i) securities for which
there is no readily available market; (ii) securities the disposition of which
would be subject to legal restrictions (so-called "restricted securities"); and
(iii) repurchase agreements having more than seven days to maturity. A
considerable period of time may elapse between the Fund's decision to dispose of
such securities and the time when the Fund is able to dispose of them, during
which time the value of the securities could decline. Restricted securities do
not include those which meet the requirements of Rule 144A under the Securities
Act of 1933, as amended, and which the Trustees of the Trust have determined to
be liquid based on the applicable trading markets.

FOREIGN SECURITIES. The Fund may invest up to 25% of its total assets in
U.S. dollar-denominated securities of foreign issuers, including American
Depositary Receipts with respect to securities of foreign issuers. There may be
less publicly available information about these issuers than is available about
companies in the U.S. and foreign auditing requirements may not be comparable to
those in the U.S. In addition, the value of foreign securities may be adversely
affected by movements in the exchange rates between foreign currencies and the
U.S. dollar, as well as other political and economic developments, including the
possibility of expropriation, confiscatory taxation, exchange controls or other
foreign governmental restrictions. The Fund may also invest without limit in
securities of foreign issuers which are listed and traded on a domestic national
securities exchange.

SHORT SALES. The Fund may engage in short sales of securities. In a short
sale, the Fund sells stock which it does not own, making delivery with
securities "borrowed" from a broker. The Fund is then obligated to replace the
security borrowed by purchasing it at the market price at the time of
replacement. This price may or may not be less than the price at which the
security was sold by the Fund. Until the security is replaced, the Fund is
required to pay to the lender any dividends or interest which accrue during the
period of the loan. In order to borrow the security, the Fund may also have to
pay a premium which would increase the cost of the security sold. The proceeds
of the short sale will be retained by the broker, to the extent necessary to
meet margin requirements, until the short position is closed out.

The Fund also must deposit in a segregated account an amount of cash or
U.S. Government Securities equal to the difference between (a) the market value
of the securities sold short at the time they were sold short and (b) the value
of the collateral deposited with the broker in connection with the short sale
(not including the proceeds from the short sale). While the short position is
open, the Fund must maintain daily the segregated account at such a level that
(1) the amount deposited in it plus the amount deposited with the broker as
collateral equals the current market value of the securities sold short and (2)
the amount deposited in it plus the amount deposited with the broker as
collateral is not less than the market value of the securities at the time they
were sold short.

5
<PAGE> 22
The Fund will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and date on which the
Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased and the amount of any loss will be increased by any dividends or
interest the Fund may be required to pay in connection with the short sale.

The dollar amount of short sales at any one time (not including short sales
against-the-box) may not exceed 25% of the net equity of the Fund. The value of
securities of any one issuer in which the Fund is short may not exceed the
lesser of 2% of the value of the Fund's net assets or 2% of the securities of
any class of any issuer.

A short sale is "against-the-box" if at all times when the short position
is open, the Fund owns an equal amount of the securities or securities
convertible into, or exchangeable without further consideration for, securities
of the same issue as the securities sold short. Such a transaction serves to
defer a gain or loss for Federal income tax purposes.

OPTIONS TRANSACTIONS. The Fund may buy call and put options on individual
securities, stock indices, index futures, and write covered call and put
options, and engage in related closing transactions. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell the
underlying security at the exercise price at any time during the option period.
Conversely, a put option gives the purchaser of the option the right to sell,
and obligates the writer to buy the underlying security at the exercise price at
any time during the option period. A covered call option sold by the Fund, which
is a call option with respect to which the Fund owns the underlying security,
exposes the Fund during the term of the option to possible loss of opportunity
to realize appreciation in the market price of the underlying security or to
possible continued holding of a security which might otherwise have been sold to
protect against depreciation in the market price of the security. A covered put
option sold by the Fund exposes the Fund during the term of the option to a
decline in the price of the underlying security. A put option sold by the Fund
is covered when, among other things, cash or liquid securities are placed in a
segregated account with the Fund's custodian to fulfill the obligation
undertaken.

To close out a position when writing covered options, the Fund may make a
"closing purchase transaction," which involves purchasing an option on the same
security with the same exercise price and expiration date as the option which it
has previously written on the security. To close out a position as a purchaser
of an option, the Fund may make a "closing sale transaction," which involves
liquidating the Fund's position by selling the option previously purchased. The
Fund will realize a profit or loss from a closing purchase or sale transaction
depending upon the difference between the amount paid to purchase an option and
the amount received from the sale thereof.

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. The Advisor, Insightful
Management Corporation, 175 Great Neck Road, Ste. 307, Great Neck, NY 11021, has
been in the investment advisory business since 1994. The Advisor is controlled
by Mr. Dan Bruce Levine who is responsible for management of the Fund's
portfolio. While the Advisor has not previously advised a registered investment
company, Mr. Levine is the former owner and publisher and is the editor of
Invest With The Masters, an investment newsletter which has utilized investment
strategies that the Fund may utilize.

6
<PAGE> 23
The Advisor provides the Fund with advice on buying and selling securities,
manages the investments of the Fund, furnishes the Fund with office space and
certain administrative services, and provides most of the personnel needed by
the Fund. As compensation, the Fund pays the Advisor a monthly management fee
(accrued daily) based upon the average daily net assets of the Fund at the
annual rate of 1.25%. This fee is higher than that paid by most investment
companies.

Investment Company Administration Corporation (the "Administrator") acts as
the Fund's Administrator under an Administration Agreement. Under that
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 of the Trust, monitors the activities of the Fund's
custodian, transfer agent and accountants, and coordinates the preparation and
payment of Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receive a monthly fee at the following annual rate:

<TABLE>
<CAPTION>
Average net assets of the Fund Fee or fee rate
------------------------- --------------------
<S> <C>
Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets
</TABLE>

The Fund is responsible for its own operating expenses. The Advisor has
undertaken to limit the Fund's operating expenses to an amount which will not
exceed the most restrictive state expense limitation, which is currently 2.50%
annually of average net assets under $30 million. The Advisor also may reimburse
additional amounts to the Fund at any time in order to reduce the Fund's
expenses, or to the extent required by applicable securities laws. Any such
reductions made by the Advisor in its fees or payments or reimbursement of
expenses which are the Fund's obligation may be subject to reimbursement by the
Fund.

The Advisor considers a number of factors in determining which brokers or
dealers to use for the Fund's portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors include, but
are not limited to, the reasonableness of commissions, quality of services and
execution, and the availability of research which the Advisor may lawfully and
appropriately use in its investment management and advisory capacities. Provided
the Fund receives prompt execution at competitive prices, the Advisor may also
consider the sale of Fund shares as a factor in selecting broker-dealers for the
Fund's portfolio transactions.

HOW TO INVEST IN THE FUND

The minimum initial investment in the Fund is $10,000. Subsequent
investments must be at least $500. Investments in retirement plans may be for an
initial minimum of $1,000 and subsequent investments of at least $100. Newcomb &
Company (the "Distributor"), acts as Distributor of the Fund's shares. The
Distributor may, at its discretion, waive the minimum investment requirements
for purchases in conjunction with certain group or periodic plans.

Shares of the Fund are offered continuously for purchase at the public
offering price next determined after a purchase order is received, which is the
net asset value per share. The public offering price is effective for orders
received by the Fund or investment dealers prior to the time of the next
determination of the Fund's net asset value, and in the case of orders placed
with dealers, transmitted promptly to the Transfer Agent. Orders received after
the time of the next determination of the Fund's net asset value will be entered
at the next calculated public offering price.

7
<PAGE> 24
PURCHASES SENT TO THE TRANSFER AGENT. Investors may purchase shares by
sending an Account Application directly to the Transfer Agent, with payment made
either by check or wire.

BY CHECK. For initial investments, an investor should complete the Fund's
Account Application (included with this Prospectus). The completed application,
together with a check payable to "Insightful Investor Growth Fund," should be
sent to Insightful Investor Growth Fund, P.O. Box 856, Cincinnati, OH
45264-0856. Investments sent by overnight delivery services should be sent to
Insightful Investor Growth Fund, Star Bank, N.A., 425 Walnut St., Mutual Fund
Custody Dept., M.L. 6118, Cincinnati, OH 45202.

For subsequent investments, a stub is attached to the account statement
sent to shareholders after each transaction. The stub should be detached from
the statement and together with a check payable to "Insightful Investor Growth
Fund," mailed to the address indicated above. The investor's account number
should be written on the check.

BY WIRE. For initial investments, before wiring funds, an investor should
call the Transfer Agent at (800) 385-7003 between the hours of 9:00 AM and 4:00
PM Eastern time on a day when the NYSE is open for trading to advise that an
initial investment will be made by wire and to receive an account number. It is
necessary to notify the Fund prior to each wire purchase. Wires sent without
notifying the Fund will result in a delay of the effective date of your
purchase. The Transfer Agent will request the investor's name and the dollar
amount to be invested and provide an order confirmation number. The investor
should then complete the Fund's Account Application (included with this
Prospectus), including the date and the order confirmation number on the
application. The completed Application should be mailed to the address shown at
the top of the completed Account Application. The investor's bank should
transmit immediately available funds by wire for purchase of shares, in the
investor's name to the Fund as follows:

Star Bank, N.A.
ABA Routing Number: 0420-0001-3
for further credit to Insightful Investor Growth Fund
Account Number [Name of Shareholder]

For subsequent investments, the investor should first notify the Fund and
then the investor's bank should wire funds as indicated above. It is essential
that complete information regarding the investor's account be included in all
wire instructions in order to facilitate prompt and accurate handling of
investments. Investors may obtain further information from the Transfer Agent
about remitting funds in this manner and from their own banks about any fees
that may be imposed.

GENERAL. Investors will not be permitted to redeem any shares purchased
with an initial investment made by wire until one business day after the
completed Account Application is received by the Fund. All investments must be
made in U.S. dollars and, to avoid fees and delays, checks should be drawn only
on U.S. banks and should not be made by third party check. A charge may be
imposed if any check used for investment does not clear. The Fund and the
Distributor reserve the right to reject any purchase order in whole or in part.

If an order, together with payment in proper form, is received by the
Transfer Agent by the close of trading on the New York Stock Exchange (currently
4:00 p.m., New York City time), Fund shares will be purchased at the offering
price determined as of the close of trading on that day. Otherwise, Fund shares
will be purchased at the offering price determined as of the close of trading on
the New York Stock Exchange on the next business day. Federal tax law requires
that investors provide a certified Taxpayer Identification Number and certain
other

8
<PAGE> 25
required certifications upon opening or reopening an account in order to avoid
backup withholding of taxes at the rate of 31% on taxable distributions and
proceeds of redemptions. See the Fund's Account Application for further
information concerning this requirement.

The Fund is not required to issue share certificates. All shares are
normally held in non-certificated form registered on the books of the Fund and
the Fund's Transfer Agent for the account of the shareholder.

HOW TO REDEEM AN INVESTMENT IN THE FUND

A shareholder has the right to have the Fund redeem all or any portion of
his outstanding shares at their current net asset value on each day the New York
Stock Exchange is open for trading. The redemption price is the net asset value
per share next determined after the shares are validly tendered for redemption.

TELEPHONE REDEMPTION. Shareholders who complete the Redemption by Telephone
portion of the Fund's Account Application may redeem shares on any business day
the New York Stock Exchange is open by calling the Fund's Transfer Agent at
(800) 385-7003 before 4:00 p.m. Eastern time. Redemption proceeds will be mailed
or wired at the shareholder's direction the next business day to the
predesignated account. The minimum amount that may be wired is $1,000 (wire
charges, if any, will be deducted from redemption proceeds).

By establishing telephone redemption privileges, a shareholder authorizes
the Fund and its Transfer Agent to act upon the instruction of any person by
telephone to redeem from the account for which such service has been authorized
and transfer the proceeds to the bank account designated in the Authorization.
The Fund and the Transfer Agent will use procedures to confirm that redemption
instructions received by telephone are genuine, including recording of telephone
instructions and requiring a form of personal identification before acting on
such instructions. If these normal identification procedures are not followed,
the Fund or its agents could be liable for any loss, liability or cost which
results from acting upon instructions of a person believed to be a shareholder
with respect to the telephone redemption privilege. The Fund may change, modify,
or terminate these privileges at any time upon at least 60 days' notice to
shareholders.

Shareholders may request telephone redemption privileges after an account
is opened; however, the authorization form will require a separate signature
guarantee. Shareholders may experience delays in exercising telephone redemption
privileges during periods of abnormal market activity.

9
<PAGE> 26
proceeds until it has been notified that the check used for the purchase has
been collected, which may take up to 15 days from the purchase date. To minimize
or avoid such delay, investors may purchase shares by certified check or federal
funds wire. A redemption may result in recognition of a gain or loss for federal
income tax purposes.

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account, other than retirement plan
or Uniform Gift to Minors Act accounts, if at any time, due to redemptions by
the shareholder, the total value of a shareholder's account does not equal at
least $10,000. If the Fund determines to make such an involuntary redemption,
the shareholder will first be notified that the value of his account is less
than $10,000 and will be allowed 30 days to make an additional investment to
bring the value of his account to at least $10,000 before the Fund takes any
action.

DISTRIBUTION AGREEMENT. The Distributor is the principal underwriter and
distributor of shares of the Fund. The Distributor makes a continuous offering
of the Fund's shares and bears the costs and expenses of printing and
distributing to selected dealers and prospective investors any copies of any
prospectuses, statements of additional information and annual and interim
reports of the Fund other than to existing shareholders (after such items have
been prepared and set in type by the Fund) which are used in connection with the
offering of shares, and the costs and expenses of preparing, printing and
distributing any other literature used by the Distributor or furnished by it for
use by selected dealers in connection with the offering of the shares for sale
to the public. All or a part of the expenses borne by the Distributor may be
reimbursed pursuant to the Distribution and Shareholder Servicing Plan discussed
below.

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN. The Fund has adopted a
Distribution and Shareholder Servicing Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan") under which the Fund pays the
Distributor an amount which is accrued daily and paid monthly, at an annual rate
of up to 0.25% of the average daily net assets of the Fund. Amounts paid under
the Plan by the Fund are paid to the Distributor to reimburse it for costs of
the services it provides and the expenses it bears in the distribution of the
Fund's shares, including overhead and telephone expenses; printing and
distribution of prospectuses and reports used in connection with the offering of
the Fund's shares to prospective investors; and preparation, printing and
distribution of sales literature and advertising materials. Such fee is paid to
the Distributor each year only to the extent of such costs and expenses of the
Distributor under the Plan actually incurred in that year, up to 0.25% of the
average daily net assets of the Fund for that year. In addition, payments to the
Distributor under the Plan reimburse the Distributor for payments it makes to
selected dealers and administrators which have entered into Service Agreements
with the Distributor of periodic fees for services provided to shareholders of
the Fund. The services provided by selected dealers pursuant to the Plan are
primarily designed to promote the sale of shares of the Fund and include the
furnishing of office space and equipment, telephone facilities, personnel and
assistance to the Company in servicing such shareholders. The service provided
by administrators pursuant to the Plan are designed to provide support services
to the Fund and include establishing and maintaining shareholders' accounts and
records, processing purchase and redemption transactions, answering routine
client inquires regarding the Fund, and providing such other services to the
Fund as the Company may reasonably request.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

RETIREMENT PLANS. The minimum initial investment for such plans is $1,000,
with minimum subsequent investments of $100. The Fund offers a prototype
Individual Retirement Account ("IRA") plan and information is available from the
Distributor or from your securities dealer with respect to Keogh, Section 403(b)
and other retirement plans offered. Investors should consult a tax adviser
before establishing any retirement plan.

10
<PAGE> 27
CHECK-A-MATIC PLAN. For the convenience of shareholders, the Fund offers a
preauthorized check service under which a check is automatically drawn on the
shareholder's personal checking account each month for a predetermined amount
(but not less than $250), as if the shareholder had written it himself. Upon
receipt of the withdrawn funds, the Fund automatically invests the money in
additional shares of the Fund at the current net asset value. Applications for
this service are available from the Distributor. There is no charge by the Fund
for this service. The Distributor may terminate or modify this privilege at any
time, and shareholders may terminate their participation by notifying the
Transfer Agent in writing, sufficiently in advance of the next scheduled
withdrawal.

SYSTEMATIC WITHDRAWAL PROGRAM. As another convenience, the Fund offers a
Systematic Withdrawal Program whereby shareholders may request that a check
drawn in a predetermined amount be sent to them each month or calendar quarter.
A shareholder's account must have Fund shares with a value of at least $10,000
in order to start a Systematic Withdrawal Program, and the minimum amount that
may be withdrawn each month or quarter under the Systematic Withdrawal Program
is $100. This Program may be terminated or modified by a shareholder or the Fund
at any time without charge or penalty.

A withdrawal under the Systematic Withdrawal Program involves a redemption
of shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount withdrawn exceed the dividends credited to the
shareholder's account, the account ultimately may be depleted.

EXCHANGE PRIVILEGE. Shareholders may exchange shares (in amounts of $1,000
or more) of the Fund for shares of RNC Liquid Assets Fund, Inc. ("RNC Fund"), a
money market fund not affiliated with the Fund or the Advisor, if such shares
are offered in your state of residence. Prior to making such exchange, you
should obtain and carefully read the prospectus for the RNC Fund. The exchange
privilege does not constitute an offering or recommendation on the part of the
Fund or Advisor of an investment in the RNC Fund. For further information,
contact the Transfer Agent at 1-800-385-7003.

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

The net asset value of a Fund share is determined once daily as of the
close of public trading on the New York Stock Exchange (currently 4:00 p.m.
Eastern time) on each day the New York Stock Exchange is open for trading. Net
asset value per share is calculated by dividing the value of the Fund's total
assets, less its liabilities, by the number of Fund shares outstanding.

Portfolio securities are valued using current market values, if available.
Securities for which market quotations are not readily available are valued at
fair values as determined in good faith by or under the supervision of the
Trust's officers in accordance with methods which are specifically authorized by
the Board of Trustees. Short-term obligations with remaining maturities of sixty
days or less are valued at amortized cost as reflecting fair value.

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. Any dividends from net investment income are
declared and paid at least annually, typically at the end of the Fund's fiscal
year (December 31). Any undistributed net capital gains realized during the
12-month period ended each October 31, as well as any additional undistributed
capital gains realized during the Fund's fiscal year, will also be distributed
to shareholders on or about December 31 of each year.

Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of the Fund at
the net asset value per share on the reinvestment date unless the shareholder
has previously requested in writing to the Transfer Agent that payment be made
in cash.

11
<PAGE> 28
Any dividend or distribution paid by the Fund has the effect of reducing
the net asset value per share on the reinvestment date by the amount of the
dividend or distribution. Investors should note that a dividend or distribution
paid on shares purchased shortly before such dividend or distribution was
declared will be subject to income taxes as discussed below even though the
dividend or distribution represents, in substance, a partial return of capital
to the shareholder.

TAXES. The Fund intends to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As long as the Fund continues to qualify, and as long as
the Fund distributes all of its income each year to the shareholders, the Fund
will not be subject to any federal income tax or excise taxes based on net
income. The distributions made by the Fund will be taxable to shareholders
whether received in shares (through dividend reinvestment ) or in cash.
Distributions derived from net investment income, including net short-term
capital gains, are taxable to shareholders as ordinary income. A portion of
these distributions may qualify for the intercorporate dividends-received
deduction. Distributions designated as capital gains dividends are taxable as
long-term capital gains regardless of the length of time shares of the Fund have
been held. Although distributions are generally taxable when received, certain
distributions made in January are taxable as if received the prior December.
Shareholders will be informed annually of the amount and nature of the Fund's
distributions. Additional information about taxes is set forth in the Statement
of Additional Information. Shareholders should consult their own advisers
concerning federal, state and local tax consequences of investment in the Fund.

GENERAL INFORMATION

THE TRUST. The Trust was organized as a Massachusetts business trust on
February 17, 1987. The Agreement and Declaration of Trust permits the Board of
Trustees to issue an unlimited number of full and fractional shares of
beneficial interest, without par value, which may be issued in any number of
series. The Board of Trustees may from time to time issue other series, the
assets and liabilities of which will be separate and distinct from any other
series. The fiscal year of the Fund ends on December 31.

SHAREHOLDER RIGHTS. Shares issued by the Fund have no preemptive,
conversion, or subscription rights. Shareholders have equal and exclusive rights
as to dividends and distributions as declared by the Fund and to the net assets
of the Fund upon liquidation or dissolution. The Fund, as a separate series of
the Trust, votes separately on matters affecting only the Fund (e.g., approval
of the Management and Advisory Agreements); all series of the Trust vote as a
single class on matters affecting all series jointly or the Trust as a whole
(e.g., election or removal of Trustees). Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Trust is
not required and does not intend to hold annual meetings of shareholders, such
meetings may be called by the Trustees in their discretion, or upon demand by
the holders of 10% or more of the outstanding shares of the Trust for the
purpose of electing or removing Trustees.

PERFORMANCE INFORMATION. From time to time, the Fund may publish its total
return in advertisements and communications to investors. Total return
information will include the Fund's average annual compounded rate of return
over the most recent four calendar quarters and over the period from the Fund's
inception of operations. The Fund may also advertise aggregate and average total
return information over different periods of time. The Fund's total return will
be based upon the value of the shares acquired through a hypothetical $1,000
investment at the beginning of the specified period and the net asset value of
such shares at the end of the period, assuming reinvestment of all
distributions. Total return figures will reflect all recurring charges against
Fund income. Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of the

12
<PAGE> 29
Fund's total return for any prior period should not be considered as a
representation of what an investor's total return may be in any future period.

SHAREHOLDER INQUIRIES. Shareholder inquiries should be directed to the
Transfer Agent at (800) 385-7003.

13
<PAGE> 30
ADVISOR
Insightful Management Corporation
175 Great Neck Rd., Ste. 307
Great Neck, NY 11021

DISTRIBUTOR
Newcomb & Company
Six New England Executive Park
Burlington, MA 01803

CUSTODIAN
Star Bank, N.A.
425 Walnut St.
Cincinnati, OH 45202

TRANSFER AGENT
American Data Services, Inc.
24 West Carver St.
Huntington, NY 11743
(800) 385-7003

AUDITORS
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, PA 19102

LEGAL COUNSEL
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, CA 94104

INSIGHTFUL
INVESTOR
GROWTH
FUND

PROSPECTUS
MAY 1, 1996

<PAGE> 31
NEW ACCOUNT APPLICATION
INSIGHT INVESTOR
GROWTH FUND MAIL TO: Insightful Investor Growth Fund
P.O. Box 856
Cincinnati, Ohio 45264-0856

Use this form only for individual, custodial, trust, profit-sharing, pension or
other plan accounts. Do NOT use this form for IRA's (unless the IRA is a
self-directed IRA with another trustee or custodian). A special form is
available for IRA's; please call (800) 385-7003 for information or assistance.
- ------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ACCOUNT (FOR INDIVIDUAL
REGISTRATION OR ---------------------------------------------------------------------------------------------
JOINT OWNERS) First Name Middle Name or Initial Last name Social Security Number

---------------------------------------------------------------------------------------------
Joint Owner Social Security Number

Registration will be "Joint Tenants with Right of Survivorship" unless otherwise specified:

---------------------------------------------------------------------------------------------
Apartment, Floor or Room Number Telephone No. (Include Area Code)

---------------------------------------------------------------------------------------------
City State Zip Code
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT AMOUNT [ ] By wire (Please call (800) 385-7003 for instructions)
[ ] By check, payable to "Insightful Investor Growth Fund"
$ _________ [ ] Existing account
MINIMUN INITIAL INVESTMENT [ ] Order previously placed with investment dealer
IS $10,000

</TABLE>
IMPORTANT: THIS FORM IS CONTINUED ON THE REVERSE SIDE
<PAGE> 32
- -------------------------------------------------------------------------------
DISTRIBUTIONS [ ] U.S. Citizen [ ] Other____________ (County of Residence)
-------------------------------------------------------------
Dividends and distributions will be reinvested unless a box
is checked:
[ ] Dividends in cash; capital gain distributions reinvested
[ ] Dividends and capital gain distributions in cash
- ------------------------------------------------------------------------------
SYSTEMATIC [ ] Beginning on ___________, I would like checks sent to me
WITHDRAWAL [ ] monthly or [ ] quarterly. The amount of each check should
PROGRAM be $________. I understand that payments will be made by
redeeming shares from my account and that if the rate of
redemption exceeds the rate of growth of the Fund, my
account may ultimately be depleted.
- -------------------------------------------------------------------------------
REDEMPTIONS [ ] I would like to be able to place a redemption order by
BY TELEPHONE telephone and have the proceeds mailed or wired directly to
the bank account listed below. I understand that these
procedures are offered as a convenience to me, and I agree
that if the identification procedures set forth in the
prospectus are followed, neither the Funds nor the
Transfer Agent will be liable for any loss, expense or
cost arising from one of these transactions.
_____________________________________________________________
Name of Bank Address of Bank
_____________________________________________________________
Bank's ABA Number Account Number Name(s) on Account
- -------------------------------------------------------------------------------
SIGNATURES: I represent that I am of legal age, have legal capacity to make
this purchase and have received and read a prospectus. I certify under penalty
of perjury that: (1) the social security or other tax identification number
stated above is correct and (2) I am not subject to backup withholding because
[ ] the IRS has not informed me that I am subject to backup withholding, or
[ ] the IRS has notified me that I am no longer subject to backup withholding.
(Check appropriate box. If you ARE subject to backup withholding, strike
out section 2.)
______________________________________________________________________________
Signature of Owner, Signature of Joint Owner Date
Trustee or Custodian
- ------------------------------------------------------------------------------
DEALER INFORMATION
______________________________________________________________________________
Name of Dealer Name of Representative Rep ID No.
______________________________________________________________________________
Address of Reps Branch Branch ID No.

APP.IIG 3/96
<PAGE> 33
MATRIX GROWTH FUND

MATRIX EMERGING GROWTH FUND

MATRIX GROWTH FUND (the "Growth Fund") is a no-load mutual fund with the
investment objective of long-term growth of capital, with a secondary objective
of conserving principal. The Growth Fund invests in common stocks which the
Adviser believes present opportunity for above average growth of capital. The
Fund may engage to a limited extent in hedging transactions.

MATRIX EMERGING GROWTH FUND (the "Emerging Growth Fund") is a no-load
mutual fund with the investment objective of seeking long-term capital
appreciation. The Emerging Growth Fund invests primarily in the common stocks of
companies with long term growth potential, particularly smaller companies
considered to be in the developing or emerging growth phase.

Sena Weller Rohs Williams, Inc. (the "Adviser"), serves as investment
adviser to both of the Funds.

FOR INFORMATION CONCERNING THE FUNDS CALL:

Sena Weller Rohs Williams, Inc.
300 Main Street
Cincinnati, OH 45202
(513) 621-2875 or
(800) 877-3344

FUND SHARES MAY BE PURCHASED FROM:

Matrix Growth Fund
Matrix Emerging Growth Fund
American Data Services
24 West Carver Street
Huntington, NY 11743
(800) 385-7003

This Prospectus sets forth basic information about the Funds that
prospective investors should know before investing. It should be read and
retained for future reference. The Funds are series of Professionally Managed
Portfolios. A Statement of Additional Information dated May 1, 1996, as may be
amended from time to time, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. This Statement of Additional
Information is available without charge upon written request to the Funds at the
address or telephone number given above.

PROSPECTUS DATED MAY 1, 1996

<PAGE> 34
TABLE OF CONTENTS
<TABLE>
<S> <C>
Expense Table....................................................... 3
Financial Highlights................................................ 4
Objective and Investment Approach of the Funds...................... 5
Other Investment Policies of the Funds.............................. 7
Management of the Funds............................................. 8
Distribution Plan................................................... 9
How To Invest in the Funds.......................................... 10
How To Redeem an Investment in the Funds............................ 11
Services Available to the Fund's Shareholders....................... 13
How the Funds' Per Share Value Is Determined........................ 14
Dividends, Distributions and Taxes.................................. 14
General Information................................................. 15
</TABLE>

2
<PAGE> 35
EXPENSE TABLE

Expenses are one of several factors to consider when investing in a Fund.
The purpose of the following fee table is to provide an understanding of the
various costs and expenses which may be borne directly or indirectly by an
investment in a Fund. Actual expenses may be more or less than those shown.

SHAREHOLDER TRANSACTION EXPENSES (FOR EACH OF THE FUNDS)
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases........................ None
Maximum Sales Load Imposed on Reinvested Dividends............. None
Deferred Sales Load............................................ None
Redemption Fees................................................ None
Exchange Fee................................................... None
12b-1 Fee...................................................... 0.25%
</TABLE>

ANNUAL FUND OPERATING EXPENSES (FOR EACH FUND)
<TABLE>
<CAPTION>
(AS A PERCENTAGE OF AVERAGE NET ASSETS) Emerging
Growth Growth
Fund Fund
---- ----

<S> <C> <C>
Investment Advisory Fee 0.90% 0.90%

12b-1 Distribution Fee 0.25% 0.25%

Other expenses (after reimbursement) 0.60%* 0.85%*

Total Fund Operating Expenses (after reimbursement) 1.75%* 2.00%*
</TABLE>

*The Adviser has undertaken to limit the operating expenses for the Growth
Fund to no more than 1.75% of average net assets annually through December 31,
1996 and for the Emerging Growth Fund to no more than 2.00% of average net
assets annually. During the fiscal year ended December 31, 1995, operating
expenses before the Adviser's limitation amounted to 1.76% for the Growth Fund
and 3.43% for the Emerging Growth Fund.

EXAMPLE

This table illustrates the net transaction and operating expenses that
would be incurred by an investment in either of the Funds over different time
periods, assuming a $1,000 investment, a 5% annual return, and redemption at the
end of each time period.
<TABLE>
<CAPTION>
One year Three years Five years Ten years
-------- ----------- ---------- ---------

<S> <C> <C> <C> <C>
Growth Fund $18 $55 $ 95 $206

Emerging Growth Fund $20 $63 $108 $233
</TABLE>

THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
IN ADDITION, FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO ASSUME A 5% ANNUAL
RETURN, BUT THE FUNDS' ACTUAL RETURN MAY BE HIGHER OR LOWER. SEE "MANAGEMENT OF
THE FUNDS."

3
<PAGE> 36
The MATRIX GROWTH FUND (the "Growth Fund") and MATRIX EMERGING GROWTH FUND
(The "Emerging Growth Fund") are diversified series of Professionally Managed
Portfolios (the "Trust"), an open-end management investment company offering
redeemable shares of beneficial interest. Shares may be purchased and redeemed
without a sales or redemption charge at their net asset value. The minimum
initial investment is $1,000 with subsequent investments of $100 or more.

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period.

The following information for the year ended December 31, 1995 has been
audited by Joseph DeCosimo & Company, independent accountants, whose unqualified
report covering that period is incorporated by reference herein and appears in
the annual report to shareholders. The information for periods ended prior to
December 31, 1995, was audited by other independent public accountants. This
information should be read in conjunction with the financial statements and
accompanying notes which appear in the Statement of Additional Information.
Further information about the Fund's performance is contained in its annual
report to shareholders, which may be obtained without charge by writing or
calling the address or telephone of the Adviser on the Prospectus cover page.
<TABLE>
<CAPTION>
MATRIX GROWTH FUND YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning period $ 13.45 $ 14.51 $ 14.05 $ 14.01 $ 11.03 $ 11.76
------- ------- ------- ------- ------- -------
Net investment income 0.10 0.05 0.06 0.09 0.15 0.18
Net gains or losses on securities 3.06 (0.75) 1.25 0.60 3.62 (0.71)
------- ------- ------- ------- ------- -------
Total from investment operations 3.16 (0.70) 1.31 0.69 3.77 (0.53)
------- ------- ------- ------- ------- -------
Dividends from net investment income (0.10) (0.05) (0.06) (0.09) (0.14) (0.20)
Distributions from capital gains (1.55) (0.31) (0.79) (0.56) (0.65) 0.00
Returns of capital 0.00 0.00 0.00 0.00 0.00 0.00
------- ------- ------- ------- ------- -------
Total distributions to shareholders (1.65) (0.36) (0.85) (0.65) 0.79 0.20
------- ------- ------- ------- ------- -------
Net asset value, end of period $ 14.96 $ 13.45 $ 14.51 $ 14.05 $ 14.01 $ 11.03
======= ======= ======= ======= ======= =======

TOTAL RETURN 23.52% (4.82)% 9.32% 4.92% 34.21% -4.50%

Net assets, end of period (millions) $ 12.3 $ 15.5 $ 19.06 $ 18.95 $ 17.44 $ 11.41

Ratio of expenses to average net assets(2) 1.76% 1.84% 1.67% 1.50% 1.50% 1.50%
Ration of net income to average net assets(2) 0.47% 0.29% 0.40% 0.69% 1.17% 1.59%
Portfolio turnover rate 27% 25% 30% 51% 70% 79%
</TABLE>

<TABLE>
<CAPTION>
MATRIX GROWTH FUND YEAR ENDED DECEMBER 31,
-----------------------------------------------
1989 1988 1987 1986(1)
---- ---- ---- -------
<S> <C> <C> <C> <C>
Net asset value, beginning period $ 9.67 $ 9.96 $ 10.00 $ 10.00
------- ------- ------- -------
Net investment income 0.33 0.08 0.03 0.09
Net gains or losses on securities 3.16 (0.28) 0.05 (0.09)
------- ------- ------- -------
Total from investment operations 3.49 (0.20) 0.08 0.00
------- ------- ------- -------
Dividends from net investment income (0.29) (0.08) (0.11) 0.00
Distributions from capital gains (1.11) 0.00 0.00 0.00
Returns of capital 0.00 (0.01) (0.01) 0.00
------- ------- ------- -------
Total distributions to shareholders (1.40) (0.09) (0.12) 0.00
------- ------- ------- -------
Net asset value, end of period $ 11.76 $ 9.67 $ 9.96 $ 10.00
======= ======= ======= =======

TOTAL RETURN 36.27% -2.00% 0.70% 0.00%

Net assets, end of period (millions) $ 9.12 $ 3.59 $ 4.35 $ 3.22

Ratio of expenses to average net assets(2) 1.50% 1.49% 1.49% 1.47%(3)
Ration of net income to average net assets(2) 2.99% 0.78% 0.27% 1.33%(3)
Portfolio turnover rate 130% 132% 157% 96%(3)
</TABLE>

(1) The Gateway Growth Plus Fund (now the Matrix Growth Fund) commenced
operations on May 14, 1986. Effective December 28, 1988, Sena Weller Rohs
Williams, Inc. ("SWRW") became the sub-adviser to the Fund. The Fund
subsequently changed its name.

(2) The ratios of expenses to average net assets would have increased and net
income to average net assets would have decreased by 0.01%, 0.18%, 0.25%, 0.39%,
1.01%, 2.37%, 1.72% and 2.77% in 1995, 1992, 1991, 1990, 1989, 1988, 1987 and
1986 had the Adviser not waived expenses.

(3) Annualized.

4
<PAGE> 37
<TABLE>
<CAPTION>
MATRIX EMERGING GROWTH FUND
- -----------------------------------------------------------------------------------------
April 4, 1995*
through
December 31, 1995
- -----------------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period................................ $10.00
Income from investment operations:
Net investment loss........................................... (.03)
Net realized and unrealized gain on investments............... 3.01
------
Total from investment operations.................................... 2.98
------
Less distributions:
Dividends from net investment income.......................... -0-
Distributions from net capital gains.......................... -0-
------
Total distributions................................................. -0-
------
Net asset value, end of period...................................... $12.98
======
Total return........................................................ 42.09%+

Ratios/supplemental data:
Net assets, end of period (millions)................................ $ 4.3
Ratio of expenses to average net assets:
Before expense reimbursement.................................. 3.43%+
After expense reimbursement................................... 2.00%+
Ratio of net investment loss to average net assets:
Before expense reimbursement.................................. (1.87%)+
After expense reimbursement................................... (0.43%)+

Portfolio turnover rate............................................. 9.95%
</TABLE>

*Commencement of operations.

+Annualized.

OBJECTIVE AND INVESTMENT APPROACH OF THE FUNDS

THE GROWTH FUND

The Growth Fund's primary investment objective is long-term growth of
capital with a secondary objective of conserving principal. Because of the risks
inherent in investing in marketable securities, however, there is no assurance
that these objectives will be achieved.

The Fund attempts to achieve its investment objective primarily by
investing in common stocks of companies which the Adviser believes will have
rising earnings and stable or rising share prices. Earnings growth is evaluated
relative to the earnings history of the company and price trends are also viewed

5
<PAGE> 38
relative to the long-term price behavior of the company's shares. The Fund
maintains a diversified portfolio without excessive representation in any single
industry group. The policy of the Fund is to maintain substantially all Fund
assets in common stocks.

The Adviser may at times purchase index put options in the Fund's
portfolio, principally to protect against declines in the market value of the
common stocks held in the Fund's portfolio or to attempt to retain unrealized
gains in the value of the securities held. The Fund will limit its purchases of
put options so that no more than 5% of the Fund's net assets are invested in
premiums on the purchase of put options.

RISK FACTORS. Opportunities to realize net gains vary from time to time
because of general market conditions, economic conditions, the Adviser's ability
to select appropriate investments and other factors. The purchase of put options
involves a risk of loss of all or part of the premium paid. If the price of the
underlying index does not decrease by a sufficient amount, the Fund will
experience a loss equal to the deficiency if it exercises the option, and a loss
of the entire premium if it does not exercise the option. Under unusual market
conditions, such as an interruption in trading in an index or certain stocks in
the index, the Adviser may be unable to hedge the Fund's portfolio effectively.
Restrictions imposed by regulatory agencies also may adversely affect the
hedging strategy. Accordingly, the Fund's total return will fluctuate, and there
can be no assurance that the Fund's investment objective will be realized.

THE EMERGING GROWTH FUND

The Investment objective of the Emerging Growth Fund is to seek long-term
capital appreciation. Current income will not be a consideration. However, the
Fund may at times make investments in short-term income producing securities.

Fund assets will primarily be invested in the common stocks of companies
with long-term growth potential, particularly smaller companies considered to be
in the emerging or developing growth phase. Investments will be directed toward
companies deemed capable of increasing earnings over an extended period of time
at an above average rate and which are in a sound financial position. In seeking
companies whose common stock will meet the Fund's investment objective, the
Adviser's analysis will be based on fundamental analysis of a company, its
industry or industries and appropriate macro-economic factors.

The Fund's investment portfolio will emphasize companies that operate in
various fields of science or technology, and other companies that have developed
innovative products or services that in the opinion of the Adviser have
significant earnings growth potential. Areas of particular interest would
include, but not be limited to, electronics, computers and services,
communications equipment and services, other productivity enhancing equipment,
and health care. In addition, investments may be made in such general areas as
aerospace, energy, natural resources, entertainment and other business and
consumer services believed to have growth potential. The list of industries and
companies given above is for illustration purposes and the Fund's investment
portfolio is not limited to such industries or companies.

RISK FACTORS. Shares of the Emerging Growth Fund do not represent a
complete investment program. They are designed for investors who understand and
are willing to accept the risks involved in seeking capital appreciation in
smaller, less established companies. There can be no assurance that the Emerging

6
<PAGE> 39
Growth Fund's investment objective will be achieved, and achievement of the
objective will be particularly difficult during periods when the price of
securities are generally declining.

SMALLER AND NEWER COMPANIES. Many of the companies held by the Emerging
Growth Fund may be smaller and younger than companies whose shares are traded on
the major stock exchanges, and the Fund may invest in new public offerings.
Accordingly, shares of these companies, which typically trade over the counter,
may be more volatile than those of larger exchange-listed companies. New or
improved products or methods of development may have a substantial impact on the
earnings and revenues of such companies, and any such positive and negative
developments could have a corresponding positive or negative effect on the value
of their shares. For these reasons, when the Fund holds a substantial position
in these types of companies, the net asset value of the Fund may be more
volatile. The Fund may not be appropriate for short-term investors.

OTHER INVESTMENT POLICIES OF THE FUNDS

CASH INVESTMENTS AND REPURCHASE AGREEMENTS. Cash which is held by the Funds
for the purpose of paying expenses and effecting share redemptions, or when the
Adviser determines that temporary reduction or liquidation of stock holdings is
appropriate, is invested in securities of the U.S. Government or government
agencies, bankers' acceptances, commercial paper, certificates of deposit of
U.S. branches of domestic banks or repurchase agreements. For temporary
defensive purposes, a Fund may hold up to 100% of its assets in such
instruments.

A repurchase agreement is a short-term investment in which the purchaser
(i.e., a Fund) acquires ownership of a U.S. Government security (which may be of
any maturity) and the seller agrees to repurchase the obligation at a future
time at a set price, thereby determining the yield during the purchaser's
holding period (usually not more than seven days from the date of purchase). Any
repurchase transaction in which a Fund engages will require full
collateralization of the seller's obligation during the entire term of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller, a Fund could experience both delays in liquidating the underlying
security and losses in value. However, each Fund intends to enter into
repurchase agreements only with banks with assets of $500 million or more that
are insured by the Federal Deposit Insurance Corporation and the most
creditworthy registered securities dealers pursuant to procedures adopted and
regularly reviewed by the Trust's Board of Trustees. The Adviser monitors the
creditworthiness of the banks and securities dealers with which each Fund
engages in repurchase transactions.

ILLIQUID AND RESTRICTED SECURITIES. A Fund may not invest more than 15% of
its net assets in illiquid securities, including (i) securities for which there
is no readily available market, (ii) securities the disposition of which would
be subject to legal restrictions (so-called "restricted securities"), and (iii)
repurchase agreements having more than seven days to maturity. A considerable
period of time may elapse between a Fund's decision to dispose of such
securities and the time when the Fund is able to dispose of them, during which
time the value of the securities could decline. Restricted securities do not
include those which meet the requirements of Rule 144A under the Securities Act
of 1933 and which the Trustees have determined to be liquid based on the
applicable trading markets.

PORTFOLIO TURNOVER. The Adviser believes that the Fund's goals of capital
appreciation can best be achieved by investments in carefully selected companies
with investments most often planned to be long-

7
<PAGE> 40
term in nature. Investment positions will be monitored continuously, however,
and the determination to sell will be made whenever the Adviser deems the
security held to have become incompatible with a Fund's objective, or if the
stock appears excessively valued.

It is not generally the policy of the Funds to invest for short term
trading purposes. Nonetheless, it is difficult to predict what the portfolio
turnover rate will be and the Adviser may make portfolio changes without regard
to the holding period. The Adviser expects that the annual rate of portfolio
turnover will generally not exceed 100% for both the Growth Fund and 50% for the
Emerging Growth Fund.

Each Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Like each Fund's investment
objective, certain of these restrictions are fundamental and may be changed only
by a majority vote of the Fund's outstanding shares.

MANAGEMENT OF THE FUNDS

The Board of Trustees of the Trust establishes the Funds' policies and
supervises and reviews the management of the Funds. The Adviser, whose offices
are at 300 Main Street, Cincinnati, Ohio 45202, is a registered investment
adviser under the Investment Advisers Act of 1940, and has provided investment
supervisory services to its clients since 1968. The Adviser is controlled by Mr.
William O. DeWitt Jr., and Mr. Mercer Reynolds. The Adviser currently manages
approximately $850 million for investment companies, individuals, retirement
benefit plans, trusts, charitable organizations and corporations. Peter H.
Williams and David P. Osborn are responsible for management of the Growth Fund
portfolio. Mr. Williams, Senior Vice President of the Adviser, has managed the
Growth Fund's portfolio since December, 1988. Mr. Osborn joined the Adviser in
March, 1992 and is Vice President. He has managed the Growth Fund's portfolio
since November, 1993. From August, 1988 to March, 1992, he was employed by the
investment management and trust division of PNC Bank. Fred W. Weller and Michael
A. Coombe are responsible for management of the Emerging Growth Fund portfolio.
Mr. Weller is Senior Vice President of the Adviser, with which he has been
associated since 1968. He has managed the Adviser's Emerging Growth limited
partnerships since 1981. Mr. Coombe, Vice President, joined the Adviser in 1994.
He was previously associated with the investment management firm of Gradison &
Company.

The Adviser provides the Funds with advice on buying and selling
securities, manages the investments of the Funds, furnishes the Funds with
office space and certain administrative services, and provides most of the
personnel needed by the Funds. As compensation, each Fund pays the Adviser a
monthly management fee (accrued daily) based upon the average daily net assets
of the Fund at the annual rate of 0.9% of the first $50 million of the Fund's
average daily net assets, 0.7% of the Fund's average daily net assets in excess
of $50 million and up to $100 million and 0.6% of the Fund's average daily net
assets in excess of $100 million.

Investment Company Administration Corporation (the "Administrator") acts as
the Funds' Administrator under an Administration Agreement. Under that
agreement, the Administrator prepares various federal and state regulatory
filings, reports and returns for the Funds, prepares reports and materials to be
supplied to the trustees, monitors the activities of the Funds' custodian,
transfer agent and accountants, and coordinates the preparation and payment of
the Funds' expenses and reviews the

8
<PAGE> 41
Funds' expense accruals. For its services, the Administrator receives a fee from
each Fund at the following annual rate:
<TABLE>
<CAPTION>
Average net assets of each Fund Fee or fee rate
------------------------------- ---------------
<S> <C>
Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets
</TABLE>

The Funds are responsible for their own operating expenses. The Adviser has
voluntarily undertaken to limit the Growth Fund's operating expenses to 1.75%
through December 31, 1996 and the Emerging Growth Fund's operating expenses to
2.00% of such Fund's average net assets annually. This undertaking may be
modified or withdrawn by the Adviser upon notice to shareholders for the
Emerging Growth Fund and after December 31, 1996 for the Growth Fund. The
Adviser also may reimburse additional amounts to the Funds at any time in order
to reduce their expenses, or to the extent required by applicable securities
laws. To the extent the Adviser performs a service for which a Fund is obligated
to pay, the Fund shall reimburse the Adviser for its costs incurred in rendering
such service. Any reductions made by the Adviser in its fees or payments or
reimbursements of expenses which are a Fund's obligation are subject to
reimbursement by the Fund provided the Fund is able to effect such reimbursement
and remain in compliance with applicable expense limitations. With respect to
the Growth Fund, the Adviser may recapture any fee waiver or expense absorption
only if that Fund could make such repayment and still stay within the total
operating expense cap, if any, then established for it. For purposes of this
recapture provision with respect to the Growth Fund, the Adviser has agreed that
the expense cap will remain at 1.75% or lower through December 31, 1999. A
request for such reimbursement must be reviewed and approved by the Board of
Trustees.

The Adviser considers a number of factors in determining which brokers or
dealers to use for the Funds' portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors include, but
are not limited to, the reasonableness of commissions, quality of services and
execution, and the availability of research which the Adviser may lawfully and
appropriately use in its investment management and advisory capacities. Provided
a Fund receives prompt execution at competitive prices, the Adviser may also
consider the sale of Fund shares as a factor in selecting broker-dealers for the
Fund's portfolio transactions.

DISTRIBUTION PLAN

The Funds have adopted a distribution plan pursuant to Rule 12b-1. The Plan
provides that each Fund may pay distribution and related expenses of up to an
annual rate of 0.25% of the Fund's average net assets to the Adviser as
distribution coordinator. Expenses permitted to be paid by each Fund under its
Plan include: preparation, printing and mailing of prospectuses; shareholder
reports such as semi-annual and annual reports, performance reports and
newsletters; sales literature and other promotional material to prospective
investors; direct mail solicitation; advertising; public relations; compensation
of sales personnel, advisers or other third parties for their assistance with
respect to the distribution of the Fund's shares; payments to financial
intermediaries for shareholder support; administrative and accounting

9
<PAGE> 42
services with respect to the shareholders of the Fund; and such other expenses
as may be approved from time to time by the Board of Trustees.

The Rule 12b-1 Distribution Plan allows excess distribution expenses to be
carried forward by the Adviser, as distribution coordinator, and resubmitted in
a subsequent fiscal year provided that (i) distribution expenses cannot be
carried forward for more than three years following initial submission; (ii) the
Board of Trustees has made a determination at the time of initial submission
that the distribution expenses are appropriate to be carried forward; and (iii)
the Board of Trustees makes a further determination, at the time any
distribution expenses which have been carried forward are resubmitted for
payment, to the effect that payment at the time is appropriate, consistent with
the objectives of the Plan and in the current best interests of shareholders.

HOW TO INVEST IN THE FUNDS

The minimum initial investment in a Fund is $1,000. Subsequent investments
must be at least $100. Investments by retirement plans may be for minimums of
$500 and $100, respectively. Reynolds, DeWitt Securities Company, a division of
the Adviser, (the "Distributor"), acts as Distributor of the Fund's shares. The
Distributor may, at its discretion, waive the minimum investment requirements
for purchases in conjunction with certain group or periodic plans.

Shares of the Funds are offered continuously for purchase at their net
asset value per share next determined after a purchase order is received. The
public offering price is effective for orders received by a Fund prior to the
time of the next determination of the Fund's net asset value. Orders received
after the time of the next determination of the applicable Fund's net asset
value will be entered at the next calculated public offering price.

INVESTORS MAY PURCHASE SHARES OF THE FUNDS BY CHECK OR WIRE:

BY CHECK: For initial investments, an investor should complete the Fund's
Account Application (included with this Prospectus). The completed application,
together with a check payable to "Matrix Growth Fund," or "Matrix Emerging
Growth Fund," should be mailed to Matrix Growth Fund or Matrix Emerging Growth
Fund, P.O. Box 856, Cincinnati, OH 45264-0856.

For subsequent investments, a stub is attached to the account statement
sent to shareholders after each transaction. The stub should be detached from
the statement and together with a check payable to "Matrix Growth Fund," or
"Matrix Emerging Growth Fund," mailed to the Funds in the envelope provided at
the address indicated above. The investor's account number should be written on
the check. All investments sent by overnight or other courier services should be
sent to Matrix Growth Fund or Matrix Emerging Growth Fund, c/o Star Bank, N.A.,
425 Walnut Street, Mutual Fund Custody Department M.L. 6118, Cincinnati, OH
45202.

BY WIRE: Before wiring funds, an investor should call the Fund's Transfer
Agent at (800) 385-7003 to advise that an investment will be made by wire and to
receive an account number. The Transfer Agent will request the investor's name
and the dollar amount to be invested and provide an order confirmation number.
The investor should then complete the Fund's Account Application (included with
this Prospectus), including the date and the order confirmation number on the
application. The completed Account Application

10
<PAGE> 43
should be mailed to the address shown at the top of the Account Application. The
investor's bank should transmit immediately available funds by wire for purchase
of shares, in the investor's name to the Funds' Custodian, as follows:

Star Bank, N.A. Cinti/Trust
ABA #0420-001-3
Attn: Matrix Growth Fund OR Matrix Emerging Growth Fund
DDA #483897989 DDA #483897997
Account name (shareholder name)
Shareholder account number

For subsequent investments, the investor's bank should wire funds as
indicated above. Be sure to notify the Fund's Transfer Agent before each wire
purchase. It is essential that complete information regarding the investor's
account be included in all wire instructions in order to facilitate prompt and
accurate handling of investments. Investors may obtain further information from
the Transfer Agent about remitting funds in this manner and from their own banks
about any fees that may be imposed.

GENERAL. Investors will not be permitted to redeem any shares purchased
with an initial investment made by wire until one business day after the
completed Account Application is received by the Fund. All investments must be
made in U.S. dollars and, to avoid fees and delays, checks should be drawn only
on U.S. banks and should not be made by third party check. A charge may be
imposed if any check used for investment does not clear. The Funds and the
Distributor reserve the right to reject any purchase order in whole or in part.

If an order, together with payment in proper form, is received by the
Transfer Agent by the close of trading on the NYSE (currently 4:00 p.m., New
York City time), Fund shares will be purchased at the offering price determined
as of the close of trading on that day. Otherwise, Fund shares will be purchased
at the offering price determined as of the close of trading on the NYSE on the
next business day.

The Funds are not required to issue share certificates. All shares are
normally held in non-certificated form registered on the books of the Funds and
the Funds' Transfer Agent for the account of the shareholder.

HOW TO REDEEM AN INVESTMENT IN THE FUNDS

A shareholder has the right to have a Fund redeem all or any portion of his
outstanding shares at their current net asset value on each day the NYSE is open
for trading. The redemption price is the net asset value per share next
determined after the shares are validly tendered for redemption.

DIRECT REDEMPTION. A written request for redemption must be received by the
Funds' Transfer Agent in order to constitute a valid tender for redemption.
Written redemption requests should be sent to

11
<PAGE> 44
Matrix Growth Fund or Matrix Emerging Growth Fund, American Data Services, 24
West Carver Street, Huntington, NY 11743. To protect the Funds and their
shareholders, a signature guarantee is required for certain transactions,
including redemptions. Signature(s) on the redemption request must be guaranteed
by an "eligible guarantor institution" as defined in the federal securities
laws. These institutions include banks, broker-dealers, credit unions and
savings institutions. A broker-dealer guaranteeing signatures must be a member
of a clearing corporation or maintain net capital of at least $100,000. Credit
unions must be authorized to issue signature guarantees. Signature guarantees
will be accepted from any eligible guarantor institution which participates in a
signature guarantee program. A notary public is not an acceptable guarantor.

TELEPHONE REDEMPTION. Shareholders who complete the Redemption by Telephone
portion of the Fund's Account Application may redeem shares on any business day
the NYSE is open by calling the Fund's Transfer Agent at (800) 385-7003 before
4:00 p.m. Eastern time. Redemption proceeds will be mailed or wired at the
shareholder's direction the next business day to the predesignated account. The
minimum amount that may be wired is $1,000 (wire charges, if any, will be
deducted from redemption proceeds).

By establishing telephone redemption privileges, a shareholder authorizes
the Funds and their Transfer Agent to act upon the instruction of any person by
telephone to redeem from the account for which such service has been authorized
and transfer the proceeds to the bank account designated in the Authorization.
The Funds and the Transfer Agent will use procedures to confirm that redemption
instructions received by telephone are genuine, including recording of telephone
instructions and requiring a form of personal identification before acting on
such instructions. Neither the Funds nor the Transfer Agent will be liable for
any loss, expense, or cost arising out of any telephone redemption or exchange
request, including any fraudulent or unauthorized requests that are reasonably
believed to be genuine, provided that such procedures are followed. The Funds
may change, modify, or terminate these privileges at any time upon at least 60
days' notice to shareholders.

GENERAL. Payment of redemption proceeds will be made promptly, but not
later than seven days after the receipt of all documents in proper form,
including a written redemption order with appropriate signature guarantee in
cases where telephone redemption privileges are not being utilized. The Funds
may suspend the right of redemption under certain extraordinary circumstances in
accordance with the Rules of the Securities and Exchange Commission. In the case
of shares purchased by check and redeemed shortly after purchase, the Funds will
not mail redemption proceeds until it has been notified that the check used for
the purchase has been collected, which may take up to 15 days from the purchase
date. To minimize or avoid such delay, investors may purchase shares by
certified check or federal funds wire. A redemption may result in recognition of
a gain or loss for federal income tax purposes.

Due to the relatively high cost of maintaining smaller accounts, the Funds
reserve the right to redeem shares in any account, other than retirement plan or
Uniform Gifts/Transfers to Minors Act accounts, if at any time, due to
redemptions by the shareholder, the total value of a shareholder's

12
<PAGE> 45
account does not equal at least $1,000. If a Fund determines to make such an
involuntary redemption, the shareholder will first be notified that the value of
his account is less than $1,000 and will be allowed 30 days to make an
additional investment to bring the value of his account to at least $1,000
before the Fund takes any action.

SERVICES AVAILABLE TO THE FUNDS' SHAREHOLDERS

RETIREMENT PLANS. The minimum initial investment for such plans is $500,
with minimum subsequent investments of $100. The Funds offer a prototype
Individual Retirement Account ("IRA") plan and information is available from the
Distributor or from your securities dealer with respect to Keogh, Section 403(b)
and other retirement plans offered. Investors should consult a tax adviser
before establishing any retirement plan.

EXCHANGE PRIVILEGE. Shareholders may exchange shares of the Growth Fund and
Emerging Growth Fund by mailing or delivering written instructions to the
Transfer Agent. Please specify the name of the applicable Fund, the number of
shares or dollar amount to be exchanged, and your name and account number. You
may also exchange shares by telephoning the Transfer Agent at (800) 385-7003
between the hours of 9:00 AM and 4:00 PM (Eastern time) on a day when the NYSE
is open for normal trading. Telephone exchanges are subject to the
identification procedures noted with respect to telephone redemptions above.

Shareholders also are permitted to exchange their shares for shares of the
Star Treasury Fund which is managed by Star Bank, the Fund's custodian.
Investors must obtain the current prospectus for the Star Treasury Fund before
exchanging for its shares, and any exchange is conditioned upon the shares of
the Star Treasury Fund being qualified for sale in their state of residence.
Prior to making such an exchange, investors should obtain and carefully read the
prospectus for the Star Treasury Fund. The exchange privilege does not
constitute an offering or recommendation on the part of the Funds or the Adviser
of an investment in the Star Treasury Fund.

AUTOMATIC INVESTMENT CHECK PLAN. For the convenience of shareholders, the
Funds offer a preauthorized check service under which a check is automatically
drawn on the shareholder's personal checking account each month for a
predetermined amount (but not less than $100), as if the shareholder had written
it himself. Upon receipt of the withdrawn funds, a Fund automatically invests
the money in additional shares of the Fund at the current offering price.
Applications for this service are available from the Distributor. There is no
charge by the Funds for this service. The Distributor may terminate or modify
this privilege at any time, and shareholders may terminate their participation
by notifying the Transfer Agent in writing, sufficiently in advance of the next
scheduled withdrawal.

SYSTEMATIC WITHDRAWAL PROGRAM. As another convenience, the Funds offer a
Systematic Withdrawal Program whereby shareholders may request that a check
drawn in a predetermined amount be sent to them each month or calendar quarter.
A shareholder's account must have Fund shares with a value of at least $10,000
in order to start a Systematic Withdrawal Program, and the minimum amount that
may be withdrawn each month or quarter under the Systematic Withdrawal Program
is $100. This Program may be terminated or modified by a shareholder or the
Funds at any time without charge or penalty.

A withdrawal under the Systematic Withdrawal Program involves a redemption
of shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount withdrawn exceeds the dividends credited to the
shareholder's account, the account ultimately may be depleted.

13
<PAGE> 46
HOW THE FUNDS' PER SHARE VALUE IS DETERMINED

The net asset value of each Fund share is determined once daily as of the
close of public trading on the NYSE (currently 4:00 p.m. Eastern time) on each
day the New York Stock Exchange is open for trading. Net asset value per share
is calculated by dividing the value of the Fund's total assets, less its
liabilities, by the number of Fund shares outstanding.

Portfolio securities are valued using current market values, if available.
Securities for which market quotations are not readily available are valued at
fair values as determined in good faith by or under the supervision of the
Trust's officers in accordance with methods which are specifically authorized by
the Board of Trustees. Short-term obligations with remaining maturities of 60
days or less are valued at amortized cost as reflecting fair value.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. Any dividends from net investment income are
declared and paid annually, typically at the end of each Fund's fiscal year
(December 31). Any undistributed net capital gains realized during the 12-month
period ended each October 31, as well as any additional undistributed capital
gains realized during a Fund's fiscal year, will also be distributed to
shareholders on or about December 31 of each year.

Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of a Fund at the
net asset value per share on the reinvestment date unless the shareholder has
previously requested in writing to the Transfer Agent that payment be made in
cash.

Any dividend or distribution paid by a Fund has the effect of reducing the
net asset value per share on the reinvestment date by the amount of the dividend
or distribution. Investors should note that a dividend or distribution paid on
shares purchased shortly before such dividend or distribution was declared will
be subject to income taxes as discussed below even though the dividend or
distribution represents, in substance, a partial return of capital to the
shareholder.

TAXES. Each Fund intends to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As long as a Fund continues to qualify, and as long as a
Fund distributes all of its income each year to the shareholders, the Fund will
not be subject to any federal income tax or excise taxes based on net income.
Distributions made by a Fund will be taxable to shareholders whether received in
shares (through dividend reinvestment) or in cash. Distributions derived from
net investment income, including net short-term capital gains, are taxable to
shareholders as ordinary income. A portion of these distributions may qualify
for the intercorporate dividends-received deduction. Distributions designated as
capital gains dividends are taxable as long-term capital gains regardless of the
length of time shares of the Fund have been held. Although distributions are
generally taxable when received, certain distributions made in January are
taxable as if received the prior December. Shareholders will be informed
annually of the amount and nature of the Fund's distributions.

Additional information about taxes is set forth in the Statement of
Additional Information. Shareholders should consult their own advisers
concerning federal, state and local taxation of distributions from the Funds.

14
<PAGE> 47
GENERAL INFORMATION

SHAREHOLDER RIGHTS. Shares issued by the Funds have no preemptive,
conversion, or subscription rights. Shareholders have equal and exclusive rights
as to dividends and distributions as declared by the Funds and to the net assets
of the Funds upon liquidation or dissolution. A Fund, as a separate series of
the Trust, votes separately on matters affecting only that Fund (e.g., approval
of the Management and Advisory Agreements); all series of the Trust vote as a
single class on matters affecting all series jointly or the Trust as a whole
(e.g., election or removal of Trustees). Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Trust is
not required and does not intend to hold annual meetings of shareholders, such
meetings may be called by the Trustees in their discretion, or upon demand by
the holders of 10% or more of the outstanding shares of the Trust for the
purpose of electing or removing Trustees.

PERFORMANCE CALCULATION. From time to time, each Fund may publish its total
return in advertisements and communications to investors. Total return
information will include the Fund's average annual compounded rate of return
over the most recent four calendar quarters and over the period from the Fund's
inception of operations. The Funds may also advertise aggregate and average
total return information over different periods of time. The Fund's total return
will be based upon the value of the shares acquired through a hypothetical
$1,000 investment at the beginning of the specified period and the net asset
value of such shares at the end of the period, assuming reinvestment of all
distributions. Total return figures will reflect all recurring charges against
the Fund's income. Investors should note that the investment results of the
Funds will fluctuate over time, and any presentation of the Fund's total return
for any prior period should not be considered as a representation of what an
investor's total return may be in any future period.

SHAREHOLDER INQUIRIES. Shareholder inquiries should be directed to the
Transfer Agent at (800) 385-7003.

15
<PAGE> 48
ADVISER

Sena Weller Rohs Williams, Inc.
300 Main Street
Cincinnati, OH 45202
(513) 621-2875
(800) 877-3344

DISTRIBUTOR

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

CUSTODIAN

Star Bank
P.O. Box 1118
Cincinnati, OH 45201-1118

TRANSFER AGENT

American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, NY 11743

AUDITORS

Joseph DeCosimo and Company
Atrium Two - Suite 2727
221 East Fourth Street
Cincinnati, OH 45202

LEGAL COUNSEL

Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, CA 94104

[GRAPHIC]

MATRIX GROWTH FUND

MATRIX EMERGING
GROWTH FUND

PROSPECTUS DATED MAY 1, 1996

<PAGE> 49
NEW ACCOUNT APPLICATION

MATRIX MAIL TO: Matrix Growth Fund
Matrix Emerging Growth Fund
MATRIX FAMILY OF MUTUAL FUNDS P.O. Box 856
"Offering Solutions for Today's Investor" Cincinnati, Ohio 45264-0856

Use this form only for individual, custodial, trust, profit-sharing, pension or
other plan accounts. Do NOT use this form for IRAs (unless the IRA is a
self-directed IRA with another trustee or custodian). A special form is
available for IRAs; please call (800) 385-7003 for information or assistance.

<TABLE>
<CAPTION>
_______________________________________________________________________________________________________________________________
<S> <C> <C>
ACCOUNT (FOR INDIVIDUAL ___________________________________________________________________________________________
REGISTRATION OR First Name Middle Name or Initial Last Name Social Security Number
JOINT OWNERS) ___________________________________________________________________________________________
Joint Owner Social Security Number

Registration will be "Joint Tenants with Right of Survivorship" unless otherwise specified:
___________________________________________________________________________________________
_______________________________________________________________________________________________________________

(FOR UNIFORM ___________________________________________________________________________________________
/ / TRANSFERS Custodian's Name (Only One Allowed)
/ / GIFTS ___________________________________________________________________________________________
TO MINORS ACT Minor's Name (Only One Allowed) Minor's Social Security No.
ACCOUNTS) ___________________________________________________________________________________________
State of Residence
_______________________________________________________________________________________________________________

(FOR CORPORATE ___________________________________________________________________________________________
TRUST OR OTHER Name of Corporation, Trust, etc.
FIDUCIARY ___________________________________________________________________________________________
ACCOUNTS) Name and Date of Trust (Continued)
___________________________________________________________________________________________
Name(s) of Trustee(s), Beneficiary, etc. Tax ID Number
_______________________________________________________________________________________________________________________________

ADDRESS FOR ___________________________________________________________________________________________
MAILINGS Number and Street
___________________________________________________________________________________________
Apartment, Floor or Room Number Telephone No. (Include Area Code)
___________________________________________________________________________________________
City State Zip Code
_______________________________________________________________________________________________________________________________
INVESTMENT AMOUNT / / Matrix Growth Fund
$______ / / Matrix Emerging Growth Fund
/ / By wire (Please call (800) 385-7003 for instructions)
/ / By check, payable to "Matrix Growth Fund" or "Matrix Emerging Growth Fund"
/ / Existing account
/ / Exchange from (Fund name): ________________________________________________________
/ / Other previously placed with investment dealer
___________________________________________________________________________________________
/ / Star U.S. Treasury Fund
/ / By exchange from Matrix Growth Fund
/ / By exchange from Matrix Emerging Growth Fund
</TABLE>

IMPORTANT: THIS FORM IS CONTINUED ON THE REVERSE SIDE.

<PAGE> 50
<TABLE>
<CAPTION>
_______________________________________________________________________________________________________________________________
<S> <C>
DISTRIBUTIONS / / U.S. Citizen / / Other:________________________________ (Country of Residence)
__________________________________________________________________________________________________

Dividends and distributions will be reinvested unless a box is checked:

/ / Dividends in cash; capital gain distributions reinvested

/ / Dividends and capital gain distributions in cash
_______________________________________________________________________________________________________________________________
SYSTEMATIC / / Beginning on _______________, I would like checks sent to me / / monthly or / / quarterly.
WITHDRAWAL The amount of each check should be $_______________. I understand that payments will be made by
PROGRAM redeeming shares from my account and that if the rate of redemption exceeds the rate of growth
of the Fund, my account may ultimately be depleted.
________________________________________________________________________________________________________________________________
EXCHANGES & / / I would like to be able to place exchange instructions by telephone between the Matrix
REDEMPTIONS Growth Fund, Matrix Emerging Growth Fund and the Star U.S. Treasury Fund.
BY TELEPHONE
/ / I would like to be able to place a redemption order by telephone and have the proceeds mailed
or wired directly to the bank account listed below.

I understand that these procedures are offered as a convenience to me, and I agree that if the
identification procedures set forth in the prospectus are followed, neither the Funds nor the
Transfer Agent will be liable for any loss, expense or cost arising from one of these transactions.

___________________________________________________________________________________________________
Name of Bank Address of Bank

___________________________________________________________________________________________________
Bank's ABA Number Account Number Name(s) on Account
________________________________________________________________________________________________________________________________
SIGNATURES: I represent that I am of legal age, have legal capacity to make this purchase and have received and read a prospectus.
I certify under penalty of perjury that: (1) the social security or other tax identification number stated above is correct and (2)
I am not subject to backup withholding because / / the IRS has not informed me that I am subject to backup withholding, or / /
the IRS has notified me that I am no longer subject to backup withholding. (Check appropriate box. If you ARE subject to backup
withholding, strike out section 2.)

________________________________________________________________________________________________________________________________
Signature of Owner, Trustee or Custodian Signature of Joint Owner Date
________________________________________________________________________________________________________________________________
DEALER INFORMATION

________________________________________________________________________________________________________________________________
Name of Dealer Name of Representative Rep ID No.

________________________________________________________________________________________________________________________________
Address of Reps Branch Branch ID No.

</TABLE>