PROFESSIONALLY MANAGED PORTFOLIOS, 497J, 1996-08-13

PROFESSIONALLY MANAGED PORTFOLIOS
497J, 1996-08-13

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THE PERKINS OPPORTUNITY FUND
730 East Lake Street
Wayzata, Minnesota 55391-1769
(612) 473-8367
(888) PERKOPP

THE PERKINS OPPORTUNITY FUND (the "Fund") is a mutual fund with the
investment objective of capital appreciation. The Fund seeks to achieve its
objective by investing principally in common stocks. Perkins Capital Management,
Inc. (the "Advisor"), serves as investment advisor to the Fund. The Fund is not
a complete investment program. Stocks in which the Fund invests and the Fund's
net asset value may be volatile. See "Investment Objectives, Policies and
Risks", at page 4. The Fund may not be appropriate for short-term investors.

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 August 1, 1996 and 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 request to the Fund at
the address or telephone number given above.

TABLE OF CONTENTS

Expense Table.................................................... 2
Financial Highlights............................................. 3
Investment Objectives, Policies and Risks........................ 4
Management of the Fund........................................... 7
How To Invest in the Fund........................................ 8
How To Redeem an Investment in the Fund.......................... 10
Services Available to the Fund's Shareholders.................... 12
How the Fund's Per Share Value Is Determined..................... 13
Distribution and Taxes........................................... 13
General Information.............................................. 14

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 August 1, 1996
<PAGE>
EXPENSE TABLE

<TABLE>
<CAPTION>
Shareholder Transaction Expenses
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)................ 4.75%
Maximum Sales Load Imposed on Reinvested Dividends......................................... None
Deferred Sales Load........................................................................ None
Redemption Fees............................................................................ None

Annual Fund Operating Expenses
(As a percentage of average net assets)

Investment Advisory Fees................................................................... 1.00%
12b-1 Fees................................................................................. 0.20%
Shareholder Service Fee.................................................................... 0.25%
Other Expenses............................................................................. 0.52%
----
Total Fund Operating Expenses.............................................................. 1.97%
====
</TABLE>

Example 1 Year 3 Years 5 Years 10 Years

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 Fund's actual return may be higher or lower. See "Management of
the Fund."

The PERKINS OPPORTUNITY FUND (the "Fund") is a diversified series of
Professionally Managed Portfolios (the "Trust"), an open-end registered
management investment company offering redeemable shares of beneficial interest.
Shares may be purchased at a public offering price which includes a maximum
sales charge of 4.75% of the offering price, or less depending on the amount
invested. The minimum initial investment is $2,500, with subsequent minimum
investments of $100 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 a maximum of 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.
2
<PAGE>
FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period*.

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the periods 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 appear in the annual report to
shareholders and are incorporated by reference 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 of the Investment Advisor on the Prospectus cover page.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Year Year Year February 18, 1993**
Ended Ended Ended through
March 31, March 31, March 31, March 31,
1996 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ........................... $13.03 $10.37 $ 7.96 $ 7.50
Income from investment operations:
Net investment loss ...................................... (.12) (.13) (.13) (.01)
------ ------ ------ ------
Net realized and unrealized gain on investments........... 6.66 3.79 2.70 .47
------ ------ ------ ------
Total from investment operations................................ 6.54 3.66 2.57 .46
Less distributions:
Dividends from net investment income...................... -0- -0- -0- -0-
Distributions from net capital gains ..................... (.79) (1.00) (.16) -0-
------ ------ ------ ------
Total distributions............................................. (.79) (1.00) (.16) -0-
------ ------ ------ ------
Net asset value, end of period ................................. $18.78 $13.03 $10.37 $ 7.96
====== ====== ====== ======
Total return ................................................... 51.29% 38.72% 32.22% 28.37%+
Ratios/supplemental data:
Net assets, end of period (millions)............................ $ 92.3 $ 12.5 $ 3.3 $ 1.0
Ratio of expenses to average net assets:
Before expense reimbursement ............................. 1.97% 3.08% 5.14% 13.15%+
After expense reimbursement............................... 1.97% 2.63% 2.49% 2.42%+
Ratio of net investment (loss) income to average net assets:
Before expense reimbursement ............................. (1.16%) (2.76%) (4.93%) (12.38%)+
After expense reimbursement .............................. (1.16%) (2.31%) (2.28%) (1.65%)+
Portfolio turnover rate ........................................ 92.45% 124.86% 90.63% 15.15%
</TABLE>

*Per share value reflects 2-for-1 stock split.

**Commencement of operations.

+Annualized.
3
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment objective of the Fund is capital appreciation. The primary
approach of the Fund is to purchase common stocks of companies which the Advisor
believes to be attractive investments with capital appreciation potential on an
individual issuer basis. There is, of course, no assurance that the Fund's
objective will be achieved. 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. 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 such issuer. The
Fund may make use of investment techniques which involve higher than average
risk, such as leveraging and short sales. See pages 5-6.

Investment Approach. The Advisor's approach to equity investments is to
seek opportunities for growth by investing in companies which it believes will
appreciate in value. The Advisor seeks to find investment opportunities
primarily by searching for companies which it believes are in the process of
undergoing some type of fundamental change. Stocks are purchased when it is
believed that change will result in higher earnings and/or a higher
price/earnings ratio, and thus a higher share price when that change is
discovered by others. Companies undergoing change may have new products,
processes, strategies, management, or may be subjected to change by external
forces. Typically, this results in the Fund's ownership of a mix of companies
with large, medium and small market capitalizations, although the greatest
opportunities are often found in small to medium capitalization companies, often
located in the upper midwest states. In its investment selection process, the
Advisor visits companies, reads a variety of reports and publications and
utilizes computer programs to derive fundamental selection criteria. The Advisor
also uses technical chart analysis as an aid in selecting those companies which
appear to offer the best investment opportunities at a particular time, and as
an aid in selecting what the Advisor believes to be the best purchase or sale
point for a particular security.

The Fund invests principally in common stocks. The Fund's investments may
also include preferred stocks, warrants, convertible debt obligations and other
debt obligations that, in the Advisor's opinion, offer the possibility of
capital growth.

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 money market instruments, including securities issued by the U.S.
Government, its agencies and instrumentalities or other such instruments rated
in the top two rating categories by Moody's Investors Service or Standard &
Poor's Corporation or, if unrated, in instruments deemed to be of comparable
quality by the Fund's Advisor.

Smaller and Newer Companies. Many of the companies held by the Fund may be
smaller and younger than companies whose shares are traded on the major stock
exchanges. 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. Many of these companies are thinly
traded. In addition, the Fund and other client accounts of the Advisor, on a
collective basis, may hold a significant percentage of a company's outstanding
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.
4
<PAGE>
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 invested in instruments with short-term
maturities. A 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 have
deposits insured by the Federal Deposit Insurance Corporation and are deemed to
be the most creditworthy registered U.S. Government securities dealers pursuant
to procedures adopted and regularly reviewed by the Trust's Board of Trustees.
Creditworthiness of the banks and securities dealers with whom the Fund engages
in repurchase transactions is monitored under procedures adopted by the Board of
Trustees. The Fund will not invest more than 15% 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 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 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. Securities which meet the
requirements of Securities Act Rule 144A are restricted, but may be determined
to be liquid by the Trustees based on an evaluation of the applicable trading
markets.

Foreign Securities. The Fund may invest up to 10% 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 the 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 segregate an account consisting of liquid assets 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
5
<PAGE>
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.

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 interest the Fund
may be required to pay in connection with a 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 and 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. It is expected that normally the dollar amount of such
sales will not exceed 10% of the net equity of the Fund.

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.

Leverage Through Borrowing. The Fund may borrow for investment purposes.
This borrowing, which is known as leveraging, generally will be unsecured,
except to the extent the Fund enters into reverse repurchase agreements
described below. The Investment Company Act of 1940 (the "1940 Act") requires
the Fund to maintain continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of the amount
borrowed. If the 300% asset coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell some of its
portfolio holdings within three days to reduce the debt and restore the 300%
asset coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. Leveraging may exaggerate the effect
on the net asset value of any increase or decrease in the market value of the
Fund's portfolio. Money borrowed for leveraging will be subject to interest
costs which may or may not be recovered by appreciation of the securities
purchased. The Fund also may be required to maintain minimum average balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate.

Options Transactions. The Fund may buy call and put options on individual
equity securities 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, liquid assets 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
6
<PAGE>
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. See the
Statement of Additional Information.

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

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 the vote of a majority of the Fund's outstanding securities (as defined in
the 1940 Act).

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. Perkins Capital Management,
Inc., 730 East Lake Street, Wayzata, MN 55391-1769, the Fund's Advisor, has been
in the investment advisory business since 1984. The Advisor provides investment
advisory services to individual and institutional accounts with a value in
excess of $350 million. The Fund's portfolio will typically contain many of the
same stocks that are owned by the Advisor's other accounts. However, investment
decisions for the Fund are made independently of investment decisions for the
Advisor's other accounts and reflect certain restrictions that apply to the
Fund. Mr. Richard W. Perkins and Mr. Daniel S. Perkins are principally
responsible for the management of the Fund's portfolio.

Under an Advisory Agreement, 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 rate of 1.00% annually.

Under an Administrative Agreement, 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. For its services, the
Administrator receives an annual fee based on the following table:

Assets Fee As a Percentage of Net Assets
------ ---------------------------------
Less than $12,000,000....................... $30,000
$12,000,000 - $50,000,000................... .25%
$50,000,000 - $100,000,000.................. .20%
$100,000,000 - $200,000,000................. .15%
$200,000,000 - And Above.................... .10%

The Fund pays a monthly shareholder service fee at the annual rate of 0.25
of 1% of its average daily net assets to the Distributor, selected
broker-dealers and other agents for providing certain ongoing services to
shareholders.

The Fund is responsible for its own operating expenses. The Advisor has
agreed to reduce its fees or reimburse the Fund for its annual operating
expenses which exceed the most stringent limits prescribed by any state in which
the Fund's shares are offered for sale. 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. 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
7
<PAGE>
such service.

HOW TO INVEST IN THE FUND

The minimum initial investment is $2,500. Subsequent investments must be at
least $100. Investments in retirement plans may be for minimums of $1,000 and
$100, respectively. First Fund Distributors, Inc., 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. 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 properly to
the Transfer Agent. 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.

The public offering price per share is equal to the net asset value per
share, plus a sales charge, which is reduced on purchases involving amounts of
$50,000 or more, as set forth in the table below. The reduced sales charges
apply to quantity purchases made at one time by a "person," which means (i) an
individual, (ii) members of a family (i.e., an individual, spouse and children
under age 21), or (iii) a trustee or fiduciary of a single trust estate or a
single fiduciary account. In addition, purchases of shares made during a
thirteen month period pursuant to a written Letter of Intent are eligible for a
reduced sales charge. Reduced sales charges are also applicable to subsequent
purchases by a "person," based on the aggregate of the amount being purchased
and the value, at offering price, of shares owned at the time of investment.
<TABLE>
<CAPTION>
Sales Charge as percent of: Portion of sales
offering net asset charge retained
Amount of Purchase price value by dealers
- ------------------ ----- ----- ----------
<S> <C> <C> <C>
Less than $50,000............................. 4.75% 4.99% 4.50%
$50,000 but less than $100,000................ 4.00% 4.17% 3.75%
$100,000 but less than $250,000............... 3.00% 3.09% 2.80%
$250,000 but less than $500,000............... 2.00% 2.04% 1.85%
$500,000 but less than $1,000,000............. 1.00% 1.01% 0.90%
$1,000,000 or more............................ None None None
</TABLE>

Purchase Order Placed with Investment Dealers

Dealers who have a sales agreement with the Distributor may place orders
for shares of the Fund on behalf of clients at the offering price next
determined after receipt of the client's order by calling Rodney Square
Management Corporation, the Transfer Agent, at (800) 280-4779. Shares are also
available for purchase by financial intermediaries through brokers or dealers
which have service or sales agreements with the Fund or the Distributor. The
Distributor or
8
<PAGE>
its affiliates, at their expense, may provide additional compensation to dealers
in connection with sales of shares of the Fund. If the order is placed by 4:00
p.m. New York City time on any day that the New York Stock Exchange is open for
trading and forwarded promptly to the Transfer Agent or other service agent, it
will be confirmed at the applicable offering price on that day. The dealer is
responsible for placing order promptly with the Transfer Agent and for
forwarding payment within five business days.

Purchase sent to the Transfer Agent

Investors may purchase shares by sending an Application Form directly to
the Transfer Agent, with payment made either by check or by 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 "Perkins Opportunity Fund" should be mailed to
the Fund's Transfer Agent: Rodney Square Management Corporation, P.O. Box 8987,
Wilmington, DE 19899-9752. A purchase order sent by overnight mail should be
sent to Perkins Opportunity Fund, c/o Rodney Square Management, 1105 North
Market Street, 3rd Floor, Wilmington, DE 19890.

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 "Perkins Opportunity Fund,"
mailed to the Transfer Agent 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) 280-4779 between the hours of 9:00 a.m. and
4:00 p.m. Eastern time, on a day when the New York Stock Exchange is open for
trading in order to receive an account number. The Transfer Agent will request
the investor's name, address, tax identification number, amount being wired and
wiring bank. The investor should then instruct the wiring bank to transfer funds
by wire to: Wilmington Trust Company, Wilmington, DE, ABA #0311-0009-2. DDA
#2689-8641, for credit to Perkins Opportunity Fund, for further credit to
[investor's name and account number]. The investor should also ensure that the
wiring bank includes the name of the Fund and the account number with the wire.
If the funds are received by the Transfer Agent prior to the time that the
Fund's net asset value is calculated, the funds will be invested on that day;
otherwise they will be invested on the next business day. Finally, the investor
should write the account number provided by the Transfer Agent on the
Application Form and mail the Form promptly to the Transfer Agent.

For all wire investments, the investor must call the Transfer Agent at
(800) 280-4779 when the wire is sent. Failure to do so may cause the purchase
not to be credited. 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.

Purchase at Net Asset Value

Shares of the Fund may be purchased at net asset value by officers,
Trustees, directors and full time employees of the Trust, the Advisor, the
Manager, the Distributor and affiliates of such companies, by their family
members, by persons and their family members who are direct investment advisory
clients of the Advisor, registered representatives and employees of firms which
have sales agreements with the Distributor, investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediaries on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those
9
<PAGE>
defined in Section 401(a), 403(b) or 457 of the Internal Revenue Code and "rabbi
trusts" and by such other persons who are determined to have acquired shares
under circumstances not involving any sales expense to the Fund or Distributor.
Investors may be charged a fee if they effect transactions in fund shares
through a broker or agent.

Investors may purchase shares of the Fund at net asset value to the extent
that the investment represents the proceeds from the redemption, within the
previous sixty days, of shares (the purchase price of which included a sales
charge) of another mutual fund. When making a purchase at net asset value
pursuant to this provision, the investor should forward to the Transfer Agent
either (i) the redemption check representing the proceeds of the shares
redeemed, endorsed to the order of Perkins Opportunity Fund, or (ii) a copy of
the confirmation from the other fund, showing the redemption transaction.

General

Payment of proceeds from redemption of shares purchased with an initial
investment made by wire may be delayed 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.

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.

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. Redemption requests
should (a) state the number of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered owner exactly
as recorded on the account registration. 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.
10
<PAGE>
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) 280-4779 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.

General

Payment of the 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 the appropriate signature guarantee. The Fund 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 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.

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 $1,500. If the Fund determines to make such an involuntary redemption, the
shareholder will first be notified that the value of the account is less than
$1,500 and will be allowed 30 days to make an additional investment to bring the
value of the account to at least $1,500 before the Fund takes any action.

Distribution Agreement

The Distributor is the principal underwriter and distributor of shares of
the Fund and is an affiliate of the Administrator. 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
11
<PAGE>
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 Plan.

Distribution Plan; Shareholder Service Plan

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act (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 selling; 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% (currently 0.20%) of the
average daily net assets of the Fund for that year.

In addition, the Fund has entered into a Shareholder Servicing Agreement
with the Distributor, under which the Fund pays servicing fees at an annual rate
of up to 0.25% of 1% of the Fund's average daily net assets. Payments to the
Distributor under the Shareholder Servicing Agreement may reimburse the
Distributor for payments it makes to selected brokers, dealers and
administrators which have entered into Service Agreements with the Distributor
for services provided to shareholders of the Fund. The services provided by such
intermediaries are primarily designed to assist shareholders of the Fund and
include the furnishing of office space and equipment, telephone facilities,
personnel and assistance to the Fund in servicing such shareholders. Services
provided by such intermediaries also include the provision of 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 personal services
to shareholders as the Fund 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 securities dealers with respect to Keogh, Section 403(b) and
other retirement plans offered. Investors should consult a tax advisor before
establishing any retirement plan.

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 $100),
as if the shareholder had written it directly. Upon receipt of the withdrawn
funds, the 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 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.
12
<PAGE>
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 exceeds the dividends credited to the
shareholder's account, the account ultimately may be depleted.

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., New
York City 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.

DISTRIBUTIONS AND TAXES

Dividends and Distributions

Dividends from net investment income are expected to be paid in June and
December. Any net capital gains realized during the Fund's fiscal year will also
be distributed to shareholders in June, with a supplemental distribution in
December of any undistributed capital gains earned during the 12-month period
ended each October 31.

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.

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 has qualified and elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986 (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 or excise taxes. 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,
13
<PAGE>
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 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 March 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 year 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 maximum public
offering price) 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 and after giving effect to the maximum applicable sales charge.
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 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)
280-4779.
14
<PAGE>
Investment Advisor
Perkins Capital Management, Inc.
730 East Lake Street
Wayzata, MN 55391-1769
(612) 473-8367
(888) PERKOPP

Distributor
First Fund Distributors, Inc.
4455 E. Camelback Road, Suite 261-E
Phoenix, AZ 85018

Custodian
The Provident Bank
P.O. Box 14967
Cincinnati, OH 45250-0967

Transfer and Dividend Disbursing Agent
Rodney Square Management Corporation
P.O. Box 8987
Wilmington, DE 19899
(800) 280-4779

Auditors
Tait, Weller & Baker
2 Penn Center Plaza
Philadelphia, PA 19102

Legal Counsel
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, CA 94104
<PAGE>
THE PERKINS
OPPORTUNITY
FUND

A mutual fund seeking to provide
capital appreciation through a
continuing search for investment opportunities

Prospectus

August 1, 1996

<PAGE>
PRO-CONSCIENCE
WOMEN'S EQUITY MUTUAL FUND
Advancing gender equality in the workplace

500 Washington Street, Suite 600
San Francisco, California 94111
(415) 296-9135
(800) 385-7003

The PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL FUND (the "Fund") is a mutual fund with
the investment objective of providing long-term capital appreciation by
investing primarily in equity securities (common and preferred stocks). The Fund
invests in securities of publicly traded companies that satisfy certain social
responsibility criteria and that are proactive toward women's social and
economic equality. Pro-Conscience Funds, Incorporated (the "Advisor"), serves as
investment advisor to the Fund. United States Trust Company of Boston (the
"Sub-Advisor") acts as Sub-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 August 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 request by calling (800) 385-7003 or (415)
296-9135.

TABLE OF CONTENTS

Expense Table ................................................ 2
Financial Highlights.......................................... 3
Objective, Investment Approach and Risk....................... 4
Management of the Fund ....................................... 6
Distribution Plan............................................. 7
How To Invest in the Fund..................................... 7
How To Redeem an Investment in the Fund....................... 8
Services Available to the Fund's Shareholders................. 10
How the Fund's Per Share Value Is Determined.................. 10
Distributions and Taxes....................................... 10
General Information ......................................... 11

Shareholder Transaction Expenses

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

Annual Fund Operating Expenses
(As a percentage of average net assets)

Management Fees................................... 1.00%

12b-1 Fees ....................................... 0.25%

Other Expenses (after waiver) .................... 0.25%

Total Fund Operating Expenses (after waiver)*..... 1.50%

*Total operating expenses are capped at 1.50% by agreement with the Advisor. In
the absence of this limitation, the Fund's ratio of expenses to average net
assets would have been 4.75% for the fiscal year ended March 31, 1996.

Example
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:

One year ......................................... $15

Three years....................................... $47

Five years........................................ $82

Ten years......................................... $179

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 Fund's actual return may be higher or lower. See "Management of the
Fund."

The PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL 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 are purchased and redeemed at their net asset value per share, without a
sales charge. The minimum initial investment is $1,000, with subsequent minimum
investments of $100 or more, except that the minimum initial investment for
Individual Retirement Accounts is $500. Under the Fund's Distribution (Rule
12b-1) Plan, long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the rules of the National
Association of Securities Dealers.
2
<PAGE>
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the indicated periods
is included in the Statement of Additional Information. This information should
be read in conjunction with the financial statements and accompanying notes
thereto which appear in the annual report to shareholders and are incorporated
by reference into the Statement of Additional Information. Further information
about the Fund's performance may be included 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>
- ----------------------------------------------------------------------------------------------------------------------
Year Year October 1, 1993*
Ended Ended Through
March 31, March 31, March 31,
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset value, beginning period................................... $ 9.93 $10.46 $10.00
Income from investment operations:
Net investment income (loss)...................................... .01 .36 (.01)
Net realized and unrealized gain (loss) on investments............ 1.59 (.28) .47
------ ------ ------
Total from investment operations ................................... 1.60 .08 .46
------ ------ ------
Less distributions:
Dividends from net investment income.............................. (.31) (.02) .00
Distributions from net capital gains.............................. .00 (.59) .00
------ ------ ------
Total distributions.............................................. (.31) (.61) .00
------ ------ ------
Net asset value, end of period...................................... $11.22 $ 9.93 $10.46
====== ====== ======

Total return........................................................ 16.17% 0.97% 9.23%+

Ratios/supplemental data:
Net assets, end of period (millions)................................ $3.3 $1.5 $0.6
Ratios of expenses to average net assets:
Before expense reimbursement...................................... 4.75% 8.69% 21.93%+
After expense reimbursement....................................... 1.50% 1.50% 1.50%+
Ratios of net investment loss to average net assets:
Before expense reimbursement...................................... (1.97%) (1.97%) (20.74)%+
After expense reimbursement....................................... 1.28% 5.22% (.31)%+

Portfolio turnover rate ............................................ 120.64% 705.88% 139.26%
</TABLE>
* Commencement of operations.

+ Annualized.
3
<PAGE>
OBJECTIVE, INVESTMENT APPROACH AND RISK

The investment objective of the Fund is to provide long-term capital
appreciation by investing primarily in equity securities (common and preferred
stocks) in a manner consistent with preservation of the Fund's assets. There is,
of course, no assurance that the Fund's objective will be achieved. The Fund
will invest in securities of publicly traded companies that satisfy certain
social responsibility criteria and that are proactive toward women's social and
economic equality. Under normal circumstances, at least 65% of the Fund's total
assets will be invested in equity securities of companies believed to have these
characteristics.

An investment in the Fund, as is the case with regard to all mutual funds,
involves certain risk factors. Because prices of equity and other securities
fluctuate, the value of an investment in the Fund will vary, as the market value
of its investment portfolio changes.

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 Fund seeks long term capital appreciation. The amount of income generated
by a stock will not be an important consideration in seeking to purchase or
retain it. The portfolio will normally be fully invested in stocks, except for
liquidity needs.

The expected returns and risks of different sectors of the equity market
change over time. The ability to evaluate and determine the relative
attractiveness of these sectors is advantageous in controlling risk and
achieving attractive returns. In determining the sector allocation of the Fund,
the Fund's Advisor and Sub-Advisor consider different likely outcomes for
inflation, profits, employment, the dollar and other macroeconomic variables
together with the prices of stocks in various sectors to determine which sectors
combined are expected to maximize returns while controlling portfolio risk. This
may involve substantial changes in industry weightings as economic conditions
and asset prices change. Within each industry sector, the Fund seeks stocks with
the best value to price relationships by assessing each company's financial
strength, examining each firm's business strategy and employing quantitative
measures such as dividend discount models.

The Fund may purchase both common and preferred stocks. Within different
industries, individual stock selection is based upon analysis of the company's
fundamental characteristics including financial strength, response to industry
and economy-wide changes, and price and cost trends. The Fund seeks to purchase
companies with sound competitive positions and strategies. Although companies
with varying fundamental characteristics may be purchased to achieve
diversification, emphasis is given to companies with above-average earnings
growth, sustained profitability, and above-average return on invested capital.

Company management is also evaluated based on multiple measures of social
responsibility. The Fund's Sub-Advisor, which is recognized as one of the
premier firms in the business of managing investment portfolios subject to
socially responsive investment criteria, with the oversight and assistance of
the Advisor, will provide the social screening for the portfolio as well as the
investment management. The investment universe is screened for policies toward
women's social and economic equality. The Advisor and Sub-Advisor look for
companies that exhibit some or all of the following socially responsible
characteristics:

o promotes women to top executive positions and compensates them
accordingly

o has a high percentage of women directors on the board

o has strong support from senior executives for workplace quality

o provides career development and training programs for women employees
including mentoring and company-sponsored women networking groups

o monitors hiring and promotion activity closely

o offers programs addressing work/family concerns
4
<PAGE>
o uses women-owned companies as vendors and service providers

o presents positive images of women in their advertising, promotion, and
marketing

o is accountable to employees, investors, and the communities in which it
operates

The following characteristics are viewed negatively when selecting potential
investments:

o has patterns of Equal Employment Opportunity Act violations

o promotes sexist stereotypes in the workplace or in their advertising

o markets products that adversely affect women

o unwillingness to engage in dialogue concerning women's issues

Companies that exhibit some or all of the following characteristics are also
considered:

o sensitive to minority issues

o exhibit fair employee relations

o provide high quality products or services

o sensitive to environmental concerns

Fixed Income Securities

Bond investments made by the Fund normally are those which are considered
investment grade, including bonds which are direct or indirect obligations of
the U.S. government, or which at the date of investment are rated Baa or better
by Moody's Investor Services ("Moody's") or BBB or better by Standard & Poor's
("S&P") or of comparable quality as determined by the Fund. Bonds rated Baa or
BBB are considered medium grade obligations with speculative characteristics and
are more susceptible to changing market conditions.

Money market instruments selected for investment include high grade,
short-term obligations, including those of the U.S. government, its agencies and
instrumentalities. U.S. dollar-denominated certificates of deposit, time
deposits and bankers' acceptances of U.S. banks, generally banks with assets in
excess of $1 billion, repurchase agreements with recognized dealers and banks
and commercial paper (including participation interests in loans extended by
banks to issuers of commercial paper) that at the date of investment is rated
A-1 by S&P or P-1 by Moody's, or, if unrated, of comparable quality as
determined by the Advisor.

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 invested primarily in short-term maturities. A repurchase agreement is a
short-term investment in which the purchaser (that is, 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.

Foreign Securities

The Fund may invest up to 20% of its assets in securities of foreign issuers
or in American Depository Receipts of such issuers. Such investments may involve
risks that are in addition to the usual risks inherent in domestic investments.

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 the foreign
securities may be adversely affected by
5
<PAGE>
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. Dividends and interest on foreign securities may be
subject to foreign withholding taxes. The Fund may also invest without limit in
securities of foreign issuers which are listed and traded on a domestic national
securities exchange.

In connection with its foreign investments, the Fund may engage in currency
exchange transactions by means of buying or selling foreign currency on a spot
basis, entering into foreign currency forward contracts, buying and selling
foreign currency options, futures and options on futures. Foreign currency
exchange transactions may be entered into for the purpose of hedging against
foreign currency exchange risk arising from the Fund's investment or anticipated
investment in securities denominated in foreign currencies. Unanticipated
changes in currency prices may result in poorer overall performance for the Fund
than if it had not entered into foreign currency exchange transactions.

See the Statement of Additional Information for further information regarding
characteristics of and risks involved in the use of foreign currency contracts.

Portfolio Turnover

The annual rate of portfolio turnover may exceed 100%. In general, the
Advisor does 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. Higher rates of portfolio turnover involve greater
brokerage commission expenses and can result in increased taxable capital gain
distributions. The Fund's high portfolio turnover rate in the fiscal year ended
March 31, 1996, was due to the market outlook and to certain strategies used by
its former portfolio manager in an effort to reduce the Fund's tax liability.
Costs associated with this high turnover have been borne by the Advisor.

Investment Restrictions

The Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. 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. The Fund's Advisor is
Pro-Conscience Funds, Incorporated, a California corporation organized in 1993,
which is located at 500 Washington Street, Suite 600, San Francisco, California
94111. The Advisor develops the Fund's investment policy, including guidelines
and social criteria for screening companies for their policies on behalf of
women, oversees the management of the Fund's investments, 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 on the average daily net assets of
the Fund at the rate of 1.00% annually.

United States Trust Company of Boston is the Sub-Advisor to the Fund. The
Sub-Advisor together with the Advisor is responsible for formulating and
implementing the Fund's investment program. The Sub-Advisor is a
Massachusetts-chartered banking and trust company and is a wholly-owned
subsidiary of UST Corporation, a Massachusetts bank holding company. It is
located at 40 Court Street, Boston, MA 02108. The Sub-Advisor has approximately
$3.1 billion of assets under management. The Trust Department of the Sub-Advisor
has managed funds as a fiduciary since 1895. Ms. Cheryl Smith, Vice President of
the Sub-Advisor, is the Fund's portfolio manager. Ms. Smith is a Chartered
Financial Analyst and a member of the Boston Security Analysis Society. Neither
the Sub-Advisor nor UST Corporation is affiliated with United States Trust
Company of New York. For its services, the Sub-Advisor receives a Sub-Advisory
fee from the Advisor at the rate of 0.25% of the Fund's average net assets
annually.

Investment Company Administration Corporation (the "Administrator") acts as
the Fund's Administrator under an Administrative Management Agreement. Under
that agreement, the Administrator prepares various federal and
6
<PAGE>
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. For its
services, the Administrator receives a monthly fee at the following annual rate:

Average Net Assets Fee or Fee Rate*
------------------- ----------------
Under $15 million $30,000
$15 to $50 million 0.20%
$50 to $100 million 0.15%
$100 to $150 million 0.10%
Over $150 million 0.05%

*The Administration Fees are currently being waived until December 31, 1996.

The Fund is responsible for its own operating expenses. The Advisor has
undertaken to reduce its fees or reimburse the Fund for its annual operating
expenses that exceed 1.50% of the Fund's average daily net assets. Brokerage
commissions for securities transactions of the Fund are not included in the
expenses subject to this 1.50% cap. 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. 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.

DISTRIBUTION PLAN

The Fund has adopted a distribution plan pursuant to Rule 12b-1. The Plan
provides that the 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 Advisor as
distribution coordinator. Expenses permitted to be paid by the Fund under its
Plan include: preparation, printing and mailing of prospectuses; shareholder
reports such as semiannual 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, advisors 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 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 Advisor, 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 FUND

The minimum initial investment is $1,000, except that the minimum for
Individual Retirement Accounts is $500. Subsequent investments must be at least
$100. See "Services Available to the Fund's Shareholders." First Fund
Distributors, Inc. (the "Distributor"), acts as Distributor of the Fund's
shares. The Distributor may, at its discretion, waive the minimum investment
7
<PAGE>
requirements. The Advisor, in its discretion, may pay finder's fees or
commissions at its own expense. Investors who effect purchases or redemptions
through a broker or agent may be charged a fee by that broker or agent.
Investors may purchase shares of the Fund by check or wire.

By Check:

Initial Investment. Complete the Fund's Account Application (included with
this Prospectus). Make your check payable to "Pro-Conscience Women's Equity
Mutual Fund." Mail or deliver the completed Account Application and your check
to: Pro-Conscience Women's Equity Mutual Fund, P.O. Box 856, Cincinnati, OH
45264-0856

Subsequent Investments.

Detach and complete the stub attached to your account statement. Make your
check payable to "Pro-Conscience Women's Equity Mutual Fund." Write your
shareholder account number on the check. Mail or deliver the check and
reinvestment form in the envelope provided or send it to the Fund at the address
indicated above.

By Wire:

Initial Investment. Before wiring funds, call the Fund at (800) 385-7003 to
advise that you intend to make an initial investment by wire and to receive an
account number. Provide your name, and the dollar amount to be invested.

Request your bank to transmit immediately available funds by wire for
purchase of shares in your name to the Fund's Custodian, as follows:

Star Bank, N.A. Cinti/Trust
ABA Routing Number: 0420-0001-3
for further credit to Pro-Conscience Women's
Equity Mutual Fund
DDA #483898037
Account Number [Name of Shareholder]

Subsequent Investments. Instruct your bank to wire funds as indicated above.
It is essential that complete information regarding your account be included in
all wire instructions in order to facilitate prompt and accurate handling of
investments. Investors may obtain further information about remitting funds in
this manner from the Transfer Agent, and any fees that may be imposed by their
own banks.

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., Eastern 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.

The Fund does not issue share certificates. All shares are 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

Shareholders have the right to have the Fund redeem all or any portion of
their outstanding shares at their current net asset value on each day the New
York Stock Exchange
8
<PAGE>
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. Redemption requests
should be sent to Women's Equity Mutual Fund, American Data Services, Inc., 24
West Carver St., Huntington, NY 11743. 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 Telephone Privileges Authorization 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 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.

General

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans

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.

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 $100).
Upon receipt of the check, the 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 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.

Systematic Withdrawal Program

A withdrawal under the Systematic Withdrawal Program involves a redemption of
shares, and may result in recognition of 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.

HOW THE FUND'S SHARE VALUE IS DETERMINED

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

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

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
10
<PAGE>
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 has qualified and elected 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 or excise taxes. 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 dividends-received
deduction available to corporate shareholders. Distributions designated as
capital gain 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.

GENERAL INFORMATION

The Trust

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 (for example, approval of the
Management Agreement); all series of the Trust vote as a single class on matters
affecting all series jointly or the Trust as a whole (for example, 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 commencement 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 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 Fund at the number shown on
the cover of the Prospectus.
11
<PAGE>
PRO-CONSCIENCE
WOMEN'S EQUITY MUTUAL FUND
Advancing gender equality in the workplace

August 1, 1996

500 Washington Street, Suite 600
San Francisco, California 94111
(415) 296-9135
(800) 385-7003

<PAGE>
Advisor

Pro-Conscience Funds Incorporated
500 Washington Street, Suite 600
San Francisco, California 94111
(415) 296-9135

Distributor

First Fund Distributors, Inc.
4455 E. Camelback Road, Suite 261-E
Phoenix, Arizona 85018

Custodian

Star Bank, N.A.
425 Walnut St.
Cincinnati, Ohio 45202

Transfer and Shareholder Service Agent

American Data Services
24 West Carver St.
Huntington, NY 11743

Auditors

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

Legal Counsel

Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104
<PAGE>
AVONDALE TOTAL RETURN FUND

1105 Holliday
Wichita Falls, Texas 76301
(817) 761-3777

The AVONDALE TOTAL RETURN FUND (the "Fund") is a mutual fund with the
investment objective of seeking the combination of income and capital
appreciation that will produce the maximum total return consistent with
reasonable risk. The Fund seeks to achieve its objective by investing primarily
in higher quality fixed income obligations and equity securities (common and
preferred stocks). The balance between debt and equity securities will be
adjusted based upon the market interpretation of the Manager of 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 August 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 given above.

TABLE OF CONTENTS

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............................................ 6
How To Redeem an Investment in the Fund ............................. 8
Services Available to the Fund's Shareholders ....................... 9
How the Fund's Per Share Value Is Determined......................... 10
Distributions and Taxes............................................. 10
General Information.................................................. 11

Prospectus dated August 1, 1996
<PAGE>
The AVONDALE TOTAL RETURN 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 of
the Fund may be purchased at their net asset value per share. The minimum
initial investment is $1,000, with subsequent investments of $250 or more ($500
and $100, respectively, for retirement plans). Shares will be redeemed at net
asset value per share.

EXPENSE TABLE

Shareholder Transaction Expenses

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

Annual Fund Operating Expenses
(As a percentage of average net assets)

Management Fees.................................................... 0.70%
Other Expenses..................................................... 0.99%
----
Total Fund Operating Expenses ..................................... 1.69%
====

<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..................................................... $17 $53 $92 $200
</TABLE>

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the fiscal period
ended March 31, 1996 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 appear in the annual
report and are incorporated by reference 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.
<TABLE>
<CAPTION>
October 12, 1988*
Year Ended March 31, to March 31,
1996 1995 1994 1993 1992 1991 1990 1989
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period...........$23.58 $22.93 $24.78 $24.19 $22.44 $20.76 $19.84 $20.00

Income from Investment Operations:
Net investment income ................... .27 .23 .26 .46 .51 .75 .88 .48
Net realized and unrealized (loss) gain
on investments........................ 6.00 1.49 (.44) 1.62 1.92 1.46 1.13 (.14)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations......... 6.27 1.72 (.18) 2.08 2.43 2.21 2.01 .34
------ ------ ------ ------ ------ ------ ------ ------
Less Distributions:
Dividends (from net investment income).. (.27) (.23) (.35) (.49) (.68) (.53) (.79) (.50)
Distributions (from net capital gains).. (1.82) (.84) (1.32) (1.00) -0- -0- (.30) -0-
------ ------ ------ ------ ------ ------ ------ ------
Total distributions..................... (2.09) (1.07) (1.67) (1.49) (.68) (.53) (1.09) (.50)
------ ------ ------ ------ ------ ------ ------ ------

Net Asset Value, end of period.................$27.76 $23.58 $22.93 $24.78 $24.19 $22.44 $20.76 $19.84
====== ====== ====== ====== ====== ====== ====== ======

Total Return............................. 26.67% 7.82% (0.82)% 9.19% 11.07% 10.90% 10.13% 1.72%

Net Assets, end of period (millions) ..........$ 9.8 $ 6.9 $ 7.4 $ 7.6 $ 7.8 $ 5.4 $ 2.4 $ 0.7

Ratios/Supplemental Data:
Ratios of expenses to average net assets:
Before expense reimbursement............. 1.69% 1.77% 1.83% 1.78% 2.13% 2.58% 4.27% 9.33%+
After expense reimbursement............. 1.69% 1.77% 1.83% 1.78% 1.96% 1.98% 1.92% 1.30%+
Ratios of net income (loss) to average net assets:
Before expense reimbursement............. 1.03% 0.96% 1.09% 1.97% 2.00% 3.02% 1.81% (2.63)%+
After expense reimbursement............. 1.03% 0.96% 1.09% 1.97% 2.17% 3.62% 4.16% 5.40%+

Portfolio turnover rate ....................... 52.25% 52.24% 73.65% 157.64% 59.58% 65.51% 99.50% 60.82%+
</TABLE>

* Effective date of the Fund's initial registration under the Securities Act of
1933.
+ Annualized.
3
<PAGE>
OBJECTIVE AND INVESTMENT APPROACH OF THE FUND

The investment objective of the Fund is to realize the combination of
income and capital appreciation that will produce the maximum total return
consistent with reasonable risk. The Fund seeks to achieve its objective by
investing primarily in higher quality fixed income debt securities and equity
securities. There is, of course, no assurance that the Fund's objective will be
achieved, and the Fund's net asset value per share will fluctuate as the market
value of its investment portfolio fluctuates.

General Policies. The Fund will normally invest in fixed income debt
securities, common stocks, securities convertible into common stocks, and
preferred stocks.

The Fund's investment manager, Herbert R. Smith, Incorporated, (the
"Manager") has the flexibility to select among different types of investments
for growth and income and to alter the composition of the portfolio as economic
and market trends change. The Fund may invest up to 100% of the value of its
total assets in higher quality debt securities which, at the time of purchase,
are rated A or better by either Moody's Investors service ("Moody's") or by
Standard & Poor's Corporation ("S&P") or, if unrated, are judged by the Manager
to be of comparable quality to such rated securities. An Appendix in the
Statement of Additional Information contains a complete description of the
applicable ratings of Moody's and S&P.

Up to 85% of the Fund's total assets at any time may be invested in equity
securities (common and preferred stocks). For defensive purposes or pending
longer-term investment, the Fund also may temporarily invest any amount of its
assets in high quality short-term money market instruments rated in the top two
grades by Moody's or S&P or, if unrated, instruments deemed to be of comparable
quality by the Fund's Manager.

The average dollar-weighted effective maturity of the Fund's debt security
portfolio will not exceed 10 years, and no debt security will have an effective
maturity exceeding 15 years.

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 securities of a
single issuer and that no more than 10% of its total assets may be invested in
the voting securities of such issuer.

Investment Approach. The Manager is a risk-averse investor. The Manager
follows a dual screen process it has developed that uses a combination of
fundamental and technical analysis.

Fundamental analysis with respect to debt securities is concerned with the
present and future state of the economy, monetary conditions, the outlook for
interest rates and the creditworthiness of the issuer. Technical analysis
studies and tracks various economic data as well as supply and demand factors
such as price movements and trading volume. From this dual analysis, the Manager
develops its policy regarding maturity and duration of debt securities. It pays
close attention to the yield curve, i.e., the yields to be earned by investing
in various maturities.

Fundamental analysis with respect to equity securities is concerned with
the business value of the individual company as well as the economy and factors
relating to the company's prospects for increased earnings and a higher stock
price. In the equity area, technical analysis focuses on supply and demand
conditions for a stock, or the stock market as a whole, as revealed by price
movements, money flow, trading volume and other factors. Using this dual
analysis, the Manager is able to identify individual stocks, industries and
industry groups whose statistical patterns are weakening or strengthening.

Foreign Securities. The Fund may invest up to 15% of its assets in foreign
securities. These include U.S. Dollar denominated securities of foreign issuers,
securities of foreign issuers that are listed and traded on a domestic national
4
<PAGE>
securities exchange, and American Depositary Receipts ("ADR's"). ADR's are
receipts typically issued by a U.S. bank or trust company evidencing ownership
of underling foreign securities.

There are risks associated with investing in foreign securities. 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. Interest or dividends on foreign securities may
be subject to foreign withholding taxes. Investments in foreign countries may be
subject to the possibility of expropriation or confiscatory taxation, exchange
controls, political or social instability or diplomatic developments that could
adversely affect the value of those investments. In addition, the value of the
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.

Securities Lending. In order to generate additional income, the Fund may
lend up to 30% of its portfolio securities to broker-dealers, major banks or
other recognized domestic institutional borrowers of securities who are not
affiliated with the Fund's Manager or Distributor and whose creditworthiness is
acceptable to the Manager. The borrower must deliver to the Fund cash or cash
equivalent collateral, or provide to the Fund an irrevocable letter of credit
equal in value to at least 100% of the value of the securities loaned at all
times during the loan. During the time the portfolio securities are on loan, the
borrower pays the Fund any interest paid on such securities. The Fund may invest
the cash collateral and earn additional income, or it may receive an agreed-upon
amount of interest income if the borrower has delivered equivalent collateral or
a letter of credit.

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 maturities. A 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
Manager 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 15% of its total assets in illiquid securities, including repurchase
agreements maturing in more than seven days.

When-Issued Securities. The Fund may purchase securities on a when-issued
basis, for payment and delivery at a later date, generally within one month. The
price and yield are generally fixed on the date of commitment to purchase, and
the value of the security is thereafter reflected in the Fund's net asset value.
During the period between purchase and settlement, no payment is made by the
Fund and no interest accrues to the Fund. At the time of settlement, the market
value of the security may be more or less than the purchase price. The Fund
limits its investments in when-issued securities to less than 5% of its total
assets. When the Fund purchases securities on a when-issued basis, it maintains
liquid assets in a segregated account with its Custodian in an amount equal to
the purchase price as long as the obligation to purchase continues.

Portfolio Turnover. The annual rate of portfolio turnover is anticipated to
be less than 100%. However, under certain market conditions, the Fund may
experience a higher rate of portfolio turnover. In general, the Manager 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. Although the Fund anticipates that it will be able to effect
transactions
5
<PAGE>
at sharply discounted brokerage commission rates or spreads, high portfolio
turnover involves correspondingly greater brokerage commissions and other
transaction costs, which are borne directly by the Fund, and may increase
realized capital gains which are taxable to Fund shareholders when distributed.

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. Herbert R. Smith,
Incorporated, 1105 Holliday, Wichita Falls, Texas 76301, the Fund's Manager, has
been in the investment advisory business since 1970 and manages private and
institutional accounts with aggregate assets of approximately $3 billion as of
the date of this Prospectus. Mr. Herbert R. Smith is principally responsible for
management of the Fund's portfolio.

The Manager 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 Manager a monthly management fee
(accrued daily) based upon the average daily net assets of the Fund at the
following annual rates: 0.70% on the first $200 million of net assets; 0.60% on
the next $300 million of net assets; and 0.50% on net assets exceeding $500
million.

Investment Company Administration Corporation (the "Administrator") acts as
the Fund's administrator. 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. For its
services, the Administrator receives an annual fee equal to the greater of 0.20
of 1% of the Fund's average daily net assets or $30,000.

The Fund is responsible for its own operating expenses. The Manager has
agreed to reduce its fees or reimburse the Fund for its annual operating
expenses which exceed the most stringent limits prescribed by any state in which
the Fund's shares are offered for sale. The Manager 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. To the extent
the Manager performs a service for which the Fund is obligated to pay, the Fund
shall reimburse the Manager for its costs incurred in rendering such service.

The Manager 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 Manager may lawfully and
appropriately use in its investment management and advisory capacities. Provided
the Fund receives prompt execution at competitive prices, the Manager may also
consider the sale of Fund shares as a factor in selecting broker-dealers for the
Fund's portfolio transactions. The Fund will not effect portfolio transactions
with, nor pay commissions to, any broker-dealer affiliated with the Manager.

HOW TO INVEST IN THE FUND

The minimum initial investment is $1,000. Subsequent investments must be at
least $250. Investments in retirement plans may be for minimums of $500 and
$100, respectively. The Distributor may, at its discretion, waive the minimum
investment requirements for purchases in conjunction with certain group or
periodic plans. In addition to cash purchases,
6
<PAGE>
shares may be purchased by tendering payment in kind in the form of shares of
stock, provided that any such tendered stock is readily marketable, its
acquisition is consistent with the Fund's investment objective, the tendered
stock is otherwise acceptable to the Fund's Manager, and the investor agrees to
pay the brokerage commissions on any sale of stock so tendered if it is sold by
the Fund within 90 days of acquisition.

Investors may purchase shares of the Fund by check or by wire:

By check

Initial Investment. Complete the Fund's Account Application (included with
this Prospectus). Make your check payable to "Avondale Total Return Fund." Mail
or deliver the completed Account Application and your check to the Fund:

Avondale Total Return Fund
P.O. Box 856
Cincinnati, Ohio 45264-0856

A purchase order sent by overnight mail should be sent to: Avondale Total
Return Fund, c/o Star Bank, N.A., 425 Walnut Street, M.L. 6118, Cincinnati, OH
45202.

Subsequent Investments. Detach and complete the stub attached to your
account statement. Make your check payable to "Avondale Total Return Fund."
Write your shareholder account number on the check. Mail or deliver the check
and reinvestment form to the Fund in the envelope provided or send to the Fund
at the address indicated above.

By wire

Initial Investment. Before wiring funds, call the Transfer Agent at (800)
385-7003 between the hours of 9:00 a.m. and 4:00 p.m. Eastern time, on a day the
New York Stock Exchange is open for trading in order to receive an account
number. If the funds are received by the Transfer Agent prior to the time that
the Fund's net asset value is calculated, the funds will be invested on that
day; otherwise they will be invested on the next business day. Provide the
Transfer Agent with your name, and the dollar amount to be invested. Complete
the Fund's Account Application (included with this Prospectus). Be sure to
include the date and the order confirmation number. Mail or deliver the
completed Application to the appropriate address shown at the top of the Account
Application. The investor should also ensure that the wiring bank includes the
name of the Fund and the account number with the wire. Request your bank to
transmit immediately available funds by wire for purchase of shares in your name
to the Fund's Custodian, as follows:

Star Bank, N.A.
ABA Routing Number: 0420-0001-3
Avondale Total Return Fund
DDA # 483897914
(Account name and number)

Subsequent Investments. For subsequent investments, an investor should call
the Transfer Agent at (800) 385-7003 before the wire is sent. Failure to do so
will cause the purchase to be credited the next day, when the Transfer Agent
receives notice of the wire. The investor's bank should wire the 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 about remitting funds in this manner from the Transfer Agent, and
any fees that may be imposed from their own banks.
7
<PAGE>
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 its
Distributor, First Fund Distributors, Inc. (the "Distributor"), reserve the
right to reject any purchase order in whole or in part.

The Fund does not issue share certificates. All shares are 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

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. Redemption requests
should be sent to: Avondale Total Return Fund, 24 West Carver Street, 2nd Floor,
Huntington, NY 11743. 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 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
8
<PAGE>
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
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.

General

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans. The minimum initial investment for such plans is $500,
with minimum subsequent investments of $100. The Fund also offers a prototype
Individual Retirement Account ("IRA") plan. Investors should consult a tax
adviser before establishing an IRA plan.

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 $500), as if the shareholder had written it directly. Upon
receipt of the check, 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.

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.
9
<PAGE>
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.

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

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 maturities of sixty days or
less are valued at amortized cost as reflecting fair value.

DISTRIBUTIONS AND TAXES

Dividends and Distributions. Dividends from net investment income are
declared and paid quarterly, shortly before the end of each calendar quarter.
Any net realized long-term capital gains not previously distributed and any
undistributed short-term capital gains earned during the Fund's fiscal year will
be distributed to shareholders following the conclusion of the Fund's fiscal
year (March 31), with a supplemental distribution on or about December 31 of any
additional undistributed capital gains earned during the 12-month period ended
October 31.

Dividends and capital gains 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.

Taxes. The Fund has qualified and elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986 (the
"Code"). As long as the Fund continues to qualify, and as long as the Fund
distributes all of its net investment income and net realized capital gains in
accordance with the timing requirements of the Code, the Fund will not be
subject to any federal or excise taxes. However, distributions made by the Fund
will be taxable to shareholders (other than tax-exempt entities), whether
received in shares (through dividend reinvestment ) or in cash. Distributions
derived from net investment income and short-term capital gains are taxable to
shareholders as ordinary income. A portion of such distributions may qualify for
the intercorporate dividends-received deduction. Distributions derived from
long-term capital gains are taxable as such 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.

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.

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 Agreement); 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, the past five years and 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 maximum public offering price) 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 at net asset
value. 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 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.

This Prospectus is not an offering of the securities herein described in any
state in which the offering is unauthorized. No salesman, dealer or other person
is authorized to give any information or make any representation other than
those contained in this Prospectus or in the Statement of Additional
Information.
11
<PAGE>
AVONDALE
TOTAL RETURN FUND

A fully managed
mutual fund
investing in equity and
higher quality fixed-income
securities, seeking the
combination of income
and capital appreciation
that will produce
maximum total return

PROSPECTUS

August 1, 1996
<PAGE>
Investment Manager

Herbert R. Smith, Incorporated
1105 Holliday
Wichita Falls, Texas 76301

Custodian

Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202

Transfer Agent

American Data Services
24 West Carver Street
2nd Floor
Huntington, New York 11743

Auditors

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

Legal Counsel

Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104
<PAGE>
THE
OSTERWEIS
FUND

One Maritime Plaza, Suite 1201
San Francisco, CA 94111
(415) 434-4441

THE OSTERWEIS FUND (the "Fund") is a mutual fund with the investment objective
of attaining long term total returns. The Fund seeks to achieve its objective by
investing primarily in equity securities (common and preferred stocks).
Osterweis Capital Management, Inc. (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 one of a series of Professionally Managed
Portfolios. A Statement of Additional Information dated August 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 by calling the number listed above or
(800) 385-7003.

TABLE OF CONTENTS

Expense Table............................ 2

Financial Highlights..................... 3

Objective and Investment
Approach of the Fund.................. 4

Management of the Fund................... 7

How To Invest in the Fund................ 8

How To Redeem an
Investment in the Fund................ 10

Services Available to the
Fund's Shareholders................... 11

How the Fund's Per Share Value
Is Determined......................... 12

Distributions and Taxes.................. 12

General Information...................... 13

Appendix................................. 14

Prospectus dated August 1, 1996
1
<PAGE>

THE OSTERWEIS 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 are purchased and
redeemed at their net asset value per share, without a sales charge. The minimum
initial investment is $100,000, with subsequent investments of $1,000 or more.

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>
<S> <C>
Shareholder Transaction Expenses
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

Annual Fund Operating Expenses (after waiver)*
(As a percentage of average net assets)
Management Fees...................................................................... 1.00%
12b-1 Fees........................................................................... None
Other Expenses....................................................................... 0.75%
----
Total Fund Operating Expenses........................................................ 1.75%*
====
</TABLE>
Example

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:
<TABLE>
<CAPTION>
<S> <C>
One year............................................................................. $ 18
Three years.......................................................................... $ 55
Five years........................................................................... $ 95
Ten years............................................................................ $206
</TABLE>
*The Advisor has undertaken to limit the operating expenses of the Fund to
1.75% of average net assets until a date following advance notice to
shareholders. In the absence of such limitation, the Fund's expenses would have
amounted to 1.77% of average net assets during the fiscal year ended March 31,
1996.

The following information has been audited by Ernst & Young L.L.P.,
independent accountants, whose unqualified report covering the fiscal period
ended March 31, 1996 is incorporated by reference herein and appears in the
annual report to shareholders. This information shoud be read in conjunction
with the financial statements and accompanying notes thereto which appear in the
annual report and are incorporated by reference into the Statement of Additional
Information. Further information about the Fund's performance may be included 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>
- -------------------------------------------------------------------------------------------------------------------
Year Year October 1, 1993*
Ended Ended through
March 31,1996 March 31,1995 March 31,1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ............................ $10.33 $10.28 $10.00
Income from investment operations:
Net investment income ..................................... .12 .28 .08
Net realized and unrealized gain on investments ........... 1.48 .11 .22
------ ------ ------
Total from investment operations................................. 1.60 .39 .30
------ ------ ------

Less distributions:
Dividends from net investment income....................... (.19) (.25) (.02)
Distributions from net capital gains ...................... -0- (.09) -0-
------ ------ ------
Total distributions.............................................. (.19) (.34) (.02)
------ ------ ------
Net asset value, end of period .................................. $11.74 $10.33 $10.28
====== ====== =======

Total return .................................................... 15.59% 3.91% 6.29%+

Ratios/supplemental data:
Net assets, end of period (millions)............................. $ 16.9 $ 9.8 $ 5.1
Ratio of expenses to average net assets:
Before expense reimbursement .............................. 1.77% 2.32% 3.73%+
After expense reimbursement................................ 1.75% 1.74% 1.75%+
Ratio of net investment income to average net assets:
Before expense reimbursement .............................. 1.47% 2.74% 0.42%+
After expense reimbursement ............................... 1.49% 3.32% 2.40%+
Portfolio turnover rate ......................................... 57.31% 28.65% 34.97%
</TABLE>

*Commencement of operations.

+Annualized.
3
<PAGE>
OBJECTIVE AND INVESTMENT APPROACH OF THE FUND
The investment objective of the Fund is to attain long-term total returns. The
Fund seeks to achieve its objective by investing primarily in equity securities.
There is, of course, no assurance that the Fund's objective will be achieved.
Because prices of the securities held by the Fund will fluctuate, the value of
an investment in the Fund will vary as the market value of its investment
portfolio changes. In addition to common stocks, equity securities purchased for
the Fund may include preferred stocks, convertible preferred stocks and
warrants.

Investment Approach. The Advisor selects equity securities for the Fund which it
believes offer superior investment value. The Advisor focuses on the securities
of companies which it believes to be undervalued or otherwise out-of-favor in
the market. The stock prices of such companies may be depressed by visible
near-term problems and not reflective of the companies' longer term prospects.
The Advisor places particular emphasis on the analysis of a company's ability to
generate cash and its management's deployment of this cash.

The Advisor also seeks under- researched, high growth situations that it
believes can be purchased for modest multiples as well as companies with
substantial, unrecognized assets and improving earnings prospects. As such
companies achieve greater visibility and their stocks are accorded valuations
more in line with their growth rates, the Advisor is inclined to regard them as
candidates for sale, in order to reduce the risk of future earnings
disappointments.

Although equity securities are the primary focus for the Fund, the Advisor may
also purchase fixed income securities and convertible bonds for the Fund's
portfolio in pursuing its goal of long-term total return. The Advisor prefers to
purchase fixed income securities during times of high real interest rates or
when it believes that the outlook for the equity markets is sufficiently
unsettled to warrant building yield into the Fund's portfolio.

Fixed income securities eligible for purchase by the Fund include investment
grade corporate debt securities, those rated BBB or better by Standard & Poor's
Corporation ("S&P") or Baa or better by Moody's Investors Service ("Moody's").
Securities rated BBB by S&P are considered investment grade, but Moody's
considers securities rated Baa to have speculative characteristics. The Fund
also may invest up to 5% of its assets in mortgage-related securities. See the
Statement of Additional Information.

The Fund may invest in corporate debt securities that are rated below investment
grade, but will limit that investment to no more than 30% of its total assets.
Such securities, sometimes referred to as junk bonds, typically carry higher
coupon rates than investment grade securities but also are described as
speculative by both Moody's and S&P. They may be subject to greater market price
fluctuations, less liquidity, and greater risk of income or principal, including
a greater possibility of default
4
<PAGE>
or bankruptcy of the issuer of such securities, than are more highly rated debt
securities. Lower rated fixed income securities also are likely to be more
sensitive to adverse economic or company developments. During periods of
economic downturn or rising interest rates, highly leveraged issuers of lower
rated securities may experience financial stress which could adversely affect
their ability to make payments of interest and principal and increase the
possibility of default. In addition, the market for lower rated debt securities
has expanded rapidly in recent years, and its growth paralleled a long economic
expansion. At times in recent years, the prices of many lower rated debt
securities declined substantially, reflecting an expectation that many issuers
of such securities might experience financial difficulties. There can be no
assurance that such declines will not recur. The market for lower rated debt
issues generally is thinner and less active than that for higher quality
securities, which may limit the Fund's ability to sell such securities at fair
value in response to changes in the economy or financial markets. Adverse
publicity and investor perception, whether or not based on fundamental analysis,
may also decrease the values and liquidity of lower rated securities, especially
in a thinly traded market.

The Advisor seeks to reduce the risks associated with investing in such
securities by limiting the Fund's holdings in such securities and by the depth
of its own credit analysis. The Fund will not invest in such securities rated
below B by S&P or Moody's. In selecting below investment grade securities, the
Advisor seeks securities in companies with improving cash flows and balance
sheet prospects and whose credit ratings the Advisor views as likely to be
upgraded. The Advisor believes that such securities can produce returns similar
to equities, but with less risk. See the Appendix for a description of Moody's
and S&P ratings.

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 invested primarily in short-term maturities. A
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
5
<PAGE>
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.

Illiquid and Restricted Securities. The 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 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 Securities Act Rule 144A and which
the Trustees have determined to be liquid based on the applicable trading
markets.

Foreign Securities. The Fund may invest up to 20% of its total assets in
securities of foreign issuers. The Advisor usually buys securities of leading
foreign companies that have well recognized franchises and are selling at a
discount to the securities of similar domestic businesses. 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 the 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. Dividends and interest on
foreign securities may be subject to foreign withholding taxes. The Fund may
also invest without limit in securities of foreign issuers which are listed and
traded on a U.S. national securities exchange.

Options and Futures. The Fund has the ability to invest up to 5% of its assets
in options, futures and options on futures, but has no present intention of
using such instruments. See the Statement of Additional Information for further
information regarding characteristics of and risks involved in the use of these
instruments.

U.S. Government Securities. The Fund may invest in U.S. Government securities.
U.S. Government securities include direct obligations issued by the U.S.
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 National Mortgage
Association ("FNMA"), Government National Mortgage Association ("GNMA"), Federal
Home Loan Banks, Federal Financing Bank, and Student Loan Marketing Association.

All Treasury securities are backed by the full faith and credit of the United
States. 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,
6
<PAGE>
such as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the U.S. Treasury. Others, such as securities
issued by FNMA, are supported only by the credit of the instrumentality and not
by the U.S. Treasury. If the securities are not backed by the full faith and
credit of the United States, the owner of the securities must look principally
to the agency issuing the obligation for repayment and may not be able to assert
a claim against the United States in the event that the agency or
instrumentality does not meet its commitment. 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. Osterweis Capital Management,
Inc., acts as the Fund's Advisor, and has been in the investment advisory
business since 1983. The Advisor provides investment advisory services to
individual and institutional accounts with a value in excess of $700,000,000.
Mr. John S. Osterweis, President and Director of the Advisor, is principally
responsible for the management of the Fund's portfolio. He has over twenty years
of securities analysis and portfolio management experience.

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 rate
of 1.00% annually. 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, 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 receives a monthly fee at the following annual rate:

Average Net Assets Fee or Fee Rate
- ------------------ ---------------
Under $15 million $30,000
$15 to $50 million 0.20%
$50 to $100 million 0.15%
$100 to $150 million 0.10%
Over $150 million 0.05%

The Fund is responsible for its own operating expenses, including, but not
limited to, the advisory and administrative management fees, custody and
transfer agent fees, legal and auditing expenses, federal and state registration
fees, and fees to the Trust's
7
<PAGE>
disinterested Trustees. The Advisor has agreed to reduce its fees or reimburse
the Fund for its annual operating expenses which exceed the most stringent
limits prescribed by any state in which the Fund's shares are offered for sale.
The Advisor also may reduce its fees, make payments on behalf of the Fund for
expenses which are the Fund's obligation under the Advisory agreement, or
reimburse additional amounts to the Fund at any time in order to reduce the
Fund's expenses. In this regard, the Advisor currently has undertaken to limit
the Fund's operating expenses to 1.75% of average net assets. Any such
reductions made by the Advisor in its fees or payments or reimbursement of
expenses which are the Fund's obligation are subject to reimbursement by the
Fund within the following three years provided the Fund is able to effect such
reimbursement and remain in compliance with applicable expense limitations.

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 is $100,000. Subsequent investments must be at
least $1,000. First Fund Distributors, Inc. (the "Distributor"), acts as
Distributor of the Fund's shares. The Distributor may, at its discretion, waive
the minimum investment requirements. In addition to cash purchases, shares may
be purchased by tendering payment in kind in the form of shares of stock, bonds
or other securities, provided that any such tendered security is readily
marketable, its acquisition is consistent with the Fund's investment objective
and the tendered security is otherwise acceptable to the Fund's Advisor.
Purchasing shares in this manner will cause the investor to realize a capital
gain or loss on each security tendered. The investor must also agree to pay the
brokerage commissions on the sale of any security so tendered if it is sold by
the Fund within 90 days of acquisition.

Investors may purchase shares of the Fund by check or wire:

By check:

Initial Investment. Complete the Fund's Account Application (included with this
Prospectus). Make your check payable to "The Osterweis Fund." Mail or deliver
the completed Account Application and your check to:

The Osterweis Fund
P.O. Box 856
Cincinnati, OH 45264-0856
8
<PAGE>
A purchase order sent by overnight mail should be sent to:

The Osterweis Fund
24 West Carver Street, 2nd Floor
Huntington, NY 11743

Subsequent Investments. Detach and complete the stub attached to your account
statement. Make your check payable to "The Osterweis Fund." Write your
shareholder account number on the check. Mail or deliver the check and
reinvestment form to the Fund in the envelope provided or send to the Fund at
the address indicated above.

By wire:
Initial Investment. Before wiring funds, call the Transfer Agent at (800)
385-7003 between the hours of 9:00 a.m. to 4:00 p.m. Eastern time on a day when
the New York Stock Exchange is open for trading to advise the Transfer Agent
that you intend to make an initial investment by wire and to receive an account
number. Provide the Transfer Agent with your name, and the dollar amount to be
invested.

Request your bank to transmit immediately available funds by wire for purchase
of shares in your name to the Fund's Custodian, as follows:

Star Bank, N.A. Cinti/Trust
ABA Routing Number: 0420-0001-3
The Osterweis Fund DDA #483898003
(Account name and number]

Subsequent Investments. For subsequent investments an investor should call the
Transfer Agent at (800) 385-7003 before the wire is sent. Failure to do so will
cause the purchase to be credited the next day, when the Transfer Agent receives
notice of the wire. Instruct your bank to wire funds as indicated above. It is
not necessary to contact the Transfer Agent prior to making subsequent
investments by wire. It is essential that complete information regarding your
account be included in all wire instructions in order to facilitate prompt and
accurate handling of investments. Investors may obtain further information about
remitting funds in this manner from the Transfer Agent, and any fees that may be
imposed by their own banks.

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 to purchase shares, 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., Eastern time), Fund shares will be purchased at
the offering price determined as of the close of trading on that day. Otherwise,
9
<PAGE>
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 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 does not issue share certificates. All shares are 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. Redemption requests should be sent to The
Osterweis Fund, 24 West Carver Street, 2nd Floor, Huntington, NY 11743. 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 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
10
<PAGE>
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 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.

General. Payment of the 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 Securities and Exchange Commission. 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.

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 Gifts/Transfers to Minors Acts accounts, if at any time, due to
redemptions by the shareholder, the total value of a shareholder's account does
not equal at least $1,500. 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 $1,500 and will be allowed 30 days to make an additional investment
to bring the value of his account to at least $1,500 before the Fund takes any
action.
- --------------------------------------------------------------------------------
SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS
Retirement Plans. The minimum initial investment for such plans is $100,000,
with minimum subsequent investments of $1,000. The Fund offers a prototype
Individual Retirement Account ("IRA") plan, and information is available from
the Distributor or from securities dealers with respect to Keogh, Section 403(b)
and other retirement plans offered. Investors should consult a tax advisor
before establishing any retirement plan.

Check-A-Matic Plan. For the convenience of shareholders, the Fund
11
<PAGE>
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). Upon receipt of the check, the 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 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.

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.

HOW THE FUND'SPER 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. Dividends from net income are declared and paid at
least annually, typically after the end of the Fund's fiscal year. Any net
capital gains realized during the Fund's fiscal year will also be distributed to
shareholders in June, with a supplemental distribution in December of any
undistributed net capital gains earned during the 12-month period ended each
October 31.
12
<PAGE>
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.

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 (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 or excise taxes. 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 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 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 March 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
13
<PAGE>
matters affecting only the Fund (e.g., approval of the Advisory and
Administrative Management 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 cumulative 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 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 Fund at
the number shown on the cover of the Prospectus.
- --------------------------------------------------------------------------------
APPENDIX
Description of Bond Ratings*
Moody's Investors Service
- -------------------------

Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk. Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuations or protective elements may be
of greater amplitude or there may be other elements present which make long-term
risks appear somewhat larger than in Aaa securities.
A: Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium
14
<PAGE>
grade obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a susceptibility
to impairment sometime in the future.
Baa: Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba: Bonds rated Ba are judged to have speculative elements: their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainly of position characterizes bonds in
this class.
B: Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small. Standard & Poor's
Corporation
- --------------------------------------------------------------------------------
AAA: Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree.
A: Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of change in circumstances and
economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB and B: Bonds rated BB and B are regarded, on balance, as predominately
speculative with respect to the issuer's capacity to pay interest and principal
in accordance with the terms of the obligation. BB indicates a lower degree of
speculation than B. While such bonds will likely have some quality of protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

The ratings may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

*Ratings are generally given to securities at the time of issuance. While the
rating agencies may from time-to-time revise such ratings, they undertake no
obligation to do so.
15
<PAGE>

Advisor
Osterweis Capital Management, Inc.
One Maritime Plaza, Suite 1201
San Francisco, California 94111

-------------------------------

Distributor
First Fund Distributors, Inc.
4455 E. Camelback Road, Suite 261E
Phoenix, Arizona 85018

-------------------------------

Custodian
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202

-------------------------------

Transfer Agent
American Data Services
24 West Carver Street
2nd Floor
Huntington, New York 11743

-------------------------------

Auditors
Ernst & Young LLP
515 South Flower Street
Los Angeles, California 90071

-------------------------------

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

[LOGO]

Prospectus

August 1, 1996
<PAGE>
UAM/FPA CRESCENT FUND
11400 West Olympic Blvd., Suite 1200
Los Angeles, California 90064
(800) 385-7003

UAM/FPA CRESCENT FUND (the "Fund") is a mutual fund with the investment
objective of providing, through a combination of income and capital
appreciation, a total return consistent with reasonable investment risk. The
Fund seeks to achieve its objective by investing primarily in equity securities
(common and preferred stocks) and fixed income obligations. First Pacific
Advisors, Inc. (the "Advisor") serves as investment advisor to the Fund.

A proposal is currently pending to reorganize the Fund as a new series of
the UAM Funds. If this reorganization proposal is approved, the Fund will become
part of the UAM Funds on October 1, 1996. See Page 13 for additional details.

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 August 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 request to the Fund at the address
or telephone number given above.

TABLE OF CONTENTS

Expense Table.................................................. 2
Financial Highlights........................................... 3
Objective and Investment Approach of the Fund.................. 4
Management of the Fund......................................... 8
How To Invest in the Fund...................................... 9
How To Redeem an Investment in the Fund........................ 10
Services Available to the Fund's Shareholders.................. 11
How the Fund's Per Share Value Is Determined................... 11
Distribution and Taxes......................................... 12
General Information............................................ 12

Prospectus dated August 1, 1996
<PAGE>
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

Annual Fund Operating Expenses
(As a percentage of average net assets)
Management Fees............................................................................ 1.00%
12b-1 Fees................................................................................. None
Other Expenses............................................................................. 0.59%
----
Total Fund Operating Expenses.............................................................. 1.59%
====
</TABLE>

Example 1 Year 3 Years 5 Years 10 Years

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 Fund's actual return may be higher or lower. See "Management of
the Fund."

UAM/FPA CRESCENT 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 are
purchased and redeemed at their net asset value per share, without an initial
sales charge. The minimum initial investment is $5,000, with subsequent minimum
investments of $500 or more ($2,000 and $200, respectively, for retirement
plans).
2
<PAGE>
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period.

Year Ended Year Ended June 2, 1993*
March 31, March 31, through
1996 1995 March 31, 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period .................................. $11.23 $10.96 $10.00
------ ------ ------
Income from investment operations:
Net investment income ........................................... .40 .21 .13
Net realized and unrealized gain on investments ................. 2.29 .77 .99
------ ------ ------
Total from investment operations....................................... 2.69 .98 1.12
------ ------ ------
Less distributions:
Dividends from net investment income............................. (.37) (.18) (.10)
Distributions from net capital gains ............................ (.88) (.53) (.06)
------ ------ ------
Total distributions.................................................... (1.25) (.71) (.16)
------ ------ ------
Net asset value, end of period ........................................ $12.67 $11.23 $10.96
====== ====== ======
Total return .......................................................... 24.71% 9.35% 13.73%+
Ratios/supplemental data:
Net assets, end of period (millions).................................. $ 22.0 $ 16.0 $ 10.2
Ratio of expenses to average net assets:
Before expense reimbursement .................................... 1.59% 1.65% 1.86%+
After expense reimbursement...................................... 1.59% 1.65% 1.85%+
Ratio of net investment income to average net assets:
Before expense reimbursement .................................... 3.35% 2.16% 1.60%+
After expense reimbursement ..................................... 3.35% 2.16% 1.61%+
Portfolio turnover rate ............................................... 99.98% 101.41% 88.88%
</TABLE>

*Commencement of operations.

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

The investment objective of the Fund is to provide, through a combination
of income and capital appreciation, a total return consistent with reasonable
investment risk. The Fund seeks to achieve its objective by investing in a
combination of equity securities and fixed income obligations. There is, of
course, no assurance that the Fund's objective will be achieved. Because prices
of common stocks and fixed-income securities fluctuate, the value of an
investment in the Fund will vary, as the market value of its investment
portfolio changes.

Investment Approach-Equity Securities. The Advisor selects equity
securities for the Fund which it believes offer superior investment value. The
Advisor looks for securities of quality companies with characteristics such as:

o Projected corporate earnings growth rate exceeding that of the stock
market average

o High return on capital

o Solid balance sheet

o Meaningful cash flow

o High relative profit margin

o Increasing dividend

o Active share repurchase program

o Superior management, seeking to maximize shareholder value

In the Advisor's view, the stock market prices securities efficiently in
the long term, rewarding companies who successfully grow their earnings and
penalizing those who do not. The Advisor's investment philosophy is based on the
conviction that the market valuation of securities is often inefficient in the
short term. When reacting to current economic or company information, investors
frequently make purchase or sale decisions hastily. These decisions could cause
a particular security, industry group or the entire market to become underpriced
or overpriced in the short term thereby creating an excellent opportunity to
either buy or sell.

Fundamental analysis is the foundation of the Advisor's investment
approach. The Advisor makes use of computer screens, company reports, research
and personal contacts to determine the prospects for a particular industry or
company. Specific considerations affecting an industry or company are reviewed,
as well as macroeconomic factors affecting financial markets.

In addition to common stocks, equity securities purchased for the Fund may
include preferred stocks, convertible preferred stocks and warrants.

Investment Approach-Fixed Income Obligations. Through fixed-income
investments, the Advisor seeks a reliable and recurring stream of income for the
Fund, while preserving its capital. The Advisor attempts to identify the current
interest rate and invest funds accordingly. Usually, a defensive strategy is
employed, with investments made at different points along the yield curve in an
attempt to keep the average maturity of fixed-income investments less than or
equal to ten years.

The Advisor's approach is to invest in U.S. Treasury obligations, U.S.
Government Agency and mortgage-backed securities, corporate and convertible
bonds. The Advisor considers yield spread relationships and their underlying
factors such as credit quality, investor perception and liquidity on a
continuous basis to determine which sector offers the best investment value.

The Fund may purchase investment grade corporate debt securities.
Securities rated BBB by Standard & Poor's Corporation ("S&P") or Moody's
Investors Service ("Moody's") are investment grade, but Moody's
4
<PAGE>
considers securities rated Baa to have speculative characteristics. Changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity for such securities to make principal and interest payments than is the
case for higher-rated debt securities.

Lower Rated Securities. The Fund may invest in debt securities that are
rated below investment grade, but will limit that investment to no more than 20%
of its assets. Such securities, sometimes referred to as "junk bonds," typically
carry higher coupon rates than investment grade securities but also involve
higher risks and are described as speculative by both Moody's and S&P. They may
by subject to greater market price fluctuations, less liquidity, and greater
risk of income or principal, including a greater possibility of default or
bankruptcy of the issuer of such securities, than are more highly rated debt
securities. Lower rated fixed income securities also are likely to be more
sensitive to adverse economic or company developments and more subject to price
fluctuations in response to changes in interest rates. The market for
lower-rated debt issues generally is thinner and less active than that for
higher quality securities, which may limit the Fund's ability to sell such
securities at fair value in response to changes in the economy or financial
markets.

The Advisor seeks to reduce the risk associated with investing in such
securities by limiting the Fund's holdings in such securities and by the depth
of its own credit analysis. In selecting below investment grade securities, the
Advisor seeks securities in companies with improving cash flows and balance
sheet prospects, whose credit ratings the Advisor views as likely to be
upgraded. The Advisor believes that such securities can produce returns similar
to equities, but with less risk. See the Statement of Additional Information.

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 maturities. A 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.

Illiquid and Restricted Securities. The 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 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 Securities Act Rule 144A and
which the Trustees have determined to be liquid based on the applicable trading
markets.

Foreign Securities. The Fund may invest up to 20% of its assets in
securities of foreign issuers. The Advisor usually buys securities of larger
foreign companies that have well recognized franchises and are selling at a
discount to the securities of similar domestic businesses.

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
5
<PAGE>
the 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 segregate an account consisting of liquid assets equal
to the difference between (a) the market value of the securities 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.

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 serve to
defer a gain or loss for Federal income tax purposes.

Options and Futures. The Fund may purchase and write call and put options
on securities, securities indexes and on foreign currencies, and enter into
futures contracts and use options on futures contracts. The Fund may use these
techniques to hedge against changes in interest rates, foreign currency exchange
rates or securities prices or as part of its overall investment strategies. The
Fund is subject to regulatory limitations on the use of such techniques and is
required to maintain segregated accounts consisting of liquid assets (or, as
permitted by applicable regulation, enter into certain offsetting positions) to
cover its obligations under options and futures contracts to avoid leveraging of
the Fund.

The Fund may buy or sell interest rate futures contracts, options on
interest rate futures contracts and options on debt securities for the purpose
of hedging against changes in the value of securities which the Fund owns or
anticipates purchasing due to anticipated changes in interest rates. The Funds
also may engage in currency exchange transactions by means of buying or selling
foreign currency on a spot basis, entering into foreign currency forward
contracts, any buying and selling foreign currency options, futures and options
on futures.
6
<PAGE>
Foreign currency exchange transactions may be entered into for the purpose of
hedging against foreign currency exchange risk arising from the Fund's
investment or anticipated investment in securities denominated in foreign
currencies.

See the Statement of Additional Information for further information
regarding characteristics of and risks involved in the use of these instruments.

U.S. Government Securities. The Fund may invest in U.S. Government
securities. U.S. Government securities include direct obligations issued by the
U.S. 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 National Mortgage
Association, Government National Mortgage Association, Federal Home Loan Banks,
Federal Financing Bank, and Student Loan Marketing Association.

Mortgage-Related Securities. Mortgage pass-through securities are
securities representing interests in pools of mortgages in which payments of
both interest and principal on the securities are generally made monthly, in
effect "passing through" monthly payments made by the individual borrowers on
the residential mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities). Early repayment of principal on
mortgage pass-through securities (arising from prepayments of principal due to
the sale of underlying property, refinancing, or foreclosure, net of fees and
costs which may be incurred) may expose a Fund to a lower rate of return upon
reinvestment of principal. Also, if a security subject to repayment has been
purchased at a premium, in the event of prepayment the value of the premium
would be lost.

As noted above, payment of principal and interest on some mortgage related
securities (but not the market value of the securities themselves) may be
guaranteed by the full faith and credit of the U.S. Government (in the case of
securities guaranteed by GNMA), by agencies or instrumentalities of the U.S.
Government (in the case of securities guaranteed by FNMA or the Federal Home
Loan Mortgage Corporation ("FHLMC"), which are supported only by the
discretionary authority of the U.S. Government to purchase the agency's
obligations). Mortgage pass-through securities created by non-governmental
issuers (such as commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance, and letters of credit, which
may be issued by governmental entities, private insurers or the mortgage
poolers.

Collateralized mortgage obligations ("CMO's") are hybrid instruments with
characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are paid,
in most cases, semi-annually. CMO's may be collateralized by whole mortgage
loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC, or FNMA. CMO's are structured
into multiple classes, with each class bearing a different stated maturity.
Monthly
7
<PAGE>
payments of principal, including prepayments, are first returned to investors
holding the shortest maturity class. Investors holding the longer maturity
classes receive principal only after the first class has been retired. Other
mortgage related securities include those that directly or indirectly represent
a participation in or are secured by and payable from mortgage loans on real
property, such as CMO residuals or stripped mortgage-backed securities, and may
be structured in classes with rights to receive varying proportions of principal
and interest.

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 normally limiting factor in determining when or whether to
purchase or sell securities in order to achieve the Fund's objective.

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. First Pacific Advisors, Inc.,
(the "Advisor") is the Fund's investment Advisor. The Advisor, together with its
predecessors, has been in the investment advisory business since 1954. Presently
the Advisor manages assets of approximately $3.4 billion for five investment
companies, including one closed-end investment company, and more than 45
institutional accounts. The Advisor is an indirect wholly-owned subsidiary of
United Asset Management Coporation ("UAM"), a New York Stock Exchange listed
holding company principally engaged, through affiliated firms, in providing
institutional investment management and acquiring investment management firms.

Under the Investment Advisory Agreement, 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 rate of 1.00% annually.

Investment Company Administration Corporation (the "Administrator") acts
as the Fund's Administrator under an Administrative 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, 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 receives a monthly fee at the following annual rate:

Average net assets Fee or fee rate
------------------ ---------------
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

The Fund is responsible for its own operating expenses. The Advisor has
agreed to reduce its fees or reimburse the Fund for its annual operating
expenses which exceed the most stringent limits prescribed by any state in which
the Fund's shares are offered for sale. 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. To the extent
the Advisor
8
<PAGE>
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.

HOW TO INVEST IN THE FUND

The minimum initial investment is $5,000. Subsequent investments must be
at least $500. Investments in retirement plans may be for minimums of $2,000 and
$200, respectively. First Fund Distributors, Inc. (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.

Investors may purchase shares of the Fund by check or wire:

By Check:

Initial Investment. Complete the Fund's Account Application (included with
this Prospectus). Make your check payable to "UAM/FPA Crescent Fund" Mail or
deliver the completed Account Application and your check to the:
UAM/FPA Crescent Fund, P.O. Box 856, Cincinnati, Ohio 45264-0856.

Subsequent Investments. Detach and complete the stub attached to your
account statement. Make your check payable to "UAM/FPA Crescent Fund." Write
your shareholder account number on the check. Mail or deliver the check and
reinvestment form to the Fund in the envelope provided or send to the address
indicated above.

By Wire:

Initial Investment. Before wiring funds, call the Transfer Agent at (800)
385-7003 between the hours of 9:00 a.m. and 4:00 p.m. Eastern time on a day when
the New York Stock Exchange is open for trading to advise the Fund that you
intend to make an initial investment by wire and to receive an account number.
Provide the Fund with your name, and the dollar amount to be invested.

Request your bank to transmit immediately available funds by wire for
purchase of shares in your name to the Fund's Custodian, as follows:

Star Bank, N.A., Cinti/Trust
ABA #0420-0001-3
Attn: UAM/FPA Crescent Fund
DDA #483897922
(Account name and number)

Subsequent Investments. For subsequent investments, you should first
notify the Fund and then instruct your bank to wire funds as indicated above. It
is essential that complete information regarding your account be included in all
wire instructions in order to facilitate prompt and accurate handling of
investments. Investors may obtain further information about remitting funds in
this manner from the Transfer Agent, and any fees that may be imposed from their
own banks.
9
<PAGE>
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 public 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 public trading on that day.
Otherwise, Fund shares will be purchased at the offering price determined as of
the close of public trading on the New York Stock Exchange on the next business
day.

The Fund does not issue share certificates. All shares are 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

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.
The Transfer Agent requires that the signature(s) on the written request be
guaranteed by a commercial bank or a member firm of a domestic stock exchange or
the National Association of Securities Dealers, Inc.

Telephone Redemption. Shareholders who complete the Telephone Privileges
Authorization 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. Neither the Fund nor the Transfer Agent will be liable for
any loss, expense, or cost arising out of any telephone redemption 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 during
periods of abnormal market activity.
10
<PAGE>
General. Payment of the 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 Securities and Exchange Commission. 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.

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 $1,500. 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
$1,500 and will be allowed 30 days to make an additional investment to bring the
value of his account to at least $1,500 before the Fund takes any action.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans. The minimum initial investment for such plans is $2,000,
with minimum subsequent investments of $200. 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.

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 directly. Upon
receipt of the check, the 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 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.

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.

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.
11
<PAGE>
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. Dividends from net investment income are
expected to be paid in June and December. Any undistributed net capital gains
realized during the Fund's fiscal year will also be distributed to shareholders
in June, with a supplemental distribution in December of any undistributed
capital gains earned during the 12-month period ended each October 31.

Any dividend or distribution paid by the Trust 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 Trust 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 or excise taxes. 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.

GENERAL INFORMATION

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
12
<PAGE>
on matters affecting only the Fund (e.g., approval of the Management Agreement);
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 maximum public offering price) 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 and after giving effect to
the maximum applicable sales charge. 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 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.

Proposed Reorganization. At the request of the Advisor, the Board of
Trustees of the Trust has approved for submission to the shareholders of the
Fund a proposal to reorganize the Fund as a new series of the UAM Funds. All
shareholders of record on July 15, 1996 will be eligible to vote on this
proposal. The shareholder meeting is scheduled to be held on September 6, 1996.
If the reorganization proposal is approved by shareholders and all other
conditions to the reorganization are satisfied, the Fund will become a separate
series of the UAM Funds on October 1, 1996. It is anticipated that the operating
expenses of the Fund will either remain the same or be reduced as a result of
the proposed reorganization. Because the reorganization will affect all
shareholders, shareholders acquiring shares after July 15, 1996 may wish to
review the proxy statement relating to the proposed organization even though
such shareholders will not be eligible to vote on the proposal. A copy of the
proxy statement can be obtained at no charge by contacting the Fund at the
address and telephone number above.
13
<PAGE>
UAM/FPA
CRESCENT
FUND

Prospectus

August 1, 1996
<PAGE>

Advisor

First Pacific Advisors, Inc.
11400 West Olympic Blvd.
Suite 1200
Los Angeles, CA 90064
(310) 996-5436

Distributor

First Fund Distributors, Inc.
4455 E. Camelback Road
Suite 261-E
Phoenix, AZ 85018

Custodian

Star Bank, N.A.
425 Walnut Street
Cincinnati, OH 45202

Transfer Agent

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

Auditors

Tait, Weller & Baker
2 Penn Center Plaza
Philadelphia, PA 19102

Legal Counsel

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

<PAGE>
[HODGES FUND LOGO]

2905 Maple Avenue
Dallas, Texas 75201
(800) 388-8512

The HODGES FUND (the "Fund") is a mutual fund with the investment
objective of seeking long-term capital appreciation. The Fund seeks to achieve
its objective by investing principally in common stocks. Hodges Capital
Management, Inc. (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 August 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 request to the Fund at the address
or telephone number given above.

TABLE OF CONTENTS

Expense Table.................................................. 2
Financial Highlights........................................... 3
Objective and Investment Approach of the Fund.................. 4
Management of the Fund......................................... 7
How To Invest in the Fund...................................... 8
How To Redeem an Investment in the Fund........................ 10
Services Available to the Fund's Shareholders.................. 12
How the Fund's Per Share Value Is Determined................... 13
Distribution and Taxes......................................... 13
General Information............................................ 14

Prospectus dated August 1, 1996
1
<PAGE>
The HODGES FUND (the "Fund") is a non-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 a
public offering price which includes a maximum sales charge of 2.50% of the
offering price, or less depending on the amount invested. The minimum initial
investment is $500, with subsequent investments of $50 or more. 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 .50% 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.

EXPENSE TABLE

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases................... 2.50%
Maximum Sales Load Imposed on Reinvested Dividends........ None
Deferred Sales Load....................................... None
Redemption Fees........................................... None
Exchange Fee.............................................. None

Annual Fund Operating Expenses
(As a percentage of average net assets)

Investment Advisory Fees.................................. 0.85%
12b-1 Fees................................................ 0.50%
Other Expenses............................................ 0.73%
-----
Total Fund Operating Expenses............................. 2.08%
=====
<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:........................................... $46 $89 $134 $260
</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 Fund's actual return may be higher or lower. See "Management of
the Fund" on page 7.
2
<PAGE>
FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period.

- -----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Oct. 9, 1992*
Ended Ended Ended through
March 31, March 31, March 31, March 31,
1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net asset value, beginning of period .............................. $ 11.55 $ 10.80 $ 11.78 $ 10.25
Income from investment operations:
Net investment (loss) income ................................ (.07) (.08) (.03) .02
Net realized and unrealized gain on investments ............. 3.42 1.09 .07 1.51
----------- ----------- ----------- -----------
Total from investment operations .................................. 3.35 1.01 .04 1.53
----------- ----------- ----------- -----------

Less distributions:
Dividends from net investment income ........................ -0- -0- (.01) -0-
Distributions from net capital gains ........................ (2.03) (.26) (1.01) -0-
----------- ----------- ----------- -----------
Total distributions ............................................... (2.03) (.26) (1.02) -0-
----------- ----------- ----------- -----------
Net asset value, end of period .................................... $ 12.87 $ 11.55 $ 10.80 $ 11.78
----------- ----------- ----------- -----------
Total return ...................................................... 32.33% 9.60% 0.22% 25.59%+

Ratios/supplemental data:
Net assets, end of period (millions) .............................. $ 13.3 $ 9.3 $ 8.5 $ 6.9
Ratio of expenses to average net assets:
Before expense reimbursement ................................ 2.08% 2.31% 2.63% 2.17%+
After expense reimbursement ................................. 2.08% 2.31% 2.07% 2.17%+
Ratio of net investment (loss) income to average net assets:
Before expense reimbursement ................................ (0.61%) (0.75%) (0.84%) 0.41%+
After expense reimbursement ................................. (0.61%) (0.75%) (0.29%) 0.41%+

Portfolio turnover rate ........................................... 124.89% 73.65% 192.03% 26.23%
</TABLE>
*Commencement of operations.

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

The investment objective of the Fund is capital appreciation. The primary
approach of the Fund is to seek investments which the Advisor believes to be
attractive investments with capital appreciation potential on an individual
issuer basis. There is, of course, no assurance that the Fund's objective will
be achieved, and the Fund's net asset value per share will fluctuate as the
market value of its investment portfolio fluctuates.

Investment Approach and Risk Considerations. The Fund emphasizes the
purchase of common stocks of both domestic and foreign companies (U.S. dollar
denominated) with rapidly growing earnings per share, other companies whose
earnings growth is slower but which appear to have a predictable track record
and are undervalued by other criteria of their fundamental net worth in the
opinion of the Advisor, as well as companies whose shares are out of favor, but
appear to have good prospects for a turnaround. The Fund also will invest in
low-priced common stocks that the Advisor believes have appreciation potential
that could be substantial. Although not an objective of the Fund, growth of
income may accompany growth of capital, and the Fund may invest in some moderate
growth stocks whose shares offer a high dividend yield.

Some of the companies in the Fund's portfolio may be unseasoned, although
others may be well-known and established. Many of the companies in the Fund's
portfolio will have a small capitalization (i.e., less than $500 million). The
volatility of its investment portfolio is likely to be greater than that of the
Standard & Poor's 500 Stock Index.

The Fund may invest in securities of unseasoned companies. The Advisor
regards a company as unseasoned when, for example, it is relatively new to or
not yet well established in its primary line of business. Such companies are
generally smaller and younger than companies whose shares are traded on the
major stock exchanges. Accordingly, their shares are often traded
over-the-counter and their share prices may be more volatile than those of
larger, exchange listed companies. Developments such as new or improved products
and methods may have a substantial impact on the earnings and revenues of these
companies, and such positive and negative developments can result in a
correspondingly positive or negative impact on the value of their shares. Such
companies also may be more dependent on key personnel and may have more limited
financing resources. For these reasons, the net asset value per share of the
Fund may fluctuate substantially, and the Fund may not be appropriate for
short-term investors.

The Fund invests principally in common stocks, and under normal market
conditions, at least 55% of the value of its total assets will be invested in
common stocks selected for their growth potential. The Fund's investments may
also include preferred stocks, warrants, convertible debt obligations and other
debt obligations that, in the Advisor's opinion, offer the possibility of
capital growth.

During those times when equity securities cannot be found that meet the
Advisor's investment criteria, 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 or other such instruments rated
in the top two grades by Moody's Investors Service or Standard & Poor's,
Corporation or, if unrated, instruments deemed to be of comparable quality by
the Fund's Advisor.

The Fund may also invest in securities of foreign companies (U.S. dollar
denominated), and special situations. Such securities often involve greater
risks than investments in more established domestic companies, primarily because
they may be more likely to experience unexpected fluctuations in price. See
below for a further discussion of the policies regarding investments in foreign
companies, and special situations. 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.
4
<PAGE>
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 maturities. A 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 15% of its total assets in illiquid securities, including repurchase
agreements maturing in more than seven days.

Illiquid and Restricted Securities. The 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 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 Securities Act Rule 144A and
which the Trustees have determined to be liquid based on the applicable trading
markets.

Foreign Securities. The Fund may invest up to 10% of its assets in U.S.
dollar denominated 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 the 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 in American
Depositary Receipts with respect to foreign companies which are listed and
traded on a domestic national securities exchange.

Short Sales. The Fund may engage in short sales of securities, provided
the securities are fully listed on a national securities exchange. 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 segregate an account consisting of liquid assets 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
5
<PAGE>
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.

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, and it
is expected that normally the dollar amount of such sales will not exceed 10% 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.

Special Situations. As a matter of operating policy, the Fund may invest
in special situations which the Advisor believes present opportunities for
capital growth. A special situation arises when, in the opinion of the Advisor,
the securities of a particular company will, within a reasonable period of time,
be accorded market recognition at an appreciated value solely by reason of a
development particularly or uniquely applicable to that company and regardless
of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among others, the
following: liquidations, reorganizations, recapitalizations, mergers or tender
offers; material litigation or resolution thereof; technological breakthroughs;
and new management or management policies. Investments by the Fund in special
situations may not exceed 30% of the Fund's total assets.

Options Transactions. The Fund may write (sell) covered call options on
individual securities and on stock indices and engage in related closing
transactions. A covered call option on a security is an agreement by the Fund in
exchange for a premium, to sell a particular portfolio security if the option is
exercised at a specified price or before a set date. An option on a stock index
gives the option holder the right to receive, upon exercising the option, a cash
settlement amount based on the difference between the exercise price and the
value of the underlying stock index. Risks associated with writing covered
options include the possible inability to effect closing transactions at
favorable prices and an appreciation limit on the securities set aside for
settlement. The Fund may also purchase call options in closing transactions.
There is no assurance of liquidity in the secondary market for purposes of
closing out covered call option positions.

The Fund may purchase put and call options on stock indices for the
purpose of hedging against the risk of unfavorable price movements adversely
affecting the value of the Fund's securities or securities the Fund intends to
buy. The Fund may also sell put and call options in closing transactions.

Portfolio Turnover. The annual rate of portfolio turnover is anticipated
to approximate 125%, although in unusual circumstances it could exceed this
amount. 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. Although the Fund
anticipates that it will be able to effect transactions at discounted brokerage
commission rates or spreads, high portfolio turnover involves correspondingly
greater brokerage commissions and
6
<PAGE>
other transaction costs, which are borne directly by the Fund, and may increase
realized capital gains which are taxable to Fund shareholders when distributed.

Non-Diversification. The Fund is a non-diversified investment company
portfolio, which means that the Fund is required to comply only with the
diversification requirements of the Internal Revenue Code of 198C (The "Code")
so that the Fund will not be subject to U.S. taxes on its net investment income.
These provisions, among others, require that at the end of each calendar
quarter, (1) not more than 25% of the value of the Fund's total assets can be
invested in the securities of a single issuer, and (2) with respect to 50% of
the value of the Fund's total assets, no more than 5% of the value of its total
assets can be invested in the securities of a single issuer and the Fund may not
own more than 10% of the outstanding voting securities of a single issuer.

Since the Fund, as a non-diversified investment company portfolio, could
invest in a smaller number of individual issuers than a diversified investment
company, the value of the Fund's investments could be more affected by any
single adverse occurrence than would the value of the investments of a
diversified investment company. However, it is the policy of the Fund to attempt
to reduce its overall exposure to risk from declines in individual securities by
spreading its investments over many different companies and a variety of
industries.

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. Hodges Capital Management,
Inc., 2905 Maple Avenue, Dallas, Texas 75201, the Fund's Advisor, has been in
the investment advisory business since 1989. Mr. Don W. Hodges manages the
Fund's investment portfolio. The Advisor is owned by First Dallas Holdings,
Inc., a corporation controlled by Mr. Hodges. Mr. Hodges has over 30 years of
experience in the securities brokerage industry and previously served as
President of a large regional brokerage firm.

The Advisor provides the fund with advice on buying and selling
securities, manages the investment 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
investment advisory fee (accrued daily) based upon the average daily net assets
of the Fund at the rate of 0.85% annually.

Investment Company Administration Corporation (the "Administrator") acts
as the Fund's Administrator. 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 the Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receives a monthly fee at the following annual rate:

Average net assets of the Fund Fee or fee rate
------------------------------ ---------------
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
7
<PAGE>
The Fund is responsible for its own operating expenses. At times the
Advisor may waive a portion of its fee, and 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. 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.

HOW TO INVEST IN THE FUND

The minimum initial investment is $500. Subsequent investments must be at
least $50. First Dallas Securities, Inc., 2905 Maple Avenue, Dallas, Texas 75201
(the "Distributor"), an affiliate of the Advisor, acts as Distributor and may,
at its discretion, waive the minimum investment requirements. Shares of the Fund
are offered continuously for purchase at the public offering price next
determined after a purchase order is received. 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 applicable Fund's net
asset value will be entered at the next calculated public offering price.

The public offering price per share is equal to the net asset value per
share, plus a sales charge, which is reduced on purchases involving amounts of
$25,000 or more, as set forth in the table below. The reduced sales charges
apply to quantity purchases made at one time by a "person," which means (i) an
individual, (ii) members of a family (i.e., an individual, spouse children under
age 21), or (iii) a trustee or fiduciary of a single trust estate or a single
fiduciary account. In addition, purchases of shares made during a thirteen month
period pursuant to a written Letter of Intent are eligible for a reduced sales
charge. Reduced sales charges are also applicable to subsequent purchases by a
"person," based on the aggregate of the amount being purchased and the value, at
offering price, of shares owned at the time of investment.
<TABLE>
<CAPTION>

Sales Charge as percent of: Portion of sales
offering net asset charge retained
Amount of Purchase price value by dealers
<S> <C> <C> <C>

Less than $25,000.............................. 2.50% 2.56% 2.00%
$25,000 but less than $200,000................. 2.00% 2.04% 1.60%
$200,000 but less than $350,000................ 1.50% 1.52% 1.20%
$350,000 but less than $500,000................ 1.00% 1.01% 0.80%
8
<PAGE>
$500,000 but less than $1,500,000.............. 0.75% 0.76% 0.60%
$1,500,000 but less than $3,000,000............ 0.60% 0.60% 0.48%
$3,000,000 or more............................. 0.30% 0.30% 0.24%
</TABLE>

Purchase Order Placed with Investment Dealers

Dealers who have a sales agreement with the Distributor may place orders
for shares of the Fund on behalf of clients at the offering price next
determined after receipt of the client's order by calling the Distributor. If
the order is placed by the client with the dealer by 4:00 p.m. Eastern time and
forwarded to the Transfer Agent any day that the New York Stock Exchange is open
for trading, it will be confirmed at the applicable offering price on that day.
The dealer is responsible for placing orders promptly with the Transfer Agent
and for forwarding payment within five business days.

Purchase Sent to the Transfer Agent

Investors may purchase shares by sending an Application Form directly to
the Transfer Agent, with payment made either by check or by wire.

By check. For initial investments, complete the Fund's Account Application
(included with this Prospectus). Make your check payable to "Hodges Fund." Mail
or deliver the completed Account Application and your check to: Hodges Fund,
P.O. Box 856, Cincinnati, OH 45264-0856. Investments sent by overnight delivery
services should be sent to: Hodges Fund, c/o Star Bank, N.A., 425 Walnut Street,
M.L. 6118, Cincinnati, OH 45202

For subsequent investments, detach and complete the stub attached to an
account statement you have received from the Transfer Agent. Make your check
payable to "Hodges Fund." Write your shareholder account number on the check.
Mail or deliver the check and reinvestment form to the Fund in the envelope
provided or send to the address indicated above.

By wire. For initial investments, before wiring funds, call the Transfer
Agent at (800) 385-7003 between the hours of 9:00 a.m. and 4:00 p.m. Eastern
time on a day when the New York Stock Exchange is open for trading to advise the
Fund that you intend to make an initial investment by wire and to receive an
account number. Provide the Fund with your name, and the dollar amount to be
invested.

Complete the Fund's Account Application (included with this Prospectus).
Be sure to include the date and the order confirmation number. Mail or deliver
the completed Application to the appropriate address shown at the top of the
Account Application. Request your bank to transmit immediately available funds
by wire for purchase of shares in your name to the Fund, as follows:

Star Bank, N.A. Cinti/Trust
ABA Routing Number: 0420-0001-3
Hodges Fund
DDA # 483897948
(Account name and number)

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 your account be included in all wire
instructions in order to facilitate prompt and accurate handling of investments.
Investors may obtain further information about remitting funds in this manner
from the Transfer Agent and should obtain from their own banks information about
any fees that may be imposed.
9
<PAGE>
Purchase at Net Asset Value

Shares of the Fund may be purchased at net asset value by officers,
Trustees, directors and full time employees of the Trust, the Advisor, the
Manager, the Distributor and affiliates of such companies, by their family
members, by persons and their family members who are direct investment advisory
clients of the Advisor, registered representatives and employees of firms which
have sales agreements with the Distributor, investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediaries on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code and "rabbi trusts" and by such other persons who are
determined to have acquired shares under circumstances not involving any sales
expense to the Fund or Distributor. Investors may be charged a fee if they
effect transactions in fund shares through a broker or agent.

Investors may purchase shares of the Fund at net asset value to the extent
that the investment represents the proceeds from the redemption, within the
previous sixty days, of shares (the purchase price of which included a sales
charge) of another mutual fund. When making a purchase at net asset value
pursuant to this provision, the investor should forward to the Transfer Agent
either (i) the redemption check representing the proceeds of the shares
redeemed, endorsed to the order of Hodges Fund, or (ii) a copy of the
confirmation from the other fund, showing the redemption transaction.

General

Federal tax regulations require 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 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 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 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 indentification 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 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.

General

Payment of the 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 Securities and Exchange Commission. 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.
11
<PAGE>
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 Gifts/Transfer 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 $1,500. 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 $1,500 and will be allowed 30 days to make an additional investment
to bring the value of his account to at least $1,500 before the Fund takes any
action.

Distribution Agreement

The Distributor is the principal underwriter of shares of the Fund and is
an affiliate of the Advisor. 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 0.50% 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. 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 Fund 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 other services to the Fund as the Company may reasonably request.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans

The Fund offers a prototype Individual Retirement Account ("IRA") plan and
information is available from the Distributor and Transfer Agent 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.
12
<PAGE>
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 check, the
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 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.

Systematic Withdrawal Program

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

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

Dividends from net investment income are declared and paid at least
annually, typically after the end of the Fund's fiscal year (March 31). Any net
realized long- term capital gains not previously distributed and any
undistributed short-term capital gains earned during the Fund's fiscal year will
also be distributed to shareholders following the conclusion of the Fund's
fiscal year, with a supplemental distribution on or about December 31 of any
additional undistributed capital gains earned during the 12-month period ended
October 31.

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 (the
"Code"). As long as the Fund continues to qualify, and as long as the Fund
distributes all of its net investment company income and net realized capital
gains in accordance with the timing requirements of the Code, the Fund will not
be subject to any federal or excise taxes. However, distributions made by the
Fund will be taxable to shareholders (other than tax-exempt entities), whether
received in shares (through dividend reinvestment ) or in cash. Distributions
derived from net investment income and short-term capital gains are taxable to
shareholders as ordinary income. A portion of such distributions may qualify for
the intercorporate dividends-received deduction. Distributions derived from
long-term capital gains are taxable as such 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.

GENERAL INFORMATION

The Trust

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
Agreement); 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.
14
<PAGE>
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 maximum
public offering price) 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 and after giving effect to the maximum applicable sales
charge. 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 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 Fund at (800) 388-8512.
15
<PAGE>
Advisor
Hodges Capital Management, Inc.
2905 Maple Avenue
Dallas, Texas 75201
(800) 388-8512
--
Distributor
First Dallas Securities, Inc.
2905 Maple Avenue
Dallas, Texas 75201
--
Custodian
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
--
Transfer Agent
American Data Services
24 West Carver Street
2nd Floor
Huntington, New York 11743
--
Auditors
Tait, Weller & Baker
2 Penn Center Plaza
Philadelphia, Pennsylvania 19102
--
Legal Counsel
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104

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[HODGES FUND LOGO]

Designed
for Investors
Who Want Growth
of Capital

Prospectus

August 1, 1996