PROFESSIONALLY MANAGED PORTFOLIOS, 497, 1996-06-10

PROFESSIONALLY MANAGED PORTFOLIOS
497, 1996-06-10

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U.S. Global Leaders Growth Fund

Supplement to Prospectus dated October 1, 1995

The disclosure under the caption Custodian and Transfer Agent; Shareholder
Inquiries in the Fund's prospectus dated October 1, 1995 is supplemented by the
following information.

Effective March 1, 1996, Star Bank, N.A., 425 Walnut Street, Cincinnati, OH
45202 will serve as Custodian of the Fund's assets.

The disclosure under the caption "Management of the Fund" in the Prospectus is
revised as follows:

Effective March 8, 1996, Investment Company Administration Corporation ("ICAC")
will act as the Fund's Administrative Manager under substantially the same terms
and conditions as in the previous management agreement with Southampton
Investment Management Company. ICAC and Southampton have the same officers,
directors and employees. Under the agreement with ICAC, a monthly fee will be
paid by the Fund to ICAC at the annual rate listed below:

Average net assets of each 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 million to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets

The disclosure under the caption "How to Invest in the Fund" and "How to Redeem
an Investment in the Fund" in the Fund's prospectus dated October 1, 1995 is
supplemented by the following information. Shareholders should review those
portions of the prospectus for a complete discussion regarding purchases and
redemptions of fund shares.

Effective June 3, 1996, American Data Services, Inc., 24 West Carver St.,
Huntington, NY 11743 will serve as the Fund's Transfer and Shareholder Service
Agent.

Shareholders should direct correspondence and inquiries as follows:

INVESTMENTS

BY MAIL: Initial and subsequent investments should be mailed to U.S. Global
Leaders Growth Fund, P.O. Box 856, Cincinnati, OH 45264-0856.

BY WIRE: It is necessary to notify the Fund prior to each wire purchase. Wires
sent without notifying the Fund will result in a delay of the effective date of
your purchase.

Shareholders should instruct their bank to wire funds as follows:

Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: U.S. Global Leaders Growth Fund
DDA # 483898029
Account name (shareholder name)
Shareholder account number
1
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BY COURIER: All investments sent by overnight or other courier services should
be sent to U.S. Global Leaders Growth Fund, c/o Star Bank, N.A., 425 Walnut
Street, Mutual Fund Custody Dept. M.L. 6118, Cincinnati, OH 45202.

REDEMPTIONS:

DIRECT REDEMPTION: Requests for redemption of fund shares should be mailed to
U.S. Global Leaders Growth Fund, 24 West Carver St., Huntington, NY 11743.

TELEPHONE REDEMPTION: If you have completed the Redemption by Telephone portion
of the Fund's account application you may redeem shares on any business day the
New York Stock Exchange is open by calling the Transfer Agent at 1-800-282-2340
before 4:00 p.m. Eastern time.

All other shareholder account questions should be directed to 1-800-282-2340.

FINANCIAL HIGHLIGHTS - For a capital share outstanding throughout the period
(Unaudited)
- --------------------------------------------------------------------------------
October 1, 1995*
through
December 31, 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of period ................... $10.00
------
Income from investment operations:
Net investment income ............................... .01
Net realized and unrealized gain on investments ..... .66
------
Total from investment operations........................ .67
------
Less distributions:
Dividends from net investment income................. (.01)
------
Net asset value, end of period ......................... $10.66
======
Total return ........................................... 29.01%+
Ratios/supplemental data:
Net assets, end of period (millions).................... $ 5.0
Ratio of expenses to average net assets:
Before expense reimbursement ........................ 3.41%+
After expense reimbursement.......................... 1.48%+
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement ........................ (1.81)%+
After expense reimbursement ......................... 0.12%+
Portfolio turnover rate ................................ 0.00%

*Commencement of operations.

+Annualized.
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LIGHTHOUSE GROWTH FUND
10000 Memorial Drive, Suite 660
Houston, TX 77024
(713) 688-6881
(800) 282-2340

The LIGHTHOUSE GROWTH FUND (the "Fund") is a mutual fund with the
investment objective of seeking growth of capital. The Fund seeks to achieve its
objective by investing primarily in equity securities (common and preferred
stocks). Lighthouse 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. A Statement of Additional Information dated
October 1, 1995, revised June 1, 1996, as may be amended from time to time, has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. This Statement of Additional Information is available
without charge upon written request to the Fund at the address given above.

TABLE OF CONTENTS

Expense Table................................................ 2
Financial Highlights......................................... 3
Objective and Investment Approach of the Fund; Risk Factors.. 4
Management of the Fund....................................... 7
Distribution Plan............................................ 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................. 12
Distributions and Taxes...................................... 12
General Information.......................................... 12

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 October 1, 1995
Revised June 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.
The Fund has adopted a plan of distribution under which the Fund will pay the
Advisor as Distribution Coordinator a fee at an annual rate of up to 0.25% of
the Fund's net assets. A long-term shareholder may pay more, directly and
indirectly, in sales charges and such fees than the maximum sales charge
permitted under the rules of the National Association of Securities Dealers.
Shares will be redeemed at net asset value per share.

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)

Advisory Fees................................................ 1.25%
12b-1 Expenses............................................... 0.25%
Other Expenses............................................... 0.50%**
----
Total Fund Operating Expenses................................ 2.00%**
====

**The Advisor has agreed to reduce its fees or make payments to assure that
the Fund's ratio of operating expenses to average net assets ("expense ratio")
will not exceed the limit imposed by the most restrictive applicable state
regulation. In addition, the Advisor is currently undertaking to limit the
Fund's expense ratio to 2.00% annually. In the absence of this agreement, it is
estimated that this ratio would be approximately 3.05% during the Fund's first
year of operation. The advisory fee is higher than that paid by most investment
companies.

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 each time period.
1 year 3 years
------ -------
$20 $63

The Example shown above should not be considered a representation of past
or future expenses and actual expenses may be greater or less than 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."
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<PAGE>
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period (Unaudited)
- ------------------------------------------------------------------------------
September 29, 1995*
through
February 29, 1996
- ------------------------------------------------------------------------------

Net Asset Value, Beginning of Period........................ $12.00
Income from Investment Operations:
Net investment loss................................... (.05)
Net realized and unrealized gain on investments....... .70
------
Total from investment operations............................ .65
------

Less Distributions:
Dividends (from net investment income)................ -0-
Distributions (from capital gains).................... (.06)
------
Total Distributions......................................... (.06)
------
Net Asset Value, End of Period.............................. $12.59
======

Total Return................................................ 5.46%

Ratios/Supplemental Data:

Net assets, end of period (millions)........................ $ 7.2

Ratio of expenses to average net assets:
Before expense reimbursement.......................... 3.41%**
After expense reimbursement........................... 2.00%**

Ratio of net investment loss to average net assets:
Before expense reimbursement.......................... (2.81)%**
After expense reimbursement........................... (1.40)%**

Portfolio turnover.......................................... 8.71%

*Commencement of operations.
**Annualized.
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<PAGE>
The LIGHTHOUSE GROWTH FUND (the "Fund") is a diversified series of
Professionally Managed Portfolios (the "Trust"), an open-end management
investment company offering redeemable shares of beneficial interest. Shares of
the Fund may be purchased at their net asset value per share. The minimum
initial investment is $2,000 with subsequent investments of $100 or more. Shares
will be redeemed at net asset value per share.

OBJECTIVE AND INVESTMENT APPROACH OF THE FUND; RISK FACTORS

The investment objective of the Fund is to seek growth of capital. The Fund
seeks to achieve its objective by investing primarily in equity securities.
Equity securities in which the Fund invests include common stocks and securities
having the characteristics of common stocks, such as convertible preferred
stocks, convertible debt securities and warrants. There is, of course, no
assurance that the Fund's objective will be achieved.

Because prices of securities held by the Fund fluctuate, the value of an
investment in the Fund will vary, as the market value of its investment
portfolio changes and when shares are redeemed, they may be worth more or less
than their original cost. The Fund is diversified, which under applicable
federal law means that as to 75% of its total assets, no more than 5% may be
invested in the securities of a single issuer and that no more than 10% of its
total assets may be invested in the voting securities of such issuer.

Investment Approach. The Advisor uses a contrarian strategy to seek what it
believes to be the best investments. Since stocks do not become bargains when
they are popular, the Advisor tends to look for sound, undervalued companies in
out-of-favor industries. The Advisor seeks companies that are technologically
aggressive, fiscally conservative and globally competitive. Companies seeking
government protection from what they believe to be "unfair competition" are
avoided.

The Advisor uses a long-term approach to valuation. It is the Advisor's
view that most investors are infatuated with short-term earnings. As a result,
companies with margins that are temporarily low are often discarded. The Advisor
seeks companies that are not afraid to forego short-term profits in order to
invest in research, marketing and service--all areas which should lead to higher
earnings in the future. Conversely, the Advisor avoids companies that neglect
these areas because it appears likely that long-term profitability of such
companies will suffer.

Although equity securities are the primary focus for the Fund, the Advisor
may also purchase fixed income securities where it believes that such securities
offer the potential for capital growth. The Fund is permitted to hold up to 25%
of its net assets in fixed-income securities, but it is not expected that under
normal circumstances more than 10% of the Fund's portfolio would be invested in
such securities. Fixed-income securities eligible for purchase by the Fund
include those rated investment grade, i.e., rated BBB or better by Standard &
Poor's Corporation ("S&P"), Duff & Phelps Credit Rating Co. ("Duff"), or Fitch
Investors Service, Inc. ("Fitch"), or Baa or better by Moody's Investors Service
("Moody's"). Securities rated BBB by S&P, Duff, and Fitch or Baa by Moody's are
investment grade, but Moody's 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.

Within the overall limit on investment in fixed-income securities, the Fund
also may invest in corporate debt securities that are rated below investment
grade or which are unrated. Such securities typically carry higher coupon rates
than investment grade securities but also are described as speculative by both
Moody's and S&P and may be 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 or unrated fixed income
securities also are likely to be more sensitive to adverse economic or company
developments. The Advisor seeks to reduce the risks associated with investing in
such securities by limiting the
4
<PAGE>
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.

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

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

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

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

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

Smaller Companies. Some of the companies held by the Fund may be smaller
and younger than companies whose shares trade 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 such developments could have a
positive or negative impact on their shares. Some of these companies may be
thinly traded. From time to time, the Fund and other client accounts of the
Advisor, on a collective basis, may hold a significant amount of such companies'
outstanding shares or trading volume. During such times, the Fund's ability to
dispose of such securities without affecting market price could be limited. The
Fund will monitor the level of investment in such securities to determine
whether they may be considered illiquid and subject to the Fund's limitation
that no more than 10% of its total assets may in invested in restricted or
illiquid securities.

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
5
<PAGE>
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.

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 approximately 25%. 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.

Other Permitted Investments and Risks. The Fund is authorized to invest in
foreign securities, engage in options transactions on equity securities and
indexes, to borrow money and to lend portfolio securities. However, the Fund may
not engage in any of such activities to an extent greater than 5% of its net
assets. For more information on such securities and practices and the risks
associated with them, see the Fund's Statement of Additional Information.

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.

Advisor Investment Returns

Set forth in the table below are certain performance data provided by the
Advisor relating to its individually managed Equity accounts. These accounts had
substantially the same investment objective as the Fund and were managed using
substantially similar investment strategies and techniques as those contemplated
for use by the Fund. See "Objective and Investment Approach of the Fund" above .
The Portfolio Manager for these accounts is the same individual who will manage
the Fund. The results presented are not intended to predict or suggest the
return to be experienced by the Fund or the return an investor might achieve by
investing in the Fund. Results may differ because of, among other things,
differences in brokerage commissions paid, account expenses, including
investment advisory fees, (which expenses and fees may be higher for the Fund
than for the accounts), the size of positions taken in relation to account size,
diversification of securities, timing of purchases and sales, timing of cash
additions and withdrawals, the private character of the composite accounts
compared with the public character of the Fund, and the tax-exempt status of
some of the accounts compared with the Fund and its shareholders. Investors
should be aware that the use of different methods of determining
6
<PAGE>
performance could result in different performance results. Investors should not
rely on the following performance data as an indication of future performance of
the Advisor or the Fund.
Average Annual Total Returns (%)
(for periods ended December 31, 1995)

Lighthouse Capital Standard & Poor's
Equity Accounts 500 Index
--------------- ---------
One year +43.65% +37.53%

Three years +22.95% +15.32%

Five years +31.21% +16.56%

1. Results account for both income and capital appreciation or depreciation
(Total Return). Returns are time-weighted and calculated in compliance with the
Association for Investment Management and Research ("AIMR") performance
presentation standards, reduced for investment advisory fees.

2. Investors should note that the Fund will compute and disclose its
average annual compounded rate of return using the standard formula set forth in
SEC rules, which differs in certain respects from returns calculated under the
AIMR standards noted above. Unlike the AIMR performance presentation standards
that link quarterly rates of return, the SEC total return calculation method
calls for computation and disclosure of an average annual compounded rate of
return for one, five and ten year periods or shorter periods from inception. The
calculation provides a rate of return that equates a hypothetical initial
investment of $1,000 to an ending redeemable value. While the returns shown for
the Advisor are net of advisory fees, the SEC calculation formula requires that
returns be shown for the Portfolios net of advisory fees as well as any maximum
applicable sales charges and all other Portfolio operating expenses. See
"Performance Information" at page 12.

4. The Lighthouse Capital Equity Account Composite shown includes all
accounts managed by the Advisor that meet the criteria for inclusion in the
composite for each period presented.

5. The Standard & Poor's 500 Index is an unmanaged index composed of 500
industrial, utility, transportation and financial companies of the U.S. markets.
The index represents about 75% of New York Stock Exchange ("NYSE") market
capitalization and 30% of NYSE issues. It is a capitalization-weighted index
calculated on a total return basis with dividends reinvested.

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. The Advisor is located at
10000 Memorial Drive, Suite 660, Houston, TX 77024. The Advisor was founded in
1988 and is controlled by Mr. Paul G. Horton, President and Managing Director
and Mr. Kevin P. Duffy, Research Director and Portfolio Manager. While the
Advisor has not previously advised a registered investment company, it provides
investment advisory services to individual and institutional investors with
assets of approximately $200 million. Mr. Duffy is responsible for management of
the Fund's portfolio.

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 1.25% annually. This fee is higher than that paid by most
7
<PAGE>
investment companies.

Investment Company Administration Corporation (the "Administrative
Manager") acts as the Fund's Administrative Manager under a Management
Agreement. Under that agreement, the Administrative Manager 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 Administrative Manager 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

The Fund is responsible for its own operating expenses. The Advisor has
agreed to limit the Fund's operating expenses to assure that the Fund's ratio of
operating expenses to average net assets ("expense ratio") will not exceed the
limit imposed by the most restrictive applicable state regulation, currently
2.50% 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. The Advisor is currently undertaking to limit the Fund's
expense ratio to 2.00% annually. Any reductions made by the Advisor in its fees
or payments or reimbursements of expenses which are the Fund's obligation may be
subject to reimbursement by the Fund.

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

DISTRIBUTION PLAN

The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the
Investment Company Act. The Plan provides that the Fund may pay for 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
8
<PAGE>
the objectives of the Plan and in the current best interests of shareholders.

The Advisor, out of its own funds, also may compensate broker-dealers who
have signed dealer agreements for the distribution of the Fund's shares as well
as other service providers who provide shareholder and administrative services.

HOW TO INVEST IN THE FUND

The minimum initial investment is $2,000. Subsequent investments must be at
least $100. 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. 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 objective and it is otherwise
acceptable to the Fund's Advisor.

Shares of the Fund are offered continuously for purchase at their net asset
value per share next determined after a purchase order is received. The public
offering price is effective for orders received by the Fund prior to the time of
the next determination of the Fund's net asset value. Orders received after the
time of the next determination of the Fund's net asset value will be entered at
the next calculated public offering price. Investors may be charged a fee it
they effect a transaction in fund shares through a broker or agent. Such brokers
or agents may also impose different minimum transaction amounts.

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

By Check: For initial investments, an investor should complete the Fund's
Account Application (included with this Prospectus). The completed application,
together with a check payable to "Lighthouse Growth Fund," should be mailed to
the Fund's Transfer Agent: Lighthouse Growth Fund, P.O. Box 856, Cincinnati, OH
45264-0856. A purchase order sent by overnight mail should be sent to Lighthouse
Growth Fund, 425 Walnut Street, M.L. 6118, Cincinnati, OH 45202.

For subsequent investments, a stub is attached to the account statement
sent to shareholders after each transaction. The stub should be detached from
the statement and, together with a check payable to "Lighthouse Growth 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) 282-2340 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: Star Bank, N.A. Cinti/Trust, ABA #0420-001-3, Attn: Lighthouse
Growth Fund, DDA #483897971, for credit to Lighthouse Growth 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 subsequent investments, an investor should call the Transfer Agent at
(800) 282-2340 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 funds as indicated above. It is essential
that complete information regarding the investor's account be included in all
wire instructions in order to facilitate prompt and accurate handling of
investments. Investors may obtain further information from the Transfer Agent
about remitting funds in this manner and from their own banks about any fees
that may be imposed.

Payment of proceeds from redemption of shares purchased with an initial
investment made by wire may be
9
<PAGE>
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.

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 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

Shareholders have the right to redeem all or any portion of their
outstanding shares at the 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.

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) 282-2340 between the hours of 9:00 a.m. and 4:00 p.m. Eastern time.
Redemption proceeds will be mailed to the address of record 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 send the proceeds to the address of record on the account or 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 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.
10
<PAGE>
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.

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 $2,000. If the Fund determines to make such an involuntary redemption, the
shareholder will first be notified that the value of his account is less than
$2,000 and will be allowed 30 days to make an additional investment to bring the
value of the account to at least $2,000 before the Fund takes any action.

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.

Automatic Investment 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 himself.
Upon receipt of the withdrawn funds, the Fund automatically invests the money in
additional shares of the Fund at the current offering price. Purchases are made
at Net Asset Value at the close of regular trading on the New York Stock
Exchange (the "Exchange") (currently 4:00 P.M. Eastern time) on or about the
20th day of the month. 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.

Automatic Withdrawals. As another convenience, the Fund offers an Automatic
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 an Automatic Withdrawal Program, and the minimum amount that may
be withdrawn each month or quarter under the Automatic Withdrawal Program is
$100. Redemptions are made at net asset value as of the close of regular trading
on the Exchange on the 25th day of each month (or the next business day). This
Program may be terminated or modified by a shareholder or the Fund at any time
without charge or penalty.

A withdrawal under the Automatic 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.
11
<PAGE>
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 Exchange (currently 4:00 p.m. Eastern time) on
each day the 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 investment income are
declared and paid at least annually, typically at the end of the Fund's fiscal
year (August 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 for the calendar year as well as any additional
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 distributions 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, 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. The Distributions
made by the Fund will be taxable to shareholders whether received in shares
(through dividend reinvestment) or in cash. Distributions derived from net
investment income, including net short-term capital gains, are taxable to
shareholders as ordinary income. A portion of these distributions may qualify
for the intercorporate dividends-received deduction. Distributions designated as
capital gains dividends are taxable as long-term capital gains regardless of the
length of time shares of the Fund have been held. Although distributions are
generally taxable when received, certain distributions made in January are
taxable as if received the prior December. Shareholders will be informed
annually of the amount and nature of the Fund's distributions. Additional
information about taxes is set forth in the Statement of Additional Information.
Shareholders should consult their own advisers concerning federal, state and
local tax consequences of investments in the Fund.

GENERAL INFORMATION

The Trust. The Trust was organized as a Massachusetts business trust on
February 17, 1987. The Agreement and Declaration of Trust permits the Board of
Trustees to issue an unlimited number of full and fractional shares of
beneficial interest, without par value, which may be issued in any number of
series. The Board of Trustees may from time to time issue other series, the
assets and liabilities of which will be separate and distinct from any other
series.
12
<PAGE>
Shareholder Rights. Shares issued by the Fund have no preemptive,
conversion, or subscription rights. Shareholders have equal and exclusive rights
as to dividends and distributions as declared by the Fund and to the net assets
of the Fund upon liquidation or dissolution. The Fund, as a separate series of
the Trust, votes separately on matters affecting only the Fund (e.g., approval
of the Management and Advisory Agreements); all series of the Trust vote as a
single class on matters affecting all series jointly or the Trust as a whole
(e.g., election or removal of Trustees). Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Trust is
not required and does not intend to hold annual meetings of shareholders, such
meetings may be called by the Trustees in their discretion, or upon demand by
the holders of 10% or more of the outstanding shares of the Trust for the
purpose of electing or removing Trustees.

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

Custodian and Transfer Agent; Shareholder Inquiries. Star Bank, 425 Walnut
St., Cincinnati, OH 45202, serves as custodian of the Fund's assets. American
Data Services, 24 West Carver Street, 2nd Floor, Huntington, NY 11743 is the
Fund's Transfer Agent. Shareholder inquiries should be directed to the Transfer
Agent at (800) 282-2340.
13
<PAGE>
Advisor
LIGHTHOUSE CAPITAL MANAGEMENT, INC.
10000 Memorial Drive, Suite 660
Houston, Texas 77024
(713) 688-6881
Account Inquiries (800) 282-2340

Distributor
FIRST FUND DISTRIBUTORS, INC.
4455 East 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, NY 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]

LIGHTHOUSE GROWTH FUND
- --------------------------------------------------------------------------------

PROSPECTUS

- --------------------------------------------------------------------------------
October 1, 1995
Revised April 1, 1996
<PAGE>
New Account Application

Mail to: Lighthouse Growth Fund
[LOGO] P.O. Box 856
Cincinnati, Ohio 45264-0856
LIGHTHOUSE GROWTH FUND

<TABLE>
Use this form only for individual, custodial, trust, profit-sharing, pension or other plan accounts. Do NOT use this form for IRAs
(unless the IRA is a self-directed IRA with another trustee or custodian). A special form is available for IRAs; please call (800)
282-2340 for information or assistance.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
ACCOUNT
REGISTRATION

(For Individual
or ___________________________________________________________________________________________________________
Joint Owners) First Name Middle Name or Initial Last Name Social Security Number

___________________________________________________________________________________________________________
Joint Owner Social Security Number

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

___________________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
(For Uniform
[ ] Transfers
[ ] Gifts
to Minors Act ___________________________________________________________________________________________________________
Accounts) Custodian's Name (only one allowed)

___________________________________________________________________________________________________________
Minor's Name (only one allowed) Minor's Social Security No.

___________________________________________________________________________________________________________
State of Residence
- -----------------------------------------------------------------------------------------------------------------------------------
(For Corporate
Trust or Other ___________________________________________________________________________________________________________
Fiduciary Name of Corporation, Trust, etc.
Accounts)
___________________________________________________________________________________________________________
Name and Date of Trust (continued)

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

___________________________________________________________________________________________________________
Apartment, Floor or Room Number Telephone No. (include area code)

___________________________________________________________________________________________________________
City State Zip Code
- -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT AMOUNT [ ] By wire (Please call (800) 282-2340 for instructions)

$__________________ [ ] By check, attached and made payable to "Lighthouse Growth Fund"
($2,000 minimum)
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS All dividends and distributions will be automatically reinvested in additional shares at net asset value
unless otherwise indicated by checking the box(es) below.

[ ] Dividends In Cash [ ] Capital Gains In Cash

If you have chosen to receive your distribution(s) in cash, you have the option of receipt either by direct
deposit into your bank account, as identified below, or by check. Please check one box below.

[ ] Direct Deposit [ ] Check

Please attach a voided bank check here if you choose direct deposit.

___________________________________________________________________________________________________________
Name of Bank Address of Bank

___________________________________________________________________________________________________________
Bank's ABA Number Account Number

IMPORTANT: This form is continued on the reverse side
</TABLE>
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
REDEMPTIONS [ ] I would like to be able to place a redemption order by telephone and have the proceeds mailed to
BY TELEPHONE address of record or wired directly to the bank account listed below. I understand that these procedures
are offered as a convenience to me, and I agree that if the identification procedures set forth in the
prospectus are followed, neither the Funds nor the Transfer Agent will be liable for any loss, expense or
cost arising from one of these transactions.

___________________________________________________________________________________________________________
Name of Bank Address of Bank

___________________________________________________________________________________________________________
Bank's ABA Number Account Number Name(s) on Account
- -----------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC INVESTING

[ ] I would like to have Star Bank draw an automatic clearing house (ACH) debit electronically against my checking account each
month. Shares of the Fund are purchased on the same day that the Transfer Agent draws the debit, and a confirmation is sent to you.

Mark one of your personal checks "VOID" and attach the voided check to this application. As soon as your bank accepts your
authorization, debits will be generated and purchases of Fund shares will begin. Please note that your bank must be able to accept
ACH transactions and/or be a member of an ACH Association. The Fund cannot guarantee acceptance by your bank. Please allow one month
for processing of this automatic option before the first debit occurs.

Please begin Automatic Investing for me and invest $__________ ($100 minimum) in shares of the Fund on the 20th
of each month.

____________________________________________________________________________________________________________________________________
Name of my bank

____________________________________________________________________________________________________________________________________
Address of my bank

I understand that my ACH debit will be dated on or about the 20th of the month specified. I agree that if such debit is not honored
upon presentation, Star Bank may discontinue this service without prior notice, and any purchase of Fund shares may be reversed.
Star Bank is under no obligation to notify the undersigned as to the nonpayment of any check. I further understand that the net
asset value of shares of the Fund at the time of such reversal may be less than the net asset value on the day of the original
purchase. Star Bank is authorized to redeem sufficient additional full and fractional shares from my account to make up the
deficiency. Automatic Investing may be discontinued by Star Bank by written notice to the shareholder at least thirty (30) days
prior to any payment date or by the investor by written notice to Star Bank provided the notice is received not later than 10
business days prior to the specified investment date.

____________________________________________________________________________________________________________________________________
Signature of Depositor Signature of Co-Depositor (required for joint accounts)

- -----------------------------------------------------------------------------------------------------------------------------------
SIGNATURES:

I have received and read the Prospectus for the Lighthouse Growth Fund and agree to the terms; I am of legal age. I understand that
the shares offered by this Prospectus are not deposits of, or guaranteed by, Star Bank, nor are the shares insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency. I further understand that investment in these shares
involves investment risks, including possible loss of principal. If a corporate customer, I certify that appropriate corporate
resolutions authorizing investment in the Lighthouse Growth Fund have been duly adopted.

I certify under penalties of perjury that the Social Security number or taxpayer identification number shown above is correct.
Unless the box below is checked, I certify under penalties of perjury that I am not subject to backup withholding because the
Internal Revenue Service (a) has not notified me that I am as a result of failure to report all interest or dividends, or (b) has
notified me that I am no longer subject to backup withholding. The certification in this paragraph are required from all nonexempt
persons to prevent backup withholding of 31% of all taxable distributions and gross redemption proceeds under the federal income tax
law.

[ ] Check here if you are subject to backup withholding.

____________________________________________________________________________________________________________________________________
Signature of Owner, Trustee or Custodian Signature of Joint Owner Date
- -----------------------------------------------------------------------------------------------------------------------------------
DEALER INFORMATION

____________________________________________________________________________________________________________________________________
Name of Dealer Name of Representative Rep ID No.

____________________________________________________________________________________________________________________________________
Address of Representative's Branch Branch ID No.
</TABLE>
<PAGE>
TRENT EQUITY FUND
3101 N. Elm Street, Suite 150
Greensboro, North Carolina 27408
(910) 282-9302

The investment objective of the Trent Equity Fund (the "Fund") is to seek
capital appreciation, both realized and unrealized, through investments in
equities, consisting of common and preferred stocks and securities convertible
into common stocks. Current income will be of secondary importance. While there
is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by following the investment policies described in this
Prospectus. Trent Capital Management, Inc. (the "Advisor") serves as investment
advisor to the Fund.

This Prospectus sets forth the basic information you should know before
investing in the Fund. You should read it and keep it for future reference. The
Fund is a series of Professionally Managed Portfolios. A Statement of Additional
Information dated January 1, 1996, revised June 1, 1996 containing additional
information about the Fund has been filed with the Securities and Exchange
Commission and is incorporated by reference in this Prospectus in its entirety.
A copy of the Statement of Additional Information is available without charge
upon request to the Fund at the address or telephone number given above.

TRENT
EQUITY
FUND

TABLE OF CONTENTS

Expense Table..................................................... 2
Financial Highlights.............................................. 3
Investment Objectives and Approach................................ 4
Risk Factors...................................................... 5
Management of the Fund............................................ 6
How to Invest in the Fund......................................... 6
How to Redeem an Investment in the Fund........................... 7
Services Available to the Fund's Shareholders..................... 9
How the Fund's Per Share Value is Determined...................... 9
Dividends, Distributions and Taxes................................ 9
General Information............................................... 10

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 January 1, 1996
Revised June 1, 1996
<PAGE>
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 Fee................................................... None

Annual Fund Operating Expenses
(As a % of average net assets)
Investment Advisory Fee Rate..................................... 1.15%
Administration Fee............................................... 0.25%*
Other Expenses (after reimbursement)............................. 0.60%
----
Total Fund Operating Expense (After Expense Reimbursement) ...... 2.00%**
====

*The current Administration Fee is the greater of 0.25% of average net assets
annually or $15,000.

**The Advisor is currently limiting the Fund's annual operating expenses to
2.00% of average net assets. Without the Advisor's voluntary limitation, total
fund operating expenses would have been 3.65% of average daily net assets for
the fiscal year ended August 31, 1995.

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 each time
period:

1 year 3 years 5 years 10 years
------ ------- ------- --------
$20 $63 $108 $233

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 6.
2
<PAGE>
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the fiscal year

The financial information as of and for the period ended September 2, 1992
through August 31, 1993 has been examined by Tait, Weller, & Baker, independent
public accountants. The financial information as of and for the years ended
August 31, 1994 and August 31, 1995 has been examined by Coopers & Lybrand
L.L.P., independent public accountants, whose report is incorporated by
reference in the statement of additional information. This information should be
read in conjunction with the Fund's latest audited annual financial statements
and notes thereto, which are also incorporated by reference in the Statement of
Additional Information, a copy of which may be obtained at no charge by calling
the Fund.
<TABLE>
<CAPTION>
September 2,
1992*
Year Ended Year Ended through
August 31, August 31, August 31,
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net asset value, beginning of period...................... $11.50 $11.66 $10.00
Income from investment operations:
Net investment loss................................. -0- (0.07) (0.08)
Net realized and unrealized gain on investments..... .67 0.15 1.76
------ ------ ------
Total from investment operations.................... .67 0.08 1.68
------ ------ ------
Less distributions:
Dividends (from net investment income).............. -0- -0- (0.01)
Distributions (from capital gains).................. (1.93) (0.24) (0.01)
------ ------ ------
Total distributions................................. (1.93) (0.24) (0.02)
------ ------ ------
Net asset value, end of period............................ $10.24 $11.50 $11.66
====== ====== ======

Total return.............................................. 9.38% 0.64% 16.91%*

Ratios/supplemental data:
Net assets, end of period (millions)...................... $ 3.8 $ 3.9 $ 4.7
Ratio of expenses to average net assets:
Before expense reimbursement........................ 3.65% 3.16% 3.33%*+
After expense reimbursements........................ 1.85% 1.85% 2.54%*+
Ratio of net income to average net assets:
Before expense reimbursement........................ (2.00)% (1.68)% (1.84)%*+
After expense reimbursements........................ (0.15)% (0.36)% (1.05)%*+

Portfolio turnover rate................................... 46.52% 149.25% 315.38%
</TABLE>
* Effective date of the Fund's initial registration under the Securities Act of
1933, as amended.
*Annualized.
+Excludes taxes and tax reimbursements of 2.84% of average net assets on an
annualized basis.

Further information about the performance of the Fund is contained in the Annual
Report of the fund, a copy of which may be obtained at no charge by calling the
Fund.
3
<PAGE>
INVESTMENT OBJECTIVES AND APPROACH

The Fund's investment objective is to seek capital appreciation, both realized
and unrealized. The Fund will seek to attain its objective by investing in
equities and under normal conditions expects to be fully invested. The Fund does
not expect to use market timing techniques or make frequent changes in asset
allocation. In most instances, particularly when the Advisor believes that long
term capital appreciation can be achieved without excessive levels of market
risk, the Fund will be fully invested in equities. In addition to common stocks,
the Fund may hold preferred stock and instruments convertible into common stock.
The Fund's objective may not be altered without the prior approval of a majority
of the Fund's shareholders.

The process of selecting common stocks for the Fund primarily involves analysis
of the fundamentals of individual stocks. Factors considered by the Fund in
selecting stocks include price, earnings expectations, earnings and price
histories, cash flow, balance sheets and management. Macroeconomic
considerations are of secondary importance.

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 no more than 10% of the voting securities of such issuer. The Advisor
does, however, expect to limit the holdings in the Fund portfolio to less than
35 holdings under normal circumstances, in the belief that having a small number
of positions leads to the potential for superior capital appreciation.

Under normal market conditions, a portion of the Fund's assets will be held in
money market instruments for funds awaiting investment, to allow for shareholder
redemptions, and to provide for Fund operating expenses. As a temporary
defensive measure, when the Advisor determines that market conditions warrant,
the Fund may invest up to 100% of the Fund's assets in money market instruments.
To the extent the Fund invests its assets in money market instruments it is not
pursuing its stated investment objective.

While portfolio securities are generally acquired for the long term, they may be
sold under some of the following circumstances when the Advisor believes that:
(a) the anticipated price appreciation has been achieved or is no longer
probable; (b) alternate investments offer superior total return prospects; or
(c) the risk of decline in market value is increased.

Equity Selection. The Fund's portfolio will be comprised principally of common
stocks traded on the New York Stock Exchange, American Stock Exchange or on the
over-the-counter market. The Investment Advisor will avoid concentration of the
Fund's portfolio in any one industry or group of industries. The level of
dividends paid by the portfolio companies will be of secondary importance, since
current income is not a primary objective. As a majority of the Fund's portfolio
will be comprised of common stocks traded on the New York Stock Exchange and
American Stock Exchange, the market capitalization of securities selected for
inclusion in the Fund portfolio will typically be medium to large
capitalization.

Money Market Instruments. Money market instruments may be purchased for
temporary defensive purposes, to accumulate cash for anticipated purchases of
portfolio securities and to provide for shareholder redemptions and operational
expenses of the Fund. Money market instruments mature in thirteen months or less
from the date of purchase and may include the U.S. Government Securities and
corporate debt securities described below (including those subject to repurchase
agreements), bankers acceptances and certificates of deposit of domestic
branches of U.S. banks and commercial paper (including variable amount demand
master notes) rated in the highest rating category by S&P or Moody's or, if not
rated, issued by a corporation having an outstanding unsecured debt issue rated
AA or better by Moody's or S&P or, if not so rated, of equivalent quality in the
4
<PAGE>
Advisor's opinion. The Advisor may, when it believes that unusually volatile or
unstable economic and market conditions exist, depart from the Fund's investment
approach and assume temporarily a defensive portfolio posture, increasing the
Fund's percentage investment in fixed income securities and cash equivalents,
even to the extent that 100% of Fund assets may be so invested. "U.S. Government
Securities" include direct obligations of the U.S. Treasury, securities issued
or guaranteed by agencies or instrumentalities of the U.S. Government, or any of
the foregoing subject to repurchase agreements. (See "Repurchase Agreements").

Repurchase Agreements. The Fund may engage in repurchase agreements. A
repurchase agreement transaction occurs when the Fund acquires a security and
simultaneously resells it to the vendor (normally a member bank of the Federal
Reserve or a registered Government Securities dealer) for delivery on an agreed
upon future date. The repurchase price exceeds the purchase price by an amount
which reflects an agreed upon market interest rate earned by the Fund effective
for the period of time during which the repurchase agreement is in effect.
Delivery pursuant to the resale typically will occur within one to five days of
the purchase. The Fund will not enter into a repurchase agreement which will
cause more than 10% of its assets to be invested in repurchase agreements which
extend beyond seven days.

Foreign Securities. The Fund may invest up to 10% of its assets in U.S. dollar
denominated securities of foreign issuers, including American Depositary
Receipts with respect to securities of foreign issuers. ADRs are depository
receipts for foreign securities denominated in U.S. dollars and traded on U.S.
securities markets.

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.

RISK FACTORS

The major portion of the Fund's portfolio normally consists of common stocks,
which are subject to market risks that cause their prices to fluctuate over
time. Thus, the Fund's net asset value will be expected to fluctuate and Fund
shares when redeemed may be worth more or less than their original cost.

Borrowing. The Fund may borrow, temporarily, up to 10% of its total assets for
extraordinary purposes or to meet redemption requests which might otherwise
require untimely disposition of portfolio holdings. To the extent the Fund
borrows for these purposes, the effects of market price fluctuations on
portfolio net asset value will be exaggerated. If, while such borrowing is in
effect, the value of the Fund's assets declines, the Fund could be forced to
liquidate portfolio securities when it is disadvantageous to do so. The Fund
would incur interest and other transaction costs in connection with borrowing.
Any such borrowing will be repaid prior to making any additional investments.
The Fund will borrow only from a bank. The Fund will not make any further
investments if the borrowing exceeds 5% or more of its assets until such time as
repayment has been made to bring the total borrowing below 5% of its assets.

Portfolio Turnover. By utilizing the approach to investing described herein,
portfolio turnover will generally not exceed 100% per year. The degree of
portfolio activity affects the brokerage costs of the Fund, and may have an
effect on the tax consequences of capital gain distributions.

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.
5
<PAGE>
MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund.

The Advisor 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. The Advisor was organized as a corporation in 1987 and is registered
as an investment advisor under the Investment Advisers Act of 1940. Mr. Robert
V. May, Mr. David C. Millikan and Mr. James Folds are control persons of the
Advisor. Mr. May is responsible for day to day management of the Fund's
portfolio.

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 1.15%
annually.

Investment Company Administration Corporation (the "Administrator") acts as the
Fund's Administrator. 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 an annual fee equal to
the greater of 0.25 of 1% of the Fund's average daily net assets or $15,000.

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. The Advisor is currently limiting the
Fund's annual operating expense to 2.00% of average net assets. 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.

The Advisor may in its discretion and out of its own funds compensate third
parties, such as financial planners, advisors, brokers and financial
institutions, for sales and marketing assistance with respect to the Fund.

HOW TO INVEST IN THE FUND

The minimum initial investment is $1,000. Subsequent investments must be at
least $500, except that the minimum subsequent investment made through the
Automatic Investment Plan is $250. 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: 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 "Trent Equity Fund,"
6
<PAGE>
should be mailed to the Fund's Transfer Agent: Trent Equity Fund, P.O. Box 856,
Cincinnati, OH 45264-0856. A purchase order sent by overnight mail should be
sent to Trent Equity Fund, 24 West Carver Street, 2nd Floor, Huntington, NY
11743.

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 "Trent Equity 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) 282-2340 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: Star Bank, N.A. Cinti/Trust, ABA #0420-0001-3, Attn: Trent Equity
Fund, DDA #483898011, for credit to Trent Equity 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 subsequent investments, an investor should call the Transfer Agent at (800)
282-2340 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 funds as indicated above. It is essential that
complete information regarding the investor's account be included in all wire
instructions in order to facilitate prompt and accurate handling of investments.
Investors may obtain further information from the Transfer Agent about remitting
funds in this manner and from their own banks about any fees that may be
imposed.

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
7
<PAGE>
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.

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 send the proceeds to the address of record on the account or 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 identification procedures are not followed, the Fund or
its agents could be liable for any loss, liability or cost which results from
acting upon instructions of a person believed to be a shareholder with respect
to the telephone redemption privilege. The Fund may change, modify, or terminate
these privileges at any time upon at least 60 days' notice to shareholders.

Shareholders may request telephone redemption 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.

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,
8
<PAGE>
due to redemptions by the shareholder, the total value of a shareholder's
account does not equal at least $1,000. If the Fund determines to make such an
involuntary redemption, the shareholder will first be notified that the value of
his account is less than $1,000 and will be allowed 30 days to make an
additional investment to bring the value of his account to at least $1,000
before the Fund takes any action.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Automatic Investment 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, unless waived), 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. 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. 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 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.

DIVIDENDS, 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
(August 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.

Dividends and capital gain distributions (net of any required tax withholding)
are automatically reinvested
9
<PAGE>
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 (the "Code").
As long as the Fund continues to qualify, and as long as the Fund distributes
all of its income each year to the shareholders, the Fund will not be subject to
any federal income tax or excise taxes based on net income. The distributions
made by the Fund will be taxable to shareholders whether received in shares
(through dividend reinvestment) or in cash. Distributions derived from net
investment income, including net short-term capital gains, are taxable to
shareholders as ordinary income. A portion of these distributions may qualify
for the intercorporate dividends-received deduction. Distributions designated as
capital gains dividends are taxable as long-term capital gains regardless of the
length of time shares of the Fund have been held. Although distributions are
generally taxable when received, certain distributions made in January are
taxable as if received the prior December. Shareholders will be informed
annually of the amount and nature of the Fund's distributions.

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

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 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
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
10
<PAGE>
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. 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>
Advisor
Trent Capital Management, Inc.
3101 N. Elm Street, Suite 150
Greensboro, North Carolina 27408
(910) 282-9302
Account Inquiries
(800) 282-2340
--
Distributor
First Fund Distributors, Inc.
4455 E. Camelback Road, Suite 261E
Phoenix, Arizona 85018
--
Custodian
Star Bank
425 Walnut Street
Cincinnati, Ohio 45202
--
Transfer Agent
American Data Services
24 West Carver Street, 2nd Floor
Huntington, NY 11743
--
Auditors
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylbania 19102
--
Legal Counsel
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104

TRENT EQUITY FUND

PROSPECTUS

January 1, 1996
Revised June 1, 1996

12
<PAGE>
TRENT New Account Application
EQUITY
FUND Mail to: Trent Equity Fund
P.O. Box 856
Cincinnati, Ohio 45264-0856

Use this form only for individual, custodial, trust, profit-sharing, pension or
other plan accounts. Do NOT use this form for IRAs (unless the IRA is a
self-directed IRA with another trustee or custodian). A special form is
available for IRAs; please call (800) 282-2340 for information or assistance.
- --------------------------------------------------------------------------------
ACCOUNT REGISTRATION

(FOR INDIVIDUAL or JOINT OWNERS)

- --------------------------------------------------------------------------------
First Name Middle Name or Initial Last Name Social Security Number

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

Registration will be "Joint Tenants with Right of Survivorship" unless otherwise
specified:
- --------------------------------------------------------------------------------
================================================================================
(For Uniform [ ] Transfers [ ] Gifts to Minors Act Accounts)

- --------------------------------------------------------------------------------
Custodian's Name (only one allowed)

- --------------------------------------------------------------------------------
Minor's Name (only one allowed) Minor's Social Security No.

- --------------------------------------------------------------------------------
State of Residence
================================================================================
(For Corporate Trust or Other Fiduciary Accounts)

- --------------------------------------------------------------------------------
Name of Corporation, Trust, etc.

- --------------------------------------------------------------------------------
Name and Date of Trust (continued)

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

- --------------------------------------------------------------------------------
Number and Street

- --------------------------------------------------------------------------------
Apartment, Floor or Room Number Telephone No. (include area code)

- --------------------------------------------------------------------------------
City State Zip Code
================================================================================
INVESTMENT AMOUNT $_________________

[ ] By wire (Please call (800) 282-2340 for instructions)
[ ] By check, payable to "Trent Equity Fund"
[ ] Existing account
[ ] Order previously placed with investment dealer
================================================================================
DISTRIBUTIONS

All dividends and distributions will be automatically reinvested in additional
shares at net asset value unless otherwise indicated by checking the box(es)
below.
[ ] Dividends In Cash [ ] Capital Gains In Cash

If you have chosen to receive your distribution(s) in cash, you have the option
of receipt either by direct deposit into your bank account, as identified below,
or by check. Please check one box below.
[ ] Direct Deposit [ ] Check

Please attach a voided bank check here if you choose direct deposit.

- --------------------------------------------------------------------------------
Name of Bank Address of Bank

- --------------------------------------------------------------------------------
Bank's ABA Number Account Number

IMPORTANT: This form is continued on reverse side
<PAGE>
================================================================================
SYSTEMATIC WITHDRAWAL PROGRAM

[ ] Beginning on____________, I would like checks sent to me [ ] monthly or [ ]
quarterly. The amount of each check should be $______________ (minimum $100). I
understand that payments will be made by redeeming shares from my account and
that if the rate of redemption exceeds the rate of growth of the Fund, my
account may ultimately be depleted. This application must be received by the
10th of the month indicated to become effective for that month. Account balances
must be greater than $10,000 to initiate this procedure.
================================================================================
REDEMPTIONS BY TELEPHONE

[ ] I would like to be able to place a redemption order by telephone and have
the proceeds mailed to my Fund account address of record or wired directly to
the bank account listed below (minimum $1,000).

I understand that these procedures are offered as a convenience to me, and I
agree that if the identification procedures set forth in the prospectus are
followed, neither the Funds nor the Transfer Agent will be liable for any loss,
expense or cost arising from one of these transactions. If applicable, please
attach a voided check of the bank account below to ensure proper credit to your
account.

- --------------------------------------------------------------------------------
Name of Bank Address of Bank

- --------------------------------------------------------------------------------
Bank's ABA Number Account Number Name(s) on Account
================================================================================
SIGNATURES:

I have received and read the Prospectus for the Trent Equity Fund and agree to
the terms; I am of legal age. I understand that the shares offered by this
Prospectus are not deposits of, or guaranteed by, Star Bank, nor are the shares
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other agency. I further understand that investment in these shares
involves investment risks, including possible loss of principal. If a corporate
customer, I certify that appropriate corporate resolutions authorizing
investment in the Trent Equity Fund have been duly adopted.

I certify under penalties of perjury that the Social Security number or taxpayer
identification number shown above is correct. Unless the box below is checked, I
certify under penalties of perjury that I am not subject to backup withholding
because the Internal Revenue Service (a) has not notified me that I am as a
result of failure to report all interest or dividends, or (b) has notified me
that I am no longer subject to backup withholding. The certification in this
paragraph are required from all nonexempt persons to prevent backup withholding
of 31% of all taxable distributions and gross redemption proceeds under the
federal income tax law.

[ ] Check here if you are subject to backup withholding.

- --------------------------------------------------------------------------------
Signature of Owner, Trustee or Custodian

- --------------------------------------------------------------------------------
Signature of Joint Owner Date
================================================================================