PROFESSIONALLY MANAGED PORTFOLIOS, 485BPOS, 1997-07-01

PROFESSIONALLY MANAGED PORTFOLIOS
485BPOS, 1997-07-01

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SECURITIES ACT FILE NO. 33-12213
INVESTMENT COMPANY ACT FILE NO. 811-5037
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|

Post Effective Amendment No. 36 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|

Amendment No. 37 |X|

(Check appropriate box or boxes)
PROFESSIONALLY MANAGED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)

479 West 22nd Street
New York, NY 10011

Registrant's Telephone Number, including Area Code:
(212) 633-9700

Steven J. Paggioli
Professionally Managed Portfolios
479 West 22nd Street
New York, NY 10011

(Name and Address of Agent for Service)

Copy to:

Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker
345 California Street
San Francisco, CA 94104
------------------------

|_| Immediately upon filing pursuant to paragraph (b)

|X| On July 18, 1997 pursuant to paragraph (b)

|_| 60 days after filing pursuant to paragraph (a)(1)

|_| On pursuant to paragraph (a)(1)

|_| 75 days after filing pursuant to paragraph (a)(2)

|_| On pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
------------------------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has elected to register an indefinite number of shares of beneficial interest,
no par value. The most current notice required by Rule 24f-2 was filed on
June 25, 1997.

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 495)

N-1A Item No. Location

Part A

Item 1. Cover Page........................... Cover Page
Item 2. Synopsis............................. Expense
Table

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

Item 4. General Description of Registrant.... Objective and
Investment
Approach of the
Fund

Item 5. Management of the Fund............... Management
of the Fund

Item 5A Management's Discussion of Fund See Annual
Performance Reports to
Shareholders

Item 6. Capital Stock and Other Securities. . . Distributions
and Taxes;
How the
Fund's Per
Share Value
is Determined

Item 7. Purchase of Securities Being Offered . . How to Invest
in the Fund;
How the
Fund's Per
Share Value
is Determined

Item 8. Redemption or Repurchase. . . . . . . . How to Redeem
an Investment
in the Fund

Item 9. Pending Legal Proceedings . . . . . . . N/A

Part B

Item 10. Cover Page ............................. Cover Page

Item 11. Table of Contents....................... Table of
Contents

Item 12. General Information and History . . . . The Trust;
General
Information

Item 13 Investment Objectives and Policies .... Investment
Objective and
Policies;
Investment
Restrictions

Item 14. Management of the Fund................... Trustees and
Executive Officers

Item 15. Control Persons and Principal Holders
of Securities............................ General Information

Item 16. Investment Advisory and Other Services.... The Fund's Investment
Advisor; the Fund's
Administrator; General
Information

Item 17. Brokerage Allocation...................... Execution of
Portfolio
Transactions

Item 18. Capital Stock and Other Securities........ General
Information

Item 19. Purchase, Redemption and Pricing of
Shares Being Offered.............. Additional
Purchase &
Redemption
Information

Item 20. Tax Status.............................. Distributions
& Tax Infor-
mation

Item 21. Underwriters............................ The Fund's
Distributor

Item 22. Performance Information.................. Performance
Information

Item 23. Financial Statements.................... N/A

Part C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement

<PAGE>

AVONDALE TOTAL RETURN FUND

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

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

This Prospectus sets forth basic information about the Fund that
prospective investors should know before investing. It should be read and
retained for future reference. The Fund is a series of Professionally Managed
Portfolios. A Statement of Additional Information dated August 1, 1997, as may
be amended from time to time, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information is available without charge upon written request to the Fund at the
address given above.

TABLE OF CONTENTS

Expense Table 2
Financial Highlights 3
Objective and Investment Approach of the Fund 4
Management of the Fund 6
How To Invest in the Fund 6
How To Redeem an Investment in the Fund 8
Services Available to the Fund's Shareholders 9
How the Fund's Per Share Value Is Determined 10
Distributions and Taxes 10
General Information 11

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

Prospectus dated August 1, 1997

The AVONDALE TOTAL RETURN FUND (the "Fund") is a diversified series of
Professionally Managed Portfolios (the "Trust"), an open-end management
investment company offering redeemable shares of beneficial interest. Shares of
the Fund may be purchased at their net asset value per share. The minimum
initial investment is $1,000, with subsequent investments of $250 or more ($500
and $100, respectively, for retirement plans). Shares will be redeemed at net
asset value per share.

EXPENSE TABLE

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None
Exchange Fee None

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

Management Fees 0.70%
Other Expenses 1.13%
Total Fund Operating Expenses 1.83%

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
$18 $57 $98 $211

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the fiscal period
ended March 31, 1997 is incorporated by reference herein and appears in the
annual report to shareholders. This information should be read in conjunction
with the financial statements and accompanying notes which appear in the annual
report and are incorporated by reference into the Statement of Additional
Information. Further information about the Fund's performance is contained in
its annual report, which may be obtained without charge by writing or calling
the address or telephone number on the Prospectus cover.

<TABLE>
<CAPTION>
October 12, 1988*
Year Ended March 31, to March 31,

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991 1990 1989
Net Asset Value,
beginning of period $27.76 $23.58 $22.93 $24.78 $24.19 $22.44 $20.76 $19.84 $20.00

Income from Investment Operations:
Net investment income .18 .27 .23 .26 .46 .51 .75 .88 .48
Net realized and
unrealized (loss) gain
on investments .14 6.00 1.49 (.44) 1.62 1.92 1.46 1.13 (.14)
Total from investment
operations .32 6.27 1.72 (.18) 2.08 2.43 2.21 2.01 .34
Less Distributions:
Dividends (from net
investment income (.28) (.27) (.23) (.35) (.49) (.68) (.53) (.79) (.50)
Distributions (from
net capital gains) (1.67) (1.82) (.84) (1.32) (1.00) -0- -0- (.30) -0-
Total distributions (1.95) (2.09) (1.07) (1.67) (1.49) (.68) (.53) (1.09) (.50)

Net Asset Value,
end of period $26.13 $27.76 $23.58 $22.93 $24.78 $24.19 $22.44 $20.76 $19.84

Total Return 1.10% 26.67% 7.82% (0.82)% 9.19% 11.07% 10.90% 10.13% 1.72%

Net Assets, end of period
(millions) $ 9.9 $ 9.8 $ 6.9 $ 7.4 $ 7.6 $ 7.8 $ 5.4 $ 2.4 $ 0.7

Ratios/Supplemental Data:
Ratios of expenses to
average net assets:
Before expense
reimbursement 1.83% 1.69% 1.77% 1.83% 1.78% 2.13% 2.58% 4.27% 9.33%+
After expense
reimbursement 1.83% 1.69% 1.77% 1.83% 1.78% 1.96% 1.98% 1.92% 1.30%+
Ratios of net income (loss)
to average net assets:
Before expense
reimbursement 0.62% 1.03% 0.96% 1.09% 1.97% 2.00% 3.02% 1.81% (2.63)%+
After expense
reimbursement 0.62% 1.03% 0.96% 1.09% 1.97% 2.17% 3.62% 4.16% 5.40%+

Portfolio turnover rate 40.87% 52.25% 52.24% 73.65% 157.64% 59.58% 65.51% 99.50% 60.82%+

Average commission rate
paid per share $ .1000 - - - - - - - -

* Effective date of the Fund's initial registration under the Securities Act of
1933.
</TABLE>

For fiscal years beginning on or after September 1, 1995, a fund is required to
disclose its average commission rate per share for security trades on which
commissions are charged. This amount may vary from period to period and fund to
fund depending on the mix of trades executed in various markets where trading
practices and commission rate structures may differ.

+ Annualized.

OBJECTIVE AND INVESTMENT APPROACH OF THE FUND

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

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

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

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

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

The Fund is diversified, which under applicable federal law means that as
to 75% of its total assets, no more than 5% may be invested in securities of a
single issuer and that no more than 10% of its total assets may be invested in
the voting securities of such issuer.

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

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

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

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

There are risks associated with investing in foreign securities. There may
be less publicly available information about these issuers than is available
about companies in the U.S., and foreign auditing requirements may not be
comparable to those in the U.S. Interest or dividends on foreign securities may
be subject to foreign withholding taxes. Investments in foreign countries may be
subject to the possibility of expropriation or confiscatory taxation, exchange
controls, political or social instability or diplomatic developments that could
adversely affect the value of those investments. In addition, the value of the
foreign securities may be adversely affected by movements in the exchange rates
between foreign currencies and the U.S. dollar, as well as other political and
economic developments.

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

Repurchase Agreements. The Fund may enter into repurchase agreements in
order to earn additional income on available cash, or as a defensive investment
in periods when the Fund is primarily in short-term maturities. A repurchase
agreement is a short-term investment in which the purchaser (i.e., the Fund)
acquires ownership of a U.S. Government security (which may be of any maturity)
and the seller agrees to repurchase the obligation at a future time at a set
price, thereby determining the yield during the purchaser's holding period
(usually not more than seven days from the date of purchase). Any repurchase
transaction in which the Fund engages will require full collateralization of the
seller's obligation during the entire term of the repurchase agreement. In the
event of a bankruptcy or other default of the seller, the Fund could experience
both delays in liquidating the underlying security and losses in value. However,
the Fund intends to enter into repurchase agreements only with banks with assets
of $500 million or more that are insured by the Federal Deposit Insurance
Corporation and the most creditworthy registered securities dealers pursuant to
procedures adopted and regularly reviewed by the Trust's Board of Trustees. The
Manager monitors the creditworthiness of the banks and securities dealers with
whom the Fund engages in repurchase transactions, and the Fund will not invest
more than 15% of its total assets in illiquid securities, including repurchase
agreements maturing in more than seven days.

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

Portfolio Turnover. The annual rate of portfolio turnover is anticipated to
be less than 100%. However, under certain market conditions, the Fund may
experience a higher rate of portfolio turnover. In general, the Manager will not
consider the rate of portfolio turnover to be a limiting factor in determining
when or whether to purchase or sell securities in order to achieve the Fund's
objective. High portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which are borne directly by the Fund,
and may increase realized capital gains which are taxable to Fund shareholders
when distributed.

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

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. Herbert R. Smith,
Incorporated, 1105 Holliday, Wichita Falls, Texas 76301, the Fund's Manager, has
been in the investment advisory business since 1970 and manages private and
institutional accounts with aggregate assets of approximately $1.5 billion as of
the date of this Prospectus. Mr. Herbert R. Smith, who has been associated with
the Manager since its inception, is principally responsible for management of
the Fund's portfolio.

The Manager provides the Fund with advice on buying and selling securities,
manages the investments of the Fund, furnishes the Fund with office space and
certain administrative services, and provides most of the personnel needed by
the Fund. As compensation, the Fund pays the Manager a monthly management fee
(accrued daily) based upon the average daily net assets of the Fund at the
following annual rates: 0.70% on the first $200 million of net assets; 0.60% on
the next $300 million of net assets; and 0.50% on net assets exceeding $500
million.

Investment Company Administration Corporation (the "Administrator") acts as
the Fund's administrator. The Administrator prepares various federal and state
regulatory filings, reports and returns for the Fund, prepares reports and
materials to be supplied to the trustees, monitors the activities of the Fund's
custodian, transfer agent and accountants, and coordinates the preparation and
payment of Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receives an annual fee equal to the greater of 0.20
of 1% of the Fund's average daily net assets or $30,000.

The Fund is responsible for its own operating expenses. The Manager has
agreed to limit the Fund's operating expenses to assure that the Fund's ratio of
operating expenses to average net assets does not exceed 2.50%. The Manager also
may reimburse additional amounts to the Fund at any time in order to reduce the
Fund's expenses. To the extent the Manager performs a service for which the Fund
is obligated to pay, the Fund shall reimburse the Manager for its costs incurred
in rendering such service.

The Manager may consider a number of factors in determining which brokers
or dealers to use for the Fund's portfolio transactions. While these are more
fully discussed in the Statement of Additional Information, the factors include,
but are not limited to, the reasonableness of commissions, quality of services
and execution, and the availability of research which the Manager may lawfully
and appropriately use in its investment management and advisory capacities.
Provided the Fund receives prompt execution at competitive prices, the Manager
may also consider the sale of Fund shares as a factor in selecting
broker-dealers for the Fund's portfolio transactions. The Fund will not effect
portfolio transactions with, nor pay commissions to, any broker-dealer
affiliated with the Manager.

HOW TO INVEST IN THE FUND

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

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

By check

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

Avondale Total Return Fund
P.O. Box 640856
Cincinnati, Ohio 45264-0856

For purchase orders sent by overnight mail please contact the Transfer
Agent at (800) 385-7003 for instructions.

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

By wire

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

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

Subsequent Investments. For subsequent investments, an investor should call
the Transfer Agent at (800) 385-7003 before the wire is sent. Failure to do so
will cause the purchase to be credited the next day, when the Transfer Agent
receives notice of the wire. The investor's bank should wire the funds as
indicated above. It is essential that complete information regarding the
investor's account be included in all wire instructions in order to facilitate
prompt and accurate handling of investments. Investors may obtain further
information about remitting funds in this manner from the Transfer Agent, and
any fees that may be imposed from their own banks.

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

HOW TO REDEEM AN INVESTMENT IN THE FUND

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

Direct Redemption

A written request for redemption must be received by the Fund's Transfer
Agent in order to constitute a valid tender for redemption. Redemption requests
should be sent to: Avondale Total Return Fund, American Data Services, P. O. Box
5536, Hauppauge, NY 11788-0132. To protect the Fund and its shareholders, a
signature guarantee is required for certain transactions, including redemptions.
Signature(s) on the redemption request must be guaranteed by an "eligible
guarantor institution" as defined in the federal securities laws; these
institutions include banks, broker-dealers, credit unions and savings
institutions. A broker-dealer guaranteeing signatures must be a member of a
clearing corporation or maintain net capital of at least $100,000. Credit unions
must be authorized to issue signature guarantees. Signature guarantees will be
accepted from any eligible guarantor institution which participates in a
signature guarantee program. A notary public is not an acceptable guarantor.

Telephone Redemption.

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

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

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

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.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

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

Check-A-Matic Plan. For the convenience of shareholders, the Fund offers a
preauthorized check service under which a check is automatically drawn on the
shareholder's personal checking account each month for a predetermined amount
(but not less than $500), as if the shareholder had written it directly. Upon
receipt of the check, the Fund automatically invests the money in additional
shares of the Fund at the current net asset value. Applications for this service
are available from the Distributor. There is no charge by the Fund for this
service. The Distributor may terminate or modify this privilege at any time, and
shareholders may terminate their participation by notifying the Transfer Agent
in writing.

Systematic Withdrawal Program. As another convenience, the Fund offers a
Systematic Withdrawal Program whereby shareholders may request that a check
drawn in a predetermined amount be sent to them each month or calendar quarter.
A shareholder's account must have Fund shares with a value of at least $10,000
in order to start a Systematic Withdrawal Program, and the minimum amount that
may be withdrawn each month or quarter under the Systematic Withdrawal Program
is $100. This Program may be terminated or modified by a shareholder or the Fund
at any time without charge or penalty.
A withdrawal under the Systematic Withdrawal Program involves a redemption
of shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount withdrawn exceed the dividends credited to the
shareholder's account, the account ultimately may be depleted.

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

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

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

DISTRIBUTIONS AND TAXES

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

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

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

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

GENERAL INFORMATION

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

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

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

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

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

Investment Manager

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

Custodian

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

Transfer Agent

American Data Services
P. O. Box 5536
Hauppauge, New York 11788-0132

Auditors

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

Legal Counsel

Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104

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

PROSPECTUS

August 1, 1997

Harris Bretall Sullivan & Smith Growth Equity Fund

Harris Bretall Sullivan & Smith, Inc.
One Sansome Street. Suite 3300
San Francisco, CA 94104
800-385-7003

The Harris Bretall Sullivan & Smith Growth Equity 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). Harris Bretall Sullivan & Smith, 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
August 1, 1997, as may be amended from time to time, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
Statement of Additional Information is available without charge by calling or
writing the Fund at the number or address given above.

TABLE OF CONTENTS

Expense Table 2
Financial Hghlights 3
Objective and Investment Approach of the Fund 4
Management of the Fund 6
Distribution Plan 7
How To Invest in the Fund 8
How To Redeem an Investment in the Fund 9
Services Available to the Fund's Shareholders 10
How the Fund's Per Share Value Is Determined 10
Distributions and Taxes 11
General Information 11

Prospectus dated August 1, 1997

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 the annual rate of up to 0.25% of
the Fund's net assets. A long-term shareholder may pay more, directly and
indirectly, in 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 None
Dividends None
Deferred Sales Load None
Redemption Fees None

Annual Fund Operating Expenses
(As a percentage of average net assets)
Advisory Fees 0.75%
12b-1 Expenses 0.25%
Other Expenses (after waiver) 0.29%*
Total Fund Operating Expenses (after waiver) 1.29%*

*The Advisor has undertaken to reduce its fees or make payments to assure
that the Fund's ratio of operating expenses to average net assets will not
exceed 1.29% for the current fiscal year. In the absence of the Advisor's
undertaking, the Fund's ratio of expenses to average net assets would have been
4.97% for the initial fiscal period ended March 31, 1997.

Example

This table illustrates the net transaction and operating expenses that would be
incurred for 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.

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."
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 $10,000 with subsequent
investments of $1,000 or more. Shares will be redeemed at net asset value per
share.

FINANCIAL HIGHLIGHTS
For a capital share outstanding througout the period

The following information has been audited by Ernst & Young LLP, independent
accountants, whose unqualified report covering the fiscal period ended March 31,
1997 is incorporated by reference herein and appears in the annual report to
shareholders. This information shoud be read in conjunction with the financial
statements and accompanying notes thereto which appear in the Statement of
Additional Information. Further information about the Fund's performance is
included in its annual report to shareholders, which may be obtained without
charge by writing or calling the address or telephone number on the Prospectus
cover page.

May 1, 1996*
through
March 31, 1997
Net asset value, beginning of
period $10.00 Income from investment operations:
Net investment income .00
Net realized and unrealized gain on investments 1.04
Total from investment operations 1.04

Less distributions:
From net investment income (.01)

Net asset value, end of period $11.03

Total return 10.36%

Ratios/supplemental data:
Net assets, end of period (millions) $ 3.5

Ratio of expenses to average net assets:
Before expense reimbursement and waiver 4.97%+
After expense reimbursement and waiver 1.28%+

Ratio of net investment income (loss)
to average net assets:
Before expense reimbursement and waiver (3.69)%+
After expense reimbursement and waiver 0.00%+
Portfolio turnover rate 14.62%
Average commission rate paid per share $.0688

*Commencement of operations.
+Annualized.
Not annualized.

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, and
under normal circumstances at least 65% of the Fund's total assets will be
invested in equity securities with capital growth potential. 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.

In selecting equity securities for purchase by the Fund, the Advisor
focuses on successful companies with consistently superior growth in revenues
and earnings, strong product lines and proven management ability demonstrated
over a variety of business cycles.

The Advisor's investment process is based on the establishment of an
economic framework within which fundamental analyses and strict quantitative
disciplines are consistently implemented. The Advisor views successful companies
as those with consistently superior growth in revenues and earnings, strong
product lines and proven management ability demonstrated in a variety of
business cycles. The process begins with a review of various overall investment
factors, such as the state of the economy, inflation, earnings and interest rate
trends and momentum, valuation/volatility of stocks and bonds, Federal Reserve
policy, the international and political environments and supply and demand.
Evaluating these factors creates a common economic framework to use when
reviewing individual companies.

The Advisor then develops a universe of high quality growth stocks by
screening companies for fundamental characteristics such as revenue growth,
financial strength, market leadership and quality management. The screening
process encompasses four broad areas. Qualitative screens such as organizational
depth, success of management, stability versus cyclical characteristics, and
competitive positions are applied. Balance sheet and income statement aspects
are also screened, involving an evaluation of factors such as book value,
debt/equity ratios, current assets and their condition, capital structure, cash
flow, earnings per share growth, dividend record, return on equity.
Characteristics of the stocks are also screened by examining stock volatility,
trading characteristics, market capitalization and institutional ownership. This
screening process yields a stock universe of approximately 300 successful
companies with attractive fundamental characteristics and a minimum market
capitalization of $1 billion.

Companies within the universe are then ranked for selection from three
analytical vantage points. First, companies are ranked based on their intrinsic
present value using the Advisor's proprietary earnings and growth rate outlook.
Second, recent quarterly earnings experience is evaluated. Finally, companies
are ranked based on relative price performance of their stocks against all the
stocks in the universe and the general market. Once an overall ranking based on
these factors is determined, stocks are selected for purchase from the upper
range of the universe.

In general, securities held by the Fund become sell candidates if they
become fundamentally overvalued versus other companies in the Advisor's universe
due to rapid appreciation or suffer changes in their long-term fundamentals
(growth rates or earnings expectations).
Short-Term Investments. At times, the Fund may invest all or a portion of
its assets in short-term cash-equivalent securities for temporary, defensive
purposes; short-term securities also may be purchased when the Adviser views the
market as significantly overvalued. These consist of high quality debt
obligations maturing in one year or less from the date of purchase, such as
securities issued by the U.S. Government, its agencies and instrumentalities,
certificates of deposit, bankers' acceptances, mortgage related securities and
commercial paper. High quality means that the obligations have been rated at
least A-1 by Standard & Poor's Corporation ("S&P") or Prime-1 by Moody's
Investor's Service, Inc. ("Moody's"), have an outstanding issue of debt
securities rated at least AA by S&P or Aa by Moody's, or are of comparable
quality in the opinion of the Advisor. The Advisor expects that under normal
market conditions, the Fund will stay fully invested, and cash levels typically
would not exceed 5% of total assets.

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

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.

Risk Factors. Securities in which the Fund invests, and its share price and
returns, are subject to fluctuation. Investments in equity securities in general
are subject to market risks that may cause their prices to fluctuate over time.
In addition, there may be a substantial time period before stocks held by the
Fund realize the appreciation potential the Advisor believes them to have. An
investment in the Fund therefore is more suitable for longer term investors who
can bear the risk of short-term fluctuation in principal and net asset value
that are inherent in investing in equity securities for a growth objective.

The Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Like the Fund's investment
objective, certain of these restrictions are fundamental and may be changed only
by 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 Management for these
accounts will also 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 maybe 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 account holders compared with shareholders in the Fund. Investors
should be aware that the use of different methods of determining 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 June 30, 1997)
Advisor Growth
Equity Accounts

One year %
Five years %
Nine years %

1. Results account for both income and capital appreciation or depreciation
(Total Return). Returns are time-weighted and calculated in compliance with the
Association of 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 to be shown for the Portfolios will be net of advisory fees as well as
any maximum applicable sales charges and all other Portfolio operating expenses.
See "Performance Information" at page 11.

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

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 One
Sansome Street, Suite 3300 San Francisco, CA 94104. The Advisor was founded in
1971 and is controlled by Mr. Graeme Bretall, Mr. John J. Sullivan and Mr. Henry
B.D. Smith. The Advisor provides investment advisory and sub-advisory services
to individual and institutional investors and investment companies with assets
of approximately $2.8 billion . Mr. John J. Sullivan, Executive Vice President,
Treasurer and Director of the Advisor, and Mr. Gordon J. Ceresino, Senior Vice
President and Director of the Advisor, are responsible for management of the
Fund's portfolio. Each has held his current position with the Advisor for over
five years.

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 0.75% annually. Investment Company Administration Corporation (the
"Administrator") acts as the Fund's Administrator under an Administration
Agreement. Under that agreement, the Administrator prepares various federal and
state regulatory filings, reports and returns for the Fund, prepares reports and
materials to be supplied to the trustees, monitors the activities of the Fund's
custodian, transfer agent and accountants, and coordinates the preparation and
payment of Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receives an annual fee equal to 0.12% of the Fund's
average daily net assets up to $25 million, 0.07% of the next $25 million of net
assets, 0.05% of the next $50 million of net assets and 0.03% on assets over
$100 million, with a minimum fee of $30,000.

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 will not exceed 2.50%. The Advisor also
may reimburse additional amounts to the Fund at any time in order to reduce the
Fund's expenses. The Advisor is currently undertaking to limit the Fund's ratio
of operating expenses to average net assets to 1.29% for the Fund's initial
fiscal year. Reductions made by the Adviser in its fees or payments or
reimbursement of expenses which are the Fund's obligation may be subject to
reimbursement by the Fund provided the Fund is able to do so and remain in
compliance with applicable expense limitations. The Advisr geneally seeks
resimbursement for the oldest reductions and waivers before payment by the Fund
for fees and expenses for the current year.

DISTRIBUTION PLAN

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

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

HOW TO INVEST IN THE FUND

The minimum initial investment in the Fund is $10,000. Subsequent
investments must be at least $1,000. First Fund Distributors, Inc. (the
"Distributor"), acts as Distributor of the Fund's shares. The Distributor may,
at its discretion, waive the minimum investment requirements 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 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 applicable Fund's net asset value will be
entered at the next calculated public offering price. Investors may be charged a
fee if they effect transactions through a broker or agent.

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 "Harris Bretall Sullivan & Smith Growth Equity
Fund," should be mailed to the Fund's Transfer Agent: Harris Bretall Sullivan &
Smith Growth Equity Fund, P.O. Box 640856, Cincinnati, OH 45264-0856. For
purchases by overnight mail, please contact the Transfer Agent at (800) 385-7003
for instructions.

A stub is attached to the account statement sent to shareholders after each
transaction. For subsequent investments the stub should be detached from the
statement and, together with a check payable to "Harris Bretall Sullivan & Smith
Growth Equity Fund," mailed to the Fund 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 Fund at (800) 385-7003 between the hours of 9:00 a.m. and 4:00 p.m.
Eastern time, on a day when the NYSE is open for trading in order to receive an
account number. It is necessary to notify the Fund prior to each wire purchase.
Wires sent without notifying the Fund will result in a delay of the effective
date of your purchase. The Transfer Agent will request the investor's name,
address, taxpayer 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, for credit to Harris Bretall Sullivan &
Smith Growth Equity Fund, DDA #485773071, 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, the investor should first notify the Fund and
then the investor's bank should wire funds as indicated above. It is essential
that complete information regarding the investor's account be included in all
wire instructions in order to facilitate prompt and accurate handling of
investments. Investors may obtain further information from the Transfer Agent
about remitting funds in this manner and from their own banks about any fees
that may be imposed.

General. Investors will not be permitted to redeem any shares purchased
with an initial investment made by wire until one business day after the
completed Account Application is received by the Fund. All investments must be
made in U.S. dollars and, to avoid fees and delays, checks should be drawn only
on U.S. banks and should not be made by third party check. A charge may be
imposed if any check used for investment does not clear. The Fund and the
Distributor reserve the right to reject any purchase order in whole or in part.
If an order, together with payment in proper form, is received by the Transfer
Agent by the close of trading on the NYSE (currently 4:00 p.m., New York City
time), Fund shares will be purchased at the offering price determined as of the
close of trading on that day. Otherwise, Fund shares will be purchased at the
offering price determined as of the close of trading on the NYSE on the next
business day. Federal tax law requires that investors provide a certified
taxpayer identification number and certain other required certifications upon
opening or reopening an account in order to avoid backup withholding of taxes at
the rate of 31% on taxable distributions and proceeds of redemptions. See the
Fund's Account Application for further information concerning this requirement.

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

HOW TO REDEEM AN INVESTMENT IN THE FUND

A shareholder has the right to have the Fund redeem all or any portion of
his outstanding shares at their current net asset value on each day the NYSE is
open for trading. The redemption price is the net asset value per share next
determined after the shares are validly tendered for redemption. Redemption
requests should be sent to the Fund at P.O. Box 55366, Hauppauge, NY 11788-0132.
Direct Redemption. A written request for redemption must be received by the
Fund's Transfer Agent in order to constitute a valid tender for redemption. To
protect the Fund and its shareholders, a signature guarantee is required for
certain transactions, including redemptions. Signature(s) on the redemption
request must be guaranteed by an "eligible guarantor institution" as defined in
the federal securities laws. These institutions include banks, broker-dealers,
credit unions and savings institutions. A broker-dealer guaranteeing signatures
must be a member of a clearing corporation or maintain net capital of at least
$100,000. Credit unions must be authorized to issue signature guarantees.
Signature guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program. A notary public is not an
acceptable guarantor.

Telephone Redemption. Shareholders who complete the Redemption by Telephone
portion of the Fund's Account Application may redeem shares on any business day
the NYSE is open by calling the Fund's Transfer Agent at (800) 385-7003 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 followed, neither the Fund nor its agents
will be liable for any loss, liability or cost which results from acting upon
instructions of a person believed to be a shareholder with respect to the
telephone redemption privilege. The Fund may change, modify, or terminate these
privileges at any time upon at least 60 days notice to shareholders.

General. Payment of redemption proceeds will be made promptly, but not
later than seven days after the receipt of all documents in proper form,
including a written redemption order with appropriate signature guarantee in
cases where telephone redemption privileges are not being utilized. The Fund may
suspend the right of redemption under certain extraordinary circumstances in
accordance with the Rules of the SEC. In the case of shares purchased by check
and redeemed shortly after purchase, the Fund will not mail redemption proceeds
until it has been notified that the check used for the purchase has been
collected, which may take up to 15 days from the purchase date. To minimize or
avoid such delay, investors may purchase shares by certified check or federal
funds wire. A redemption may result in recognition of a gain or loss for federal
income tax purposes. 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 $5,000. 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 $5,000 and will be allowed 30 days to make an
additional investment to bring the value of his account to at least $5,000
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 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. 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 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 is treated as a
redemption of shares, and may result in a gain or loss for federal income tax
purposes. In addition, if the amounts withdrawn exceed the dividends credited to
the shareholder's account, the account ultimately may be depleted.

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

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

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

DISTRIBUTIONS AND TAXES

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

Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of the Fund at
the net asset value per share on the reinvestment date unless the shareholder
has previously requested in writing to the Transfer Agent that 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 continue 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 so 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. 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 investing in 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 (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, N.A., 425 Walnut St., Cincinnati, OH 45202,
serves as custodian of the Fund's assets. American Data Services, Inc., P. O.
Box 5536, Hauppauge, NY 11788-0132 is the Fund's Transfer and Dividend
Disbursing Agent. Shareholder inquiries should be directed to the Transfer Agent
at (800) 385-7003.

Advisor

Harris Bretall Sullivan & Smith, Inc.
One Sansome Street, Suite 3300
San Francisco, CA 94104
(415) 765-8300
Account Inquiries (800) 385-7003

Distributor

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

Custodian

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

Transfer and Dividend Disbursing Agent

American Data Services, Inc.
P. O. Box 640856
Hauppauge, NY 11788-0132
(800) 385-7003

Auditors

Ernst & Young
515 South Flower St.
Los Angeles, CA 90071

Legal Counsel

Paul, Hastings, Janofsky & Walker LLP
345 California St.
San Francisco, CA 94104

Harris Bretall Sullivan & Smith
Growth Equity Fund

Prospectus

August 1, 1997

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

The HODGES FUND (the "Fund") is a mutual fund with the investment objective of
seeking long-term capital appreciation. The Fund seeks to achieve its objective
by investing principally in common stocks. Hodges Capital Management, Inc. (the
"Advisor"), serves as investment advisor to the Fund.

This Prospectus sets forth basic information about the Fund that prospective
investors should know before investing. It should be read and retained for
future reference. The Fund is a series of Professionally Managed Portfolios. A
Statement of Additional Information dated August 1, 1997, as may be amended from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge upon request to the Fund at the address or telephone
number given above.

TABLE OF CONTENTS

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

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

Prospectus dated August 1, 1997

The HODGES FUND (the "Fund") is a non-diversified series of Professionally
Managed Portfolios (the "Trust"), an open-end management investment company
offering redeemable shares of beneficial interest. Shares may be purchased at a
public offering price which includes a maximum sales charge of 2.50% of the
offering price, or less depending on the amount invested. The minimum initial
investment is $500, with subsequent investments of $50 or more. Shares will be
redeemed at net asset value per share.

EXPENSE TABLE

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

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

Investment Advisory Fees 0.85%
12b-1 Fees 0.50%
Other Expenses 0.79%
Total Fund Operating Expenses 2.14%

Example

1 Year 3 Years 5 Years 10 Years

$46 $89 $134 $260

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. Over an extended period of
time, a 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 ("NASD"). This is recognized and
permitted by the NASD. See "Management of the Fund" on page .

FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.

The following information has been audited by Tait, Weller & Baker, independent
accountants, whose unqualified report covering the period ended March 31, 1997
below is incorporated by reference herein and appears in the annual report to
shareholders. This information should be read in conjunction with the financial
statements and accompanying notes which appear in the annual report and are
incorporated by reference into the Statement of Additional Information. Further
information about the Fund's performance is contained in its annual report,
which may be obtained without charge by writing or calling the address or
telephone number on the Prospectus cover.

Year Year Year Year Oct. 9, 1992*
Ended Ended Ended Ended through
March 31 March 31, March 31, March 31, March 31,
1997 1996 1995 1994 1993

Net asset value,
beginning of period $12.87 $11.55 $10.80 $11.78 $10.25
Income from
investment operations:
Net investment
income(loss) (.11) (.07) (.08) (.03) .02
Net realized and
unrealized gain
on investments 1.85 3.42 1.09 .07 1.51
Total from investment
operations 1.74 3.35 1.01 .04 1.53
Less distributions:
From net investment
income -0- -0- -0- (.01) -0-
From net capital
gains (1.41) (2.03) (.26) (1.01) -0-
Total distribution (1.41) (2.03) (.26) (1.02) -0-
Net asset value,
end of period $13.20 $12.87 $11.55 $10.80 $11.78

Total return 14.18% 32.33% 9.60% 0.22% 25.59%+

Ratios/supplemental data:
Net assets, end of
period (millions) $ 19.4 $ 13.3 $ 9.3 $ 8.5 $ 6.9
Ratio of expenses to average net assets:
Before expense
reimbursement 2.14% 2.08% 2.31% 2.63% 2.17%+
After expense
reimbursement 2.14% 2.08% 2.31% 2.07% 2.17%+
Ratio of net investment
income (loss) to average net assets:
Before expense
reimbursement (0.95%) (0.61%) (0.75%) (0.84%) 0.41%+
After expense
reimbursement (0.95%) (0.61%) (0.75%) (0.29%) 0.41%+

Portfolio
turnover rate 115.77% 124.89% 73.65% 192.03% 26.23%

Average commision rate
paid per share $.0331 - - - -

*Commencement of operations.

+Annualized.

OBJECTIVE AND INVESTMENT APPROACH OF THE FUND

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

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

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

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

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

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

The Fund may also invest in securities of foreign companies (U.S. dollar
denominated), and special situations. Such securities often involve greater
risks than investments in more established domestic companies, primarily because
they may be more likely to experience unexpected fluctuations in price. See
below for a further discussion of the policies regarding investments in foreign
companies, and special situations. Because prices of common stocks and other
securities fluctuate, the value of an investment in the Fund will vary, as the
market value of its investment portfolio changes.

Repurchase Agreements. The Fund may enter into repurchase agreements in order to
earn additional income on available cash, or as a defensive investment in
periods when the Fund is primarily in short-term maturities. A repurchase
agreement is a short-term investment in which the purchaser (i.e., the Fund)
acquires ownership of a U.S. Government security (which may be of any maturity)
and the seller agrees to repurchase the obligation at a future time at a set
price, thereby determining the yield during the purchaser's holding period
(usually not more than seven days from the date of purchase). Any repurchase
transaction in which the Fund engages will require full collateralization of the
seller's obligation during the entire term of the repurchase agreement. In the
event of a bankruptcy or other default of the seller, the Fund could experience
both delays in liquidating the underlying security and losses in value. However,
the Fund intends to enter into repurchase agreements only with banks with assets
of $500 million or more that are insured by the Federal Deposit Insurance
Corporation and the most creditworthy registered securities dealers pursuant to
procedures adopted and regularly reviewed by the Trust's Board of Trustees. The
Advisor monitors the creditworthiness of the banks and securities dealers with
whom the Fund engages in repurchase transactions, and the Fund will not invest
more than 15% of its total assets in illiquid securities, including repurchase
agreements maturing in more than seven days.

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

Foreign Securities. The Fund may invest up to 10% of its assets in U.S. dollar
denominated securities of foreign issuers. There may be less publicly available
information about these issuers than is available about companies in the U.S.
and foreign auditing requirements may not be comparable to those in the U.S. In
addition, the value of the foreign securities may be adversely affected by
movements in the exchange rates between foreign currencies and the U.S. dollar,
as well as other political and economic developments, including the possibility
of expropriation, confiscatory taxation, exchange controls or other foreign
governmental restrictions. The Fund may also invest in American Depositary
Receipts with respect to foreign companies which are listed and traded on a
domestic national securities exchange.

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

The Fund also must segregate liquid assets equal to the difference between (a)
the market value of the securities sold short at the time they were sold short
and (b) the value of the collateral deposited with the broker in connection with
the short sale (not including the proceeds from the short sale). While the short
position is open, the Fund must maintain daily the segregated assets at such a
level that (1) the amount segregated 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 segregated plus the amount deposited with the broker as
collateral is not less than the market value of the securities at the time they
were sold short.

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

The dollar amount of short sales at any one time (not including short sales
against the box) may not exceed 25% of the net assets of the Fund, and it is
expected that normally the dollar amount of such sales will not exceed 10% of
the net assets of the Fund.

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

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

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

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

Portfolio Turnover. The annual rate of portfolio turnover may exceed 100%. In
general, the Advisor will not consider the rate of portfolio turnover to be a
limiting factor in determining when or whether to purchase or sell securities in
order to achieve the Fund's objective. Although the Fund anticipates that it
will be able to effect transactions at discounted brokerage commission rates or
spreads, high portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which are borne directly by the Fund,
and may increase realized capital gains which are taxable to Fund shareholders
when distributed.

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

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

MANAGEMENT OF THE FUND

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

The Advisor provides the fund with advice on buying and selling securities,
manages the investment of the Fund, furnishes the Fund with office space and
certain administrative services, and provides most of the personnel needed by
the Fund. As compensation, the Fund pays the Advisor a monthly investment
advisory fee (accrued daily) based upon the average daily net assets of the Fund
at the rate of 0.85% annually.

Investment Company Administration Corporation (the "Administrator") acts as
the Fund's Administrator. The Administrator prepares various federal and state
regulatory filings, reports and returns for the Fund, prepares reports and
materials to be supplied to the trustees, monitors the activities of the Fund's
custodian, transfer agent and accountants, and coordinates the preparation and
payment of the Fund expenses and reviews the Fund's expense accruals. For its
services, the Administrator receives a monthly fee at the following annual rate:

Average net assets of the Fund Fee or fee rate

Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets

The Fund is responsible for its own operating expenses. At times the
Advisor may waive a portion of its fee, and the Advisor also may reimburse
additional amounts to the Fund at any time in order to reduce the Fund's
expenses. 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 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. Subject to overall requirements of obtaining the
best combination of price and execution on a particular transaction, the Fund
places eligible portfolio transactions through the Distributor, which is an
affiliate of the Advisor, in accord with procedures adopted by the Board of
Trustees pursuant to the requirements of the Investment Company Act of 1940 (The
"1940 Act").

HOW TO INVEST IN THE FUND

The minimum initial investment is $500. Subsequent investments must be at least
$50. First Dallas Securities, Inc., 2905 Maple Avenue, Dallas, Texas 75201 (the
"Distributor"), an affiliate of the Advisor, acts as Distributor and may, at its
discretion, waive the minimum investment requirements. Shares of the Fund are
offered continuously for purchase at the public offering price next determined
after a purchase order is received. The public offering price is effective for
orders received by the Fund or investment dealers prior to the time of the next
determination of the Fund's net asset value and, in the case of orders placed
with dealers, transmitted promptly to the Transfer Agent. Orders received after
the time of the next determination of the applicable Fund's net asset value will
be entered at the next calculated public offering price.

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

Sales Charge as percent of:
Portion of sales
offering net asset charge retained
Amount of Purchase price value by dealers
Less than $25,000 2.50% 2.56% 2.00%
$25,000 but less than $200,000 2.00% 2.04% 1.60%
$200,000 but less than $350,000 1.50% 1.52% 1.20%
$350,000 but less than $500,000 1.00% 1.01% 0.80%
$500,000 but less than $1,500,000 0.75% 0.76% 0.60%
$1,500,000 but less than $3,000,000 0.60% 0.60% 0.48%
$3,000,000 or more 0.30% 0.30% 0.24%

Purchase Order Placed with Investment Dealers

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

Purchase Sent to the Transfer Agent

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

By check. For initial investments, complete the Fund's Account Application
(included with this Prospectus). Make your check payable to "Hodges Fund." Mail
or deliver the completed Account Application and your check to: Hodges Fund,
P.O. Box 856, Cincinnati, OH 45264-0856. For investments sent by overnight
delivery services contact the Transfer Agent at 1-800-385-7003 for further
instructions.

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

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

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

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

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

Purchase at Net Asset Value

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

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

General

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

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

Federal tax regulations require that investors provide a certified Taxpayer
Identification Number and certain other required certifications upon opening or
reopening an account in order to avoid backup withholding of taxes at the rate
of 31% on taxable distributions and proceeds of in order to avoid backup
withholding of taxes at the rate of 31% on taxable distributions and proceeds of
redemptions. (See the Fund's Account Application for further information
concerning this requirement.) The Fund is not required to issue share
certificates. All shares are normally held in non-certificated form registered
on the books of the Fund and the Fund's Transfer Agent for the account of the
shareholder.

HOW TO REDEEM AN INVESTMENT IN THE FUND

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

Direct Redemption

A written request for redemption must be received by the Fund's Transfer Agent
in order to constitute a valid tender for redemption. Redemption requests should
be sent to Hodges Fund, American Data Services, P.O. Box 640856, Hauppauge, NY
11788-0132. 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.

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

General

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

Distribution Agreement

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

Distribution and Shareholder Servicing Plan

The Fund has adopted a Distribution and Shareholder Servicing Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Plan") under which the
Fund pays the Distributor an amount which is accrued daily and paid monthly, at
an annual rate of up to 0.50% of the average daily net assets of the Fund.
Amounts paid under the Plan by the Fund are paid to the Distributor to reimburse
it for costs of the services it provides and the expenses it bears in the
distribution of the Fund's shares, including overhead and telephone expenses;
printing and distribution of prospectuses and reports used in connection with
the offering of the Fund's shares to prospective investors; and preparation,
printing and distribution of sales literature and advertising materials. Such
fee is paid to the Distributor each year only to the extent of such costs and
expenses of the Distributor under the Plan actually incurred in that year. In
addition, payments to the Distributor under the Plan reimburse the Distributor
for payments it makes to selected dealers and administrators which have entered
into Service Agreements with the Distributor of periodic fees for services
provided to shareholders of the Fund. The services provided by selected dealers
pursuant to the Plan are primarily designed to promote the sale of shares of the
Fund and include the furnishing of office space and equipment, telephone
facilities, personnel and assistance to the Fund in servicing such shareholders.
The service provided by administrators pursuant to the Plan are designed to
provide support services to the Fund and include establishing and maintaining
shareholders' accounts and records, processing purchase and redemption
transactions, answering routine client inquires regarding the Fund, and
providing other services to the Fund as the Company may reasonably request.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans

The Fund offers a prototype Individual Retirement Account ("IRA") plan and
information is available from the Distributor and Transfer Agent or from your
securities dealer with respect to Keogh, Section 403(b) and other retirement
plans offered. Investors should consult a tax adviser before establishing any
retirement plan.

Check-A-Matic Plan

For the convenience of shareholders, the Fund offers a preauthorized check
service under which a check is automatically drawn on the shareholder's personal
checking account each month for a predetermined amount (but not less than $250),
as if the shareholder had written it himself. Upon receipt of the check, the
Fund automatically invests the money in additional shares of the Fund at the
current offering price. Applications for this service are available from the
Distributor. There is no charge by the Fund for this service. The Distributor
may terminate or modify this privilege at any time, and shareholders may
terminate their participation by notifying the Transfer Agent in writing.

Systematic Withdrawal Program

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 the supervision of the
Trust's officers in accordance with methods which are specifically authorized by
the Board of Trustees. Short-term obligations with remaining maturities of sixty
days or less are valued at amortized cost as reflecting fair value.

DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

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

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

Although distributions are generally taxable when received, certain
distributions made in January are taxable as if received the prior December.
Shareholders will be informed annually of the amount and nature of the Fund's
distributions.

GENERAL INFORMATION

The Trust

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

Shareholder Rights

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

Performance Information

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

Shareholder Inquiries

Shareholder inquiries should be directed to the Fund at (800) 388-8512.

Advisor
Hodges Capital Management, Inc.
2905 Maple Avenue
Dallas, Texas 75201
(800) 388-8512
- -
Distributor
First Dallas Securities, Inc.
2905 Maple Avenue
Dallas, Texas 75201
- -
Custodian
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
- -

Transfer Agent
American Data Services
P. O. Box 640856
Hauppauge, New York 11788-0132
- -

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

Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104

Designed
for Investors
Who Want Growth
of Capital

Prospectus

August 1, 1997

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

THE OSTERWEIS FUND (the "Fund") is a mutual fund with the investment objective
of attaining long term total returns. The Fund seeks to achieve its objective by
investing primarily in equity securities (common and preferred stocks).
Osterweis Capital Management, Inc. (the "Advisor"), serves as investment advisor
to the Fund.

This Prospectus sets forth basic information about the Fund that prospective
investors should know before investing. It should be read and retained for
future reference. The Fund is one of a series of Professionally Managed
Portfolios. A Statement of Additional Information dated August 1, 1997, as may
be amended from time to time, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. This Statement of Additional
Information is available without charge by calling the number listed above or
(800) 385-7003.

TABLE OF CONTENTS

Expense Table 2

Financial Highlights 3

Objective and Investment
Approach of the Fund 4

Management of the Fund 7

How To Invest in the Fund 8

How To Redeem an
Investment in the Fund 10

Services Available to the
Fund's Shareholders 11

How the Fund's Per Share Value
Is Determined 12

Distributions and Taxes 12

General Information 13

Appendix 14

Prospectus dated August 1, 1997

THE OSTERWEIS FUND (the "Fund") is a diversified series of Professionally
Managed Portfolios (the "Trust"), an open-end management investment company
offering redeemable shares of beneficial interest. Shares are purchased and
redeemed at their net asset value per share, without a sales charge. The minimum
initial investment is $100,000, with subsequent investments of $1,000 or more.

EXPENSE TABLE

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

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

Example

One year $ 18
Three years $ 55
Five years $ 95
Ten years $206

*The Advisor has undertaken to limit the operating expenses of the Fund to
1.75% of average net assets until a date following advance notice to
shareholders. During the fiscal year ended March 31, 1997, the Fund's actual
operating expense ratio was 1.75%

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."

FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period.

The following information has been audited by Ernst & Young L.L.P.,
independent accountants, whose unqualified report covering the fiscal period
ended March 31, 1997 is incorporated by reference herein and appears in the
annual report to shareholders. This information shoud be read in conjunction
with the financial statements and accompanying notes thereto which appear in the
annual report and are incorporated by reference into the Statement of Additional
Information. Further information about the Fund's performance may be included in
its annual report, which may be obtained without charge by writing or calling
the address or telephone number on the Prospectus cover page.

Year Year Year October 1, 1993*
Ended Ended Ended through
March March March March
31, 1997 31, 1996 31, 1995 31,1994

Net asset value,
beginning of period $11.74 $10.33 $10.2 $10.00
Income from investment
operations:
Net investment income .08 .12 .28 .08
Net realized and
unrealized gain on
investments 1.27 1.48 .11 .22
Total from investment
operations 1.35 1.60 .39 .30
Less distributions:
From net investment
income (.08) (.19) (.25) (.02)
From net capital gains (.13) -0- (.09) -0-
Total distributions (.21) (.19) (.34) (.02)
Net asset value,
end of period $12.88 $11.74 10.33 $10.28

Total return 11.60% 15.59% 3.91% 6.29%+

Ratios/supplemental data:
Net assets, end of
period (millions) $ 16.5 $ 16.9 $ 9.8 $ 5.1
Ratio of expenses to
average net assets:
Before expense
reimbursement 1.75% 1.77% 2.32% 3.73%+
After expense
reimbursement 1.75% 1.75% 1.74% 1.75%+
Ratio of net investment
income to average
net assets:
Before expense
reimbursement 0.63% 1.47% 2.74% 0.42%+
After expense
reimbursement 0.63% 1.49% 3.32% 2.40%+
Portfolio turnover rate 41.30% 57.32% 28.65% 34.97%
Average commission rate
paid per share $.0551 - - -

*Commencement of operations.

+Annualized.

For fiscal years beginning on or after September 1, 1995, a fund is required to
disclose its average commission rate paid per share for security trades on which
commissions are charged. This amount may vary from period to period and fund to
fund depending on the mix of trades executed in various markets where trading
practices and commission rate structures may differ.

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

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

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

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

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

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

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

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

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

Foreign Securities. The Fund may invest up to 20% of its total assets in
securities of foreign issuers. The Advisor usually buys securities of leading
foreign companies that have well recognized franchises and are selling at a
discount to the securities of similar domestic businesses. There may be less
publicly available information about these issuers than is available about
companies in the U.S., and foreign auditing requirements may not be comparable
to those in the U.S. In addition, the value of the foreign securities may be
adversely affected by movements in the exchange rates between foreign currencies
and the U.S. dollar, as well as other political and economic developments,
including the possibility of expropriation, confiscatory taxation, exchange
controls or other foreign governmental restrictions. Dividends and interest on
foreign securities may be subject to foreign withholding taxes. The Fund may
also invest without limit in securities of foreign issuers which are listed and
traded on a U.S. national securities exchange.

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

U.S. Government Securities. The Fund may invest in U.S. Government securities.
U.S. Government securities include direct obligations issued by the U.S.
Treasury, such as Treasury bills, certificates of indebtedness, notes and bonds.
U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal National Mortgage
Association ("FNMA"), Government National Mortgage Association ("GNMA"), Federal
Home Loan Banks, Federal Financing Bank, and Student Loan Marketing Association.

All Treasury securities are backed by the full faith and credit of the United
States. Obligations of U.S. Government agencies and instrumentalities may or may
not be supported by the full faith and credit of the United States. Some, such
as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the U.S. Treasury. Others, such as securities
issued by FNMA, are supported only by the credit of the instrumentality and not
by the U.S. Treasury. If the securities are not backed by the full faith and
credit of the United States, the owner of the securities must look principally
to the agency issuing the obligation for repayment and may not be able to assert
a claim against the United States in the event that the agency or
instrumentality does not meet its commitment. Investment Restrictions. The Fund
has adopted certain investment restrictions, which are described fully in the
Statement of Additional Information. Like the Fund's investment objective,
certain of these restrictions are fundamental and may be changed only by a
majority vote of the Fund's outstanding shares.

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. Osterweis Capital Management,
Inc., acts as the Fund's Advisor, and has been in the investment advisory
business since 1983. The Advisor provides investment advisory services to
individual and institutional accounts with a value in excess of $800,000,000.
Mr. John S. Osterweis, President and Director of the Advisor, is principally
responsible for the management of the Fund's portfolio. He has over twenty years
of securities analysis and portfolio management experience.

Investment Company Administration Corporation (the "Administrator") acts as the
Fund's Administrator under an Administration Agreement. Under that agreement,
the Administrator prepares various federal and state regulatory filings, reports
and returns for the Fund, prepares reports and materials to be supplied to the
Trustees, monitors the activities of the Fund's custodian, transfer agent and
accountants, and coordinates the preparation and payment of Fund expenses and
reviews the Fund's expense accruals. For its services, the Administrator
receives a monthly fee at the following annual rate:

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

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

HOW TO INVEST IN THE FUND

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

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

By check:

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

The Osterweis Fund
P.O. Box 640856
Cincinnati, OH 45264-0856

For purchase orders sent by overnight mail, please contact the Transfer Agent at
800-385-7003 for instructions.

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

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

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

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

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

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

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

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

HOW TO REDEEM AN INVESTMENT IN THE FUND

A shareholder has the right to have the Fund redeem all or any portion of his
outstanding shares at their current net asset value on each day the New York
Stock Exchange is open for trading. Redemption requests should be sent to The
Osterweis Fund, P. O. Box 5536, Hauppauge, NY 11788-0132. The redemption price
is the net asset value per share next determined after the shares are validly
tendered for redemption.

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

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

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

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

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account, other than retirement plan
or Uniform Gifts/Transfers to Minors Acts accounts, if at any time, due to
redemptions by the shareholder, the total value of a shareholder's account does
not equal at least $1,500. If the Fund determines to make such an involuntary
redemption, the shareholder will first be notified that the value of his account
is less than $1,500 and will be allowed 30 days to make an additional investment
to bring the value of his account to at least $1,500 before the Fund takes any
action. SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS Retirement Plans. The
minimum initial investment for such plans is $100,000, with minimum subsequent
investments of $1,000. The Fund offers a prototype Individual Retirement Account
("IRA") plan, and information is available from the Distributor with respect to
other retirement plans offered. Investors should consult a tax advisor before
establishing any retirement plan.

Check-A-Matic Plan. For the convenience of shareholders, the Fund offers a
preauthorized check service under which a check is automatically drawn on the
shareholder's personal checking account each month for a predetermined amount
(but not less than $250). Upon receipt of the check, the Fund automatically
invests the money in additional shares of the Fund at the current offering
price. Applications for this service are available from the Distributor. There
is no charge by the Fund for this service. The Distributor may terminate or
modify this privilege at any time, and shareholders may terminate their
participation by notifying the Transfer Agent in writing.

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

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

The net asset value of a Fund share is determined once daily as of the close of
public trading on the New York Stock Exchange (currently 4:00 p.m., Eastern
time) on each day the New York Stock Exchange is open for trading. Net asset
value per share is calculated by dividing the value of the Fund's total assets,
less its liabilities, by the number of Fund shares outstanding. Portfolio
securities are valued using current market values, if available. Securities for
which market quotations are not readily available are valued at fair values as
determined in good faith by or under the supervision of the Trust's officers in
accordance with methods which are specifically authorized by the Board of
Trustees. Short-term obligations with remaining maturities of sixty days or less
are valued at amortized cost as reflecting fair value.

DISTRIBUTIONS AND TAXES

Dividends and Distributions. Dividends from net income are declared and paid at
least annually, typically after the end of the Fund's fiscal year. Any net
capital gains realized during the Fund's fiscal year will also be distributed to
shareholders in June, with a supplemental distribution in December of any
undistributed net capital gains earned during the 12-month period ended each
October 31. Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of the Fund at
the net asset value per share on the reinvestment date unless the shareholder
has previously requested in writing to the Transfer Agent that payment be made
in cash.

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

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

Additional information about taxes is set forth in the Statement of Additional
Information. Shareholders should consult their own advisers concerning federal,
state and local taxation of distributions from the Fund. GENERAL INFORMATION The
Trust. The Trust was organized as a Massachusetts business trust on February 17,
1987. The Agreement and Declaration of Trust permits the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest,
without par value, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series. The fiscal year of
the Fund ends on March 31. Shareholder Rights. Shares issued by the Fund have no
preemptive, conversion or subscription rights. Shareholders have equal and
exclusive rights as to dividends and distributions as declared by the Fund and
to the net assets of the Fund upon liquidation or dissolution. The Fund, as a
separate series of the Trust, votes separately on matters affecting only the
Fund (e.g., approval of the Advisory and Administrative Management Agreements);
all series of the Trust vote as a single class on matters affecting all series
jointly or the Trust as a whole (e.g., election or removal of Trustees). Voting
rights are not cumulative, so that the holders of more than 50% of the shares
voting in any election of Trustees can, if they so choose, elect all of the
Trustees. While the Trust is not required and does not intend to hold annual
meetings of shareholders, such meetings may be called by the Trustees in their
discretion, or upon demand by the holders of 10% or more of the outstanding
shares of the Trust for the purpose of electing or removing Trustees.

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

Shareholder Inquiries. Shareholder inquiries should be directed to the Fund at
the number shown on the cover of the Prospectus.

APPENDIX
Description of Bond Ratings*
Moody's Investors Service

Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk. Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues. Aa:
Bonds rated Aa are judged to be of high quality by all standards. Together with
the Aaa group they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuations or protective elements may be of
greater amplitude or there may be other elements present which make long-term
risks appear somewhat larger than in Aaa securities. A: Bonds rated A possess
many favorable investment attributes and are to be considered as upper-medium
grade obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a susceptibility
to impairment sometime in the future. Baa: Bonds rated Baa are considered as
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well. Ba: Bonds rated Ba are judged to have speculative
elements: their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainly
of position characterizes bonds in this class. B: Bonds rated B generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small. Standard & Poor's Corporation

AAA: Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest. AA: Bonds rated AA
also qualify as high-quality debt obligations. Capacity to pay principal and
interest is very strong, and in the majority of instances they differ from AAA
issues only in a small degree. A: Bonds rated A have a strong capacity to pay
principal and interest, although they are more susceptible to the adverse
effects of change in circumstances and economic conditions. BBB: Bonds rated BBB
are regarded as having an adequate capacity to pay principal and interest.
Whereas they normally exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest for bonds in this category than for bonds
in the A category.

BB and B: Bonds rated BB and B are regarded, on balance, as predominately
speculative with respect to the issuer's capacity to pay interest and principal
in accordance with the terms of the obligation. BB indicates a lower degree of
speculation than B. While such bonds will likely have some quality of protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

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

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

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

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

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

Transfer Agent
American Data Services
P. O. Box 5536
Hauppauge, New York 11788-0132

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

Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104

Prospectus

August 1, 1997

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

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

This Prospectus sets forth basic information about the Fund that
prospective investors should know before investing. It should be read and
retained for future reference. The Fund is a series of Professionally Managed
Portfolios. A Statement of Additional Information dated August 1, 1997 and as
may be amended from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement of
Additional Information is available without charge upon request to the Fund at
the address or telephone number given above.

TABLE OF CONTENTS

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

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

Prospectus dated August 1, 1997
EXPENSE TABLE

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 4.75%
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None

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

Investment Advisory Fees 1.00%
12b-1 Fees 0.20%
Shareholder Service Fee 0.25%
Other Expenses 0.45%
Total Fund Operating Expenses 1.90%

Example

1 Year 3 Years 5 Years 10 Years
$67 $106 $149 $266

The PERKINS OPPORTUNITY FUND (the "Fund") is a diversified series of
Professionally Managed Portfolios (the "Trust"), an open-end registered
management investment company offering redeemable shares of beneficial interest.
Shares may be purchased at a public offering price which includes a maximum
sales charge of 4.75% of the offering price, or less depending on the amount
invested. The minimum initial investment is $2,500, with subsequent minimum
investments of $100 or more ($1,000 and $100, respectively, for retirement
plans). The Fund has adopted a plan of distribution under which the Fund will
pay the Distributor a fee at an annual rate of up to a maximum of 0.25% of the
Fund's net assets. A long-term shareholder may pay more, directly and
indirectly, in sales charges and such fees than the maximum sales charge
permitted under the rules of the National Association of Securities Dealers
("NASD"). This is recognized and permitted by the NASD. Shares will be redeemed
at net asset value per share.

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period*.

The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the period ended
March 31, 1997 is incorporated by reference herein and appears in the annual
report to shareholders. This information should be read in conjunction with the
financial statements and accompanying notes which appear in the annual report to
shareholders and are incorporated by reference into the Statement of Additional
Information. Further information about the Fund's performance is contained in
its annual report, which may be obtained without charge by writing or calling
the address or telephone of the Investment Advisor on the Prospectus cover page.

<TABLE>
<CAPTION>
Feb. 18, 1993*
Years ended through
March 31, March 31,
<S> <C> <C> <C> <C> <C>
1997 1996++ 1995++ 1994++ 1993++

Net asset value,
beginning of period $18.78 $13.03 $10.37 $ 7.96 $ 7.50

Income from investment operations:

Net investment loss (.24) (.12) (.13) (.13) (.01)
Net realized and
unrealized gain (loss)
on investments (4.98) 6.66 3.79 2.70 .47
Total from investment
operations (5.22) 6.54 3.66 2.57 .46
Less:
Distributions from net
capital gains (.98) (.79) (1.00) (.16) -0-
Net asset value,
end of period $12.58 $18.78 $13.03 $10.37 $ 7.96
Total return (28.94)% 51.29 38.72% 32.22% 28.37%+
Ratios/supplemental data:
Net assets, end of
period (millions) $ 75.3 $ 92.3 $ 12.5 $ 3.3 $ 1.0
Ratio of expenses to average net assets:
Before expense
reimbursement 1.90% 1.97% 3.08% 5.14% 13.15%+
After expense
reimbursement 1.90% 1.97% 2.63% 2.49% 2.42%+
Ratio of net investment loss to average net assets:
Before expense
reimbursement (1.25%) (1.16%) (2.76%) (4.93%) (12.38%)+
After expense
reimbursement (1.25%) (1.16%) (2.31%) (2.28%) (1.65%)+
Portfolio turnover rate 86.88% 92.45% 124.86% 90.63% 15.15%
Average commission rate
paid per share $.0608 - - - -

*Commencement of operations.
+Annualized.
++Per share data has been restated to give a 2-for-1 stock split to shareholders
of record as of the close on June 3, 1996. For fiscal years beginning on or
after September 1, 1995, a fund is required to disclose its average commission
rate per share for security trades on which commissions are charged. This amount
may vary from period to period and fund to fund depending on the mix of trades
executed in various markets where trading practices and commission rate
structures may differ.

</TABLE>

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment objective of the Fund is capital appreciation. The primary
approach of the Fund is to purchase common stocks of companies which the Advisor
believes to be attractive investments with capital appreciation potential on an
individual issuer basis. There is, of course, no assurance that the Fund's
objective will be achieved. Because prices of common stocks and other securities
fluctuate, the value of an investment in the Fund will vary, as the market value
of its investment portfolio changes. The Fund is diversified, which under
applicable federal law means that as to 75% of its total assets, no more than 5%
may be invested in the securities of a single issuer and that no more than 10%
of its total assets may be invested in the voting securities of such issuer. The
Fund may make use of investment techniques which involve higher than average
risk, such as leveraging and short sales. See pages 5-6.

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

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

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

Smaller and Newer Companies. Many of the companies held by the Fund may be
smaller and younger than companies whose shares are traded on the major stock
exchanges. Accordingly, shares of these companies, which typically trade
over-the-counter, may be more volatile than those of larger exchange-listed
companies. New or improved products or methods of development may have a
substantial impact on the earnings and revenues of such companies, and any such
positive and negative developments could have a corresponding positive or
negative effect on the value of their shares. Many of these companies are thinly
traded. In addition, the Fund and other client accounts of the Advisor, on a
collective basis, may hold a significant percentage of a company's outstanding
shares. When making larger sales, the Fund might have to sell at discount from
quoted prices or may have to make a series of small sales over an extended
period of time. For these reasons, when the Fund holds a substantial position in
these types of companies, the net asset value of the Fund may be more volatile.
The Fund may not be appropriate for short-term investors.
Repurchase Agreements. The Fund may enter into repurchase agreements in
order to earn additional income on available cash, or as a defensive investment
in periods when the Fund is primarily invested in instruments with short-term
maturities. A repurchase agreement is a short-term investment in which the
purchaser (i.e., the Fund) acquires ownership of a U.S. Government security
(which may be of any maturity) and the seller agrees to repurchase the
obligation at a future time at a set price, thereby determining the yield during
the purchaser's holding period (usually not more than seven days from the date
of purchase). Any repurchase transaction in which the Fund engages will require
full collateralization of the seller's obligation during the entire term of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller, the Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Fund intends to enter into repurchase
agreements only with banks with assets of $500 million or more that have
deposits insured by the Federal Deposit Insurance Corporation and are deemed to
be the most creditworthy registered U.S. Government securities dealers pursuant
to procedures adopted and regularly reviewed by the Trust's Board of Trustees.
Creditworthiness of the banks and securities dealers with whom the Fund engages
in repurchase transactions is monitored under procedures adopted by the Board of
Trustees. The Fund will not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements maturing in more than seven days.

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

Foreign Securities. The Fund may invest up to 10% of its total assets in
U.S. dollar-denominated securities of foreign issuers, including American
Depositary Receipts with respect to securities of foreign issuers. There may be
less publicly available information about these issuers than is available about
companies in the U.S. and foreign auditing requirements may not be comparable to
those in the U.S. In addition, the value of the foreign securities may be
adversely affected by movements in the exchange rates between foreign currencies
and the U.S. dollar, as well as other political and economic developments,
including the possibility of expropriation, confiscatory taxation, exchange
controls or other foreign governmental restrictions. The Fund may also invest
without limit in securities of foreign issuers which are listed and traded on a
domestic national securities exchange.

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

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

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

The dollar amount of short sales at any one time (not including short sales
against the box) may not exceed 25% of the net assets of the Fund and it is
expected that normally the dollar amount of such sales will not exceed 10% of
the net assets of the Fund.

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

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

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

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

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

MANAGEMENT OF THE FUND

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

Under an Advisory Agreement, the Advisor provides the Fund with advice on
buying and selling securities, manages the investments of the Fund, furnishes
the Fund with office space and certain administrative services, and provides
most of the personnel needed by the Fund. As compensation, the Fund pays the
Advisor a monthly management fee (accrued daily) based upon the average daily
net assets of the Fund at the rate of 1.00% annually.

Under an Administration Agreement, Investment Company Administration
Corporation (the "Administrator") prepares various federal and state regulatory
filings, reports and returns for the Fund, prepares reports and materials to be
supplied to the Trustees, monitors the activities of the Fund's custodian,
transfer agent and accountants, and coordinates the preparation and payment of
Fund expenses and reviews the Fund's expense accruals. For its services, the
Administrator receives an annual fee based on the following table:

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

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

The Fund is responsible for its own operating expenses. The Advisor has
agreed to reduce its fees or reimburse the Fund for its annual operating
expenses which exceed 2.50%. The Advisor also may reimburse additional amounts
to the Fund at any time in order to reduce the Fund's expenses. To the extent
the Advisor performs a service for which the Fund is obligated to pay, the Fund
shall reimburse the Advisor for its costs incurred in rendering such service.

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, the Advisor's relationship with the broker or dealer, the broker or
dealer's ability to handle low volume, small capitalization stocks 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 by broker-dealers as a factor in selecting broker-dealers for the
Fund's portfolio transactions.

HOW TO INVEST IN THE FUND

The minimum initial investment is $2,500. Subsequent investments must be at
least $100. Investments in retirement plans may be for minimums of $1,000 and
$100, respectively. First Fund Distributors, Inc., acts as Distributor of the
Fund's shares. The Distributor may, at its discretion, waive the minimum
investment requirements for purchases in conjunction with certain group or
periodic plans. Shares of the Fund are offered continuously for purchase at the
public offering price next determined after a purchase order is received. The
public offering price is effective for orders received by the Fund or investment
dealers prior to the time of the next determination of the Fund's net asset
value and, in the case of orders placed with dealers, transmitted properly to
the Transfer Agent. Orders received after the time of the next determination of
the applicable Fund's net asset value will be entered at the next calculated
public offering price.

The public offering price per share is equal to the net asset value per
share, plus a sales charge, which is reduced on purchases involving amounts of
$50,000 or more, as set forth in the table below. The reduced sales charges
apply to quantity purchases made at one time by a "person," which means (i) an
individual, (ii) members of a family (i.e., an individual, spouse and children
under age 21), or (iii) a trustee or fiduciary of a single trust estate or a
single fiduciary account. In addition, purchases of shares made during a
thirteen month period pursuant to a written Letter of Intent are eligible for a
reduced sales charge. Reduced sales charges are also applicable to subsequent
purchases by a "person," based on the aggregate of the amount being purchased
and the value, at offering price, of shares owned at the time of investment.

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

Purchase Order Placed with Investment Dealers

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

Purchase sent to the Transfer Agent

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

By check. For initial investments, an investor should complete the Fund's
Account Application (included with this Prospectus). The completed Application,
together with a check payable to "Perkins Opportunity Fund" should be mailed to
the Fund's Transfer Agent: Rodney Square Management Corporation, P.O. Box 8987,
Wilmington, DE 19899-9752. A purchase order sent by overnight mail should be
sent to Perkins Opportunity Fund, c/o Rodney Square Management, 1105 North
Market Street, 3rd Floor, Wilmington, DE 19890.

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

By wire. For initial investments, before wiring funds, an investor should
call the Transfer Agent at (800) 280-4779 between the hours of 9:00 a.m. and
4:00 p.m. Eastern time, on a day when the New York Stock Exchange is open for
trading in order to receive an account number. The Transfer Agent will request
the investor's name, address, tax identification number, amount being wired and
wiring bank. The investor should then instruct the wiring bank to transfer funds
by wire to: Wilmington Trust Company, Wilmington, DE, ABA #0311-0009-2. DDA
#2689-8641, for credit to Perkins Opportunity Fund, for further credit to
[investor's name and account number]. The investor should also ensure that the
wiring bank includes the name of the Fund and the account number with the wire.
If the funds are received by the Transfer Agent prior to the time that the
Fund's net asset value is calculated, the funds will be invested on that day;
otherwise they will be invested on the next business day. Finally, the investor
should write the account number provided by the Transfer Agent on the
Application Form and mail the Form promptly to the Transfer Agent.

For all wire investments, the investor must call the Transfer Agent at
(800) 280-4779 when the wire is sent. Failure to do so may cause the purchase
not to be credited. Investors may obtain further information from the Transfer
Agent about remitting funds in this manner and from their own banks about any
fees that may be imposed.

Purchase at Net Asset Value

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

General

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

HOW TO REDEEM AN INVESTMENT IN THE FUND

Direct Redemption

A written request for redemption must be received by the Fund's Transfer
Agent in order to constitute a valid tender for redemption. Redemption requests
should (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) 280-4779 before
4:00 p.m. Eastern time. Redemption proceeds will be mailed or wired at the
shareholder's direction the next business day to the predesignated account. The
minimum amount that may be wired is $1,000 (wire charges, if any, will be
deducted from redemption proceeds).

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

General

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

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account, other than retirement plan
or Uniform Gift to Minors Act accounts, if at any time, due to redemptions by
the shareholder, the total value of a shareholder's account does not equal at
least $1,500. If the Fund determines to make such an involuntary redemption, the
shareholder will first be notified that the value of the account is less than
$1,500 and will be allowed 30 days to make an additional investment to bring the
value of the account to at least $1,500 before the Fund takes any action.

Distribution Agreement

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

Distribution Plan; Shareholder Service Plan

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act (the "Plan") under which the Fund pays the Advisor as Distribution
Coordinator an amount which is accrued daily and paid monthly, at an annual rate
of up to 0.25% of the average daily net assets of the Fund. Amounts paid under
the Plan by the Fund are paid to the Distribution Coordinator to reimburse it
for costs of the services it provides and the expenses it bears in the
distribution of the Fund's shares, including overhead and telephone selling;
printing and distribution of prospectuses and reports used in connection with
the offering of the Fund's shares to prospective investors; and preparation,
printing and distribution of sales literature and advertising materials. Such
fee is paid each year only to the extent of such costs and expenses of the
Distribution Coordinator under the Plan actually incurred in that year, up to
0.25% (currently 0.20%) of the average daily net assets of the Fund for that
year.

In addition, the Fund has entered into a Shareholder Servicing Agreement
with the Distribution Coordinator, under which the Fund pays servicing fees at
an annual rate of up to 0.25% of 1% of the Fund's average daily net assets.
Payments to the Distribution Coordinator under the Shareholder Servicing
Agreement may reimburse it for payments it makes to selected brokers, dealers
and administrators which have entered into Service Agreements for services
provided to shareholders of the Fund. The services provided by such
intermediaries are primarily designed to assist shareholders of the Fund and
include the furnishing of office space and equipment, telephone facilities,
personnel and assistance to the Fund in servicing such shareholders. Services
provided by such intermediaries also include the provision of support services
to the Fund and include establishing and maintaining shareholders' accounts and
records, processing purchase and redemption transactions, answering routine
client inquires regarding the Fund, and providing such other personal services
to shareholders as the Fund may reasonably request.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans

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

Check-A-Matic Plan

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

Systematic Withdrawal Program

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

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

HOW THE FUND'S PER SHARE VALUE IS DETERMINED

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

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

DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

Taxes

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

GENERAL INFORMATION

The Trust

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

Shareholder Rights

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

Performance Information

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

Shareholder Inquiries
Shareholder inquiries should be directed to the Transfer Agent at (800)
280-4779.

Investment Advisor
Perkins Capital Management, Inc.
730 East Lake Street
Wayzata, MN 55391-1769
(612) 473-8367
(888) PERKOPP

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

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

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

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

Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104

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

Prospectus

August 1, 1997

625 Market Street, 16th Floor
San Francisco, California 94105
(415) 547-9135
(800) 385-7003

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

This Prospectus sets forth basic information about the Fund that prospective
investors should know before investing. It should be read and retained for
future reference. The Fund is a series of Professionally Managed Portfolios. A
Statement of Additional Information dated August 1, 1997, as may be amended from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference.

This Statement of Additional Information is available without charge upon
request by calling (800) 385-7003 or (415) 547-9135.

TABLE OF CONTENTS

Expense Table 2
Financial Highlights 3
Objective, Investment Approach and Risk 4
Management of the Fund 6
Distribution Plan 7
How To Invest in the Fund 7
How To Redeem an Investment in the Fund 8
Services Available to the Fund's Shareholders 9
How the Fund's Per Share Value Is Determined 10
Distributions and Taxes 10
General Information 11

Prospectus dated August 1, 1997

EXPENSE TABLE

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases None

Maximum Sales Load Imposed
on Reinvested Dividends None

Deferred Sales Load None

Redemption Fees None

Exchange Fee None

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

Management Fees 1.00%

12b-1 Fees 0.25%

Other Expenses (after waiver) 0.25%

Total Fund Operating Expenses
(after waiver)* 1.50%

*Total operating expenses are capped at 1.50% by agreement with the Advisor. In
the absence of this limitation, the Fund's ratio of expenses to average net
assets would have been 4.09% for the fiscal year ended March 31, 1997.

Example
This table illustrates the net transaction and operating expenses that would be
incurred by an investment in the Fund over different time periods assuming a
$1,000 investment, a 5% annual return, and redemption at the end of:

One year $15

Three years $47

Five years $82

Ten years $179

The Example shown above should not be considered a representation of past or
future expenses and actual expenses may be greater or less than those shown. In
addition, Federal regulations require the Example to assume a 5% annual return,
but the Fund's actual return may be higher or lower. See "Management of the
Fund."

The PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL FUND (the "Fund") is a diversified
series of Professionally Managed Portfolios (the "Trust"), an open-end
management investment company offering redeemable shares of beneficial interest.
Shares are purchased and redeemed at their net asset value per share, without a
sales charge. The minimum initial investment is $1,000, with subsequent minimum
investments of $100 or more, except that the minimum initial investment for
Individual Retirement Accounts is $500. Under the Fund's Distribution (Rule
12b-1) Plan, long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the rules of the National
Association of Securities Dealers.

FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period

The following information has been audited by Tait, Weller & Baker, independent
accountants, whose unqualified report covering the fiscal period ended March 31,
1997 is incorporated by reference herein and appears in the annual report to
shareholders. This information should be read in conjunction with the financial
statements and accompanying notes thereto which appear in the annual report to
shareholders and are incorporated by reference into the Statement of Additional
Information. Further information about the Fund's performance may be included in
its annual report, which may be obtained without charge by writing or calling
the address or telephone number on the Prospectus cover page.

Year Ended Year Ended Year Ended October 1, 1993*
March March March through
31, 1997 31, 1996 31, 1995 March 31, 1994

<S> <C> <C> <C> <C>
Net asset value,
beginning of period $11.22 $ 9.93 $10.46 $10.00
Income from investment operations:
Net investment
income (loss) (.01) .01 .36 (.01)
Net realized and
unrealized gain
(loss) on
investments .90 1.59 (.28) .47
Total from investment
operations .89 1.60 .08 .46
Less distributions:
From net investment
income (.01) (0.31) (.02) -0-
From net capital
gains -0- -0- (.59) -0-
Total distributions (.01) (0.31) (.61) -0-
Net asset value,
end of period $12.10 $11.22 $ 9.93 $10.46

Total return 7.92% 16.17% 0.97% 9.23%+

Ratios/supplemental data:
Net assets, end of
period (millions) $ 4.4 $ 3.3 $ 1.5 $ 0.6
Ratio of expenses to average net assets:
Before expense reimbursement
and waiver 4.09% 4.75% 8.69% 21.93%+
After expense reimbursement
and waiver 1.50% 1.50% 1.50% 1.50%+
Ratio of net investment
income (loss) to
average net assets:
Before expense reimbursement
and waiver (2.64%) (1.97%) (1.97%) (20.74%)+
After expense reimbursement
and waiver (0.05%) 1.28% 5.22% 0.31%+

Portfolio turnover rate 51.13% 120.64% 705.88% 139.26%
Average commission rate
paid per share $.0548 - - -

*Commencement of operations.

+Annualized.

</TABLE>

OBJECTIVE, INVESTMENT APPROACH AND RISK

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

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

The Fund is diversified, which under applicable federal law means that as to 75%
of its total assets, no more than 5% may be invested in the securities of a
single issuer and that no more than 10% of its total assets may be invested in
the voting securities of any such issuer.

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

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

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

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

promotes women to top executive positions and compensates them accordingly

has a high percentage of women directors on the board

has strong support from senior executives for workplace quality

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

monitors hiring and promotion activity closely

offers programs addressing work/family concerns
uses women-owned companies as vendors and service providers

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

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

The following characteristics are viewed negatively when selecting potential
investments:

has a pattern of Equal Employment Opportunity Act violations

promotes sexist stereotypes in the workplace or in their advertising

markets products that adversely affect women

unwillingness to engage in dialogue concerning women's issues

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

sensitive to minority issues

exhibit fair employee relations

provide high quality products or services

sensitive to environmental concerns

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

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

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

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

There may be less publicly available information about these issuers than is
available about companies in the U.S., and foreign auditing requirements may not
be comparable to those in the U.S. In addition, the value of the foreign
securities may be adversely affected by movements in the exchange rates between
foreign currencies and the U.S. dollar, as well as other political and economic
developments, including the possibility of expropriation, confiscatory taxation,
exchange controls or other foreign governmental restrictions. Dividends and
interest on foreign securities may be subject to foreign withholding taxes. The
Fund may also invest without limit in securities of foreign issuers which are
listed and traded on a domestic national securities exchange.

Portfolio Turnover

The normal annual rate of portfolio turnover will usually be under 60%. However,
in periods of unusual market activity, the annual rate of portfolio turnover may
exceed 100%. In general, the Advisor does not consider the rate of portfolio
turnover to be a limiting factor in determining when or whether to purchase or
sell securities in order to achieve the Fund's objective. Higher rates of
portfolio turnover involve greater brokerage commission expenses and can result
in increased taxable capital gain distributions.

Investment Restrictions

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

MANAGEMENT OF THE FUND

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. The Fund's Advisor is
Pro-Conscience Funds, Incorporated, a California corporation organized in 1993,
which is located at 625 Market Street, 16th Floor, San Francisco, California
94105. The Advisor develops the Fund's investment policy, including guidelines
and social criteria for screening companies for their policies on behalf of
women, oversees the management of the Fund's investments, furnishes the Fund
with office space and certain administrative services and provides most of the
personnel needed by the Fund. As compensation, the Fund pays the Advisor a
monthly management fee (accrued daily) based on the average daily net assets of
the Fund at the rate of 1.00% annually.

United States Trust Company of Boston is the Sub-Advisor to the Fund. The
Sub-Advisor together with the Advisor is responsible for formulating and
implementing the Fund's investment program. The Sub-Advisor is a
Massachusetts-chartered banking and trust company and is a wholly-owned
subsidiary of UST Corporation, a Massachusetts bank holding company. It is
located at 40 Court Street, Boston, MA 02108. The Sub-Advisor has approximately
$2.8 billion of assets under management. The Trust Department of the Sub-Advisor
has managed funds as a fiduciary since 1895. Ms. Cheryl Smith, Vice President of
the Sub-Advisor, is the Fund's portfolio manager. Ms. Smith is a Chartered
Financial Analyst and a member of the Boston Security Analysts Society and has
been associated with the Sub-Advisor since 1991. Neither the Sub-Advisor nor UST
Corporation is affiliated with United States Trust Company of New York. For its
services, the Sub-Advisor is entitled to receive a Sub-Advisory fee from the
Advisor at the rate of 0.25% of the Fund's average net assets annually.

Investment Company Administration Corporation (the "Administrator") acts as the
Fund's Administrator under an Administrative Management Agreement. Under that
agreement, the Administrator prepares various federal and state regulatory
filings, reports and returns for the Fund, prepares reports and materials to be
supplied to the trustees, monitors the activities of the Fund's custodian,
transfer agent and accountants, and coordinates the preparation and payment of
Fund expenses and reviews the Fund's expense accruals. For its services, the
Administrator receives a monthly fee at the following annual rate:

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

The Fund is responsible for its own operating expenses. The Advisor has
undertaken to reduce its fees or reimburse the Fund for its annual operating
expenses that exceed 1.50% of the Fund's average daily net assets. Brokerage
commissions for securities transactions of the Fund are not included in the
expenses subject to this 1.50% cap. The Advisor also may reimburse additional
amounts to the Fund at any time in order to reduce the Fund's expenses. To the
extent the Advisor performs a service for which the Fund is obligated to pay,
the Fund shall reimburse the Advisor for its costs incurred in rendering such
service.

DISTRIBUTION PLAN

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

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

HOW TO INVEST IN THE FUND

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

By Check:
Initial Investment. Complete the Fund's Account Application (included with this
Prospectus). Make your check payable to "Pro-Conscience Women's Equity Mutual
Fund." Mail or deliver the completed Account Application and your check to:
Pro-Conscience Women's Equity Mutual Fund, P.O. Box 640856, Cincinnati, OH
45264-0856. For purchases by overnight mail, please contact the Transfer Agent
at (800) 385-7003 for instructions.

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

By Wire:
Initial Investment. Before wiring funds, call the Fund at (800) 385-7003 to
advise that you intend to make an initial investment by wire and to receive an
account number. Provide your name, and the dollar amount to be invested.
Complete the Fund's Account Application (included with this Prospectus). Be sure
to include the date and the order confirmation number. Mail or deliver the
completed Application to the appropriate address shown at the top of the Account
Application.

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

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

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

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

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

HOW TO REDEEM AN INVESTMENT IN THE FUND

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

Direct Redemption
A written request for redemption must be received by the Fund's Transfer Agent
in order to constitute a valid tender for redemption. Redemption requests should
be sent to Women's Equity Mutual Fund, American Data Services, Inc., P. O. Box
5536, Hauppauge, NY 11788-0132. To protect the Fund and its shareholders, a
signature guarantee is required for certain transactions, including redemptions.
Signature(s) on the redemption request must be guaranteed by an "eligible
guarantor institution" as defined in the federal securities laws; these
institutions include banks, broker-dealers, credit unions and savings
institutions. A broker-dealer guaranteeing signatures must be a member of a
clearing corporation or maintain net capital of at least $100,000. Credit unions
must be authorized to issue signature guarantees. Signature guarantees will be
accepted from any eligible guarantor institution which participates in a
signature guarantee program. A notary public is not an acceptable guarantor.

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

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

General
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.

SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS

Retirement Plans
The Fund offers a prototype Individual Retirement Account ("IRA") plan and
information is available from the Distributor or from your securities dealer
with respect to Keogh, Section 403(b) and other retirement plans offered.
Investors should consult a tax adviser before establishing any retirement plan.

Check-A-Matic Plan
For the convenience of shareholders, the Fund offers a preauthorized check
service under which a check is automatically drawn on the shareholder's personal
checking account each month for a predetermined amount (but not less than $50).
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 recognition of a gain or loss for federal income tax
purposes. In addition, if the amount withdrawn exceeds the dividends credited to
the shareholder's account, the account ultimately may be depleted.

HOW THE FUND'S SHARE VALUE IS DETERMINED

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

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

DISTRIBUTIONS AND TAXES

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

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

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

GENERAL INFORMATION

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

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

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

Shareholder Inquiries
Shareholder inquiries should be directed to the Fund at the number shown on the
cover of the Prospectus.

Advisor

Pro-Conscience Funds Incorporated
625 Market Street, 16th Floor
San Francisco, California 94105
(415) 547-9135

Distributor

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

Custodian

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

Transfer and Shareholder Service Agent

American Data Services
P. O. Box 5536
Hauppauge, NY 11788-0132

Auditors

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

Legal Counsel

Paul, Hastings, Janofsky, Walker LLP
345 California Street
San Francisco, California 94104

August 1, 1997

625 Market Street, 16th Floor
San Francisco, California 94105
(415) 547-9135
(800) 385-7003

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

AVONDALE TOTAL RETURN FUND
a series of
PROFESSIONALLY MANAGED PORTFOLIOS
1105 Holliday
Wichita Falls, Texas 76301
(817) 761-3777
(800) 385-7003

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the prospectus of the Avondale Total Return Fund (the
"Fund"). A copy of the prospectus of the Fund dated August 1, 1997 is available
by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies...............................................................................B-2
Investment Restrictions.........................................................................................B-4
Distributions and Tax Information...............................................................................B-6
Trustees and Executive Officers.................................................................................B-8
The Fund's Investment Advisor..................................................................................B-10
The Fund's Administrator.......................................................................................B-11
The Fund's Distributor.........................................................................................B-12
Execution of Portfolio Transactions............................................................................B-12
Additional Purchase and Redemption Information.................................................................B-14
Determination of Share Price...................................................................................B-15
Performance Information........................................................................................B-16
General Information............................................................................................B-17
Financial Statements...........................................................................................B-18
Appendix.......................................................................................................B-19
</TABLE>

Avondale SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end management
investment company organized as a Massachusetts business trust. The Trust
consists of various series which represent separate investment portfolios. This
Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Avondale Total Return Fund is a mutual fund with the investment
objective of seeking the combination of income and capital appreciation that
will produce the maximum total return consistent with reasonable risk. The Fund
seeks to achieve its objective by investing primarily in equity securities
(common and preferred stocks) and higher quality fixed income obligations. The
balance between debt and equity securities may be adjusted based upon the market
interpretation of the Investment Advisor of the Fund. The following discussion
supplements the discussion of the Fund's investment objective and policies as
set forth in the Prospectus. There can be no assurance the objective of the Fund
will be attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 10% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

Avondale SAI B-2

<PAGE>

being able to sell the security. Delays may involve loss of interest or a
decline in price of the U.S. Government security. If a court characterizes the
transaction as a loan and the Fund has not perfected a security interest in the
U.S. Government security, the Fund may be required to return the security to the
seller's estate and be treated as an unsecured creditor of the seller. As an
unsecured creditor, the Fund would be at the risk of losing some or all of the
principal and income involved in the transaction. As with any unsecured debt
instrument purchased for the Fund, the Investment Advisor seeks to minimize the
risk of loss through repurchase agreements by analyzing the creditworthiness of
the obligor, in this case the seller of the U.S. Government security.

Apart from the risk of bankruptcy or insolvency proceedings, there is
also the risk that the seller may fail to repurchase the security. However, the
Fund will always receive as collateral for any repurchase agreement to which it
is a party securities acceptable to it, the market value of which is equal to at
least 100% of the amount invested by the Fund plus accrued interest, and the
Fund will make payment against such securities only upon physical delivery or
evidence of book entry transfer to the account of its Custodian. If the market
value of the U.S. Government security subject to the repurchase agreement
becomes less than the repurchase price (including interest), the Fund will
direct the seller of the U.S. Government security to deliver additional
securities so that the market value of all securities subject to the repurchase
agreement will equal or exceed the repurchase price. It is possible that the
Fund will be unsuccessful in seeking to impose on the seller a contractual
obligation to deliver additional securities.

Lending of Portfolio Securities

As noted in the Prospectus, the Fund may lend up to 30% of its
portfolio securities in order to generate additional income. The Fund may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the income earned on the cash to the borrower or
placing broker. Loans are subject to termination at the option of the Fund or
the borrower at any time.

When-Issued Securities

The Fund may from time to time purchase securities on a "when-issued"
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase; during the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. To the extent that assets of the Fund are
held in cash pending the settlement of a purchase of securities, the Fund would
earn no income; however, it is the Fund's intention to be fully invested to the
extent practicable and subject to the policies stated above. While when-issued
securities may be sold prior to the settlement date, the Fund intends to
purchase such securities with the purpose of actually acquiring them unless a
sale appears desirable for investment reasons. At the time the Fund makes the
commitment to purchase a security on a when-issued basis, it will record the
transaction and reflect the value of the security in determining its net asset
value. The market value of the when-issued securities may be more or less than
the purchase price. The Fund does not believe that its net asset value or income
will be adversely affected by its purchase of securities on a when-issued basis.
The Fund will segregate liquid assets with its Custodian equal in value to
commitments for when-issued securities. Such segregated assets either will
mature or, if necessary, be sold on or before the settlement date.

Foreign Securities

The Fund may invest up to 15% of its total assets in foreign
securities. Foreign economies may differ from the U.S. economy; individual
foreign companies may differ from domestic companies in the same industry and
foreign currencies maybe stronger or weaker than the U.S. dollar. An investment
may be affected by changes in currency rates and in exchange control
regulations, and the Fund may incur transaction charges in exchanging
currencies. Foreign companies are frequently not subject to the accounting and
financial reporting standards applicable to domestic companies, and there may be
less information available about foreign issuers. Foreign stock markets may have
substantially less volume than the New York Stock Exchange, and securities of
foreign issuers may be generally less liquid and more volatile than those of
comparable domestic issuers. There is frequently less government regulation of
exchanges, broker-dealers and issuers than in the United States. In addition,
investments in foreign countries are subject to the possibility of expropriation
or confiscatory taxation, political or social instability or diplomatic
developments that could adversely affect the value of those investments.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by
the Fund and (unless otherwise noted) are fundamental and cannot be changed
without the affirmative vote of a majority of the Fund's outstanding voting
securities as defined in the 1940 Act. The Fund may not:

1. With respect to 75% of its total assets: (a) invest more than 5% of
its total assets (taken at market value at the time of investment) in the
securities of any one issuer, or (b) acquire more than 10% of the outstanding
voting securities of any one issuer (at the time of acquisition); except that
this restriction does not apply to securities issued or guaranteed by the United
States Government or its agencies or instrumentalities.

2. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objectives and policies, (b)
through the lending of its portfolio securities as described above and in its
Prospectus, or (c) to the extent the entry into a repurchase agreement is deemed
to be a loan.

3. (a) Borrow money, except temporarily for extraordinary or emergency
purposes from a bank and then not in excess of 10% of its total assets (at the
lower of cost or fair market value). Any

Avondale SAI B-3

<PAGE>

such borrowing will be made only if immediately thereafter there is an asset
coverage of at least 300% of all borrowings, and no additional investments may
be made while any such borrowings are in excess of 5% of total assets.

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

4. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite securities. (Does not preclude the Fund from obtaining such
short-term credit as may be necessary for the clearance of purchases and sales
of its portfolio securities.)

5. Buy or sell interests in oil, gas or mineral exploration or
development programs, or real estate. (Does not preclude investments in
marketable securities of issuers engaged in such activities.)

6. Purchase or hold securities of any issuer, if, at the time of
purchase or thereafter, any of the Trustees or officers of the Trust or the
Fund's Investment Advisor owns beneficially more than 1/2 of 1%, and all such
Trustees or officers holding more than 1/2 of 1% together own beneficially more
than 5% of the issuer's securities.

7. Purchase or sell commodities or commodity contracts or invest in
put, call, straddle or spread options. (As a matter of operating policy, the
Board of Trustees may authorize the Fund to engage in certain activities
involving options and/or futures for bona fide hedging purposes; any such
authorization will be accompanied by appropriate notification to shareholders.)

8. Invest, in the aggregate, more than 10% of its total assets in
securities with legal or contractual restrictions on resale, securities which
are not readily marketable and repurchase agreements with more than seven days
to maturity.

9. Invest in any issuer for purposes of exercising control or
management.

10. Invest more than 25% of the market value of its assets in the
securities of companies engaged in any one industry. (Does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.)

11. Issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into repurchase
transactions.

The Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote.

Avondale SAI B-4

<PAGE>

12. Invest in securities of other investment companies which would
result in the Fund owning more than 3% of the outstanding voting securities of
any one such investment company, the Fund owning securities of another
investment company having an aggregate value in excess of 5% of the value of the
Fund's total assets, or the Fund owning securities of investment companies in
the aggregate which would exceed 10% of the value of the Fund's total assets.

If a percentage restriction is adhered to at the time of investment, a
subsequent increase or decrease in a percentage resulting from a change in the
values of assets will not constitute a violation of that restriction, except as
otherwise noted.

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Dividends from net investment income and distributions from net profits
from the sale of securities are generally made annually, as described in the
Prospectus after the conclusion of the Fund's fiscal year (March 31). Also, the
Fund expects to distribute any undistributed net investment income on or about
December 31 of each year. Any net capital gains realized through the period
ended October 31 of each year will also be distributed by December 31 of each
year.

Each distribution by the Fund is accompanied by a brief explanation of
the form and character of the distribution. In January of each year the Fund
will issue to each shareholder a statement of the federal income tax status of
all distributions.

Tax Information

Each series of the Trust is treated as a separate entity for federal
income tax purposes. The Fund intends to continue 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"), provided it complies with all
applicable requirements regarding the source of its income, diversification of
its assets and timing of distributions. The Fund's policy is to distribute to
its shareholders all of its investment company taxable income and any net
realized long-term capital gains for each fiscal year in a manner that complies
with the distribution requirements of the Code, so that the Fund will not be
subject to any federal income or excise taxes. To comply with the requirements,
the Fund must also distribute (or be deemed to have distributed) by December 31
of each calendar year (I) at least 98% of its ordinary income for such year,
(ii) at least 98% of the excess of its realized capital gains over its realized
capital losses for the 12-month period ending on October 31 during such year and
(iii) any amounts from the prior calendar year that were not distributed and on
which the Fund paid no federal income tax.

Avondale SAI B-5

<PAGE>

Net investment income consists of interest and dividend income, less
expenses. Net realized capital gains for a fiscal period are computed by taking
into account any capital loss carryforward of the Fund.

Distributions of net investment income and net short-term capital gains
are taxable to shareholders as ordinary income. In the case of corporate
shareholders, a portion of the distributions may qualify for the intercorporate
dividends-received deduction to the extent the Fund designates the amount
distributed as a qualifying dividend. The aggregate amount so designated cannot,
however, exceed the aggregate amount of qualifying dividends received by the
Fund for its taxable year. In view of the Fund's investment policy, it is
expected that dividends from domestic corporations will be part of the Fund's
gross income and that, accordingly, part of the distributions by the Fund may be
eligible for the dividends-received deduction for corporate shareholders.
However, the portion of the Fund's gross income attributable to qualifying
dividends is largely dependent on that Fund's investment activities for a
particular year and therefore cannot be predicted with any certainty. The
deduction may be reduced or eliminated if the Fund shares held by a corporate
investor are treated as debt-financed or are held for less than 46 days.

Distributions of the excess of net long-term capital gains over net
short-term capital losses are taxable to shareholders as long-term capital
gains, regardless of the length of time they have held their shares. Capital
gains distributions are not eligible for the dividends-received deduction
referred to in the previous paragraph. Distributions of any net investment
income and net realized capital gains will be taxable as described above,
whether received in shares or in cash. Shareholders electing to receive
distributions in the form of additional shares will have a cost basis for
federal income tax purposes in each share so received equal to the net asset
value of a share on the reinvestment date. Distributions are generally taxable
when received. However, distributions declared in October, November or December
to shareholders of record on a date in such a month and paid the following
January are taxable as if received on December 31. Distributions are includable
in alternative minimum taxable income in computing a shareholder's liability for
the alternative minimum tax.

A redemption or exchange of Fund shares may result in recognition of a
taxable gain or loss. Any loss realized upon a redemption or exchange of shares
within six months from the date of their purchase will be treated as a long-term
capital loss to the extent of any amounts treated as distributions of long-term
capital gains during such six-month period. In determining gain or loss from an
exchange of Fund shares for shares of another mutual fund, the sales charge
incurred in purchasing the shares that are surrendered will be excluded from
their tax basis to the extent that a sales charge that would otherwise be
imposed in the purchase of the shares received in the exchange is reduced. Any
portion of a sales charge excluded from the basis of the shares surrendered will
be added to the basis of the shares received. Any loss realized upon a
redemption or exchange may be disallowed under certain wash sale rules to the
extent shares of the same Fund are purchased (through reinvestment of
distributions or otherwise) within 30 days before or after the redemption or
exchange.

Avondale SAI B-6

<PAGE>

Under the Code, the Fund will be required to report to the Internal
Revenue Service ("IRS") all distributions of taxable income and capital gains as
well as gross proceeds from the redemption or exchange of Fund shares, except in
the case of exempt shareholders, which includes most corporations. Pursuant to
the backup withholding provisions of the Internal Revenue Code, distributions of
any taxable income and capital gains and proceeds from the redemption of Fund
shares may be subject to withholding of federal income tax at the rate of 31
percent in the case of non-exempt shareholders who fail to furnish the Fund with
their taxpayer identification numbers and with required certifications regarding
their status under the federal income tax law. If the withholding provisions are
applicable, any such distributions and proceeds, whether taken in cash or
reinvested in additional shares, will be reduced by the amounts required to be
withheld. Corporate and other exempt shareholders should provide the Fund with
their taxpayer identification numbers or certify their exempt status in order to
avoid possible erroneous application of backup withholding. The Fund reserves
the right to refuse to open an account for any person failing to provide a
certified taxpayer identification number.

The Fund will not be subject to tax in the Commonwealth of
Massachusetts as long as it qualifies as a regulated investment company for
federal income tax purposes. Distributions and the transactions referred to in
the preceding paragraphs may be subject to state and local income taxes, and the
tax treatment thereof may differ from the federal income tax treatment.
Moreover, the above discussion is not intended to be a complete discussion of
all applicable federal tax consequences of an investment in the Fund.
Shareholders are advised to consult with their own tax advisers concerning the
application of federal, state and local taxes to an investment in the Fund.

The foregoing discussion of U.S. federal income tax law relates solely
to the application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Fund, including the possibility that such a shareholder may be
subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary income.

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

TRUSTEES AND EXECUTIVE OFFICERS

The Trustees of the Trust, who were elected for an indefinite term by
the initial shareholders of the Trust, are responsible for the overall
management of the Trust, including general supervision and review of the
investment activities of the Fund. The Trustees, in turn, elect the officers of
the Trust, who are responsible for administering the day-to-day operations of
the Trust and its separate series. The current Trustees and officers and their
affiliations and principal occupations for the past five years are set forth
below.

Avondale SAI B-7

<PAGE>

Steven J. Paggioli,* 47 President and Trustee

479 West 22nd Street, New York, New York 10011. Executive Vice President, The
Wadsworth Group (consultants) since 1986; Executive Vice President of Investment
Company Administration Corporation ("ICAC") (mutual fund administrator and the
Trust's administrator),and Vice President of First Fund Distributors, Inc.
("FFD") (a registered broker-dealer and the Fund's Distributor) since 1990.

Dorothy A. Berry, 52 Trustee

40 Maple Lane, Copake, NY 12516. President, Talon Industries (venture capital
and business consulting); formerly Chief Operating Officer, Integrated Asset
Management (investment advisor and manager) and formerly President, Value Line,
Inc., (investment advisory and financial publishing firm).

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

2 Crown Lane, Savannah, GA 31411. Private Investor. Formerly Managing Director,
Premier Solutions, Ltd. Formerly President and Founder, National Investor Data
Services, Inc. (investment related computer software).

Rowley W.P. Redington, 51 Trustee

1191 Valley Road, Clifton, New Jersey 07103. President; Intertech (consumer
electronics and computer service and marketing); formerly Vice President, PRS of
New Jersey, Inc. (management consulting), and Chief Executive Officer, Rowley
Associates (consultants).

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Avondale SAI B-8

<PAGE>

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

Set forth below is the rate of compensation received by the following
Trustees from the Fund and all other portfolios of the Trust. This total amount
is allocated among the portfolios. Disinterested trustees receive an annual
retainer of $7,500 and a fee of $2,500 for each regularly scheduled meeting.
These trustees also receive a fee of $1000 for any special meeting attended. The
Chairman of the Board of Trustees receives an additional annual retainer of
$4,500. Disinterested trustees are also reimbursed for expenses in connection
with each Board meeting attended. No other compensation or retirement benefits
were received by any Trustee or officer from the Fund or any other portfolios of
the Trust.

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees' fees and
expenses in the amount of $4,328 were allocated to the Fund. As of the date of
this Statement of Additional Information, the Trustees and Officers of the Trust
as a group did not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided
to the Fund by Herbert R. Smith, Incorporated, the Manager, pursuant to an
Investment Advisory Agreement. The Agreement continues in effect from year to
year so long as such continuation is approved at least annually by (1) the Board
of Trustees of the Trust or the vote of a majority of the outstanding shares of
the Fund, and (2) a majority of the Trustees who are not interested persons of
any party to the Agreement, in each case cast in person at a meeting called for
the purpose of voting on such approval. The Agreement may be terminated at any
time, without penalty, by either the Fund or the Manager upon sixty days'
written notice and is automatically terminated in the event of its assignment as
defined in the 1940 Act.

For the fiscal years ended March 31, 1995, March 31, 1996 and March 31,
1997, the Manager received investment advisory fees of $44,869, $58,529 and
$71,531 under the Agreement.

Avondale SAI B-9

<PAGE>

Herbert R. Smith, Incorporated is independently owned by its officers.
Herbert R. Smith is the Chairman, Chief Executive Officer and a Director of the
Manager and owns a controlling interest in the Investment Advisor.

The use of the name "Avondale" by the Fund is pursuant to a license
granted by the Investment Advisor, and in the event the Investment Advisory
Agreement with the Fund is terminated, the Investment Advisor has reserved the
right to require the Fund to remove any references to the name "Avondale."

The Investment Advisory Agreement continues in effect for successive
annual periods so long as such continuation is approved at least annually by the
vote of (1) the Board of Trustees of the Trust (or a majority of the outstanding
shares of the Fund to which the agreement applies), and (2) a majority of the
Trustees who are not interested persons of any party to the Agreement, in each
case cast in person at a meeting called for the purpose of voting on such
approval. Any such agreement may be terminated at any time, without penalty, by
either party to the agreement upon sixty days' written notice and is
automatically terminated in the event of its "assignment," as defined in the
1940 Act.

THE FUND'S ADMINISTRATOR

The Fund has an Administration Agreement with Investment Company
Administration Corporation (the "Administrator"), a corporation owned and
controlled by Messrs. Banhazl, Paggioli and Wadsworth with offices at 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018. The Administration Agreement
provides that the Administrator will prepare and coordinate reports and other
materials supplied to the Trustees; prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports, prospectuses,
statements of additional information, marketing materials, tax returns,
shareholder reports and other regulatory reports or filings required of the
Fund; prepare all required filings necessary to maintain the Fund's
qualification and/or registration to sell shares in all states where the Fund
currently does, or intends to do business; coordinate the preparation, printing
and mailing of all materials (e.g., Annual Reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Fund and the Administrator. For its
services, the Administrator receives an annual fee equal to the greater of .15%
of the Fund's average daily net assets or $30,000, provided that if the Fund's
annual operating expenses exceed $90,000 after waiver of the Investment
Advisor's fee, and if the net assets of the Fund are $5 million or less, the
Administrator will waive its fee in an amount equal to such excess.

During each of the fiscal years ended March 31, 1995, March 31, 1996
and March 31, 1997, respectively, the Administrator and its predecessor received
fees of $30,000.

Avondale SAI B-10

<PAGE>

THE FUND'S DISTRIBUTOR

First Fund Distributors, Inc., (the "Distributor"), a corporation owned
by Mr. Banhazl, Mr. Paggioli and Mr. Wadsworth, acts as the Fund's principal
underwriter in a continuous public offering of the Fund's shares. The
Distribution Agreement between the Fund and the Distributor continues in effect
for periods not exceeding one year if approved at least annually by (i) the
Board of Trustees or the vote of a majority of the outstanding shares of the
Fund (as defined in the 1940 Act) and (ii) a majority of the Trustees who are
not interested persons of any such party, in each case cast in person at a
meeting called for the purpose of voting on such approval. The Distributing
Agreement may be terminated without penalty by the parties thereto upon sixty
days' written notice, and is automatically terminated in the event of its
assignment as defined in the 1940 Act.

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Agreement, the Manager determines
which securities are to be purchased and sold by the Fund and which
broker-dealers will be used to execute the Fund's portfolio transactions.
Purchases and sales of securities in the over-the-counter market will be
executed directly with a "market-maker" unless, in the opinion of the Manager, a
better price and execution can otherwise be obtained by using a broker for the
transaction.

Purchases of portfolio securities for the Fund also may be made
directly from issuers or from underwriters. Where possible, purchase and sale
transactions will be effected through dealers (including banks) which specialize
in the types of securities which the Fund will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principal for their own account. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one broker, dealer or underwriter are comparable, the
order may be allocated to a broker, dealer or underwriter that has provided
research or other services as discussed below.

In placing portfolio transactions, the Manager will use its best
efforts to choose a broker-dealer capable of providing the services necessary to
obtain the most favorable price and execution available. The full range and
quality of services available will be considered in making these determinations,
such as the size of the order, the difficulty of execution, the operational
facilities of the firm involved, the firm's risk in positioning a block of
securities, and other factors. In those instances where it is reasonably
determined that more than one broker-dealer can offer the most favorable price
and execution available, consideration may be given to those broker-dealers
which furnish or supply research and statistical information to the Manager that
it may lawfully and appropriately use in its investment advisory capacities, as
well as provide other services in addition to execution services. The Manager
considers such information, which is in addition to and not in lieu of the
services required to be performed by it under its Agreement with the Fund, to be
useful

Avondale SAI B-11

<PAGE>

in varying degrees, but of indeterminable value. Portfolio transactions may be
placed with broker-dealers who sell shares of the Fund subject to rules adopted
by the National Association of Securities Dealers, Inc.

While it is the Fund's general policy to seek first to obtain the most
favorable price and execution available, in selecting a broker-dealer to execute
portfolio transactions for the Fund, weight is also given to the ability of a
broker-dealer to furnish brokerage and research services to the Fund or to the
Manager, even if the specific services are not directly useful to the Fund and
may be useful to the Manager in advising other clients. In negotiating
commissions with a broker or evaluating the spread to be paid to a dealer, the
Fund may therefore pay a higher commission or spread than would be the case if
no weight were given to the furnishing of these supplemental services, provided
that the amount of such commission or spread has been determined in good faith
by the Manager to be reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer. The standard of reasonableness
is to be measured in light of the Manager's overall responsibilities to the
Fund. In this regard, during the fiscal year ended March 31, 1997, substantially
all of the brokerage commissions paid by the Fund were directed to the selected
brokers because of research services provided and were effected at rates
believed by the Manager to be higher than otherwise obtainable, but reasonable
in relation to the services provided. The services obtained by this allocation
of brokerage included the Bridge Trading System software and data access fees
and research reports from William O'Neil & Co.

Investment decisions for the Fund are made independently from those of
other client accounts or mutual funds ("Funds") managed or advised by the
Manager. Nevertheless, it is possible that at times identical securities will be
acceptable for both the Fund and one or more of such client accounts. In such
event, the position of the Fund and such client account(s) in the same issuer
may vary and the length of time that each may choose to hold its investment in
the same issuer may likewise vary. However, to the extent any of these client
accounts seeks to acquire the same security as the Fund at the same time, the
Fund may not be able to acquire as large a portion of such security as it
desires, or it may have to pay a higher price or obtain a lower yield for such
security. Similarly, the Fund may not be able to obtain as high a price for, or
as large an execution of, an order to sell any particular security at the same
time. If one or more of such client accounts simultaneously purchases or sells
the same security that the Fund is purchasing or selling, each day's
transactions in such security will be allocated between the Fund and all such
client accounts in a manner deemed equitable by the Manager, taking into account
the respective sizes of the accounts and the amount being purchased or sold. It
is recognized that in some cases this system could have a detrimental effect on
the price or value of the security insofar as the Fund is concerned. In other
cases, however, it is believed that the ability of the Fund to participate in
volume transactions may produce better executions for the Fund.

The Fund does not effect securities transactions through brokers solely
for selling shares of the Fund, although the Fund may consider the sale of
shares as a factor in allocating brokerage. However, as stated above,
broker-dealers who execute brokerage transactions may effect purchases of shares
of the Fund for their customers.

Avondale SAI B-12

<PAGE>

The Fund does not use the Distributor to execute its portfolio
transactions. For the fiscal years ended March 31, 1995, March 31, 1996 and
March 31, 1997, respectively, the aggregate brokerage commissions paid by the
Fund were $12,690, $15,895 and $16,852.

In-Kind Purchases

The Fund issues shares for consideration other than cash only where
there is a bona fide reorganization, statutory merger, or where the securities
to be acquired meet the investment objectives and policies of the Fund, are
acquired for investment and not for resale, and liquid and not restricted as to
transfer either by law or market liquidity, and have a value which is readily
ascertainable (and not established only by valuation procedures), as evidenced
by a listing on the American Stock Exchange, the New York Stock Exchange or
NASDAQ.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Trust reserves the right in its sole discretion (i) to suspend the
continued offering of the Fund's shares, (ii) to reject purchase orders in whole
or in part when in the judgment of the Manager or the Distributor such rejection
is in the best interest of the Fund, and (iii) to reduce or waive the minimum
for initial and subsequent investments for certain fiduciary accounts or under
circumstances where certain economies can be achieved in sales of the Fund's
shares.

Payments to shareholders for shares of the Fund redeemed directly from
the Fund will be made as promptly as possible but no later than seven days after
receipt by the Fund's Transfer Agent of the written request in proper form, with
the appropriate documentation as stated in the Prospectus, except that the Fund
may suspend the right of redemption or postpone the date of payment during any
period when (a) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio securities or valuation of net assets of the Fund not reasonably
practicable; or (c) for such other period as the SEC may permit for the
protection of the Fund's shareholders. At various times, the Fund may be
requested to redeem shares for which it has not yet received confirmation of
good payment; in this circumstance, the Fund may delay the redemption until
payment for the purchase of such shares has been collected and confirmed to the
Fund.

The Fund intends to pay cash (U.S. dollars) for all shares redeemed,
but, under abnormal conditions which make payment in cash unwise, the Fund may
make payment partly in securities with a current market value equal to the
redemption price. Although the Fund does not anticipate that it will make any
part of a redemption payment in securities, if such payment were made, an
investor may incur brokerage costs in converting such securities to cash. The
Fund has elected to be governed by the provisions of Rule 18f-1 under the 1940
Act, which contains a formula for determining the minimum redemption amounts
that must be paid in cash.

Avondale SAI B-13

<PAGE>

The value of shares on redemption or repurchase may be more or less
than the investor's cost, depending upon the market value of the Fund's
portfolio securities at the time of redemption or repurchase.

Check-A-Matic

As discussed in the Prospectus, the Fund provides a Check-A-Matic Plan
for the convenience of investors who wish to purchase shares of the Fund on a
regular basis. All record keeping and custodial costs of the Check-A-Matic Plan
are paid by the Fund. The market value of the Fund's shares is subject to
fluctuation, so before undertaking any plan for systematic investment, the
investor should keep in mind that this plan does not assure a profit nor protect
against depreciation in declining markets.

DETERMINATION OF SHARE PRICE

As noted in the Prospectus, the net asset value and offering price of
shares of the Fund will be 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 that the Exchange is open for trading. It is expected that the Exchange
will be closed on Saturdays and Sundays and on New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas. The Fund does not expect to determine the net asset value of its
shares on any day when the Exchange is not open for trading even if there is
sufficient trading in its portfolio securities on such days to materially affect
the net asset value per share.

In valuing the Fund's assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or on
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.
Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board of Trustees of the
Trust shall determine in good faith to reflect the security's fair value. All
other assets of each Fund are valued in such manner as the Board of Trustees in
good faith deems appropriate to reflect their fair value.

The net asset value per share of the Fund is calculated as follows: all
liabilities incurred or accrued are deducted from the valuation of total assets
which includes accrued but undistributed income; the resulting net assets are
divided by the number of shares of the Fund outstanding at the time of the
valuation and the result (adjusted to the nearest cent) is the net asset value
per share.

Avondale SAI B-14

<PAGE>

PERFORMANCE INFORMATION

From time to time, the Fund may state its total return in
advertisements and investor communications. Total return may be stated for any
relevant period as specified in the advertisement or communication. Any
statements of total return will be accompanied by information on the Fund's
average annual compounded rate of return over the most recent four calendar
quarters and 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 may be compared to relevant indices, including
Standard & Poor's 500 Composite Stock Index and indices published by Lipper
Analytical Services, Inc. From time to time, evaluations of a Fund's performance
by independent sources may also be used in advertisements and in information
furnished to present or prospective investors in the Funds.

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
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.

The Fund's average annual compounded rate of return is determined by
reference to a hypothetical $1,000 investment that includes capital appreciation
and depreciation for the stated period, according to the following formula:

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

Aggregate total return is calculated in a similar manner, except that
the results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

The average annual compounded rate of returns, or total return, for the
Fund for the one year and five year periods and from the period from inception
of the Fund on October 12, 1988 through March 31, 1997 were 1.10%, 8.38% and
8.93%, respectively.

Avondale SAI B-15

<PAGE>

GENERAL INFORMATION

Investors in the Fund will be informed of the Fund's progress through
periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.

Star Bank N.A., 425 Walnut Street, Cincinnati, OH 45202 acts as
Custodian of the securities and other assets of the Fund. American Data
Services, Inc., P.O. Box 5536, Hauppauge, NY 11788- 0132 is the Fund's transfer
and shareholder service agent. The Custodian and Transfer Agent do not
participate in decisions relating to the purchase and sale of securities by the
Fund.

Tait, Weller & Baker, 121 South Broad Street, Philadelphia, PA 19107,
are the independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

The following persons are beneficial owners of more than 5% of the
Fund's outstanding voting securities as of June 23, 1997. An asterisk (*)
denotes an account affiliated with the Fund's investment advisor, officers or
trustees:

Trust Company of Texas, Trustee, Humphrey Printing Co. Profit Sharing Trust,
Dallas, TX 75205; 5.67%.

Star Bank, custodian for Ted F Gingrich IRA Account, Yuba City, CA
95991; 5.73%.

The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Agreement and Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Fund's assets for any shareholder held
personally liable for obligations of the Fund or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Fund or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Fund. The Agreement and Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust's total assets. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Fund itself is unable to meet its
obligations.

Avondale SAI B-16

<PAGE>

The Trust is registered with the SEC as a management investment
company. Such a registration does not involve supervision of the management or
policies of the Fund. The Prospectus of the Fund and this Statement of
Additional Information omit certain of the information contained in the
Registration Statement filed with the SEC. Copies of such information may be
obtained from the SEC upon payment of the prescribed fee.

FINANCIAL STATEMENTS

The annual report to shareholders for the Fund for the fiscal year
ended March 31, 1997 is a separate document supplied with this Statement of
Additional Information and the financial statements, accompanying notes and
report of independent accountants appearing therein are incorporated by
reference in this Statement of Additional Information.

Avondale SAI B-17

<PAGE>

APPENDIX

Description of Bond Ratings*

Moody's Investors Service

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations or protective elements
may be of greater amplitude or there may be other elements present which make
long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements: their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Avondale SAI B-18

<PAGE>

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

Standard & Poor's Corporation

AAA: Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest.

AA: Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A: Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB, B, CCC, CC: Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

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

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

Avondale SAI B-19

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

HARRIS BRETALL SULLIVAN & SMITH GROWTH EQUITY FUND
a series of Professionally Managed Portfolios
One Sansome Street, Suite 3300
San Francisco, CA 94104
(800) 685-4277
(800) 385-7003

This Statement of Additional Information is not a prospectus and should
be read in conjunction with the prospectus of the Harris Bretall Sullivan &
Smith Growth Equity Fund (the "Fund"). A copy of the prospectus of the Fund
dated August 1, 1997 is available by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies ..............................................................................B-2
Investment Restrictions.........................................................................................B-5
Distributions and Tax Information...............................................................................B-7
Trustees and Executive Officers.................................................................................B-9
The Fund's Investment Advisor..................................................................................B-11
The Fund's Administrator.......................................................................................B-12
The Fund's Distributor.........................................................................................B-12
Execution of Portfolio Transactions............................................................................B-12
Additional Purchase and Redemption Information.................................................................B-14
Determination of Share Price...................................................................................B-15
Performance Information........................................................................................B-16
General Information............................................................................................B-17
Financial Statements...........................................................................................B-18
</TABLE>

HBSS SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust. The
Trust consists of various series which represent separate investment portfolios.
This Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is a mutual fund with the investment objective of seeking
growth of capital. The following discussion supplements the discussion of the
Fund's investment objective and policies as set forth in the Prospectus. There
can be no assurance the objective of the Fund will be attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 15% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

For purposes of the Investment Company Act of 1940 (the "1940 Act"), a
repurchase agreement is deemed to be a loan from the Fund to the seller of the
U.S. Government security subject to the repurchase agreement. It is not clear
whether a court would consider the U.S. Government security acquired by the Fund
subject to a repurchase agreement as being owned by the Fund or as being
collateral for a loan by the Fund to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the U.S. Government security before its repurchase under a repurchase
agreement, the Fund may encounter delays and incur costs before being able to
sell the security. Delays may involve loss of interest or a decline in price of
the U.S. Government security. If a court characterizes the transaction as a loan
and the Fund has not perfected a security interest in the U.S. Government
security, the Fund may be required to return the security to the seller's estate
and be treated as an unsecured creditor of the seller. As an unsecured creditor,

HBSS SAI B-2

<PAGE>

the Fund would be at the risk of losing some or all of the principal and income
involved in the transaction. As with any unsecured debt instrument purchased for
the Fund, the investment advisor seeks to minimize the risk of loss through
repurchase agreements by analyzing the creditworthiness of the obligor, in this
case the seller of the U.S. Government security.

When-Issued Securities

Short-Term Investments; U.S. Government and Mortgage Related Securities

As indicated in the prospectus, the Advisor expects that under normal
market conditions, the Fund will stay fully invested and cash levels typically
will not exceed 5% of total assets. However,

HBSS SAI B-3

<PAGE>

at times the Fund may invest in short-term cash equivalent securities either for
temporary, defensive purposes or when the Advisor views the market as
significantly overvalued.

These securities may include U.S. Government securities. U.S.
Government securities include direct obligations issued by the U.S. Treasury,
such as Treasury bills, certificates of indebtedness, notes and bonds. U.S.
Government agencies and instrumentalities that issue or guarantee securities
include, but are not limited to, the Federal National Mortgage Association
("FNMA"), Federal Home Loan Banks, Federal Financing Bank and Student Loan
Marketing Association.

All Treasury securities are backed by the full faith and credit of the
United States. Obligations of U.S. Government agencies and instrumentalities may
or may not be supported by the full faith and credit of the United States. Some,
such as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the FNMA, are supported only by the credit of the instrumentality and not by
the Treasury. If the securities are not backed by the full faith and credit of
the United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert a
claim against the United States in the event that the agency or instrumentality
does not meet its commitment.

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

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

HBSS SAI B-4

<PAGE>

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

In certain mortgage-related securities, all interest payments go to one
class of holders--"interest only" or "IO"--and all of the principal goes to a
second class of holders--"principal only" or "PO". The yield to maturity on an
IO class is extremely sensitive to the rate of principal prepayments on the
related underlying mortgage assets, and a rapid rate of principal payments will
have a material adverse effect on yield to maturity. If the underlying mortgage
assets experience greater than anticipated prepayments of principal, the Fund
may fail to fully recoup its initial investment in these securities, even when
the securities are rated AA or the equivalent. Conversely, if the underlying
mortgage assets experience less than anticipated prepayments of principal, the
yield on a PO class would be materially adversely affected. As interest rates
rise and fall, the value of IO's tends to move in the same direction as interest
rates. The value of the other mortgage-related securities described herein, like
other debt instruments, will tend to move in the opposite direction from
interest rates. In general, the Fund treats IO's and PO's as subject to the
restriction on investments in illiquid instruments except that IO's and PO's
issued by the U.S. Government, its agencies and instrumentalities and backed by
fixed-rate mortgages may be excluded from this limit if, in the judgment of the
Advisor and subject to the oversight of the Trustees such IO's and PO's are
readily marketable.

INVESTMENT RESTRICTIONS

1. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objectives and policies and (b) to
the extent the entry into a repurchase agreement is deemed to be a loan.

2. (a) Borrow money, except as stated in the Prospectus and this
Statement of Additional Information. Any such borrowing will be made only if
immediately thereafter there is an asset coverage of at least 300% of all
borrowing.

HBSS SAI B-5

<PAGE>

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowing.

3. Purchase securities on margin, participate on a joint or joint and
several basis in any securities trading account, or underwrite securities. (Does
not preclude the Fund from obtaining such short-term credit as may be necessary
for the clearance of purchases and sales of its portfolio securities.)

4. Purchase or sell commodities or commodity contracts (however the
Fund reserves the right in the future to engage in futures contracts and options
on futures contracts upon authorization by the Board of Trustees and
notification to shareholders).

5. Invest 25% or more of the market value of its assets in the
securities of companies engaged in any one industry. (Does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.)

6. Issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowing, mortgages or pledges, or (b) entering into options, futures
or repurchase transactions.

7. Invest in any issuer for purposes of exercising control or
management.

The Fund observes the following policies, which are not deemed fundamental and
which may be changed without shareholder vote. The Fund may not:

8. Invest in securities of other investment companies which would
result in the Fund owning more than 3% of the outstanding voting securities of
any one such investment company, the Fund owning securities of another
investment company having an aggregate value in excess of 5% of the value of the
Fund's total assets, or the Fund owning securities of investment companies in
the aggregate which would exceed 10% of the value of the Fund's total assets.

9. Invest, in the aggregate, more than 15% of its net assets in
securities with legal or contractual restrictions on resale, securities which
are not readily marketable and repurchase agreements with more than seven days
to maturity.

HBSS SAI B-6

<PAGE>

DISTRIBUTIONS AND TAX INFORMATION

Distributions

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

Tax Information

HBSS SAI B-7

<PAGE>

dependent on that Fund's investment activities for a particular year and
therefore cannot be predicted with any certainty. The deduction may be reduced
or eliminated if the Fund shares held by a corporate investor are treated as
debt-financed or are held for less than 46 days.

HBSS SAI B-8

<PAGE>

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

TRUSTEES AND EXECUTIVE OFFICERS

Steven J. Paggioli,* 47 President and Trustee

Dorothy A. Berry, 52 Trustee

HBSS SAI B-9

<PAGE>

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

Rowley W.P. Redington, 51 Trustee

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

HBSS SAI B-10

<PAGE>

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees' fees and
expenses in the amount of $2,791 were allocated to the Fund. As of the date of
this Statement of Additional Information, the Trustees and Officers of the Trust
as a group did not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

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 One
Sansome Street, Suite 3300, San Francisco, CA 94104. The Advisor provides
investment advisory services to individual and institutional investors with
assets of approximately $2.8 billion. Mr. John J. Sullivan, Executive Vice
President, Treasurer and Director of the Advisor and Mr. Gordon J. Ceresino,
Executive Vice President and Director of the Advisor are responsible for
management of the Fund's portfolio.

Under the Investment Advisory Agreement with 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.
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 0.75%
annually.

The Adviser has undertaken to limit the Fund's operating expenses to an
annual level of 1.29% of the Fund's average net assets. For the fiscal period
ended March 31, 1997, the Advisor waived its fees of $15,020 and reimbursed the
Fund in the amount of $74,252.

HBSS SAI B-11

<PAGE>

THE FUND'S ADMINISTRATOR

The Fund has an Administration Agreement with Investment Company
Administration Corporation (the "Administrator"), a corporation owned and
controlled by Messrs. Banhazl, Paggioli and Wadsworth with offices at 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018. The Administration Agreement
provides that the Administrator will prepare and coordinate reports and other
materials supplied to the Trustees; prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports, prospectuses,
statements of additional information, marketing materials, tax returns,
shareholder reports and other regulatory reports or filings required of the
Fund; prepare all required filings necessary to maintain the Fund's
qualification and/or registration to sell shares in all states where the Fund
currently does, or intends to do business; coordinate the preparation, printing
and mailing of all materials (e.g., Annual Reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Fund and the Administrator. For its
services, ICAC receives an annual fee equal to 0.12% of the Fund's average daily
net assets up to $25 million, 0.07% of the next $25 million of net assets, 0.05%
of the next $50 million of net assets and 0.03% on assets over $100 million,
with a minimum fee of $30,000. ICAC received fees of $28,351 from the Fund for
the fiscal period ended March 31, 1997.

THE FUND'S DISTRIBUTOR

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Agreement, the Adviser determines
which securities are to be purchased and sold by the Fund and which
broker-dealers will be used to execute the Fund's portfolio transactions.
Purchases and sales of securities in the over-the-counter market will be
executed directly with a "market-maker" unless, in the opinion of the Adviser, a
better price and execution can otherwise be obtained by using a broker for the
transaction.

HBSS SAI B-12

<PAGE>

In placing portfolio transactions, the Adviser will use its best
efforts to choose a broker-dealer capable of providing the services necessary to
obtain the most favorable price and execution available. The full range and
quality of services available will be considered in making these determinations,
such as the size of the order, the difficulty of execution, the operational
facilities of the firm involved, the firm's risk in positioning a block of
securities, and other factors. In those instances where it is reasonably
determined that more than one broker-dealer can offer the most favorable price
and execution available, consideration may be given to those broker-dealers
which furnish or supply research and statistical information to the Adviser that
it may lawfully and appropriately use in its investment advisory capacities, as
well as provide other services in addition to execution services. The Adviser
considers such information, which is in addition to and not in lieu of the
services required to be performed by it under its Agreement with the Fund, to be
useful in varying degrees, but of indeterminable value. Portfolio transactions
may be placed with broker-dealers who sell shares of the Fund subject to rules
adopted by the National Association of Securities Dealers, Inc.

HBSS SAI B-13

<PAGE>

have to pay a higher price or obtain a lower yield for such security. Similarly,
the Fund may not be able to obtain as high a price for, or as large an execution
of, an order to sell any particular security at the same time. If one or more of
such client accounts simultaneously purchases or sells the same security that
the Fund is purchasing or selling, each day's transactions in such security will
be allocated between the Fund and all such client accounts in a manner deemed
equitable by the Adviser, taking into account the respective sizes of the
accounts and the amount being purchased or sold. It is recognized that in some
cases this system could have a detrimental effect on the price or value of the
security insofar as the Fund is concerned. In other cases, however, it is
believed that the ability of the Fund to participate in volume transactions may
produce better executions for the Fund.

The Fund does not use the Distributor to execute its portfolio
transactions. For the fiscal period ended March 31, 1997 the aggregate brokerage
commissions paid by the Fund were $4,429.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

HBSS SAI B-14

<PAGE>

will make any part of a redemption payment in securities, if such payment were
made, an investor may incur brokerage costs in converting such securities to
cash. The Fund has elected to be governed by the provisions of Rule 18f-1 under
the 1940 Act, which contains a formula for determining the minimum redemption
amounts that must be paid in cash.

Check-A-Matic

DETERMINATION OF SHARE PRICE

The net asset value per share of the Fund is calculated as follows: all
liabilities incurred or accrued are deducted from the valuation of total assets
which includes accrued but undistributed

HBSS SAI B-15

<PAGE>

income; the resulting net assets are divided by the number of shares of the Fund
outstanding at the time of the valuation and the result (adjusted to the nearest
cent) is the net asset value per share.

PERFORMANCE INFORMATION

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

The Fund's total return since its inception on May 1, 1996 through the
fiscal period ending March 31, 1997 was 10.36%.

HBSS SAI B-16

<PAGE>

GENERAL INFORMATION

Star Bank N.A., 425 Walnut Street, Cincinnati, OH 45202 acts as
Custodian of the securities and other assets of the Fund. The Custodian does not
participate in decisions relating to the purchase and sale of securities by the
Fund. American Data Services, Inc., P.O. Box 5536, Hauppauge, NY 11788-0132 is
the Fund's Transfer and Dividend Disbursing Agent.

Ernst & Young, 515 S. Flower St., Los Angeles, CA 90071 are the
independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

*W. Graeme Bretall and Norah M. Bretall, Trustees for the Bretall 1994 Living
Trust, Atherton, CA 94027; 5.26%.

Robert Wallace Grant, Hillsborough, CA 94010; 5.24%

First National Bank FBO Photon 401k, La Jolla, CA 92037; 42.11%

Charles Schwab & Co., Inc., Special Custody Account for Exclusive
Benefit of Customers, San Francisco, CA 94104; 7.11%

HBSS SAI B-17

<PAGE>

loss on account of shareholder liability is limited to circumstances in which
both inadequate insurance exists and the Fund itself is unable to meet its
obligations.

FINANCIAL STATEMENTS

HBSS SAI B-18

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

HODGES FUND
a series of
PROFESSIONALLY MANAGED PORTFOLIOS
2905 Maple Avenue
Dallas, Texas 75201
(800) 388-8512
(800) 385-7003

This Statement of Additional Information is not a prospectus and it
should be read in conjunction with the prospectus of the Hodges Fund (the
"Fund"). A copy of the prospectus of the Fund dated August 1, 1997 is available
by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies...............................................................................B-2
Investment Restrictions.........................................................................................B-7
Distributions and Tax Information...............................................................................B-8
Trustees and Executive Officers................................................................................B-11
The Fund's Investment Advisor..................................................................................B-13
The Fund's Administrator.......................................................................................B-14
The Fund's Distributor.........................................................................................B-14
Execution of Portfolio Transactions............................................................................B-15
Additional Purchase and Redemption Information.................................................................B-17
Determination of Share Price...................................................................................B-18
Performance Information........................................................................................B-18
General Information............................................................................................B-19
Financial Statements...........................................................................................B-20
</TABLE>

Hodges SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust. The
Trust consists of various series which represent separate investment portfolios.
This Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Hodges Fund is a mutual fund with the investment objective of
seeking capital appreciation. The following discussion supplements the
discussion of the Fund's investment objective and policies as set forth in the
Prospectus. There can be no assurance the objective of the Fund will be
attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 15% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

Hodges SAI B-2

<PAGE>

When-Issued Securities

U. S. Government Securities

U.S. Government securities in which the Fund may invest include direct
obligations issued by the U.S. Treasury, such as Treasury bills, certificates of
indebtedness, notes and bonds. U.S.

Hodges SAI B-3

<PAGE>

Government agencies and instrumentalities that issue or guarantee securities
include, but are not limited to, the Federal Housing Administration, Federal
National Mortgage Association, Federal Home Loan Banks, Government National
Mortgage Association, International Bank for Reconstruction and Development and
Student Loan Marketing Association.

All Treasury securities are backed by the full faith and credit of the
United States. Obligations of U.S. Government agencies and instrumentalities may
or may not be supported by the full faith and credit of the United States. Some,
such as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal National Mortgage Association, are supported only by the credit
of the instrumentality and not by the Treasury. If the securities are not backed
by the full faith and credit of the United States, the owner of the securities
must look principally to the agency issuing the obligation for repayment and may
not be able to assert a claim against United States in the event that the agency
or instrumentality does not meet its commitment.

Among the U.S. Government securities that may be purchased by the Fund
are "mortgage-backed securities" of the Government National Mortgage Association
("Ginnie Mae"), the Federal Home Loan Mortgage Association ("Freddie Mac") and
the Federal National Mortgage Association ("Fannie Mae"). These mortgage-backed
securities include "pass-through" securities and "participation certificates,"
both of which represent pools of mortgages that are assembled, with interests
sold in the pool. Payments of principal (including prepayments) and interest by
individual mortgagors are "passed through" to the holders of interests in the
pool; thus each payment to holders may contain varying amounts of principal and
interest. Prepayments of the mortgages underlying these securities may result in
the Fund's inability to reinvest the principal at comparable yields.
Mortgage-backed securities also include "collateralized mortgage obligations,"
which are similar to conventional bonds in that they have fixed maturities and
interest rates and are secured by groups of individual mortgages. Timely payment
of principal and interest on Ginnie Mae pass-throughs is guaranteed by the full
faith and credit of the United States. Freddie Mac and Fannie Mae are both
instrumentalities of the U.S. Government, but their obligations are not backed
by the full faith and credit of the United States.

Securities Lending

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

Hodges SAI B-4

<PAGE>

fees in connection with a loan and may pay a negotiated portion of the income
earned on the cash to the borrower or placing broker. Loans are subject to
termination at the option of the Fund or the borrower at any time. It is not
anticipated that more than 5% of the value of the Fund's portfolio securities
will be subject to lending.

Options on Securities

The Fund may write (sell) covered call options to a limited extent on
its portfolio securities ("covered options") in an attempt to enhance gain.

When the Fund writes a covered call option, it gives the purchaser of
the option the right, upon exercise of the option, to buy the underlying
security at the price specified in the option (the "exercise price") at any time
during the option period, generally ranging up to nine months. If the option
expires unexercised, the Fund will realize income to the extent of the amount
received for the option (the "premium"). If the call option is exercised, a
decision over which the Fund has no control, the Fund must sell the underlying
security to the option holder at the exercise price. By writing a covered
option, the Fund forgoes, in exchange for the premium less the commission ("net
premium") the opportunity to profit during the option period from an increase in
the market value of the underlying security above the exercise price.

The Fund may terminate its obligation as writer of a call option by
purchasing an option with the same exercise price and expiration date as the
option previously written. This transaction is called a "closing purchase
transaction."

Closing sale transactions enable the Fund immediately to realize gains
or minimize losses on its options positions. There is no assurance that a liquid
secondary market on an options exchange will exist for any particular option, or
at any particular time, and for some options no secondary market may exist. In
addition, stock index prices may be distorted by interruptions in the trading of
securities of certain companies or of issuers in certain industries, which could
disrupt trading in option positions on such indices and preclude the Fund from
closing out its options positions. If the Fund is unable to effect a closing
purchase transaction with respect to options it has written, it will not be able
to terminate its obligations or minimize its losses under such options prior to
their expiration. If the Fund is unable to effect a closing sale transaction
with respect to options that it has purchased, it would have to exercise the
option in order to realize any profit.

The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price and rate movements may take place in the underlying markets that cannot be
reflected in the options markets. The purchase of options is a highly
specialized activity which involves investment techniques and risks different
from those associated with ordinary portfolio securities transactions.

Hodges SAI B-5

<PAGE>

Options on Securities Indices

The Fund may write (sell) covered call options on securities indices in
an attempt to increase gain. A securities index option written by the Fund would
obligate it, upon exercise of the options, to pay a cash settlement, rather than
to deliver actual securities, to the option holder. Although the Fund will not
ordinarily own all of the securities comprising the stock indices on which it
writes call options, such options will usually be written on those indices which
correspond most closely to the composition of the Fund's portfolio. As with the
writing of covered call options on securities, the Fund will realize a gain in
the amount of the premium received upon writing an option if the value of the
underlying index increases above the exercise price and the option is exercised,
the Fund will be required to pay a cash settlement that may exceed the amount of
the premium received by the Fund. The Fund may purchase call options in order to
terminate its obligations under call options it has written.

The Fund may purchase call and put options on securities indices for
the purpose of hedging against the risk of unfavorable price movements adversely
affecting the value of the Fund's securities or securities the Fund intends to
buy. Securities index options will not be purchased for speculative purposes.
Unlike an option on securities, which gives the holder the right to purchase or
sell specified securities at a specified price, an option on a securities index
gives the holder the right, upon the exercise of the option, to receive a cash
"exercise settlement amount" equal to (i) the difference between the exercise
price of the option and the value of the underlying securities index on the
exercise date multiplied by (ii) a fixed "index multiplier."

A securities index fluctuates with changes in the market value of the
securities included in the index. For example, some securities index options are
based on a broad market index such as the Standard & Poor's 500 or the Value
Line Composite Index, or a narrower market index such as the Standard & Poor's
100. Indices may also be based on industry or market segments.

The Fund may purchase put options in order to hedge against an
anticipated decline in stock market prices that might adversely affect the value
of the Fund's portfolio securities. If the Fund purchases a put option on a
stock index, the amount of payment it receives on exercising the option depends
on the extent of any decline in the level of the stock index below the exercise
price. Such payments would tend to offset a decline in the value of the Fund's
portfolio securities. If, however, the level of the stock index increases and
remains above the exercise price while the put option is outstanding, the Fund
will not be able to profitably exercise the option and will lose the amount of
the premium and any transaction costs. Such loss may be partially offset by an
increase in the value of the Fund's portfolio securities. The Fund may write put
options on stock indices in order to close out positions in stock index put
options which it has purchased.

The Fund may purchase call options on stock indices in order to
participate in an anticipated increase in stock market prices or to lock in a
favorable price on securities that it intends to buy in the future. If the Fund
purchases a call option on a stock index, the amount of the payment it receives
upon exercising the option depends on the extent of any increase in the level of
the stock index above

Hodges SAI B-6

<PAGE>

the exercise price. Such payments would in effect allow the Fund to benefit from
stock market appreciation even though it may not have had sufficient cash to
purchase the underlying stocks. Such payments may also offset increases in the
price of stocks that the Fund intends to purchase. If, however, the level of the
stock index declines and remains below the exercise price while the call option
is outstanding, the Fund will not be able to exercise the option profitably and
will lose the amount of the premium and transaction costs. Such loss may be
partially offset by a reduction in the price the Fund pays to buy additional
securities for its portfolio. The Fund may write call options on stock indices
in order to close out positions in stock index call options which it has
purchased.

The effectiveness of hedging through the purchase of options on
securities indices will depend upon the extent to which price movements in the
portion of the securities portfolio being hedged correlate with price movements
in the selected stock index. Perfect correlation is not possible because the
securities held or to be acquired by the Fund will not exactly match the
composition of the stock indices on which the options are available. In
addition, the purchase of stock index options involves the risk that the premium
and transaction costs paid by the Fund in purchasing an option will be lost as a
result of unanticipated movements in prices of the securities comprising the
stock index on which the option is based.

INVESTMENT RESTRICTIONS

1. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objectives and policies, (b)
through the lending of its portfolio securities as described above and in its
Prospectus, or (c) to the extent the entry into a repurchase agreement is deemed
to be a loan.

2. (a) Borrow money, except temporarily for extraordinary or emergency
purposes from a bank and then not in excess of 10% of its total assets (at the
lower of cost or fair market value). Any such borrowing will be made only if
immediately thereafter there is an asset coverage of at least 300% of all
borrowings, and no additional investments may be made while any such borrowings
are in excess of 5% of total assets.

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

Hodges SAI B-7

<PAGE>

4. Buy or sell interests in oil, gas or mineral exploration or
development programs or related leases, or real estate. (Does not preclude
investments in marketable securities of issuers engaged in such activities.)

5. Purchase or sell commodities or commodity contracts (As a matter of
operating policy, the Board of Trustees may authorize the Fund to engage in
certain activities regarding futures contracts for bona fide hedging purposes;
any such authorization will be accompanied by appropriate notification to
shareholders).

6. Invest more than 25% of the market value of its assets in the
securities of companies engaged in any one industry. (Does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.)

7. Issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into options,
futures or repurchase transactions.

8. Invest in any issuer for purposes of exercising control or
management.

The Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. The Fund may not:

9. Invest in securities of other investment companies which would
result in the Fund owning more than 3% of the outstanding voting securities of
any one such investment company, the Fund owning securities of another
investment company having an aggregate value in excess of 5% of the value of the
Fund's total assets, or the Fund owning securities of investment companies in
the aggregate which would exceed 10% of the value of the Fund's total assets.

10. Invest, in the aggregate, more than 15% of its total assets in
securities with legal or contractual restrictions on resale, securities which
are not readily marketable and repurchase agreements with more than seven days
to maturity.

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Dividends from net investment income and distributions from net profits
from the sale of securities, if any, are generally made annually by the Fund
after the conclusion of its fiscal year

Hodges SAI B-8

<PAGE>

(March 31). Also, the Fund expects to distribute any undistributed net
investment income on or about December 31 of each year. Any net capital gains
realized through the twelve month period ended October 31 of each year will also
be distributed by December 31 of each year.

Tax Information

The Fund is treated as a separate entity for federal income tax
purposes. The Fund intends to continue to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 (the "Code"). In order to qualify, the Fund must comply with all applicable
requirements regarding the source of its income, diversification of its assets
and timing of its distributions. The Fund's policy is to distribute to its
shareholders all of its investment company taxable income and any net realized
long-term capital gains for each fiscal year in a manner that complies with the
distribution requirements of the Code, so that the Fund will not be subject to
any federal income tax or excise taxes based on net income. The Fund will
generally be subject to federal income tax on its undistributed net investment
income and capital gains. To avoid federal excise taxes based on its net income,
the Fund must distribute (or be deemed to have distributed) by December 31 of
each calendar year (i) at least 98% of its ordinary income for such year, (ii)
at least 98% of the excess of its realized capital gains over its realized
capital losses for the 12-month period ending on October 31 during such year and
(iii) any amounts from the prior calendar year that were not distributed.

Net investment income consists of interest and dividend income and
foreign currency gain, less expenses. Net realized capital gains for a fiscal
period are computed by taking into account any capital loss carryforward of the
Fund.

Distributions of net investment income and the excess of net short-term
capital gain over net long-term capital loss are taxable to shareholders as
ordinary income. In the case of corporate shareholders, a portion of the
distributions may qualify for the intercorporate dividends-received deduction to
the extent the Fund designates the amount distributed as a qualifying dividend.
The aggregate amount so designated cannot, however, exceed the aggregate amount
of qualifying dividends received by the Fund for its taxable year. In view of
the Fund's investment policy, it is expected that dividends from domestic
corporations will be part of the Fund's gross income and that, accordingly, part
of the distributions by the Fund may be eligible for the dividends-received
deduction for corporate shareholders. However, the portion of the Fund's gross
income attributable to qualifying dividends is largely dependent on the Fund's
investment activities for a particular year and therefore cannot be predicted
with any certainty. The deduction may be reduced or eliminated if the Fund
shares held by a corporate investor are treated as debt-financed or are held for
less than 46 days.

Hodges SAI B-9

<PAGE>

Distributions of the excess of net long-term capital gains over net
short-term capital losses are taxable to shareholders as long-term capital
gains, regardless of the length of time the shareholders have held their shares.
Capital gains distributions are not eligible for the dividends-received
deduction referred to in the previous paragraph. Distributions of any net
investment income and net realized capital gains will be taxable as described
above, whether received in shares or in cash. Shareholders electing to receive
distributions in the form of additional shares will have a cost basis for
federal income tax purposes in each share so received equal to the net asset
value of a share on the reinvestment date. Distributions are generally taxable
when received. However, distributions declared in October, November or December
to shareholders of record on a date in such a month and paid the following
January are taxable as if received on December 31. Distributions are includable
in alternative minimum taxable income in computing a shareholder's liability for
the alternative minimum tax.

The Fund may write, purchase or sell certain options and futures contracts.
Such transactions are subject to special tax rules that may affect the amount,
timing and character of distributions to shareholders. Unless the Fund is
eligible to make and makes a special election, such contracts that are "Section
1256 contracts" will be "marked-to-market" for federal income tax purposes at
the end of each taxable year, i.e., each contract will be treated as sold for
its fair market value on the last day of the taxable year. In general, unless
the special election referred to in the previous sentence is made, gain or loss
from transactions in such contracts will be 60% long-term and 40% short-term
capital gain or loss. Section 1092 of the Code, which applies to certain
"straddles", may affect the taxation of the Fund's transactions in options and
futures contracts. Under Section 1092 of the Code, the Fund may be required to
postpone recognition for tax purposes of losses incurred in certain closing
transactions.

One of the requirements for qualification as a regulated investment
company is that less than 30% of the Fund's gross income must be derived from
gains from the sale or other disposition of securities held for less than three
months. Accordingly, the Fund may be restricted in effecting closing
transactions within three months after entering into an option contract.

A redemption of Fund shares may result in recognition of a taxable gain
or loss. Any loss realized upon a redemption of shares within six months from
the date of their purchase will be treated as a long-term capital loss to the
extent of any amounts treated as distributions of long-term capital gains during
such six-month period. Any loss realized upon a redemption of Fund shares may be
disallowed under certain wash sale rules to the extent shares of the Fund are
purchased (through reinvestment of distributions or otherwise) within 30 days
before or after the redemption.

Hodges SAI B-10

<PAGE>

who fail to furnish the Fund with their taxpayer identification numbers and with
required certifications regarding their status under the Code. If the
withholding provisions are applicable, any such distributions and proceeds,
whether taken in cash or reinvested in additional shares, will be reduced by the
amounts required to be withheld. Corporate and other exempt shareholders should
provide the Fund with their taxpayer identification numbers or certify their
exempt status in order to avoid possible erroneous application of backup
withholding. The Fund reserves the right to refuse to open an account for any
person failing to provide a certified taxpayer identification number.

The Fund will not be subject to tax in The Commonwealth of
Massachusetts as long as it qualifies as a regulated investment company for
federal income tax purposes. Distributions and the transactions referred to in
the preceding paragraphs may be subject to state and local income taxes, and the
tax treatment thereof may differ from the federal income tax treatment.
Moreover, the above discussion is not intended to be a complete discussion of
all applicable tax consequences of an investment in the Fund. Shareholders are
advised to consult with their own tax advisers concerning the application of
federal, state and local taxes to an investment in the Fund.

The foregoing discussion of the Code relates solely to the application
of that law to U.S. citizens or residents and U.S. domestic corporations,
partnerships, trusts and estates. Each shareholder who is not a U.S. person
should consider the U.S. and foreign tax consequences of ownership of shares of
the Fund, including the possibility that such a shareholder may be subject to a
U.S. withholding tax at a rate of 30 percent (or at a lower rate under an
applicable income tax treaty) on amounts constituting ordinary income.

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

TRUSTEES AND EXECUTIVE OFFICERS

Steven J. Paggioli,* 47 President and Trustee

Hodges SAI B-11

<PAGE>

Dorothy A. Berry, 52 Trustee

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

Rowley W.P. Redington, 51 Trustee

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

Hodges SAI B-12

<PAGE>

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees' fees and
expenses in the amount of $4,241 were allocated to the Fund. As of the date of
this Statement of Additional Information, the Trustees and Officers of the Trust
as a group did not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided
to the Fund by Hodges Capital Management, Inc., the Advisor, pursuant to an
Investment Advisory Agreement. The Investment Advisory Agreement continues in
effect from year to year so long as such continuation is approved at least
annually by (1) the Board of Trustees of the Trust or the vote of a majority of
the outstanding shares of the Fund, and (2) a majority of the Trustees who are
not interested persons of any party to the Agreement, in each case cast in
person at a meeting called for the purpose of voting on such approval. The
Agreement may be terminated at any time, without penalty, by either the Fund or
the Advisor upon sixty days' written notice and is automatically terminated in
the event of its assignment as defined in the 1940 Act. For the fiscal years
ended March 31, 1995, March 31, 1996 and March 31, 1997, the Advisor received
advisory fees totalling $73,966, $94,361 and $141,685, respectively.

The use of the name "Hodges" by the Fund is pursuant to a license
granted by the Advisor, and in the event the Investment Advisory Agreement with
the Fund is terminated, the Advisor has reserved the right to require the Fund
to remove any references to the name "Hodges."

Hodges SAI B-13

<PAGE>

a majority of the Trustees who are not interested persons of any party to the
Agreement, in each case cast in person at a meeting called for the purpose of
voting on such approval. Any such agreement may be terminated at any time,
without penalty, by either party to the agreement upon sixty days' written
notice and is automatically terminated in the event of its "assignment," as
defined in the 1940 Act.

THE FUND'S ADMINISTRATOR

The Fund has an Administration Agreement with Investment Company
Administration Corporation (the "Administrator"), a corporation owned and
controlled by Messrs. Banhazl, Paggioli and Wadsworth with offices at 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018. The Administration Agreement
provides that the Administrator will prepare and coordinate reports and other
materials supplied to the Trustees; prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports, prospectuses,
statements of additional information, marketing materials, tax returns,
shareholder reports and other regulatory reports or filings required of the
Fund; prepare all required filings necessary to maintain the Fund's
qualification and/or registration to sell shares in all states where the Fund
currently does, or intends to do business; coordinate the preparation, printing
and mailing of all materials (e.g., Annual Reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Fund and the Administrator. For its
services, ICAC receives a monthly fee at the following annual rate:

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

During the fiscal years ended March 31, 1995, March 31, 1996 and March 31, 1997,
ICAC and its predecessor received fees of $30,000, $30,476 and $33,748,
respectively.

THE FUND'S DISTRIBUTOR

First Dallas Securities, (the "Distributor"), an affiliate of the
Advisor, acts as the Fund's principal underwriter in a continuous public
offering of the Fund's shares. The Distribution Agreement between the Fund and
the Distributor continues in effect from year to year if approved at least
annually by (i) the Board of Trustees or the vote of a majority of the
outstanding shares of the Fund (as defined in the 1940 Act) and (ii) a majority
of the Trustees who are not interested

Hodges SAI B-14

<PAGE>

persons of any such party, in each case cast in person at a meeting called for
the purpose of voting on such approval. The Distribution Agreement may be
terminated without penalty by the parties thereto upon sixty days' written
notice, and is automatically terminated in the event of its assignment as
defined in the 1940 Act. In connection with the distribution of the Fund's
shares, the Distributor received as commissions $10,969, $7,021 and $58,983
during the fiscal years ended March 31, 1995, March 31, 1996 and March 31, 1997,
respectively.

The Fund has adopted a Distribution Plan in accordance with Rule 12b-1
under the 1940 Act. The Plan provides that the Fund will pay a fee to the
Distributor at an annual rate of up to 0.50% of the average daily net assets of
the Fund. The fee is paid to the Distributor as reimbursement for or in
anticipation of, expenses incurred for distribution related activities. During
the year ended March 31, 1997, the Fund paid fees of $83,344 to the Distributor,
of which $_______ was for selling compensation, and $_____ was for expenses
related to advertising and sales material and $______ related to Distributor
printing expenses.

EXECUTION OF PORTFOLIO TRANSACTIONS

Hodges SAI B-15

<PAGE>

to be performed by it under its Agreement with the Fund, to be useful in varying
degrees, but of indeterminable value. Portfolio transactions may be placed with
broker-dealers who sell shares of the Fund subject to rules adopted by the
National Association of Securities Dealers, Inc.

Investment decisions for the Fund are made independently from those of
other client accounts or mutual funds managed or advised by the Adviser.
Nevertheless, it is possible that at times identical securities will be
acceptable for both the Fund and one or more of such client accounts. In such
event, the position of the Fund and such client account(s) in the same issuer
may vary and the length of time that each may choose to hold its investment in
the same issuer may likewise vary. However, to the extent any of these client
accounts seeks to acquire the same security as the Fund at the same time, the
Fund may not be able to acquire as large a portion of such security as it
desires, or it may have to pay a higher price or obtain a lower yield for such
security. Similarly, the Fund may not be able to obtain as high a price for, or
as large an execution of, an order to sell any particular security at the same
time. If one or more of such client accounts simultaneously purchases or sells
the same security that the Fund is purchasing or selling, each day's
transactions in such security will be allocated between the Fund and all such
client accounts in a manner deemed equitable by the Adviser, taking into account
the respective sizes of the accounts and the amount being purchased or sold. It
is recognized that in some cases this system could have a detrimental effect on
the price or value of the security insofar as the Fund is concerned. In other
cases, however, it is believed that the ability of the Fund to participate in
volume transactions may produce better executions for the Fund.

During the Fund's fiscal years ended March 31, 1995, 1996, and 1997,
the Distributor received $12,756, $20,198 and $17,268, respectively in brokerage
commissions with respect to Fund portfolio transactions, which constituted 100%,
100% and 46%, respectively, of the Fund's brokerage commissions during those
periods.

Hodges SAI B-16

<PAGE>

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Check-A-Matic

Hodges SAI B-17

<PAGE>

DETERMINATION OF SHARE PRICE

PERFORMANCE INFORMATION

Hodges SAI B-18

<PAGE>

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

The Fund's average annual total returns for the one year period and for
the period from inception on October 9, 1992 through March 31, 1997 were 11.31%
and 14.87%, respectively.

GENERAL INFORMATION

Star Bank N.A., 425 Walnut St., Cincinnati, OH 45202 acts as Custodian
of the securities and other assets of the Fund. American Data Services, Inc.,
P.O. Box 5536, Hauppauge, NY 11788-0132 is the Fund's transfer and shareholder
service agent. The Custodian and Transfer Agent do not participate in decisions
relating to the purchase and sale of securities by the Fund.

Tait, Weller & Baker, Two Penn Center Plaza, Philadelphia, PA 19102,
are the independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

Hodges SAI B-19

<PAGE>

The following persons are beneficial owners of more than 5% of the
Fund's outstanding voting securities as of June 25, 1997. An asterisk (*)
denotes an account affiliated with the Fund's investment advisor, officers or
trustees:

*Don W. Hodges, 2905 Maple Ave., Dallas, TX 75201; 7.50%;

Four K Investments, L.P., Dallas, TX 75244; 6.45%.

The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Agreement and Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Fund's assets for any shareholder held
personally liable for obligations of the Fund or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Fund or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Fund. The Agreement and Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust's total assets. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
both inadequate insurance exists and the Fund itself is unable to meet its
obligations.

FINANCIAL STATEMENTS

Hodges SAI B-20

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

THE OSTERWEIS FUND
a series of
PROFESSIONALLY MANAGED PORTFOLIOS
One Maritime Plaza, Suite 1201
San Francisco, CA 94111
(415) 434-4441
(800-385-7003

This Statement of Additional Information is not a prospectus and it
should be read in conjunction with the prospectus of the Osterweis Fund (the
"Fund"). A copy of the prospectus of the Fund dated August 1, 1997 is available
by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies...............................................................................B-2
Investment Restrictions.........................................................................................B-6
Distributions and Tax Information...............................................................................B-7
Trustees and Executive Officers................................................................................B-10
The Fund's Investment Advisor..................................................................................B-12
The Fund's Administrator.......................................................................................B-13
The Fund's Distributor.........................................................................................B-13
Execution of Portfolio Transactions............................................................................B-13
Additional Purchase and Redemption Information.................................................................B-15
Determination of Share Price...................................................................................B-16
Performance Information........................................................................................B-17
General Information............................................................................................B-18
Financial Statements...........................................................................................B-19
Appendix.......................................................................................................B-20
</TABLE>

Osterweis SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust. The
Trust consists of various series which represent separate investment portfolios.
This Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Osterweis Fund is a mutual fund with the investment objective of
attaining long term total returns. The following discussion supplements the
discussion of the Fund's investment objective and policies as set forth in the
Prospectus. There can be no assurance the objective of the Fund will be
attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 15% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

Osterweis SAI B-2

<PAGE>

When-Issued Securities

Foreign Securities

Among the means through which the Fund may invest in foreign securities
is the purchase of American Depository Receipts ("ADR's") or European Depository
Receipts ("EDR's"). Generally,

Osterweis SAI B-3

<PAGE>

ADR's, in registered form, are denominated in U.S. dollars and are designed for
use in the U.S. securities markets, while EDR's, in bearer form, may be
denominated in other currencies and are designed for use in European securities
markets. ADR's are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities. EDR's are European receipts
evidencing a similar arrangement. For purposes of the Funds' investment
policies, ADR's and EDR's are deemed to have the same classification as the
underlying securities they represent. Thus an ADR or EDR representing ownership
of common stock will be treated as common stock.

Debt Securities and Ratings

Ratings of debt securities represent the rating agencies' opinions
regarding their quality, are not a guarantee of quality and may be reduced after
the Fund has acquired the security. If a security's rating is reduced while it
is held by the Fund, the Advisor will consider whether the Fund should continue
to hold the security but is not required to dispose of it. Credit ratings
attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. Also, rating agencies may
fail to make timely changes in credit ratings in response to subsequent events,
so that an issuer's current financial conditions may be better or worse than the
rating indicates.

The Fund reserves the right to invest up to 30% of its assets in
securities rated lower than BBB by S & P or lower than Baa by Moody's but rated
at least B by S & P or Moody's (or, in either case, if unrated, deemed by the
Advisor to be of comparable quality). Lower-rated securities generally offer a
higher current yield than that available for higher grade issues. However,
lower-rated securities involve higher risks, in that they are especially subject
to adverse changes in general economic conditions and in the industries in which
the issuers are engaged, to changes in the financial condition of the issuers
and to price fluctuations in response to changes in interest rates. During
periods of economic downturn or rising interest rates, highly leveraged issuers
may experience financial stress which could adversely affect their ability to
make payments of interest and principal and increase the possibility of default.
In addition, the market for lower-rated debt securities has expanded rapidly in
recent years, and its growth paralleled a long economic expansion. At times in
recent years, the prices of many lower-rated debt securities declined
substantially, reflecting an expectation that many issuers of such securities
might experience financial difficulties. As a result, the yields on lower-rated
debt securities rose dramatically, but such higher yields did not reflect the
value of the income stream that holders of such securities expected, but rather,
the risk that holders of such securities could lose a substantial portion of
their value as a result of the issuers' financial restructuring or default.
There can be no assurance that such declines will not recur. The market for
lower-rated debt issues generally is thinner and less active than that for
higher quality securities, which may limit the Fund's ability to sell such
securities at fair value in response to changes in the economy or financial
markets. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower-rated
securities, especially in a thinly traded market.

Osterweis SAI B-4

<PAGE>

Lower-rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption, a Fund may have
to replace the security with a lower-yielding security, resulting in a decreased
return for investors. Also, as the principal value of bonds moves inversely with
movements in interest rates, in the event of rising interest rates the value of
the securities held by a Fund may decline proportionately more than a Fund
consisting of higher-rated securities. If a Fund experiences unexpected net
redemptions, it may be forced to sell its higher-rated bonds, resulting in a
decline in the overall credit quality of the securities held by the Fund and
increasing the exposure of the Fund to the risks of lower-rated securities.
Investments in zero-coupon bonds may be more speculative and subject to greater
fluctuations in value due to changes in interest rates than bonds that pay
interest currently.

Options and Futures Transactions

As indicated in the prospectus, to the extent consistent with its
investment objectives and policies, the Fund may purchase and write call and put
options on securities, securities indexes and on foreign currencies and enter
into futures contracts and use options on futures contracts, to the extent of up
to 5% of its assets.

Transactions in options on securities and on indexes involve certain
risks. For example, there are significant differences between the securities and
options markets that could result in an imperfect correlation between these
markets, causing a given transaction not to achieve its objectives. A decision
as to whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position. If the Fund were unable to close out an
option that it had purchased on a security, it would have to exercise the option
in order to realize any profit or the option may expire worthless. If the Fund
were unable to close out a covered call option that it had written on a
security, it would not be able to sell the underlying security unless the option
expired without exercise. As the writer of a covered call option, the Fund
forgoes, during the option's life, the opportunity to profit from increases in
the market value of the security covering the call option above the sum of the
premium and the exercise price of the call.

If trading were suspended in an option purchased by the Fund, the Fund
would not be able to close out the option. If restrictions on exercise were
imposed, the Fund might be unable to exercise an option it has purchased. Except
to the extent that a call option on an index written by the Fund is covered by
an option on the same index purchased by the Fund, movements in the index may
result in a loss to the Fund; such losses may be mitigated or exacerbated by
changes in the value of the Fund's securities during the period the option was
outstanding.

Use of futures contracts and options thereon also involves certain
risks. The variable degree of correlation between price movements of futures
contracts and price movements in the related

Osterweis SAI B-5

<PAGE>

portfolio positions of the Fund creates the possibility that losses on the
hedging instrument may be greater than gains in the value of the Fund's
position. Also, futures and options markets may not be liquid in all
circumstances and certain over the counter options may have no markets. As a
result, in certain markets, the Fund might not be able to close out a
transaction at all or without incurring losses. Although the use of options and
futures transactions for hedging should minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in the value of such
position. If losses were to result from the use of such transactions, they could
reduce net asset value and possibly income. The Fund may use these techniques to
hedge against changes in interest rates or securities prices or as part of its
overall investment strategy. The Fund will segregate liquid assets, (or, as
permitted by applicable regulation, enter into certain offsetting positions) to
cover its obligations under options and futures contracts to avoid leveraging of
the Fund.

INVESTMENT RESTRICTIONS

1. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objectives and policies, (b) to the
extent the entry into a repurchase agreement is deemed to be a loan.

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

4. Purchase or sell real estate, commodities or commodity contracts
(other than futures transactions for the purposes and under the conditions
described in the prospectus and in this Statement of Additional Information).

5. Invest more than 25% of the market value of its assets in the
securities of companies engaged in any one industry. (Does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.)

Osterweis SAI B-6

<PAGE>

6. Issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into options,
futures, forward or repurchase transactions.

7. Purchase the securities of any issuer, if as a result more than 5%
of the total assets of the Fund would be invested in the securities of that
issuer, other than obligations of the U.S. Government, its agencies or
instrumentalities, provided that up to 25% of the value of the Fund's assets may
be invested without regard to this limitation.

The Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. The Fund may not:

8. Purchase any security if as a result the Fund would then hold more
than 10% of any class of securities of an issuer (taking all common stock issues
of an issuer as a single class, all preferred stock issues as a single class,
and all debt issues as a single class) or more than 10% of the outstanding
voting securities of an issuer.

9. Invest in any issuer for purposes of exercising control or
management.

10. Invest in securities of other investment companies which would
result in the Fund owning more than 3% of the outstanding voting securities of
any one such investment company, the Fund owning securities of another
investment company having an aggregate value in excess of 5% of the value of the
Fund's total assets, or the Fund owning securities of investment companies in
the aggregate which would exceed 10% of the value of the Fund's total assets.

11. Invest, in the aggregate, more than 15% of its total assets in
securities with legal or contractual restrictions on resale, securities which
are not readily marketable and repurchase agreements with more than seven days
to maturity.

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Dividends from net investment income and distributions from net profits
from the sale of securities, if any, are generally made annually by the Fund
after the conclusion of its fiscal year (March 31). Also, the Fund expects to
distribute any undistributed net investment income on or about December 31 of
each year. Any net capital gains realized through the twelve month period ended
October 31 of each year will also be distributed by December 31 of each year.

Osterweis SAI B-7

<PAGE>

Tax Information

Osterweis SAI B-8

<PAGE>

and net realized capital gains will be taxable as described above, whether
received in shares or in cash. Shareholders electing to receive distributions in
the form of additional shares will have a cost basis for federal income tax
purposes in each share so received equal to the net asset value of a share on
the reinvestment date. Distributions are generally taxable when received.
However, distributions declared in October, November or December to shareholders
of record on a date in such a month and paid the following January are taxable
as if received on December 31. Distributions are includable in alternative
minimum taxable income in computing a shareholder's liability for the
alternative minimum tax.

Under the Code, the Fund will be required to report to the Internal
Revenue Service all distributions of taxable income and capital gains as well as
gross proceeds from the redemption or exchange of Fund shares, except in the
case of exempt shareholders, which includes most corporations. Pursuant to the
backup withholding provisions of the Code, distributions of any taxable income
and capital gains and proceeds from the redemption of Fund shares may be subject
to withholding of federal income tax at the rate of 31 percent in the case of
non-exempt shareholders who fail to furnish the Fund with their taxpayer
identification numbers and with required certifications regarding their status
under the Code. If the withholding provisions are applicable, any such
distributions and proceeds, whether taken in cash or reinvested in additional
shares, will be reduced by the amounts required to be withheld. Corporate and
other exempt shareholders should provide the

Osterweis SAI B-9

<PAGE>

Fund with their taxpayer identification numbers or certify their exempt status
in order to avoid possible erroneous application of backup withholding. The Fund
reserves the right to refuse to open an account for any person failing to
provide a certified taxpayer identification number.

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

TRUSTEES AND EXECUTIVE OFFICERS

Steven J. Paggioli,* 47 President and Trustee

Dorothy A. Berry, 52 Trustee

40 Maple Lane, Copake, NY 12516. President, Talon Industries (venture capital
and business consulting); formerly Chief Operating Officer, Integrated Asset
Management (investment advisor and

Osterweis SAI B-10

<PAGE>

manager) and formerly President, Value Line, Inc., (investment advisory and
financial publishing firm).

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

Rowley W.P. Redington, 51 Trustee

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

Osterweis SAI B-11

<PAGE>

trustees are also reimbursed for expenses in connection with each Board meeting
attended. No other compensation or retirement benefits were received by any
Trustee or officer from the Fund or any other portfolios of the Trust.

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees' fees and
expenses in the amount of $3,001 were allocated to the Fund. As of the date of
this Statement of Additional Information, the Trustees and Officers of the Trust
as a group did not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. Osterweis Capital Management,
One Maritime Plaza, Suite 1201, San Francisco, CA 94111, is the Advisor to the
Fund.

Under an Investment Advisory Agreement with 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.
As compensation, the Fund pays the Advisor a monthly management fee (accrued
daily) based upon the average daily net assets of the Fund at the rate of 1.00%
annually.

The Adviser has undertaken to limit the Fund's operating expenses to an
annual level of 1.75% of the Fund's average net assets. During the fiscal year
ended March 31, 1995, the Fund incurred advisory fees of $77,490 and the Advisor
reimbursed expenses of $44,889. During the fiscal year ended March 31, 1996, the
Adviser received fees of $160,490 and reimbursed expenses of $2,770. During the
fiscal year ended March 31, 1997, the advisor received fees of $179,929.

Osterweis SAI B-12

<PAGE>

THE FUND'S ADMINISTRATOR

The Fund has an Administration Agreement with Investment Company
Administration Corporation (the "Administrator"), a corporation owned and
controlled by Messrs. Banhazl, Paggioli and Wadsworth with offices at 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018. The Administration Agreement
provides that the Administrator will prepare and coordinate reports and other
materials supplied to the Trustees; prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports, prospectuses,
statements of additional information, marketing materials, tax returns,
shareholder reports and other regulatory reports or filings required of the
Fund; prepare all required filings necessary to maintain the Fund's
qualification and/or registration to sell shares in all states where the Fund
currently does, or intends to do business; coordinate the preparation, printing
and mailing of all materials (e.g., Annual Reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Fund and the Administrator. For its
services, ICAC receives a monthly fee at the following annual rate:

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

During the fiscal years ended March 31, 1995, March 31, 1996, and March 31,
1997, ICAC and its predecessor received fees of $30,000, $38,728 and $34,149,
respectively.

THE FUND'S DISTRIBUTOR

EXECUTION OF PORTFOLIO TRANSACTIONS

Osterweis SAI B-13

<PAGE>

Osterweis SAI B-14

<PAGE>

The Fund does not use the Distributor to execute its portfolio
transactions. During the fiscal years ended March 31, 1995, March 31, 1996 and
March 31, 1997, aggregate brokerage commissions paid by the Fund were $15,346,
$23,276 and $23,956, respectively.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Osterweis SAI B-15

<PAGE>

the Fund's shareholders. At various times, the Fund may be requested to redeem
shares for which it has not yet received confirmation of good payment; in this
circumstance, the Fund may delay the redemption until payment for the purchase
of such shares has been collected and confirmed to the Fund.

Check-A-Matic

DETERMINATION OF SHARE PRICE

Osterweis SAI B-16

<PAGE>

Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board of Trustees of the
Trust shall determine in good faith to reflect the security's fair value. All
other assets of each Fund are valued in such manner as the Board of Trustees in
good faith deems appropriate to reflect their fair value.

PERFORMANCE INFORMATION

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

Osterweis SAI B-17

<PAGE>

The Fund's average annual total returns for the one year period and
period from inception on October 4, 1993 through March 31, 1997 were 11.60% and
9.69%, respectively.

GENERAL INFORMATION

Star Bank, 425 Walnut St., Cincinnati, OH 45201 acts as Custodian of
the securities and other assets of the Fund. American Data Services, P.O. Box
5536, Hauppauge, NY 11788-0132 acts as the Fund's transfer agent. The Custodian
and Transfer agent do not participate in decisions relating to the purchase and
sale of securities by the Fund.

Ernst & Young, 515 S. Flower St., Los Angeles, CA 90071, are the
independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

*Osterweis Retirement Trust, John S. Osterweis, Trustee, San Francisco,
CA 94111; 11.94%

Hawaiian Trust Co, Trustee, FBO J. Edmunds Amended Profit Sharing
Trust, Honolulu, HI 96805-1930; 6.91%

Osterweis SAI B-18

<PAGE>

insurance (for example, fidelity bonding and errors and omissions insurance) for
the protection of the Trust, its shareholders, trustees, officers, employees and
agents to cover possible tort and other liabilities. Furthermore, the activities
of the Trust as an investment company would not likely give rise to liabilities
in excess of the Trust's total assets. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which both inadequate insurance exists and the Fund itself is unable to meet
its obligations.

FINANCIAL STATEMENTS

Osterweis SAI B-19

<PAGE>

APPENDIX

Description of Bond Ratings*

Moody's Investors Service

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Osterweis SAI B-20

<PAGE>

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

Standard & Poor's Corporation

AAA: Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest.

A: Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.

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

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

Osterweis SAI B-21

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

PERKINS OPPORTUNITY FUND
a series of
PROFESSIONALLY MANAGED PORTFOLIOS
730 East Lake Street
Wayzata, MN 55391-1713
(800) 366-8361
(612) 473-8367

This Statement of Additional Information is not a prospectus and it
should be read in conjunction with the prospectus of the Perkins Opportunity
Fund (the "Fund"). A copy of the prospectus of the Fund dated August 1, 1997 is
available by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies...............................................................................B-2
Investment Restrictions.........................................................................................B-7
Distributions and Tax Information...............................................................................B-9
Trustees and Executive Officers................................................................................B-11
The Fund's Investment Advisor..................................................................................B-13
The Fund's Administrator.......................................................................................B-13
The Fund's Distributor.........................................................................................B-14
Execution of Portfolio Transactions............................................................................B-15
Additional Purchase and Redemption Information.................................................................B-16
Determination of Share Price...................................................................................B-17
Performance Information........................................................................................B-18
General Information............................................................................................B-19
Financial Statements...........................................................................................B-20
</TABLE>

Perkins SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust. The
Trust consists of various series which represent separate investment portfolios.
This Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Perkins Opportunity Fund (the "Fund") is a mutual fund with the
investment objective of seeking capital appreciation. The following discussion
supplements the discussion of the Fund's investment objective and policies as
set forth in the Prospectus. There can be no assurance the objective of the Fund
will be attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 15% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

Perkins SAI B-2

<PAGE>

When-Issued Securities

Securities Lending

Perkins SAI B-3

<PAGE>

affiliated with the Advisor or Distributor and whose creditworthiness is
acceptable to the Advisor. The borrower must deliver to the Fund cash or cash
equivalent collateral, or provide to the Fund an irrevocable letter of credit
equal in value to at least 100% of the value of the loaned securities at all
times during the loan, marked to market daily. During the time the portfolio
securities are on loan, the borrower pays the Fund any interest paid on such
securities. The Fund may invest the cash collateral and earn additional income,
or it may receive an agreed-upon amount of interest income if the borrower has
delivered equivalent collateral or a letter of credit. The Fund may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the income earned on the cash to the borrower or
placing broker. Loans are subject to termination at the option of the Fund or
the borrower at any time. It is not anticipated that more than 5% of the value
of the Fund's portfolio securities will be subject to lending.

Foreign Investments

The Fund has reserved the right to invest in foreign securities.
Foreign investments can involve significant risks in addition to the risks
inherent in U.S. investments. The value of securities denominated in or indexed
to foreign currencies, and of dividends and interest from such securities, can
change significantly when foreign currencies strengthen or weaken relative to
the U.S. dollar. Foreign securities markets generally have less trading volume
and less liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile. Many foreign countries lack uniform accounting and disclosure
standards comparable to those applicable to U.S. companies, and it may be more
difficult to obtain reliable information regarding an issuer's financial
condition and operations. In addition, the costs of foreign investing, including
withholding taxes, brokerage commissions, and custodial costs, generally are
higher than for U.S. investments.

Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may invoke increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It also may be difficult to enforce legal rights
in foreign countries.

Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. There is no assurance that an Adviser will be able to
anticipate or counter these potential events and their impacts on the Fund's
share price.

American Depositary Receipts and European Depositary Receipts ("ADRs"
and "EDRs") are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar

Perkins SAI B-4

<PAGE>

financial institution. Designed for use in U.S. and European securities markets,
respectively, ADRs and EDRs are alternatives to the purchase of the underlying
securities in their national market and currencies.

Options on Securities

Although it has no present intention of doing so, the Fund reserves the
right to engage in certain purchases and sales of options on securities. The
Fund may write (i.e., sell) call options ("calls") on equity securities if the
calls are "covered" throughout the life of the option. A call is "covered" if
the Fund owns the optioned securities. When the Fund writes a call, it receives
a premium and gives the purchaser the right to buy the underlying security at
any time during the call period at a fixed exercise price regardless of market
price changes during the call period. If the call is exercised, the Fund will
forgo any gain from an increase in the market price of the underlying security
over the exercise price.

The Fund may purchase a call on securities to effect a "closing
purchase transaction" which is the purchase of a call covering the same
underlying security and having the same exercise price and expiration date as a
call previously written by the Fund on which it wishes to terminate its
obligation. If the Fund is unable to effect a closing purchase transaction, it
will not be able to sell the underlying security until the call previously
written by the Fund expires (or until the call is exercised and the Fund
delivers the underlying security).

The Fund also may write and purchase put options ("puts"). When the
Fund writes a put, it receives a premium and gives the purchaser of the put the
right to sell the underlying security to the Fund at the exercise price at any
time during the option period. When the Fund purchases a put, it pays a premium
in return for the right to sell the underlying security at the exercise price at
any time during the option period. If any put is not exercised or sold, it will
become worthless on its expiration date. When the Fund writes a put, it will
maintain at all times during the option period, in a segregated account, liquid
assets equal in value to the exercise price of the put.

The Fund's option positions may be closed out only on an exchange which
provides a secondary market for options of the same series, but there can be no
assurance that a liquid secondary market will exist at a given time for any
particular option.

The Fund's custodian, or a securities depository acting for it,
generally acts as escrow agent as to the securities on which the Fund as written
puts or calls, or as to other securities acceptable for such escrow so that no
margin deposit is required of the Fund. Until the underlying securities are
released from escrow, they cannot be sold by the Fund.

In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation has the authority to
permit other, generally comparable securities to be delivered in fulfillment of
option exercise obligations. If the Options Clearing Corporation exercises its
discretionary authority to allow such other securities to be delivered, it may
also adjust

Perkins SAI B-5

<PAGE>

the exercise prices of the affected options by setting different prices at which
otherwise ineligible securities may be delivered. As an alternative to
permitting such substitute deliveries, the Options Clearing Corporation may
impose special exercise settlement procedures.

The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the options markets
close before the markets for the underlying securities, significant price and
rate movements may take place in the underlying markets that cannot be reflected
in the options markets. The purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions.

Short Sales

The Fund may seek to hedge investments or realize additional gains
through short sales. The Fund may make short sales, which are transactions in
which the Fund sells a security it does not own, in anticipation of a decline in
the market value of that security. To complete such a transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund than is obligated to
replace the security borrowed by purchasing it at the market price at or prior
to the time of replacement. The price at such time may be more or less than the
price at which the security was sold by the Fund. Until the security is
replaced, the Fund is required to repay the lender any dividends or interest
that accrue during the period of the loan. To borrow the security, the Fund also
may be required to pay a premium, which would increase the cost of the security
sold. The net 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 will incur transaction costs in effecting short sales.

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 the 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 increased by the amount of the premium,
dividends, interest, or expenses the Fund may be required to pay in connection
with a short sale.

No securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of the Fund's net assets.

Whenever the Fund engages in short sales, its custodian will segregate
liquid assets equal to the difference between (a) the market value of the
securities sold short at the time they were sold short and (b) any cash or U.S.
Government securities required to be deposited with the broker in connection
with the short sale (not including the proceeds from the short sale). The
segregated assets are marked to market daily, provided that at no time will the
amount deposited in it plus the amount deposited with the broker be less than
the market value of the securities at the time they were sold short.

Perkins SAI B-6

<PAGE>

In addition, the Fund may make short sales "against the box," i.e. when
a security identical to one owned by the Fund is borrowed and sold short. If the
Fund enters into a short sale against the box, it is required to segregate
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and is required to
hold such securities while the short sale is outstanding. The Fund will incur
transaction costs, in connection with opening, maintaining, and closing short
sales against the box.

Leverage Through Borrowing

The Fund may borrow money for leveraging purposes. Leveraging creates
an opportunity for increased net income but, at the same time, creates special
risk considerations. For example, leveraging may exaggerate changes in the net
asset value of Fund shares and in the yield on the Fund's portfolio. Although
the principal of such borrowings will be fixed, the Fund's assets may change in
value during the time the borrowing is outstanding. Leveraging will create
interest expenses for the Fund which can exceed the income from the assets
retained. To the extent the income derived from securities purchased with
borrowed funds exceeds the interest the Fund will have to pay, the Fund's net
income will be greater than if leveraging were not used. Conversely, if the
income from the assets retained with borrowed funds is not sufficient to cover
the cost of leveraging, the net income of the Fund will be less than if
leveraging were not used, and therefore the amount available for distribution to
stockholders as dividends will be reduced.

INVESTMENT RESTRICTIONS

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

3. Purchase securities on margin, participate on a joint or joint and
several basis in any securities trading account, or underwrite securities. (Does
not preclude the Fund from obtaining such

Perkins SAI B-7

<PAGE>

short-term credit as may be necessary for the clearance of purchases and sales
of its portfolio securities.)

4. Buy or sell interests in oil, gas or mineral exploration or
development programs or related leases or real estate. (Does not preclude
investments in marketable securities of issuers engaged in such activities.)

8. Invest in any issuer for purposes of exercising control or
management.

The Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. The Fund may not:

Perkins SAI B-8

<PAGE>

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Tax Information

Perkins SAI B-9

<PAGE>

Perkins SAI B-10

<PAGE>

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

TRUSTEES AND EXECUTIVE OFFICERS

Steven J. Paggioli,* 47 President and Trustee

Dorothy A. Berry, 52 Trustee

Perkins SAI B-11

<PAGE>

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

Rowley W.P. Redington, 51 Trustee

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

Perkins SAI B-12

<PAGE>

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees fees and expenses
of $9,000 were allocated to the Fund. As of the date of this Statement of
Additional Information, the Trustees and Officers of the Trust as a group did
not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided
to the Fund by Perkins Capital Management, Inc., the Advisor, pursuant to an
Investment Advisory Agreement. The Advisor is controlled by Richard Perkins,
Sr., Richard Perkins, Jr. and Daniel Perkins.

For the fiscal year ended March 31, 1995, the Advisor received fees of
$48,841 and reimbursed the Fund for other expenses in the amount of $22,466. For
the fiscal years ended March 31, 1996 and March 31, 1997, the Advisor received
fees of $516,259 and $1,152,114, respectively.

The use of the name "Perkins" by the Fund is pursuant to a license
granted by the Advisor, and in the event the Investment Advisory Agreement with
the Fund is terminated, the Advisor has reserved the right to require the Fund
to remove any references to the name "Perkins."

THE FUND'S ADMINISTRATOR

Perkins SAI B-13

<PAGE>

securities filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder reports
and other regulatory reports or filings required of the Fund; prepare all
required filings necessary to maintain the Fund's qualification and/or
registration to sell shares in all states where the Fund currently does, or
intends to do business; coordinate the preparation, printing and mailing of all
materials (e.g., Annual Reports) required to be sent to shareholders; coordinate
the preparation and payment of Fund related expenses; monitor and oversee the
activities of the Fund's servicing agents (i.e., transfer agent, custodian, fund
accountants, etc.); review and adjust as necessary the Fund's daily expense
accruals; and perform such additional services as may be agreed upon by the Fund
and the Administrator. For its services, the Administrator receives an monthly
fee at the following annual rate:

Less than $12,000,000 $30,000
$12 million to $50 million 0.25%
$50 million to $100 million 0.20%
$100 million to $200 million 0.15%
Over $200 million 0.10%

During the fiscal years ended March 31, 1995, March 31, 1996 and March 31, 1997,
the Administrator and its predecessor received fees of $30,000, $123,567 and
$246,706, respectively.

THE FUND'S DISTRIBUTOR

During the fiscal years ended March 31, 1995, March 31, 1996 and March 31,
1997, the aggregate sales commissions received by the Distributor were $35,000,
$78,000 and $________, respectively.

The Fund has adopted a Distribution Plan in accordance with Rule 12b-1
under the 1940 Act. The Plan provides that the Fund will pay a fee to the
Advisor as Distribution Coordinator at an annual rate of up to 0.25% of the
average daily net assets of the Fund (currently 0.20%). The fee is paid to the
Advisor as reimbursement for, or in anticipation of, expenses incurred for
distribution related activity. During the fiscal year ended March 31, 1997, the
Fund paid fees of $230,559 under the Plan, of which $______ was paid out as
selling compensation to dealers and $______ was for reimbursement of printing
expenses and $______ was for reimbursement of advertising/sales literature
expenses. The Fund also has a Shareholder Service Plan pursuant to which
payments or

Perkins SAI B-14

<PAGE>

reimbursements of payments may be made to selected brokers, dealers or
administrators which have enetered into agreements for services provided to
shareholders of the Fund. During the fiscal year ended March 31, 1997, fees of
$133,335 were paid pursuant to the shareholder service plan.

EXECUTION OF PORTFOLIO TRANSACTIONS

Perkins SAI B-15

<PAGE>

spread to be paid to a dealer, the Fund may therefore pay a higher commission or
spread than would be the case if no weight were given to the furnishing of these
supplemental services, provided that the amount of such commission or spread has
been determined in good faith by the Adviser to be reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer.
The standard of reasonableness is to be measured in light of the Adviser's
overall responsibilities to the Fund.

The Fund does not use the Distributor to execute its portfolio
transactions. During the fiscal years ended March 31, 1995, March 31, 1996 and
March 31, 1997, brokerage commissions paid by the Fund totaled $42,830, $225,689
and $333,259, respectively.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Perkins SAI B-16

<PAGE>

Check-A-Matic

DETERMINATION OF SHARE PRICE

Perkins SAI B-17

<PAGE>

Fund does not expect to determine the net asset value of its shares on any day
when the Exchange is not open for trading even if there is sufficient trading in
its portfolio securities on such days to materially affect the net asset value
per share.

PERFORMANCE INFORMATION

Perkins SAI B-18

<PAGE>

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

The Fund's average annual total returns for the one year period and for
the period from inception on February 18, 1993 through March 31, 1997 were
- -32.31% and 18.21%, respectively.

GENERAL INFORMATION

Star Bank, 425 Walnut Street, Cincinnati, OH 45202 acts as Custodian of
the securities and other assets of the Fund. Rodney Square Management Corp.,
P.O. Box 8987, Wilmington, DE 19899, acts as the Fund's transfer and shareholder
service agent. The Custodian and Transfer Agent do not participate in decisions
relating to the purchase and sale of securities by the Fund.

Tait, Weller & Baker, 121 South Broad Street, Philadelphia, PA 19107,
are the independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

As of June 23, 1997, the following shareholders owned more than 5% of
the outstanding voting securities of the Fund: Donaldson Lufkin Jenrette
Securities Corporation, Jersey City, NJ 07303 5.23%; Charles Schwab & Co., Inc.
For Exclusive Benefit of Customers, San Francisco CA 94104; 14.13%.

Perkins SAI B-19

<PAGE>

The Agreement and Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Fund's assets for any shareholder held
personally liable for obligations of the Fund or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Fund or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Fund. The Agreement and Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust's total assets. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Fund itself is unable to meet its
obligations.

FINANCIAL STATEMENTS

Perkins SAI B-20

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
August 1, 1997

PRO-CONSCIENCE
WOMEN'S EQUITY MUTUAL FUND
a series of
PROFESSIONALLY MANAGED PORTFOLIOS
625 Market St., 16th Floor
San Francisco, CA 94105

(415) 547-9135
(800) 385-7003

This Statement of Additional Information is not a prospectus and it
should be read in conjunction with the prospectus of the Pro-Conscience Women's
Equity Mutual Fund (the "Fund"). A copy of the prospectus of the Fund dated
August 1, 1997 is available by calling either of the numbers listed above.

<TABLE>
TABLE OF CONTENTS
<CAPTION>

<S> <C>

The Trust.......................................................................................................B-2
Investment Objective and Policies...............................................................................B-2
Investment Restrictions.........................................................................................B-5
Distributions And Tax Information...............................................................................B-6
Trustees And Executive Officers.................................................................................B-9
The Fund's Investment Advisor..................................................................................B-10
The Fund's Administrator.......................................................................................B-11
The Fund's Distributor.........................................................................................B-12
Execution of Portfolio Transactions............................................................................B-13
Additional Purchase And Redemption Information.................................................................B-15
Determination of Share Price...................................................................................B-16
Performance Information........................................................................................B-16
General Information............................................................................................B-17
Financial Statements...........................................................................................B-18
Appendix.......................................................................................................B-20
</TABLE>

WEMF SAI B-1

<PAGE>

THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust. The
Trust consists of various series which represent separate investment portfolios.
This Statement of Additional Information relates only to the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is a mutual fund with the investment objective of providing
long-term capital appreciation by investing primarily in equity securities
(common and preferred stocks). The following discussion supplements the
discussion of the Fund's investment objective and policies as set forth in the
Prospectus. There can be no assurance the objective of the Fund will be
attained.

Repurchase Agreements

The Fund may enter into repurchase agreements as discussed in the
Prospectus. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the U.S.
Government security itself. Such repurchase agreements will be made only with
banks with assets of $500 million or more that are insured by the Federal
Deposit Insurance Corporation or with Government securities dealers recognized
by the Federal Reserve Board and registered as broker-dealers with the
Securities and Exchange Commission ("SEC") or exempt from such registration. The
Fund will generally enter into repurchase agreements of short durations, from
overnight to one week, although the underlying securities generally have longer
maturities. The Fund may not enter into a repurchase agreement with more than
seven days to maturity if, as a result, more than 15% of the value of the Fund's
total assets would be invested in illiquid securities including such repurchase
agreements.

WEMF SAI B-2

<PAGE>

to the seller's estate and be treated as an unsecured creditor of the seller. As
an unsecured creditor, the Fund would be at the risk of losing some or all of
the principal and income involved in the transaction. As with any unsecured debt
instrument purchased for the Fund, the investment advisor seeks to minimize the
risk of loss through repurchase agreements by analyzing the creditworthiness of
the obligor, in this case the seller of the U.S. Government security.

When-Issued Securities

WEMF SAI B-3

<PAGE>

Foreign Securities; Currency Contracts and Related Options

Among the means through which the Fund may invest in foreign securities
is the purchase of American Depository Receipts ("ADR's") or European Depository
Receipts ("EDR's"). Generally, ADR's, in registered form, are denominated in
U.S. dollars and are designed for use in the U.S. securities markets, while
EDR's, in bearer form, may be denominated in other currencies and are designed
for use in European securities markets. ADR's are receipts typically issued by a
U.S. bank or trust company evidencing ownership of the underlying securities.
EDR's are European receipts evidencing a similar arrangement. For purposes of
the Funds' investment policies, ADR's and EDR's are deemed to have the same
classification as the underlying securities they represent. Thus an ADR or EDR
representing ownership of common stock will be treated as common stock.

As indicated in the prospectus, to the extent consistent with its
investment objectives and policies relating to investment in foreign securities,
the Fund is authorized to engage in currency exchange transactions by means of
buying and selling foreign currency on a spot basis, entering into foreign
currency forward contracts, buying and selling currency options, futures and
options on future to the extent of up to 5% of its assets. The Fund has no
present intention to do so.

These transactions involve certain risks. For example, there are
significant differences between the securities markets and options, futures or
currency contract markets that could result in an imperfect correlation between
these markets, causing a given transaction not to achieve its objectives. A
decision as to whether, when and how to use these transactions involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when the Fund
seeks to close out an options, futures or currency contract position. The
variable degree of correlation between price movements of options, futures or
currency contracts and price movements in the related portfolio positions of the
Fund creates the possibility that losses on these transactions may be greater
than gains in the value of the Fund's position. Also, options, futures and
currency contract markets may not be liquid in all circumstances and certain
over the counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction at all or without
incurring losses. Although the use of these transactions is intended to reduce
the risk of loss due to a decline in the value of the Fund's underlying
position, at the same time they tend to limit any potential gain which might
result from an increase in the value of such position. If losses were to result
from the use of such transactions, they could reduce net asset value and
possibly income. If the Fund determines to make use of these transactions to the
limited degree set forth above, the Fund will observe the federal and other
regulatory requirements pertaining to such transactions and will segregate
liquid assets (or, as permitted by applicable regulation, enter into certain
offsetting positions) to cover its obligations under such transactions to avoid
leveraging of the Fund.

WEMF SAI B-4

<PAGE>

INVESTMENT RESTRICTIONS

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

4. Purchase or sell commodities or commodity contracts (other than
futures transactions for the purposes and under the conditions described in the
prospectus and in this Statement of Additional Information).

8. Purchase or sell real estate; however, the Fund may invest in debt
securities secured by real estate or interests therein or issued by companies
which invest in real estate or interests therein, including real estate
investment trusts;

WEMF SAI B-5

<PAGE>

The Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. The Fund may not:

9. Purchase any security if as a result the Fund would then hold more
than 10% of any class of securities of an issuer (taking all common stock issues
of an issuer as a single class, all preferred stock issues as a single class,
and all debt issues as a single class) or more than 10% of the outstanding
voting securities of an issuer.

10. Invest in any issuer for purposes of exercising control or
management.

11. Invest in securities of other investment companies which would
result in the Fund owning more than 3% of the outstanding voting securities of
any one such investment company, the Fund owning securities of another
investment company having an aggregate value in excess of 5% of the value of the
Fund's total assets, or the Fund owning securities of investment companies in
the aggregate which would exceed 10% of the value of the Fund's total assets.

12. Invest, in the aggregate, more than 15% of its total assets in
securities which are not readily marketable or are illiquid.

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Tax Information

WEMF SAI B-6

<PAGE>

timing of distributions. The Fund's policy is to distribute to its shareholders
all of its investment company taxable income and any net realized long-term
capital gains for each fiscal year in a manner that complies with the
distribution requirements of the Code, so that the Fund will not be subject to
any federal income or excise taxes. To comply with the requirements, the Fund
must also distribute (or be deemed to have distributed) by December 31 of each
calendar year (I) at least 98% of its ordinary income for such year, (ii) at
least 98% of the excess of its realized capital gains over its realized capital
losses for the 12-month period ending on October 31 during such year and (iii)
any amounts from the prior calendar year that were not distributed and on which
the Fund paid no federal income tax.

WEMF SAI B-7

<PAGE>

from an exchange of Fund shares for shares of another mutual fund, the sales
charge incurred in purchasing the shares that are surrendered will be excluded
from their tax basis to the extent that a sales charge that would otherwise be
imposed in the purchase of the shares received in the exchange is reduced. Any
portion of a sales charge excluded from the basis of the shares surrendered will
be added to the basis of the shares received. Any loss realized upon a
redemption or exchange may be disallowed under certain wash sale rules to the
extent shares of the same Fund are purchased (through reinvestment of
distributions or otherwise) within 30 days before or after the redemption or
exchange.

This discussion and the related discussion in the prospectus have been
prepared by Fund management, and counsel to the Fund has expressed no opinion in
respect thereof.

WEMF SAI B-8

<PAGE>

TRUSTEES AND EXECUTIVE OFFICERS

Steven J. Paggioli,* 47 President and Trustee

Dorothy A. Berry, 52 Trustee

Wallace L. Cook, 56 Trustee

One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel, 57 Trustee

Rowley W.P. Redington, 51 Trustee

WEMF SAI B-9

<PAGE>

Eric M. Banhazl*, 39 Treasurer

2025 E. Financial Way, Suite 101, Glendora, California 91741. Senior Vice
President, The Wadsworth Group, Senior Vice President of ICAC and Vice President
of FFD since 1990.

Robin Berger*, 40 Secretary

479 West 22nd St., New York, New York 10011. Vice President, The Wadsworth Group
since June, 1993; formerly Regulatory and Compliance Coordinator, Equitable
Capital Management, Inc. (1991- 93).

Robert H. Wadsworth*, 57 Vice President

4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group since 1982, President of ICAC and FFD since 1990.

*Indicates an "interested person" of the Trust as defined in the 1940 Act.

Name of Trustee Total Annual Compensation

Dorothy A. Berry $22,000
Wallace L. Cook $17,500
Carl A. Froebel $17,500
Rowley W.P. Redington $17,500

During the fiscal year ended March 31, 1997, trustees' fees and expenses of
$3,000 were allocated to the Fund. As of the date of this Statement of
Additional Information, the Trustees and Officers of the Trust as a group did
not own more than 1% of the outstanding shares of the Fund.

THE FUND'S INVESTMENT ADVISOR

The use of the name "Pro-Conscience" by the Fund is pursuant to a
license granted by the Advisor, and in the event the Investment Advisory
Agreement with the Fund is terminated, the

WEMF SAI B-10

<PAGE>

Advisor has reserved the right to require the Fund to remove any references to
the name "Pro- Conscience."

The Advisor has undertaken to limit the Fund's operating expenses to no
more than 1.50% of the Fund's average net assets annually. For the fiscal year
ended March 31, 1995, the Advisor waived its advisory fee and reimbursed
expenses in an amount totaling $75,535. For the fiscal year ended March 31,
1996, the Advisor waived its advisory fee and reimbursed expenses totaling
$68,805. For the fiscal year ended March 31, 1997, the Advisor waived its
advisory fee and reimbursed expenses totaling $79,519.

Sub-Advisor

United States Trust Company of Boston is the Sub-Advisor to the Fund,
pursuant to a Sub-Advisory agreement approved by shareholders at a meeting held
on September 15, 1995. The Sub-Advisor, together with the Advisor, is
responsible for formulating and implementing the Fund's investment program. The
Sub-Advisor is a Massachusetts-chartered banking and trust company and is a
wholly-owned subsidiary of UST Corporation, a Massachusetts bank holding
company. It is located at 40 Court St., Boston, MA 02108. The Sub-Advisor has
approximately $3.1 billion of assets under management. The Trust Department of
the Sub-Advisor has managed funds as a fiduciary since 1895. Ms. Cheryl Smith,
Vice President of the Sub-Advisor, is the Fund's portfolio manager. For its
services, the Sub-Advisor receives a Sub-Advisory fee from the Advisor at the
rate of 0.25% of the Fund's average net assets annually. During the fiscal year
ended March 31, 1997, the subadvisor waived its fee.

The Fund receives investment advisory services pursuant to agreements
with the Advisor and the Trust. Each such agreement, after its initial term,
continues in effect for successive annual periods so long as such continuation
is approved at least annually by the vote of (1) the Board of Trustees of the
Trust (or a majority of the outstanding shares of the Fund to which the
agreement applies), and (2) a majority of the Trustees who are not interested
persons of any party to the Agreement, in each case cast in person at a meeting
called for the purpose of voting on such approval. Any such agreement may be
terminated at any time, without penalty, by either party to the agreement upon
sixty days' written notice and is automatically terminated in the event of its
"assignment," as defined in the 1940 Act.

THE FUND'S ADMINISTRATOR

The Fund has entered into an Administration Agreement with Investment
Company Administration Corporation ("ICAC"), a corporation owned and controlled
by Messrs. Banhazl, Paggioli and Wadsworth. The Agreement provides that ICAC
will prepare and coordinate reports and other materials supplied to the
Trustees; prepare and/or supervise the preparation and filing of all securities
filings, periodic financial reports, prospectuses, statements of additional
information, marketing materials, tax returns, shareholder reports and other
regulatory reports or filings required

WEMF SAI B-11

<PAGE>

of the Fund; prepare all required filings necessary to maintain the Fund's
qualification and/or registration to sell shares in all states where the Fund
currently does, or intends to do business; coordinate the preparation, printing
and mailing of all materials (e.g., Annual Reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Fund and ICAC. ICAC received fees of
$30,000 for each of the fiscal years ended March 31, 1995 and March 31, 1996.
For the fiscal year ended March, 31, 1997, ICAC waived $22,603 of its$30,000 fee
due from the Fund.

THE FUND'S DISTRIBUTOR

Distribution Plan

At a meeting held on September 15, 1995, shareholders approved a
distribution plan under Investment Company Act Rule 12b-1. The Plan provides
that the Fund may pay distribution and related expenses of up to 0.25% of the
Fund's average net assets to the Advisor as distribution coordinator. Expenses
permitted to be paid include preparation, printing and mailing of prospectuses,
shareholder reports such as semi-annual and annual reports, performance reports
and newsletters, sales literature and other promotional material to prospective
investors, direct mail solicitations, 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 shareholders of the Fund and such other expenses as may
be approved from time to time by the Board of Trustees.

The 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 Trustees make a
further determination, at the time any distribution expenses which have been
carried forward are submitted for payment, that

WEMF SAI B-12

<PAGE>

payment at the time is appropriate, consistent with the objectives of the Plan
and in the current best interests of shareholders.

Under the Plan, the Trustees are furnished with information quarterly
detailing the amount of expenses paid under the plan and the purposes for which
payments were made. The Plan may be terminated at any time by vote of a majority
of the Trustees of the Trust who are not interested persons. Continuation of the
Plan is considered by such Trustees no less frequently than annually.
Distribution fees in the amount of $9,811 were paid by the Fund for the fiscal
year ended March 31, 1997.

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Agreement, the Adviser and
Sub-Adviser determine which securities are to be purchased and sold by the Fund
and which broker-dealers will be used to execute the Fund's portfolio
transactions. Purchases and sales of securities in the over-the-counter market
will be executed directly with a "market-maker" unless, in the opinion of the
Adviser and Sub-Adviser, a better price and execution can otherwise be obtained
by using a broker for the transaction.

In placing portfolio transactions, the Adviser and Sub-Adviser will use
their best efforts to choose a broker-dealer capable of providing the services
necessary to obtain the most favorable price and execution available. The full
range and quality of services available will be considered in making these
determinations, such as the size of the order, the difficulty of execution, the
operational facilities of the firm involved, the firm's risk in positioning a
block of securities, and other factors. In those instances where it is
reasonably determined that more than one broker-dealer can offer the most
favorable price and execution available, consideration may be given to those
broker-dealers which furnish or supply research and statistical information to
the Adviser and Sub-Adviser that they may lawfully and appropriately use in
their investment advisory capacities, as well as provide other services in
addition to execution services. The Adviser and Sub-Adviser consider such
information, which is in addition to and not in lieu of the services required to
be performed by them under their Agreements with the Fund, to be useful in
varying degrees, but of indeterminable value. Portfolio transactions may be
placed with broker-dealers who sell shares of the Fund subject to rules adopted
by the National Association of Securities Dealers, Inc.

WEMF SAI B-13

<PAGE>

While it is the Fund's general policy to seek first to obtain the most
favorable price and execution available, in selecting a broker-dealer to execute
portfolio transactions for the Fund, weight is also given to the ability of a
broker-dealer to furnish brokerage and research services to the Fund or to the
Adviser or Sub-Adviser, even if the specific services are not directly useful to
the Fund and may be useful to the Adviser and Sub-Adviser in advising other
clients. In negotiating commissions with a broker or evaluating the spread to be
paid to a dealer, the Fund may therefore pay a higher commission or spread than
would be the case if no weight were given to the furnishing of these
supplemental services, provided that the amount of such commission or spread has
been determined in good faith by the Adviser and Sub-Adviser to be reasonable in
relation to the value of the brokerage and/or research services provided by such
broker-dealer. The standard of reasonableness is to be measured in light of the
Adviser and Sub-Adviser's overall responsibilities to the Fund.

Investment decisions for the Fund are made independently from those of
other client accounts or mutual funds managed or advised by the Adviser and
Sub-Adviser. Nevertheless, it is possible that at times identical securities
will be acceptable for both the Fund and one or more of such client accounts. In
such event, the position of the Fund and such client account(s) in the same
issuer may vary and the length of time that each may choose to hold its
investment in the same issuer may likewise vary. However, to the extent any of
these client accounts seeks to acquire the same security as the Fund at the same
time, the Fund may not be able to acquire as large a portion of such security as
it desires, or it may have to pay a higher price or obtain a lower yield for
such security. Similarly, the Fund may not be able to obtain as high a price
for, or as large an execution of, an order to sell any particular security at
the same time. If one or more of such client accounts simultaneously purchases
or sells the same security that the Fund is purchasing or selling, each day's
transactions in such security will be allocated between the Fund and all such
client accounts in a manner deemed equitable by the Adviser and Sub-Adviser,
taking into account the respective sizes of the accounts and the amount being
purchased or sold. It is recognized that in some cases this system could have a
detrimental effect on the price or value of the security insofar as the Fund is
concerned. In other cases, however, it is believed that the ability of the Fund
to participate in volume transactions may produce better executions for the
Fund.

The Fund does not use the Distributor to execute its portfolio
transactions. During the Fund's fiscal years ended March 31, 1995, March 31,
1996 and March 31, 1997, brokerage commissions paid by the Fund totaled $31,934,
$12,822 and $6,012, respectively.

WEMF SAI B-14

<PAGE>

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Payments to shareholders for shares of the Fund redeemed directly from
the Fund will be made as promptly as possible but no later than seven days after
receipt by the Fund's Transfer Agent of the written request in proper form, with
the appropriate documentation as stated in the Prospectus, except that the Fund
may suspend the right of redemption or postpone the date of payment during any
period when (a) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio securities or valuation of net assets of the Fund not reasonably
practicable; or (c)for such other period as the SEC may permit for the
protection of the Fund's shareholders. At various times, the Fund may be
requested to redeem shares for which it has not yet received confirmation of
good payment; in this circumstance, the Fund may delay the redemption until
payment for the purchase of such shares has been collected and confirmed to the
Fund.

Check-A-Matic

WEMF SAI B-15

<PAGE>

DETERMINATION OF SHARE PRICE

PERFORMANCE INFORMATION

WEMF SAI B-16

<PAGE>

P(1+T)n = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted

T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at
the end of the period

Aggregate total return is calculated in a similar manner, except that
the results are not annualized.Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period and gives effect to the maximum applicable sales charge.

The Fund's average annual total returns for the one year period and
from inception on October 1, 1993 through March 31, 1997 were 6.76% and 8.01%
respectively.

GENERAL INFORMATION

The Star Bank, located at 425 Walnut St., Cincinnati, Ohio 45201 acts
as Custodian of the securities and other assets of the Fund. American Data
Services, P.O. Box 5536, Hauppauge, NY 11788-0132 acts as the Fund's transfer
and shareholder service agent. The Custodian and Transfer Agent do not
participate in decisions relating to the purchase and sale of securities by the
Fund.

Tait, Weller & Baker, Two Penn Center Plaza, Philadelphia, PA 19102,
are the independent auditors for the Fund.

Paul, Hastings, Janofsky & Walker, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Fund.

WEMF SAI B-17

<PAGE>

The following persons are beneficial owners of more than 5% of the
Fund's outstanding voting securities as of June 23, 1997. An asterisk denotes an
account affiliated with the Fund's investment advisor, officers, or trustees:

*Star Bank, Cust., L. Christian IRA, Seattle, WA 98119; 7.08%

*Hud & Co., c/o U.S. Trust Co. Boston, Boston, MA 02108; 5.01%

First National Bank of Seattle, Trustee, Rosebud Trust, Los Angeles, CA
90051; 6.56%.

Charles Schwab & Co., Inc. For Exclusive Benefit of Customers, San
Francisco CA 94104; 13.04%

FINANCIAL STATEMENTS

The annual report to shareholders for the Fund for the fiscal year
ended March 31, 1997 is a separate document supplied with this Statement of
Additional Information and the financial

WEMF SAI B-18

<PAGE>

statements, accompanying notes and report of independent accountants appearing
therein are incorporated by reference in this Statement of Additional
Information.

WEMF SAI B-19

<PAGE>

APPENDIX

Description of Bond Ratings*

Moody's Investors Service

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

WEMF SAI B-20

<PAGE>

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

Standard & Poor's Corporation

AAA: Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest.

A: Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.

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

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

WEMF SAI B-21

<PAGE>

PROFESSIONALLY MANAGED PORTFOLIOS

FORM N-1A
PART C

Item 24. Financial Statements and Exhibits.

(a) Financial Statements: Financial Statements for the fiscal year ended
March 31, 1997: Incorporated by reference from the annual reports to
shareholders for the fiscal year ended March 31, 1997) (Avondale Total
Return, Harris Bretall Sullivan & Smith Growth Equity, Hodges,
Osterweis, Perkins Opportunity and Women's Equity Mutual Fund Series).

Financial Statements for the fiscal year ended June 30, 1996:
Incorporated by Reference from the annual reports to shareholders for
the fiscal year ended June 30, 1996 (Boston Managed Growth Fund,
Leonetti Balanced Fund, U.S. Global Leaders Growth Fund series).

Financial Statements for the fiscal year ended August 31, 1996:
Incorporated by Reference from the annual reports to shareholders for
the fiscal year ended August 31, 1996 (Academy Value, Lighthouse
Growth and Trent Equity Fund Series).

Financial Statements for the fiscal yer ended December 31, 1996;
Incorporated by Reference from the annual reports to shareholders for
the fiscal year ended December 31, 1996 (Insightful Investor Growth
Fund Series, Matrix Growth Fund Series, Matrix Emerging Growth Fund
Series)

(b) Exhibits:

(1) Agreement and Declaration of Trust-2

(2) By-Laws--2

(3) Voting Trust Agreement -- Not applicable

(4) Specimen Share Certificate-3

(5) Form of Investment Advisory Agreement-1

(6) Form of Distribution Agreement-1

(7) Benefit Plan -- Not applicable

(8) Form of Custodian and Transfer Agent
Agreements-6

(9) Form of Administration Agreement--7

(10) Consent and Opinion of Counsel as to legality of
shares-3

(11) Consent of Accountants

(12) All Financial Statements omitted from Item 23 --
Not applicable

(13) Letter of Understanding relating to initial
capital-3

(14) Model Retirement Plan Documents - Not applicable

(15) Form of Plan pursuant to Rule 12b-1 -1

(16) Schedule for Computation of Performance
Quotations-5

1 Incorporated by reference from Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A, filed on January 16, 1996.

2 Incorporated by reference from Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A, filed on December 29, 1995.

3 Incorporated by reference from Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on April 13, 1987.

4 Incorporated by reference to Post-effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on May 2, 1991.

5 Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed on June 17, 1992.

6 To be filed by amendment.

7 Incorporated by reference from Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A, filed on April 24, 1997.

Item 25. Persons Controlled by or under Common Control with Registrant.

As of the date of this Amendment to the Registration Statement, there
are no persons controlled or under common control with the Registrant.

Item 26. Number of Holders of Securities.

Number of Record
Holders as of
Title of Class June 20, 1997

Shares of Beneficial Interest, no par value:

Academy Value Fund 147
Avondale Total Return Fund 148
Boston Managed Growth Fund 176
Hodges Fund 984
Osterweis Fund 125
Perkins Opportunity Fund 7,485
ProConscience Womens Equity Fund 493
Trent Equity Fund 123
Matrix Growth Fund 410
Matrix Emerging Growth Fund 62
Leonetti Balanced Fund 302
Lighthouse Growth Fund 372
U.S.Global Leaders Growth Fund 91
Harris, Bretall, Sullivan & Smith
Growth Equity Fund 67
Pzena Focused Value Fund 140
Titan Financial Services Fund 306

Item 27. Indemnification

The information on insurance and indemnification is incorporated by
reference to Pre-Effective Amendment No. 1 and Post-Effective Amendment No. 1 to
the Registrant's Registration Statement.

In addition, insurance coverage for the officers and trustees of the
Registrant also is provided under a Directors and Officers/Errors and Omissions
Liability insurance policy issued by ICI Mutual Insurance Company with a
$1,000,000 limit of liability.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser.

With respect to Investment Advisors, the response to this item is
incorporated by reference to their Form ADVs as amended:

Herbert R. Smith & Co, Inc. File No. 801-7098
Hodges Capital Management, Inc. File No. 801-35811
Perkins Capital Management, Inc. File No. 801-22888
Osterweis Capital Management File No. 801-18395
Pro-Conscience Funds, Inc. File No. 801-43868
Trent Capital Management, Inc. File No. 801-34570
Academy Capital Management File No. 801-27836
Sena, Weller, Rohs, Williams File No. 801-5326
Leonetti & Associates, Inc. File No. 801-36381
Lighthouse Capital Management File No. 801-32168
Yeager, Wood & Marshall, Inc. File No. 801-4995
Harris Bretall Sullivan & Smith File No. 801-7369
Pzena Investment Management LLC File No. 801-50838
Titan Investment Advisers, LLC File No. 801-51306
Pacific Gemini Partners LLC File No. 801-50007

With respect to United States Trust Company of Boston, the response to this
item is incorporated by reference to the responses to Item 5 of Part A and Item
16 of Part B ("Management")of Post-Effective Amendment No. 20 to the
Registration Statement.

Item 29. Principal Underwriters.

(a) First Fund Distributors, Inc. (the "Distributor") is the principal
underwriter all series of the Registrant except for the Hodges Fund, the Matrix
Growth Fund and the Matrix Emerging Growth Fund. The Distributor acts as
principal underwriter for the following other investment companies:

Advisors Series Trust
Guinness Flight Investment Funds, Inc.
Hotchkis and Wiley Funds
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.
UBS Private Investor Funds

First Dallas Securities, Inc., 2311 Cedar Springs Rd., Ste. 100, Dallas, TX
75201, an affiliate of Hodges Capital Management, acts as Distributor of the
Hodges Fund. The President and Chief Financial Officer of First Dallas
Securities, Inc. is Don W. Hodges. First Dallas does not act as principal
underwriter for any other investment companies. Reynolds, DeWitt Securities Co.,
an affiliate of Sena Weller Rohs Williams, 300 Main St., Cincinnati, OH 45202,
acts as Distributor for the Matrix Growth Fund and Matrix Emerging Growth Fund.

(b) The officers of First Fund Distributors, Inc. are:

Robert H. Wadsworth President & Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Secretary

Each officer's business address is 4455 E. Camelback Rd., Ste. 261-E,
Phoenix, AZ 85018. Mr. Paggioli serves as President and a Trustee of the
Registrant. Mr. Wadsworth serves as Vice President of the Registrant. Mr.
Banhazl serves as Treasurer of the Registrant.

c. Incorporated by reference from the Statement of Additional
Information filed herewith as Part B.

Item 30. Location of Accounts and Records.

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession the Registrant's
custodian and transfer agent, except those records relating to portfolio
transactions and the basic organizational and Trust documents of the Registrant
(see Subsections (2) (iii). (4), (5), (6), (7), (9), (10) and (11) of Rule
31a-1(b)), which, with respect to portfolio transactions are kept by each Fund's
Advisor at its address set forth in the prospectus and statement of additional
information and with respect to trust documents by its administrator at 479 West
22nd Street, New York, NY 10011 and 2025 E. Financial Way, Ste. 101, Glendora,
CA 91741.

Item 31. Management Services.

There are no management-related service contracts not discussed in
Parts A and B.

Item 32. Undertakings

The registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of each Fund's latest annual report to shareholders, upon
request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this amendment to this registration statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York in the State of
New York on June 30, 1997.

PROFESSIONALLY MANAGED PORTFOLIOS

By /S/ Steven J. Paggioli
Steven J. Paggioli
President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

/S/ Steven J. Paggioli Trustee June 30, 1997
Steven J. Paggioli

/S/ Eric M. Banhazl Principal June 30, 1997
Eric M. Banhazl Financial
Officer

Dorothy A. Berry Trustee June 30, 1997
*Dorothy A. Berry

Wallace L. Cook Trustee June 30, 1997
*Wallace L. Cook

Carl A. Froebel Trustee June 30, 1997
*Carl A. Froebel

Rowley W. P. Redington Trustee June 30, 1997
*Rowley W. P. Redington

* By /S/ Steven J. Paggioli
Steven J. Paggioli, Attorney-in-Fact under powers of
attorney as filed with Post-Effective Amendment No. 20 to the
Registration Statement filed on May 17, 1995

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the references to our firm in the Post-Effective Amendment
No. 36 to the Registration Statement on Form N-1A of Professionally Managed
Portfolios and to the use of our reports dated April 17, 1997 and May 27, 1997
on the financial statements and financial highlights of the Avondale Total
Return Fund, Hodges Fund, Perkins Opportunity Fund and Pro-Conscience Women's
Equity Mutual Fund, each a series of Professionally Managed Portfolios. Such
financial statements and financial highlights appear in the 1997 Annual Report
to Shareholders of each Fund which are incorporated by reference into the
Statements of Additional Information.

Tait, Weller & Baker

Philadelphia, PA
June 30, 1997

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the references to our firm in the Post-Effective Amendment
No. 36 to the Registration Statement on Form N-1A of Professionally Managed
Portfolios and to the use of our reports dated May 9, 1997 on the financial
statements and financial highlights of the Osterweis Fund and Harris Bretall
Sullivan & Smith Growth Equity Fund, each a series of Professionally Managed
Portfolios. Such financial statements and financial highlights appear in the
1997 Annual Reports to Shareholders of each Fund which are incorporated by
reference into the Statements of Additional Information.

Ernst & Young LLP

Los Angeles, CA
June 30, 1997

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<NAME> AVONDALE TOTAL RETURN FUND

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<PERIOD-END> MAR-31-1997
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<OTHER-ITEMS-LIABILITIES> 26,835
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<SHARES-COMMON-PRIOR> 352,735
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<ACCUMULATED-NET-GAINS> 178,385
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,289,451
<NET-ASSETS> 9,877,941
<DIVIDEND-INCOME> 105,505
<INTEREST-INCOME> 144,454
<OTHER-INCOME> 0
<EXPENSES-NET> 186,645
<NET-INVESTMENT-INCOME> 63,314
<REALIZED-GAINS-CURRENT> 328,367
<APPREC-INCREASE-CURRENT> (278,573)
<NET-CHANGE-FROM-OPS> 113,108
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 103,009
<DISTRIBUTIONS-OF-GAINS> 618,518
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 50,865
<NUMBER-OF-SHARES-REDEEMED> 50,807
<SHARES-REINVESTED> 25,387
<NET-CHANGE-IN-ASSETS> 25,345
<ACCUMULATED-NII-PRIOR> 958
<ACCUMULATED-GAINS-PRIOR> 468,536
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 71,531
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 186,645
<AVERAGE-NET-ASSETS> 10,216,422
<PER-SHARE-NAV-BEGIN> 27.76
<PER-SHARE-NII> 0.18
<PER-SHARE-GAIN-APPREC> 0.14
<PER-SHARE-DIVIDEND> (.28)
<PER-SHARE-DISTRIBUTIONS> (1.67)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.13
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000811030
<NAME> PROFESSIONALLY MANAGED PORTFOLIOS
<SERIES>
<NUMBER> 2
<NAME> HODGES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 18,834,549
<INVESTMENTS-AT-VALUE> 19,667,300
<RECEIVABLES> 149,517
<ASSETS-OTHER> 4,977
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 19,821,794
<PAYABLE-FOR-SECURITIES> 297,664
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 101,664
<TOTAL-LIABILITIES> 399,328
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,986,995
<SHARES-COMMON-STOCK> 1,470,953
<SHARES-COMMON-PRIOR> 1,031,364
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,602,720
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 832,751
<NET-ASSETS> 19,422,466
<DIVIDEND-INCOME> 165,902
<INTEREST-INCOME> 33,283
<OTHER-INCOME> 0
<EXPENSES-NET> 357,552
<NET-INVESTMENT-INCOME> (158,367)
<REALIZED-GAINS-CURRENT> 3,206,306
<APPREC-INCREASE-CURRENT> (904,746)
<NET-CHANGE-FROM-OPS> 2,143,193
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1,706,975
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 385,232
<NUMBER-OF-SHARES-REDEEMED> 58,775
<SHARES-REINVESTED> 113,132
<NET-CHANGE-IN-ASSETS> 439,589
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 261,756
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 141,685
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 357,552
<AVERAGE-NET-ASSETS> 16,687,068
<PER-SHARE-NAV-BEGIN> 12.87
<PER-SHARE-NII> (0.11)
<PER-SHARE-GAIN-APPREC> 3.20
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.76)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.20
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000811030
<NAME> PROFESSIONALLY MANAGED PORTFOLIOS
<SERIES>
<NUMBER> 3
<NAME> PERKINS OPPORTUNITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 98,168,679
<INVESTMENTS-AT-VALUE> 74,880,822
<RECEIVABLES> 593,863
<ASSETS-OTHER> 69,960
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 75,544,645
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 270,307
<TOTAL-LIABILITIES> 270,307
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 103,648,843
<SHARES-COMMON-STOCK> 5,983,843
<SHARES-COMMON-PRIOR> 4,913,834
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,086,648)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (23,287,857)
<NET-ASSETS> 75,274,338
<DIVIDEND-INCOME> 107,356
<INTEREST-INCOME> 639,313
<OTHER-INCOME> 0
<EXPENSES-NET> 2,187,974
<NET-INVESTMENT-INCOME> (1,441,305)
<REALIZED-GAINS-CURRENT> (145,477)
<APPREC-INCREASE-CURRENT> (38,322,304)
<NET-CHANGE-FROM-OPS> (39,909,086)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 6,511,345
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,051,945
<NUMBER-OF-SHARES-REDEEMED> 3,899,033
<SHARES-REINVESTED> 374,001
<NET-CHANGE-IN-ASSETS> 3,526,913
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,570,174
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,152,114
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,187,974
<AVERAGE-NET-ASSETS> 115,416,355
<PER-SHARE-NAV-BEGIN> 18.78
<PER-SHARE-NII> (0.24)
<PER-SHARE-GAIN-APPREC> (4.98)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.98)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.58
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000811030
<NAME> PROFESSIONALLY MANAGED PORTFOLIOS
<SERIES>
<NUMBER> 5
<NAME> PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 3,820,056
<INVESTMENTS-AT-VALUE> 4,305,514
<RECEIVABLES> 92,363
<ASSETS-OTHER> 68,561
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,466,438
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,658
<TOTAL-LIABILITIES> 21,658
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,961,835
<SHARES-COMMON-STOCK> 367,200
<SHARES-COMMON-PRIOR> 294,820
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,513)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 485,458
<NET-ASSETS> 4,444,780
<DIVIDEND-INCOME> 44,555
<INTEREST-INCOME> 12,475
<OTHER-INCOME> 0
<EXPENSES-NET> 58,864
<NET-INVESTMENT-INCOME> (1,834)
<REALIZED-GAINS-CURRENT> 75,795
<APPREC-INCREASE-CURRENT> 153,825
<NET-CHANGE-FROM-OPS> 227,786
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,977
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 107,417
<NUMBER-OF-SHARES-REDEEMED> 35,270
<SHARES-REINVESTED> 233
<NET-CHANGE-IN-ASSETS> 72,380
<ACCUMULATED-NII-PRIOR> 2,658
<ACCUMULATED-GAINS-PRIOR> (78,308)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 39,243
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 160,986
<AVERAGE-NET-ASSETS> 3,935,112
<PER-SHARE-NAV-BEGIN> 11.22
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 0.90
<PER-SHARE-DIVIDEND> (0.01)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.10
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000811030
<NAME> PROFESSIONALLY MANAGED PORTFOLIOS
<SERIES>
<NUMBER> 6
<NAME> THE OSTERWEIS FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 13,590,372
<INVESTMENTS-AT-VALUE> 16,523,935
<RECEIVABLES> 43,611
<ASSETS-OTHER> 14,299
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16,581,845
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31,903
<TOTAL-LIABILITIES> 31,903
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,145,613
<SHARES-COMMON-STOCK> 1,284,546
<SHARES-COMMON-PRIOR> 1,438,373
<ACCUMULATED-NII-CURRENT> 22,387
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 448,379
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,933,563
<NET-ASSETS> 16,549,942
<DIVIDEND-INCOME> 230,875
<INTEREST-INCOME> 167,223
<OTHER-INCOME> 15,347
<EXPENSES-NET> 303,473
<NET-INVESTMENT-INCOME> 109,972
<REALIZED-GAINS-CURRENT> 576,542
<APPREC-INCREASE-CURRENT> 1,224,750
<NET-CHANGE-FROM-OPS> 1,911,264
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 113,260
<DISTRIBUTIONS-OF-GAINS> 188,621
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 329,346
<NUMBER-OF-SHARES-REDEEMED> 507,580
<SHARES-REINVESTED> 24,407
<NET-CHANGE-IN-ASSETS> (153,827)
<ACCUMULATED-NII-PRIOR> 25,675
<ACCUMULATED-GAINS-PRIOR> 60,458
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 179,929
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 303,473
<AVERAGE-NET-ASSETS> 17,345,445
<PER-SHARE-NAV-BEGIN> 11.74
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 1.27
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> (0.13)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.88
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000811030
<NAME> PROFESSIONALLY MANAGED PORTFOLIOS
<SERIES>
<NUMBER> 14
<NAME> HARRIS BRETALL SULLIVAN & SMITH GROWTH EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 3,220,238
<INVESTMENTS-AT-VALUE> 3,409,218
<RECEIVABLES> 23,471
<ASSETS-OTHER> 56,665
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,489,354
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22,987
<TOTAL-LIABILITIES> 22,987
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,269,805
<SHARES-COMMON-STOCK> 314,179
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (1,440)
<OVERDISTRIBUTION-NII> 0
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</TABLE>