PROFESSIONALLY MANAGED PORTFOLIOS
497, 1999-06-25
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                       DUNCAN-HURST AGGRESSIVE GROWTH FUND
                     DUNCAN-HURST LARGE CAP GROWTH-20 FUND,
                   SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

                          SUPPLEMENT DATED JULY 1, 1999
                       TO PROSPECTUS DATED MARCH 31, 1999

         1.  Shareholders  of the Funds may exchange  their shares for shares of
Duncan-Hurst   International  Growth  Fund  (the  "International  Fund").  These
exchanges  are subject to the same terms and  conditions as set forth under "How
to Exchange  Shares" on page 11 of the Funds'  Prospectus.  Shareholders  should
obtain a copy of the International  Fund prospectus and read it before making an
investment.


         2. The following replaces the information contained on pages 3 and 4 of
the Funds' Prospectus relating to Class R shares:

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)

                                                   LARGE CAP         AGGRESSIVE
                                                   GROWTH-20           GROWTH
                                                   ---------         ----------
Management Fees                                      1.00%             1.00%
Distribution and Services (12b-1) Fees               0.25%             0.25%
Other Expenses                                       2.50%             2.50%
                                                    -----             -----
Total Annual Fund Operating Expenses                 3.75%             3.75%
Fee Reduction and/or Expense Reimbursement          (2.27%)           (2.27%)
                                                    -----             -----
Net Expenses                                         1.48%             1.48%
                                                    =====             =====

- ----------
*Other  Expenses  are  estimated  for the first  fiscal  year of each Fund.  The
Adviser has contractually  agreed to reduce its fees and/or pay expenses of each
Fund for an indefinite period to insure that Total Fund Operating  Expenses will
not exceed 1.48% for each Fund. The Adviser  reserves the right to be reimbursed
for any waiver of its fees or  expenses  paid on behalf of the Funds if a Fund's
expenses  are less  than the limit  agreed to by the  Funds.  The  Trustees  may
terminate this expense reimbursement arrangement at any time.

EXAMPLE

This  example is intended to help you compare the costs of  investing in Class R
shares of the Funds with the cost of investing in other mutual funds.

This  Example  assumes  that you invest  $10,000 in a Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, under the assumptions, your costs would be:

                                                    1 Year            3 Years
                                                    ------            -------

Duncan-Hurst Large Cap Growth-20 Fund                $151              $468
Duncan-Hurst Aggressive Growth Fund                  $151              $468


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