PROFESSIONALLY MANAGED PORTFOLIOS, 485BPOS, 1999-08-16

PROFESSIONALLY MANAGED PORTFOLIOS
485BPOS, 1999-08-16

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As Filed With The Securities and Exchange Commission On August 16, 1999

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. 80 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 81 [X]

(Check appropriate box or boxes)

PROFESSIONALLY MANAGED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)

915 Broadway
New York, NY 10010
(Address of Principal Executive Offices, Including Zip Code)

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

Steven J. Paggioli
Professionally Managed Portfolios
915 Broadway
New York, NY 10010
(Name and Address of Agent for Service)

Copy to:

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

It is proposed that this filing will become effective (check appropriate box)

[ ] Immediately upon filing pursuant to paragraph (b)
[X] On August 18, 1999 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.

================================================================================
<PAGE>
LEONETTI GROWTH FUND
LEONETTI BALANCED FUND
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

Leonetti Growth Fund is a no-load mutual fund that seeks to provide
investors with long-term growth of capital.

Leonetti Balanced Fund is a no-load mutual fund that seeks total return
through a combination of income and capital growth, consistent with preservation
of capital.

AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION DOES NOT
APPROVE OR DISAPPROVE OF THESE SHARES OR DETERMINE WHETHER THE INFORMATION IN
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS A CRIMINAL OFFENSE FOR ANYONE TO
INFORM YOU OTHERWISE.

The date of this Prospectus is August 18, 1999

<PAGE>
TABLE OF CONTENTS

An Overview of the Funds ..................................................
Performance ...............................................................
Fees and Expenses .........................................................
Investment Objectives and Principal Investment Strategies .................
Principal Risks of Investing in the Funds .................................
Investment Advisor ........................................................
Shareholder Information ...................................................
Pricing of Fund Shares ....................................................
Dividends and Distributions ...............................................
Tax Consequences ..........................................................
Financial Highlights ......................................................

2
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AN OVERVIEW OF THE FUNDS

LEONETTI GROWTH FUND

THE FUND'S INVESTMENT GOAL

The Fund seeks long-term growth of capital.

THE FUND'S PRINCIPAL INVESTMENT STRATEGIES

The Fund will primarily invest in equity securities of domestic companies of any
size. In selecting investments, the Advisor will primarily invest in:

* growth stocks that exhibit a rising trend in earnings and revenue
* out-of-favor blue chip stocks
* small companies with rapidly rising revenues and earnings

PRINCIPAL RISKS OF INVESTING IN THE FUND

There is the risk that you could lose money on your investment in the Fund. The
following risks could affect the value of your investment:

* The stock market goes down
* Interest rates rise which can result in a decline in the stock market
* Growth stocks fall out of favor with the stock market
* Stocks in the Fund's portfolio may not increase their earnings at the
rate anticipated
* Securities of undervalued companies may remain undervalued during a
given period
* Securities of smaller-capitalization companies involve greater risk
than investing in larger- capitalization companies

WHO MAY WANT TO INVEST IN THE FUND

The Fund may be appropriate for investors who:

* Are pursuing a long-term goal such as retirement
* Want to add an investment with growth potential to diversify their
investment portfolio
* Are willing to accept higher short-term risk along with higher
potential for long-term growth

The Fund may not be appropriate for investors who:

* Need regular income or stability of principal
* Are pursuing a short-term goal

3
<PAGE>
LEONETTI BALANCED FUND

THE FUND'S INVESTMENT GOAL

The Fund seeks total return through a combination of income and capital growth,
consistent with preservation of capital

THE FUND'S PRINCIPAL INVESTMENT STRATEGIES

The Fund invests in a combination of equity and high-quality fixed-income
securities. Although the percentage of assets allocated between equity and
fixed-income securities is flexible, under normal market conditions, the Advisor
expects that between 25% and 75% of the Fund's assets will be invested in either
equity securities or fixed-income securities. Because the Fund seeks to produce
the maximum total return, a significant portion of the Fund's assets has
historically been allocated to common stocks. In selecting equity securities for
the Fund, the Advisor emphasizes three types of investments:

* Growth stocks that exhibit a rising trend in earnings and revenues
* Out-of-favor blue chip stocks
* Small companies with rapidly rising revenues and earnings

In selecting fixed-income securities, the Advisor seeks a reliable and constant
stream of income for the Fund, while preserving its capital.

PRINCIPAL RISKS OF INVESTING IN THE FUND

There is the risk that you could lose money on your investment in the Fund. The
following risks could affect the value of your investment:

* The stock market goes down
* Interest rates rise which can result in a decline in both the equity
and fixed-income markets
* Growth stocks fall out of favor with the stock market
* Stocks in the Fund's portfolio may not increase their earnings at the
rate anticipated
* Securities of smaller-capitalization companies involve greater risk
than investing in larger- capitalization companies
* Securities of undervalued companies may remain undervalued during a
given period

4
<PAGE>
WHO MAY WANT TO INVEST IN THE FUND

The Fund may be appropriate for investors who:

* Are pursuing a long-term goal such as retirement
* Are seeking total return from both capital gains and income
* Are willing to accept a moderate degree of market volatility

The Fund may not be appropriate for investors who:

* Are pursuing a short-term goal
* Are seeking a steady level of income

5
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PERFORMANCE

The following performance information indicates some of the risks of
investing in the Leonetti Balanced Fund. The bar chart shows how the Fund's
total return has varied from year to year. The table shows the Fund's average
return over time compared with a blended index and an index the measures the
performance of funds that have a similar investment objective as the Fund. This
past performance will not necessarily continue in the future. Since the Leonetti
Growth Fund will not commence operations until September 1, 1999, there is no
performance shown.

CALENDAR YEAR TOTAL RETURNS (%)*

[The following is the bar chart]

1996: 6.83
1997: 20.85
1998: 27.52

[End of bar chart]

* The Fund's year-to-date return as of 6/30/99 was 10.11%.

During the period shown in the bar chart, the Fund's highest quarterly
return was 21.36% for the quarter ended December 31, 1998 and the lowest
quarterly return was -6.99% for the quarter ended September 30, 1998.

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1998
Since Inception
1 Year (8/1/95)
------ --------
Leonetti Balanced Fund 27.52% 17.70%
Wilshire 5000 Equity Index/
Salomon Broad Investment Grade
Bond Index/90-day U.S. Government
Treasury Bill* 18.77% 19.18%
Lipper Balanced Index** 15.09% 16.65%

- ----------
* These figures represents a blend of the performance of the Wilshire 5000
Equity Index (65%), the Salomon Broad Investment Grade Bond Index (25%) and
the 90-day U.S. Government Treasury Bill (10%).
** The Lipper Balanced Fund Index measures the performance of those mutual
funds that Lipper Analytical Services, Inc. has classified as "balanced."
Balanced funds maintain a portfolio of both stocks and bonds.

6
<PAGE>
FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Funds.

Growth Fund Balanced Fund
----------- -------------
SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed
on purchases...................................... None None
Maximum deferred sales charge (load) .............. None None

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

Management Fees ................................... 1.00% 1.00%
Other Expenses .................................... 1.26% 0.77%
----- -----
Total Annual Fund Operating Expenses .............. 2.26% 1.77%
Fee Reduction and/or Expense Reimbursement ........ (0.26)% -0-
----- -----
Net Expenses ...................................... 2.00 1.77%
===== =====

- ----------
* Other Expenses are estimated for the first fiscal year of the Growth Fund.
The Advisor has contractually agreed to reduce its fees and/or pay expenses
of the Fund for an indefinite period to ensure the Total Fund Operating
Expenses will not exceed the net expense amount shown. The Advisor reserves
the right to be reimbursed for any waiver of its fees or expenses paid on
behalf of the Fund if the Fund's expenses are less than the limit agreed to
by the Fund. 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
shares of the Funds with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Funds for the time
period 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 Funds' operating expenses remain the same. Although your actual costs may be
higher or lower, under the assumptions, your costs would be:

Growth Fund Balanced Fund
----------- -------------
One Year .......................................... $203 $ 180
Three Years ....................................... $627 $ 557
Five Years ........................................ N/A $ 959
Ten Years ......................................... N/A $2,084

7
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INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

LEONETTI GROWTH FUND

The Fund's investment goal is long-term growth of capital.

The Fund will primarily invest in equity securities of domestic
companies of any size. Equity securities include common and preferred stock.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities that have the potential for long-term growth of
capital. In selecting equity investments for the Fund the Advisor emphasizes the
following three types of investments.

The Advisor seeks growth stocks that have shown a rising trend in
earnings and revenues over a period of years. Companies with low or declining
debt levels, rising gross profit margins, expanding product lines and
significant stock ownership by management are viewed by the Advisor as
attractive. Many of such companies may be components of the Standard & Poor's
500 Index. The Advisor does not limit its investment selections to companies
within this Index and will invest in any company that the Advisor believes has
similar characteristics.

In evaluating out-of-favor companies, the Advisor's fundamental focus
is on a company's business. The Advisor looks for companies that have
experienced problems due to debt, management, excess expenses or cyclical
forces, but are still leaders in their industries. This group of companies
includes, but is not limited to, the largest corporations. It is the Advisor's
opinion that such companies frequently undergo restructuring, management
changes, debt reduction and other corporate events that can have a positive
effect on the prices of such stocks, while still providing a cash flow through
regular dividend payments.

The small companies selected for the Fund's portfolio will have
experienced rapidly rising revenues and earnings. The Advisor looks for
companies that have little or no debt, a following in the investment community,
an expanding product line or products that involve a change or improvement in
their industry and control or significant involvement by company founders in
day- to-day management.

The Fund will typically sell a stock when the Advisor determines that
the attributes which led to its purchase no longer exist. Securities may also be
sold when the Advisor believes a stock has reached its appreciation potential or
when a company's fundamentals and corresponding stock
price have deteriorated.

Under normal market conditions, the Fund will stay fully invested in
stocks. However, the Fund may temporarily depart from its principal investment
strategies by making short-term investments in cash equivalents in response to
adverse market, economic or political conditions. This may result in the Fund
not achieving its investment objective.

The Fund anticipates that its portfolio turnover rate will be 150%. A
high portfolio turnover rate (100% or more) has the potential to result in the
realization and distribution to shareholders of higher capital gains. This may
mean that you would be likely to have a higher tax liability. A high portfolio
turnover rate also leads to higher transaction costs, which could negatively
affect the Fund's performance.

8
<PAGE>
LEONETTI BALANCED FUND

The Fund's investment goal is to seek total return through a
combination of income and capital growth, consistent with the preservation of
capital.

The Advisor has the flexibility to select among different types of
investments for growth and income and to alter the composition of the Fund's
portfolio as economic and market trends change. Under normal market conditions,
the Fund expects that between 25% and 75% of the Fund's assets will be invested
in either equity securities or fixed income securities.

The Fund will primarily invest in equity securities of domestic
companies of any size. Equity securities include common and preferred stock.

In selecting equity investments for the Fund the Advisor emphasizes the
following three types of investments.

The Fund will typically sell a stock when the fundamental reason that
the stock was purchased no longer exists. Securities may also be sold when the
Advisor believes a stock has reached its appreciation potential, or when a
company's fundamentals and corresponding stock price have deteriorated.

Fixed-income securities held by the Fund are expected to include U.S.
Treasury and agency obligations and investment grade corporate debt securities.
Investment grade debt securities are generally considered to be those rated BBB
or better by Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit

9
<PAGE>
Rating Co. ("Duff") or Fitch Investors Service, Inc. ("Fitch"), or Baa or better
by Moody's Investors Service, Inc. ("Moody's"), or if unrated, determined by the
Advisor to be of equal quality. Securities rated BBB by S&P, Duff and Fitch or
Baa by Moody's, the lowest tier of investment grade, are generally regarded as
having adequate capacity to pay interest and repay principal, but may have some
speculative characteristics. It is expected that at least 25% of the Fund's
assets will be invested in fixed-income securities.

In selecting fixed-income securities, the Advisor uses a combined
approach of technical and fundamental analysis. The Advisor focuses on the
anticipated direction of interest rates and the yield curve. Corporate bond
analysis encompasses the same research approach that is used in
purchasing common stocks for the Fund.

Fixed-income securities will ordinarily be sold if the Advisor believes
that the interest rate environment is changing, to adjust the length of
maturities and to maintain a desired level of allocation to the entire
portfolio.

Under normal market conditions, the Fund will stay fully invested in
stocks and/or fixed-income securities. However, the Fund may temporarily depart
from its principal investment strategies by making short-term investments in
cash equivalents in response to adverse market, economic or political
conditions. This may result in the Fund not achieving its investment objective.

10
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUNDS

The principal risks of investing in the Funds that may adversely affect
the Funds' net asset value or total return are summarized above in "An Overview
of the Funds." These risks are discussed in more detail below.

MARKET RISK. The risk that the market value of a security may move up
and down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole.

SMALLER AND NEWER COMPANIES RISK. Investing in securities of smaller
and newer companies may involve greater risk than investing in larger companies
because they can be subject to more abrupt or erratic share price changes than
larger companies. Small companies may have limited product lines, markets or
financial resources and their management may be dependent on a limited number of
key individuals. Securities of these companies may have limited market liquidity
and their prices may be more volatile.

FIXED-INCOME SECURITIES RISK. The Balanced Fund invests in fixed-income
securities. The market value of fixed-income securities are sensitive to
prevailing interest rates. Generally, when interest rates rise, the fixed-income
security's value declines and when interest rates decline, its market value
rises. Generally, the longer the remaining maturity of a security, the greater
the effect of interest rate changes on the market value of the security. In
addition, changes in the ability of an issuer to make payments of interest and
principal and in the market's perception of an issuer's creditworthiness affect
the market value of fixed-income securities of that issuer.

YEAR 2000 RISK. The risk that the Funds could be adversely affected if
the computer systems used by the Advisor and other service providers do not
properly process and calculate information related to dates beginning January 1,
2000. This is commonly known as the "Year 2000 Problem." This situation may
negatively affect the companies in which the Funds invest and by extension the
value of the Funds' shares. Although the Funds' service providers are taking
steps to address this issue, there may still be some risk of adverse effects.

INVESTMENT ADVISOR

Leonetti & Associates, Inc. is the investment advisor to the Funds. The
Advisor's address is 1130 Lake Cook Road, Suite 300, Buffalo Grove, IL 60089.
The Advisor, which manages assets in excess of $350 million, was established in
1982 and provides investment advisory services to individuals and institutional
investors. The Advisor provides the Funds with advice on buying and selling
securities. The Advisor also furnishes the Funds with office space and certain
administrative services and provides most of the personnel needed by the Funds.
For its services, the Growth Fund will pay the Advisor a monthly management fee
based upon its average daily net asset at the annual rate of 1.00%. For the
fiscal year ended June 30, 1998, the Advisor received advisory fees of 1.00% of
the Balanced Fund's average net assets.

11
<PAGE>
Mr. Craig T. Johnson, Portfolio Manager, is responsible for the
day-to-day management of the Funds. Mr. Johnson joined the Advisor in 1983.

FUND EXPENSES

Each Fund is responsible for its own operating expenses. The Advisor
has contractually agreed to reduce its fees and/or pay expenses of the Growth
Fund to ensure that the Fund's aggregate annual operating expenses (excluding
interest and tax expenses) will not exceed 2.00% of the Fund's average daily net
assets. At times, the Advisor may reduce its fees and/or pay expenses of either
Fund in order to reduce the Fund's aggregate annual operating expenses. Any
reduction in advisory fees or payment of expenses made by the Advisor are
subject to reimbursement by the Fund if requested by the Advisor in subsequent
fiscal years. This reimbursement may be requested by the Advisor if the
aggregate amount actually paid by the Fund toward operating expenses for such
fiscal year (taking into account the reimbursement) does not exceed the
applicable limitation on Fund expenses. The Advisor is permitted to be
reimbursed for fee reductions and/or expense payments made in the prior three
fiscal years. (At startup, the Fund is permitted to look for longer periods of
four and five years.) Any such reimbursement will be reviewed by the Trustees.
Each Fund must pay its current ordinary operating expenses before the Advisor is
entitled to any reimbursement of fees and/or expenses.

SHAREHOLDER INFORMATION

HOW TO BUY SHARES

You may open a Fund account with $100 and add to your account at any
time with $25 or more. After you have opened a Fund account, you also may make
automatic subsequent monthly investments with $25 or more through the Automatic
Investment Plan. The minimum investment requirements may be waived from time to
time by the Funds.

You may purchase shares of the Funds by check or wire. All purchases by
check must be in U.S. dollars. Third party checks and cash will not be accepted.
A charge may be imposed if your check does not clear. The Funds are not required
to issue share certificates. The Funds reserve the right to reject any purchase
in whole or in part.

BY CHECK

If you are making an initial investment in a Fund, simply complete the
Application Form included with this Prospectus and mail it with a check (made
payable to "Leonetti Growth Fund" or "Leonetti Balanced Fund") to:

Leonetti Growth Fund OR Leonetti Balanced Fund
P.O. Box 640856
Cincinnati, OH 45264-0856

If you wish to send your Application Form and check via an overnight
delivery service (such as FedEx), you should call the Transfer Agent at (800)
282-2340 for instructions.

12
<PAGE>
If you are making a subsequent purchase, a stub is attached to the
account statement you will receive after each transaction. Detach the stub from
the statement and mail it together with a check made payable to "Leonetti Growth
Fund" or "Leonetti Balanced Fund" to the Fund in the envelope provided with your
statement or to the address noted above. Your account number should be written
on the check.

BY WIRE

If you are making an initial investment in a Fund, before you wire
funds you should call the Transfer Agent at (800) 282-2340 between 9:00 a.m. and
4:00 p.m., Eastern time, on a day when the New York Stock Exchange ("NYSE") is
open for trading to advise them that you are making an investment by wire. The
Transfer Agent will ask for your name and the dollar amount you are investing.
You will then receive your account number and an order confirmation number. You
should then complete the Account Application included with this Prospectus.
Include the date and the order confirmation number on the Account Application
and mail the completed Account Application to the address at the top of the
Account Application. Your bank should transmit immediately available funds by
wire in your name to:

Firstar Bank, N.A. Cinti/Trust
ABA Routing #0420-0001-3
Leonetti Growth Fund OR Leonetti Balanced Fund
DDA #821602307 DDA #483897963
Account name (shareholder name)
Shareholder account number

If you are making a subsequent purchase, your bank should wire funds as
indicated above. Before each wire purchase, you should be sure to notify the
Transfer Agent. IT IS ESSENTIAL THAT YOUR BANK INCLUDE COMPLETE INFORMATION
ABOUT YOUR ACCOUNT IN ALL WIRE INSTRUCTIONS. If you have questions about how to
invest by wire, you may call the Transfer Agent. Your bank may charge you a fee
for sending a wire to the Funds.

You may buy, sell and exchange shares of the Funds through certain
brokers (and their agents) that have made arrangements with the Funds to sell
their shares. When you place your order with such a broker or its authorized
agent, your order is treated as if you had placed it directly with the Funds'
Transfer Agent, and you will pay or receive the next price calculated by the
Funds. The broker (or agent) holds your shares in an omnibus account in the
broker's (or agent's) name, and the broker (or agent) maintains your individual
ownership records. The Advisor may pay the broker (or its agent) for maintaining
these records as well as providing other shareholder services. The broker (or
its agent) may charge you a fee for handling your order. The broker (or agent)
is responsible for processing your order correctly and promptly, keeping you
advised regarding the status of your individual account, confirming your
transactions and ensuring that you receive copies of the Funds' prospectus.

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<PAGE>
AUTOMATIC INVESTMENT PLAN

For your convenience, the Funds offer an Automatic Investment Plan.
Under this Plan, after your initial investment, you authorize the Funds to
withdraw from your personal checking account each month an amount that you wish
to invest, which must be at least $25. If you wish to enroll in this Plan,
complete the appropriate section in the Account Application. The Funds may
terminate or modify this privilege at any time. You may terminate your
participation in the Plan at any time by notifying the Transfer Agent in
writing.

RETIREMENT PLANS

The Funds offer an Individual Retirement Account ("IRA") plan. You may
obtain information about opening an IRA account by calling (800) 282-2340. If
you wish to open a Keogh, Section 403(b) or other retirement plan, please
contact your securities dealer.

HOW TO EXCHANGE SHARES

You may exchange shares of one Fund for shares of the other Fund on any
day the Funds and the NYSE are open for business.

BY MAIL. You may exchange your shares by simply sending a written
request to the Funds' Transfer Agent. You should give your account number and
the number of shares or dollar amount to be exchanged. The letter should be
signed by all of the shareholders whose names appear in the account
registration.

BY TELEPHONE. If your account has telephone privileges, you may also
exchange Fund shares by calling the Transfer Agent at (800) 282-2340 between the
hours of 9:00 a.m. and 4:00 p.m.., Eastern time, on any day the NYSE is open for
trading. If you are exchanging shares by telephone, you will be subject to
certain identification procedures which are listed below under "How to Sell
Shares."

Excessive exchanges can disrupt management of the Funds and raise their
expenses. The Funds have established a policy which limits excessive exchanges.
You are permitted to make four exchanges during any one twelve-month period. The
Funds reserve the right to reject any exchange order. The Funds may modify the
exchange privilege by giving 60 days' written notice to its shareholders.

HOW TO SELL SHARES

You may sell (redeem) your Fund shares on any day the Funds and the
NYSE are open for business either directly to the Funds or through your
investment representative.

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<PAGE>
You may redeem your shares by simply sending a written request to the
Transfer Agent. You should give your account number and state whether you want
all or some of your shares redeemed. The letter should be signed by all of the
shareholders whose names appear in the account registration. You should send
your redemption request to:

Leonetti Growth Fund OR Leonetti Balanced Fund
P.O. Box 5536
Hauppauge, NY 11788-0132

To protect the Funds and their shareholders, a signature guarantee is
required for all written redemption requests over $ 5,000. Signature(s) on the
redemption request must be guaranteed by an "eligible guarantor institution."
These 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 for any
eligible guarantor institution which participates in a signature guarantee
program. A notary public is not an acceptable guarantor.

BY TELEPHONE. If you complete the Redemption by Telephone portion of
the Account Application, you may redeem all or some of your shares by calling
the Transfer Agent at (800) 282- 2340 between the hours of 9:00 a.m. and 4:00
p.m., Eastern time, on any day the NYSE is open for trading. Redemption proceeds
will be mailed on the next business day to the address that appears on the
Transfer Agent's records. If you request, redemption proceeds will be wired on
the next business day to the bank account you designated on the Account
Application. The minimum amount that may be wired is $1,000. Wire charges, if
any, will be deducted from your redemption proceeds. Telephone redemptions
cannot be made if you notify the Transfer Agent of a change of address within 30
days before the redemption request. If you have a retirement account, you may
not redeem shares by telephone.

When you establish telephone privileges, you are authorizing the Funds
and their Transfer Agent to act upon the telephone instructions of the person or
persons you have designated in your Account Application. Redemption proceeds
will be transferred to the bank account you have designated on your Account
Application.

Before executing an instruction received by telephone, the Funds and
the Transfer Agent will use reasonable procedures to confirm that the telephone
instructions are genuine. These procedures will include recording the telephone
call and asking the caller for a form of personal identification. If the Funds
and the Transfer Agent follow these reasonable procedures, they will not be
liable for any loss, expense, or cost arising out of any telephone redemption
request that is reasonably believed to be genuine. This includes any fraudulent
or unauthorized request. The Funds may change, modify or terminate these
privileges at any time upon at least 60 days' notice to shareholders.

You may request telephone redemption privileges after your account is
opened by calling the Transfer Agent at (800) 282-2340 for instructions.

You may have difficulties in making a telephone redemption during
periods of abnormal market activity. If this occur, you may make your redemption
request in writing.

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Payment of your redemption proceeds will be made promptly, but not
later than seven days after the receipt of your written request in proper form
as discussed in this Prospectus. If you made your initial investment by wire,
payment of your redemption proceeds for those shares will not be made until one
business day after your completed Account Application is received by the Funds.
If you did not purchase your shares with a certified check or wire, the Funds
may delay payment of your redemption proceeds for up to 15 days from date of
purchase or until your check has cleared, whichever occurs first.

The Funds may redeem the shares in your account if the value of your
account is less than $100 as a result of redemptions you have made. This does
not apply to retirement plan or Uniform Gifts or Transfers to Minors Act
accounts. You will be notified that the value of your account is less than $100
before the Funds make an involuntary redemption. You will then have 30 days in
which to make an additional investment to bring the value of your account to at
least $100 before the Funds take any action.

Each Fund has the right to pay redemption proceeds to you in whole or
in part by a distribution of securities from the Fund's portfolio. It is not
expected that the Funds would do so except in unusual circumstances. If either
Fund pays your redemption proceeds by a distribution of securities, you could
incur brokerage or other charges in converting the securities to cash.

SYSTEMATIC WITHDRAWAL PROGRAM. As another convenience, you may redeem
your Fund shares through the Systematic Withdrawal Program. If you elect this
method of redemption, the Fund will send you a check in a minimum amount of
$100. You may choose to receive a check each month or calendar quarter. Your
Fund account must have a value of at least $10,000 in order to participate in
this Program. This Program may be terminated at any time by the Funds. You may
also elect to terminate your participation in this Program at any time by
writing to the Transfer Agent.

A withdrawal under the 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 your account, the account
ultimately may be depleted.

PRICING OF FUND SHARES

The price of each Fund's shares is based on the Fund's net asset value.
This is calculated by dividing each Fund's assets, minus its liabilities, by the
number of shares outstanding. Each Fund's assets are the market value of
securities held in its portfolio, plus any cash and other assets. Each Fund's
liabilities are fees and expenses owed by the Fund. The number of Fund shares
outstanding is the amount of shares which have been issued to shareholders. The
price you will pay to buy Fund shares or the amount you will receive when you
sell your Fund shares is based on the net asset value next calculated after your
order is received by the Transfer Agent with complete information and meeting
all the requirements discussed in this Prospectus.

The net asset value of each Fund's shares is determined as of the close
of regular trading on the NYSE. This is normally 4:00 p.m., Eastern time. Fund
shares will not be priced on days that the NYSE is closed for trading (including
certain U.S. holidays).

16
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

Each Fund will make distributions of dividends and capital gains, if
any, annually, usually on or about December 31 of each year.

All distributions will be reinvested in shares of the distributing Fund
unless you choose one of the following options: (1) receive dividends in cash
while reinvesting capital gain distributions in additional Fund shares; or (2)
receive all distributions in cash. If you wish to change your distribution
option, write to the Transfer Agent in advance of the payment date of the
distribution.

TAX CONSEQUENCES

The Funds intend to make distributions of dividends and capital gains.
Dividends are taxable to you as ordinary income. The rate you pay on capital
gain distributions will depend on how long the Fund held the securities that
generated the gains, not on how long you owned your Fund shares. You will be
taxed in the same manner whether you receive your dividends and capital gain
distributions in cash or reinvest them in additional Fund shares.

If you exchange or sell your Fund shares, it is considered a taxable
event for you. Depending on the purchase price and the sale price of the shares
you exchange or sell, you may have a gain or a loss on the transaction. You are
responsible for any tax liabilities generated by your
transaction.

FINANCIAL HIGHLIGHTS

This table shows the Balanced Fund's financial performance for up to
the past five years. "Total return" shows how much your investment in the Fund
would have increased or decreased during each period, assuming you had
reinvested all dividends and distributions. Financial Highlights are not
presented for the Growth Fund because the Fund will not commence operations
until September 1, 1999. The information for the period August 1, 1995 through
June 30, 1999 has been audited by Ernst & Young LLP, independent auditors. Their
report and the Fund's financial statements are included in the Annual Report,
which is available upon request.

17
<PAGE>
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>

Year Ended June 30 August 1, 1995*
------------------------------- through
1999 1998 1997 June 30, 1996
---- ---- ---- -------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ...... $14.02 $12.31 $ 10.80 $10.00
------ ------ ------- ------
Income from investment operations:
Net investment income ................. 0.05 0.05 0.06 0.09
Net realized and unrealized
gain on investments .................. 3.18 2.75 1.54 0.76
------ ------ ------- ------
Total from investment operations .......... 3.23 2.80 1.60 0.85
------ ------ ------- ------
Less distributions:
From net investment income ............ (0.05) (0.03) (0.09) (0.05)
From net capital gains ................ (0.86) (1.06) -0- -0-
------ ------ ------- ------
Total distributions ....................... (0.91) (1.09) (0.09) (0.05)
------ ------ ------- ------

Net asset value, end of period ............ $16.34 $14.02 $ 12.31 $10.80
====== ====== ======= ======

Total return .............................. 24.28% 24.10% 14.91% 8.46%

Ratios/supplemental data:
Net assets, end of period (millions) ...... $24.1 $15.5 $ 11.3 $10.1

Ratio of expenses to average net assets ... 1.77% 1.99% 2.29% 2.26%+
Ratio of net investment income to
average net assets ....................... 0.35% 0.40% 0.47% 1.02%+

Portfolio turnover rate ................... 81.16% 89.51% 119.75% 42.16%
</TABLE>

* Commencement of operations.
+ Annualized.

18
<PAGE>

LEONETTI GROWTH FUND

LEONETTI BALANCED FUND
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS (THE "TRUST")

For investors who want more information about the Funds, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Balanced Fund's
investments is available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a discussion of market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
Prospectus.

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Funds by contacting the Funds at:

American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
Telephone: 1-800-282-2340

You can review and copy information including the Funds' reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room by
calling 1-800-SEC-0330. You can get text-only copies:

* For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-6009, or

* For a fee, by calling 1-800-SEC-0330, or

* Free of charge from the Commission's Internet website at http://www.sec.gov.

(The Trust's SEC Investment Company Act
file number is 811-5037)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

AUGUST 18, 1999

LEONETTI BALANCED FUND

LEONETTI GROWTH FUND,

SERIES OF
PROFESSIONALLY MANAGED PORTFOLIOS
1130 LAKE COOK ROAD, SUITE 300
BUFFALO GROVE, IL 60089
(847) 520-0999

This Statement of Additional Information ("SAI") is not a prospectus
and it should be read in conjunction with the prospectus dated August 19, 1999,
as may be revised, of the Leonetti Balanced Fund ("Balanced Fund") and the
Leonetti Growth Fund ("Growth Fund"). The Balanced Fund and the Growth Fund are
referred to herein collectively as "the Funds." Leonetti & Associates, Inc. (the
"Advisor") is the investment advisor to the Funds. Copies of the Funds'
Prospectus are available by calling the number above or (212) 633-9700.

TABLE OF CONTENTS

The Trust................................................................B-
Investment Objectives and Policies.......................................B-
Investment Restrictions..................................................B-
Distributions and Tax Information........................................B-
Trustees and Executive Officers..........................................B-
The Funds' Investment Advisor............................................B-
The Funds' Administrator.................................................B-
The Funds' Distributor...................................................B-
Execution of Portfolio Transactions......................................B-
Portfolio Turnover......................................................B-
Additional Purchase and Redemption Information...........................B-
Determination of Share Price.............................................B-
Performance Information..................................................B-
General Information......................................................B-
Financial Statements.....................................................B-
Appendix A..............................................................B-
Appendix B..............................................................B-

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 SAI relates only to the Funds.

The Trust is registered with the SEC as a management investment
company. Such registration does not involve supervision by the SEC of the
management or policies of the Funds. The Prospectus of the Funds and this SAI
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, or may be accessed via the world wide web at
http://www.sec.gov.

INVESTMENT OBJECTIVES AND POLICIES

The Leonetti Balanced Fund is a mutual fund with the investment
objective of seeking total return through a combination of income and capital
growth, consistent with preservation of
capital.

The Leonetti Growth Fund is a mutual fund with the investment objective
of seeking long-term growth of capital.

Each 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 it may hold no more than 10% of the voting
securities of a single issuer. The following discussion supplements the
discussion of the Funds' investment objectives and policies as set forth in the
Prospectus. There can be no assurance the objective of either Fund will be
attained.

PREFERRED STOCK. A preferred stock is a blend of the characteristics of
a bond and common stock. It can offer the higher yield of a bond and has
priority over common stock in equity ownership, but does not have the seniority
of a bond and, unlike common stock, its participation in the issuer's growth may
be limited. Preferred stock has preference over common stock in the receipt of
dividends and in any residual assets after payment to creditors should the
issuer by dissolved. Although the dividend is set at a fixed annual rate, in
some circumstances it can be changed or omitted by the issuer.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements.
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 a 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 a 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

B-2
<PAGE>
Reserve Board and registered as broker-dealers with the Securities and Exchange
Commission ("SEC") or exempt from such registration. Each Fund will generally
enter into repurchase agreements of short durations, from overnight to one week,
although the underlying securities generally have longer maturities. Each 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 its net 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 a 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 a 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, a 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
a 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, a 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 a Fund,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the other party, 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, a
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), a 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 a Fund will be
unsuccessful in seeking to impose on the seller a contractual obligation to
deliver additional securities.

ILLIQUID SECURITIES. Each Fund may not invest more than 15% of the
value of its net assets in securities that at the time of purchase have legal or
contractual restrictions on resale or are otherwise illiquid. The Advisor will
monitor the amount of illiquid securities in each Fund's portfolio, under the
supervision of the Trust's Board of Trustees, to ensure compliance with the
Funds' investment restrictions.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities

B-3
<PAGE>
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a Fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemption requests
within seven days. A Fund might also have to register such restricted securities
in order to dispose of them, resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. These securities might be adversely affected if qualified
institutional buyers were unwilling to purchase such securities. If such
securities are subject to purchase by institutional buyers in accordance with
Rule 144A promulgated by the SEC under the Securities Act, the Trust's Board of
Trustees may determine that such securities are not illiquid securities
notwithstanding their legal or contractual restrictions on resale. In all other
cases, however, securities subject to restrictions on resale will be deemed
illiquid.

WHEN-ISSUED SECURITIES. Each Fund is authorized to 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 a Fund to the
issuer and no interest accrues to the Fund. To the extent that assets of a Fund
are held in cash pending the settlement of a purchase of securities, the Fund
would earn no income; however, it is each 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, any purchase of
such securities would be made with the purpose of actually acquiring them unless
a sale appears desirable for investment reasons. At the time a 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. Each 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. Each 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.

B-4
<PAGE>

INVESTMENT COMPANIES. Each Fund may under certain circumstances invest
a portion of its assets in other investment companies, including money market
funds. An investment in a mutual fund will involve payment by the Fund of its
pro rata share of advisory and administrative fees charged by such fund.

CORPORATE DEBT SECURITIES. The Balanced Fund may invest in
investment-grade corporate debt securities. Investment-grade securities are
generally considered to be those rated BBB or better by Standard & Poor's
Ratings Group ("S&P"), Duff & Phelps Credit Rating Co. ("Duff") or Fitch
Investors Service, Inc. ("Fitch") or Baa or better by Moody's Investor's
Service, Inc. ("Moody's") or, if unrated, deemed to be of comparable quality by
the Advisor. Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity to make interest and principal payments in
securities with these ratings than is the case with higher grade bonds.

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
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 ratings for corporate debt securities are described in Appendix
A.

SHORT-TERM INVESTMENTS

Each Fund may invest in any of the following securities and
instruments:

U. S. GOVERNMENT SECURITIES. U.S. Government securities in which a Fund
may invest 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 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.

B-5
<PAGE>
Among the U.S. Government securities that may be purchased by a 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 a 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.

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.

CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. Each
Fund may hold certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by a Fund will be
dollar-denominated obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital, surplus
and undivided profits in excess of $100 million (including assets of both
domestic and foreign branches), based on latest published reports, or less than
$100 million if the principal amount of such bank obligations are fully insured
by the U.S. Government.

B-6
<PAGE>
In addition to buying certificates of deposit and bankers' acceptances,
the Funds also may make interest-bearing time or other interest-bearing deposits
in commercial or savings banks. Time deposits are non-negotiable deposits
maintained at a banking institution for a specified period of
time at a specified interest rate.

COMMERCIAL PAPER AND SHORT-TERM NOTES. Each Fund may invest a portion
of its assets in commercial paper and short-term notes. Commercial paper
consists of unsecured promissory notes issued by corporations. Commercial paper
and short-term notes will normally have maturities of less than nine months and
fixed rates of return, although such instruments may have maturities of up to
one year.

Commercial paper and short-term notes will consist of issues rated at
the time of purchase "A-2" or higher by S&P, "Prime-1" or "Prime-2" by Moody's,
or similarly rated by another nationally recognized statistical rating
organization or, if unrated, will be determined by the Advisor to be of
comparable quality. These rating symbols are described in Appendix B.

INVESTMENT RESTRICTIONS

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

The Balanced Fund may not:

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 from banks for temporary or emergency
purposes. Any such borrowing will be made only if immediately thereafter there
is an asset coverage of at least 300%
of all borrowings.

(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 short-term credit as may be necessary
for the clearance of purchases and sales of its portfolio securities.)

4. Purchase or sell real estate, 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).

B-7
<PAGE>
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 making any
permitted borrowings, mortgages or pledges.

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.

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 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 (other than securities that meet the requirements of Securities Act
Rule 144A which the Trustees have determined to be liquid based on applicable
trading markets).

11. With respect to fundamental investment restriction 2(a) above, the
Fund will not purchase portfolio securities while outstanding borrowings exceed
5% of its assets.

The Growth Fund may not:

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, or (c) to
the extent the entry into a repurchase agreement is deemed to be a loan.

2. (a) Borrow money, except from banks etc. Any such borrowing will be
made only if immediately thereafter there is an asset coverage of at least 300%
of all borrowings.

B-8
<PAGE>

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

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

5. Invest 25% or more of the market value of its total 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 borrowings, mortgages or pledges, or (b) entering into options,
futures or repurchase transactions.

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 any issuer for purposes of exercising control or
management

9. Invest in securities of other investment companies except as
permitted under the Investment Company Act of 1940.

11. With respect to fundamental investment restriction 2(a) above, the
Fund will not purchase portfolio securities while outstanding borrowings exceed
5% of its assets.

If a percentage restriction set forth in the prospectus or in this SAI
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 with respect to borrowing or the purchase
of restricted or illiquid securities.

B-9
<PAGE>
DISTRIBUTIONS AND TAX INFORMATION

DISTRIBUTIONS

Dividends from net investment income and distributions from net profits
from the sale of securities are generally made annually. Also, the Funds expect
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 a Fund is accompanied by a brief explanation of
the form and character of the distribution. In January of each year each 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. Each Fund intends to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 (the "Code"), provided it complies with all applicable requirements
regarding the source of its income, diversification of its assets and timing of
distributions. Each Fund's policy is to distribute to 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 each Fund will not be subject to any federal
income or excise taxes. To comply with the requirements, each Fund must also
distribute (or be deemed to have distributed) by December 31 of each calendar
year (I) at least 98% of ordinary income for such year, (ii) at least 98% of the
excess of realized capital gains over 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.

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 each 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 a 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 a Fund
for its taxable year. In view of each Fund's investment policies, it is expected
that dividends from domestic corporations may be part of a Fund's gross income

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and that, accordingly, part of the distributions by the Funds may be eligible
for the dividends-received deduction for corporate shareholders. However, the
portion of a 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 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. 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.

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.

Under the Code, each 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 a 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.

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<PAGE>
Corporate and other exempt shareholders should provide a Fund with their
taxpayer identification numbers or certify their exempt status in order to avoid
possible erroneous application of backup withholding. Each Fund reserves the
right to refuse to open an account for any person failing to provide a certified
taxpayer identification number.

Each 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 Funds.
Shareholders are advised to consult with their own tax advisers concerning the
application of federal, state and local taxes to an investment in the Funds.

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 Funds, 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 the Funds' management, and counsel to the Funds 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 Funds. 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, their
affiliations, dates of birth and principal occupations for the past five years
are set forth below. Unless noted otherwise, each person has held the position
listed for a minimum of five years.

Steven J. Paggioli,* 04/03/50 President and Trustee
915 Broadway, New York, New York 10010. Executive Vice President, The Wadsworth
Group (consultants); Executive Vice President of Investment Company
Administration LLC ("ICA") (mutual fund administrator and the Trust's
administrator), and Vice President of First Fund Distributors, Inc. ("FFD") (a
registered broker-dealer and the Funds' Distributor).

Dorothy A. Berry, 08/12/43 Chairman and Trustee
14 Five Roses East, Ancram, NY 12502. President, Talon Industries (venture
capital and business consulting); formerly Chief Operating Officer, Integrated
Asset Management (investment adviser and manager) and formerly President, Value
Line, Inc., (investment advisory and financial publishing firm).

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Wallace L. Cook 09/10/39 Trustee
One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel 05/23 /38 Trustee
2 Crown Cove Lane, Savannah, GA 31411. Private Investor. Formerly Managing
Director, Premier Solutions, Ltd. (computer software); formerly President and
Founder, National Investor Data Services, Inc. (investment related computer
software).

Rowley W.P. Redington 06/01/44 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).

Robert M. Slotky* 6/17/47 Treasurer
2020 E. Financial Way, Suite 100, Glendora, California 91741. Senior Vice
President, ICA since May 1997; former instructor of accounting at California
State University-Northridge (1997); Chief Financial Officer, Wanger Asset
Management L.P. and Treasurer of Acorn Investment Trust (1992- 1996).

Robin Berger* 11/17/56 Secretary
915 Broadway, New York, New York 10010. Vice President, The Wadsworth Group.

Robert H. Wadsworth* 01/25/40 Vice President
4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group; President of ICA and FFD.

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

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<PAGE>
Set forth below is the rate of compensation received by the following
Trustees from all other portfolios of the Trust. This total amount is allocated
among the portfolios. Disinterested Trustees receive an annual retainer of
$10,000 and a fee of $2,500 for each regularly scheduled meeting. These Trustees
also receive a fee of $1,000 for any special meeting attended. The Chairman of
the Board of Trustees receives an additional annual retainer of $5,000.
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 from the portfolios of the Trust.

Name of Trustee Total Annual Compensation
--------------- -------------------------
Dorothy A. Berry $25,000
Wallace L. Cook $20,000
Carl A. Froebel $20,000
Rowley W.P. Redington $20,000

During the fiscal year ended June 30, 1999, trustees' fees and expenses
in the amount of $4,250 were allocated to the Balanced Fund. As of the date of
this SAI, the Trustees and officers of the Trust as a group did not own more
than 1% of the outstanding shares of the Balanced Fund.

THE FUNDS' INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided
to the Funds by Leonetti & Associates, Inc., the Advisor, pursuant to Investment
Advisory Agreements. The Advisor is controlled by Mr. Michael Leonetti. Under
the Investment Advisory Agreements, the Advisor receives a monthly fee at the
annual rate of 1.00% of each Fund's average daily net assets.

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

Each 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.

During the Balanced Fund's fiscal years ended June 30, 1999, 1998 and
1997, the Advisor received fees of $184,956, $130,603 and $104,200,
respectively, under the Agreement.

THE FUNDS' ADMINISTRATOR

The Funds have Administration Agreements with Investment Company
Administration LLP (the "Administrator"), a corporation partly owned and
controlled by Messrs. Paggioli and Wadsworth with offices at 4455 E. Camelback
Rd., Ste. 261-E, Phoenix, AZ 85018. The Administration Agreements provide that
the Administrator will prepare and coordinate reports and

B-14
<PAGE>
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 Funds; prepare all required filings necessary to maintain the Funds'
qualification and/or registration to sell shares in all states where the Funds
currently do, or intend 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 Funds' servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary the Funds' daily expense accruals; and perform such additional
services as may be agreed upon by the Funds and the Administrator. For its
services, the Administrator receives a monthly fee from each Fund at the
following annual rate:

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

During the Balanced Fund's fiscal years ending June 30, 1999, 1998 and
1997, the Administrator received fees of $36,278, $30,000 and $30,779,
respectively.

THE FUNDS' DISTRIBUTOR

First Fund Distributors, Inc. (the "Distributor"), a corporation partly
owned by Messrs. Paggioli and Wadsworth, acts as the Funds' principal
underwriter in a continuous public offering of the Funds' shares. The
Distribution Agreements between the Funds and the Distributor continue 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 to which the Agreement applies (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. Each 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.

EXECUTION OF PORTFOLIO TRANSACTIONS

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

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<PAGE>
Purchases of portfolio securities for the Funds 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 Funds will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principal for their own accounts. 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 dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below.

In placing portfolio transactions, the Advisor will use its reasonable
efforts to choose broker-dealers 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 services needed to
obtain 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 Advisor that it may lawfully and appropriately use in its
investment advisory capacities, as well as provide other services in addition to
execution services. The Advisor considers such information, which is in addition
to and not in lieu of the services required to be performed by it under its
Agreements with the Funds, to be useful in varying degrees, but of
indeterminable value. Portfolio transactions may be placed with broker-dealers
who sell shares of the Funds subject to rules adopted by the National
Association of Securities Dealers, Inc.

While it is the Funds' general policy to seek first to obtain the most
favorable price and execution available in selecting a broker-dealer to execute
portfolio transactions, weight is also given to the ability of a broker-dealer
to furnish brokerage and research services to the Funds or to the Advisor, even
if the specific services are not directly useful to the Funds and may be useful
to the Advisor in advising other clients. In negotiating commissions with a
broker or evaluating the spread to be paid to a dealer, the Funds 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 Advisor 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 Advisor's overall responsibilities to the Funds.

Investment decisions for the Funds are made independently from those of
other client accounts or mutual funds managed or advised by the Advisor.
Nevertheless, it is possible that at times identical securities will be
acceptable for both a Fund and one or more of such client accounts or mutual
funds. In such event, the position of a Fund and such client account(s) or
mutual funds 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

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<PAGE>
the extent any of these client accounts or mutual funds seeks to acquire the
same security as a Fund at the same time, a 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, a 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 or mutual funds simultaneously purchases or sells the same security
that a Fund is purchasing or selling, each day's transactions in such security
will be allocated between that Fund and all such client accounts or mutual funds
in a manner deemed equitable by the Advisor, 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 a Fund is concerned. In other cases, however,
it is believed that the ability of a Fund to participate in volume transactions
may produce better executions for that Fund.

The Funds do not effect securities transactions through brokers in
accordance with any formula, nor do they effect securities transactions through
brokers solely for selling shares of the Funds, although the Funds may consider
the sale of shares as a factor in allocating brokerage. However, as stated
above, broker-dealers who execute brokerage transactions may effect purchase of
shares of the Funds for their customers. The Funds do not use the Distributor to
execute their portfolio transactions.

During the Balanced Fund's fiscal year ended June 30, 1999, 1998 and
1997, the Fund paid brokerage commissions of $14,888, $20,118 and $34, 556,
respectively.

PORTFOLIO TURNOVER

Although the Funds generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Fund's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." For the fiscal years ended June 30, 1999 and 1998, the Balanced
Fund had a portfolio turnover rate of 81.16% and 89.51%, respectively.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information provided below supplements the information contained in
the Funds' Prospectus regarding the purchase and redemption of Fund shares.

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<PAGE>
HOW TO BUY SHARES

You may purchase shares of the Funds from selected securities brokers,
dealers or financial intermediaries. Investors should contact these agents
directly for appropriate instructions, as well as information pertaining to
accounts and any service or transaction fees that may be charged by those
agents. Purchase orders through securities brokers, dealers and other financial
intermediaries are effected at the next-determined net asset value after receipt
of the order by such agent before the Funds' daily cutoff time. Orders received
after that time will be purchased at the next-determined net asset value.

The public offering price of Fund shares is the net asset value. Each
Fund receives the net asset value. Shares are purchased at the public offering
price next determined after the Transfer Agent receives your order in proper
form as discussed in the Funds' Prospectus. In most cases, in order to receive
that day's public offering price, the Transfer Agent must receive your order in
proper form before the close of regular trading on the New York Stock Exchange
("NYSE"). If you buy shares through your investment representative, the
representative must receive your order before the close of regular trading on
the NYSE to receive that day's public offering price. Orders are in proper form
only after funds are converted to U.S. funds.

If you are considering redeeming, exchanging or transferring shares to
another person shortly after purchase, you should pay for those shares with a
certified check to avoid any delay in redemption, exchange or transfer.
Otherwise a Fund may delay payment until the purchase price of those shares has
been collected or, if you redeem or exchange by telephone, until 15 calendar
days after the purchase date. To eliminate the need for safekeeping, the Funds
will not issue certificates for your shares unless you request them.

The Trust reserves the right in its sole discretion (i) to suspend the
continued offering of the Funds' shares, (ii) to reject purchase orders in whole
or in part when in the judgment of the Adviser or the Distributor such rejection
is in the best interest of either 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 a Fund's
shares.

HOW TO SELL SHARES

You can sell your Fund shares any day the NYSE is open for regular
trading, either directly to the Funds or through your investment representative.
The Funds will forward redemption proceeds or redeem shares for which it has
collected payment of the purchase price.

Payments to shareholders for Fund shares redeemed directly from the
Funds will be made as promptly as possible but no later than seven days after
receipt by the Funds' Transfer Agent of the written request with complete
information and meeting all the requirements discussed in the Funds' Prospectus,
except that the Funds may suspend the right of redemption or postpone the date
of payment during any period when (a) trading on the NYSE is restricted as
determined by the SEC or the NYSE is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of

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<PAGE>
portfolio securities or valuation of net assets of a Fund not reasonably
practicable; or (c) for such other period as the SEC may permit for the
protection of a Fund's shareholders. At various times, the Funds may be
requested to redeem shares for which it has not yet received confirmation of
good payment. In this circumstance, a Fund may delay the redemption until
payment for the purchase of such shares has been collected and confirmed to the
Fund.

SELLING SHARES DIRECTLY TO THE FUNDS

Send a signed letter of instruction to the Transfer Agent. The price
you will receive is the next net asset value calculated after your order is
received by the Transfer Agent with complete information and meeting all the
requirements discussed in the Funds' Prospectus. In order to receive that day's
net asset value, the Transfer Agent must receive your request before the close
of regular trading on the NYSE.

SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE

Your investment representative must receive your request before the
close of regular trading on the NYSE to receive that day's net asset value. Your
investment representative will be responsible for furnishing all necessary
documentation to the Transfer Agent, and may charge you for its services.

If you want your redemption proceeds sent to an address other than your
address as it appears on the Transfer Agent's records, a signature guarantee is
required. The Funds may require additional documentation for the sale of shares
by a corporation, partnership, agent or fiduciary, or a surviving joint owner.
Contact the Transfer Agent for details.

Signature guarantees may be obtained from a bank, broker-dealer, credit
union (if authorized under state law), securities exchange or association,
clearing agency or savings institution. A notary public cannot provide a
signature guarantee.

DELIVERY OF PROCEEDS

The Funds generally send you payment for your shares the business day
after your request is received in proper form, assuming the Fund has collected
payment of the purchase price of your shares. Under unusual circumstances, the
Funds may suspend redemptions, or postpone payment for more than seven days, but
only as authorized by SEC rules, as stated above under "How to Sell Shares."

TELEPHONE REDEMPTIONS

Upon receipt of any instructions or inquiries by telephone from a
shareholder or, if held in a joint account, from either party, or from any
person claiming to be the shareholder, each Fund or its agent is authorized,
without notifying the shareholder or joint account parties, to carry out the

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<PAGE>
instructions or to respond to the inquiries, consistent with the service options
chosen by the shareholder or joint shareholders in his or their latest Account
Application or other written request for services, including purchasing,
exchanging or redeeming shares of a Fund and depositing and withdrawing monies
from the bank account specified in the shareholder's latest Account Application
or as otherwise properly specified to a Fund in writing.

The Transfer Agent will employ these and other reasonable procedures to
confirm that instructions communicated by telephone are genuine; if it fails to
employ reasonable procedures, the Funds may be liable for any losses due to
unauthorized or fraudulent instructions. An investor agrees, however, that to
the extent permitted by applicable law, neither the Funds nor their agents will
be liable for any loss, liability, cost or expense arising out of any redemption
request, including any fraudulent or unauthorized request. For information,
consult the Transfer Agent.

During periods of unusual market changes and shareholder activity, you
may experience delays in contacting the Transfer Agent by telephone. In this
event, you may wish to submit a written redemption request, as described in the
Prospectus, or contact your investment representative. The Telephone Redemption
Privilege is not available if you were issued certificates for shares that
remain outstanding. The Telephone Redemption Privilege may be modified or
terminated without notice.

REDEMPTIONS-IN-KIND

The Trust has filed an election under SEC Rule 18f-1 committing to pay
in cash all redemptions by a shareholder of record up to amounts specified by
the rule (in excess of the lesser of (i) $250,000 or (ii) 1% of a Fund's
assets). Each Fund has reserved the right to pay the redemption price of its
shares in excess of the amounts specified by the rule, either totally or
partially, by a distribution in kind of portfolio securities (instead of cash).
The securities so distributed would be valued at the same amount as that
assigned to them in calculating the net asset value for the shares being sold.
If a shareholder receives a distribution in kind, the shareholder could incur
brokerage or other charges in converting the securities to cash.

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

DETERMINATION OF SHARE PRICE

As noted in the Prospectus, the net asset value and offering price of
shares of the Funds will be determined once daily as of the close of public
trading on the NYSE (normally 4:00 p.m., Eastern time) on each day that the NYSE
is open for trading. It is expected that the NYSE will be closed on Saturdays
and Sundays and on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Funds do not expect to determine the net asset value of their

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<PAGE>
shares on any day when the NYSE is not open for trading even if there is
sufficient trading in their portfolio securities on such days to materially
affect the net asset value per share. However, the net asset value of Fund
shares may be determined on days the NYSE is closed or at times other than 4:00
p.m. if the NYSE closes at a different time or the Board of Trustees decides it
is necessary.

In valuing each 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 each 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 that 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

From time to time, each Funds 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 Funds'
average annual compounded rate of return over the most recent four calendar
quarters and the period from the Funds' inception of operations. The Funds may
also advertise aggregate and average total return information over different
periods of time.

Each 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 Funds will
fluctuate over time, and any presentation of a 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.

Each 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:

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<PAGE>
n
P(1+T) = 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 Balanced Fund's average annual total return since its inception on
August 1, 1995 through the fiscal year ending June 30, 1999 was 18.17%. The
Balanced Fund's total return for the fiscal year ending June 30, 1999 was
24.28%.

GENERAL INFORMATION

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

Firstar Institutional Custody Services, 425 Walnut St., Cincinnati, OH
45202 acts as Custodian of the securities and other assets of the Funds. The
Custodian does not participate in decisions relating to the purchase and sale of
securities by the Funds. American Data Services, P.O. Box 5536, Hauppauge, NY
11788-0132 acts as the Funds' transfer and shareholder service agent.

Ernst & Young, LLP, 725 South Figueroa St., Los Angeles, CA 90017 are
the independent auditors for the Funds.

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

On July 27, 1999, the following persons owned of record more that 5% of
the Balanced Fund's outstanding voting securities:

Firstar Bank N.A., Custodian for Frank G. Valeria IRA Account, Niles,
IL, 60714; 14.44%

Charles Schwab & Co., Special Custody Account, San Francisco, CA 94104;
13.08%

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.

B-22
<PAGE>
Shares issued by the Funds have no preemptive, conversion, or
subscription rights. Shareholders have equal and exclusive rights as to
dividends and distributions as declared by the Funds and to the net assets of
the Funds upon liquidation or dissolution. Each Fund, as a separate series of
the Trust, votes separately on matters affecting only that Fund (e.g., approval
of the Advisory 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.

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 a Fund's assets for any shareholder held
personally liable for obligations of a 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 a
Fund or Trust and satisfy any judgment thereon. All such rights are limited to
the assets of a 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 a Fund itself is unable to meet its obligations.

FINANCIAL STATEMENTS

The Balanced Fund's annual report to shareholders for its fiscal year
ended June 30, 1999 is a separate document supplied with this SAI and the
financial statements, accompanying notes and report of independent auditors
appearing therein are incorporated by reference in this SAI.

B-23
<PAGE>
APPENDIX A
CORPORATE BOND RATINGS*

MOODY'S INVESTORS SERVICE, INC.

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.

STANDARD & POOR'S RATINGS GROUP

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.

*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.

B-24
<PAGE>
APPENDIX B
COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE, INC.

Prime-1--Issuers (or related supporting institutions) rated "Prime-1"
have a superior ability for repayment of senior short-term debt obligations.
"Prime-1" repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

Prime-2--Issuers (or related supporting institutions) rated "Prime-2"
have a strong ability for repayment of senior short-term debt obligations. This
will normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternative liquidity is
maintained.

STANDARD & POOR'S RATINGS GROUP

A-1--This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with
a plus (+) sign designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

B-27
<PAGE>
PROFESSIONALLY MANAGED PORTFOLIOS

PART C

ITEM 23. EXHIBITS.

(1) Agreement and Declaration of Trust (1)
(2) By-Laws (1)
(3) Specimen stock certificate (6)
(4) Form of Investment Advisory Agreement (2)
(5) Form of Distribution Agreement (2)
(6) Not applicable
(7) Form of Custodian Agreement with Star Bank, NA (5)
(8) (1) Form of Administration Agreement with Investment
Company Administration, LLC (3)
(2)(a) Fund Accounting Service Agreement with American
Data Services (5)
(2)(b) Transfer Agency and Service Agreement with American
Data Services (5)
(3) Transfer Agency and Fund Accounting Agreement with
Countrywide Fund Services (4)
(4) Transfer Agency Agreement with Provident Financial
Processing Corporation (7)
(9) Opinion of and Consent of Counsel
(10) Consent of Auditors
(11) Not applicable
(12) No undertaking in effect
(13) Not applicable
(14) Not applicable
(15) Not applicable

1 Incorporated by reference from Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A, filed on December 29, 1995.
2 Incorporated by reference from Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A, filed on January 16, 1996.
3 Incorporated by reference from Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A, filed on April 24, 1997.
4 Incorporated by reference from Post-Effective Amendment No. 43 to the
Registration Statement on Form N-1A, filed on February 5, 1998.
5 Incorporated by reference from Post-Effective Amendment No. 48 to the
Registration Statement on Form N-1A, filed on June 15, 1998.
6 Incorporated by reference from Post-Effective Amendment No. 52 to the
Registration Statement on Form N-1A, filed on October 29, 1998.
7 To be filed by amendment.
<PAGE>
ITEM 24. 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 25. 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.
<PAGE>
ITEM 26. 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
James C. Edwards & Co., Inc. File No. 801-13986
Duncan-Hurst Capital Management, Inc. File No. 801-36309
Progressive Investment Management Corporation File No. 801-32066

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 27. 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
Brandes Investment Trust
Fleming Mutual Fund Group
Fremont Mutual Funds
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Purisima Funds
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group
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.
<PAGE>
(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. Robert
M. Slotky serves as Treasurer of the Registrant.

c. Incorporated by reference from the Statement of Additional
Information filed herewith as Part B.

ITEM 28. 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 2020 E.
Financial Way, Ste. 100, Glendora, CA 91741.

ITEM 29. MANAGEMENT SERVICES.

There are no management-related service contracts not discussed in
Parts A and B.

ITEM 30. UNDERTAKINGS

The registrant undertakes:

(a) To furnish each person to whom a Prospectus is delivered a copy
of Registrant's latest annual report to shareholders, upon
request and without charge.

(b) If requested to do so by the holders of at least 10% of the
Trust's outstanding shares, to call a meeting of shareholders for
the purposes of voting upon the question of removal of a director
and assist in communications with other shareholders.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant represents that this amendment
meets all the requirements for effectiveness 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 August 13, 1999.

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 August 13, 1999
- ---------------------------------
Steven J. Paggioli

/s/ Robert M. Slotky Principal Financial August 13, 1999
- --------------------------------- Officer
Robert M. Slotky

Dorothy A. Berry Trustee August 13, 1999
- ---------------------------------
*Dorothy A. Berry

Wallace L. Cook Trustee August 13, 1999
- ---------------------------------
*Wallace L. Cook

Carl A. Froebel Trustee August 13, 1999
- ---------------------------------
*Carl A. Froebel

Rowley W. P. Redington Trustee August 13, 1999
- ---------------------------------
*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

<PAGE>
EXHIBITS

Exhibit No. Description
----------- -----------

99.B9 Opinion and Consent of Counsel
99.B10 Consent of Auditors

Law Offices of
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com

August 13, 1999

(415) 835-1600 27346.82726
27346.94534

Professionally Managed Portfolios
915 Broadway, Suite 1605
New York, New York 10010

Re: Leonetti Balanced Fund and Leonetti Growth Fund

Ladies and Gentlemen:

We have acted as counsel to Professionally Managed Portfolios, a
Massachusets business trust (the "Trust"), in connection with Post-Effective
Amendment Nos. 62, 67 and 80 to the Trust's Registration Statement filed on Form
N-1A with the Securities and Exchange Commission (the "Post-Effective
Amendments"), relating to the issuance by the Trust of an indefinite number of
no-par value shares of beneficial interest (the "Shares") of Leonetti Balanced
Fund and Leonetti Growth Fund (each a "Fund," and collectively, the "Funds"),
two series of the Trust.

In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:

(a) the Trust's Agreement and Declaration of Trust dated February 17,
1987, as filed with the Massachusetts Secretary of State (the
"Secretary of State") on February 24, 1987, as amended on May 20,
1988, as filed with the Secretary of State on September 16, 1988,
and as amended on April 12, 1991, as filed with the Secretary of
State on May 31, 1991 (as so amended, the "Declaration of
Trust"), certified to us by an officer of the Trust as being true
and complete and in effect on the date hereof;

(b) the By-Laws of the Trust, certified to us by an officer of the
Trust as being true and complete and in effect on the date
hereof;
<PAGE>
(c) resolutions of the Trustees of the Trust adopted at meetings on
March 31, 1995 and May 17, 1999, authorizing the establishment of
each of the respective Funds and the issuance of their respective
Shares;

(d) the Post-Effective Amendments; and

(e) a certificate of an officer of the Trust concerning certain
factual matters relevant to this opinion.

In rendering our opinion below, we have not conducted an independent
examination of the books and records of the Trust for the purpose of determining
whether all of the Shares were fully paid prior to their issuance and do not
believe it to be our obligation to do so.

Our opinion below is limited to the federal law of the United States of
America and the business trust law of the Commonwealth of Massachusetts. We are
not licensed to practice law in the Commonwealth of Massachusetts, and we have
based our opinion below solely on our review of Chapter 182 of the General Laws
of the Commonwealth of Massachusetts and the case law interpreting such Chapter
as reported in the Annotated Laws of Massachusetts (Lawyers Co-Operative 1987
and Supp. 1996) as updated on Westlaw through August 13, 1999. We have not
undertaken a review of other Massachusetts law or of any administrative or court
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the Commonwealth of Massachusetts as described above, and we
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any regional or local governmental authority.

Based on the foregoing and our examination of such questions of law as
we have deemed necessary and appropriate for the purpose of this opinion, and
assuming that: (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Funds' Prospectus, included in the Post-Effective Amendments,
and in accordance with the Agreement and Declaration of Trust, (ii) all
consideration for the Shares will be actually received by the Trust, and (iii)
all applicable securities laws will be complied with; it is our opinion that the
Shares will be legally issued, fully paid and nonassessable when issued and sold
by the Trust.

This opinion is rendered to you solely in connection with the
Post-Effective Amendments and is solely for your benefit. We hereby consent to
the Trust's filing of this opinion as an exhibit to the Trust's Registration
Statement. This opinion may not be relied upon by you for any other purpose. Nor
may any other person, firm, corporation or other entity rely on this opinion
without our prior written consent. We disclaim any obligation to advise you of
any developments in areas covered by this opinion that occur after the date of
this opinion.

Very truly yours,

/s/ Paul, Hastings Janofsky & Walker LLP

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial Highlight"
and "General Information" in Post-Effective Amendment No. 80 under the
Securities Act of l933 and Amendment No. 81 under the Investment Company Act of
1940 to the Registration Statement (Form N-1A, No. 33-12213) and related
Prospectus and Statement of Additional Information of the Leonetti Balanced
Fund, a series of Professionally Managed Portfolios, and to the incorporation by
reference therein of our report dated July 30, 1999, with respect to the
financial statements and financial highlights of the Leonetti Balanced Fund
included in the Annual Report for the year ended June 30, 1999 filed with the
Securities and Exchange Commission.

/s/ Ernst & Young, LLP

Ernst & Young, LLP

Los Angeles, California
August 13, 1999