PORTFOLIO 21
PROSPECTUS
JUNE 28, 1999,
AS AMENDED AUGUST 17, 1999
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PORTFOLIO 21,
A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
Portfolio 21 is a growth stock mutual fund. The Fund seeks to provide
investors with long-term growth 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 JUNE 28, 1999,
AS AMENDED AUGUST 17, 1999
THE FUND IS CURRENTLY NOT AVAILABLE FOR INVESTMENT, BUT WILL OPEN TO NEW
SHAREHOLDERS ON SEPTEMBER 21, 1999
Do not send money prior to September 21, 1999
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TABLE OF CONTENTS
An Overview of the Portfolio................................................ 3
Fees and Expenses........................................................... 4
Investment Objective and Principal Investment Strategies.................... 5
Principal Risks of Investing in the Portfolio............................... 6
Investment Advisor.......................................................... 7
Shareholder Information..................................................... 7
Pricing of Portfolio Shares................................................. 11
Dividends and Distributions................................................. 11
Tax Consequences............................................................ 12
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AN OVERVIEW OF THE PORTFOLIO
PORTFOLIO 21'S INVESTMENT GOAL
The Portfolio seeks long-term growth of capital.
PORTFOLIO 21'S PRINCIPAL INVESTMENT STRATEGIES
The Portfolio will primarily invest in common stocks of domestic and foreign
companies of any size market capitalization that satisfy certain environmental
responsibility criteria. Such companies must also exhibit certain financial
characteristics that indicate positive prospects for long-term earnings growth.
Portfolio 21 refers to the 21st century and the forward thinking that will be
required to sustain us in the new century. In selecting investments the Advisor
will concentrate on those companies that have made a commitment to environmental
sustainability and have demonstrated this commitment through their business
strategies, practices and investments. The Advisor employs a "bottom-up"
approach to stock selection.
PRINCIPAL RISKS OF INVESTING IN PORTFOLIO 21
There is the risk that you could lose money on your investment in the Portfolio.
The following risks could affect the value of your investment:
* The stock market goes down
* Interest rates go up which can result in a decline in the equity
market o Growth stocks fall out of favor with the stock market
* Stocks held by the Portfolio may not increase their earnings at the
rate anticipated
* Securities of smaller-capitalization companies involve greater risk
than investing larger-capitalization companies
* Adverse developments occur in foreign markets. Foreign investments
involve greater risk.
* The Portfolio's environmental policy could cause it to make or avoid
investments that could result in the Portfolio underperforming similar
funds that do not have an environmental policy.
WHO MAY WANT TO INVEST IN PORTFOLIO 21
The Portfolio may be appropriate for investors who:
* Want an equity investment in companies that are environmentally
responsible
* 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
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The Portfolio may not be appropriate for investors who:
* Need regular income or stability of principal
* Are pursuing a short-term goal
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases....................... None
Maximum deferred sales charge (load)................................... None
ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Portfolio assets)
Management Fees........................................................ 1.00%
Other Expenses......................................................... 2.50%
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Total Annual Fund Operating Expenses................................... 3.50%
Fee Reduction and/or Expense Reimbursement............................. (2.00%)
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Net Expenses........................................................... 1.50%
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* Other Expenses are estimated for the first fiscal year of the Portfolio. The
Advisor has contractually agreed to reduce its fees and/or pay expenses of the
Portfolio for a ten-year period to ensure that the Portfolio's Total Fund Annual
Operating Expenses will not exceed 1.50%. If the Advisor does reduce its fees or
pay Portfolio expenses, the Portfolio may reimburse the Advisor in future years.
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 Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio 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
Portfolio's operating expenses remain the same. Although your actual costs may
be higher or lower, under the assumptions, your costs would be:
One Year....................................... $153
Three Years.................................... $474
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INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
The Portfolio's investment goal is long-term growth of capital.
The Portfolio will concentrate its investments in stocks selected for their
growth potential. The Portfolio may invest in companies of any size, from
larger, well-established companies to smaller, emerging growth companies. The
Portfolio may invest in domestic as well as foreign securities, including
American Depositary Receipts ("ADRs").
The Portfolio will concentrate its investments in companies that have made
a commitment to environmental sustainability and have demonstrated this
commitment through their business strategies, practices and investments. The
Advisor believes the essence of environmental sustainability is the
acknowledgment of the limits of nature and society's dependence on nature. The
Advisor's investment perspective recognizes the fundamental challenge we face:
meeting human needs without undermining nature's ability to support our economy
in the future. Some of these companies are changing the landscape of the
industry they are in or are forcing others in their industry to catch up. Others
have product lines that are ecologically superior to their competition. Still
others are developing vitally needed technologies that will provide cleaner
energy sources for the future.
Companies selected for consideration must display some or all of the
following qualities:
* Corporate leadership that has made an explicit commitment to
sustainable practices and has allocated significant resources to
achieve these goals
* Earnings improvements that are derived from the efficient use and
reuse of resources
* Ecologically superior product lines
* Investments in renewable energy
* Innovative transportation and distribution strategies
* Fair and efficient use of resources with respect to meeting human
needs
The Advisor focuses on individual companies that meet their environmental
sustainability criteria. The Advisor then consider's the company's standing
relative to its competition in such areas as the ecological impact of its
products and services, investments in sustainable technologies and processes,
resource efficiency, waste and pollution intensity and environmental management.
Companies that meet these criteria are investigated further through a review of
their financial and environmental statements, third party research and personal
contact with company representatives.
In addition to the environmental sustainability criteria, a company
selected for the Portfolio must exhibit certain financial characteristics that
indicate positive prospects for long-term earnings growth. These include some or
all of the following:
* rising trends in revenues and earnings
* sound balance sheet
* increasing profit margins
* evolving product lines
The actual selection process is a bottom-up approach. This means that the
Advisor will concentrate on the specific characteristics of each company and
then qualify the company using financial and environmental criteria appropriate
to their industry groups.
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On an ongoing basis, all companies are reviewed to confirm their continued
commitment to sustainability. Decisions to sell a security will be made when one
or both of the following occurs:
* The company no longer meets the environmental sustainability criteria
* The company no longer meets minimum financial standards
Under normal market conditions, the Portfolio will stay fully invested in
stocks. However, the Portfolio 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 Portfolio not achieving its investment objective.
In keeping with its investment approach, the Advisor does not anticipate
frequent buying and selling of securities. This means that the Portfolio should
have a low rate of portfolio turnover and the potential to be a tax efficient
investment. This should result in the realization and distribution to
shareholders of lower capital gains, which would be considered tax efficient.
The anticipated lack of frequent trading also leads to lower transaction costs,
which could help to improve performance.
PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
The principal risks of investing in the Portfolio that may adversely affect
the Portfolio's net asset value or total return are summarized above in
"Principal Risks of Investing in Portfolio 21." 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.
FOREIGN SECURITIES RISK. The risk of investing in the securities of foreign
companies is greater than the risk of investing in domestic companies. Some of
these risks include: (1) unfavorable changes in currency exchange rates; (2)
economic and political instability; (3) less publicly available information; (4)
less strict auditing and financial reporting requirements; (5) less governmental
supervision and regulation of securities markets; (6) higher transaction costs;
(7) potential adverse effects of the euro conversion; and (8) greater
possibility of not being able to sell securities on a timely basis.
ENVIRONMENTAL SUSTAINABILITY POLICY RISK. The Portfolio's environmental
sustainability policy could cause it to underperform similar funds that do not
have such a policy. Among the reasons for this are (a) growth stocks that meet
the Portfolio's environmental sustainability criteria could underperform those
stocks that do not meet this criteria; and (b) a company's environmental
policies could cause the Portfolio to sell or not purchase stocks that
subsequently perform well.
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YEAR 2000 RISK. The risk that the Portfolio could be adversely affected if
the computer systems used by the Advisor and other service providers do not
properly process and calculate dates beginning January 1, 2000. This is commonly
known as the "Year 2000 Problem." This situation may negatively affect the
companies in which the Portfolio invests and by extension the value of the
Portfolio's shares. Although the Portfolio's service providers are taking steps
to address this issue, there may still be some risk of adverse effects.
INVESTMENT ADVISOR
Progressive Investment Management Corporation is the investment advisor to
the Portfolio. The investment advisor's address is 2435 SW Fifth Avenue,
Portland, OR 97201. The investment advisor, which was established in 1987,
provides socially responsible investment management services to individual and
institutional investors and manages assets of approximately $140 million. The
investment advisor provides advice on buying and selling securities. The
investment advisor also furnishes the Portfolio with office space and certain
administrative services and provides most of the personnel needed by the
Portfolio. For its services, the Portfolio pays the investment advisor a monthly
management fee based upon the average daily net assets of the Portfolio at the
rate of 1.00% annually.
The Portfolio will be managed by a committee of investment professionals
associated with the Advisor.
PORTFOLIO EXPENSES
The Portfolio is responsible for its own operating expenses. The Advisor
has contractually agreed to reduce its fees and/or pay expenses of the Portfolio
to ensure that the Portfolio's aggregate annual operating expenses (excluding
interest and tax expenses) will not exceed 1.50% of the Portfolio's average
daily net assets. Any reduction in advisory fees or payment of expenses made by
the Advisor are subject to reimbursement by the Portfolio 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 Portfolio toward operating
expenses for such fiscal year (taking into account the reimbursements) does not
exceed the applicable limitation on Portfolio expenses. The Advisor is permitted
to be reimbursed for fee reductions and/or expense payments made in the prior
three fiscal years. (After startup, the Portfolio is permitted to look for
longer periods of four and five years.) Any such reimbursement will be reviewed
by the Trustees. The Portfolio 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
There are several ways to purchase shares of the Portfolio. An Application
Form, which accompanies this Prospectus, is used if you send money directly to
the Portfolio by mail or by wire. If you have questions about how to invest, or
about how to complete the Application Form, please call 1-800-282-2340. To open
an account by wire or to open a retirement account, call 1-800-282- 2340 for
instructions. You may also buy shares of the Portfolio through your financial
representative. After your account is open, you may add to it at any time. The
Portfolio reserves the right to reject any purchase in whole or in part.
You may buy and sell shares of the Portfolio through certain brokers (and
their agents) that have made arrangements with the Portfolio to sell its shares.
When you place your order with such a broker or its authorized agent, your order
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is treated as if you had placed it directly with the Portfolio's Transfer Agent,
and you will pay or receive the next price calculated by the Portfolio. 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 Portfolio's prospectus.
You may open a Portfolio account with $5,000 and add to your account at any
time with $100 or more. You may open a retirement account with $1,000 and add to
your account at any time with $100 or more. Automatic investment plans allow you
to open a Fund account with $1,000 and add to your account with $100 or more.
The minimum investment requirements may be waived from time to time by the
Portfolio.
BY MAIL. You may make an investment in the Portfolio by mail. All purchases
by check should be in U.S. dollars. Third party checks and cash will not be
accepted. If you wish to invest by mail, simply complete the Application Form
and mail it with a check (made payable to "Portfolio 21") to the Portfolio at
the following address:
Portfolio 21
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
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 "Portfolio 21" in
the envelope provided with your statement to the address noted above. Your
account number should be written on the check.
BY OVERNIGHT DELIVERY. If you wish to send your Application Form and check
via an overnight delivery service (such as FedEx), delivery cannot be made to a
post office. In that case, you should use the following address:
Portfolio 21
c/o American Data Services, Inc.
150 Motor Parkway
Suite 109
Hauppauge, NY 11788
BY WIRE. If you are making an initial investment in the Portfolio, before
you wire funds you should call the Transfer Agent at 1-800-282-2340 to advise
them that you are making an investment by wire. The Transfer agent will give you
your account number. 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 Fund 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:
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UMB Bank, n.a.
ABA Routing Number: 101000695
for credit to Portfolio 21
DDA # 9870912554
for further credit to [your name and account number]
Your bank may charge you a fee for sending a wire to the Portfolio
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 Portfolio.
AUTOMATIC INVESTMENT PLAN. You may make regular investments through
automatic periodic deductions from your bank checking or savings account. Under
this Plan, after your initial investment, you authorize the Portfolio to
withdraw from your personal checking or savings account each month an amount
that you wish to investment which must be at least $100. If you wish to invest
on a periodic basis, when opening your Portfolio account complete the Automatic
Investment Plan section of the Account Application Form and mail it to the
Portfolio at the address listed above. Current shareholders may choose at any
time to enroll in the Automatic Investment Plan. Call 1-800-282-2340 for
instructions. The Portfolio 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. Your termination letter must be received by the
Transfer Agent sufficiently in advance of the next scheduled withdrawal.
RETIREMENT PLANS. The Portfolio offers an Individual Retirement Account
("IRA") plan. You may obtain information about opening an IRA account by calling
1-800-282-2340. If you wish to open another type of retirement plan, please
contact your securities dealer.
HOW TO SELL SHARES
You may sell (redeem) your Portfolio shares on any day the Portfolio and
the New York Stock Exchange ("NYSE") are open for business either directly to
the Portfolio or through your investment representative.
BY MAIL. 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. Call the
Transfer Agent for details. You should send your redemption request to:
Portfolio 21
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
To protect the Portfolio and its shareholders, a signature guarantee is
required for all written redemption requests over $100,000. Signature(s) on the
redemption request must be guaranteed by an "eligible guarantor institution."
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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 from 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 1-800-282-2340 before the close of trading on the NYSE. This
is normally 4:00 p.m., Eastern time. 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 Portfolio
and its Transfer Agent to act upon the telephone instructions of the person or
persons you have designated in your Application. Such persons may request that
the shares in your account be redeemed. Redemption proceeds will be mailed to
the address of record on your account or transferred to the bank account you
have designated on your Account Application.
Before executing an instruction received by telephone, the Portfolio 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
Portfolio 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 Portfolio 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 1-800-282-2340 for instructions.
You may have difficulties in making a telephone redemption during periods
of abnormal market activity. If this occurs, you may make your redemption
request in writing.
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. 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 Portfolio. If you did not purchase your
shares with a certified check or wire, the Portfolio may delay payment of your
redemption proceeds for 15 days from the date of purchase or until your check
has cleared, whichever occurs first.
The Portfolio may redeem the shares in your account if the value of your
account is less than $1,000 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
$1,000 before the Portfolio makes 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 $1,000 before the Portfolio takes any action.
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The Portfolio has the right to pay redemption proceeds to you in whole or
in part by a distribution of securities from the Portfolio's holdings. It is not
expected that the Portfolio would do so except in unusual circumstances.
AUTOMATIC WITHDRAWAL PROGRAM. As another convenience, you may redeem your
Portfolio shares through the Automatic Withdrawal Program. If you elect this
method of redemption, the Portfolio will send you a check in a minimum amount of
$100. You may choose to receive a check each month or calendar quarter. Your
Portfolio 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 Portfolio.
You may also elect to terminate your participation in this Program at any time
by writing to the Transfer Agent at:
Portfolio 21
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
PRICING OF PORTFOLIO SHARES
The price of the Portfolio's shares is based on the Portfolio's net asset
value. This is done by dividing the Portfolio's assets, minus its liabilities,
by the number of shares outstanding. The Portfolio's assets are the market value
of securities held in its portfolio, plus any cash and other assets. The
Portfolio's liabilities are fees and expenses owed by the Portfolio. The number
of Portfolio shares outstanding is the amount of shares which have been issued
to shareholders. The price you will pay to buy Portfolio shares or the amount
you will receive when you sell your Portfolio 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 Portfolio shares is determined as of the close of
regular trading on the NYSE. This is normally 4:00 p.m., Eastern time. Portfolio
shares will not be priced on days that the NYSE is closed for trading (including
certain U.S. holidays).
DIVIDENDS AND DISTRIBUTIONS
The Portfolio will make distributions of dividends and capital gains, if
any, annually, usually on or about December 31 of each year. Because of its
investment strategies, the Portfolio expects that its distributions will
primarily consist of capital gains.
You can choose from three distribution options: (i) reinvest all
distributions in additional Portfolio shares; (2) receive distributions from net
invest income in cash or by automatic clearing house to a pre-designated bank
account while reinvesting capital gain distributions in additional Portfolio
shares; or (3) receive all distributions in cash or by automatic clearing house.
Call the Transfer Agent at (800) 282-2340 for wire instructions. If you wish to
change your distribution option, write to the Transfer Agent at Portfolio 21,
c/o American Data Services, Inc., P.O. Box 5536, Hauppauge, NY 11788-0132,
before payment of the distribution. If you do not select an option when you open
your account, all distributions will be reinvested in Portfolio shares. You will
receive a statement confirming reinvestment of distributions in additional
Portfolio shares promptly following the quarter in which the reinvestment
occurs.
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TAX CONSEQUENCES
The Portfolio intends 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 Portfolio held the securities
that generated the gains, not on how long you owned your Portfolio 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 Portfolio shares.
If you sell your Portfolio shares, it is considered a taxable event for
you. Depending on the purchase price and the sale price of the shares you sell,
you may have a gain or a loss on the transaction. You are responsible for any
tax liabilities generated by your transaction.
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PORTFOLIO 21,
A SERIES OF PROFESSIONALLY MANAGED
PORTFOLIOS (THE "TRUST")
For investors who want more information about the Portfolio, the following
document is available free upon request:
STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Portfolio and is incorporated by reference into this
Prospectus.
You can get free copies of SAI, request other information and discuss your
questions about the Portfolio by contacting the Portfolio at:
American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
Telephone: 1-800-282-2340
You can review and copy information about the Portfolio including the
Portfolio's 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 no. is 811-5037)
