PROFESSIONALLY MANAGED PORTFOLIOS, 485BPOS, 1999-03-31

PROFESSIONALLY MANAGED PORTFOLIOS
485BPOS, 1999-03-31

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SECURITIES ACT FILE NO. 33-12213
INVESTMENT COMPANY ACT FILE NO. 811-5037
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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. 59 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 60 [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)

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

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)

[X] Immediately upon filing pursuant to paragraph (b)

[ ] On March 31, 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>
DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

Duncan-Hurst Large Cap Growth-20 Fund and Duncan-Hurst Aggressive Growth
Fund are growth stock mutual funds. Each Fund seeks to provide investors with
long-term growth of capital. This prospectus contains information about the
Class I shares of the Funds.

The Securities and Exchange Commission has not approved or disapproved of
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

The date of this Prospectus is March 31, 1999

<PAGE>
THE FUNDS' INVESTMENT GOALS
Each Fund seeks long-term growth of capital.

THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES

DUNCAN-HURST LARGE The Fund will primarily invest in 20-30 common stocks
CAP GROWTH-20 of large capitalization domestic companies. In
FUND selecting investments, the Adviser will invest in
companies with prospects for above-average growth over
an extended period of time. The Fund is
non-diversified. This means that it may make larger
investments in individual companies than a fund that is
diversified. The Fund may invest in the securities of
foreign companies.

DUNCAN-HURST The Fund will primarily invest in common stocks of
AGGRESSIVE GROWTH medium capitalization domestic companies. In selecting
FUND investments, the Adviser will invest in companies with
prospects for above-average growth over an extended
period of time. The Fund may engage in frequent trading
of securities. The Fund may invest in the securities of
foreign companies.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

There is the risk that you could lose money on
your investment in a Fund. For example, 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
* Growth stocks fall out of favor with the
stock market
* Stocks in a Fund's portfolio may not increase
their earnings at the rate anticipated
because the Adviser's initial evaluation of
the stock was mistaken

* Securities of medium-capitalization companies
involve greater risk than investing in larger
companies.
* Adverse developments occur in foreign
markets. Foreign Investments involve greater
risk.
* As a non-diversified fund, the share price of
the Duncan-Hurst Large Cap Growth-20 Fund may
be more volatile than the share price of a
diversified fund.

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<PAGE>
WHO MAY WANT TO INVEST IN THE FUNDS

The Funds 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 of
capital

The Funds may not be appropriate for investors who:

* Need regular income or stability of principal

* Are pursuing a short-term goal or investing
emergency reserves

FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
CLASS I SHARES OF THE FUNDS.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) ................................ None
Maximum deferred sales charge (load)
(as a percentage of the lower of original purchase
price or redemption proceeds) ...................................... None

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

LARGE CAP AGGRESSIVE
GROWTH-20 FUND GROWTH FUND
-------------- -----------
Management Fees ................................ 1.00% 1.00%
Other Expenses ................................. 2.50% 2.50%
Total Annual Fund Operating Expenses ........... 3.50% 3.50%
---- ----

Fee Reduction and/or Expense
Reimbursement ................................. 2.00% 2.00%
Net Expenses ................................... 1.50% 1.50%
---- ----

* Other Expenses are estimated for the first fiscal year of each Fund. The
Adviser has contractually agreed to reduce its fees and/or pay expenses of each
Fund for an indefinite period to insure that Total Fund Operating Expenses will
not exceed 1.50% for each Fund. The Adviser reserves the right to be reimbursed
for any waiver of its fees or expenses paid on behalf of the Funds if a Fund's
expenses are less than the limit agreed to by the Funds. The Trustees may
terminate this expense reimbursement arrangement at any time.

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<PAGE>
EXAMPLE

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

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

ONE YEAR THREE YEARS
-------- -----------
Duncan-Hurst Large Cap Growth-20 Fund ................ $153 $474
Duncan-Hurst Aggressive Growth Fund .................. $153 $474

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

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

The Large Cap Growth-20 Fund is a non-diversified fund that will primarily
invest in 20-30 common stocks of larger capitalization domestic companies. Under
normal market conditions, the Fund will invest at least 75% of its total assets
in common stocks of large capitalization domestic companies. The Fund generally
defines larger capitalization companies as those having a market capitalization
of more than $5 billion. The Fund may invest in smaller or larger issues.
However, it is anticipated that this definition will change from time to time,
as dictated by the market.

The Aggressive Growth Fund will primarily invest in common stocks of medium
capitalization domestic companies. The Fund generally defines medium
capitalization companies as those that fall within the range of the Russell
Midcap Index ("Midcap Index"). Companies whose capitalization falls outside this
range after the Fund's initial purchase will continue to be considered mid cap
companies. At June 30, 1998, the Midcap Index included companies with market
capitalizations between approximately $500 million and $11 billion. It is
expected that the range of the Midcap Index will change on a regular basis. The
Fund may invest in smaller or larger issuers.

Each Fund may invest in up to 25% of its net assets in securities of foreign
issuers that are not publicly traded in the United States. Each Fund may also
invest in American Depositary Receipts ("ADRs") and foreign securities traded on
a national securities market. The Funds may engage in frequent trading of
securities.

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<PAGE>

The Adviser's investment process identifies companies with accelerating earnings
growth and positive company fundamentals. While economic forecasting and
industry sector analysis play a part in the research effort, the Adviser's stock
selection process begins with individual company analysis. This is often
referred to as a bottom-up approach to investing. From a group of companies that
meet the Adviser's standards, the Adviser selects the securities of those
companies whose earnings are expected to grow at an above-average rate. In
making this determination, the Adviser considers certain characteristics of a
particular company. Among other factors, these include new product development,
management change and competitive market dynamics.

PORTFOLIO TURNOVER

The Funds generally intend to purchase securities for long-term investment
rather than short-term gains. The Portfolio Managers may sell a stock when the
company's earnings begin to grow at below average rates or there has been a
change in company fundamentals. Short-term transactions may result from
liquidity needs or by reason of economic or other developments not foreseen at
the time of the investment decision. The Portfolio Managers will make purchase
and sell decisions when it is believed to be appropriate.

Each Fund anticipates that its portfolio turnover rate will typically exceed
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 transactions costs, which could
negatively affect a Fund's performance.

Under normal market conditions, each Fund will stay fully invested in stocks.
However, under very unusual circumstances, a 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.

RISKS OF INVESTING IN THE FUNDS

The principal risks of investing in the Funds that may adversely affect a Fund's
net asset value or total return are discussed above in "Principal Risks of
Investing in 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.

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<PAGE>
MANAGEMENT RISK. The risk that a strategy used by the Adviser may fail to
produce the intended result.

OPPORTUNITY RISK. The risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in less advantageous
investments.

MEDIUM-CAPITALIZATION RISK. The risk of investing in securities of medium-sized
companies may involve greater risk than investing in larger companies because
they can be subject to more abrupt or erratic shares price changes.

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.

YEAR 2000 RISK. The risk that a Fund's operations could be disrupted by year
2000-related computer system problems. This situation may negatively impact the
companies in which the Funds invest and by extension the value of the Funds'
shares. Although each Fund's service providers are taking steps to address this
issue, there may still be some risk of adverse effects.

INVESTMENT ADVISER

Duncan-Hurst Capital Management Inc., founded in 1990, is the investment adviser
to the Funds. The investment adviser's address is 4365 Executive Drive, Suite
1520, San Diego, CA 92121. The investment adviser currently manages assets of
approximately $3.0 billion for institutional and individual investors. The
investment adviser will provide advice on buying and selling securities. The
investment adviser will also furnish the Funds with office space and certain
administrative services and provide most of the personnel needed by the Funds.
For its services, each Fund will pay the investment adviser a monthly management
fee based upon its average daily net assets. Each Fund will pay an advisory fee
at the annual rate of 1.00%.

PORTFOLIO MANAGERS

LARGE CAP GROWTH-20 FUND. David C. Magee, Vice President of the Adviser, will be
responsible for the day-to-day management of the Large Cap Growth-20 Fund's
portfolio. Mr. Magee has managed the large-cap growth equity portfolios of the
Adviser's private accounts since December, 1995. Mr. Magee joined the Adviser in
January 1992 as the Senior Analyst for the small-cap and medium-cap portfolios
of the Adviser's private accounts. Mr. Magee has over sixteen years of
investment experience.

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<PAGE>

AGGRESSIVE GROWTH FUND. William H. "Beau" Duncan, Jr., Chairman, Chief Executive
Officer and Chief Investment Officer of the Adviser, will be responsible for the
day-to-day management of the Aggressive Growth Fund's portfolio. Mr. Duncan has
managed the small-cap and medium-cap growth equity portfolios of the Adviser's
private accounts since starting the firm in 1990. Mr. Duncan has over twenty-one
years of investment experience.

ADVISER'S HISTORICAL PERFORMANCE DATA

The investment results presented below are for composites of all accounts
managed by the Adviser with substantially similar investment objectives,
policies and strategies to the Funds.

These composites are unaudited and are not intended to predict or suggest the
returns that might be expected for the Funds. You should note that the Funds
will compute and disclose average annual return using the standard formula set
forth in SEC rules, which differ in certain respects from the methodology used
below to calculate the Adviser's performance.

The accounts included in the composites are not mutual funds and are not subject
to the same rules and regulations (for example, liquidity requirements and
restrictions on transactions with affiliates) as the Funds or to the same types
of expenses that the Funds will pay. These differences might adversely affect
the performance figures shown below.

The figures shown below represent the performance of the accounts included in
the composites. The figures are net of management fees but do not reflect other
expenses paid by the accounts included in the composites. The figures include
income, reinvestment of capital gains and reflect brokerage commissions.
However, these fees and expenses are generally lower than the fees and expenses
expected to be paid by the Funds. Higher fees and expenses would have resulted
in lower composite performance figures. The Indices are not managed and do not
pay any fees or expenses. These figures do not predict future performance of the
Funds.

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<PAGE>

DUNCAN-HURST LARGE-CAP GROWTH EQUITY. Duncan-Hurst Large-Cap Growth Equity
performance history is the dollar-weighted composite results of all accounts
managed by David C. Magee. The Large Cap Growth-20 Fund will be managed using
the same investment strategy.

CALENDAR YEAR RETURNS
1996 1997 1998
---- ---- ----
Duncan-Hurst Large-Cap
Growth Equity 13.39% 31.50% 58.33%
Russell 1000 Growth Index (1) 23.12 30.48 38.72
S&P 500 Index (2) 22.96 33.36 28.58

- ----------
(1) The Russell 1000 Growth Index is an unmanaged index generally
representative of the market for U.S. large-cap growth stocks. (2) The S&P
500 Index is an unmanaged index generally representative of the market for
stocks of large-sized U.S. companies.

DUNCAN-HURST MEDIUM-CAP GROWTH EQUITY. Duncan-Hurst Medium-Cap Growth Equity
performance is the dollar-weighted composite results of all accounts, excluding
two accounts with significant client-directed restrictions, managed by William
H. Duncan, Jr. The Aggressive Growth Fund will be managed using the same
investment strategy.

CALENDAR YEAR RETURNS
<TABLE>
<CAPTION>
1991* 1992 1993 1994 1995 1996 1997 1998
----- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Duncan-Hurst Medium-
Cap Growth Equity 24.76% 7.15% 29.20% -10.31% 61.19% 9.21% 20.04% 29.56%
Russell Midcap Growth
Index (1) 21.15 8.71 11.19 -2.16 33.98 17.48 22.54 17.86
Russell Midcap Index (2) 8.79 16.35 14.30 -2.09 34.45 19.00 29.00 10.10
</TABLE>
- ----------
* For the period October 1, 1991 through December 31, 1991

8
<PAGE>

AVERAGE ANNUAL RETURNS
<TABLE>
<CAPTION>
10/3/91
1 2 3 4 5 6 7 Through
Year Years Years Years Years Years Years 12/31/91
---- ----- ----- ----- ----- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Duncan-Hurst Medium-
Cap Growth Equity 29.56% 24.71% 19.31% 28.63% 19.68% 21.22% 19.10% 22.03%
Russell Midcap Growth
Index (1) 10.09 19.18 19.12 22.78 17.34 16.83 16.76 16.42
Russell Midcap Index (2) 17.87 20.18 19.27 22.79 17.34 16.29 15.18 17.48
</TABLE>
- ----------
(1) The Russell Midcap Growth Index is an unmanaged index generally
representative of the market for U.S. mid-cap growth stocks. (2) The
Russell Midcap Index is an unmanaged index generally representative of the
market for U.S. mid-cap stocks.

FUND EXPENSES

Each Fund is responsible for its own operating expenses. The Adviser has
contractually agreed to reduce its fees and/or pay expenses of each Fund to
ensure that the Fund's aggregate annual operating expenses (excluding interest
and tax expenses) will not exceed the limits set forth in the Expense Table. Any
reduction in advisory fees or payment of expenses made by the Adviser are
subject to reimbursement by the Fund if requested by the Adviser in subsequent
fiscal years. This reimbursement may be requested by the Adviser if the
aggregate amount actually paid by the Fund toward operating expenses for such
fiscal year (taking into account the reimbursements) does not exceed the
applicable limitation on Fund expenses. The Adviser is permitted to be
reimbursed for fee reductions and/or expense payments made in the prior three
fiscal years. (After startup, the Funds are 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
Adviser 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 Funds. An Application Form,
which accompanies this Prospectus, is used if you send money directly to a Fund
by mail or by wire. YOU MUST MAKE SURE TO SPECIFY THAT YOU ARE PURCHASING CLASS
I SHARES WHEN YOU PLACE YOUR PURCHASE ORDER. If you have questions about how to
invest, or about how to complete the Application Form, please call an account
representative at (800) 558-9105. To open an account by wire or to open a
retirement plan account, call (800) 558-9105 for instructions. After your
account is open, you may add to it at any time. The Funds reserve the right to
reject any purchase order.

You may buy and sell 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

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<PAGE>

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 Fund. 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 Adviser
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.

You may open a Fund account with $1 million and add to your account at any time
with $100,000 or more. The minimum investment requirements may be waived from
time to time by the Fund.

BY MAIL

You may send money to the Funds 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 "Duncan-Hurst Large Cap Growth-20 Fund" or "Duncan-Hurst
Aggressive Growth Fund") to:

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

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 box. In that
case, you should use the following address:

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
330 West 9th Street
Kansas City, MO 64105

THROUGH FINANCIAL SERVICE AGENTS

If you are investing through a Financial Service Agent, please refer to their
program materials for any additional special provisions or conditions that may
be different from those described in this Prospectus. Financial Service Agents
have the responsibility of transmitting purchase orders and funds, and of
crediting their customers' accounts following redemptions, in a timely manner in
accordance with their customer agreements and this Prospectus.

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<PAGE>

If you place an order for Fund shares through a Financial Service Agent, in
accordance with such Financial Service Agent's procedures and such Financial
Service Agent then transmits your order to the Transfer Agent before the closing
of trading on the New York Stock Exchange ("NYSE") on that day, then your
purchase will be processed at the net asset value calculated at the close of
trading on the NYSE on that day. The Financial Service Agent must promise to
send to the Transfer Agent immediately available funds in the amount of the
purchase price in accordance with the Transfer Agent's procedures. If payment is
not received within the time specified, the Transfer Agent may rescind the
transaction and the Financial Service Agent will be held liable for any
resulting fees or losses.

BY WIRE

You may wire money to the Funds. Before sending a wire, you should call (800)
558-9105 between 9:00 a.m. and 5:00 p.m., Eastern time, on a day when the NYSE
is open for trading, in order to receive an account number. It is important to
call and receive this account number, because if you wire is sent without it or
without the name of the Fund, there may be a delay in investing the money you
wire. You should then ask your bank to wire money to:

Investor's Fiduciary Trust Company
ABA Routing Number: 001003621
for credit to Duncan-Hurst Large Cap Growth-20 Fund
DDA #7561040 OR
Duncan-Hurst Aggressive Growth Fund
DDA #7561040
for further credit to [your name and account number]

Your bank may charge you a fee for sending a wire to the Funds.

BY ONLINE ACCESS

For further information how you can buy Fund shares through the Internet, call
the Funds at (800) 558-9105.

BY PAYMENT IN KIND

In certain situations, Fund shares may be purchased by tendering payment in kind
in the form of shares of stock, bonds or other securities. Any securities used
to buy Fund shares must be readily marketable, their acquisition consistent with
the Fund's objective and otherwise acceptable to the Adviser. For further
information, call the Funds at (800) 558-9105.

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<PAGE>
HOW TO EXCHANGE SHARES

You may exchange your shares between the Duncan-Hurst Large Cap Growth-20 Fund
and the Duncan-Hurst Aggressive Growth Fund on any day the Funds are open for
business. EXCHANGES MAY ONLY BE MADE BETWEEN FUNDS OF THE SAME CLASS.

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.

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. You should send
your exchange request to:

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund c/o
National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

BY TELEPHONE

If your account has telephone privileges, you may also exchange Fund shares by
calling the Transfer Agent at (800) 558-9105 between the hours of 9:00 a.m. and
4:00 p.m. (Eastern time). If you are exchanging shares by telephone, you will be
subject to certain identification procedures which are listed below under "How
to Sell Shares."

BY ONLINE ACCESS

For further information how you can exchange Fund shares through the Internet,
call the Funds at (800) 558-9105.

HOW TO SELL SHARES

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

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<PAGE>
BY MAIL

You may redeem your shares by simply sending a written request to the Fund. 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 shareholder whose
names appear on the account registration. You should send your redemption
request to:

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

BY TELEPHONE

If you complete the Redemption by Telephone portion of the Fund's Application
Form, you may redeem all of some of your shares by calling the Fund at (800)
558-9105 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 Application Form. The minimum amount that may be wired is
$1,000. If you sell shares worth more than $25,000, the proceeds will be wired
to your bank account. 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. You may not use the telephone redemption for retirement accounts.

When you establish telephone privileges, you are authorizing a Fund and its
Transfer Agent to act upon the telephone instructions of the person or persons
you have designated in your Application Form. Such persons may request that the
shares in your account be either exchanged or redeemed. Redemption proceeds will
be transferred to the bank account you have designated on your Application Form.

Before executing an instruction received by telephone, the Funds and the
Transfer Agent will use 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.

You may request telephone redemption privileges after your account is opened by
calling (800) 558-9105 for instructions.

BY ONLINE ACCESS

For further information how you can sell your Fund shares through the Internet,
call the Funds at (800) 558-9105.

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<PAGE>
AUTOMATIC WITHDRAWAL PLAN

You may also make regular withdrawals on an automatic basis. Call (800) 558-9105
for instructions.

Certain redemption requests require that the signature or signatures on the
account have to be guaranteed. Call (800) 558-9105 for further details.

If you did not purchase your shares with a certified check, a Fund may delay
payment of your redemption proceeds for up to 15 days from purchase or until
your check has cleared, whichever occurs first. Additionally, you may not redeem
shares by telephone until 15 calendar days after the purchase date of the
shares. If you purchased your shares through the Automated Clearing House (ACH),
a Fund may delay payment of your redemption proceeds for up to 15 days from
purchase or until your payment clears, whichever occurs first.

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
a Fund would do so except in unusual circumstances.

PRICING OF FUND SHARES

The price of a Fund's shares is based on the Fund's net asset value. This is
done by dividing the Fund's assets, minus its liabilities, by the number of
shares outstanding. A Fund's assets are the market value of securities held in
its portfolio, plus any cash and other assets. A 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 and
accepted.

The net asset value of shares 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.

DIVIDENDS AND DISTRIBUTIONS

Each Fund will make distributions of dividends and capital gains, if any,
annually, usually after the end of its fiscal year. Because of its investment
strategies, each Fund expects that its distributions will primarily consist of
capital gains.

You can choose from three distribution options: (1) reinvest all distributions
in additional Fund shares; (2) receive distributions from net investment income
in cash or by ACH to a pre-established bank account while reinvesting capital
gains distributions in additional Fund shares; or (3) receive all distributions
in cash or by ACH. Call (800) 558-9105 for wire instructions. If you wish to
change your distribution option, write to National Financial Data Services
before payment of the distribution. If you do not select an option when you open
your account, all distributions will be reinvested in Fund shares. You will
receive a statement confirming reinvestment of distributions in additional Fund
shares promptly following the quarter in which the reinvestment occurs.

14
<PAGE>
If a check representing a Fund distribution is not cashed within a specified
period, the Transfer Agent will notify you that you have the option of
requesting another check or reinvesting the distribution in the Fund. If the
Transfer Agent does not receive your election, the distribution will be
reinvested in the Fund.

TAX CONSEQUENCES

Each Fund 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 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.

15
<PAGE>
DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

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

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

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

National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284
Telephone: 1-800-558-9105

You can review and copy information including the Funds' 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 by calling 1-800-SEC-0330.

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

(Investment Company Act
file no. 811-5037)

<PAGE>
DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

The Securities and Exchange Commission has not approved or disapproved of
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

The date of this Prospectus is March 31, 1999

<PAGE>
THE FUNDS' INVESTMENT GOALS
Each Fund seeks long-term growth of capital.

THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

There is the risk that you could lose money on
your investment in a Fund. For example, 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

* Growth stocks fall out of favor with the
stock market
* Stocks in a Fund's portfolio may not increase
their earnings at the rate anticipated
because the Adviser's initial evaluation of
the stock was mistaken

2
<PAGE>
WHO MAY WANT TO INVEST IN THE FUNDS

The Funds may be appropriate for investors who:

The Funds may not be appropriate for investors who:

* Need regular income or stability of principal

* Are pursuing a short-term goal or investing
emergency reserves

FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
CLASS R SHARES OF THE FUNDS.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) ................................. None
Maximum deferred sales charge (load)
(as a percentage of the lower of original purchase
price or redemption proceeds) ....................................... None

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

LARGE CAP AGGRESSIVE
GROWTH-20 FUND GROWTH FUND
-------------- -----------
Management Fees .................................... 1.00% 1.00%
Distribution and Service (12b-1) Fees .............. 0.25% 0.25%
Other Expenses ..................................... 2.50% 2.50%
Total Annual Fund Operating Expenses ............... 3.75% 3.75%
---- ----

Fee Reduction and/or Expense ....................... 1.75% 1.75%
Reimbursement

Net Expenses ....................................... 2.00% 2.00%
---- ----

* Other Expenses are estimated for the first fiscal year of each Fund. The
Adviser has contractually agreed to reduce its fees and/or pay expenses of each
Fund for an indefinite period to insure that Total Fund Operating Expenses will
not exceed 2.00% for each Fund. The Adviser reserves the right to be reimbursed
for any waiver of its fees or expenses paid on behalf of the Funds if a Fund's
expenses are less than the limit agreed to by the Funds. The Trustees may
terminate this expense reimbursement arrangement at any time.

3
<PAGE>

EXAMPLE

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

ONE YEAR THREE YEARS
-------- -----------
Duncan-Hurst Large Cap Growth-20 Fund ............ $203 $627
Duncan-Hurst Aggressive Growth Fund .............. $203 $627

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

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

The Large Cap Growth-20 Fund is a non-diversified fund that will primarily
invest in 20-30 common stocks of larger capitalization domestic companies. Under
normal market conditions, the Fund will invest at least 75% of its total assets
in common stocks of large capitalization domestic companies. The Fund generally
defines larger capitalization companies as those having a market capitalization
of more than $5 billion. The Fund may invest in small or larger issuers.
However, it is anticipated that this definition will change from time to time,
as dictated by the market.

4
<PAGE>

PORTFOLIO TURNOVER

RISKS OF INVESTING IN THE FUNDS

5
<PAGE>
MANAGEMENT RISK. The risk that a strategy used by the Adviser may fail to
produce the intended result.

OPPORTUNITY RISK. The risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in less advantageous
investments.

INVESTMENT ADVISER

PORTFOLIO MANAGERS

6
<PAGE>

ADVISER'S HISTORICAL PERFORMANCE DATA

The investment results presented below are for composites of all accounts
managed by the Adviser with substantially similar investment objectives,
policies and strategies to the Funds.

7
<PAGE>

CALENDAR YEAR RETURNS
1996 1997 1998
---- ---- ----
Duncan-Hurst Large-Cap
Growth Equity 13.39% 31.50% 58.33%
Russell 1000 Growth Index (1) 23.12 30.48 38.72
S&P 500 Index (2) 22.96 33.36 28.58

AVERAGE ANNUAL RETURNS
1 Year 2 Years 3 Years
------ ------- -------
Duncan-Hurst Large-Cap
Growth Equity 58.33% 44.29% 33.16%
Russell 1000 Growth Index (1) 38.72 34.54 30.62
S&P 500 Index (2) 28.58 30.94 28.23
- ----------
(1) The Russell 1000 Growth Index is an unmanaged index generally
representative of the market for U.S. large-cap growth stocks.
(2) The S&P 500 Index is an unmanaged index generally representative of the
market for stocks of large-sized U.S. companies.

8
<PAGE>

AVERAGE ANNUAL RETURNS
<TABLE>
<CAPTION>
10/3/91
1 2 3 4 5 6 7 Through
Year Years Years Years Years Years Years 12/31/91
---- ----- ----- ----- ----- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Duncan-Hurst Medium-
Cap Growth Equity 29.56% 24.71% 19.31% 28.63% 19.68% 21.22% 19.10% 22.03%
Russell Midcap Growth
Index (1) 10.09 19.18 19.12 22.78 17.34 16.83 16.76 16.42
Russell Midcap Index (2) 17.87 20.18 19.27 22.79 17.34 16.29 15.18 17.48
</TABLE>
- ----------
(1) The Russell Midcap Growth Index is an unmanaged index generally
representative of the market for U.S. mid-cap growth stocks.
(2) The Russell Midcap Index is an unmanaged index generally representative of
the market for U.S. mid-cap stocks.

FUND EXPENSES

SHAREHOLDER INFORMATION

HOW TO BUY SHARES

There are several ways to purchase shares of the Funds. An Application Form,
which accompanies this Prospectus, is used if you send money directly to a Fund
by mail or by wire. YOU MUST MAKE SURE TO SPECIFY THAT YOU ARE PURCHASING CLASS
R SHARES WHEN YOU PLACE YOUR PURCHASE ORDER. If you have questions about how to
invest, or about how to complete the Application Form, please call an account
representative at (800) 558-9105. To open an account by wire or to open a
retirement plan account, call (800) 558-9105 for instructions. After your
account is open, you may add to it at any time. The Funds reserve the right to
reject any purchase order.

9
<PAGE>

You may open a Fund account with $2,500 and add to your account at any time with
$100 or more. Automatic investment plans allow you to open a Fund account with
$250 and add to your account with $100 or more. You may open a retirement plan
account with $2,000 and add to your account with $100 or more. The minimum
investment requirements may be waived from time to time by the Fund.

BY MAIL

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

BY OVERNIGHT DELIVERY

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
330 West 9th Street
Kansas City, MO 64105

THROUGH FINANCIAL SERVICE AGENTS

10
<PAGE>

purchase price in accordance with the Transfer Agent's procedures. If payment is
not received within the time specified, the Transfer Agent may rescind the
transaction and the Financial Service Agent will be held liable for any
resulting fees or losses.

BY WIRE

Investor's Fiduciary Trust Company
ABA Routing Number: 101003621
for credit to Duncan-Hurst Large Cap Growth-20 Fund
DDA #7561040 OR
Duncan-Hurst Aggressive Growth Fund
DDA #7561040
for further credit to [your name and account number]

Your bank may charge you a fee for sending a wire to the Funds.

BY ONLINE ACCESS

For further information how you can buy Fund shares through the Internet, call
the Funds at (800) 558-9105.

BY PAYMENT IN KIND

AUTOMATIC INVESTMENT PLAN

You may make regular investments through automatic periodic deductions from your
bank checking or savings account. If you wish to invest on a periodic basis,
when opening your Fund account complete the Automatic Investment Plan section of
the Application Form and mail it to the Fund at the address listed above.
Current shareholders may choose at any time to enroll in the Automatic
Investment Plan. Call (800) 558-9105 for instructions.

11
<PAGE>
HOW TO EXCHANGE SHARES

BY MAIL

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund c/o
National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

BY TELEPHONE

BY ONLINE ACCESS

For further information how you can exchange Fund shares through the Internet,
call the Funds at (800) 558-9105.

HOW TO SELL SHARES

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

12
<PAGE>
BY MAIL

Duncan-Hurst Large Cap Growth-20 Fund OR
Duncan-Hurst Aggressive Growth Fund
c/o National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284

BY TELEPHONE

You may request telephone redemption privileges after your account is opened by
calling (800) 558-9105 for instructions.

BY ONLINE ACCESS

For further information how you can sell your Fund shares through the Internet,
call the Funds at (800) 558-9105.

13
<PAGE>

AUTOMATIC WITHDRAWAL PLAN

You may also make regular withdrawals on an automatic basis. Call (800) 558-9105
for instructions.

Certain redemption requests require that the signature or signatures on the
account have to be guaranteed. Call (800) 558-9105 for further details.

PRICING OF FUND SHARES

DIVIDENDS AND DISTRIBUTIONS

TAX CONSEQUENCES

RULE 12b-1 FEES

Each Fund has adopted a distribution plan under Rule 12b-1 that allow the Fund
to pay distribution fees for the sale and distribution of its Class R shares and
for services provided to its shareholders. The distribution and service fee is
0.25% of the Fund's average daily net assets which is payable to the Adviser, as
Distribution Coordinator. Because these fees are paid out of the Fund's assets
on an on-going basis, over time these fees will increase the cost of your
investment in Class R shares of the Fund and may cost you more than paying other
types of sales charges.

15
<PAGE>
DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND,
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

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

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

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

National Financial Data Services
P.O. Box 419284
Kansas City, MO 64141-6284
Telephone: 1-800-558-9105

For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-6009 or by calling 1-800-SEC-0330.

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

(Investment Company Act
file no. 811-5037)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

MARCH 31, 1999

DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND
SERIES OF
PROFESSIONALLY MANAGED PORTFOLIOS
4365 EXECUTIVE DRIVE
SUITE 1520
SAN DIEGO, CA 92121

(800) 558-9105

This Statement of Additional Information ("SAI") is not a prospectus and it
should be read in conjunction with the Prospectuses dated March 31, 1999, as may
be revised, of the Duncan-Hurst Large Cap Growth-20 Fund ("Large Cap Growth
Fund") and the Duncan-Hurst Aggressive Growth Fund ("Aggressive Growth Fund"),
series of Professionally Managed Portfolios (the "Trust"). The Large Cap Growth
Fund and the Aggressive Growth Fund are referred to herein collectively as the
"Funds." Duncan-Hurst Capital Management Inc. (the "Advisor") is the investment
adviser to the Funds. A copy of the Funds' Prospectuses dated March 31, 1999 are
available by calling the number listed above.

TABLE OF CONTENTS

The Trust ............................................................... B-2
Investment Objectives and Policies ...................................... B-2
Investment Restrictions ................................................. B-15
Distributions and Tax Information ....................................... B-16
Trustees and Executive Officers ......................................... B-19
The Funds' Investment Adviser ........................................... B-20
The Funds' Administrator ................................................ B-21
The Funds' Distributor .................................................. B-21
Execution of Portfolio Transactions ..................................... B-22
Additional Purchase and Redemption Information .......................... B-24
Determination of Share Price ............................................ B-27
Performance Information ................................................. B-28
General Information ..................................................... B-28
Financial Statements .................................................... B-29
Appendix ................................................................ B-30

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. Duncan-Hurst Capital Management Inc. ("the
Adviser") is the Funds' investment adviser.

The Trust is registered with the SEC as a management investment company.
Such a registration does not involve supervision of the management or policies
of the Funds. The Prospectuses 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.

INVESTMENT OBJECTIVES AND POLICIES

Each Fund has the investment objective of seeking long-term growth of
capital. The following information supplements the discussion of the Funds'
investment objectives and policies as set forth in their Prospectuses. There can
be no guarantee that the objective of either Fund will be attained.

GLOSSARY OF PERMITTED INVESTMENTS

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.

SMALL COMPANIES. Some of the securities in which the Aggressive Growth Fund
may invest may be of smaller companies. The securities of smaller companies
often trade less frequently and in more limited volume, and may be subject to
more abrupt or erratic price movements, than securities of larger, more
established companies. Such companies may have limited product lines, markets or
financial resources, or may depend on a limited management group.

CONVERTIBLE SECURITIES AND WARRANTS. Each Fund may invest in convertible
securities and warrants. A convertible security is a fixed-income security (a
debt instrument or a preferred stock) which may be converted at a stated price
within a specified period of time into a certain quantity of the common stock of
the same or a different issuer. Convertible securities are senior to common
stocks in an issuer's capital structure, but are usually subordinated to similar
non-convertible securities. While providing a fixed income stream (generally
higher in yield than the income derivable from common stock but lower than that
afforded by a similar nonconvertible security), a convertible security also
affords an investor the opportunity, through its conversion feature, to

B-2
<PAGE>
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.

A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of a Fund's
entire investment therein).

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.

GOVERNMENT OBLIGATIONS. Each Fund may make short-term investments in U.S.
Government obligations. Such obligations include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export-Import Bank of the United States,
Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association.

Some of these obligations, such as those of the GNMA, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the
Export-Import Bank of United States, are supported by the right of the issuer to
borrow from the Treasury; others, such as those of the FNMA, are supported by
the discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

FOREIGN INVESTMENTS AND CURRENCIES. Each Fund may invest in up to 25% of
its net assets in securities of foreign issuers that are not publicly traded in
the United States. Each Fund may also invest in American Depositary Receipts
(ADRs") and foreign securities traded on a national securities market, purchase
and sell foreign currency on a spot basis and enter into forward currency
contracts (see "Forward Currency Contracts," below).

AMERICAN DEPOSITARY RECEIPTS. Each Fund may invest its assets in securities
of foreign issuers in the form of ADRs, which are securities representing
securities of foreign issuers. Each Fund treats ADRs as interests in the

B-3
<PAGE>
underlying securities for purposes of its investment policies. A purchaser of an
unsponsored ADR may not have unlimited voting rights and may not receive as much
information about the issuer of the underlying securities as with a sponsored
ADR.

RISKS OF INVESTING IN FOREIGN SECURITIES. Investments in foreign securities
involve certain inherent risks, including the following:

POLITICAL AND ECONOMIC FACTORS. Individual foreign economies of certain
countries may differ favorably or unfavorably from the US economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, diversification and balance of payments
position. The internal politics of certain foreign countries may not be as
stable as those of the United States. Governments in certain foreign countries
also continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign
countries are heavily dependent upon international trade and are accordingly
affected by the trade policies and economic conditions of their trading
partners. Enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such
countries.

CURRENCY FLUCTUATIONS. Each Fund may invest in securities denominated in
foreign currencies. Accordingly, a change in the value of any such currency
against the U.S. dollar will result in a corresponding change in the U.S. dollar
value of the Fund's assets denominated in that currency. Such changes will also
affect the Fund's income. The value of the Fund's assets may also be affected
significantly by currency restrictions and exchange control regulations enacted
from time to time.

EURO CONVERSION. Several European countries adopted a single uniform
currency known as the "euro," effective January 1, 1999. The euro conversion
could have potential adverse effects on a Fund's ability to value its portfolio
holdings in foreign securities, and could increase the costs associated with the
Fund's operations. The Funds and the Adviser are working with providers of
services to the Funds in the areas of clearance and settlement of trade in an
effect to avoid any material impact on the Funds due to the euro conversion;
there can be no assurance, however, that the steps taken will be sufficient to
avoid any adverse impact on the Funds.

MARKET CHARACTERISTICS. The Adviser expects that many foreign securities in
which a Fund invest will be purchased in over-the-counter markets or on
exchanges located in the countries in which the principal offices of the issuers
of the various securities are located, if that is the best available market.
Foreign exchanges and markets may be more volatile than those in the United
States. While growing in volume, they usually have substantially less volume
than U.S. markets, and the Funds' foreign securities may be less liquid and more
volatile than U.S. securities. Moreover, settlement practices for transactions
in foreign markets may differ from those in United States markets, and may
include delays beyond periods customary in the United States. Foreign security
trading practices, including those involving securities settlement where Fund

B-4
<PAGE>
assets may be released prior to receipt of payment or securities, may expose the
Funds to increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer.

LEGAL AND REGULATORY MATTERS. Certain foreign countries may have less
supervision of securities markets, brokers and issuers of securities, and less
financial information available to issuers, than is available in the United
States.

TAXES. The interest and dividends payable on certain of the Funds' foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to Fund shareholders.

COSTS. To the extent that a Fund invests in foreign securities, its expense
ratio is likely to be higher than those of investment companies investing only
in domestic securities, since the cost of maintaining the custody of foreign
securities is higher.

EMERGING MARKETS. Some of the securities in which the Aggressive Growth
Fund may invest may be located in developing or emerging markets, which entail
additional risks, including less social, political and economic stability;
smaller securities markets and lower trading volume, which may result in less
liquidity and greater price volatility; national policies that may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries, or expropriation or confiscation of assets or property; and less
developed legal structures governing private or foreign investment.

In considering whether to invest in the securities of a foreign company, the
Adviser considers such factors as the characteristics of the particular company,
differences between economic trends and the performance of securities markets
within the U.S. and those within other countries, and also factors relating to
the general economic, governmental and social conditions of the country or
countries where the company is located. The extent to which a Fund will be
invested in foreign companies and countries and depository receipts will
fluctuate from time to time within the limitations described in the prospectus,
depending on the Adviser's assessment of prevailing market, economic and other
conditions.

OPTIONS AND FUTURES STRATEGIES. Each Fund may purchase put and call options
and engage in the writing of covered call options and secured put options, and
employ a variety of other investment techniques. Specifically, each Fund may
engage in the purchase and sale of stock index future contracts and options on
such futures, all as described more fully below. Such investment policies and
techniques may involve a greater degree of risk than those inherent in more
conservative investment approaches.

Each Fund will engage in such transactions only to hedge existing positions
and not for the purposes of speculation or leverage. A Fund will not engage in
such options or futures transactions unless it receives any necessary regulatory
approvals permitting it to engage in such transactions.

B-5
<PAGE>
OPTIONS ON SECURITIES. To hedge against adverse market shifts, each Fund may
purchase put and call options on securities held in its portfolio. In addition,
each Fund may seek to increase its income in an amount designed to meet
operating expenses or may hedge a portion of its portfolio investments through
writing (that is, selling) "covered" put and call options. A put option provides
its purchaser with the right to compel the writer of the option to purchase from
the option holder an underlying security at a specified price at any time during
or at the end of the option period. In contrast, a call option gives the
purchaser the right to buy the underlying security covered by the option from
the writer of the option at the stated exercise price. A covered call option
contemplates that, for so long as the Fund is obligated as the writer of the
option, it will own (1) the underlying securities subject to the option or (2)
securities convertible into, or exchangeable without the payment of any
consideration for, the securities subject to the option. The value of the
underlying securities on which covered call options will be written at any one
time by a Fund will not exceed 25% of the Fund's total assets. A Fund will be
considered "covered" with respect to a put option it writes if, so long as it is
obligated as the writer of a put option, it segregates liquid assets that are
acceptable to the appropriate regulatory authority.

Each Fund may purchase options on securities that are listed on securities
exchanges or that are traded over-the-counter ("OTC"). As the holder of a put
option, a Fund has the right to sell the securities underlying the option and as
the holder of a call option, the Fund has the right to purchase the securities
underlying the option, in each case at the option's exercise price at any time
prior to, or on, the option's expiration date. A Fund may choose to exercise the
options it holds, permit them to expire or terminate them prior to their
expiration by entering into closing sale transactions. In entering into a
closing sale transaction, a Fund would sell an option of the same series as the
one it has purchased.

A Fund receives a premium when it writes call options, which increases the
Fund's return on the underlying security in the event the option expires
unexercised or is closed out at a profit. By writing a call, a Fund limits its
opportunity to profit from an increase in the market value of the underlying
security above the exercise price of the option for as long as the Fund's
obligation as writer of the option continues. A Fund receives a premium when it
writes put options, which increases the Fund's return on the underlying security
in the event the option expires unexercised or is closed out at a profit. By
writing a put, a Fund limits its opportunity to profit from an increase in the
market value of the underlying security above the exercise price of the option
for as long as the Fund's obligation as writer of the option continues. Thus, in
some periods, a Fund will receive less total return and in other periods greater
total return from its hedged positions than it would have received from its
underlying securities if unhedged.

In purchasing a put option, a Fund seeks to benefit from a decline in the
market price of the underlying security, whereas in purchasing a call option, a
Fund seeks to benefit from an increase in the market price of the underlying
security. If an option purchased is not sold or exercised when it has remaining
value, or if the market price of the underlying security remains equal to or
greater than the exercise price, in the case of a put, or remains equal to or
below the exercise price, in the case of a call, during the life of the option,
a Fund will lose its investment in the option. For the purchase of an option to

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be profitable, the market price of the underlying security must decline
sufficiently below the exercise price, in the case of a put, and must increase
sufficiently above the exercise price, in the case of a call, to cover the
premium and transaction costs. Because option premiums paid by a Fund are small
in relation to the market value of the investments underlying the options,
buying options can result in large amounts of leverage. The leverage offered by
trading in options could cause a Fund's net asset value to be subject to more
frequent and wider fluctuations than would be the case if the Fund did not
invest in options.

OTC OPTIONS. OTC options differ from exchange-traded options in several
respects. They are transacted directly with dealers and not with a clearing
corporation, and there is a risk of non-performance by the dealer. However, the
premium is paid in advance by the dealer. OTC options are available for a
greater variety of securities and foreign currencies, and in a wider range of
expiration dates and exercise prices than exchange-traded options. Since there
is no exchange, pricing is normally done by reference to information from a
market maker, which information is carefully monitored or caused to be monitored
by the Adviser and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it voluntarily
only by entering into a closing transaction. In the case of OTC options, there
can be no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a Fund may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a Fund writes an OTC option, it generally can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which it originally wrote the option. If a
covered call option writer cannot effect a closing transaction, it cannot sell
the underlying security or foreign currency until the option expires or the
option is exercised. Therefore, the writer of a covered OTC call option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, the writer of a covered OTC put option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC
put or call option might also find it difficult to terminate its position on a
timely basis in the absence of a secondary market.

A Fund may purchase and write OTC put and call options in negotiated
transactions. The staff of the Securities and Exchange Commission has previously
taken the position that the value of purchased OTC options and the assets used
as "cover" for written OTC options are illiquid securities and, as such, are to
be included in the calculation of each Fund's 15% limitation on illiquid
securities. However, the staff has eased its position somewhat in certain
limited circumstances. Each Fund will attempt to enter into contracts with
certain dealers with which it writes OTC options. Each such contract will
provide that a Fund has the absolute right to repurchase the options it writes
at any time at a repurchase price which represents the fair market value, as
determined in good faith through negotiation between the parties, but which in
no event will exceed a price determined pursuant to a formula contained in the
contract. Although the specific details of such formula may vary among
contracts, the formula will generally be based upon a multiple of the premium
received by a Fund for writing the option, plus the amount, if any, of the

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option's intrinsic value. The formula will also include a factor to account for
the difference between the price of the security and the strike price of the
option. If such a contract is entered into, each Fund will count as illiquid
only the initial formula price minus the option's intrinsic value.

Each Fund will enter into such contracts only with primary U.S. Government
securities dealers recognized by the Federal Reserve Bank of New York. Moreover,
such primary dealers will be subject to the same standards as are imposed upon
dealers with which a Fund enters into repurchase agreements.

STOCK INDEX OPTIONS. In seeking to hedge all or a portion of its
investment, each Fund may purchase and write put and call options on stock
indices listed on securities exchanges, which indices include securities held in
the Fund's portfolio.

A stock index measures the movement of a certain group of stocks by
assigning relative values to the securities included in the index. Options on
stock indices are generally similar to options on specific securities. Unlike
options on specific securities, however, options on stock indices do not involve
the delivery of an underlying security; the option in the case of an option on a
stock index represents the holder's right to obtain from the writer in cash a
fixed multiple of the amount by which the exercise price exceeds (in the case of
a put) or is less than (in the case of a call) the closing value of the
underlying stock index on the exercise date.

When a Fund writes an option on a securities index, it will segregate liquid
assets in an amount equal to the market value of the option, and will maintain
while the option is open.

Stock index options are subject to position and exercise limits and other
regulations imposed by the exchange on which they are traded. If a Fund writes a
stock index option, it may terminate its obligation by effecting a closing
purchase transaction, which is accomplished by purchasing an option of the same
series as the option previously written. The ability of a Fund to engage in
closing purchase transactions with respect to stock index options depends on the
existence of a liquid secondary market. Although each Fund generally purchases
or writes stock index options only if a liquid secondary market for the options
purchased or sold appears to exist, no such secondary market may exist, or the
market may cease to exist at some future date, for some options. No assurance
can be given that a closing purchase transaction can be effected when a Fund
desires to engage in such a transaction.

RISKS RELATING TO PURCHASE AND SALE OF OPTIONS ON STOCK INDICES. Purchase
and sale of options on stock indices by a Fund are subject to certain risks that
are not present with options on securities. Because the effectiveness of
purchasing or writing stock index options as a hedging technique depends upon
the extent to which price movements in a Fund's portfolio correlate with price
movements in the level of the index rather than the price of a particular stock,
whether the Fund will realize a gain or loss on the purchase or writing of an
option on a stock index depends upon movements in the level of stock prices in
the stock market generally or, in the case of certain indices, in an industry or
market segment, rather than movements in the price of a particular stock.

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Accordingly, successful use by a Fund of options on stock indices will be
subject to the ability of the Adviser to correctly predict movements in the
direction of the stock market generally or of a particular industry. This
requires different skills and techniques than predicting changes in the price of
individual stocks. In the event the Adviser is unsuccessful in predicting the
movements of an index, a Fund could be in a worse position than had no hedge
been attempted.

Stock index prices may be distorted if trading of certain stocks included in
the index is interrupted. Trading in stock index options also may be interrupted
in certain circumstances, such as if trading were halted in a substantial number
of stocks included in the index. If this occurred, a Fund would not be able to
close out options which it had purchased or written and, if restrictions on
exercise were imposed, might be unable to exercise an option it holds, which
could result in substantial losses to the Fund. However, it will be each Fund's
policy to purchase or write options only on indices which include a sufficient
number of stocks so that the likelihood of a trading halt in the index is
minimized.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. Each Fund may purchase
and sell stock index futures contracts. The purpose of the acquisition or sale
of a futures contract by a Fund is to hedge against fluctuations in the value of
its portfolio without actually buying or selling securities. The futures
contracts in which a Fund may invest have been developed by and are traded on
national commodity exchanges. Stock index futures contracts may be based upon
broad-based stock indices such as the S&P 500 or upon narrow-based stock
indices. A buyer entering into a stock index futures contract will, on a
specified future date, pay or receive a final cash payment equal to the
difference between the actual value of the stock index on the last day of the
contract and the value of the stock index established by the contract. Each Fund
may assume both "long" and "short" positions with respect to futures contracts.
A long position involves entering into a futures contract to buy a commodity,
whereas a short position involves entering into a futures contract to sell a
commodity.

The purpose of trading futures contracts is to protect a Fund from
fluctuations in value of its investment securities without necessarily buying or
selling the securities. Because the value of a Fund's investment securities will
exceed the value of the futures contracts sold by the Fund, an increase in the
value of the futures contracts could only mitigate, but not totally offset, the
decline in the value of the Fund's assets. No consideration is paid or received
by a Fund upon trading a futures contract. This amount is known as "initial
margin" and is in the nature of a performance bond or good faith deposit on the
contract that is returned to a Fund upon termination of the futures contract,
assuming that all contractual obligations have been satisfied; the broker will
have access to amounts in the margin account if the Fund fails to meet its
contractual obligations. Subsequent payments, known as "variation margin," to
and from the broker, will be made daily as the price of the currency or
securities underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known as
"marking-to-market." At any time prior to the expiration of a futures contract,
a Fund may elect to close a position by taking an opposite position, which will
operate to terminate the Fund's existing position in the contract.

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Each short position in a futures or options contract entered into by a Fund
is secured by the Fund's ownership of underlying securities. Each Fund does not
use leverage when it enters into long futures or options contracts; the Fund
segregates, with respect to each of its long positions, liquid assets having a
value equal to the underlying commodity value of the contract.

Each Fund may trade stock index futures contracts to the extent permitted
under rules and interpretations adopted by the Commodity Futures Trading
Commission (the "CFTC"). U.S. futures contracts have been designed by exchanges
that have been designated as "contract markets" by the CFTC, and must be
executed through a futures commission merchant, or brokerage firm, that is a
member of the relevant contract market. Futures contracts trade on a number of
contract markets, and, through their clearing corporations, the exchanges
guarantee performance of the contracts as between the clearing members of the
exchange.

Each Fund intends to comply with CFTC regulations and avoid "commodity pool
operator" status. These regulations require that each Fund use futures and
options positions (a) for "bona fide hedging purposes" (as defined in the
regulations) or (b) for other purposes so long as aggregate initial margins and
premiums required in connection with non-hedging positions do not exceed 5% of
the liquidation value of the Fund's portfolio. Each Fund currently does not
intend to engage in transactions in futures contracts or options thereon for
speculation, but will engage in such transactions only for bona fide hedging
purposes.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.
There are several risks in using stock index futures contracts as hedging
devices. First, all participants in the futures market are subject to initial
margin and variation margin requirements. Rather than making additional
variation margin payments, investors may close the contracts through offsetting
transactions which could distort the normal relationship between the index or
security and the futures market. Second, the margin requirements in the futures
market are lower than margin requirements in the securities market, and as a
result the futures market may attract more speculators than does the securities
market. Increased participation by speculators in the futures market may also
cause temporary price distortions. Because of possible price distortion in the
futures market and because of imperfect correlation between movements in stock
indices or securities and movements in the prices of futures contracts, even a
correct forecast of general market trends may not result in a successful hedging
transaction over a very short period.

Another risk arises because of imperfect correlation between movements in
the value of the futures contracts and movements in the value of securities
subject to the hedge. With respect to stock index futures contracts, the risk of
imperfect correlation increases as the composition of a Fund's portfolio
diverges from the securities included in the applicable stock index. It is
possible that a Fund might sell stock index futures contracts to hedge its
portfolio against a decline in the market, only to have the market advance and
the value of securities held in the Fund's portfolio decline. If this occurred,
the Fund would lose money on the contracts and also experience a decline in the
value of its portfolio securities. While this could occur, the Adviser believes
that over time the value of a Fund's portfolio will tend to move in the same

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direction as the market indices and will attempt to reduce this risk, to the
extent possible, by entering into futures contracts on indices whose movements
they believe will have a significant correlation with movements in the value of
the Fund's portfolio securities sought to be hedged.

Successful use of futures contracts by each Fund is subject to the ability
of the Adviser to predict correctly movements in the direction of the market. If
a Fund has hedged against the possibility of a decline in the value of the
stocks held in its portfolio and stock prices increase instead, the Fund would
lose part or all of the benefit of the increased value of its security which it
has hedged because it will have offsetting losses in its futures positions. In
addition, in such situations, if a Fund has insufficient cash, it may have to
sell securities to meet daily variation margin requirements. Such sales of
securities may, but will not necessarily, be at increased prices which reflect
the rising market. A Fund may have to sell securities at a time when it may be
disadvantageous to do so.

LIQUIDITY OF FUTURES CONTRACTS. Each Fund may elect to close some or all of
its contracts prior to expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position held by the Fund. A Fund may close its
positions by taking opposite positions. Final determinations of variation margin
are then made, additional cash as required is paid by or to a Fund, and the Fund
realizes a loss or a gain. Positions in futures contracts may be closed only on
an exchange or board of trade providing a secondary market for such futures
contracts. Although each Fund intends to enter into futures contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market will exist for any
particular contract at any particular time.

In addition, most domestic futures exchanges and boards of trade limit the
amount of fluctuation permitted in futures contract prices during a single
trading day. The daily limit establishes the maximum amount that the price of a
futures contract may vary either up or down from the previous day's settlement
price at the end of a trading session. Once the daily limit has been reached in
a particular contract, no trades may be made that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses because the limit may prevent
the liquidation of unfavorable positions. It is possible that futures contract
prices could move to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses. In such event, it
will not be possible to close a futures position and, in the event of adverse
price movements, a Fund would be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of the portion
of the portfolio being hedged, if any, may partially or completely offset losses
on the futures contract. However, as described above, there is no guarantee that
the price of the securities being hedged will, in fact, correlate with the price
movements in the futures contract and thus provide an offset to losses on a
futures contract.

RISKS AND SPECIAL CONSIDERATIONS OF OPTIONS ON FUTURES CONTRACTS. The use
of options on stock index futures contracts also involves additional risk.
Compared to the purchase or sale of futures contracts, the purchase of call or

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put options on futures contracts involves less potential risk to a Fund because
the maximum amount at risk is the premium paid for the options (plus
transactions costs). The writing of a call option on a futures contract
generates a premium which may partially offset a decline in the value of a
Fund's portfolio assets. By writing a call option, a Fund becomes obligated to
sell a futures contract, which may have a value higher than the exercise price.
Conversely, the writing of a put option on a futures contract generates a
premium, but a Fund becomes obligated to purchase a futures contract, which may
have a value lower than the exercise price. Thus, the loss incurred by a Fund in
writing options on futures contracts may exceed the amount of the premium
received.

The effective use of options strategies is dependent, among other things, on
a Fund's ability to terminate options positions at a time when the Adviser deems
it desirable to do so. Although each Fund will enter into an option position
only if the Adviser believes that a liquid secondary market exists for such
option, there is no assurance that the Fund will be able to effect closing
transactions at any particular time or at an acceptable price. Each Fund's
transactions involving options on futures contracts will be conducted only on
recognized exchanges.

Each Fund's purchase or sale of put or call options on futures contracts
will be based upon predictions as to anticipated market trends by the Adviser,
which could prove to be inaccurate. Even if the expectations of the Adviser are
correct, there may be an imperfect correlation between the change in the value
of the options and of the Fund's portfolio securities.

Investments in futures contracts and related options by their nature tend to
be more short-term than other equity investments made by a Fund. Each Fund's
ability to make such investments, therefore, may result in an increase in the
Fund's portfolio activity and thereby may result in the payment of additional
transaction costs.

FORWARD CURRENCY CONTRACTS. Each Fund may enter into forward currency
contracts in anticipation of changes in currency exchange rates. A forward
currency contract is an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. For
example, a Fund might purchase a particular currency or enter into a forward
currency contract to preserve the U.S. dollar price of securities it intends to
or has contracted to purchase. Alternatively, it might sell a particular
currency on either a spot or forward basis to hedge against an anticipated
decline in the dollar value of securities it intends to or has contracted to
sell. Although this strategy could minimize the risk of loss due to a decline in
the value of the hedged currency, it could also limit any potential gain from an
increase in the value of the currency.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with
respect to its portfolio securities. Pursuant to such agreements, a Fund
acquires securities from financial institutions such as banks and broker-dealers
as are deemed to be creditworthy by the Adviser, subject to the seller's
agreement to repurchase and the Fund's agreement to resell such securities at a
mutually agreed upon date and price. The repurchase price generally equals the

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price paid by a Fund plus interest negotiated on the basis of current short-term
rates (which may be more or less than the rate on the underlying portfolio
security). Securities subject to repurchase agreements will be held by the
Custodian or in the Federal Reserve/Treasury Book-Entry System or an equivalent
foreign system. The seller under a repurchase agreement will be required to
maintain the value of the underlying securities at not less than 102% of the
repurchase price under the agreement. If the seller defaults on its repurchase
obligation, a Fund will suffer a loss to the extent that the proceeds from a
sale of the underlying securities are less than the repurchase price under the
agreement. Bankruptcy or insolvency of such a defaulting seller may cause a
Fund's rights with respect to such securities to be delayed or limited.
Repurchase agreements are considered to be loans under the Investment Company
Act (the "1940 Act").

BORROWING. Each Fund is authorized to borrow money from time to time for
temporary, extraordinary or emergency purposes or for clearance of transactions
in amounts not to exceed 33- 1/3% of the value of its total assets at the time
of such borrowings. The use of borrowing by a Fund involves special risk
considerations that may not be associated with other funds having similar
objectives and policies. Since substantially all of a Fund's assets fluctuate in
value, while the interest obligation resulting from a borrowing will be fixed by
the terms of the Fund's agreement with its lender, the net asset value per share
of the Fund will tend to increase more when its portfolio securities increase in
value and to decrease more when its portfolio assets decrease in value than
would otherwise be the case if the Fund did not borrow funds. In addition,
interest costs on borrowings may fluctuate with changing market rates of
interest and may partially offset or exceed the return earned on borrowed funds.
Under adverse market conditions, a Fund might have to sell portfolio securities
to meet interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

LENDING PORTFOLIO SECURITIES. Each Fund may lend its portfolio securities in
an amount not exceeding 33-1/3% of its total assets to financial institutions
such as banks and brokers if the loan is collateralized in accordance with
applicable regulations. Under the present regulatory requirements which govern
loans of portfolio securities, the loan collateral must, on each business day,
at least equal the value of the loaned securities and must consist of cash,
letters of credit of domestic banks or domestic branches of foreign banks, or
securities of the U.S. Government or its agencies. To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by a
Fund if the demand meets the terms of the letter. Such terms and the issuing
bank would have to be satisfactory to a Fund. Any loan might be secured by any
one or more of the three types of collateral. The terms of each Fund's loans
must permit the Fund to reacquire loaned securities on five days' notice or in
time to vote on any serious matter and must meet certain tests under the
Internal Revenue Code (the "Code").

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 Adviser 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
Fund's investment restrictions.

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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
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. 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.

SHORT-TERM INVESTMENTS. Each Fund may invest in any of the following
securities and instruments:

CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. Each Fund
may acquire 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.

In addition to purchasing certificates of deposit and bankers' acceptances,
to the extent permitted under its investment objectives and policies stated
above and in its prospectuses, a Fund may make interest-bearing time or other

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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. Issues of 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 Standard & Poor's Ratings Group, "Prime-1"
or "Prime-2" by Moody's Investors Service, Inc., or similarly rated by another
nationally recognized statistical rating organization or, if unrated, will be
determined by the Adviser to be of comparable quality. These rating symbols are
described in the Appendix.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by each
Fund 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. Each 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. 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 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).

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<PAGE>

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.

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

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

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

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

10. 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 prospectuses 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.

DISTRIBUTIONS AND TAX INFORMATION

DISTRIBUTIONS

Dividends from net investment income and distributions from net profits from
the sale of securities are generally made annually, as described in the
Prospectuses. 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 the Funds will
issue to each shareholder a statement of the federal income tax status of all
distributions.

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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 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 the 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 a 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 the
Fund for its taxable year. In view of the Funds' investment policies, it is
expected that dividends from domestic corporations may be part of the Funds'
gross income 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 the Funds' gross income attributable to qualifying
dividends is largely dependent on the Funds' 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.

B-17
<PAGE>
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.

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 the Fund with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. If the withholding provisions are applicable,
any such distributions and proceeds, whether taken in cash or reinvested in
additional shares, will be reduced by the amounts required to be withheld.
Corporate and other exempt shareholders should provide 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 Prospectuses have been
prepared by the Funds' management, and counsel to the Funds has expressed no
opinion in respect thereof.

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<PAGE>
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.

Steven J. Paggioli,* 04/03/50 President and Trustee

915 Broadway, New York, New York 10010. Executive Vice President, The Wadsworth
Group (consultants) since 1986; 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) since 1990.

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).

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. 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).

B-19
<PAGE>
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
since June, 1993.

Robert H. Wadsworth* 01/25/40 Vice President

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

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

Set forth below is the rate of compensation received by the following
Trustees from 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 or officer 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

It is estimated that during each Fund's first fiscal year, Trustees fees and
expenses to be allocated to each Fund should not exceed $3,000.

THE FUNDS' INVESTMENT ADVISER

As stated in the Prospectuses, investment advisory services are provided to
the Funds by Duncan-Hurst Capital Management Inc., the Adviser, pursuant to an
Investment Advisory Agreement. After its initial two year term, the Investment
Advisory Agreement continues in effect for successive annual periods so long as
such continuation is approved at least annually by the vote of (1) the Board

B-20
<PAGE>
of Trustees of the Trust (or a majority of the outstanding shares of the Fund to
which the agreement applies), and (2) a majority of the Trustees who are not
interested persons of any party to the Agreement, in each case cast in person at
a meeting called for the purpose of voting on such approval. Any such agreement
may be terminated at any time, without penalty, by either party to the agreement
upon sixty days' written notice and is automatically terminated in the event of
its "assignment," as defined in the 1940 Act.

THE FUNDS' ADMINISTRATOR

The Funds have an Administration Agreement with Investment Company
Administration, LLC (the "Administrator"), a corporation owned and controlled by
Messrs. Banhazl, Paggioli and Wadsworth with offices at 2020 East Financial Way,
Ste. 100, Glendora, CA 91741 and 4455 E. Camelback Rd., Ste. 261-E, Phoenix, AZ
85018. The Administration Agreement provides that the Administrator will prepare
and coordinate reports and other materials supplied to the Trustees; prepare
and/or supervise the preparation and filing of all securities filings, periodic
financial reports, prospectuses, statements of additional information, marketing
materials, tax returns, shareholder reports and other regulatory reports or
filings required of the Funds; prepare all required filings necessary to
maintain each Fund's ability to sell shares in all states where it currently
does, or intends to do business; coordinate the preparation, printing and
mailing of all materials (e.g., annual reports) required to be sent to
shareholders; coordinate the preparation and payment of Fund related expenses;
monitor and oversee the activities of the Funds' servicing agents (i.e.,
transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary each Fund's 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:

Less than $15 million $30,000
$15 million to $50 million 0.20%
$50 million to $100 million 0.15%
$100 million to $150 million 0.10%
Over $150 million 0.05%

THE FUNDS' DISTRIBUTOR

First Fund Distributors, Inc., (the "Distributor"), a corporation owned by
Mr. Banhazl, Mr. Paggioli and Mr. Wadsworth, acts as the Funds' principal
underwriter in a continuous public offering of each Fund's shares. After its
initial two year term, the Distribution Agreement between the Funds and the
Distributor continues in effect for periods not exceeding one year if approved
at least annually by (I) the Board of Trustees or the vote of a majority of the
outstanding shares of the Fund to which the Distribution 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. The Distribution Agreement

B-21
<PAGE>
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.

Each Fund has adopted a Distribution Plan in accordance with Rule 12b-1 (the
"Plan") under the 1940 Act that permits the Funds to pay distribution fees for
the sale and distribution of its Class R shares. The Plan provides that each
Fund will pay a fee to the Adviser as Distribution Coordinator at an annual rate
of up to 0.25% of the average daily net assets of each Fund's Class R shares.
The fee is paid to the Adviser as reimbursement for, or in anticipation of,
expenses incurred for distribution related activity.

EXECUTION OF PORTFOLIO TRANSACTIONS

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

Where possible, transactions are affected with dealers (including banks)
that specialize in the types of securities the Funds will hold, unless better
executions are available elsewhere. Transactions with market-makers include a
"spread" between the market-maker's bid and asked prices and may also include a
markup from the asked price (in the case of a purchase) or markdown from the bid
price (in the case of a purchase). Transactions with other dealers may also
include such a markup or markups. The Funds may also buy securities directly
from issuers or from underwriters in public offerings. Purchases from
underwriters include a "spread" between the public offering price and the
discounted price paid by the underwriter to the issuer.

In placing portfolio transactions, the Adviser uses its best efforts to
choose a broker or dealer that will provide the most favorable price and
execution available (known as "best execution"). In assessing a broker's or
dealer's ability to provide such price and execution, the Adviser will consider
a broad range of factors, including the difficulty of executing the particular
transaction, the dealer's risk in positioning a block of securities, the
clearance, settlement, and other operational capabilities of the broker or
dealer generally and in connection with securities of the type involved, the
broker's or dealer's ability and willingness to commit its capital to facilitate
transactions (by participating for its own account); the broker's or dealer's
ability and willingness to commit its capital to facilitate transactions (by
participating for its own account); the broker's or dealer's reliability,
integrity and financial stability; and the importance of speed or
confidentiality in the particular transaction.

Where the Adviser determines that more than one broker can provide best
execution, the Adviser may also consider whether one or more of such brokers has
provided or is willing to provide "research," services or products to the
Adviser, even if the commissions the Funds will pay are higher than the lowest
commission available. This is known as paying for those services or products
with "soft dollars." Because "research" services or products may benefit the
Adviser, the Adviser may be

B-22
<PAGE>

considered to have a conflict of interest in allocating brokerage business,
including an incentive to cause the Funds to effect more transactions than they
might otherwise do. A federal statute protects investment advisers from
liability for such conflicts of interest as long as, among other things, the
adviser determines in good faith that the commissions paid are reasonable in
light of the value of both the brokerage services and the research acquired. For
these purposes, "research" includes all services or products the Adviser uses to
lawfully and appropriately assist it in discharging its investment advisory
duties. Examples of the types of research services and products the Adviser may
acquire include economic surveys, data and analyses; financial publications;
recommendations or other information about particular companies and industries
(through research reports and otherwise); financial database software and
services, analytical software and computer hardware used in investment analysis
and decisionmaking. The Adviser may use soft dollars from the Funds' securities
transactions to acquire research services or products that are not directly
useful to the Funds and that may be useful to the Adviser in advising other
clients.

In selecting brokers and dealers the Adviser may also consider whether a
broker or dealer has paid or is willing to pay expenses that the Funds would
otherwise bear in recognition of transaction business. This use of the Funds'
soft dollars does not generally involve a conflict of interest on the Adviser's
part, except to the extent it reduces Fund expenses that the Adviser might
otherwise be obligated to consider it appropriate to defray out of its own
resources.

The Adviser may consider the extent to which a broker or dealer has sold
Fund shares in determining whether to use that broker or dealer for portfolio
transactions. The Funds do not use the Distributor to execute portfolio
transactions.

The Adviser manages a number of accounts with substantially the same
objectives as the Funds' and other accounts with objectives that are similar in
some respects to those of the Funds. As a result, purchases and sales of the
same security are often acceptable and desirable for a Fund and for other
accounts the Adviser manages at the same time. The Adviser attempts to allocate
transaction and investment opportunities among the Funds and its clients on an
equitable basis, considering each account's objectives, programs, limitations
and capital available for investment. However, transactions for such other
accounts could differ in substance, timing and amount from transactions for the
Funds. To the extent a Fund and other accounts seek to acquire the same security
simultaneously, the Fund may not be able to acquire as large a portion of the
security as it desires, or it may have to pay a higher price for the 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 a security at the same time sales are being made
for other of the Adviser's clients. When a Fund and one or more of such accounts
seek to buy or sell the same security simultaneously, each day's transactions in
the security will be allocated among the Funds and the other accounts in a
manner the Adviser deems equitable, generally based on order size, each
participating account will receive the average price and will bear a
proportionate share of all transactions costs, based on the size of that
account's order. This could have a detrimental effect on the price or value the
Funds receive in transactions. However, it is believed that over time the Funds'
ability to participate in volume transactions and a systematic approach to
allocating transaction opportunities is equitable and results in better overall
executions for the Funds.

B-23
<PAGE>
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

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

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.

BUYING SHARES THROUGH THE AUTOMATIC INVESTMENT PLAN

Investors purchasing Class R shares can make regular investments of $250 or
more per transaction through automatic periodic deductions from your bank
checking or savings account. Shareholders electing to start this Systematic
Investment Plan when opening an account should complete the Automatic Investment
Plan section of the Account Application. Current shareholders may begin such a
plan at any time by sending a signed letter and a deposit slip or voided check
to the Transfer Agent. Call the Transfer Agent at (800) 558-9105 for complete
instructions.

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. 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 the Funds 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 each Fund's 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 the Fund, and (iii) to reduce or waive the

B-24
<PAGE>
minimum for initial and subsequent investments for certain fiduciary accounts,
for employees of the Adviser 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 Fund or through your investment representative. Each Fund
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 a Fund will
be made as promptly as possible but no later than seven days after receipt by
the Fund's Transfer Agent of the written request in proper form, with the
appropriate documentation as stated in the Funds' Prospectuses, except that each
Fund 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 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, a Fund may be requested to redeem shares for which it has not
yet received confirmation of good payment. In this circumstance, the Fund may
delay the redemption until payment for the purchase of such shares has been
collected and confirmed to the Fund.

SELLING SHARES DIRECTLY TO THE FUNDS

Send a signed letter of instruction to the Transfer Agent, along with any
certificates that represent shares you want to sell. The price you will receive
is the next net asset value calculated after the Fund receives your request in
proper form. 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
sell shares having a net asset value of $100,000 a signature guarantee is
required.

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.

B-25
<PAGE>
DELIVERY OF PROCEEDS

Each Fund generally sends 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, a Fund may
suspend redemptions, or postpone payment for more than seven days, as permitted
by federal securities law.

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, a Fund or its agent is authorized,
without notifying the shareholder or joint account parties, to carry out the
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 the 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, a Fund 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
Prospectuses, 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

Subject to compliance with applicable regulations, each Fund has reserved
the right to pay the redemption price of its shares, either totally or
partially, by a distribution in kind of readily marketable 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 Trust has filed an election under Rule 18f-1 committing to pay in
cash all redemptions by a shareholder of record up to amounts specified by the
rule (approximately $250,000).

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

DETERMINATION OF SHARE PRICE

As noted in the Prospectuses, the net asset value of shares of a Fund will
be determined once daily as of the close of public trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time) on each day that the Exchange is open
for trading. It is expected that the Exchange will be closed on Saturdays and
Sundays and on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas. The Funds do not expect to determine the net asset value of shares on
any day when the Exchange 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
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 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 the Funds 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 the Fund outstanding at the time of the
valuation and the result (adjusted to the nearest cent) is the net asset value
per share.

PERFORMANCE INFORMATION

From time to time, each Fund may state its total return in advertisements
and investor communications. Total return may be stated for any relevant period
as specified in the advertisement or communication. Any statements of total
return will be accompanied by information on a Fund's average annual compounded
rate of return over the most recent four calendar quarters and the period from
the Fund's inception of operations. Each Fund 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, Russell Midcap Index, Russell 1000
Growth Index, Russell MidCap Growth Index and indices published by Lipper

B-27
<PAGE>
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 Fund.

Investors should note that the investment results of each Fund will
fluctuate over time, and any presentation of the Fund's total return for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.

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:

P(1+T)n = ERV

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

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

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

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.

Investor's Fiduciary Trust Company acts as Custodian of the securities and
other assets of the Funds. National Financial Data Services, P.O. Box 419284,
Kansas City, MO 64141-6285, acts as the Funds' transfer and shareholder service
agent. The Custodian and Transfer Agent do not participate in decisions relating
to the purchase and sale of securities by the Funds.

Tait, Weller & Baker, 8 Penn City Plaza, Philadelphia, PA 19103 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.

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<PAGE>

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 each Fund's assets for any shareholder held
personally liable for obligations of the Fund or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Funds or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Funds. 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 Funds' annual reports to shareholders for their first fiscal year will
be separate documents supplied with this SAI and the financial statements,
accompanying notes and report of independent accountants appearing therein will
be incorporated by reference in future SAIs.

B-29
<PAGE>
APPENDIX
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-30
<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

(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 and Consent of Counsel

(10) Not applicable
(11) Not applicable
(12) No undertaking in effect

(13) Rule 12b-1 Plan

(14) Not applicable

(15) Rule 18f-3 Plan

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.
<PAGE>
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.

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.

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:
<PAGE>
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

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
<PAGE>
First Dallas Securities, Inc., 2311 Cedar Springs Rd., Ste. 100, Dallas, TX
75201, an affiliate of Hodges Capital Management, acts as Distributor of the
Hodges Fund. The President and Chief Financial Officer of First Dallas
Securities, Inc. is Don W. Hodges. First Dallas does not act as principal
underwriter for any other investment companies. Reynolds, DeWitt Securities Co.,
an affiliate of Sena Weller Rohs Williams, 300 Main St., Cincinnati, OH 45202,
acts as Distributor for the Matrix Growth Fund and Matrix Emerging Growth Fund.

(b) The officers of First Fund Distributors, Inc. are:

Robert H. Wadsworth President & Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Secretary

Each officer's business address is 4455 E. Camelback Rd., Ste. 261-E,
Phoenix, AZ 85018. Mr. Paggioli serves as President and a Trustee of the
Registrant. Mr. Wadsworth serves as Vice President of the Registrant. Mr. 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.
<PAGE>
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 certifies that it meets all of the
requirements for effectiveness of this amendment to this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York in the State of
New York on March 30, 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 March 30, 1999
- ----------------------------
Steven J. Paggioli

/s/ Robert M. Slotky Principal March 30, 1999
- ---------------------------- Financial
Robert M. Slotky Officer

Dorothy A. Berry Trustee March 30, 1999
- ----------------------------
*Dorothy A. Berry

Wallace L. Cook Trustee March 30, 1999
- ----------------------------
*Wallace L. Cook

Carl A. Froebel Trustee March 30, 1999
- ----------------------------
*Carl A. Froebel

Rowley W. P. Redington Trustee March 30, 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.B4 Advisory Agreement
99.B9 Opinion and consent of counsel
99.B13 12b-1 Plan
99.B15 Rule 18f-3 Plan

PROFESSIONALLY MANAGED PORTFOLIOS
INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of March,
1999, by and between PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business
trust (hereinafter called the "Trust"), on behalf of the following series of the
Trust, the Duncan-Hurst Large Cap Growth-20 Fund and the Duncan-Hurst Aggressive
Growth Fund (a "Fund" or the "Funds") and Duncan-Hurst Capital Management, Inc.
a California corporation (hereinafter called the "Advisor").

WITNESSETH:

WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and

WHEREAS, each Fund is a series of the Trust having separate assets and
liabilities; and

WHEREAS, the Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
supplying investment advice as an independent contractor; and

WHEREAS, the Trust desires to retain the Advisor to render advice and
services to the Funds pursuant to the terms and provisions of this Agreement,
and the Advisor desires to furnish said advice and services;

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties to this Agreement, intending to be
legally bound hereby, mutually agree as follows:

1. Appointment of Advisor. The Trust hereby employs the Advisor and the
Advisor hereby accepts such employment, to render investment advice and related
services with respect to the assets of the Funds for the period and on the terms
set forth in this Agreement, subject to the supervision and direction of the
Trust's Board of Trustees.

2. Duties of Advisor.

(a) General Duties. The Advisor shall act as investment adviser to the
Funds and shall supervise investments of the Funds on behalf of the Funds in
accordance with the investment objectives, policies and restrictions of the
Funds as set forth in the Funds' and Trust's governing documents,
<PAGE>
including, without limitation, the Trust's Agreement and Declaration of Trust
and By-Laws; the Funds' prospectus, statement of additional information and
undertakings; and such other limitations, policies and procedures as the
Trustees may impose from time to time in writing to the Advisor. In providing
such services, the Advisor shall at all times adhere to the provisions and
restrictions contained in the federal securities laws, applicable state
securities laws, the Internal Revenue Code, the Uniform Commercial Code and
other applicable law.

Without limiting the generality of the foregoing, the Advisor shall:
(i) furnish the Funds with advice and recommendations with respect to the
investment of the Funds' assets and the purchase and sale of portfolio
securities for the Funds, including the taking of such steps as may be necessary
to implement such advice and recommendations (I.E., placing the orders); (ii)
manage and oversee the investments of the Funds, subject to the ultimate
supervision and direction of the Trust's Board of Trustees; (iii) vote proxies
for the Funds, file ownership reports under Section 13 of the Securities
Exchange Act of 1934 for the Fund, and take other actions on behalf of the
Funds; (iv) maintain the books and records required to be maintained by the
Funds except to the extent arrangements have been made for such books and
records to be maintained by the administrator or another agent of the Funds; (v)
furnish reports, statements and other data on securities, economic conditions
and other matters related to the investment of the Funds' assets which the
Funds' administrator or distributor or the officers of the Trust may reasonably
request; and (vi) render to the Trust's Board of Trustees such periodic and
special reports with respect to the Funds' investment activities as the Board
may reasonably request, including at least one in-person appearance annually
before the Board of Trustees.

(b) Brokerage. The Advisor shall be responsible for decisions to
buy and sell securities for the Funds, for broker-dealer selection, and for
negotiation of brokerage commission rates, provided that the Advisor shall not
direct orders to an affiliated person of the Advisor without general prior
authorization to use such affiliated broker or dealer for the Trust's Board of
Trustees. The Advisor's primary consideration in effecting a securities
transaction will be execution at the most favorable price. In selecting a
broker-dealer to execute each particular transaction, the Advisor may take the
following into consideration: the best net price available; the reliability,
integrity and financial condition of the broker-dealer; the size of and
difficulty in executing the order; and the value of the expected contribution of
the broker-dealer to the investment performance of the Funds on a continuing
basis. The price to a Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
<PAGE>
Subject to such policies as the Board of Trustees of the Trust may
determine, the Advisor shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having caused a Fund to pay a broker or dealer that provides (directly or
indirectly) brokerage or research services to the Advisor an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with respect to
the Trust. The Advisor is further authorized to allocate the orders placed by it
on behalf of a Fund to such brokers or dealers who also provide research or
statistical material, or other services, to the Trust, the Advisor, or any
affiliate of either. Such allocation shall be in such amounts and proportions as
the Advisor shall determine, and the Advisor shall report on such allocations
regularly to the Trust, indicating the broker-dealers to whom such allocations
have been made and the basis therefor. The Advisor is also authorized to
consider sales of shares as a factor in the selection of brokers or dealers to
execute portfolio transactions, subject to the requirements of best execution,
I.E., that such brokers or dealers are able to execute the order promptly and at
the best obtainable securities price.

On occasions when the Advisor deems the purchase or sale of a security
to be in the best interest of a Fund as well as of other clients, the Advisor,
to the extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients.

3. Representations of the Advisor.

(a) The Advisor shall use its best judgment and efforts in
rendering the advice and services to the Funds as contemplated by this
Agreement.

(b) The Advisor shall maintain all licenses and registrations
necessary to perform its duties hereunder in good order.

(c) The Advisor shall conduct its operations at all times in
conformance with the Investment Advisers Act of 1940, the Investment Company Act
of 1940, and any other applicable state and/or self-regulatory organization
regulations.
<PAGE>
(d) The Advisor shall maintain errors and omissions insurance in
an amount at least equal to that disclosed to the Board of Trustees in
connection with their approval of this Agreement.

4. Independent Contractor. The Advisor shall, for all purposes herein,
be deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent the
Trust or the Funds in any way, or in any way be deemed an agent for the Trust or
for the Funds. It is expressly understood and agreed that the services to be
rendered by the Advisor to the Funds under the provisions of this Agreement are
not to be deemed exclusive, and the Advisor shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.

5. Advisor's Personnel. The Advisor shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with such other
persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Advisor shall be
deemed to include persons employed or retained by the Advisor to furnish
statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Advisor or the Trust's Board of Trustees may desire and reasonably request.

6. Expenses.

(a) With respect to the operation of the Funds, the Advisor shall be
responsible for (i) providing the personnel, office space and equipment
reasonably necessary for its services hereunder, (ii) the expenses of printing
and distributing extra copies of the Funds' prospectus, statement of additional
information, and sales and advertising materials (but not the legal, auditing or
accounting fees attendant thereto) to prospective investors (but not to existing
shareholders), and (iii) the costs of any special Board of Trustees meetings or
shareholder meetings convened for the primary benefit of the Advisor. If the
Advisor has agreed to limit the operating expenses of the Funds, the Advisor
shall also be responsible on a monthly basis for any operating expenses that
exceed the agreed upon expense limit.

(b) Each Fund is responsible for and has assumed the obligation for
payment of all of its expenses, other than as stated in Subparagraph 6(a) above,
including but not limited to: fees and expenses incurred in connection with the
issuance, registration and transfer of its shares; brokerage and commission
expenses; all expenses of transfer, receipt, safekeeping,
<PAGE>
servicing and accounting for the cash, securities and other property of the
Trust for the benefit of the Funds including all fees and expenses of its
custodian, shareholder services agent and accounting services agent; interest
charges on any borrowings; costs and expenses of pricing and calculating its
daily net asset value and of maintaining its books of account required under the
Investment Company Act; taxes, if any; a pro rata portion of expenditures in
connection with meetings of the Funds' shareholders and the Trust's Board of
Trustees that are properly payable by the Funds; salaries and expenses of
officers and fees and expenses of members of the Trust's Board of Trustees or
members of any advisory board or committee who are not members of, affiliated
with or interested persons of the Advisor; insurance premiums on property or
personnel of each Fund which inure to its benefit, including liability and
fidelity bond insurance; the cost of preparing and printing reports, proxy
statements, prospectuses and statements of additional information of the Funds
or other communications for distribution to existing shareholders; legal,
auditing and accounting fees; trade association dues; fees and expenses
(including legal fees) of registering and maintaining registration of its shares
for sale under federal and applicable state and foreign securities laws; all
expenses of maintaining and servicing shareholder accounts, including all
charges for transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Funds, if any; and all other
charges and costs of its operation plus any extraordinary and non-recurring
expenses, except as herein otherwise prescribed.

(d) To the extent the Advisor incurs any costs by assuming expenses
which are an obligation of the Funds as set forth herein, the Funds shall
promptly reimburse the Advisor for such costs and expenses, except to the extent
the Advisor has otherwise agreed to bear such expenses. To the extent the
services for which a Fund is obligated to pay are performed by the Advisor, the
Advisor shall be entitled to recover from such Fund to the extent of the
Advisor's actual costs for providing such services. In determining the Advisor's
actual costs, the Advisor may take into account an allocated portion of the
salaries and overhead of personnel performing such services.

7. Investment Advisory and Management Fee.

(a) Each Fund shall pay to the Advisor, and the Advisor agrees to
accept, as full compensation for all investment management and advisory services
furnished or provided to such Fund pursuant to this Agreement, an annual
management fee equal to the amount specified in Appendix A to this Agreement,
computed on the value of the net assets of the Fund as of the close of business
each day.
<PAGE>
(b) The management fee shall be accrued daily by the Funds and paid to
the Advisor on the first business day of the succeeding month.

(c) The initial fee under this Agreement shall be payable on the first
business day of the first month following the effective date of this Agreement
and shall be prorated as set forth below. If this Agreement is terminated prior
to the end of any month, the fee to the Advisor shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within ten (10) days after the
date of termination.

(d) The fee payable to the Advisor under this Agreement will be reduced
to the extent of any receivable owed by the Advisor to the Funds and as required
under any expense limitation applicable to the Funds.

(e) The Advisor voluntarily may reduce any portion of the compensation
or reimbursement of expenses due to it pursuant to this Agreement and may agree
to make payments to limit the expenses which are the responsibility of the Funds
under this Agreement. Any such reduction or payment shall be applicable only to
such specific reduction or payment and shall not constitute an agreement to
reduce any future compensation or reimbursement due to the Advisor hereunder or
to continue future payments. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis.

(f) Any such reductions made by the Advisor in its fees or payment of
expenses which are the Fund's obligation are subject to reimbursement by the
Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years
if the aggregate amount actually paid by the Fund toward the 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 only for fee reductions and expense payments made in the previous
three fiscal years, but is permitted to look back five years and four years,
respectively, during the initial six years and seventh year of the Fund's
operations. Any such reimbursement is also contingent upon Board of Trustees
review and approval at time the reimbursement is made. Such reimbursement may
not be paid prior to the Fund's payment of current ordinary operating expenses.

(g) The Advisor may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement. Any such agreement shall be applicable only with respect to the
specific items covered thereby and shall not constitute an agreement not
<PAGE>
to require payment of any future compensation or reimbursement due to the
Advisor hereunder.

8. No Shorting; No Borrowing. The Advisor agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Funds. This prohibition shall not prevent the purchase of such shares by any
of the officers or employees of the Advisor or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Investment Company Act. The
Advisor agrees that neither it nor any of its officers or employees shall borrow
from the Funds or pledge or use the Funds' assets in connection with any
borrowing not directly for the Fund's benefit. For this purpose, failure to pay
any amount due and payable to the Funds for a period of more than thirty (30)
days shall constitute a borrowing.

9. Conflicts with Trust's Governing Documents and Applicable Laws.
Nothing herein contained shall be deemed to require the Trust or the Funds to
take any action contrary to the Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive the
Board of Trustees of the Trust of its responsibility for and control of the
conduct of the affairs of the Trust and Funds. In this connection, the Advisor
acknowledges that the Trustees retain ultimate plenary authority over the Funds
and may take any and all actions necessary and reasonable to protect the
interests of shareholders.

10. Reports and Access. The Advisor agrees to supply such information
to the Funds' administrator and to permit such compliance inspections by the
Funds' administrator as shall be reasonably necessary to permit the
administrator to satisfy its obligations and respond to the reasonable requests
of the Trustees.

11. Advisor's Liabilities and Indemnification.

(a) The Advisor shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of the statements in the
Funds' offering materials (including the prospectus, the statement of additional
information, advertising and sales materials), except for information supplied
by the administrator or the Trust or another third party for inclusion therein.

(b) In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties hereunder on the part of the
Advisor, the Advisor shall not be subject to liability to the Trust or the Funds
or to any shareholder of the Funds for any act or omission in the course of, or
connected with, rendering services hereunder or for any
<PAGE>
losses that may be sustained in the purchase, holding or sale of any security by
the Funds.

(c) Each party to this Agreement shall indemnify and hold harmless the
other party and the shareholders, directors, officers and employees of the other
party (any such person, an "Indemnified Party") against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating and
defending any alleged loss, liability, claim, damage or expenses and reasonable
counsel fees incurred in connection therewith) arising out of the Indemnified
Party's performance or non-performance of any duties under this Agreement
provided, however, that nothing herein shall be deemed to protect any
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties under this Agreement.

(e) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or officer of the Advisor, from liability in
violation of Sections 17(h) and (i) of the Investment Company Act.

12. Non-Exclusivity; Trading for Advisor's Own Account. The Trust's
employment of the Advisor is not an exclusive arrangement. The Trust may from
time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Advisor may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts or
the accounts of others for whom it or they may be acting, provided, however,
that the Advisor expressly represents that it will undertake no activities which
could materially adversely affect the performance of its obligations to the
Funds under this Agreement; and provided further that the Advisor will adhere to
a code of ethics governing employee trading and trading for proprietary accounts
that conforms to the requirements of the Investment Company Act and the
Investment Advisers Act of 1940 and has been approved by the Trust's Board of
Trustees.

13. Term.

(a) This Agreement shall become effective at the time each Fund
commences operations pursuant to an effective amendment to the Trust's
Registration Statement under the Securities Act of 1933 and shall remain in
effect for a period of two (2) years, unless sooner terminated as hereinafter
provided. This Agreement shall continue in effect thereafter for additional
periods not exceeding one (l) year so long as such continuation is approved for
the Fund at least annually by (i) the Board of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of each Fund and (ii)
<PAGE>
the vote of a majority of the Trustees of the Trust who are not parties to this
Agreement nor interested persons thereof, cast in person at a meeting called for
the purpose of voting on such approval. The terms "majority of the outstanding
voting securities" and "interested persons" shall have the meanings as set forth
in the Investment Company Act.

(b) The Funds may use the name "Duncan-Hurst" or any name derived from
or using that name only for so long as this Agreement or any extension, renewal
or amendment hereof remains in effect. Within sixty (60) days from such time as
this Agreement shall no longer be in effect, the Funds shall cease to use such a
name or any other name connected with the Advisor.

14. Termination; No Assignment.

(a) This Agreement may be terminated by the Trust on behalf of a Fund
at any time without payment of any penalty, by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the Fund,
upon sixty (60) days' written notice to the Advisor, and by the Advisor upon
sixty (60) days' written notice to the Fund. In the event of a termination, the
Advisor shall cooperate in the orderly transfer of Fund affairs and, at the
request of the Board of Trustees, transfer any and all books and records of the
Fund maintained by the Advisor on behalf of the Fund.

(b) This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the Investment Company Act.

15. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.

16. Notice of Declaration of Trust. The Advisor agrees that the Trust's
obligations under this Agreement shall be limited to the Funds and to their
assets, and that the Advisor shall not seek satisfaction of any such obligation
from the shareholders of the Funds nor from any trustee, officer, employee or
agent of the Trust or the Funds.

17. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.

18. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Massachusetts without giving effect
to the conflict of laws principles thereof; provided that nothing herein shall
be construed to preempt, or to be inconsistent with, any federal law, regulation
or rule, including the Investment Company Act and the Investment Advisors Act of
1940 and any rules and regulations promulgated thereunder.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all on the day and year first
above written.

PROFESSIONALLY MANAGED DUNCAN-HURST
PORTFOLIOS on behalf of CAPITAL MANAGEMENT, INC.
the Duncan Hurst Large
Cap 20 Fund and the Duncan
Hurst Aggressive Growth Fund

By: By:
--------------------------- -------------------------
<PAGE>

APPENDIX A

Investment Advisory Fee Rates

Duncan-Hurst Large Cap Growth-20 Fund
Duncan-Hurst Aggressive Growth Fund

Class R: 1.00% of average daily net assets annually
Class I: 1.00% of average daily net assets annually

VIA EDGAR

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

March 17, 1999

(415) 835-1600 27346.93933
27346.94134

PROFESSIONALLY MANAGED PORTFOLIOS
479 West 22nd Street
New York, NY 10011

Re: Duncan-Hurst Large Cap Growth-20 Fund
Duncan-Hurst Aggressive Growth Fund

Ladies and Gentlemen:

We have acted as counsel to Professionally Managed Portfolios, a Massachusetts
business trust (the "Trust"), in connection with Post-Effective Amendments to
the Trust's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission on January 15, 1999 (the "Post-Effective Amendments"), and
relating to the issuance by the Trust of an indefinite number of no par value
shares of beneficial interest (the "Shares") by two series of the Trust: the
Duncan-Hurst Large Cap Growth Fund and the Duncan-Hurst Aggressive Growth Fund
(collectively the "Funds").

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 all natural persons, and the conformity
to the originals of all records, documents, and instruments submitted to us as
copies. We have based our opinion on the following:

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

1
<PAGE>
(b) the Bylaws of the Trust certified to us by an officer of the Trust as
being true and complete and in effect on the date hereof;

(c) resolutions of the Trustees of the Trust adopted at the February
18-19, 1999, meeting of the Trust, authorizing the establishment of
the Funds and the issuance of the Shares;

(d) the Post-Effective Amendment; and

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

Our opinion below is limited to the federal law of the United States of America
and the business trust law of the State of Massachusetts. We are not licensed to
practice law in the State 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
Massachusetts Corporation Law & Practice (.in Annotated Laws of Massachusetts
(Aspen Law & Business, supp. 1998) as updated on Lexis on March 17, 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 State 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.

We note that, pursuant to certain decisions of the Supreme Judicial Court of the
Commonwealth of Massachusetts, shareholders of a Massachusetts business trust
may, in certain circumstances, be assessed or held personally liable as partners
for the obligations or liabilities of the Trust. However, we also note that
Article VIII, Section 1 of the Declaration of Trust provides that all persons
extending credit to, contracting with or having any claim against the Trust or
the Portfolios shall look only to the assets of the Trust or the Portfolios for
payment thereof and that the shareholders shall not be personally liable
therefor, and further provides that every note, bond, contract, instrument,
certificate or undertaking made or issued on behalf of the Trust or the
Portfolios may include a notice that such instrument was executed on behalf of
the Trust or the Portfolios and that the obligations of such instruments are not
binding upon any of the shareholders of the Trust or the Portfolios
individually, but are binding only on the assets and property of the Trust.

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

2
<PAGE>
statements in the Trust's Prospectus included in the Post-Effective Amendment
and in accordance with the 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, when issued and
sold by the Trust, the Shares will be legally issued, fully paid and
nonassessable.

This opinion is rendered to you in connection with the Post-Effective Amendment
and is solely for your benefit. This opinion may not be relied upon by you for
any other purpose or relied upon by any other person, firm, corporation or other
entity for any purpose, 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.

We hereby consent to (i) the reference to our firm as Legal Counsel in the
Prospectus included in the Post-Effective Amendment, and (ii) the filing of this
opinion as an exhibit to the Post-Effective Amendment.

Sincerely yours,

/s/ Paul, Hastings, Janofsky & Walker LLP

PROFESSIONALLY MANAGED PORTFOLIOS

SHARE MARKETING PLAN

(Rule 12b-1 Plan)
(Fixed Compensation Plan)

This Share Marketing Plan (the "Plan") is adopted in accordance with
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "Act"), by Professionally Managed Portfolios, a Massachusetts Business
Trust (the "Trust") with respect to each of the Class R series of shares
designated the Duncan-Hurst Large Cap Growth-20 Fund and the Duncan-Hurst
Aggressive Growth Fund (a "Fund" or the "Funds"). The Plan has been approved by
a majority of the Trust's Board of Trustees, including a majority of the
Trustees who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan (the "independent
Trustees"), cast in person at a meeting called for the purpose of voting on the
Plan.

In reviewing the Plan, the Board of Trustees considered the proposed
range and nature of payments and terms of the Investment Advisory Agreement
between the Trust on behalf of the Fund and Duncan-Hurst Capital Management,
Inc., (the "Advisor") and the nature and amount of other payments, fees and
commissions that may be paid to the Advisor, its affiliates and other agents of
the Trust. The Board of Trustees, including the independent Trustees, concluded
that the proposed overall compensation of the Advisor and its affiliates was
fair and not excessive.

In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Funds to the Advisor, as the Distributor and "distribution
coordinator," or other firms under agreements with respect to the Fund may be
deemed to constitute impermissible distribution expenses. As a general rule, an
investment company may not finance any activity primarily intended to result in
the sale of its shares, except pursuant to the Rule. Accordingly, the Board of
Trustees determined that the Plan also should provide that payments by the Trust
and expenditures made by others out of monies received from the Trust which are
later deemed to be for the financing of any activity primarily intended to
result in the sale of Fund shares shall be deemed to have been made pursuant to
the Plan.

The approval of the Board of Trustees included a determination that in
the exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Trust, the Funds to which the Plan applies and their shareholders.

-1-
<PAGE>
The provisions of the Plan are:

1. ANNUAL FEE. Each Fund will pay to Advisor, as the Fund's
distribution coordinator, an annual fee for the Advisor's services in connection
with the promotion and distribution of the Fund's shares and related shareholder
servicing. The annual fee paid to Advisor under the Plan will be calculated
daily and paid monthly by the Fund on the first day of each month based on the
average daily net assets of the Class R series of shares of the Fund, as
follows: an annual rate of up to 0.25%. This fee is not tied exclusively to
actual distribution and service expenses, and the fee may exceed the expenses
actually incurred.

2. SERVICES COVERED BY THE PLAN. The fee paid under Section 1 of the
Plan is intended to compensate the Advisor for performing the following kinds of
services: services primarily intended to result in the sale of the Funds' shares
("distribution services"), including, but not limited to: (a) making payments,
including incentive compensation, to agents for and consultants to Advisor, any
affiliate of the Advisor or the Trust, including pension administration firms
that provide distribution and shareholder related services and broker-dealers
that engage in the distribution of the Fund's shares; (b) making payments to
persons who provide support services in connection with the distribution of a
Fund's shares and servicing of the Funds' shareholders, including, but not
limited to, personnel of Advisor, office space and equipment, telephone
facilities, answering routine inquiries regarding a Fund, processing shareholder
transactions and providing any other shareholder services not otherwise provided
by the Trust's transfer agency or other servicing arrangements; (c) making
payments pursuant to the form of Distribution Agreement attached hereto as an
exhibit; (d) formulating and implementing marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (e) printing and
distributing prospectuses, statements of additional information and reports of
the Funds to prospective shareholders of the Funds; (f) preparing, printing and
distributing sales literature pertaining to the Funds; and (g) obtaining
whatever information, analysis and reports with respect to marketing and
promotional activities that the Trust may, from time to time, deem advisable.
Such services and activities shall be deemed to be covered by this Plan whether
performed directly by the Advisor or by a third party.

3. WRITTEN REPORTS. The Advisor shall furnish to the Board of Trustees
of the Trust, for its review, on a quarterly basis, a written report of the
monies paid to it under the Plan with respect to the Funds, and shall furnish
the Board of Trustees of the Trust with such other information as the Board of
Trustees may reasonably request in connection with the payments made under the
Plan in order to enable the Board of Trustees to make an informed determination
of whether the Plan should be continued as to a Fund.

4. TERMINATION. The Plan may be terminated as to a Fund at any time,
without penalty, by vote of a majority of the outstanding voting securities of
the Fund, and any Distribution Agreement under the Plan may be likewise
terminated on not more than sixty (60) days' written notice. Once terminated, no
further payments shall be made under the Plan notwithstanding the existence of
any unreimbursed current or carried forward Distribution Expenses.

-2-
<PAGE>
5. AMENDMENTS. The Plan and any Distribution Agreement may not be
amended to increase materially the amount to be spent for distribution and
servicing of Fund shares pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution Agreement entered into with third
parties shall be approved by the independent Trustees cast in person at a
meeting called for the purpose of voting on any such amendment. The Advisor may
assign its responsibilities and liabilities under the Plan to another party who
agrees to act as "distribution coordinator" for the Trust with the consent of a
majority of the independent Trustees.

6. SELECTION OF INDEPENDENT TRUSTEES. So long as the Plan is in effect,
the selection and nomination of the Trust's independent Trustees shall be
committed to the discretion of such independent Board of Trustees.

7. EFFECTIVE DATE OF PLAN. The Plan shall take effect at such time as
it has received requisite Trustee approval and, unless sooner terminated, shall
continue in effect for a period of more than one year from the date of its
execution only so long as such continuance is specifically approved at least
annually by the Board of Trustees of the Trust, including the independent
Trustees, cast in person at a meeting called for the purpose of voting on such
continuance.

8. PRESERVATION OF MATERIALS. The Trust will preserve copies of the
Plan, any agreements relating to the Plan and any report made pursuant to
Section 5 above, for a period of not less than six years (the first two years in
an easily accessible place) from the date of the Plan, agreement or report.

9. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms
"interested person" and "majority of the outstanding voting securities" will be
deemed to have the same meaning that those terms have under the Act and the
rules and regulations under the Act, subject to any exemption that may be
granted to the Trust under the Act by the Securities and Exchange Commission.

This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust and Advisor, as distribution coordinator, as evidenced by
their execution hereof, as of this 31st day of March, 1999.

-3-
<PAGE>
PROFESSIONALLY MANAGED PORTFOLIOS

---------------

EXHIBIT A TO SHARE MARKETING PLAN

The following Series of Professionally Managed Portfolios have adopted
the Share Marketing Plan with respect to their Class R shares:

Duncan-Hurst Large Cap Growth-20 Fund March 31, 1999
Duncan-Hurst Aggressive Growth Fund March 31, 1999

-4-
<PAGE>
Share Marketing Agreement

EXHIBIT ONLY

- -----------------------------------

Ladies and Gentlemen:

This Share Marketing Agreement has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Company Act"), by
Professionally Managed Portfolios, a Massachusetts business Trust (the "Trust"),
on behalf of various series of the Trust (each series, a "Fund" or,
collectively, "Funds"), as governed by the terms of a Share Marketing Plan (Rule
12b-1 Plan) (the "Plan").

The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Funds and who have no direct or indirect
financial interest in the operation of the Plan (the "independent Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Funds and shareholders.

1. To the extent you provide eligible shareholder services of the type
identified in the Plan to the Fund identified in the attached Schedule (the
"Schedule"), we shall pay you a monthly fee based on the average net asset value
of Fund shares during any month which are attributable to customers of your
firm, at the rate set forth on the Schedule.

2. In no event may the aggregate annual fee paid to you pursuant to the
Schedule exceed 0.25 percent of the value of the net assets of the Fund held in
your customers' accounts which are eligible for payment pursuant to this
Agreement (determined in the same manner as the Fund uses to compute its net
assets as set forth in its then effective Prospectus), without approval by a
majority of the outstanding shares of the Fund.

-5-
<PAGE>
3. You shall furnish us and the Trust with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
services performed by you and the fees paid to you pursuant to the Schedule.

4. We shall furnish to the Board of Trustees of the Trust, for its
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such expenditures
were made.

5. You agree to make shares of the Fund available only (a) to your
customers or entities that you service at the net asset value per share next
determined after receipt of the relevant purchase instruction or (b) to each
such Fund itself at the redemption price for shares, as described in the Fund'ss
then-effective Prospectus.

6. No person is authorized to make any representations concerning the
Fund or shares of the Fund except those contained in the Fund'ss then-effective
Prospectus or Statement of Additional Information and any such information as
may be released by the Fund as information supplemental to such Prospectus or
Statement of Additional Information.

7. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each such
Prospectus or Statement of Additional Information will be supplied by the Fund
to you in reasonable quantities upon request.

8. In no transaction shall you have any authority whatever to act as
agent of the Fund and nothing in this Agreement shall constitute you or the Fund
the agent of the other. You are not authorized to act as an underwriter of
shares of the Fund or as a dealer in shares of the Fund.

9. All communications to the Fund shall be sent to: Duncan-Hurst
Capital Management, Inc., 4365 Executive Drive, Ste. 1520, San Diego, CA 92121 .
Any notice to you shall be duly given if mailed or telegraphed to you at your
address as indicated in this Agreement.

10. This Agreement may be terminated by us or by you, by the vote of a
majority of the Trustees of the Trust who are independent Trustees, or by a vote
of a majority of the outstanding shares of the Fund, on sixty (60) days' written
notice, all without payment of any penalty. It shall also be terminated
automatically by any act that terminates the Plan.

11. The provisions of the Plan between the Trust and us, insofar as
they relate to you, are incorporated herein by reference.

This Agreement shall take effect on the date indicated below, and the
terms and provisions thereof are hereby accepted and agreed to by us as
evidenced by our execution hereof.

-6-
<PAGE>
DUNCAN-HURST CAPITAL MANAGEMENT, INC.
Advisor and Distribution Coordinator

By:
-------------------------------
Authorized Officer

Dated:
------------------------------

Agreed and Accepted:

- -----------------------------
(Name)

By:
-------------------------
(Authorized Officer)

-7-
<PAGE>
---------------
SCHEDULE TO SHARE MARKETING AGREEMENT

BETWEEN __________________________.
---------------------
AND
DUNCAN-HURST CAPITAL MANAGEMENT, INC.
as distribution coordinator

Pursuant to the provisions of the Share Marketing Agreement between the
above parties with respect to Duncan-Hurst Capital Management, Inc. as
Distribution Coordinator, shall pay a monthly fee to the above-named party based
on the average net asset value of shares of the Fund during the previous
calendar month the sales of which are attributable to the above-named party, as
follows:

FUND FEE
---- ---
Class R Shares

Duncan-Hurst Large-Cap Growth-20 0.25%
Duncan-Hurst Aggressive Growth 0.25%

-8-

MULTIPLE CLASS PLAN
OF
DUNCAN-HURST FUNDS
IN
PROFESSIONALLY MANAGED PORTFOLIOS

This Multiple Class Plan (this "Plan") is required by Securities and
Exchange Commission Rule 18f-3 promulgated under the Investment Company Act of
1940, as amended (the "1940 Act").

This Plan shall govern the terms and conditions under which each Fund
listed in Appendix A, each a series of Professionally Managed Portfolios (the
"Trust") may issue separate classes of shares representing interests in the
respective Fund (each a "Fund" and together the "Funds"). To the extent that a
subject matter herein is covered by the Trust's Agreement and Declaration of
Trust or Bylaws, the Agreement and Declaration of Trust and Bylaws will control
in the event of any inconsistencies with the descriptions herein.

SECTION 1. RIGHTS AND OBLIGATIONS.

Except as set forth herein, all classes of shares issued by the Funds
shall have identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications, designations,
and terms and conditions. The only differences among the various classes of
shares relate solely to the following: (a) each class may be subject to
different class expenses as discussed under Section 3 of this Plan; (b) each
class may bear a different identifying designation; (c) each class has exclusive
voting rights with respect to matters solely affecting such class (except as set
forth in Section 5 below); (d) each class may have different exchange
privileges; and (e) each class may provide differently for the automatic
conversion of that class into another class.

SECTION 2. CLASSES OF SHARES AND DESIGNATION THEREOF.

The Funds may offer any or all of the following classes of shares:

(a) CLASS I SHARES. "Class I Shares" will be sold at their net asset
value without the imposition of a front-end sales load or a
contingent deferred sales charge ("CDSC"). Class I Shares will
not be subject to a Rule 12b-1 distribution fee and will not be
subject to a shareholder servicing fee.

(b) CLASS R SHARES. "Class R Shares" will be sold at their net asset
value without the imposition of a front-end sales load or a CDSC.
Class R Shares will be subject to a Rule 12b-1 distribution fee
at an annual rate of 0.25% of the daily net assets attributable
to the Class R Shares and will not be subject to a shareholder
servicing fee.

1
<PAGE>
SECTION 3. ALLOCATION OF EXPENSES.

(a) CLASS EXPENSES. Each class of shares may be subject to different class
expenses consisting of: (1) front-end sales charges or contingent deferred
sales charges; (2) Rule 12b-1 plan distribution fees and shareholder
service fees, if applicable to a particular class; (3) transfer agency and
other recordkeeping costs to the extent allocated to a particular class;
(4) Securities and Exchange Commission ("SEC") and blue sky registration
fees incurred separately by a particular class; (5) litigation or other
legal expenses relating solely to a particular class; (6) printing and
postage expenses related to the preparation and distribution of class
specific materials such as shareholder reports, prospectuses and proxies to
shareholders of a particular class; (7) expenses of administrative
personnel and services as required to support the shareholders of a
particular class; (8) audit or accounting fees or expenses relating solely
to a particular class; (9) director fees and expenses incurred as a result
of issues relating solely to a particular class and (10) any other expenses
subsequently identified that should be properly allocated to a particular
class, which shall be approved by the Board of Trustees (collectively, the
"Class Expenses").

(b) OTHER EXPENSES. Except for the Class Expenses discussed above (which will
be allocated to the appropriate class), all expenses incurred by each Fund
will be allocated to each class of shares on the basis of the net asset
value of each class to the net asset value of the Trust or the Fund, as the
case may be.

(c) WAIVERS AND REIMBURSEMENTS OF EXPENSES. Each Fund's Advisor and any
provider of services to the Funds may waive or reimburse the expenses of a
particular class or classes, provided, however, that such waiver shall not
result in cross-subsidization between classes.

SECTION 4. ALLOCATION OF INCOME.

Each Fund will allocate income and realized and unrealized capital
gains and losses based on the relative net assets of each class of shares.

SECTION 5. ALLOCATION OF INCOME.

Each Fund will allocate income and realized and unrealized capital
gains and losses based on the relative net assets of each class of shares.

SECTION 6. CONVERSIONS.

At this time, no class of shares will convert automatically into any
other class of shares. Any future implementation of this conversion feature is
subject to the continuing availability of a ruling or regulations of the
Internal Revenue Service, or of an opinion of counsel or tax adviser, stating
that the conversion of one class of shares to another does not constitute a
taxable event under federal income tax law. The conversion feature may be
suspended if such a ruling, regulation or opinion is not available.

2
<PAGE>
SECTION 7. EFFECTIVE WHEN APPROVED.

This Plan shall not take effect until a majority of the Trustees of the
Trust, including a majority of the trustees who are not interested persons of
the Trust, find that this Plan, as proposed and including the expense
allocations, is in the best interests of each class individually and the Trust
as a whole.

SECTION 8. AMENDMENTS.

This Plan may not be amended to materially change the provisions of
this Plan unless such amendment is approved in the manner specified in Section 7
above.

3
<PAGE>
APPENDIX A TO
MULTIPLE CLASS PLAN
OF
DUNCAN-HURST FUNDS
IN
PROFESSIONALLY MANAGED PORTFOLIOS

MULTIPLE CLASS FUNDS

FUNDS

Duncan-Hurst Large Cap Growth-20 Fund
Duncan-Hurst Aggressive Growth Fund

4
<PAGE>
APPENDIX B
TO
MULTIPLE CLASS PLAN
OF
DUNCAN-HURST FUNDS
IN
PROFESSIONALLY MANAGED PORTFOLIOS

EXCHANGE PRIVILEGES

SECTION 1. TERMS AND CONDITIONS OF EXCHANGES.

Shareholders of the Funds discussed herein may participate in exchanges
as described below. An exchange is permitted only in the following
circumstances:

(a) if two Funds offer more than one class of shares, the exchange must be
between the same class of shares (E.G., Class R Shares of one Fund
cannot be exchanged for Class I Shares of another Fund, nor can Class
R Shares of one Fund be exchanged for Class I Shares of that same
Fund);

(b) the dollar amount of the exchange must be at least equal to the
minimum investment applicable to the shares of the Fund acquired
through such exchange;

(c) the shares of the Fund acquired through exchange must be qualified for
sale in the state in which the shareholder resides;

(d) the exchange must be made between accounts having identical
registrations and addresses;

(e) the full amount of the purchase price for the shares being exchanged
must have already been received by the Fund;

(f) the account from which shares have been exchanged must be coded as
having a certified taxpayer identification number on file or, in the
alternative, an appropriate IRS Form W-8 (certificate of foreign
status) or Form W-9 (certifying exempt status) must have been received
by the Fund;

(g) newly acquired shares (through either an initial or subsequent
investment) are held in an account for at least ten days, and all
other shares are held in an account for at least one day, prior to the
exchange;

(h) certificates (if any) representing shares must be returned before
shares can be exchanged; and

5
<PAGE>
(i) each of the Funds participating in the exchange authorize such
exchange in their respective prospectuses.

In addition, because excessive exchanges can harm a Fund's performance,
the Funds reserve the right to terminate, either temporarily or permanently,
exchange privileges of any shareholder who makes more than four exchanges out of
any one Fund during a twelve-month period and to refuse an exchange into a Fund
from which a shareholder has redeemed shares within the previous 90 days
(accounts under common ownership or control and accounts with the same taxpayer
identification number will be counted together. This limit may be modified for
accounts in certain institutional retirement plans to conform to plan exchange
limits and U.S. Department of Labor regulations (for those limits, see plan
materials). The Funds reserve the right to refuse exchanges by any person or
group if, in the Advisor's judgment, a Fund would be unable effectively to
invest the money in accordance with its investment objective and policies, or
would otherwise be potentially adversely affected. A shareholder's exchanges may
be restricted or refused if a Fund receives, or the Advisor anticipates,
simultaneous orders affecting significant portions of that Fund's assets and, in
particular, a pattern of exchanges coinciding with a "market timing" strategy.
Although the Funds attempt to provide prior notice to affected shareholders when
it is reasonable to do so, they may impose these restrictions at any time. The
Funds reserve the right to terminate or modify the exchange privileges of Fund
shareholders in the future.

THE EXCHANGE PRIVILEGE IS NOT AN OPTION OR RIGHT TO PURCHASE SHARES BUT
IS PERMITTED UNDER THE RESPECTIVE POLICIES OF THE PARTICIPATING FUNDS, AND MAY
BE MODIFIED OR DISCONTINUED BY ANY SUCH FUNDS OR BY THE ADVISOR OR DISTRIBUTOR
AT ANY TIME, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT NOTICE.

Shares to be exchanged will be redeemed at their net asset value as
determined at the close of business on the day that an exchange request in
proper form is received, as described in the applicable prospectus. Exchange
requests received after the required time will result in the redemption of
shares at their net asset value as determined at the close of business on the
next business day.

In the event of unusual market conditions, each Fund reserves the right
to reject any exchange request if, in the judgment of the Advisor, the number of
requests or the total value of the shares that are the subject of the exchange
are likely to place a material burden on a Fund. For example, the number of
exchanges by investment managers making market-timing exchanges may be limited.

SECTION 2. FEES.

There is no fee for exchanges among the Funds.

SEE THE APPLICABLE PROSPECTUS FOR MORE INFORMATION ABOUT SHARE
EXCHANGES.