RCB GROWTH AND INCOME FUND
RCB SMALL CAP FUND
SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
SUPPLEMENT DATED NOVEMBER 14, 2000
TO PROSPECTUS DATED OCTOBER 27, 2000
Reed, Conner & Birdwell, Inc., the investment adviser (the"Current Advisor") to
RCB Growth and Income Fund and RCB Small Cap Fund (the "Funds"), has agreed to
be acquired by City National Corporation on or before December 31, 2000. Upon
consummation of this transaction, the Current Advisor will be reformed as a new
company to be named Reed, Conner & Birdwell, LLC ("Reed, Conner & Birdwell"). As
a result of this proposed transaction, at a Special Meeting of Shareholders
scheduled to be held on or about December 21, 2000, the shareholders of the
Funds will be asked to approve a new Investment Advisory Agreement with Reed,
Conner & Birdwell. The terms of the new Investment Advisory Agreement are
identical in all material respects to those of the existing Investment Advisory
Agreement, including the rate of advisory fees. Additionally, key members of the
Current Advisor's management team will have similar roles with Reed, Conner &
Birdwell and will continue to be responsible for managing the day-to-day
operations of the Funds.
It is contemplated that the Funds' investment objectives, policies and
strategies will remain unchanged as a result of the proposed transaction and
under new Investment Advisory Agreement.
