STICKER DATED DECEMBER --, 1996
TO PROSPECTUS DATED OCTOBER 1, 1996
For the past two years, Aldrich, Eastman and Waltch,
L.P. ("AEW") has acted as a subadviser to the Crabbe Huson Real
Estate Investment Fund series (the "Fund") of Crabbe Huson Funds
pursuant to a subadvisory agreement (the "Current Subadvisory
Agreement"). Mr. Jay Willoughby, a Director of AEW, has been the
Fund's portfolio manager. As of December --, 1996, AEW has
consolidated its operations with Copley Real Estate Advisors,
Inc. and formed AEW Capital Management, L.P. By its terms, the
Current Subadvisory Agreement has terminated.
The shareholders of the Fund have been mailed proxy
statements asking them to approve a new Subadvisory Agreement
between AEW Capital Management, L.P., Crabbe Huson Group, the
Fund's adviser (the "Adviser"), and the Fund at a meeting to be
held December 30, 1996. In the interim, the portfolio manager
for the Fund will be Mr. Richard Huson. Mr. Huson is an officer
and a Director of the Adviser. Biographical information
regarding Mr. Huson can be found in the Fund's Prospectus.
If the Subadvisory Agreement is approved,
Mr. Willoughby will resume management of the Fund's portfolio.
If the Subadvisory Agreement is not approved, Mr. Huson will
continue as portfolio manager.
