Pro-Conscience Women's Equity Mutual Fund
Supplement to Prospectus dated September 15, 1995
The disclosure under the caption "How to Invest in the Fund" and "How to Redeem
an Investment in the Fund" in the Fund's prospectus dated September 15, 1995 is
supplemented by the following information. Shareholders should review those
portions of the prospectus for a complete discussion regarding purchases and
redemptions of fund shares.
Effective March 8, 1996, Star Bank, N.A., 425 Walnut Street, Cincinnati, OH
45202 will serve as Custodian of the Fund's assets and American Data Services,
Inc., 24 West Carver St., Huntington, NY 11743 will serve as the Fund's Transfer
and Shareholder Service Agent.
Shareholders should direct correspondence and inquiries as follows:
INVESTMENTS
BY MAIL: Initial and subsequent investments should be sent to Pro-Conscience
Women's Equity Mutual Fund, P.O. Box 856, Cincinnati, OH 45264-0856.
BY WIRE: It is necessary to notify the Fund prior to each wire purchase. Wires
sent without notifying the Fund will result in a delay of the effective date of
your purchase.
Shareholders should instruct their bank to wire funds as follows:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: Pro-Conscience Women's Equity Mutual Fund
DDA # 483898037
Account name (shareholder name)
Shareholder account number
BY COURIER: All investments sent by overnight or other courier services should
be sent to Pro-Conscience Women's Equity Mutual Fund, c/o Star Bank, N.A., 425
Walnut Street, Mutual Fund Custody Dept. M.L. 6118, Cincinnati, OH 45202.
REDEMPTIONS:
DIRECT REDEMPTION: Requests for redemption of fund shares should be mailed to
Pro-Conscience Women's Equity Mutual Fund, 24 West Carver St., Huntington, NY
11743.
TELEPHONE REDEMPTION: If you have completed the Redemption by Telephone portion
of the Fund's account application you may redeem shares on any business day the
New York Stock Exchange is open by calling the Transfer Agent at 1-800-385-7003
before 4:00 p.m. Eastern time.
All other shareholder account questions should be directed to 1-800-385-7003.
Investors who effect purchase or redemption transactions in shares of the Fund
through a broker or agent may be charged a fee by that broker or agent.
The disclosure under the caption "Management of the Fund" in the Prospectus is
revised as follows:
Effective March 8, 1996, Investment Company Administration Corporation ("ICAC")
will act as the Fund's Administrative Manager under substantially the same terms
and conditions as in the previous management agreement with Southampton
Investment Management Company. ICAC and Southampton have the same officers,
directors and employees. Under the current arrangement with Southampton, a
monthly fee is paid at the annual rate of 0.25% of average net assets or
$30,000, whichever is greater. Under the agreement with ICAC, a monthly fee will
be paid by the Fund to ICAC at the following annual rate:
Average net assets of each Fund Fee or fee rate
- ------------------------------- ---------------
Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 million to $150 million 0.10% of average net assets
Over $150 million 0.05% of average net assets
March 8, 1996
<PAGE>
PRO-CONSCIENCE
WOMEN'S EQUITY MUTUAL FUND
Advancing gender equality in the workplace
850 Montgomery Street, Suite 100
San Francisco, California 94133
(415) 296-9135
(800) 424-2295
The PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL FUND (the "Fund") is a mutual fund
with the investment objective of providing long-term capital appreciation by
investing primarily in equity securities (common and preferred stocks). The Fund
invests in securities of publicly traded companies that satisfy certain social
responsibility criteria and that are proactive toward women's social and
economic equality. Pro-Conscience Funds, Incorporated (the "Advisor"), serves as
investment advisor to the Fund. United States Trust Company of Boston (the
"Sub-Advisor") acts as Sub-Advisor to the Fund.
This Prospectus sets forth basic information about the Fund that
prospective investors should know before investing. It should be read and
retained for future reference. The Fund is a series of Professionally Managed
Portfolios. A Statement of Additional Information dated September 15, 1995, as
may be amended from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement of
Additional Information is available without charge upon request by calling (415)
296-9135 or (212) 633-9700.
TABLE OF CONTENTS
Expense Table ....................................................... 2
Financial Highlights................................................. 3
Objective, Investment Approach and Risk Factors...................... 4
Management of the Fund .............................................. 7
Distribution Plan.................................................... 7
How To Invest in the Fund............................................ 8
How To Redeem an Investment in the Fund.............................. 9
Services Available to the Fund's Shareholders........................ 11
How the Fund's Per Share Value Is Determined......................... 11
Distributions and Taxes.............................................. 11
General Information ................................................. 12
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated August 1, 1995
Revised September 15, 1995
<PAGE>
EXPENSE TABLE
Expenses are one of several factors to consider when investing in the Fund.
The purpose of the following fee table is to provide an understanding of the
various costs and expenses which may be borne directly or indirectly by an
investment in the Fund. Actual expenses may be more or less than those shown.
For a more complete discussion of the expenses of the Fund, see "Management of
the Fund."
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases............................ None
Maximum Sales Load Imposed on Reinvested Dividends ................ None
Deferred Sales Load ............................................... None
Redemption Fees.................................................... None
Exchange Fee ...................................................... None
Annual Fund Operating Expenses
(As a percentage of average net assets)
Management Fees.................................................... 1.00%
12b-1 Fees ........................................................ 0.25%
Other Expenses (after waiver) ..................................... 0.25%
----
Total Fund Operating Expenses (after waiver)*...................... 1.50%
====
*Total operating expenses are capped at 1.50% by agreement with the
Advisor. In the absence of this limitation, the Fund's ratio of expenses to
average net assets would have been 8.69% for the fiscal year ended March
31, 1995.
Example
This table illustrates the net transaction and operating expenses that
would be incurred by an investment in the Fund over different time periods
assuming a $1,000 investment, a 5% annual return, and redemption at the end
of:
One year........................................................... $15
Three years........................................................ $47
Five years......................................................... $82
Ten years.......................................................... $179
The Example shown above should not be considered a representation of past
or future expenses and actual expenses may be greater or less than those shown.
In addition, Federal regulations require the Example to assume a 5% annual
return, but the Fund's actual return may be higher or lower. See "Management of
the Fund."
The PRO-CONSCIENCE WOMEN'S EQUITY MUTUAL FUND (the "Fund") is a diversified
series of Professionally Managed Portfolios (the "Trust"), an open-end
management investment company offering redeemable shares of beneficial interest.
Shares are purchased and redeemed at their net asset value per share, without a
sales charge. The minimum initial investment is $1,000, with subsequent minimum
investments of $100 or more, except that the minimum initial investment for
Individual Retirement Accounts is $500. Under the Fund's Distribution (Rule
12b-1) Plan, long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the rules of the National
Association of Securities Dealers.
<PAGE>
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period
The following information has been audited by Tait, Weller & Baker,
independent accountants, whose unqualified report covering the indicated periods
is included in the Statement of Additional Information. This information should
be read in conjunction with the financial statements and accompanying notes
thereto which are incorporated by reference from the Statement of Additional
Information. Further information about the Fund's performance may be included in
its annual report to shareholders, which may be obtained without charge by
writing or calling the address or telephone number on the Prospectus cover page.
- --------------------------------------------------------------------------------
October 1,
1993*
Year Ended through
March 31, March 31,
1995 1994
- --------------------------------------------------------------------------------
Net Asset value, beginning period ...................... $ 10.46 $ 10.00
Income from investment operations:
Net investment income (loss) ......................... .36 (.01)
Net realized and unrealized gain (loss) on investments (.28) .47
------- -------
Total from investment operations ....................... .08 .46
------- -------
Less distributions:
Dividends from net investment income ................. (.02) .00
Distributions from net capital gains ................. (.59) .00
------- -------
Total distributions .................................... (.61) .00
------- -------
Net asset value, end of period ......................... $ 9.93 $ 10.46
======= =======
Total return ........................................... 0.97% 9.23%+
Ratios/supplemental data:
Net assets, end of period (millions) ................... $ 1.50 $ 0.60
Ratios of expenses to average net assets:
Before expense reimbursement ......................... 8.69% 21.93%+
After expense reimbursement .......................... 1.50% 1.50%+
Ratios of net investment loss to average net assets:
Before expense reimbursement ......................... (1.97%) (20.74)%+
After expense reimbursement .......................... 5.22% (.31)%+
Portfolio turnover rate ................................ 705.88% 139.26%
* Commencement of operations.
+ Annualized.
<PAGE>
OBJECTIVE, INVESTMENT APPROACH AND RISK FACTORS
The investment objective of the Fund is to provide long-term capital
appreciation by investing primarily in equity securities (common and preferred
stocks) in a manner consistent with preservation of the Fund's assets. There is,
of course, no assurance that the Fund's objective will be achieved. The Fund
will invest in securities of publicly traded companies that satisfy certain
social responsibility criteria and that are proactive toward women's social and
economic equality. Under normal circumstances, at least 65% of the Fund's total
assets will be invested in equity securities of companies believed to have these
characteristics.
An investment in the Fund, as is the case with regard to all mutual funds,
involves certain risk factors. Because prices of equity and other securities
fluctuate, the value of an investment in the Fund will vary, as the market value
of its investment portfolio changes.
The Fund is diversified, which under applicable federal law means that as
to 75% of its total assets, no more than 5% may be invested in the securities of
a single issuer and that no more than 10% of its total assets may be invested in
the voting securities of any such issuer.
Investment Approach
The Fund seeks long term capital appreciation. The amount of income
generated by a stock will not be an important consideration in seeking to
purchase or retain it. The portfolio will normally be fully invested in stocks,
except for liquidity needs.
The expected returns and risks of different sectors of the equity market
change over time. The ability to evaluate and determine the relative
attractiveness of these sectors is advantageous in controlling risk and
achieving attractive returns. In determining the sector allocation of the Fund,
the Fund's Advisor and Sub-Advisor consider different likely outcomes for
inflation, profits, employment, the dollar and other macroeconomic variables
together with the prices of stocks in various sectors to determine which sectors
combined are expected to maximize returns while controlling portfolio risk. This
may involve substantial changes in industry weightings as economic conditions
and asset prices change. Within each industry sector, the Fund seeks stocks with
the best value to price relationships by assessing each company's financial
strength, examining each firm's business strategy and employing quantitative
measures such as dividend discount models.
The Fund may purchase both common and preferred stocks. Within different
industries, individual stock selection is based upon analysis of the company's
fundamental characteristics including financial strength, response to industry
and economy-wide changes, and price and cost trends. The Fund seeks to purchase
companies with sound competitive positions and strategies. Although companies
with varying fundamental characteristics may be purchased to achieve
diversification, emphasis is given to companies with above-average earnings
growth, sustained profitability, and above-average return on invested capital.
Company management is also evaluated based on multiple measures of social
responsibility. The Fund's Sub-Advisor, which is recognized as one of the
premier firms in the business of managing investment portfolios subject to
socially responsive investment criteria, with the oversight and assistance of
the Advisor, will provide the social screening for the portfolio as well as the
investment management. The investment universe is screened for policies toward
women's social and economic equality. The Advisor and Sub-Advisor look for
companies that exhibit some or all of the following socially responsible
characteristics:
o promotes women to top executive positions and compensates them
accordingly
o has a high percentage of women directors on the board
<PAGE>
o has strong support from senior executives for workplace quality
o provides career development and training programs for women employees
including mentoring and company-sponsored women networking groups
o monitors hiring and promotion activity closely
o offers programs addressing work/family concerns
o uses women-owned companies as vendors and service providers
o presents positive images of women in their advertising, promotion, and
marketing
o is accountable to employees, investors, and the communities in which it
operates
The following characteristics are viewed negatively by the Advisor when
selecting potential investments:
o has patterns of Equal Employment Opportunity Act violations
o promotes sexist stereotypes in the workplace or in their advertising
o markets products that adversely affect women
o unwillingness to engage in dialogue concerning women's issues
The Advisor also considers investing in companies that exhibit some or all
of the following characteristics:
o sensitive to minority issues
o exhibit fair employee relations
o provide high quality products or services
o sensitive to environmental concerns
Fixed Income Securities
Bond investments made by the Fund normally are those which are considered
investment grade, including bonds which are direct or indirect obligations of
the U.S. government, or which at the date of investment are rated Baa or better
by Moody's Investor Services ("Moody's") or BBB or better by Standard & Poor's
("S&P") or of comparable quality as determined by the Fund. Bonds rated Baa or
BBB are considered medium grade obligations with speculative characteristics and
are more susceptible to changing market conditions.
Money market instruments selected for investment include high grade,
short-term obligations, including those of the U.S. government, its agencies and
instrumentalities. U.S. dollar-denominated certificates of deposit, time
deposits and bankers' acceptances of U.S. banks, generally banks with assets in
excess of $1 billion, repurchase agreements with recognized dealers and banks
and commercial paper (including participation interests in loans extended by
banks to issuers of commercial paper) that at the date of investment is rated
A-1 by S&P or P-1 by Moody's, or, if unrated, of comparable quality as
determined by the Advisor.
<PAGE>
Repurchase Agreements
The Fund may enter into repurchase agreements in order to earn additional
income on available cash, or as a defensive investment in periods when the Fund
is invested primarily in short-term maturities. A repurchase agreement is a
short-term investment in which the purchaser (that is, the Fund) acquires
ownership of a U.S. Government security (which may be of any maturity) and the
seller agrees to repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which the Fund engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In the event of a
bankruptcy or other default of the seller, the Fund could experience both delays
in liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with banks with assets of $500
million or more that are insured by the Federal Deposit Insurance Corporation
and the most creditworthy registered securities dealers pursuant to procedures
adopted and regularly reviewed by the Trust's Board of Trustees. The Advisor
monitors the creditworthiness of the banks and securities dealers with whom the
Fund engages in repurchase transactions.
Foreign Securities
The Fund may invest up to 20% of its assets in securities of foreign
issuers or in American Depository Receipts of such issuers. Such investments may
involve risks that are in addition to the usual risks inherent in domestic
investments.
There may be less publicly available information about these issuers than
is available about companies in the U.S., and foreign auditing requirements may
not be comparable to those in the U.S. In addition, the value of the foreign
securities may be adversely affected by movements in the exchange rates between
foreign currencies and the U.S. dollar, as well as other political and economic
developments, including the possibility of expropriation, confiscatory taxation,
exchange controls or other foreign governmental restrictions. Dividends and
interest on foreign securities may be subject to foreign withholding taxes. The
Fund may also invest without limit in securities of foreign issuers which are
listed and traded on a domestic national securities exchange.
In connection with its foreign investments, the Fund may engage in
currency exchange transactions by means of buying or selling foreign currency on
a spot basis, entering into foreign currency forward contracts, buying and
selling foreign currency options, futures and options on futures. Foreign
currency exchange transactions may be entered into for the purpose of hedging
against foreign currency exchange risk arising from the Fund's investment or
anticipated investment in securities denominated in foreign currencies.
Unanticipated changes in currency prices may result in poorer overall
performance for the Fund than if it had not entered into foreign currency
exchange transactions. See the Statement of Additional Information for further
information regarding characteristics of and risks involved in the use of
foreign currency contracts.
Portfolio Turnover
The annual rate of portfolio turnover is expected to be below 50% under
normal market conditions. In general, the Advisor does not consider the rate of
portfolio turnover to be a limiting factor in determining when or whether to
purchase or sell securities in order to achieve the Fund's objective. The Fund's
high portfolio turnover rate in the fiscal year ended March 31, 1995, was due to
the market outlook and related trading strategy of its former portfolio manager.
Investment Restrictions
The Fund has adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Certain of these restrictions
are fundamental and may be changed only by a majority vote of the Fund's
outstanding shares.
<PAGE>
MANAGEMENT OF THE FUND
The Board of Trustees of the Trust establishes the Fund's policies and
supervises and reviews the management of the Fund. The
Fund's Advisor is Pro-Conscience Funds, Incorporated, a California corporation
organized in 1993, which is located at 850 Montgomery Street, Suite 100, San
Francisco, California 94133. The Advisor develops the Fund's investment policy,
including guidelines and social criteria for screening companies for their
policies on behalf of women, oversees the management of the Fund's investments,
furnishes the Fund with office space and certain administrative services and
provides most of the personnel needed by the Fund. As compensation, the Fund
pays the Advisor a monthly management fee (accrued daily) based on the average
daily net assets of the Fund at the rate of 1.00% annually.
United States Trust Company of Boston is the Sub-Advisor to the Fund. The
Sub-Advisor together with the Advisor is responsible for formulating and
implementing the Fund's investment program. The Sub-Advisor is a
Massachusetts-chartered banking and trust company and is a wholly-owned
subsidiary of UST Corporation, a Massachusetts bank holding company. It is
located at 40 Court Street, Boston, MA 02108. The Sub-Advisor has approximately
$3.1 billion of assets under management. The Trust Department of the Sub-Advisor
has managed funds as a fiduciary since 1895. Ms. Cheryl Smith, Vice President of
the Sub-Advisor, is the Fund's portfolio manager. Ms. Smith is a Chartered
Financial Analyst and a member of the Boston Security Analysis Society. Neither
the Sub-Advisor nor UST Corporation is affiliated with United States Trust
Company of New York. For its services, the Sub-Advisor receives a Sub-Advisory
fee from the Advisor at the rate of 0.25% of the Fund's average net assets
annually.
Southampton Investment Management Company (the "Manager") acts as the
Fund's Manager under a Management Agreement. Under that agreement, the Manager
prepares various federal and state regulatory filings, reports and returns for
the Fund, prepares reports and materials to be supplied to the trustees,
monitors the activities of the Fund's custodian, transfer agent and accountants,
and coordinates the preparation and payment of Fund expenses and reviews the
Fund's expense accruals. For its services, the Manager receives an annual fee
equal to the greater of 0.25% of the Fund's average daily net assets or $30,000.
The Fund is responsible for its own operating expenses including, but not
limited to, advisory and management fees, custody and transfer agent fees, legal
and auditing expenses, federal and state registration fees and Trustees' fees.
The Advisor has undertaken to reduce its fees or reimburse the Fund for its
annual operating expenses that exceed 1.5% of the Fund's average daily net
assets. Brokerage commissions for securities transactions of the Fund are not
included in the expenses subject to this 1.5% cap. The Advisor also may
reimburse additional amounts to the Fund at any time in order to reduce the
Fund's expenses, or to the extent required by applicable securities laws. To the
extent the Advisor performs a service for which the Fund is obligated to pay,
the Fund shall reimburse the Advisor for its costs incurred in rendering such
service.
The Advisor considers a number of factors in determining which brokers or
dealers to use for the Fund's portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors include, but
are not limited to, the reasonableness of commissions, quality of services and
execution and the availability of research that the Advisor may lawfully and
appropriately use in its investment management and advisory capacities. The
Advisor may also consider the sale of Fund shares as a factor in selecting
broker-dealers for the Fund's portfolio transactions provided that the Fund
receives prompt execution at competitive prices.
DISTRIBUTION PLAN
The Fund has adopted a distribution plan pursuant to Rule 12b-1. The Plan
provides that the Fund may pay distribution and related expenses of up to an
annual rate of 0.25% of the Fund's average net assets to the Advisor as
distribution coordinator. Expenses permitted to be paid by the Fund under its
Plan include: preparation, printing and mailing of prospectuses; shareholder
reports such as semiannual and annual reports, performance reports and
newsletters; sales literature and other promotional material to prospective
investors; direct mail solicitation; advertising; public relations; compensation
of sales personnel, advisors or other third parties for their assistance with
<PAGE>
respect to the distribution of the Fund's shares; payments to financial
intermediaries for shareholder support; administrative and accounting services
with respect to the shareholders of the Fund; and such other expenses as may be
approved from time to time by the Board of Trustees.
The Rule 12b-1 Distribution Plan allows excess distribution expenses to be
carried forward by the Advisor, as distribution coordinator, and resubmitted in
a subsequent fiscal year provided that (i) distribution expenses cannot be
carried forward for more than three years following initial submission; (ii) the
Board of Trustees has made a determination at the time of initial submission
that the distribution expenses are appropriate to be carried forward; and (iii)
the Board of Trustees makes a further determination, at the time any
distribution expenses which have been carried forward are resubmitted for
payment, to the effect that payment at the time is appropriate, consistent with
the objectives of the Plan and in the current best interests of shareholders.
HOW TO INVEST IN THE FUND
The minimum initial investment is $1,000, except that the minimum for
Individual Retirement Accounts is $500. Subsequent investments must be at least
$100. See "Services Available to the Fund's Shareholders." First Fund
Distributors, Inc. (the "Distributor"), acts as Distributor of the Fund's
shares. The Distributor may, at its discretion, waive the minimum investment
requirements. The Advisor, in its discretion, may pay finder's fees or brokerage
commissions at its own expense.
Investors may purchase shares of the Fund by check or wire:
By Check:
Initial Investment. Complete the Fund's Account Application (included with
this Prospectus). Make your check payable to "Pro-Conscience Women's Equity
Mutual Fund." Mail or deliver the completed Account Application and your check
to the Fund's Transfer Agent:
The Provident Bank
Mutual Fund Services
P.O. Box 14967
Cincinnati, OH 45250-0967
Subsequent Investments.
Detach and complete the stub attached to your account statement. Make your
check payable to "Pro-Conscience Women's Equity Mutual Fund." Write your
shareholder account number on the check. Mail or deliver the check and
reinvestment form to the Provident Bank in the envelope provided or send to the
Bank at the address indicated above.
By Wire:
Initial Investment. Before wiring funds, call the Transfer Agent at (800)
424-2295 to advise the Transfer Agent that you intend to make an initial
investment by wire and to receive an account number. Provide the Transfer Agent
with your name, and the dollar amount to be invested.
Complete the Fund's Account Application (included with this Prospectus). Be
sure to include the date and the order confirmation number. Mail or deliver the
completed Application to the appropriate address shown at the top of the Account
Application.
<PAGE>
Request your bank to transmit immediately available funds by wire for
purchase of shares in your name to the Fund's Custodian, as follows:
The Provident Bank
Attn: Mutual Fund Services
ABA Routing Number: 042-000-424
for further credit to Pro-Conscience Women's Equity Mutual Fund
Account Number [Name of Shareholder]
Subsequent Investments. Instruct your bank to wire funds as indicated
above. It is not necessary to contact the Transfer Agent prior to making
subsequent investments by wire. It is essential that complete information
regarding your account be included in all wire instructions in order to
facilitate prompt and accurate handling of investments. Investors may obtain
further information about remitting funds in this manner from the Transfer
Agent, and any fees that may be imposed by their own banks.
General
Investors will not be permitted to redeem any shares purchased with an
initial investment made by wire until one business day after the completed
Account Application is received by the Fund. All investments must be made in
U.S. dollars and, to avoid fees and delays, checks should be drawn only on U.S.
banks and should not be made by third party check. A charge may be imposed if
any check used for investment does not clear. The Fund and the Distributor
reserve the right to reject any purchase order in whole or in part.
If an order, together with payment in proper form, is received by the
Transfer Agent by the close of trading on the New York Stock Exchange (currently
4:00 p.m., Eastern time), Fund shares will be purchased at the offering price
determined as of the close of trading on that day. Otherwise, Fund shares will
be purchased at the offering price determined as of the close of trading on the
New York Stock Exchange on the next business day.
Federal tax regulations require that investors provide a certified Taxpayer
Identification Number and certain other required certifications upon opening or
reopening an account in order to avoid backup withholding of taxes at the rate
of 31% on taxable distributions and proceeds of redemptions. See the Fund's
Account Application for further information concerning this requirement.
The Fund does not issue share certificates. All shares are held in
non-certificated form registered on the books of the Fund and the Fund's
Transfer Agent for the account of the shareholder.
HOW TO REDEEM AN INVESTMENT IN THE FUND
Shareholders have the right to have the Fund redeem all or any portion of
their outstanding shares at their current net asset value on each day the New
York Stock Exchange is open for trading. The redemption price is the net asset
value per share next determined after the shares are validly tendered for
redemption.
Direct Redemption
A written request for redemption must be received by the Fund's Transfer
Agent in order to constitute a valid tender for redemption. To protect the Fund
and its shareholders, a signature guarantee is required for certain
transactions, including redemptions. Signature(s) on the redemption request must
be guaranteed by an "eligible guarantor institution" as defined in the federal
securities laws; these institutions include banks, broker-dealers, credit unions
and savings institutions. A broker-dealer guaranteeing signatures must be a
member of a clearing corporation or maintain net capital of at least $100,000.
Credit unions must be authorized to issue signature guarantees. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program. A notary public is not an
acceptable guarantor.
<PAGE>
Telephone Redemption
Shareholders who complete the Telephone Privileges Authorization portion of
the Fund's Account Application may redeem shares on any business day the New
York Stock Exchange is open by calling the Fund's Transfer Agent at (800)
424-2295 before 4:00 p.m. Eastern time. Redemption proceeds will be mailed or
wired at the shareholder's direction the next business day to the predesignated
account. The minimum amount that may be wired is $1,000 (wire charges, if any,
will be deducted from redemption proceeds).
By establishing telephone redemption privileges, a shareholder authorizes
the Fund and its Transfer Agent to act upon the instruction of any person by
telephone to redeem from the account for which such service has been authorized
and transfer the proceeds to the bank account designated in the Authorization.
The Fund and Transfer Agent will use procedures to confirm that redemption
instructions received by telephone are genuine, including recording of telephone
instructions and requiring a form of personal identification before acting on
such instructions. Neither the Fund nor the Transfer Agent will be liable for
any loss, expense, or cost arising out of any telephone redemption or exchange
request, including any fraudulent or unauthorized requests that are reasonably
believed to be genuine, provided that such procedures are followed. The Fund may
change, modify, or terminate these privileges at any time upon at least 60 days'
notice to shareholders.
Shareholders may request telephone redemption after an account is opened;
however, the authorization form will require a separate signature guarantee.
Shareholders may experience delays in exercising telephone redemption privileges
during periods of abnormal market activity.
General
Payment of the redemption proceeds will be made promptly, but not later
than seven days after the receipt of all documents in proper form, including a
written redemption order with appropriate signature guarantee in cases where
telephone redemption privileges are not being utilized. The Fund may suspend the
right of redemption under certain extraordinary circumstances in accordance with
the rules of the Securities and Exchange Commission. In the case of shares
purchased by check and redeemed shortly after purchase, the Fund will not mail
redemption proceeds until it has been notified that the check used for the
purchase has been collected, which may take up to 15 days from the purchase
date. To minimize or avoid such delay, investors may purchase shares by
certified check or federal funds wire. A redemption may result in recognition of
a gain or loss for federal income tax purposes.
Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account, other than retirement plan
or Uniform Gifts/Transfers to Minors Acts accounts, if at any time, due to
redemptions by the shareholder, the total value of a shareholder's account does
not equal at least $1,000. If the Fund determines to make such an involuntary
redemption, shareholders will first be notified that the value of their account
is less than $1,000 and will be allowed 30 days to make an additional investment
to bring the value of their account to at least $1,000 before the Fund takes any
action.
<PAGE>
SERVICES AVAILABLE TO THE FUND'S SHAREHOLDERS
Retirement Plans
The Fund offers a prototype Individual Retirement Account ("IRA") plan and
information is available from the Distributor or from your securities dealer
with respect to Keogh, Section 403(b) and other retirement plans offered.
Investors should consult a tax adviser before establishing any retirement plan.
Check-A-Matic Plan
For the convenience of shareholders, the Fund offers a preauthorized check
service under which a check is automatically drawn on the shareholder's personal
checking account each month for a predetermined amount (but not less than $100).
Upon receipt of the check, the Fund automatically invests the money in
additional shares of the Fund at the current offering price. Applications for
this service are available from the Distributor. There is no charge by the Fund
for this service. The Distributor may terminate or modify this privilege at any
time, and shareholders may terminate their participation by notifying the
Transfer Agent in writing.
Systematic Withdrawal Program
As another convenience, the Fund offers a Systematic Withdrawal Program
whereby shareholders may request that a check drawn in a predetermined amount be
sent to them each month or calendar quarter. A shareholder's account must have
Fund shares with a value of at least $10,000 in order to start a Systematic
Withdrawal Program, and the minimum amount that may be withdrawn each month or
quarter under the Systematic Withdrawal Program is $100. This Program may be
terminated or modified by a shareholder or the Fund at any time without charge
or penalty.
A withdrawal under the Systematic Withdrawal Program involves a redemption
of shares, and may result in recognition of a gain or loss for federal income
tax purposes. In addition, if the amount withdrawn exceeds the dividends
credited to the shareholder's account, the account ultimately may be depleted.
HOW THE FUND'S PER SHARE VALUE IS DETERMINED
The net asset value of a Fund share is determined once daily as of the
close of public trading on the New York Stock Exchange (currently 4:00 p.m.
Eastern time) on each day the New York Stock Exchange is open for trading. Net
asset value per share is calculated by dividing the value of the Fund's total
assets, less its liabilities, by the number of Fund shares outstanding.
Portfolio securities are valued using current market values, if available.
Securities for which market quotations are not readily available are valued at
fair values as determined in good faith by or under the supervision of the
Trust's officers in accordance with methods which are specifically authorized by
the Board of Trustees. Short-term obligations with remaining maturities of sixty
days or less are valued at amortized cost as reflecting fair value.
DISTRIBUTIONS AND TAXES
Dividends and Distributions
Dividends from net investment income are declared and paid at least
annually, typically at the end of the Fund's fiscal year (March 31). Any
undistributed net capital gains realized during the Fund's fiscal year will also
be distributed to shareholders after the end of the year, with a supplemental
distribution on or about December 31 of any undistributed net investment income
as well as any additional undistributed capital gains earned during the 12-month
period ended each October 31.
<PAGE>
Dividends and capital gain distributions (net of any required tax
withholding) are automatically reinvested in additional shares of the Fund at
the net asset value per share on the reinvestment date unless the shareholder
has previously requested in writing to the Transfer Agent that payment be made
in cash.
Any dividend or distribution paid by the Fund has the effect of reducing
the net asset value per share on the reinvestment date by the amount of the
dividend or distribution. Investors should note that a dividend or distribution
paid on shares purchased shortly before such dividend or distribution was
declared will be subject to income taxes as discussed below even though the
dividend or distribution represents, in substance, a partial return of capital
to the shareholder.
Taxes
The Fund intends to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As long as the fund continues to qualify, and as long as
the Fund distributes all of its income each year to the shareholders, the Fund
will not be subject to any federal income or excise taxes. During the fiscal
year ended March 31, 1995, the Fund did not qualify as a regulated investment
company under the Code, and the Advisor paid applicable federal and state taxes
in the amount of $3,700. Distributions made by the Fund will be taxable to
shareholders whether received in shares (through dividend reinvestment) or in
cash. Distributions derived from net investment income, including net short-term
capital gains, are taxable to shareholders as ordinary income. A portion of
these distributions may qualify for the dividends-received deduction available
to corporate shareholders. Distributions designated as capital gain dividends
are taxable as long-term capital gains regardless of the length of time shares
of the Fund have been held. Although distributions are generally taxable when
received, certain distributions made in January are taxable as if received the
prior December. Shareholders will be informed annually of the amount and nature
of the Fund's distributions.
Additional information about taxes is set forth in the Statement of
Additional Information. Shareholders should consult their own advisers
concerning federal, state and local taxation of distributions from the Fund.
GENERAL INFORMATION
The Trust
The Trust was organized as a Massachusetts business trust on February 17,
1987. The Agreement and Declaration of Trust permits the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest,
without par value, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series. The fiscal year end
of the Fund is March 31.
Shareholder Rights
Shares issued by the Fund have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends and
distributions as declared by the Fund and to the net assets of the Fund upon
liquidation or dissolution. The Fund, as a separate series of the Trust, votes
separately on matters affecting only the Fund (for example, approval of the
Management Agreement); all series of the Trust vote as a single class on matters
affecting all series jointly or the Trust as a whole (for example, election or
removal of Trustees). Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in any election of Trustees can, if they so
choose, elect all of the Trustees. While the Trust is not required and does not
intend to hold annual meetings of shareholders, such meetings may be called by
the Trustees in their discretion, or upon demand by the holders of 10% or more
of the outstanding shares of the Trust for the purpose of electing or removing
Trustees.
<PAGE>
Performance Information
From time to time, the Fund may publish its total return in advertisements
and communications to investors. Total return information will include the
Fund's average annual compounded rate of return over the most recent four
calendar quarters and over the period from the Fund's commencement of
operations. The Fund may also advertise aggregate and average total return
information over different periods of time. The Fund's total return will be
based upon the value of the shares acquired through a hypothetical $1,000
investment at the beginning of the specified period and the net asset value of
such shares at the end of the period, assuming reinvestment of all
distributions. Total return figures will reflect all recurring charges against
Fund income. Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of the Fund's total return for any
prior period should not be considered as a representation of what an investor's
total return may be in any future period.
Shareholder Inquiries
Shareholder inquiries should be directed to the Fund at the number shown on
the cover of the Prospectus.
<PAGE>
Advisor
Pro-Conscience Funds Incorporated
850 Montgomery Street, Suite 100
San Francisco, California 94133
(415) 296-9135
o
Distributor
place
First Fund Distributors, Inc.
4455 E. Camelback Road, Suite 261-E
Phoenix, Arizona 85018
o
Custodian and Transfer Agent
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202
o
Auditors
Tait, Weller & Baker
2 Penn Center Plaza
Philadelphia, Pennsylvania 19102
o
Legal Counsel
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104
PRO-CONSCIENCE
[LOGO]
WOMEN'S EQUITY MUTUAL FUND
Advancing gender equity in the work
August 1, 1995
Revised September 15, 1995
850 Montgomery Street, Suite 100
San Francisco, California 94133
(415) 296-9135
(800) 424-2295
