PROFESSIONALLY MANAGED PORTFOLIOS
497, 1998-09-24
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Pro-Conscience Women's Equity Mutual Fund
Supplement Dated September 21, 1998
To Prospectus Dated June 15, 1998


The discussion under the caption "Management of the Fund," on page 6, is
supplemented with the following information:

Effective September 21, 1998, Heidi Soumerai, Vice President of the Sub-Adviser
and William Apfel, Senior Vice President of the Sub-Adviser,  are the Fund's
Co-Portfolio Managers.  Ms. Soumerai is Director of Social Research and oversees
the activities of the team of social research analysts who analyze corporate
social responsibility issues and engage in a variety of social change
activities.  She is a Chartered Financial Analyst and has been associated with
the Sub-Adviser since 1985.  Mr. Apfel is a Chartered Financial Analyst and has
been associated with the Sub-Adviser since 1989.  He is a Chairperson of the
Sub-Adviser's Securities Research Committee, Director of Securities Research and
co-chair of the Sub-Adviser's Portfolio Composition Committee.  Ms. Soumerai and
Mr. Apfel will collaboratively manage the portfolio to meet the financial and
social criteria for the Fund. 


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