SecProbe.io

CORRESP
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Draft for Review

Please note that this letter and other documents are in draft form, and in no way reflect the Registrant’s or Fund management’s final intent with respect to the filing discussed herein.

Mr. Minore:

Please see the attached drafts of:

(a)
response letter;

(b)
marked version of the Women’s Equity Fund prospectus to show changes in response to comments; and

(c)
marked version of the Women’s Equity Fund statement of additional information to show changes in response to comments.

November 24, 2004

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Investment Management

450 5th Street, N.W.

Washington, D.C. 20549-1004

Re:
Professionally Managed Portfolios (the “Trust”)

File Nos.: 33-12213 and 811-05037

Dear Mr. Minore:

This letter is being filed under Rule 485(b) under the Securities Act of 1933 (the “1933 Act”) in response to your oral comments and suggestions of November 9, 2004 regarding the Trust’s Post-Effective Amendment (“PEA”) No. 174 to its registration statement. PEA 174 was filed pursuant to Rule 485(a) under the 1933 Act on Form N-1A on September 24, 2004 for the purpose of reflecting a change in control of the Sub-Advisor of the Women’s Equity Fund (the “Fund”), a series of the Trust.

The Registrant hereby undertakes to file PEA No. 182 under Rule 485(b) with the revisions discussed herein in response to your comments, to make certain non-material changes as appropriate, and to file any outstanding exhibits to the registration statement. Please note that the Registrant filed PEA 179 on November 17, 2004 for the sole purpose of designating a new effective date of PEA 174, with such effective not later than that the proposed effective date of this PEA 182.

For your convenience in reviewing the Fund’s responses, your comments and suggestions are included in bold typeface immediately followed by the Fund’s responses.

In addition, in connection with this filing, the Registrant hereby states the following:

1.
The Registrant acknowledges that in connection with the comments made by the Staff of the SEC, the Staff has not passed generally on the accuracy or adequacy of the disclosure made herein, and the Fund and its management are solely responsible for the content of such disclosure;

2.
The Registrant acknowledges that the Staff’s comments and changes in disclosure in response to the Staff’s comments does not foreclose the SEC or other regulatory body from the opportunity to seek enforcement or take other action with respect to the disclosure made herein; and

3.
The Registrant represents that neither the Fund nor its management will assert the Staff’s comments or changes in disclosure in response to the Staff’s comments as a defense in any action or proceeding by the SEC or any person.

The Trust’s responses to your comments are as follows:

RESPONSES TO ORAL COMMENTS DATED NOVEMBER 9, 2004

General

1.

We note that certain items of required disclosure have been omitted from the registration statement. Please fill in all blanks prior to the Fund’s commencement of operations.

The Fund has provided all of the required information with its registration statement filed herewith.

Prospectus (Fees and Expenses Table)

2.

In Footnote 2 to the Fees and Expenses table, please indicate that the Advisor reserves the right to be reimbursed for fees only with respect to payments made in the prior three fiscal years. Please also disclose in this footnote something to the effect that the contract may be terminated by the Board of Trustees only in the instance where it is in the best interest of the Fund’s shareholders to do so.

The Fund has made the requested revisions.

Prospectus (Investment Objective & Principal Investment Strategies)

3.

With respect to the Fund’s 80% investment policy, please indicate the Fund’s ability to change such policy.

The Fund responds by adding the following:

The objectives, strategies and policies described above may be changed without the approval of Fund shareholders upon 30 days’ written notice to shareholders. However, the Fund will not change its investment policy of investing at least 80% of its net assets in equity securities without first changing the Fund’s name and providing shareholders with at least 60 days’ prior notice.

Prospectus (Investment Objective & Principal Investment Strategies)

4.

Reference is made that the Fund’s Advisor and Sub-Advisor strategy of looking for companies that exhibit some or all of certain characteristics listed in the prospectus. Please disclose that this process remains “highly subjective” and within the Sub-Advisor’s and Advisor’s discretion.

The Fund has added the suggested disclosure.

Prospectus (Management of the Fund-Fund Expenses)

5.
Please note that the following sentences should be revised as indicated: “The Advisor is only permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. Any such reimbursement will be revised and approved by the Trustees.”

The Fund has made the requested revisions.

SAI (Investment Restrictions)

6.
Please revise Investment Restriction No. 2a. to read: [The Fund may not] borrow money unless immediately after such borrowing there is an asset coverage of at least 300% of all borrowings.

The Fund has made the requested revision.

7.
Please revise Investment Restriction No. 5. to read: [The Fund may not] invest 25% or more of the market value of its assets.

The Fund has made the requested revision.

8.
Please generally revise Investment Restriction No. 7 to conform to Section 5(b)(1) of the Investment Company Act of 1940.

The Fund has generally revised applicable disclosure to read:

[The Fund may not] purchase the securities of any issuer, if as a result more than 5% of the total assets of the Fund would be invested in the securities of that issuer, other than obligations of the U.S. Government, its agencies or instrumentalities, or if as a result the Fund would own more than 10% of the outstanding voting securities of such issuer, provided that up to 25% of the value of the Fund’s assets may be invested without regard to these limitations.

SAI (The Fund’s Investment Advisor)

9.
With respect to the Investment Advisory Agreement, please make it clear that the agreement may be terminated, at anytime, by a majority of Fund shareholders.

The Fund has made the requested revision.

10.
With respect to the Sub-Advisory Agreement, please make it clear that this agreement may be terminated, at any time, by a majority of Fund shareholders.

The Fund has made the requested revisions.

11.

Please make it clear that the Advisor, not the Fund, pays the Sub-Advisor’s fees out if its own resources.

The Fund has added applicable language.

SAI (Service Providers-Administrator, Transfer Agent & Fund Accountant)

12.

Please indicate how the administration fee is calculated (e.g. as a certain percentage of net assets).

The Fund responds by noting how the administration fee is calculated.

SAI (The Fund’s Distributor)

13.

With respect to the Distribution Agreement, please make it clear that this agreement may be terminated by a majority of the Fund’s shareholders at any time.

The Fund responds by adding the requested information.

SAI (Execution of Portfolio Transactions)

14.
In the second to last paragraph in the section, we note that certain language contradicts language in the advisory contract. Please add the phrase “not withstanding any provision in the advisory contracts to the contrary” before such disclosure as disclosure in the registration statement will govern Fund practice. In addition, please amend the contracts when they are next up for renewal, which, in our view, would not require a shareholder vote.

The Fund responds by adding the requested information in the SAI and undertakes to amend the contracts where applicable at the next annual renewal meeting.

SAI (Additional Purchase and Redemption Information-How to Buy Shares)

15.
With respect to the public offering price of the shares, please remove the words “in most cases”, unless certain situations arise that would require such language.

The Fund has revised applicable disclosure.

Part C (Exhibit List)

16.
Please provide the auditor’s consent with the next amendment.

The Fund has provided the auditor’s consent with this amendment.

17.
Please provide the opinion of counsel with the next amendment. The Fund may incorporate by reference such exhibits as applicable.

The Fund has incorporated the opinion of counsel by reference into this amendment.

* * * * * *

I trust that the above responses adequately address your comments. If you have any additional questions or require further information, please contact me by telephone at 414/765-5344 or by facsimile at 414/212-7309.

Sincerely,

/s/ Chad E. Fickett

Chad E. Fickett

For U.S. Bancorp Fund Services, LLC

cc: Catherine MacGregor, Paul, Hastings Janofsky, & Walker LLP

 WOMEN’S EQUITY FUND

PROSPECTUS

November 30, 2004

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

WOMEN’S EQUITY FUND,

a series of Professionally Managed Portfolios

The Women’s Equity Fund is a mutual fund that seeks to provide long-term capital appreciation by investing primarily in equity securities. The Fund invests in securities of companies that satisfy certain social responsibility criteria and that are proactive toward women’s social and economic equality.

Pro-Conscience Funds, Inc., a women-owned and operated company, is the investment advisor (the “Advisor”) to the Fund. Boston Trust Investment Management, Inc. is the sub-advisor (the “Sub-Advisor”) to the Fund.

The date of this Prospectus is November 30, 2004

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Table of Contents

 AN OVERVIEW OF THE FUND

 4

 PERFORMANCE

 5

 FEES AND EXPENSES

 6

 INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

 7

 PRINCIPAL RISKS OF INVESTING IN THE FUND

 8

 MANAGEMENT OF THE FUND

 9

 SHAREHOLDER INFORMATION

 10

 PRICING OF FUND SHARES

 15

 DIVIDENDS AND DISTRIBUTIONS

 15

 TAX CONSEQUENCES

 16

 RULE 12b-1 FEES AND OTHER THIRD PARTY FEES

 16

 FINANCIAL HIGHLIGHTS

 18

 PRIVACY NOTICE

 19

3

Women’s Equity Fund

AN OVERVIEW OF THE FUND

WHAT IS THE FUND’S

INVESTMENT GOAL?

The Fund seeks to provide long-term capital appreciation by investing primarily in equity securities.

WHAT ARE THE FUND’S PRINCIPAL INVESTMENT STRATEGIES?

The Fund primarily invests in common stocks of companies that satisfy certain social responsibility criteria and that are proactive toward women’s social and economic equality. In selecting investments, the Advisor and Sub-Advisor attempt to identify which market sectors are likely to achieve attractive returns consistent with preservation of the Fund’s assets. The Fund seeks to purchase individual securities within each industry sector that have sound competitive positions and strategies that meet the Fund’s criteria for social responsibility. The advisor believes that management that values women employees is forward-looking and will be more profitable in the long run.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

There is the risk that you could lose money on your investment in the Fund. 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

Stocks in the Fund’s portfolio may not increase their earnings at the rate anticipated

The Fund’s social policy may cause it to pass up opportunities to buy certain securities or may cause it to sell certain securities for social reasons when circumstances might otherwise be unfavorable

WHO MAY WANT TO INVEST IN THE FUND?

The Fund may be appropriate for investors who:

Want an exposure to equity investment in companies that promote social and economic equality of women

Are pursuing a long-term goal such as retirement

Are willing to accept higher short-term risk along with higher potential for long-term growth of capital

The Fund may not be appropriate for investors who:

Need regular income or stability of principal

Are pursuing a short-term goal

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Women’s Equity Fund

PERFORMANCE

The following performance information indicates some of the risks of investing in the Fund. The bar chart illustrates how the Fund’s performance has varied from year to year. The table illustrates the Fund’s average annual total return over time compared with a broad-based market index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Calendar Year Total Returns*

* The Fund’s year-to-date return as of 09/30/04 was 2.57%

During the period shown in the bar chart, the Fund’s highest quarterly return was 22.18% for the quarter ended December 31, 1998 and the lowest quarterly return was -14.42% for the quarter ended September 30, 2002.

Average Annual Total Returns as of December 31, 2003

1 Year

5 Years

10 Years

Women’s Equity Fund

Return Before Taxes

23.65%

2.58%

9.67%

Return After Taxes on Distributions (1)

23.65%

1.98%

8.85%

Return After Taxes on Distributions and Sale of Fund Shares (1) (2)

15.37%

2.04%

8.18%

S&P 500 Index (3)

28.68%

(0.57)%

11.07%

(1)
After-tax returns are calculated using the historical highest individual federal margin income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or IRAs.

(2)
The “Return After Taxes on Distributions and Sale of Fund Shares” may be higher for certain figures because when a capital loss occurs upon redemption of Fund Shares, a tax deduction is provided that benefits the investor.

(3)
The S&P 500 Index is an unmanaged index generally representative of the market for the stocks of large-sized U.S. companies. The figures above reflect all dividends reinvested but do not reflect any deductions for fees, expenses, or taxes.

5

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder fees

(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases

None

Maximum deferred sales charge (load)

None

Redemption Fee*

2.00%

Annual Fund Operating Expenses**

(expenses that are deducted from Fund assets)

Management Fees

1.00%

Distribution (12b-1) Fees

0.25%

Other Expenses

0.89%

Total Annual Fund Operating Expenses

2.14%

Fee Reduction and/or Expense Reimbursement

(0.64)%

Net Annual Fund Operating Expenses

1.50%

* The Redemption Fee applies only to those shares that have been held for less than two months. The Fund is intended for long-term investors. The fee is payable to the Fund and is intended to benefit the remaining shareholders by reducing the costs of short-term trading. Please see “How To Sell Shares- Short-term Trading” in this Prospectus for certain exceptions that may apply.

** The Advisor has contractually agreed to reduce its fees and/or absorb Fund expenses until such contractual arrangement is terminated by the Board of Trustees to ensure the Fund’s net annual fund operating expenses will not exceed the net expense amount shown. This contract may be terminated by the Board of Trustees if it is in the best interest of the Fund’s shareholders. The Advisor reserves the right, subject to limitations, to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund’s expenses are less than the limit agreed to by the Fund and such payments were made in the prior three fiscal years.

Example

This Example is intended to