ASSUMPTION AGREEMENT


     This assumption  agreement (the "Agreement") is made as of this 12th day of
May, 2001 by and among Boston Trust Investment Management, Inc., a Massachusetts
corporation ("Boston Trust"),  United States Trust Company of Boston,  ("USTB"),
Professionally  Managed Portfolios (the "Trust"), a Massachusetts business trust
and Pro-Conscience Funds Inc., a California corporation. ("Pro-Conscience").

     WHEREAS, the Trust, USTB and Pro-Conscience,  are parties to a Sub-Advisory
Agreement dated as of May 22, 1005, as amended (the  "Sub-Advisory  Agreement");
and

     WHEREAS,  Boston Trust wishes to assume the duties and  obligations of USTB
under the Sub-Advisory Agreement:

     NOW, THEREFORE, based on the foregoing, the parties agree as follows:

     1. Assumption.  Boston Trust,  intending to be legally bound, hereby agrees
     to  assume  and  perform  all  duties  and  obligations  of USTB  under the
     Sub-Advisory Agreement.

     2. Guaranty and  Indemnity.  USTB hereby  irrevocably  and  unconditionally
     guarantees to Pro-Conscience the full performance of all the obligations of
     Boston Trust under the  provisions  of the  Sub-Advisory  Agreement  hereby
     assumed by Boston Trust.

     USTB agrees to indemnify,  defend and hold harmless the Pro-Conscience from
     and against any and all loss, cost, damage or expense (including reasonable
     fees of counsel) whatsoever  resulting from or arising out of any breach by
     Boston Trust of any obligation of the Sub-Advisory Agreement hereby assumed
     by Boston Trust.

     USTB hereby waives any requirement that Pro-Conscience exhaust any right or
     remedy or  proceed  or take any action  against  Boston  Trust or any other
     person or entity before  exercising  any right or remedy against USTB under
     this Agreement.

     The  obligations of USTB hereunder are absolute and  unconditional.  USTB's
     guaranty and  indemnity  shall be a continuing  guaranty and  indemnity and
     shall continue in full force and effect until all of the obligations hereby
     assumed by Boston Trust shall have been satisfied in full.

     IN WITNESS WHEREOF, USTB, Boston Trust, the Trust and Pro-Conscience hereby
execute this Agreement as of the day and year first above written.

                                    BOSTON TRUST INVESTMENT MANAGEMENT, INC.

                                    By:

                                    /s/ Domenic Colasacco
                                    ---------------------------
                                    Name: Domenic Colasacco
                                    Title: President


                      UNITED STATES TRUST COMPANY OF BOSTON

                                    By:

                                    /s/ Lucia B. Santini
                                    ---------------------------
                                    Name: Lucia B. Santini
                                    Title: Senior Vice President


                                    PROFESSIONALLY MANAGED PORTFOLIOS

                                    By:

                                    /s/ Robert M. Slotky
                                    ---------------------------
                                    Name: Robert M. Slotky
                                    Title:  Treasurer


                                    PRO-CONSCIENCE FUNDS, INC.

                                    By:

                                    /s/ Linda C.Y. Pei
                                    ---------------------------
                                    Name:  Linda C.Y. Pei
                                    Title:  President