TIP FUNDS, 485APOS, 1999-04-05

TIP FUNDS
485APOS, 1999-04-05

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1999

File No. 333-00641
File No. 811-07527

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 14
-------------------------------

and

REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 15
----------------

TIP FUNDS
(formerly, Turner Funds)

(Exact Name of Registrant as Specified in Charter)
c/o The CT Corporation System
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)

Registrant's Telephone Number, including Area Code (610) 251-0268

(Name and Address of Agent for Service)

STEPHEN KNEELEY
TURNER INVESTMENT PARTNERS, INC.
1235 WESTLAKES DR., SUITE 350
BERWYN, PENNSYLVANIA 19312-2414

Copies to:

JAMES W. JENNINGS, ESQUIRE JOHN H. GRADY, JR., ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET 1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103 PHILADELPHIA, PENNSYLVANIA 19103

TITLE OF SECURITIES BEING REGISTERED...UNITS OF BENEFICIAL INTERESt.

It is proposed that this filing become effective (check appropriate box):
__ immediately upon filing pursuant to paragraph (b)
__ on ______, 1999, pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)
__ on [date] pursuant to paragraph (a) of Rule 485
x 75 days after filing pursuant to paragraph (a)(2)
- --

<PAGE>

TIP FUNDS

PROSPECTUS
JUNE 21, 1999

INSTITUTIONAL CLASS SHARES

----------------------------------------------------

TURNER FOCUSED LARGE CAP EQUITY FUND
TURNER TOP 20 FUND
TURNER TECHNOLOGY FUND
TURNER INTERNATIONAL GROWTH FUND

----------------------------------------------------

INVESTMENT ADVISER:

TURNER INVESTMENT PARTNERS, INC.

THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED ANY
FUND SHARES OR DETERMINED
WHETHER THIS PROSPECTUS IS
ACCURATE OR COMPLETE.
IT IS A CRIME FOR ANYONE TO TELL YOU OTHERWISE.

<PAGE>

- ----------------------
TIP FUNDS
- ----------------------

HOW TO READ THIS PROSPECTUS
- --------------------------------------------------------------------------------

TIP Funds is a mutual fund family that offers shares in separate investment
portfolios (Funds). The Funds have individual investment goals and strategies.
This prospectus gives you important information about the Funds that you should
know before investing. Please read this prospectus and keep it for future
reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT THE FUNDS. FOR MORE DETAILED INFORMATION ABOUT
THE FUNDS, PLEASE SEE:

TURNER FOCUSED LARGE CAP EQUITY FUND............................................
TURNER TOP 20 FUND..............................................................
TURNER TECHNOLOGY FUND..........................................................
TURNER INTERNATIONAL GROWTH FUND................................................
THE FUNDS' OTHER INVESTMENTS....................................................
INVESTMENT ADVISER..............................................................
PURCHASING, SELLING AND EXCHANGING FUND SHARES..................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
HOW TO OBTAIN MORE INFORMATION ABOUT TIP FUNDS........................Back Cover

[Insert ICON map]

<PAGE>

INTRODUCTION-INFORMATION COMMON TO ALL FUNDS
- --------------------------------------------------------------------------------

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The
Adviser invests Fund assets in a way that it believes will help each Fund
achieve its goal. Still, investing in the Funds involves risks, and there is no
guarantee that a Fund will achieve its goal. The Adviser's judgments about the
markets, the economy or companies may not anticipate actual market movements,
economic conditions or company performance, and these judgements may affect the
return on your investment. In fact, no matter how good a job the Adviser does,
you could lose money on your investment in a Fund, just as you could with other
investments. A Fund share is not a bank deposit, and it is not insured or
guaranteed by the FDIC or any government agency.

The value of your investment in a Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
estimated level of volatility for each Fund is set forth in the Fund Summaries
that follow. The effect on a Fund's share price of a change in the value of a
single security will depend on how widely the Fund diversifies its holdings.

- --------------------------------------------------------------------------------

YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Funds
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Funds or
on the financial markets in general, the Funds are taking steps to protect
investors. These include efforts to ensure that the Funds' own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by the Funds' major service providers.
Whether these steps will be effective can only be known for certain in the year
2000. In addition, year 2000 problems may negatively affect the companies whose
securities the Funds purchase, which may ultimately have an impact on the value
of the Funds' shares. There is additional information on these risks in the
Statement of Additional Information.

<PAGE>

TURNER FOCUSED LARGE CAP EQUITY FUND
- --------------------------------------------------------------------------------
[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL LONG-TERM CAPITAL APPRECIATION
INVESTMENT FOCUS LARGE CAPITALIZATION U.S. COMMON STOCKS
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY ATTEMPTS TO IDENTIFY LARGE CAPITALIZATION U.S. COMPANIES WITH
STRONG EARNINGS GROWTH POTENTIAL
INVESTOR PROFILE INVESTORS SEEKING LONG-TERM GROWTH OF CAPITAL WHO CAN WITHSTAND THE
SHARE PRICE VOLATILITY OF EQUITY INVESTING
</TABLE>

- --------------------------------------------------------------------------------

[ICON] INVESTMENT STRATEGY OF THE TURNER FOCUSED LARGE CAP EQUITY FUND

The Turner Focused Large Cap Equity Fund invests substantially all (at least
80%) of its assets in a limited number of common stocks and other equity
securities of large capitalization companies that Turner Investment Partners
believes have strong earnings growth potential. The Fund will invest in
securities of companies with market capitalization in excess of $5 billion. The
Fund's portfolio will contain a total of 15-30 stocks representing Turner's best
large capitalization investment ideas. The Fund will invest in stocks of
companies doing business in a variety of industries.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

[ICON] WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, large capitalization growth stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The Fund is non-diversified, which means that it may invest in the securities of
fewer issuers than a diversified Fund. As a result, the Fund may be more
susceptible to a single adverse economic or regulatory occurrence affecting one
or more of these issuers, and may experience increased volatility due to its
investments in those securities.

<PAGE>

TURNER FOCUSED LARGE CAP EQUITY FUND
- --------------------------------------------------------------------------------

[ICON] PERFORMANCE INFORMATION

Since the Fund does not have a calendar year of performance, performance results
have not been provided.

- --------------------------------------------------------------------------------

[ICON] FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)

INSTITUTIONAL CLASS SHARES
--------------------------
Investment Advisory Fees 1.00%

Distribution (12b-1) Fees None

Other Expenses 0.50%

TOTAL ANNUAL FUND OPERATING EXPENSES 1.50%

Fee Waivers and expense reimbursements 0.25%

NET EXPENSES 1.25%*

- --------------------------------------------------------------------------------

* THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.25% FOR A
PERIOD OF ONE YEAR, OR FROM EXCEEDING 1.75% IN ANY SUBSEQUENT YEAR. IN ADDITION,
THE FUND HAS AN ARRANGEMENT WITH CERTAIN BROKER-DEALERS WHO HAVE AGREED TO PAY
CERTAIN FUND EXPENSES IN RETURN FOR THE DIRECTION OF A PERCENTAGE OF THE FUND'S
BROKERAGE TRANSACTIONS. AS A RESULT OF THESE ARRANGEMENTS, IT IS ANTICIPATED
THAT THE FUND'S EXPENSES WILL BE REDUCED. For more information about these fees,
see "Investment Adviser" and "Distribution of Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return and Fund expenses remain the same. Although your
actual costs and returns might be different, your approximate costs of investing
$10,000 in the Fund would be:

1 YEAR 3 YEARS
Turner Focused Large Cap Equity Fund $127 $397

<PAGE>

TURNER TOP 20 FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
[ICON] FUND SUMMARY

INVESTMENT GOAL LONG-TERM CAPITAL APPRECIATION
INVESTMENT FOCUS U.S. COMMON STOCKS
SHARE PRICE VOLATILITY VERY HIGH
PRINCIPAL INVESTMENT STRATEGY ATTEMPTS TO IDENTIFY U.S. COMPANIES WITH STRONG EARNINGS GROWTH
POTENTIAL
INVESTOR PROFILE INVESTORS SEEKING LONG-TERM GROWTH OF CAPITAL WHO CAN WITHSTAND THE
SHARE PRICE VOLATILITY OF EQUITY INVESTING
</TABLE>

- --------------------------------------------------------------------------------

[ICON] INVESTMENT STRATEGY OF THE TURNER TOP 20 FUND

The Turner Top 20 Fund invests substantially all (at least 80%) of its assets in
common stocks and other equity securities of companies, regardless of their
market capitalization, that Turner believes have strong earnings growth
potential. A number of portfolio managers manage the Fund by selecting stocks in
different sectors and capitalization ranges under the supervision of Robert
Turner. The Fund's portfolio will contain a total of 15-25 stocks representing
Turner's favorite investment ideas. By investing in different sectors and
capitalization ranges, Turner seeks to reduce the Fund's overall level of
volatility. Ideally, when one sector or capitalization range is out of favor,
the other ranges will offer a counterbalancing influence.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

[ICON] WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, U.S. growth stocks, may underperform
compared to other market segments or to the equity markets as a whole.

The smaller capitalization and micro capitalization companies the Fund invests
in may be extremely vulnerable to adverse business or economic events than
larger, more established companies. In particular, these small companies may
have limited product lines, markets and financial resources, and may depend upon
a relatively small management group. Micro cap stocks also tend to be traded
only in the over-the-counter market, and may not be as liquid as larger
capitalization stocks. Small cap securities may be traded over-the-counter or
listed on an exchange and may or may not pay dividends. Therefore, small cap and
micro cap stocks may be very volatile and the price movements of the Fund's
shares may reflect that volatility.

<PAGE>

TURNER TOP 20 FUND
- --------------------------------------------------------------------------------
[ICON] PERFORMANCE INFORMATION

Since the Fund does not have a calendar year of performance, performance results
shave not been provided.

- --------------------------------------------------------------------------------
[ICON] FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)

INSTITUTIONAL CLASS SHARES
Investment Advisory Fees 1.10%
Distribution (12b-1) Fees None%
Other Expenses 0.50%
TOTAL ANNUAL FUND OPERATING EXPENSES 1.60%
Fee waivers and expense reimbursements 0.25%
NET EXPENSES 1.35%*

- --------------------------------------------------------------------------------
* THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.35% FOR A
PERIOD OF ONE YEAR, OR FROM EXCEEDING 1.85% IN ANY SUBSEQUENT YEAR. IN ADDITION,
THE FUND HAS AN ARRANGEMENT WITH CERTAIN BROKER-DEALERS WHO HAVE AGREED TO PAY
CERTAIN FUND EXPENSES IN RETURN FOR THE DIRECTION OF A PERCENTAGE OF THE FUND'S
BROKERAGE TRANSACTIONS. AS A RESULT OF THESE ARRANGEMENTS, IT IS ANTICIPATED
THAT THE FUND'S EXPENSES WILL BE REDUCED. For more information about these fees,
see "Investment Adviser" and "Distribution of Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS
Turner Top 20 Fund $137 $428

<PAGE>

TURNER TECHNOLOGY FUND
- --------------------------------------------------------------------------------
[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL LONG-TERM CAPITAL APPRECIATION
INVESTMENT FOCUS COMMON STOCKS OF TECHNOLOGY COMPANIES
SHARE PRICE VOLATILITY VERY HIGH
PRINCIPAL INVESTMENT STRATEGY ATTEMPTS TO IDENTIFY TECHNOLOGY COMPANIES WITH STRONG EARNINGS
GROWTH POTENTIAL
INVESTOR PROFILE INVESTORS SEEKING LONG-TERM GROWTH OF CAPITAL WHO CAN WITHSTAND THE
SHARE PRICE VOLATILITY OF TECHNOLOGY-FOCUSED EQUITY INVESTING
</TABLE>

- --------------------------------------------------------------------------------
[ICON] INVESTMENT STRATEGY OF THE TURNER TECHNOLOGY FUND

The Turner Technology Fund invests substantially all (at least 80%) of its
assets in common stocks of companies which rely extensively on technology in
their product development or operations, or which are expected to benefit from
technological advances and improvements, and that may experience exceptional
growth in sales and earnings driven by technology-related products and services.
Stock selection will not be based on company size, but rather on an assessment
of a company's fundamental prospects. Therefore, the Fund's holdings can range
from small companies developing new technologies to large, established firms
with a history of developing and marketing such scientific advances. These
companies may include companies that develop, produce or distribute products or
services in the computer, semiconductor, electronics, communications, health
care and biotechnology sectors.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

[ICON] WHAT ARE THE RISKS OF INVESTING IN THE FUND?

In addition, the Fund is subject to the risk that its principal market segment,
technology stocks, may underperform compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies and product offerings which continue to expand could
cause technology companies to become increasingly sensitive to short product
cycles and aggressive pricing. To the extent that the Fund's investment are
concentrated in issuers conducting business in the same industry, the Fund is
subject to legislative or regulatory changes, adverse market conditions and/or
increased competition affecting that industry.

<PAGE>

TURNER TECHNOLOGY FUND
- --------------------------------------------------------------------------------
[ICON] PERFORMANCE INFORMATION

Since the Fund does not have a calendar year of performance, performance results
have not been provided.

- --------------------------------------------------------------------------------
[ICON] FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)

INSTITUTIONAL CLASS SHARES
--------------------------
Investment Advisory Fees 1.10%
Distribution (12b-1) Fees None
Other Expenses 0.50%
TOTAL ANNUAL FUND OPERATING EXPENSES 1.60%
Fee waivers and expense reimbursements 0.25%
NET EXPENSES 1.35%*
- --------------------------------------------------------------------------------
* THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.35% FOR A
PERIOD OF ONE YEAR, OR FROM EXCEEDING 1.85% IN ANY SUBSEQUENT YEAR. IN ADDITION,
THE FUND HAS AN ARRANGEMENT WITH CERTAIN BROKER-DEALERS WHO HAVE AGREED TO PAY
CERTAIN FUND EXPENSES IN RETURN FOR THE DIRECTION OF A PERCENTAGE OF THE FUND'S
BROKERAGE TRANSACTIONS. AS RESULT OF THESE ARRANGEMENTS, IT IS ANTICIPATED THAT
THE FUND'S EXPENSES WILL BE REDUCED. For more information about these fees, see
"Investment Adviser" and "Distribution of Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS
Turner Technology Fund $137 $428

<PAGE>

TURNER INTERNATIONAL GROWTH FUND
- --------------------------------------------------------------------------------
[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL LONG-TERM CAPITAL APPRECIATION
INVESTMENT FOCUS ADRS AND COMMON STOCKS OF FOREIGN COMPANIES
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY ATTEMPTS TO IDENTIFY FOREIGN COMPANIES WITH STRONG EARNINGS GROWTH
POTENTIAL
INVESTOR PROFILE INVESTORS SEEKING LONG-TERM GROWTH OF CAPITAL WHO CAN WITHSTAND THE
SHARE PRICE VOLATILITY OF INVESTING IN FOREIGN COMPANIES
</TABLE>

- --------------------------------------------------------------------------------
[ICON] INVESTMENT STRATEGY OF THE TURNER INTERNATIONAL GROWTH FUND

The Turner International Growth Fund invests substantially all (at least 80%) of
its assets in American Depository Receipts (ADRs) and common stocks of larger,
more established companies located in developed foreign markets, including most
nations in western Europe and the more developed nations in the Pacific Basin
and Latin America. The Adviser selects areas for investment by continuously
analyzing a broad range of foreign markets in order to identify specific country
opportunities and to assess the level of return and degree of risk that can be
expected. Within countries, the Fund invests in companies located in a variety
of industries and business sectors that the Adviser expects to experience rising
earnings growth and to benefit from global economic trends or promising
technologies or products. The Adviser generally does not attempt to hedge the
effects of currency fluctuations on the Fund's investments on an on-going basis.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

[ICON] WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. In
addition, the Fund is subject to the risk that its principal market segment,
foreign growth stocks, may under perform compared to other market segments or to
the equity markets as a whole.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those
markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. While ADRs are denominated in U.S. dollars, they are subject to
currency risk to the extent the underlying stocks are denominated in foreign
currencies.

<PAGE>

TURNER INTERNATIONAL GROWTH FUND
- --------------------------------------------------------------------------------
[ICON] PERFORMANCE INFORMATION

Since the Fund does not have a calendar year of performance, performance results
have not been provided.

- --------------------------------------------------------------------------------
[ICON] FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)

INSTITUTIONAL CLASS SHARES
--------------------------
Investment Advisory Fees 1.00%
Distribution (12b-1) Fees None
Other Expenses 0.65%
TOTAL ANNUAL FUND OPERATING EXPENSES 1.65%
Fee waivers and expense reimbursements 0.25%
NET EXPENSES 1.40%*

EXAMPLE

1 YEAR 3 YEARS
Turner International Growth Fund $143 $443

<PAGE>

[ICON] THE FUNDS' OTHER INVESTMENTS
- --------------------------------------------------------------------------------

In addition to the investments and strategies described in this prospectus, each
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in the Funds' Statement of
Additional Information (SAI). Of course, there is no guarantee that any Fund
will achieve its investment goal.

The investments and strategies described throughout this prospectus are those
that we use under normal conditions. During unusual economic or market
conditions or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, repurchase agreements and short-term
obligations that would not ordinarily be consistent with the Funds' objectives.
A Fund will do so only if the Adviser believes that the risk of loss outweighs
the opportunity for gains.

[ICON] INVESTMENT ADVISER
- --------------------------------------------------------------------------------

As the Funds' Adviser, Turner Investment Partners makes investment decisions for
the Funds and continuously reviews, supervises and administers the Funds'
investment programs. The Adviser also ensures compliance with the Funds'
investment policies and guidelines.

Turner Investment Partners, Inc., an SEC-registered adviser, serves as the
Adviser to the Turner Focused Large Cap Equity, Turner Top 20, Turner
Technology, and Turner International Growth Funds. As of March 31, 1999, Turner
had approximately $3.3 billion in assets under management.

EQUITY INVESTMENT PHILOSOPHY

Turner believes earnings expectations drive stock prices. Turner invests in
companies with strong earnings dynamics, and sells those with deteriorating
earnings prospects. Turner believes forecasts for market timing and sector
rotation are unreliable, and introduce an unacceptable level of risk. As a
result, all portfolios are fully invested and attempt to maintain sector
weightings that match those of a benchmark index, since Turner believes it is
imprudent to be overly-invested in any individual security. This allows Turner's
stock selection process to be the primary determinant of performance.

ADVISORY FEES

Turner is entitled to receive base investment advisory fees from each Fund as
follows:

TURNER FOCUSED LARGE CAP EQUITY FUND 1.00%
TURNER TOP 20 FUND 1.10%
TURNER TECHNOLOGY FUND 1.10%
TURNER INTERNATIONAL FUND 1.00%

However, these fees may be higher or lower depending on a Fund's performance
relative to a benchmark. If a Fund outperforms its benchmark by a set amount,
Turner will receive higher advisory fees. Conversely, if a Fund underperforms
its benchmark by the same amount, Turner will receive lower advisory fees. The
Funds' SAI contains detailed information about each Fund's benchmark, as well as
any possible performance-based adjustments to Turner's fees.

<PAGE>

PORTFOLIO MANAGERS

The Focused Large Cap Equity Fund, Top 20 Fund, Technology Fund and
International Growth Fund are managed by a committee comprised of Robert Turner,
John Hammerschmidt, Mark Turner, Chris McHugh, Bill McVail and Frank Sustersic.
The Funds are managed by a team approach under the direction of Robert Turner.
The background of each committee member is set forth below.

Robert E. Turner is a member of the committees which manage the Turner Ultra
Large Cap Growth and Turner Midcap Growth Funds, as set forth above. Mr. Turner,
CFA, Chairman and Chief Investment Officer of the Adviser, is a co-manager of
the Turner Ultra Large Cap Growth Fund and Turner Midcap Growth Fund. Mr. Turner
founded Turner Investment Partners, Inc. in 1990. Prior to 1990, he was Senior
Investment Manager with Meridan Investment Company. He has 16 years of
investment experience.

John Hammerschmidt is a member of the committee which manages the Turner Ultra
Large Cap Growth Fund, as set forth above. Mr. Hammerschmidt, Senior Equity
Portfolio Manager of the Adviser, is lead manager of the Turner Ultra Large Cap
Growth Fund. Mr. Hammerschmidt joined the Adviser in 1992. Prior to 1992, he was
a Vice President in Government Securities Trading at S.G. Warburg. He has 14
years of investment experience.

Mark Turner is a member of the committee which manages the Turner Ultra Large
Cap Growth Fund, as set forth above. Mr. Turner, President of the Adviser, is
co-manager of the Turner Ultra Large Cap Growth Fund. Mr. Turner founded Turner
Investment Partners, Inc. in 1990. Prior to 1990, he was Vice President and
Senior Portfolio Manager with First Maryland Asset Management. He has 15 years
of investment experience.

Christopher K. McHugh is a member of the committee which manages the Turner
Midcap Growth Fund, as set forth above. Mr. McHugh, Equity Portfolio Manager of
the Adviser, is the lead manager of the Turner Midcap Growth Fund. Mr. McHugh
joined the Adviser in 1990. Prior to 1990, he was a Performance Specialist with
Provident Capital Management. He has 11 years of investment experience.

Bill McVail is a member of the committees which manage the Turner Midcap Growth
and the Turner Micro Cap Funds, as set forth above. Mr. McVail, Senior Equity
Portfolio Manager of the Adviser, is the co-manager of the Turner Micro and
Turner Midcap Growth Funds. Mr. McVail joined the Adviser in 1998. Prior to
1998, he was Portfolio Manager at PNC Equity Advisers. He has 11 years of
investment experience.

Frank L. Sustersic is a member of the committee which manages the Turner Micro
Cap Growth Fund, as set forth above. Mr. Sustersic, a Senior Security Analyst
and Equity Portfolio Manager at Turner, serves as lead portfolio manager to the
Turner Micro Cap Growth Fund. Mr. Sustersic joined Turner in 1994. Mr. Sustersic
has 8 years of investment experience.

TURNER'S PAST PERFORMANCE

Since January 1, 1998, Turner has managed assets in a "top 20" style. In this
style, Turner's best investment ideas are combined in a single portfolio
consisting of 15-25 stocks. There is no limit on the capitalization of any
stock, and these portfolios have typically been invested across a broad range of
sectors and capitalizations.

The following table presents historical performance information for a composite
consisting of the two discretionary "top 20" accounts that are managed by Turner
in a way that is equivalent in all material respects

<PAGE>

as to objectives, policies and strategies to how Turner will manage the Top 20
Fund. This table also compares the performance to that of the Standard & Poor's
500 Composite Index. The computed rates of return include the impact of capital
appreciation as well as the reinvestment of interest and dividends. This data
does not indicate how the Top 20 Fund may perform in the future:

FIRST QUARTER 12 MONTHS 1/1/98 (INCEPTION)
1999 ENDED 3/31/99 TO 3/31/99
Composite Gross Performance 30.34% 92.96% 118.29%*
Composite Net Performance 30.03% 90.01% 115.73%*
S& P 500 Performance % % %

* Annualized

THE MODIFIED BANK ADMINISTRATION INSTITUTE (BAI) METHOD IS USED TO COMPUTE A
TIME WEIGHTED RATE OF RETURN IN ACCORDANCE WITH STANDARDS SET BY THE ASSOCIATION
OF INVESTMENT MANAGEMENT AND RESEARCH (AIMR). THE PERFORMANCE FIGURES FOR THE
ADVISER'S ACCOUNTS DESCRIBED ABOVE ARE NET OF ADVISORY FEES AND EXPENSES. THE
EFFECT OF DEDUCTING OPERATING EXPENSES ON THE FUND'S ANNUALIZED PERFORMANCE,
INCLUDING THE COMPOUNDING EFFECT OVER TIME, MAY BE SUBSTANTIAL, AND WILL REDUCE
PERFORMANCE.

ALL INFORMATION PRESENTED RELIES ON DATA SUPPLIED BY THE ADVISER AND STATISTICAL
SERVICES, REPORTS OR OTHER SOURCES BELIEVED BY THE TRUST TO BE RELIABLE. IT HAS
NOT BEEN VERIFIED OR AUDITED.

<PAGE>

- --------------------------------------------------------------------------------
IN ORDER TO OPEN A NEW ACCOUNT YOU MUST COMPLETE AND MAIL THE NEW ACCOUNT
APPLICATION THAT YOU RECEIVE WITH THIS PROSPECTUS.
- --------------------------------------------------------------------------------
All trades must be received by the Transfer Agent by 4:00 PM EST.

Your check must be made payable to: The Turner Funds

Each Fund's minimum initial investment is $2,500 with a minimum subsequent
investment of $500.
- --------------------------------------------------------------------------------
ONCE YOU ARE A SHAREHOLDER OF THE TURNER FUNDS YOU CAN DO THE FOLLOWING:
- --------------------------------------------------------------------------------
* PURCHASE, SELL OR EXCHANGE FUND SHARES BY PHONE.

Call 1-800-224-6312 between 9:00 AM and 4:00 PM EST Monday through Friday and
press 3 to place a trade.
- --------------------------------------------------------------------------------

* PURCHASE, SELL OR EXCHANGE FUND SHARES BY MAIL. Shareholders can mail trade
requests to:

By regular mail By express or overnight mail

The Turner Funds The Turner Funds
P.O. Box 419805 c/o DST Systems Inc.
Kansas City, MO 64141-6805 330 W. 9th Street
Kansas City, MO 64105
- --------------------------------------------------------------------------------
* PURCHASE FUND SHARES BY WIRING FUNDS TO:

United Missouri Bank of Kansas NA
ABA #101000695
Account # 9870601168
Further Credit: name of fund, shareholder name and Turner Funds account number
- --------------------------------------------------------------------------------

<PAGE>

[ICON] PURCHASING, SELLING AND EXCHANGING FUND SHARES
- --------------------------------------------------------------------------------

The Turner Funds are "no load" mutual funds meaning you pay no sales charge when
purchasing shares of the Funds. The minimum initial investment is $2,500 and
subsequent investments are $500. The Funds reserve the right to waive the
minimum initial investment.

This section tells you how to buy, sell (sometimes called "redeem") or exchange
shares of the Funds.

Institutional Class Shares are for individual investors and for certain
institutional investors investing for their own or their customers' account. For
information on how to open an account and set up procedures for placing
transactions call 1-800-224-6312.

For some investors the minimum initial investment may be lower.

WHEN CAN YOU PURCHASE SHARES?

You may purchase shares of any Fund on any day that the New York Stock Exchange
is open for business (a Business Day).

PURCHASING TURNER FUND SHARES

You may purchase shares directly from the Funds by:

o mail
o telephone
o wire, or
o Automated Clearing House (ACH).

To purchase shares directly from us, please call 1-800-224-6312.

To open an account:

* BY MAIL -- Please send your completed application, with a check payable
to the Turner Funds, to the address listed on this page. Your check
must be in U.S. dollars and drawn on a bank located in the United
States. We do not accept third party checks, credit card checks or
cash.

* BY WIRE -- Please call us at 800-224-6312 (option 3) to let us know
that you intend to make your initial investment by wire. You will be
given an account number and fax number to which you should send you
completed New Account Application. Once this is complete you will need
to instruct your bank to wire money to: United Missouri Bank of Kansas,
N.A.; ABA #10-10-00695; for Account Number 98-7060-116-8; Further
Credit: [_________ Fund]. The shareholder's name and account number
must be specified in the wire.

* SYSTEMATIC INVESTMENT PLAN -- If you have a checking or savings account
with certain banks, you may purchase Adviser Class Shares automatically
through regular deductions from your account. Please call
1-800-224-6312 for information regarding participating banks. With
minimum initial purchase amounts and a minimum preauthorized investment
amount of $100, you may begin regularly scheduled investments once a
month.

NET ASSET VALUE

NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund.

* HOW FUND PRICES ARE CALCULATED -- The price per share (the offering
price) will be the net asset value per share (NAV) next determined
after the

<PAGE>

Funds receive your purchase order. The Funds' NAV is calculated once
each Business Day at the regularly-scheduled close of normal trading on
the New York Stock Exchange (normally, 4:00 p.m. Eastern time). So, for
you to want to receive the current Business Day's NAV, generally we
must receive your purchase order before 4:00 p.m. Eastern time.

In calculating NAV, each Fund generally values its investment portfolio
at market price. If market prices are unavailable or we think that they
are unreliable, fair value prices may be determined in good faith using
methods approved by the Board of Trustees. Some Funds may hold
portfolio securities that are listed on foreign exchanges. These
securities may trade on weekends or other days when the Funds do not
calculate NAV. As a result, the value of these investments may change
on days when you cannot purchase or sell Fund shares.

ADDITIONAL INFORMATION

You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Fund shares for customers. If you invest
through an authorized institution, you will have to follow its procedures, which
may be different from the procedures for its services, in addition to the fees
charged by the Funds. You will also generally have to address your
correspondence or questions regarding the Funds to your institution.

We may reject any purchase order if we determine that accepting the order would
not be in the best interests of the Funds or their shareholders.

FOR CUSTOMERS OF FINANCIAL INSTITUTIONS

If you purchase, sell or exchange Fund shares through a financial institution
(rather than directly from us), you may have to transmit your purchase, sale and
exchange requests to your financial institution at an earlier time for your
transaction to become effective that day. This allows the financial institution
time to process your request and transmit it to us. For more information about
how to purchase, sell or exchange Fund shares through your financial
institution, you should contact your financial institution directly.

PURCHASING ADDITIONAL SHARES

* BY MAIL -- Please send your check payable to Turner Funds along with a
signed letter stating the name of the Turner Fund and your account
number.

* BY PHONE -- Current shareholders are eligible to purchase shares by
phone if they have requested that privileges by checking the
appropriate box on the New Account Application. Shareholders who have
requested telephone privileges can call 800-224-6312 (option 3) and
giving the fund and account number you would like to make a subsequent
purchase into. You must then instruct your bank to wire the money by
following the instructions listed on page 15.

SELLING TURNER FUND SHARES

If you own shares directly, you may sell your shares on any Business Day by
contacting us directly by mail or telephone. You may also sell your shares by
contacting your financial institution by mail or telephone.

<PAGE>

Holders of Adviser or Institutional Class Shares may sell shares by following
procedures established when they opened their account or accounts. If you have
questions, call 1-800-224-6312. If you own shares through an account with a
broker or other institution, contact that broker or institution to sell your
shares. If you would like to sell $50,000 or more of your shares, please notify
us in writing and include a signature guarantee.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although we have certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, we are not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with us over the telephone, you will
generally bear the risk of any loss.

The sale price of each share will be the next NAV determined after we receive
your request.

SIGNATURE GUARANTEES

A signature guarantee is a widely accepted way to protect shareholders by
verifying the signature in certain circumstances including, (1) written requests
for redemptions in excess of $50,000; (2) all written requests to wire
redemption proceeds to a bank other than the bank previously designated on the
account application; and (3) redemption requests that provide that the
redemption proceeds should be sent to an address other than the address of
record or to a person other than the registered shareholder(s) for the account.
Signature guarantees can be obtained from any of the following institutions: a
national or state bank, a trust company, a federal savings and loan association,
or a broker-dealer that is a member of a national securities exchange. A
notarized signature is not sufficient.

* BY MAIL -- Shareholders wishing to redeem shares of the
Turner Funds should send us a letter with your name, fund
and account number and the amount of your request. All
letters must be signed by the owner(s) of the account. All
proceeds will be mailed or wired (depending on instructions
given) to the address or instructions given to us when the
account was established. If you would like the proceeds sent
to either a different bank account or address a signature
guarantee is required.

* BY PHONE -- When filling out your New Account Application shareholders
are the opportunity to establish telephone redemption privileges. If
you elect to take advantage of this privilege you will be able to
redeem shares of the Turner Funds by calling 800-224-6312 (option 3)
and informing one of our representatives.

* SYSTEMATIC WITHDRAWAL PLAN -- IF YOU HAVE AT LEAST $2,500 IN YOUR
ACCOUNT, YOU MAY USE THE SYSTEMATIC WITHDRAWAL PLAN. Under the plan you
may arrange monthly, quarterly, semi-annual or annual automatic
withdrawals of at least $100 from any Fund. The proceeds of each
withdrawal will be mailed to you by check or, if you have an account
with certain banks, electronically transferred to your account. Please
call 1-800-224-6312 for information regarding banks that participate in
the Systematic Withdrawal Plan.

* REDEMPTIONS IN KIND -- The Funds generally pay sale (redemption)
proceeds in cash. However, under unusual conditions that make the
payment of cash unwise (and for the protection of the Funds' remaining
shareholders) the Funds might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). Although it is highly unlikely
that your shares would ever be redeemed in kind, you would probably
have to pay brokerage costs to sell the securities distributed to you,
as well as taxes on any capital gains from the sale as with any
redemption.

* SUSPENSION OF YOUR RIGHT TO SELL SHARES -- The Funds may suspend your
right to sell your shares if the NYSE (or the U.S. bond markets in the
case of the Turner Short Duration Government Funds - Three Year
Portfolio) restricts trading, the SEC declares an emergency or for
other reasons. More information about this is in the Funds' Statement
of Additional Information (SAI).

<PAGE>

* INVOLUNTARY SALES OF YOUR SHARES -- If your account balance drops below
the required minimum of $1,000, you may be required to sell your
shares. You will always be given at least 60 days' written notice to
give you time to add to your account and avoid selling your shares.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within three Business Days after we
receive your request, but it may take up to seven days. Your proceeds can be
wired to your bank account (subject to a $10 wire fee) or sent to you by check.
IF YOU RECENTLY PURCHASED YOUR SHARES BY CHECK OR THROUGH ACH, REDEMPTION
PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO
15 DAYS FROM THE DATE OF PURCHASE).

EXCHANGING FUND SHARES

HOW TO EXCHANGE YOUR SHARES

You may exchange your shares on any Business Day by contacting us directly by
mail or telephone. You may also exchange shares through your financial
institution by mail or telephone. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR
THROUGH ACH, YOU MAY NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS
CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM THE DATE OF PURCHASE). This exchange
privilege may be changed or canceled at any time upon 60 days' notice.

EXCHANGES

When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after we receive your exchange request.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Funds.
SIDCo. receives no compensation for distributing the Funds' shares.

<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Turner Focused Large Cap Equity, Turner Top 20, Turner Technology and Turner
International Growth Funds distribute their investment income at least once
annually as a dividend to shareholders. The Funds make distributions of capital
gains, if any, at least annually.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify us in writing prior to the date of the distribution. Your election
will be effective for dividends and distributions paid after the Funds receive
your written notice. To cancel your election, simply send us written notice.

THE "RECORD DATE"

If you own Fund shares on a Fund's record date, you will be entitled to receive
the distribution.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Funds and their shareholders. This summary is based on current
tax laws, which may change.

Each Fund will distribute substantially all of its investment income and capital
gains, if any. The dividends and distributions you receive may be subject to
federal, state and local taxation, depending upon your tax situation.
Capital gains distributions may be taxable at different rates depending on the
length of time a Fund holds its portfolio securities. EACH SALE OR EXCHANGE OF
FUND SHARES IS A TAXABLE EVENT.

Certain Funds may be able to pass along a tax credit for foreign income taxes
they pay. The Funds will notify you if they give you the credit.

FUND DISTRIBUTIONS

Distributions you receive from a Fund may be taxable whether or not you reinvest
them.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

<PAGE>

- ---------------------------
TIP FUNDS
- ---------------------------

INVESTMENT ADVISER

TURNER INVESTMENT PARTNERS, INC.
1235 WESTLAKES DRIVE
SUITE 350
BERWYN, PENNSYLVANIA 19312

DISTRIBUTOR

SEI INVESTMENTS DISTRIBUTION CO.

LEGAL COUNSEL

MORGAN, LEWIS & BOCKIUS LLP

More information about Turner Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)
- --------------------------------------------------------------------------------

The SAI dated June 21, 1999, includes more detailed information about TIP Funds.
The SAI is on file with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS
- --------------------------------------------------------------------------------

These reports list the Funds' holdings and contain information from the Funds'
managers about strategies and recent market conditions and trends. The reports
also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call 1-800-224-6312.
BY MAIL: Write to Turner Funds at:
P.O. Box 419805
Kansas City, MO 64141-6805

BY INTERNET: http://www.turner-invest.com

FROM THE SEC: You can also obtain the SAI or the Annual or Semi-Annual Reports,
as well as other information about TIP Funds, from the SEC's website
("http://www.sec.gov"). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-800-SEC-0330). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-6009.

The Funds' Investment Company Act registration number is 811-07527.

<PAGE>

TIP FUNDS

TURNER LARGE CAP 20 FUND
TURNER TOP 20 FUND
TURNER TECHNOLOGY FUND
TURNER INTERNATIONAL GROWTH FUND

INVESTMENT ADVISER:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Turner Focused Large Cap Equity Fund ("Focused Fund"), Turner Top 20 Fund
("Top 20 Fund"), Turner Technology Fund ("Technology Fund"), and the Turner
International Growth Fund ("International Fund") (each a "Fund" and, together,
the "Funds"). It is intended to provide additional information regarding the
activities and operations of the TIP Funds (the "Trust") and should be read in
conjunction with the Funds' Prospectus dated June 21, 1999. The Prospectus may
be obtained without charge by calling 1-800-224-6312.

TABLE OF CONTENTS

THE TRUST ....................................................................S-
INVESTMENT OBJECTIVES.........................................................S-
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.........................S-
INVESTMENT LIMITATIONS........................................................S-
THE ADVISER...................................................................S-
THE ADMINISTRATOR.............................................................S-
DISTRIBUTION AND SHAREHOLDER SERVICES.........................................S-
TRUSTEES AND OFFICERS OF THE TRUST............................................S-
COMPUTATION OF YIELD AND TOTAL RETURN.........................................S-
PURCHASE AND REDEMPTION OF SHARES.............................................S-
DETERMINATION OF NET ASSET VALUE..............................................S-
TAXES.........................................................................S-
PORTFOLIO TRANSACTIONS........................................................S-
DESCRIPTION OF SHARES.........................................................S-
SHAREHOLDER LIABILITY.........................................................S-
LIMITATION OF TRUSTEES' LIABILITY.............................................S-
5% SHAREHOLDERS...............................................................S-
CUSTODIAN.....................................................................S-
LEGAL COUNSEL.................................................................S-
APPENDIX.....................................................................A-1

June 21, 1999

S-1

<PAGE>

THE TRUST

This Statement of Additional Information relates only to the Turner Focused
Large Cap Equity Fund ("Focused Fund"), Turner Top 20 Fund ("Top 20 Fund"),
Turner Technology Fund ("Technology Fund"), and the Turner International Growth
Fund ("International Fund")(each a "Fund" and, together, the "Funds"). Each Fund
is a separate series of the TIP Funds (formerly, Turner Funds) (the "Trust"), an
open-end management investment company established as a Massachusetts business
trust under a Declaration of Trust dated January 26, 1996, and amended on
February 21, 1997, which consists of both diversified and non-diversified Funds.
The Declaration of Trust permits the Trust to offer separate series
("portfolios") of shares of beneficial interest ("shares"). Each portfolio is a
separate mutual fund, and each share of each portfolio represents an equal
proportionate interest in that portfolio. See "Description of Shares."

INVESTMENT OBJECTIVES

TURNER FOCUSED LARGE CAP EQUITY FUND -- The Focused Large Cap Equity Fund seeks
long-term appreciation.

TURNER TOP 20 FUND -- The Top 20 Fund seeks long-term appreciation.

TURNER TECHNOLOGY FUND -- The Technology Fund seeks long-term appreciation.

TURNER INTERNATIONAL GROWTH FUND -- The International Growth Fund seeks
long-term appreciation.

There can be no assurance that any Fund will achieve its investment objective.

INVESTMENT POLICIES

TURNER FOCUSED LARGE CAP EQUITY FUND--The Focused Fund invests primarily (and,
under normal conditions, at least 80% of its total assets) in a portfolio of
common stocks of issuers that, at the time of purchase, have market
capitalizations in excess of $5 billion that Turner Investment Partners, Inc.
(the "Adviser"), believes to have strong earnings growth potential. Any
remaining assets may be invested in securities issued by smaller capitalization
companies, warrants and rights to purchase common stocks, convertible and
preferred stocks, and in American Depository Receipts ("ADRs"). The Fund will
generally purchase securities that are traded on registered exchanges or the
over-the-counter market in the United States. The Fund may also purchase shares
of other investment companies and foreign securities. The Fund's overall
portfolio will contain a total of 15-30 stocks of Turner's best large
capitalization ideas.

TURNER TOP 20 FUND--The Top 20 Fund invests primarily (and, under normal
conditions, at least 80% of its total assets) in a portfolio of common stocks of
issuers with a variety of sectors and market capitalizations that the Adviser
believes to have strong earnings growth potential. Any

S-2

<PAGE>

remaining assets may be invested in warrants and rights to purchase common
stocks, convertible and preferred stocks, and ADRs. The Fund will generally
purchase securities that are traded on registered exchanges or the
over-the-counter market in the United States. The Fund may also purchase shares
of other investment companies and foreign securities.

TURNER TECHNOLOGY FUND -- The Technology Fund invests primarily (and, under
normal conditions, at least 80% of its total assets) in a portfolio of common
stocks of technology companies. The Fund may invest in warrants and rights to
purchase common stocks, convertible and preferred stocks, stocks of foreign
issuers and ADRs.

The Fund invests in dynamic, publicly-traded technology companies. These
emerging growth companies are typically in the early stages of a long-term
development cycle. In many cases, these companies offer unique products,
services or technologies and often serve special or expanding market niches.
Because of their small size and less frequent trading activity, the small
technology companies represented in the Fund's portfolio may be overlooked or
not closely followed by investors. Accordingly, their prices may rise either as
a result of improved business fundamentals, particularly when earnings grow
faster than general expectations, or as more investors appreciate the full
extent of a company's underlying business potential. Most of the technology
companies that the Fund will invest in will be located in the U.S.

The Fund's share price can move up and down significantly, even over short
periods of time, due to the volatile nature of many technology stocks. To manage
risk and improve liquidity, Turner expects to invest in numerous publicly traded
companies, representing a broad cross-section of U.S.
and foreign technology companies.

TURNER INTERNATIONAL GROWTH FUND -- The International Fund seeks to provide
long-term capital appreciation by investing primarily in a diversified portfolio
of ADRs and equity securities of non-U.S. issuers.

Under normal circumstances, at least 80% of the International Growth Fund's
assets will be invested in ADRs and equity securities of non-U.S. issuers
located in at least three countries other than the United States. Most of the
securities that the Fund will invest in will be located in Europe and other
developed foreign countries.

Certain securities of non-U.S. issuers purchased by the Fund will be listed on
recognized foreign exchanges, but securities generally will be purchased in
over-the-counter markets, on U.S.-registered exchanges, or in the form of
sponsored or unsponsored ADRs traded on registered exchanges or NASDAQ, or
sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental
Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Fund
expects its investments to emphasize large, intermediate and small
capitalization companies.

The Fund may also invest in warrants and rights to purchase common stocks,
convertible and preferred stocks, and securities of other investment companies.
Although permitted to do so, the

S-3

<PAGE>

Fund does not currently intend to invest in securities issued by passive foreign
investment companies or to engage in securities lending.

GENERAL INVESTMENT POLICIES

Each Fund may purchase securities on a when-issued basis and borrow money.

Each Fund may enter into futures and options transactions.

Each Fund may invest up to 15% of its net assets in illiquid securities.

Each Fund may lend its securities to qualified borrowers.

Each Fund may purchase REITs.

Each Fund may enter into repurchase agreements.

Each Fund may purchase fixed income securities, including variable and floating
rate instruments and zero coupon securities.

Each Fund may purchase Rule 144A securities and other restricted securities.

Each Fund may purchase obligations of supranational entities.

Each Fund may, for temporary defensive purposes, invest up to 100% of its total
assets in U.S. and foreign money market instruments (including U.S. Government
securities, bank obligations, commercial paper rated in the highest rating
category by an NRSRO, repurchase agreements involving the foregoing securities),
shares of money market investment companies and cash.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

AMERICAN DEPOSITARY RECEIPTS ("ADRS")

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
may be available through "sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the security underlying the
receipt and a depositary, whereas an unsponsored facility may be established by
a depositary without participation by the issuer of the underlying security.
While the Funds typically invest in sponsored ADRs, joint arrangements between
the issuer and the depository, some ADRs may be unsponsored. Unlike sponsored
ADRs, the holders of unsponsored depositary receipts generally bear all
expenses. The depositary of an unsponsored facility frequently is under no
obligation to distribute shareholder

S-4

<PAGE>

communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities.

BORROWING

The Funds may borrow money equal to 5% of their total assets for temporary
purposes to meet redemptions or to pay dividends. Borrowing may exaggerate
changes in the net asset value of a Fund's shares and in the return on the
Fund's portfolio. Although the principal of any borrowing will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
The Funds may be required to liquidate portfolio securities at a time when it
would be disadvantageous to do so in order to make payments with respect to any
borrowing. The Funds may be required to segregate liquid assets in an amount
sufficient to meet their obligations in connection with such borrowings. In an
interest rate arbitrage transaction, a Fund borrows money at one interest rate
and lends the proceeds at another, higher interest rate. These transactions
involve a number of risks, including the risk that the borrower will fail or
otherwise become insolvent or that there will be a significant change in
prevailing interest rates.

CONVERTIBLE SECURITIES

Convertible securities are corporate securities that are exchangeable for a set
number of another security at a prestated price. Convertible securities
typically have characteristics of both fixed income and equity securities.
Because of the conversion feature, the market value of a convertible security
tends to move with the market value of the underlying stock. The value of a
convertible security is also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions.

DERIVATIVES

Derivatives are securities that derive their value from other securities,
financial instruments or indices. The following are considered derivative
securities: options on futures, futures, options (e.g., puts and calls), swap
agreements, mortgage-backed securities (e.g., CMOs, REMICs, IOs and POs), when
issued securities and forward commitments, floating and variable rate
securities, convertible securities, "stripped" U.S. Treasury securities (e.g.,
Receipts and STRIPs), privately issued stripped securities (e.g., TGRs, TRs, and
CATs). See elsewhere in the "Description of Permitted Investments" for
discussions of these various instruments.

EQUITY SECURITIES

Equity securities include common stocks, preferred stocks, warrants, rights to
acquire common or preferred stocks, and securities convertible into or
exchangeable for common stocks. Investments in equity securities in general are
subject to market risks that may cause their prices to fluctuate over time. The
value of securities convertible into equity securities, such as warrants or
convertible debt, is also affected by prevailing interest rates, the credit
quality of the issuer and any call provision.

S-5

<PAGE>

Fluctuations in the value of equity securities in which an equity Fund invests
will cause the net asset value of the Fund to fluctuate. An investment in an
equity Fund may be more suitable for long-term investors who can bear the risk
of short-term principal fluctuations.

FIXED INCOME SECURITIES

The market value of fixed income investments will change in response to interest
rate changes and other factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally rise. Conversely, during
periods of rising interest rates, the values of such securities generally
decline. Moreover, while securities with longer maturities tend to produce
higher yields, the prices of longer maturity securities are also subject to
greater market fluctuations as a result of changes in interest rates. Changes by
recognized agencies in the rating of any fixed income security and in the
ability of an issuer to make payments of interest and principal also affect the
value of these investments. Changes in the value of these securities will not
necessarily affect cash income derived from these securities, but will affect
the investing Fund's net asset value.

Investment grade bonds include securities rated BBB by S&P or Baa by Moody's,
which may be regarded as having speculative characteristics as to repayment of
principal. If a security is downgraded, the Adviser will review the situation
and take appropriate action.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option. A
Fund may use futures contracts and related options for BONA FIDE hedging
purposes, to offset changes in the value of securities held or expected to be
acquired or be disposed of, to minimize fluctuations in foreign currencies, or
to gain exposure to a particular market or instrument. A Fund will minimize the
risk that it will be unable to close out a futures contract by only entering
into futures contracts which are traded on national futures exchanges. In
addition, a Fund will only sell covered futures contracts and options on futures
contracts.

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges. Stock and bond index
futures contracts obligate the seller to deliver (and the purchaser to take) an
amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock or bond index at the close of the last trading day
of the contract and the price at which the agreement is made.

Stock and bond index futures contracts are bilateral agreements pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock or bond index
value at the close of trading of the contract and the price at which

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<PAGE>

the futures contract is originally struck. No physical delivery of the stocks or
bonds comprising the Index is made; generally contracts are closed out prior to
the expiration date of the contracts.

No price is paid upon entering into futures contracts. Instead, a Fund would be
required to deposit an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation margin," to and from
the broker, would be made on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The margin is in the nature of
a performance bond or good-faith deposit on a futures contract.

There are risks associated with these activities, including the following: (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by the Fund and the prices of
futures and options on futures; (3) there may not be a liquid secondary market
for a futures contract or option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may restrict trading in
futures contracts and futures options.

A Fund may enter into futures contracts and options on futures contracts traded
on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"),
as long as, to the extent that such transactions are not for "bona fide hedging
purposes," the aggregate initial margin and premiums on such positions
(excluding the amount by which such options are in the money) do not exceed 5%
of a Fund's net assets. A Fund may buy and sell futures contracts and related
options to manage its exposure to changing interest rates and securities prices.
Some strategies reduce a Fund's exposure to price fluctuations, while others
tend to increase its market exposure. Futures and options on futures can be
volatile instruments and involve certain risks that could negatively impact a
Fund's return.

In order to avoid leveraging and related risks, when a Fund purchases futures
contracts, it will collateralize its position by depositing an amount of cash or
liquid securities, equal to the market value of the futures positions held, less
margin deposits, in a segregated account with its custodian. Collateral equal to
the current market value of the futures position will be marked to market on a
daily basis.

ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the price at which they are being carried on the
Fund's books. Illiquid securities include demand instruments with demand notice
periods exceeding seven days, securities for which there is no active secondary
market, and repurchase agreements with maturities over seven days in length.

INVESTMENT COMPANY SHARES

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Each Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, a Fund is prohibited from acquiring the
securities of another investment company if, as a result of such acquisition:
(1) the Fund owns more than 3% of the total voting stock of the other company;
(2) securities issued by any one investment company represent more than 5% of
the Fund's total assets; or (3) securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets of the
Fund.

MONEY MARKET INSTRUMENTS

Market instruments are high-quality, dollar-denominated, short-term debt
instruments. They consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches
of foreign banks; (ii) U.S. Treasury obligations and obligations issued or
guaranteed by the agencies and instrumentalities of the U.S. Government; (iii)
high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt
obligations with a maturity of one year or less issued by corporations with
outstanding high-quality commercial paper ratings; and (v) repurchase agreements
involving any of the foregoing obligations entered into with highly-rated banks
and broker-dealers; and (vi) to the extent permitted by applicable law, shares
of other investment companies investing solely in money market instruments.

NON-DIVERSIFICATION

The Focused Large Cap Equity Fund and the Top 20 Fund are non-diversified
companies, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), which means that a relatively high percentage of assets of the
Funds may be invested in the obligations of a limited number of issuers. The
value of the shares of the Funds may be more susceptible to a single economic,
political or regulatory occurrence than the shares of a diversified investment
company would be. The Funds intend to satisfy the diversification requirements
necessary to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"), which requires that the Funds be
diversified (i.e., not invest more than 5% of their assets in the securities in
any one issuer) as to 50% of their assets.

OBLIGATIONS OF SUPRANATIONAL ENTITIES

Obligations of supranational entities are obligations of entities established
through the joint participation of several governments, such as the Asian
Development Bank, the Inter-American Development Bank, International Bank of
Reconstruction and Development (World Bank), African Development Bank, European
Economic Community, European Investment Bank and the Nordic Investment Bank.

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OPTIONS

A put option gives the purchaser of the option the right to sell, and the writer
of the option the obligation to buy, the underlying security at any time during
the option period. A call option gives the purchaser of the option the right to
buy, and the writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium paid to the writer is
the consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, a Fund may enter into a "closing
transaction," which is simply the sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened. If a Fund is unable to effect a closing purchase
transaction with respect to an option it has written, it will not be able to
sell the underlying security until the option expires or the Fund delivers the
security upon exercise.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities in its portfolio or to anticipate an increase in
the market value of securities that the Fund may seek to purchase in the future.
A Fund purchasing put and call options pays a premium therefor. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

A Fund may write covered call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make the exercise of the
option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will realized as profit the premium
received for such option. When a call option written by a Fund is exercised, the
Fund will be required to sell the underlying securities to the option holder at
the strike price, and will not participate in any increase in the price of such
securities above the strike price. When a put option written by a Fund is
exercised, the Fund will be required to purchase the underlying securities at
the strike price, which may be in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the SEC that OTC options are generally illiquid.

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A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
Custodian consisting of cash or liquid, high grade debt securities in an amount
equal to the amount the Fund would be required to pay upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the particular market represented by the index generally,
rather than the price movements in individual securities. A Fund may choose to
terminate an option position by entering into a closing transaction. The ability
of a Fund to enter into closing transactions depends upon the existence of a
liquid secondary market for such transactions.

All options written on indices must be covered. When a Fund writes an option on
an index, it will establish a segregated account containing cash or liquid
securities with its custodian in an amount at least equal to the market value of
the option and will maintain the account while the option is open or will
otherwise cover the transaction.

RISK FACTORS: Risks associated with options transactions include: (1) the
success of a hedging strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a Fund will receive a premium
when it writes covered call options, it may not participate fully in a rise in
the market value of the underlying security.

PORTFOLIO TURNOVER

An annual portfolio turnover rate in excess of 100% may result from the
Adviser's investment strategy. Portfolio turnover rates in excess of 100% may
result in higher transaction costs, including increased brokerage commissions,
and higher levels of taxable capital gain.

REITS

The Funds may invest in real estate investment trusts ("REITs"), which pool
investors' funds for investment in income producing commercial real estate or
real estate related loans or interests.

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A REIT is not taxed on income distributed to its shareholders or unitholders if
it complies with regulatory requirements relating to its organization,
ownership, assets and income, and with a regulatory requirement that it
distribute to its shareholders or unitholders at least 95% of its taxable income
for each taxable year. Generally, REITs can be classified as Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their
assets directly in real property and derive their income primarily from rents
and capital gains from appreciation realized through property sales. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
their income primarily from interest payments. Hybrid REITs combine the
characteristics of both Equity and Mortgage REITs. A shareholder in a Fund
should realize that by investing in REITs indirectly through the Fund, he or she
will bear not only his or her proportionate share of the expenses of the Fund,
but also indirectly, similar expenses of underlying REITs.

A Fund may be subject to certain risks associated with the direct investments of
the REITs. REITs may be affected by changes in the of their underlying
properties and by defaults by borrowers or tenants. Mortgage REITs may be
affected by the quality of the credit extended. Furthermore, REITs are dependent
on specialized management skills. Some REITs may have limited diversification
and may be subject to risks inherent in financing a limited number of
properties. REITs depend generally on their ability to generate cash flow to
make distributions to shareholders or unitholders, and may be subject to
defaults by borrowers and to self-liquidations. In addition, the performance of
a REIT may be affected by its failure to qualify for tax-free pass-through of
income under the Code or its failure to maintain exemption from registration
under the 1940 Act.

REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a Fund obtains a security and
simultaneously commits to return the security to the seller (a member bank of
the Federal Reserve System or primary securities dealer as recognized by the
Federal Reserve Bank of New York) at an agreed upon price (including principal
and interest) on an agreed upon date within a number of days (usually not more
than seven) from the date of purchase. The resale price reflects the purchase
price plus an agreed upon market rate of interest which is unrelated to the
coupon rate or maturity of the underlying security. A repurchase agreement
involves the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value of the underlying security.

Repurchase agreements are considered to be loans by a Fund for purposes of its
investment limitations. The repurchase agreements entered into by a Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Adviser monitors
compliance with this requirement). Under all repurchase agreements entered into
by a Fund, the Trust's Custodian or its agent must take possession of the
underlying collateral. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
sale, including accrued interest, are less than the resale price provided in the
agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, a Fund may incur delay and
costs in selling the

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underlying security or may suffer a loss of principal and interest if the Fund
is treated as an unsecured creditor and is required to return the underlying
security to the seller's estate.

RIGHTS

Rights give existing shareholders of a corporation the right, but not the
obligation, to buy shares of the corporation at a given price, usually below the
offering price, during a specified period.

RULE 144A SECURITIES

Rule 144A securities are securities exempt from registration on resale pursuant
to Rule 144A under the 1933 Act. Rule 144A securities are traded in the
institutional market pursuant to this registration exemption, and, as a result,
may not be as liquid as exchange-traded securities since they may only be resold
to certain qualified institutional investors. Due to the relatively limited size
of this institutional market, these securities may affect the Fund's liquidity
to the extent that qualified institutional buyers become, for a time,
uninterested in purchasing such securities. Nevertheless, Rule 144A securities
may be treated as liquid securities pursuant to guidelines adopted by the
Trust's Board of Trustees.

SECURITIES LENDING

In order to generate additional income, a Fund may lend its securities pursuant
to agreements requiring that the loan be continuously secured by collateral
consisting of cash or securities of the U.S. Government or its agencies equal to
at least 100% of the market value of the loaned securities. A Fund continues to
receive interest on the loaned securities while simultaneously earning interest
on the investment of cash collateral. Collateral is marked to market daily.
There may be risks of delay in recovery of the securities or even loss of rights
in the collateral should the borrower of the securities fail financially or
become insolvent.

SECURITIES OF FOREIGN ISSUERS

There are certain risks connected with investing in foreign securities. These
include risks of adverse political and economic developments (including possible
governmental seizure or nationalization of assets), the possible imposition of
exchange or currency controls or other governmental restrictions, less
uniformity in accounting and reporting requirements, the possibility that there
will be less information on such securities and their issuers available to the
public, the difficulty of obtaining or enforcing court judgements abroad and
difficulties in effecting reparation of capital invested abroad and difficulties
in transaction settlements and the effect of delay on shareholder equity.
Foreign securities may be subject to foreign taxes, and may be less marketable
than comparable U.S. securities.

The Funds may invest in securities of foreign issuers with a strong U.S. trading
presence and in sponsored and unsponsored ADRs. Investments in the securities of
foreign issuers may subject the

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Funds to investment risks that differ in some respects from those related to
investments in securities of U.S. issuers. Foreign issuers of securities often
engage in business practices different from those of domestic issuers of similar
securities, and there may be less information publicly available about foreign
issuers. In addition, foreign issuers are, generally speaking, subject to less
government supervision and regulation than are those in the United States.
Investments in securities of foreign issuers are frequently denominated in
foreign currencies and the value of a Fund's assets measured in U.S. dollars may
be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations, and the Funds may incur costs in connection with
conversions between various currencies. Changes in foreign currency exchange
rates also may affect the value of dividends and interest earned, gains and
losses realized on the sale of securities and net investment income and gains if
any, to be distributed to shareholders by a Fund. Moreover, investments in
emerging market nations may be considered speculative, and there may be a
greater potential for nationalization, expropriation or adverse diplomatic
developments (including war) or other events which could adversely effect the
economies of such countries or investments in such countries.

SHORT SALES

A short sale is "against the box" if at all times during which the short
position is open, a Fund owns at least an equal amount of the securities or
securities convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities that are sold short.

U.S. GOVERNMENT AGENCY OBLIGATIONS

Certain Federal agencies, such as the GNMA, have been established as
instrumentalities of the United States Government to supervise and finance
certain types of activities. Issues of these agencies, while not direct
obligations of the United States Government, are either backed by the full faith
and credit of the United States (e.g., GNMA securities) or supported by the
issuing agencies' right to borrow from the Treasury. The issues of other
agencies are supported by the credit of the instrumentality (e.g., Fannie Mae
securities).

U.S. GOVERNMENT SECURITIES

U.S. Government Securities are bills, notes and bonds issued by the U.S.
Government and backed by the full faith and credit of the United States.

U.S. TREASURY OBLIGATIONS

U.S. Treasury Obligations are bills, notes and bonds issued by the U.S.
Treasury, and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
Separately Traded Registered Interested and Principal Securities ("STRIPS") and
Coupon Under Book Entry Safekeeping ("CUBES").

VARIABLE AND FLOATING RATE INSTRUMENTS

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Certain obligations may carry variable or floating rates of interest, and may
involve a conditional or unconditional demand feature. Such instruments bear
interest at rates which are not fixed, but which vary with changes in specified
market rates or indices. The interest rates on these securities may be reset
daily, weekly, quarterly or some other reset period, and may have a floor or
ceiling on interest rate changes. There is a risk that the current interest rate
on such obligations may not accurately reflect existing market interest rates. A
demand instrument with a demand notice exceeding seven days may be considered
illiquid if there is no secondary market for such security.

WARRANTS

Warrants are instruments giving holders the right, but not the obligation, to
buy equity or fixed income securities of a company at a given price during a
specified period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

When-issued or delayed delivery securities are subject to market fluctuations
due to changes in market interest rates and it is possible that the market value
at the time of settlement could be higher or lower than the purchase price if
the general level of interest rates has changed. Although a Fund generally
purchases securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its investment portfolio, a Fund
may dispose of a when-issued security or forward commitment prior to settlement
if it deems appropriate.

YEAR 2000

The Trust depends on the smooth functioning of computer systems in almost every
aspect of its business. Like other mutual funds, business and individuals around
the world, the Trust could be adversely affected if the computer systems used by
its service providers do not properly process dates on and after January 1, 2000
and distinguish between the year 2000 and the year 1900. The Trust has asked its
service providers whether they expect to have their computer systems adjusted
for the year 2000 transition, and received assurances from each that its system
is expected to accommodate the year 2000 without material adverse consequences
to the Trust. The Trust and its shareholders may experience losses if these
assurances prove to be incorrect or as a result of year 2000 computer
difficulties experienced by issuers of portfolio securities or third parties,
such as custodians, banks, broker-dealers or others with which the Trust does
business.

ZERO COUPON SECURITIES

Zero coupon obligations are debt securities that do not bear any interest, but
instead are issued at a deep discount from par. The value of a zero coupon
obligation increases over time to reflect the interest accredit. Such
obligations will not result in the payment of interest until maturity, and will
have greater price volatility than similar securities that are issued at par and
pay interest periodically.

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INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of each Fund which
cannot be changed with respect to a Fund without the consent of the holders of a
majority of that Fund's outstanding shares. The term "majority of the
outstanding shares" means the vote of (i) 67% or more of a Fund's shares present
at a meeting, if more than 50% of the outstanding shares of a Fund are present
or represented by proxy, or (ii) more than 50% of a Fund's outstanding shares,
whichever is less.

No Fund may:

1. (i) Purchase securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies or
instrumentalities and repurchase agreements involving such securities) if,
as a result, more than 5% of the total assets of the Fund would be
invested in the securities of such issuer; or (ii) acquire more than 10%
of the outstanding voting securities of any one issuer. This restriction
applies to 75% of a Fund's total assets, but does not apply to the Focused
and Top 20 Funds.

2. Purchase any securities which would cause 25% or more of the total assets
of the Fund to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry,
provided that this limitation does not apply to investments in obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities and repurchase agreements involving such securities.

3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate the Fund to purchase securities or
require the Fund to segregate assets are not considered to be borrowings.
Asset coverage of at least 300% is required for all borrowings, except
where the Fund has borrowed money for temporary purposes in amounts not
exceeding 5% of its total assets. Each Fund will not purchase securities
while its borrowings exceed 5% of its total assets.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) lend its securities.

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts; and

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(ii) commodities contracts relating to financial instruments, such as
financial futures contracts and options on such contracts.

6. Issue senior securities (as defined in the Investment Company Act of 1940
(the "1940 Act")) except as permitted by rule, regulation or order of the
Securities and Exchange Commission (the "SEC").

7. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.

8. Invest in interests in oil, gas, or other mineral exploration or
development programs and oil, gas or mineral leases.

The foregoing percentages (except with respect to the limitation on borrowing)
will apply at the time of the purchase of a security and shall not be considered
violated unless an excess or deficiency occurs immediately after or as a result
of a purchase of such security.

NON-FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies of each Fund
and may be changed with respect to a Fund by the Board of Trustees.

No Fund may:

1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Fund's fundamental limitation on borrowing.

2. Invest in companies for the purpose of exercising control.

3. Purchase securities on margin or effect short sales, except that each Fund
may (i) obtain short-term credits as necessary for the clearance of
security transactions; (ii) provide initial and variation margin payments
in connection with transactions involving futures contracts and options on
such contracts; and (iii) make short sales "against the box" or in
compliance with the SEC's position regarding the asset segregation
requirements imposed by Section 18 of the 1940 Act.

4. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

5. Purchase or hold illiquid securities, i.e., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its net
assets would be invested in illiquid securities.

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THE ADVISER

Turner Investment Partners, Inc.,1235 Westlakes Drive, Suite 350, Berwyn,
Pennsylvania 19312, is a professional investment management firm founded in
March, 1990. Robert E. Turner is the Chairman and controlling shareholder of the
Adviser. As of March 31, 1999, the Adviser had discretionary management
authority with respect to approximately $3.3 billion of assets. The Adviser has
provided investment advisory services to investment companies since 1992.

The Adviser serves as the investment adviser for each Fund under an investment
advisory agreement (the "Advisory Agreement"). Under the Advisory Agreement, the
Adviser makes the investment decisions for the assets of each Fund and
continuously reviews, supervises and administers each Fund's investment program,
subject to the supervision of, and policies established by, the Trustees of the
Trust.

The Advisory Agreement provides that the Adviser shall not be protected against
any liability to the Trust or its shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of any Fund (including amounts payable to the Adviser but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by any state in which the shares of the Fund are
registered, the Adviser will bear the amount of such excess. The Adviser will
not be required to bear expenses of any Fund to an extent which would result in
the Fund's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code of 1986, as amended (the "Code").

The continuance of the Advisory Agreement as to any Fund after the first two
years must be specifically approved at least annually (i) by the vote of the
Trustees or by a vote of the shareholders of that Fund, and (ii) by the vote of
a majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. The Advisory Agreement will
terminate automatically in the event of its assignment, and is terminable at any
time without penalty by the Trustees of the Trust or, with respect to any Fund,
by a majority of the outstanding shares of that Fund, on not less than 30 days'
nor more than 60 days' written notice to the Adviser, or by the Adviser on 90
days' written notice to the Trust.

As described in the prospectus, each Fund is subject to base investment advisory
fees that may be adjusted if a Fund out- or under-performs a stated benchmark.
Set forth below is information about each Fund's advisory fee arrangements:

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- --------------------------------------------------------------------------------------------------------------------
FUND BENCHMARK REQUIRED BASE HIGHEST LOWEST
EXCESS ADVISORY FEE POSSIBLE POSSIBLE
PERFORMANCE ADVISORY FEE ADVISORY FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Focused S&P 500 +/- 2.5% 1.00% 1.30% .70%
Large Cap Index
- --------------------------------------------------------------------------------------------------------------------
Top 20 S&P 500 +/- 2.5% 1.10% 1.50% .70%
Index
- --------------------------------------------------------------------------------------------------------------------
Technology PSE +/- 2.0% 1.10% 1.50% .70%
Technology
Index
- --------------------------------------------------------------------------------------------------------------------
International MSCI EAFE +/- 2.0% 1.00% 1.30% .70%
Growth Index
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

The performance adjustment works as follows: If the Top 20 Fund outperforms the
S&P 500 Index by more than 2.5%, Turner's advisory fees will increase from 1.10%
to 1.50%. If, however, the Fund underperforms its benchmark by 2.5%, Turner's
advisory fees would go down to .70%. These performance-based fees will only be
charged once a Fund has been in operation for at least one year, and will comply
with all applicable SEC rules.

THE ADMINISTRATOR

The Trust and SEI Investments Mutual Funds Services (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of four (4) years
after the effective date of the agreement and shall continue in effect for
successive periods of one (1) year unless terminated by either party on not less
than 90 days' prior written notice to the other party.

The continuance of the Administration Agreement must be specifically approved at
least annually (i) by the vote of a majority of the Trustees or by the vote of a
majority of the outstanding voting securities of the Fund, and (ii) by the vote
of a majority of the Trustees of the Trust who are not parties to the
Administration Agreement or an "interested person" (as that term is defined in
the 1940 Act) of any party thereto, cast in person at a meting called for the
purpose of voting on such approval. The Administration Agreement is terminable
at any time as to any Fund without penalty by the Trustees of the Trust, by a
vote of a majority of the outstanding shares of the Fund or by the Manager on
not less than 30 days' nor more than 60 days' written notice.

S-18

<PAGE>

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK
Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds(R), CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds,
Inc., PBHG Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar
Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust and TIP Funds.

DISTRIBUTION AND SHAREHOLDER SERVICES

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI Investments, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") with respect to shares of the Funds. The Distributor
receives no compensation for distribution of shares of the Funds.

The Distribution Agreement shall remain in effect for a period of two years
after the effective date of the agreement and is renewable annually. The
Distribution Agreement may be terminated by the Distributor, by a majority vote
of the Trustees who are not interested persons and have no financial interest in
the Distribution Agreement or by a majority vote of the outstanding securities
of the Trust upon not more than 60 days' written notice by either party or upon
assignment by the Distributor.

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management
services to the Trust. The Trustees and executive officers of the Trust and
their principal occupations for the last five years are set forth below. Each
may have held other positions with the named companies during that period. The
Trust pays the fees for unaffiliated Trustees.

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain

S-19

<PAGE>

officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds(R), CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The Parkstone
Group of Funds, The PBHG Funds, Inc., PBHG Advisor Funds, Inc., PBHG Insurance
Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable
Trust, TIP Funds and Alpha Select Funds, each of which is an open-end management
investment company managed by SEI Investments Mutual Funds Services or its
affiliates and, except for PBHG Advisor Funds, Inc., distributed by SEI
Investments Distribution Co.

ROBERT E. TURNER (DOB 11/26/56) - Trustee* - Chairman and Chief Investment
Officer of Turner Investment Partners, Inc. ("Turner"), since 1990. Trustee of
Alpha Select Funds.

RICHARD A. HOCKER (DOB 07/21/46) - Trustee* - CEO and Chairman of the Board of
Covenant Bank, 1988-1997. Director of Bedminister Bioconversion Corporation,
since 1988. Chief Investment Officer and Senior Vice President of Penn Capital
Management Co., Inc., since 1987.

MICHAEL E. JONES (DOB 12/24/54) - Trustee* - Senior Vice President, Investment
Adviser and Portfolio Manager with Clover Capital Management Inc., since 1984.
Principal of CCM Securities Inc.

ALFRED C. SALVATO (DOB 01/09/58) - Trustee** - Treasurer, Thomas Jefferson
University Health Care Pension Fund, since 1995, and Assistant Treasurer,
1988-1995. Trustee of Alpha Select Funds.

JANET F. SANSONE (DOB 08/11/45) - Trustee** - Self-employed consultant, since
1999. Corporate Vice President of Human Resources of Frontier Corporation
(telecommunications company), 1993-1999. Director of Education at General
Electric Corporation, 1982-1993.

JOHN T. WHOLIHAN (DOB 12/12/37) - Trustee** - Professor, Loyola Marymount
University, since 1984.

STEPHEN J. KNEELEY (DOB 02/09/63) - President and Chief Executive Officer -
Chief Operating Officer of Turner Investment Partners, Inc., since 1990.

JANET RADER ROTE (DOB 08/24/60) - Vice President and Assistant Secretary -
Director of Compliance of Turner Investment Partners, Inc., since 1992.

S-20

<PAGE>

TODD B. CIPPERMAN (DOB 02/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI, the administrator and distributor
since 1995. Associate, Dewey Ballantine, 1994-1995. Associate, Winston and
Strawn, 1991-1994.

KEVIN P. ROBINS (DOB 04/15/61) - Vice President, Assistant Secretary - Senior
Vice President, General Counsel and Assistant Secretary of SEI, Senior Vice
President, General Counsel and Secretary of the Administrator and Distributor
since 1994. Vice President and Assistant Secretary of SEI, the Administrator and
Distributor 1992-1994. Associate, Morgan, Lewis & Bockius LLP, 1988-1992.

ROBERT DELLACROCE (DOB 12/17/63) - Controller and Chief Accounting Officer -
Director, Funds Administration and Accounting of SEI since 1994. Senior Audit
Manager, Arthur Andersen LLP, 1986-1994.

JAMES R. FOGGO (DOB 6/30/64) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Associate, Paul Weiss, Rifkind, Wharton & Garrison (1998). Associate,
Baker & McKenzie (1995-1998). Associate, Battle Fowler L.L.P. (1993-1995).
Operations Manager, The Shareholder Services Group, Inc. (1986- 1990).

LYDIA A. GAVALIS (DOB 06/05/64) - Vice President and Assistant Secretary - vice
President and Assistant Secretary of the Manager and the Distributor since 1998.
Assistant General Counsel and Director of Arbitration, Philadelphia Stock
Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58) - Vice President and Assistant Secretary - Treasurer
of SEI Investments Company since 1997; Assistant Controller of Sei Investment
since 1995; Vice President of SEI Investments Company since 1991; Director of
Taxes of SEI Investments Company 1987 to 1991. Tax Manager, Arthur Anderson LLP
prior to 1987.

JOSEPH M. O'DONNELL (DOB 11/13/54) - Vice President and Assistant Secretary -
Vice President and Assistant Secretary of Adviser, the Manager and the
Distributor since 1998. Vice President and general Counsel, FPS Services, Inc.,
1993-1997. Staff Counsel and Secretary, Provident Mutual Family of Funds,
1990-1993.

LYNDA J. STRIEGEL (DOB 10/30/48) - Vice President and Assistant Secretary of the
Manager and the Distributor since 1998. Senior Asset Management counsel, Barnett
Banks, Inc. (1997-1998). Partner, Groom and Nordberg, Chartered, 1996-1997.
Associate General Counsel, Riggs Bank N.A., 1991-1995.

JAMES W. JENNINGS (DOB 01/15/37) - Secretary - Partner, Morgan, Lewis & Bockius
LLP, counsel to the Trust, Turner, the Administrator and Distributor.

S-21

<PAGE>

JOHN H. GRADY, JR. (DOB 06/01/61) - Assistant Secretary - 1701 Market Street,
Philadelphia, Pennsylvania 19103, Partner, Morgan, Lewis & Bockius LLP, Counsel
to the Trust, Turner, the Administrator and the Distributor.

EDWARD B. BAER (DOB 09/27/68) - Assistant Secretary -1701 Market Street,
Philadelphia, Pennsylvania 19103, Associate, Morgan, Lewis & Bockius LLP,
Counsel to the Trust, Turner, the Administrator and the Distributor, since 1995.
Attorney, Aquila Management Corporation, 1994.

----------------------

The following table exhibits Trustee compensation for the fiscal year ended
September 30, 1998.

- ------------------------------------------------------------------------------------------------------------------------
Aggregate Pension or Estimated Total Compensation From
Compensation From Retirement Annual Registrant and Fund
Name of Person, Registrant for the Benefits Accrued Benefits Complex Paid to Trustees
Position Fiscal Year Ended as Part of Fund Upon for the Fiscal Year Ended
September 30, 1998 Expenses Retirement September 30, 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert Turner* $0 N/A N/A $0 for service on two
Boards
- ------------------------------------------------------------------------------------------------------------------------
Richard A. Hocker* $0 N/A N/A $0 for service on one
Board
- ------------------------------------------------------------------------------------------------------------------------
Michael E. Jones* $0 N/A N/A $0 for service on one
Board
- ------------------------------------------------------------------------------------------------------------------------
Alfred C. Salvato** $8,000 N/A N/A $12,500 for service on
two Boards
- ------------------------------------------------------------------------------------------------------------------------
Janet F. Sansone** $8,000 N/A N/A $8,000 for service on one
Board
- ------------------------------------------------------------------------------------------------------------------------
John T. Wholihan** $10,233.87 N/A N/A $10,233.87 for service on
one Board
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Messrs. Robert Turner, Richard Hocker and Michael Jones are Trustees who may
be deemed to be "interested persons" of the Trust as the term is defined in the
1940 Act. The Trust pays fees only to the Trustees who are not interested
persons of the Trust. Compensation of Officers and interested persons of the
Trust is paid by the adviser or the manager.

** Member of the Audit Committee.

The Trustees and Officers of the Trust own less than 1% of the outstanding
shares of the Trust.

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Trust may advertise yield and total return of the Funds.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made concerning actual
future yields or returns. The yield of a Fund refers to the annualized income
generated by an investment in the Fund over a specified 30-

S-22

<PAGE>

day period. The yield is calculated by assuming that the income generated by the
investment during that 30- day period is generated in each period over one year
and is shown as a percentage of the investment. In particular, yield will be
calculated according to the following formula:

Yield = 2[((a-b)/cd + 1)6 - 1] where a = dividends and interest earned during
the period; b = expenses accrued for the period (net of reimbursement); c = the
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

The total return of a Fund refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including but not limited
to, the period from which the Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each
period. In particular, total return will be calculated according to the
following formula: P (1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value, as of the end of the designated time period, of a hypothetical
$1,000 payment made at the beginning of the designated time period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Transfer Agent on days when
the New York Stock Exchange is open for business. Currently, the weekdays on
which the Fund is closed for business are: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Shares of each Fund are offered on a
continuous basis.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by a Fund in lieu
of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of any Fund for any period during
which the New York Stock Exchange, the Adviser, the Administrator, the Transfer
Agent and/or the Custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The securities of each Fund are valued by the Administrator. The Administrator
may use an independent pricing service to obtain valuations of securities. The
pricing service relies

S-23

<PAGE>

primarily on prices of actual market transactions as well as on trade quotations
obtained from third parties. However, the pricing service may use a matrix
system to determine valuations of fixed income securities. This system considers
such factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at valuations. The
procedures used by the pricing service and its valuation are reviewed by the
officers of the Trust under the general supervision of the Trustees.

If there is no readily ascertainable market value for a security, the
Administrator will make a good faith determination as to the "fair value" of the
security.

Some Funds may hold portfolio securities that are listed on foreign exchanges.
These securities may trade on weekends or other days when the Funds do not
calculate NAV. As a result, the value of these investments may change on days
when you cannot purchase or sell Fund shares.

Securities with remaining maturities of 60 days or less will be valued by the
amortized cost method, which involves valuing a security at its cost on the date
of purchase and thereafter (absent unusual circumstances) assuming a constant
amortization of maturity of any discount or premium, regardless of the impact of
fluctuations in general market rates of interest on the value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by this method, is higher or lower than the
price the Trust would receive if it sold the instrument.

TAXES

The following is only a summary of certain tax considerations generally
affecting the Funds and their shareholders, and is not intended as a substitute
for careful tax planning. Shareholders are urged to consult their tax advisors
with specific reference to their own tax situations, including their state and
local tax liabilities.

FEDERAL INCOME TAX

The following is only a summary of certain additional federal tax considerations
generally affecting the Funds and their shareholders that are not discussed in
the Funds' Prospectus. No attempt is made to present a detailed explanation of
the federal, state or local tax treatment of the Funds or their shareholders and
the discussion here and in the Funds' Prospectus is not intended as a substitute
for careful tax planning.

The discussion of federal income tax consequences is based on the Internal
Revenue Code of 1986 (the "Code") and the regulations issued thereunder as in
effect on the date of this Statement of Additional Information. New legislation,
as well as administrative changes or court decisions, may significantly change
the conclusions expressed herein, and may have a retroactive effect with respect
to the transactions contemplated herein.

S-24

<PAGE>

Each Fund intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code. By following such a policy, each Fund
expects to eliminate or reduce to a nominal amount the federal taxes to which it
may be subject.

In order to qualify for treatment as a RIC under the Code, each Fund must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Fund's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock or securities, or certain other income (including
gains from options, futures or forward contracts); (ii) at the close of each
quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RICs and other securities, with such other securities
limited, in respect to any one issuer, to an amount that does not exceed 5% of
the value of the Fund's assets and that does not represent more than 10% of the
outstanding voting securities of such issuer; and (iii) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RICs) of any one issuer, or of two or more issuers which are
engaged in the same, similar or related trades or business if the Fund owns at
least 20% of the voting power of such issuer.

Notwithstanding the Distribution Requirement described above, which requires
only that the Fund distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Funds will be subject to a nondeductible 4% federal excise tax to the extent it
fails to distribute by the end of any calendar year 98% of its ordinary income
for that year and 98% of its capital gain net income (the excess of short- and
long-term capital gains over short-and long-term capital losses) for the
one-year period ending on October 31 of that year, plus certain other amounts.

Each Fund intends to make sufficient distributions to avoid liability for the
federal excise tax. A Fund may in certain circumstances be required to liquidate
Fund investments in order to make sufficient distributions to avoid federal
excise tax liability at a time when the investment advisor might not otherwise
have chosen to do so, and liquidation of investments in such circumstances may
affect the ability of a Fund to satisfy the requirements for qualification as a
RIC.

Any gain or loss recognized on a sale, exchange or redemption of shares of a
Fund by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than twelve months, and otherwise will be treated
as short-term capital gain or loss. However, if shares on which a shareholder
has received a net capital gain distribution are subsequently sold, exchanged or
redeemed and such shares have been held for six months or less, any loss
recognized will be

S-25

<PAGE>

treated as a long-term capital loss to the extent of the net capital gain
distribution. Long-term capital gains are currently taxed at a maximum rate of
20% and short-term capital gains are currently taxed at ordinary income tax
rates.

In certain cases, a Fund will be required to withhold, and remit to the United
States Treasury, 31% of any distributions paid to a shareholder who (1) has
failed to provide a correct taxpayer identification number, (2) is subject to
backup withholding by the Internal Revenue Service, or (3) has not certified to
that Fund that such shareholder is not subject to backup withholding.

If any Fund fails to qualify as a RIC for any taxable year, it will be taxable
at regular corporate rates. In such an event, all distributions (including
capital gains distributions) will be taxable as ordinary dividends to the extent
of the Fund's current and accumulated earnings and profits, and such
distributions may generally be eligible for the corporate dividends-received
deduction.

The Funds may, in certain circumstances involving tax-free reorganizations,
accept securities that are appropriate investments as payment for Fund shares
(an "In-Kind Purchase"). An In-Kind Purchase may result in adverse tax
consequences under certain circumstances to either the investors transferring
securities for shares (an "In-Kind Investors") or to investors who acquire
shares of the Fund after a transfer ("new shareholders"). As a result of an
In-Kind Purchase, the Funds may acquire securities that have appreciated in
value or depreciated in value from the date they were acquired. If appreciated
securities were to be sold after an In-Kind Purchase, the amount of the gain
would be taxable to new shareholders as well as to In-Kind Investors. The effect
of this for new shareholders would be to tax them on a distribution that
represents a return of the purchase price of their shares rather than an
increase in the value of their investment. The effect on In-Kind Investors would
be to reduce their potential liability for tax on capital gains by spreading it
over a larger asset base. The opposite may occur if the Funds acquire securities
having an unrealized capital loss. In that case, In-Kind Investors will be
unable to utilize the loss to offset gains, but, because an In-Kind Purchase
will not result in any gains, the inability of In-Kind Investors to utilize
unrealized losses will have no immediate tax effect. For new shareholders, to
the extent that unrealized losses are realized by the Funds, new shareholders
may benefit by any reduction in net tax liability attributable to the losses.
The Adviser cannot predict whether securities acquired in any In-Kind Purchase
will have unrealized gains or losses on the date of the In-Kind Purchase.
Consistent with its duties as investment adviser, the Adviser will, however,
take tax consequences to investors into account when making decisions to sell
portfolio assets, including the impact of realized capital gains on shareholders
of the Funds.

The Funds may use a tax management technique known as "highest in, first out."
Using this technique, the portfolio holdings that have experienced the smallest
gain or largest loss are sold first in an effort to minimize capital gains and
enhance after-tax returns.

S-26

<PAGE>

STATE TAXES

No Fund is liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by any Fund to
shareholders and the ownership of shares may be subject to state and local
taxes.

PORTFOLIO TRANSACTIONS

The Adviser is authorized to select brokers and dealers to effect securities
transactions for the Funds. The Adviser will seek to obtain the most favorable
net results by taking into account various factors, including price, commission,
if any, size of the transactions and difficulty of executions, the firm's
general execution and operational facilities and the firm's risk in positioning
the securities involved. While the Adviser generally seeks reasonably
competitive spreads or commissions, a Fund will not necessarily be paying the
lowest spread or commission available. The Adviser seeks to select brokers or
dealers that offer a Fund best price and execution or other services which are
of benefit to the Fund.

The Adviser may, consistent with the interests of the Funds, select brokers on
the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in lieu of the services required to
be performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, a Fund or other accounts managed by the Adviser will be benefitted
by supplemental research services, the Adviser is authorized to pay brokerage
commissions to a broker furnishing such services which are in excess of
commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to a Fund or account generating the brokerage, and there can be no
guarantee that the Adviser will find all of such services of value in advising
that Fund.

It is expected that the Funds may execute brokerage or other agency transactions
through the Distributor, which is a registered broker-dealer, for a commission
in conformity with the 1940 Act, the Securities Exchange Act of 1934 and rules
promulgated by the SEC. Under these provisions, the Distributor is permitted to
receive and retain compensation for effecting portfolio transactions for a Fund
on an exchange if a written contract is in effect between the Trust and the
Distributor expressly permitting the Distributor to receive and retain such
compensation. These

S-27

<PAGE>

rules further require that commissions paid to the Distributor by a Fund for
exchange transactions not exceed "usual and customary" brokerage commissions.
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees, including
those who are not "interested persons" of the Trust, have adopted procedures for
evaluating the reasonableness of commissions paid to the Distributor and will
review these procedures periodically.

Because no Fund markets its shares through intermediary brokers or dealers, it
is not the Funds' practice to allocate brokerage or principal business on the
basis of sales of its shares which may be made through such firms. However, the
Adviser may place portfolio orders with qualified broker-dealers who recommend a
Fund's shares to clients, and may, when a number of brokers and dealers can
provide best net results on a particular transaction, consider such
recommendations by a broker or dealer in selecting among broker-dealers.

DESCRIPTION OF SHARES

Each share of the Turner Large Cap Growth Equity Fund, Turner Growth Equity
Fund, Turner Midcap Growth Equity Fund, Turner Small Cap Growth Fund, Turner
Micro Cap Growth Fund, Turner Short Duration Government Funds - Three Year
Portfolio, TIP Target Select Equity Fund, Turner Fixed Income Fund, Turner
Focused Large Cap Equity Fund, Turner Top 20 Fund, Turner Technology Fund,
Turner International Growth Fund, Clover Small Cap Value Fund, Clover Equity
Value Fund, Clover Max Cap Value Fund, Clover Fixed Income Fund, Penn Capital
Select Financial Services Fund, Penn Capital Value Plus Fund and the Penn
Capital Strategic High Yield Bond Fund (each a "Fund," and together the "Funds")
held entitles the Shareholder of record to one vote for each dollar invested. In
other words, each shareholder of record is entitled to one vote for each dollar
of net asset value of the shares held on the record date for the meeting. Shares
issued by each Fund have no preemptive, conversion, or subscription rights. Each
whole share shall be entitled to one vote and each fractional share shall be
entitled to a proportionate fractional vote. Each Fund, as a separate series of
the Trust, votes separately on matters affecting only that Fund. Voting rights
are not cumulative. As a Massachusetts business trust, the Trust is not required
to hold annual meetings of Shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election of Trustees under
certain circumstances.

In addition, a Trustee may be removed by the remaining Trustees or by
Shareholders at a special meeting called upon written request of Shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the Shareholders requesting the meeting.

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents an
equal proportionate interest in that

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<PAGE>

portfolio with each other share. Shares are entitled upon liquidation to a pro
rata share in the net assets of the portfolio. Shareholders have no preemptive
rights. All consideration received by the Trust for shares of any portfolio and
all assets in which such consideration is invested would belong to that
portfolio and would be subject to the liabilities related thereto. Share
certificates representing shares will not be issued.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Trust, and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

CUSTODIAN

First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101 acts as the custodian (the "Custodian") of the
Trust. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940, as amended (the "1940 Act").

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, serves as counsel to the Trust.

S-29

<PAGE>

APPENDIX

The following descriptions are summaries of published ratings.

DESCRIPTION OF CORPORATE BOND RATINGS

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA by S&P also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and differs from AAA issues only in
small degree. Debt rated A by S&P has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.

Bonds rated BBB by S&P are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Bonds rated Aaa by Moody's are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged". Interest payments are protected by a large, or an exceptionally stable,
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Bonds rated Aa by Moody's are
judged by Moody's to be of high quality by all standards. Together with bonds
rated Aaa, they comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than in Aaa securities.

Bonds rated A by Moody's possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. Debt rated
Baa by Moody's is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

Fitch uses plus and minus signs with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the AAA category. Bonds rated AAA by Fitch are considered to be
investment grade and of the highest credit

A-1

<PAGE>

quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events. Bonds rated AA by Fitch are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated AAA.
Because bonds rated in the AAA and AA categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated F-1+. Bonds rated A by Fitch are considered to be investment
grade and of high credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds with higher
ratings. Bonds rated BBB by Fitch are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

Bonds rated AAA by Duff are judged by Duff to be of the highest credit quality,
with negligible risk factors being only slightly more than for risk-free U.S.
Treasury debt. Bonds rated AA by Duff are judged by Duff to be of high credit
quality with strong protection factors and risk that is modest but that may vary
slightly from time to time because of economic conditions. Bonds rated A by Duff
are judged by Duff to have average but adequate protection factors. However,
risk factors are more variable and greater in periods of economic stress. Bonds
rated BBB by Duff are judged by Duff as having below average protection factors
but still considered sufficient for prudent investment, with considerable
variability in risk during economic cycles.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a very
low expectation of investment risk are rated AA by IBCA. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk albeit not very
significantly. Obligations for which there is a low expectation on investment
risk are rated A by IBCA. Capacity for timely repayment of principal and
interest is strong, although adverse changes in business, economic or financial
conditions may lead to increased investment risk. Obligations for which there is
currently a low expectation of investment risk are rated BBB by IBCA. Capacity
for timely repayment of principal and interest is adequate, although adverse
changes in business, economic or financial conditions are more likely to lead to
increased investment risk than for obligations in higher categories.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by Standard & Poor's Corporation ("S&P") is regarded by
S&P as having the greatest capacity for timely payment. Issues rated A are
further refined by use of the

A-2

<PAGE>

numbers 1, 1+, and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1, the highest rating category, reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2, the second highest rating category,
reflect a satisfactory degree of safety regarding timely payment but not as high
as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") are judged by Moody's to be of "superior" quality and "strong"
quality respectively on the basis of relative repayment capacity.

F-1+ (Exceptionally Strong) is the highest commercial paper rating Fitch
assigns; paper rated F-1+ is regarded as having the strongest degree of
assurance for timely payment. Paper rated F-1 (Very Strong) reflects an
assurance of timely payment only slightly less in degree than paper rated F-1+.
The rating F-2 (Good) reflects a satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues rated F-1+ or
F-1.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by good fundamental protection
factors. Risk factors are minor. Duff has incorporated gradations of 1+ and 1-
to assist investors in recognizing quality differences within this highest tier.
Paper rated Duff-1+ has the highest certainty of timely payment, with
outstanding short-term liquidity and safety just below risk-free U.S. Treasury
short-term obligations. Paper rated Duff-1- has high certainty of timely payment
with strong liquidity factors which are supported by good fundamental protection
factors. Risk factors are very small. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets (although
ongoing funding may enlarge total financing requirements) and sound liquidity
factors and company fundamentals. Risk factors are small.

The designation A1, the highest rating by IBCA, indicates that the obligation is
supported by a strong capacity for timely repayment. Those obligations rated A1+
are supported by the highest capacity for timely repayment. Obligations rated
A2, the second highest rating, are supported by a satisfactory capacity for
timely repayment, although such capacity may be susceptible to adverse changes
in business, economic or financial conditions.

A-3

<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits

(a)(1) Agreement and Declaration of Trust of the Registrant,
dated January 26, 1996 is incorporated by reference
to Exhibit 1 of the Registrant's Registration
Statement as filed on February 1, 1996.

(a)(2) Certificate of Amendment of Agreement and Declaration
of Trust dated March 28, 1997, is incorporated by
reference to Exhibit 1(a) of the Registrant's
Post-Effective Amendment No. 5 as filed on April 10,
1997.

(b) By-Laws are incorporated by reference to Exhibit 2 of
the Registrant's Registration Statement as filed on
February 1, 1996.

(d)(1) Investment Advisory Agreement between the Registrant
and Turner Investment Partners, Inc., is incorporated
by reference to Exhibit 5(a) of the Registrant's
Post-Effective Amendment No. 4 as filed on January
28, 1997.

(d)(2) Investment Advisory Agreement between the Registrant
and Clover Capital Management, Inc., is incorporated
by reference to Exhibit 5(b) of the Registrant's
Post-Effective Amendment No. 10 as filed on October
15, 1997.

(d)(3) Investment Advisory Agreement between the Registrant
and Penn Capital Management Company, Inc., is
incorporated by reference to Exhibit d(3) of the
Registrant's Post-Effective Amendment No. 12 as filed
on November 17, 1998.

(d)(4) Investment Advisory Agreement between Registrant and
Turner Investment Partners, Inc., is incorporated by
reference to Exhibit d(4) of the Registrant's
Post-Effective Amendment No. 12 as filed on November
17, 1998.

(d)(5) Investment Sub-Advisory Agreement between Turner
Investment Partners, Inc., and Clover Capital
Management, Inc., is incorporated by reference to
Exhibit d(5) of the Registrant's Post-Effective
Amendment No. 12 as filed on November 17, 1998.

(d)(6) Investment Sub-Advisory Agreement between Turner
Investment Partners, Inc. and Penn Capital
Management, Inc., is incorporated by reference to
Exhibit d(6) of the Registrant's Post-Effective
Amendment No. 12 as filed on November 17, 1998.

C-1

<PAGE>

(d)(7) Investment Sub-Advisory Agreement between Turner
Investment Partners, Inc. and Chartwell Investment
Partners, is filed herewith.

(e)(1) Distribution Agreement between the Registrant and SEI
Investments Distribution Co. (formerly, SEI Financial
Services Company), is incorporated by reference to
Exhibit 6(a) of the Registrant's Post-Effective
Amendment No. 4 as filed on January 28, 1997.

(e)(2) Distribution Agreement between the Registrant and CCM
Securities Inc., is incorporated by reference to
Exhibit 6(b) of the Registrant's Registration
Statement as filed on January 23, 1998.

(f) Not applicable.

(g) Custodian Agreement between the Registrant and
CoreStates Bank, N.A., is incorporated by reference
to Exhibit 8(a) of the Registrant's Post-Effective
Amendment No. 4 as filed on January 28, 1997.

(h)(1) Administration Agreement between the Registrant and
SEI Investments Management Corporation (formerly, SEI
Financial Management Corporation), is incorporated by
reference to Exhibit 9(a) of the Registrant's
Post-Effective Amendment No. 4 filed on January 28,
1997.

(h)(2) Transfer Agency Agreement between the Registrant and
DST Systems, Inc. is incorporated by reference to
Exhibit 9(b) of the Registrant's Registration
Statement as filed on January 23, 1998.

(h)(3) Amended Schedule to the Administration Agreement
between the Registration and SEI Investment
Management Corporation (formerly, SEI Financial
Management Corporation), is filed herewith.

(i) Opinion and Consent of Counsel, is incorporated by
reference to Exhibit 10 of the Registrant's
Pre-Effective Amendment No. 1 to Registration
Statement as filed April 19, 1996.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) Not applicable.

C-2

<PAGE>

(n) Not applicable.

(o) Not applicable.

(p) Powers of Attorney for Robert E. Turner, Richard A.
Hocker, Michael E. Jones, Alfred C. Salvato, John T.
Wholihan, Stephen J. Kneeley, Janet F. Sansone, and
Robert DellaCroce, are incorporated by reference to
Exhibit (p) of Registrant's Post-Effective Amendment
No. 12 as filed on November 17, 1998.

Item 24. Persons Controlled by or under Common Control with Registrant:

See the Prospectus and the Statement of Additional Information
regarding the Registrant's control relationships. SEI Investments Management
Corporation (formerly, SEI Financial Management Corporation) is the owner of all
beneficial interest in the Administrator and is a subsidiary of SEI Investments
Company, which also controls the distributor of the Registrant, SEI Investments
Distribution Co. (formerly, SEI Financial Services Company), as well as to other
corporations engaged in providing various financial and record keeping services,
primarily to bank trust departments, pension plan sponsors, and investment
managers.

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit
1 to the Registration Statement is incorporated by reference. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issues.

C-3

<PAGE>

Item 26. Business and Other Connections of Investment Advisers:

ADVISERS

Turner Investment Partners, Inc.

Turner Investment Partners, Inc. ("Turner") is the investment adviser for the
Turner Ultra Large Cap Growth, Turner Growth Equity, Turner Midcap Growth,
Turner Small Cap Growth, Turner Micro Cap Growth, Turner Fixed Income, Turner
Short Duration Government Funds-One Year Portfolio, Turner Short Duration
Government Funds-Three Year Portfolio, and TIP Target Select Equity Funds. The
principal address of Turner is 1235 Westlakes Drive, Suite 350, Berwyn, PA
19312. Turner is an investment adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION WITH POSITION WITH OTHER
COMPANY OTHER COMPANY COMPANY
- ---------------------- -------------------------------- -------------------------
<S> <C> <C>
Stephen J. Kneeley SEI Investments Distribution Co. Registered Representative
Chief Operating Officer, Secretary,
Treasurer
Janet Rader Rote SEI Investments Distribution Co Registered Representative
Director of Compliance
Michael R. Thompson SEI Investments Distribution Co Registered Representative
Marketing Director, Assistant
Secretary
Thomas R. Trala
Director of Finance ---- ----
Mark D. Turner
President, Director of Fixed ---- ----
Income
Robert E. Turner, Jr.
Chairman, CIO ---- ----
</TABLE>

Clover Capital Management, Inc.

Clover Capital Management, Inc. is the investment adviser for the Clover Max Cap
Value, Clover Equity Value, Clover Fixed Income and Clover Small Cap Value
Funds. Clover Capital Management, Inc. is the sub-adviser for the TIP Target
Select Equity Fund. The principal address of Clover Capital Management, Inc. is
11 Tobey Village Office Park, Pittsford, NY 14534. Clvoer is an investment
adviser registered under the Advisors Act.

C-4

<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
COMPANY OTHER COMPANY COMPANY
- ---------------------------------- ------------------------------- ---------------------
<S> <C> <C>
James G. Gould CCM Securities, Inc. ----
Director & President
Richard J. Huxley
Executive VP & Fixed Income ---- ----
Director
Michael E. Jones CCM Securities, Inc. ----
Managing Director & Exec. VP
Laura G. Quatela CCM Securities, Inc. ----
VP, Chief Legal Officer &
Secretary
Geoffrey H. Rosenberger CCM Securities, Inc. ----
Managing Director, Exec VP, &
Treasurer
Charles W. Ruff
Director, VP & Fixed Income ---- ----
Director
</TABLE>

Penn Capital Management Company, Inc.

Penn Capital Management Company, Inc. is the investment adviser for the Penn
Capital Select Financial Services, Penn Capital Strategic High Yield Bond and
Penn Capital Value Plus Funds. Penn Capital Management Company, Inc. is the
sub-adviser for the TIP Target Select Equity Fund. The principal address of Penn
Capital Management Company, Inc., is 52 Haddonfield-Berlin Road, Suite 1000,
Cherry Hill, NJ 08034. Penn Capital is an investment adviser registered under
the Advisors Act.

<TABLE>
<S> <C> <C>
John J. Gallagher, Jr. Valley Forge Military Academy & Chairman of Board of Trustees
Trustee College
Kimberley Hocker
Trustee ---- ----
Kirsten Hocker
Trustee ---- ----
Marcia Ann Hocker MAH Inc. Secretary/Treasurer
President, COO, Trustee
Richard Alan Hocker
CIO ---- ----
</TABLE>

C-5

<PAGE>

<TABLE>
<S> <C> <C>
Kathleen Ann News
Managing Director ---- ----
Michael F. Swallow
Secretary, Treasurer ---- ----
</TABLE>

Chartwell Investment Partners

Chartwell Investment Partners is the sub-adviser for the TIP Target Select
Equity Fund. The principal address of Chartwell Investment Partners is 1235
Westlakes Drive, Suite 330, Berwyn, PA 19312.
Chartwell is an investment adviser registered under the Advisors Act.

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
COMPANY OTHER COMPANY COMPANY
- --------------------------------- ------------------------------ -----------------------------
<S> <C> <C>
Edward N. Antoian
Partner/Portfolio Manager ---- ----
Terry F. Bovarnick
Partner/Portfolio Manager ---- ----
Bobcat Partners ---- ----
General Partner of Maverick
Partners
Chartwell G.P., Inc.
General Partner of Maverick ---- ----
Partners
David C. Dalrymple
Partner/Portfolio Manager ---- ----
Winthrop S. Jessup
Partner ---- ----
Michael T. Kennedy Radnor Holdings Corp. President, CEO
Indirect Limited Partner
Trinity Capital Partners President, CEO
Maverick Partners L.P.
Limited Partner ---- ----
Michael J. McCloskey
Partner ---- ----
John P. McNiff CAM Investment Advisors, Inc. Chairman
Indirect Limited Partner
Longwood Investment Advisors, Managing Director
Inc.
Kevin A. Melich
Partner/Portfolio Manager ---- ----
</TABLE>

C-6

<PAGE>

<TABLE>
<S> <C> <C>
Harold A. Ofstie
Partner/Portfolio Manager ---- ----
Timothy J. Riddle
Compliance Officer ---- ----

---- ----
Bernard P. Schaffer
Partner/Portfolio Manager
Mark A. Sullivan
Vice President Client Services ---- ----
</TABLE>

Item 27. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the
securities of the Registrant also acts as a principal underwriter,
distributor or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997

C-7

<PAGE>

PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance measurement and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named
in the answer to Item 21 of Part B. Unless otherwise noted, the
business address of each director or officer is Oaks, PA 19456.

POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary Vice President & Assistant Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President Vice President & Assistant Secretary
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
</TABLE>

C-8

<PAGE>

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Joseph M. O'Donnell Vice President & Assistant Secretary Vice President & Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lynda J. Striegel Vice President & Assistant Secretary Vice President & Assistant Secretary
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>

Item 28. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated
thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records will be
maintained at the offices of Registrant's Custodian:

First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101

C-9

<PAGE>

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required
books and records are maintained at the offices of Registrant's
Administrator:

SEI Investments Mutual Funds Services
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the principal offices
of the Registrant's Advisers:

Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312

Clover Capital Management, Inc.
11 Tobey Village Office Park
Pittsford, New York 14534

Penn Capital Management Company, Inc.
52 Haddonfield-Berlin Road
Suite 1000
Cherry Hill, New Jersey 08034

Chartwell Investment Partners
1235 Westlakes Drive
Suite 330
Berwyn, PA 19312

Item 29. Management Services: None.

Item 30. Undertakings: None

C-10

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 14 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 2nd day of April 1999.

TIP FUNDS

By: /s/ Stephen J. Kneeley
-----------------------------------
Stephen J. Kneeley
President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacity and on
the dates indicated.

* Trustee April 2, 1999
---------------------------
Robert E. Turner

* Trustee April 2, 1999
---------------------------
Richard A. Hocker

* Trustee April 2, 1999
---------------------------
Michael E. Jones

* Trustee April 2, 1999
---------------------------
Janet F. Sansone

* Trustee April 2, 1999
---------------------------
Alfred C. Salvato

* Trustee April 2, 1999
---------------------------
John T. Wholihan

/s/ Stephen J. Kneeley President and Chief April 2, 1999
--------------------------- Executive Officer
Stephen J. Kneeley

/s/ Robert DellaCroce Controller and April 2, 1999
--------------------------- Chief Financial
Robert DellaCroce Officer

By: /s/ Stephen J. Kneeley April 2, 1999
---------------------------
Stephen J. Kneeley
Attorney-in-Fact

C-11

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>
NAME EXHIBIT
- ----------------------------------------------------------------------------------------
<S> <C>
Agreement and Declaration of Trust of the Ex-99.a(1)
Registrant, dated January 26, 1996, (incorporated herein by
reference to Exhibit 1 of the Registration Statement filed on
February 1, 1996).

Amendment dated March 28, 1997, to the Agreement Ex-99.a(2)
and Declaration of Trust of the Registrant, dated January 26,
1996, (incorporated herein in by reference to Exhibit 1(a) of
the Post-Effective Amendment
No. 5 filed on April 10, 1997).

By-Laws of the Registrant, (incorporated herein by Ex-99.b
reference to Exhibit 2 of the Registration Statement filed on
February 1, 1996).

Investment Advisory Agreement between Ex-99.d(1)
the Registrant and Turner Investment Partners, Inc.,
(incorporated herein by reference to Exhibit 5(a) of
the Post-Effective Amendment No. 4 filed on
January 28, 1997).

Investment Advisory Agreement between the Ex-99.d(2)
Registrant and Clover Capital Management, Inc., (incorporated
herein by reference to Exhibit 5(b) of the Post-Effective
Amendment No. 10 filed on October 15, 1997).

Investment Advisory Agreement between Ex-99.d(3)
the Registrant and Penn Capital Management
Company, Inc. (incorporated herein by reference
to Exhibit d(3) of the Post-Effective Amendment
No. 12 filed on November 17, 1998).

Investment Advisory Agreement between the Ex-99.(d)(4)
Registrant and Turner Investment Partners, Inc., (incorporated
herein by reference to Exhibit d(4) of the Post-Effective
Amendment No. 12 filed on November 17, 1998).

Investment Sub-Advisory Agreement between Ex-99.d(5)
Turner Investment Partners, Inc. and Clover Capital
Management, Inc., (incorporated herein by reference
to Exhibit d(5) of the Post-Effective Amendment
No. 12 filed on November 17, 1998).
</TABLE>

C-12

<PAGE>

<TABLE>
<S> <C>
Investment Sub-Advisory Agreement between Turner Ex-99.d(6)
Investment Partners, Inc. and Penn Capital Management,
Inc., (incorporated herein by reference to Exhibit d(5) of the
Post-Effective Amendment No. 12 filed on November 17, 1998).

Investment Sub-Advisory Agreement between Turner Ex-99.d(7)
Investment Partners, Inc. and Chartwell Investment Partners,
is filed herewith.

Distribution Agreement between the Ex-99.e(1)
Registrant and SEI Investments Distribution Co.
(formerly, SEI Financial Services Company),
(incorporated herein by reference to Exhibit 6(a)
Post-Effective Amendment No. 4 filed on January 28, 1997).

Distribution Agreement between the Registrant and Ex-99.e(2)
CCM Securities, Inc., (incorporated herein by reference to
Exhibit 6(b) of the Registration Statement filed January 23,
1998).

Custodian Agreement between the Registrant Ex-99.g
and CoreStates Bank, N.A., (incorporated herein
by reference to Exhibit 8(a) of the Post-Effective
Amendment No. 4 filed on January 28, 1997).

Administration Agreement between the Ex-99. h(1)
Registrant and SEI Investments Management Corporation
(formerly, SEI Financial Management Corporation),
(incorporated herein by reference to Exhibit 9(a)
of the Post-Effective Amendment No. 4 filed on
January 28, 1997).

Transfer Agency Agreement between the Registrant and Ex-99.h(2)
DST Systems, Inc., (incorporated by reference to Exhibit
9(b) of the Registration Statement filed January 23, 1998).

Amended Schedule to the Administration Agreement between Ex-99.h(3)
the Registrant and SEI Investments Management
Corporation (formerly, SEI Financial Management Corporation),
is filed herewith.

Opinion and Consent of Counsel, Ex-99.i
(incorporated herein by reference to Exhibit 10 of
the Pre-Effective Amendment No. 1 to Registration
Statement filed April 19,1996).
</TABLE>

C-13

<PAGE>

<TABLE>
<S> <C>
Powers of Attorney for Robert E. Turner, Ex-99.p
Richard A. Hocker, Michael E. Jones, Alfred C. Salvato,
John T. Wholihan, Stephen J. Kneeley, Janet F. Sansone
and Robert DellaCroce, (incorporated herein by reference
to Exhibit p of the Post-Effective Amendment
No. 12 filed on November 17, 1998).
</TABLE>

C-14

EXHIBIT (d)7

INVESTMENT SUB-ADVISORY AGREEMENT
TIP FUNDS

AGREEMENT made this 31st day of December, 1997, between Turner Investment
Partners, Inc. (the "Adviser") and Chartwell Investment Partners (the
"Sub-Adviser").

WHEREAS, TIP Funds, a Massachusetts business trust (the "Trust") is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 31, 1997 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the TIP Target Select Equity
Fund (the "Fund"), which is a series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Fund, and the Sub-Adviser is willing to render such
investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies
and restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:

(a) The Sub-Adviser shall, in consultation with and subject to the
direction of the Adviser, determine from time to time what
Assets will be purchased, retained or sold by the Fund, and
what portion of the Assets will be invested or held uninvested
in cash.

(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Declaration of Trust (as defined herein) and the
Prospectus and with the instructions and directions of the
Adviser and of the Board of Trustees of the Trust and will
conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended
from time to time.

(c) The Sub-Adviser shall determine the Assets to be purchased
or sold by the Fund as provided in subparagraph (a) and will
place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage
set forth in the Fund's Registration Statement (as defined
herein) and Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity with
federal securities laws. In executing Fund transactions and
selecting brokers or dealers, the Sub-Adviser will use its
best efforts to seek on behalf of the Fund the best overall
terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the
breadth of the market in the security, the price of the

<PAGE>

security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms
available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are
defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by the Board
of Trustees of the Trust, the Sub-Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research
services a commission for executing a fund transaction for the
Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in
good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by
such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the
Sub-Adviser to the Fund. In addition, the Sub-Adviser is
authorized to allocate purchase and sale orders for securities
to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's
principal underwriter) to take into account the sale of shares
of the Trust if the Sub-Adviser believes that the quality of
the transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however,
will the Fund's Assets be purchased from or sold to the
Adviser, Sub-Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, Adviser, the
Sub-Adviser or the principal underwriter, acting as principal
in the transaction, except to the extent permitted by the
Securities and Exchange Commission ("SEC") and the 1940 Act.

(d) The Sub-Adviser shall maintain all books and records with
respect to transactions involving the Assets required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or
financial information, and such other information with regard
to its affairs as the Adviser or Board of Trustees may
reasonably request.

The Sub-Adviser shall keep the books and records relating to
the Assets required to be maintained by the Sub-Adviser under this
Agreement and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services under this Agreement needed by
the Adviser to keep the other books and records of the Fund required by
Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to
the Adviser any other information relating to the Assets that is
required to be filed by the Adviser or the Trust with the SEC or sent
to shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or the
Trust obtains from the SEC. The Sub-Adviser agrees that all records
that it maintains on behalf of the Fund are property of the Fund and
the Sub-Adviser will surrender promptly to the Fund any of such records
upon the Fund's request; provided, however, that the Sub-Adviser may
retain a copy of such records. In addition, for the duration of this
Agreement, the Sub-Adviser shall preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to this Agreement, and shall transfer said
records to any successor sub-adviser upon the termination of this
Agreement (or, if there is no successor sub-adviser, to the Adviser).

(e) The Sub-Adviser shall provide the Fund's custodian on each
business day with information relating to all transactions
concerning the Fund's Assets and shall provide the Adviser
with such information upon request of the Adviser.

<PAGE>

(f) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the
Sub-Adviser shall be free to render similar services to
others, as long as such services do not impair the services
rendered to the Adviser or the Trust.

(g) The Sub-Adviser shall promptly notify the Adviser of any
financial condition that is likely to impair the Sub-Adviser's
ability to fulfill its commitment under this Agreement.

(h) The Sub-Adviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in
relation to the Assets. The Adviser shall instruct the
custodian and other parties providing services to the Fund to
promptly forward misdirected proxies to the Sub-Adviser.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement; provided, however,
that in connection with its management of the Assets, nothing herein
shall be construed to relieve the Sub-Adviser of responsibility for
compliance with the Trust's Declaration of Trust (as defined herein),
the Prospectus, the instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, the Internal
Revenue Code of 1986, and all other applicable federal and state laws
and regulations, as each is amended from time to time.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

(a) The Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of the Commonwealth of Massachusetts
(such Agreement and Declaration of Trust, as in effect on the
date of this Agreement and as amended from time to time,
herein called the "Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date
of this Agreement and as amended from time to time, are herein
called the "By-Laws");

4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by
the Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will
be calculated based on the average MONTHLY MARKET VALUE OF THE ASSETS
under the Sub-Adviser's management and will be paid to the Sub-Adviser
monthly. Except as may otherwise be prohibited by law or regulation
(including any then current SEC staff interpretation), the Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.

5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related
expenses) howsoever arising from or in connection with the performance
of the Sub-Adviser's obligations under this Agreement; provided,
however, that the Sub-Adviser's obligation

<PAGE>

under this Section 5 shall be reduced to the extent that the claim
against, or the loss, liability or damage experienced by the Adviser,
is caused by or is otherwise directly related to the Adviser's own, or
any other sub-adviser's, willful misfeasance, bad faith or negligence,
or to the reckless disregard of its duties under this Agreement.

6. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a
majority of the outstanding voting securities of the Fund. This
Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Fund (a) by the Fund at any time, without the payment of any penalty,
by the vote of a majority of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Fund, (b) by the
Adviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the
Sub-Adviser, or (c) by the Sub-Adviser at any time, without the
payment of any penalty, on 90 days' written notice to the Adviser.
This Agreement shall terminate automatically and immediately in the
event of its assignment, or in the event of a termination of the
Adviser's agreement with the Trust. As used in this Section 6, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.

7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Pennsylvania, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.

8. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.

9. NOTICE. Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:

To the Adviser at: Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312

To the Sub-Adviser at: Chartwell Investment Partners

10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.

A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund or the Trust.

<PAGE>

Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

Turner Investment Partners, Inc. Chartwell Investment Partners

By: /s/ Stephen J. Kneeley By: /s/ Winthrop S. Jessup
---------------------------------- --------------------------
Name: Stephen J. Kneeley Name: Winthrop S. Jessup
--------------------------------- --------------------------
Title: Chief Operating Officer Title: President
-------------------------------- -------------------------

<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
TURNER INVESTMENT PARTNERS, INC.
AND
CHARTWELL INVESTMENT PARTNERS

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

TIP Target Select Equity Fund .80%

EXHIBIT (h)3

SCHEDULE A
DATED JANUARY 1, 1999
TO THE ADMINISTRATION AGREEMENT
DATED APRIL 29, 1996
BETWEEN TIP FUNDS
AND
SEI INVESTMENTS MUTUAL FUND SERVICES
(Formerly, SEI Fund Resources)

Portfolios: This Agreement shall apply to all Portfolios of the TIP Funds
(collectively, the "Portfolios"), either now in existence or in
the future created.

Fees: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered ot the
Portfolios at an annual rate, which is calculated daily and paid
monthly according to the following schedule:

FEE (ON AVERAGE ANNUAL ASSETS ASSETS IN PORTFOLIO
----------------------------- -------------------
.09% to $250 Million
.07% Next $250 Million
.06% Next $250 Million
.05% Next $1.25 Billion
.04% Over $2 Billion

The annual minimum fee for each existing Portfolio will be
$65,000, payable monthly. For any new Portfolios added to the
Trust, the minimum fee will be phased in over a one-year period
as follows:

1st 6 months -- 40% of the minimum $65,000
2nd 6 months -- 75% of the minimum $65,000
After 1st year -- $65,000

The annual additional fee for each class of shares is $15,000.

Term: This Agreement shall become effective on January 1, 1999, and
shall remain in effect for an Initial Term of four (4) years from
such date, unless and until this Agreement is terminated in
accordance with the provisions of Article 10 hereof.

SEI INVESTMENTS MUTUAL TURNER INVESTMENT PARTNERS,
FUND SERVICES INC.

By: /s/ Lynda J. Striegel By: /s/ Stephen J. Kneeley
----------------------------- ------------------------------

Title: VP Title: COO
--------------------------- ---------------------------