TIP FUNDS, 497, 1999-06-21

TIP FUNDS
497, 1999-06-21

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TIP FUNDS LOGO

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.

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The Trust will solicit subscriptions for the Turner Top 20 Fund and the Turner
Technology Fund between June 21, 1999 and June 30, 1999. To indicate your
interest in the Top 20 or Technology Funds, please fill out and send an
application to the Trust or call the Trust at 1-800-224-6312 (see "Purchasing,
Selling and Exchanging Fund Shares").

Shares of the Turner Focused Large Cap Equity Fund and the Turner International
Growth Fund are not currently being offered.
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<PAGE>

TIP FUNDS LOGO

HOW TO READ THIS PROSPECTUS
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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............................... 4
TURNER TOP 20 FUND................................................. 6
TURNER TECHNOLOGY FUND............................................. 8
TURNER INTERNATIONAL GROWTH FUND................................... 10
THE FUNDS' OTHER INVESTMENTS....................................... 12
INVESTMENT ADVISER................................................. 12
PURCHASING, SELLING AND EXCHANGING FUND SHARES..................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES................................. 20
HOW TO OBTAIN MORE INFORMATION ABOUT TIP FUNDS..............Back Cover

2
<PAGE>

INTRODUCTION--INFORMATION COMMON TO ALL FUNDS
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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 judgments 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 prices 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.

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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.
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3
<PAGE>

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

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>

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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 additional capital gains tax
liabilities.

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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.
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4
<PAGE>

TURNER FOCUSED LARGE CAP EQUITY FUND
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PERFORMANCE INFORMATION

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

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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%**
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* Other expenses are estimated for the current fiscal year.
** The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep other expenses from exceeding 0.25%. As a result, the
Adviser's contractual agreement will keep total operating expenses from
exceeding 1.25% for a period of one year from the date of the prospectus. The
Adviser has also agreed to waive fees and/or reimburse expenses to keep total
operating expenses 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 "Purchasing, Selling and Exchanging 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 $504

5
<PAGE>

TURNER TOP 20 FUND
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FUND SUMMARY

<TABLE>
<S> <C>
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>
- --------------------------------------------------------------------------------

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 additional capital gains tax
liabilities.

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

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.

6
<PAGE>

TURNER TOP 20 FUND
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PERFORMANCE INFORMATION

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

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

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%**
- --------------------------------------------------------------------------------
* Other expenses are estimated for the current fiscal year.
** The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep other expenses from exceeding 0.25%. As a result, the
Adviser's contractual agreement will keep total operating expenses from
exceeding 1.35% for a period of one year from the date of the prospectus. The
Adviser has also agreed to waive fees and/or reimburse expenses to keep total
operating expenses 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 "Purchasing, Selling and Exchanging Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS
------ -------
Turner Top 20 Fund $137 $535

7
<PAGE>

TURNER TECHNOLOGY FUND
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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>
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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 that develop new technologies 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
technologies. 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 additional capital gains tax
liabilities.

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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.

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.
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<PAGE>

TURNER TECHNOLOGY FUND
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PERFORMANCE INFORMATION

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

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

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%**
- --------------------------------------------------------------------------------
* Other expenses are estimated for the current fiscal year.
** The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep other expenses from exceeding 0.25%. As a result, the
Adviser's contractual agreement will keep total operating expenses from
exceeding 1.35% for a period of one year from the date of the prospectus. The
Adviser has also agreed to waive fees and/or reimburse expenses to keep total
operating expenses 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 "Purchasing, Selling and Exchanging Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS
------ -------
Turner Technology Fund $137 $535

9
<PAGE>

TURNER INTERNATIONAL GROWTH FUND
- --------------------------------------------------------------------------------

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>
- --------------------------------------------------------------------------------

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 additional capital gains tax
liabilities.

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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.
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10
<PAGE>

TURNER INTERNATIONAL GROWTH FUND
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PERFORMANCE INFORMATION

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

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

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%**
- --------------------------------------------------------------------------------
* Other expenses are estimated for the current fiscal year.
** The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep other expenses from exceeding 0.40%. As a result, the
Adviser's contractual agreement will keep total operating expenses from
exceeding 1.40% for a period of one year from the date of the prospectus. The
Adviser has also agreed to waive fees and/or reimburse expenses to keep total
operating expenses from exceeding 1.90% 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 "Purchasing, Selling and Exchanging Fund Shares."
- --------------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS
------ -------
Turner International Growth Fund $143 $551

11
<PAGE>

THE FUNDS' OTHER INVESTMENTS
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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.

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Turner Investment Partners, Inc. ("Turner"), 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 the Funds' Adviser, Turner
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.

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 as fully invested as possible 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 GROWTH 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.

12
<PAGE>

PORTFOLIO MANAGERS

The Focused Large Cap Equity Fund is managed by a committee comprised of John
Hammerschmidt, David Kovacs, and Robert E. Turner. The Top 20 Fund is managed by
a committee lead by Robert E. Turner and co-managed by Christopher K. McHugh and
Bill McVail. The Technology Fund is managed by a committee lead by Robert E.
Turner and co-managed by Christopher K. McHugh. The International Growth Fund is
managed by a committee lead by Mark Turner and co-managed by David Kovacs. The
background of each committee member is set forth below.

Robert E. Turner is a member of the committees which manage the Focused Large
Cap Equity Fund, the Top 20 Fund and the Technology Fund, as set forth above.
Mr. Turner, CFA, Chairman and Chief Investment Officer of the Adviser, 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.

David Kovacs is a member of the committees which manage the Technology Fund and
the International Growth Fund, as set forth above. Mr. Kovacs, CFA, Senior
Portfolio Manager, joined the Adviser in 1998. Prior to 1998, he was a Director
of Quantitative Research and Investment Technology at Pilgrim Baxter &
Associates. He has 9 years of investment experience.

John Hammerschmidt is a member of the committee which manages the Focused Large
Cap Equity Fund, as set forth above. Mr. Hammerschmidt, Senior Equity Portfolio
Manager of the Adviser, 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.

Christopher K. McHugh is a member of the committees which manage the Top 20 Fund
and the Technology Fund, as set forth above. Mr. McHugh, Equity Portfolio
Manager of the Adviser, 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 committee which manages the Top 20 Fund, as set
forth above. Mr. McVail, Senior Equity Portfolio Manager of the Adviser, joined
the Adviser in 1998. Prior to 1998, he was Portfolio Manager at PNC Equity
Advisers. He has 11 years of investment experience.

Mark Turner is a member of the committee which manages the International Growth
Fund, as set forth above. Mr. Turner, President of the Adviser, 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.

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 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

13
<PAGE>

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:

<TABLE>
<CAPTION>
FIRST CALENDAR 12 MONTHS, 1/1/98 (INCEPTION)
QUARTER 1999 ENDED 3/31/99 TO 3/31/99
------------ ------------- ----------
<S> <C> <C> <C>
Composite Gross Performance 30.34% 92.96% 118.29%*
Composite Net Performance 30.03% 90.01% 115.73%*
S&P 500 Performance 4.98% 28.60% 35.00%
</TABLE>

* 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 FUND OPERATING EXPENSES ON ANNUALIZED PERFORMANCE, INCLUDING
THE COMPOUNDING EFFECT OVER TIME, MAY BE SUBSTANTIAL, AND WILL REDUCE THE
PERFORMANCE OF THE FUND.

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 INDEPENDENTLY VERIFIED OR AUDITED BY THE FUNDS.

14
<PAGE>

PURCHASING, SELLING AND EXCHANGING FUND SHARES

- --------------------------------------------------------------------------------
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>

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.

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.

- --------------------------------------------------------------------------------
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).
- --------------------------------------------------------------------------------

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 1-800-224-6312 (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 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.

* 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 Funds receive your purchase order. The Funds'
NAV is calculated once each Business Day at the regularly-scheduled
close of normal trading on the

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

16
<PAGE>

New York Stock Exchange (NYSE) (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 fee 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 rejecting the order would
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 1- 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.

Shareholders may sell shares by following procedures established when they
opened their account or accounts. If you own shares through an account with a
broker or other

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

17
<PAGE>

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.

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

* 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 given 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 1-800-224-6312 (option 3) and informing one of
our representatives.

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

* 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 (by check or wire). 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 restricts trading, the SEC
declares an emergency or for other reasons. More information about this
is in the Funds' Statement of Additional Information (SAI).

* 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

18
<PAGE>

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.

19
<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.
Income distributions are generally taxable at ordinary income tax rates. Capital
gains distributions are generally taxable at the rates applicable to long-term
capital gains. 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.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.

- --------------------------------------------------------------------------------
FUND DISTRIBUTIONS

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

20
<PAGE>

TIP FUNDS LOGO

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 and upon request
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.
- --------------------------------------------------------------------------------

TUR-F-027-02
21

<PAGE>

TIP FUNDS

TURNER FOCUSED LARGE CAP EQUITY 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>
TABLE OF CONTENTS

<S> <C>
THE TRUST ......................................................................................................S-2
INVESTMENT OBJECTIVES...........................................................................................S-2
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS...........................................................S-4
INVESTMENT LIMITATIONS.........................................................................................S-14
THE ADVISER....................................................................................................S-16
THE ADMINISTRATOR..............................................................................................S-17
DISTRIBUTION AND SHAREHOLDER SERVICES..........................................................................S-18
TRUSTEES AND OFFICERS OF THE TRUST.............................................................................S-18
COMPUTATION OF YIELD AND TOTAL RETURN..........................................................................S-21
PURCHASE AND REDEMPTION OF SHARES..............................................................................S-22
DETERMINATION OF NET ASSET VALUE...............................................................................S-22
TAXES..........................................................................................................S-23
PORTFOLIO TRANSACTIONS.........................................................................................S-25
DESCRIPTION OF SHARES..........................................................................................S-27
SHAREHOLDER LIABILITY..........................................................................................S-27
LIMITATION OF TRUSTEES' LIABILITY..............................................................................S-28
CUSTODIAN......................................................................................................S-28
LEGAL COUNSEL..................................................................................................S-28
APPENDIX........................................................................................................A-1
</TABLE>

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 Fund seeks long-term capital
appreciation.

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

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

TURNER INTERNATIONAL GROWTH FUND -- The International Fund seeks long-term
capital 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 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

S-2

<PAGE>

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. The Adviser will seek to
capture these price increases. 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 Fund does not currently intend to invest in
securities issued by passive foreign investment companies or to engage in
securities lending.

S-3

<PAGE>

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 a nationally recognized statistical rating organization (" 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 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.

S-4

<PAGE>

BORROWING

The Funds may borrow money, and will typically do so only in amounts 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.

CONVERTIBLE SECURITIES

The Funds may buy convertible securities that are rated investment grade.
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.

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. 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.

S-5

<PAGE>

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 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

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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

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

Money market instruments include high-quality, dollar-denominated, short-term
debt instruments, and may 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

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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 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.

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.

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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 and the assets used to cover such
obligations are generally illiquid.

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.

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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.

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 value 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

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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 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.

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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 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).

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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

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

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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.

Furthermore, many foreign countries are not as prepared as the U.S. for the year
2000 transition. As a result, computer difficulties in foreign markets and with
foreign institutions as a result of the year 2000 may add to the possibility of
losses to the Funds and their shareholders.

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.

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. This limitation does not apply to the Technology Fund.

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

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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
(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

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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.

The foregoing percentages 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.

THE ADVISER

Turner Investment Partners, Inc.(the "Adviser"),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

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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:

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

S-17

<PAGE>

After the initial term, 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 as set forth above.

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(Registered), CNI Charter Funds, CrestFunds(Registered), 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 Advantage Fund, The PBHG
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 UAM Funds, Inc. II.

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

S-18

<PAGE>

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
officers of the Trust also serve as officers of some or all of the following:
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(Registered), CNI Charter Funds, CrestFunds(Registered), 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 Advantage Fund, The
Parkstone Group of Funds, The PBHG 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, and STI Classic Variable Trust, each of
which is an open-end management investment company managed by SEI Investments
Fund Management or its affiliates and 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.

S-19

<PAGE>

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

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, 19889-1998.

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.

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<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.

<TABLE>
<CAPTION>
Aggregate Pension or Estimated Total Compensation From
Compensation From Retirement Annual Registrant and Fund
Registrant for the Benefits Accrued Benefits Complex Paid to Trustees
Name of Person, Fiscal Year Ended as Part of Fund Upon for the Fiscal Year Ended
Position 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-day period. The yield
is calculated by assuming that the income generated by the investment during
that 30-

S-21

<PAGE>

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 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

S-22

<PAGE>

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.

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.

S-23

<PAGE>

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 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

S-24

<PAGE>

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.

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

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<PAGE>

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 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

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<PAGE>

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 Focused Fund, Top 20 Fund, Technology Fund, and
International Fund (each a "Fund," and together the "Funds") held entitles the
Shareholder of record to one vote for each dollar a shareholder has invested in
a Fund. 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, including information on how to contact other Shareholders, 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 portfolio with each other share. Shares are
entitled upon liquidation to a pro rata share in the net assets of the
portfolio. 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.

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<PAGE>

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, 1800 M Street, N.W., Washington, DC 20036,
serves as counsel to the Trust.

S-28

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APPENDIX

The following descriptions are summaries of published ratings.

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 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-1

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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 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

A-2

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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.

A-3