TIP FUNDS, 485APOS, 2000-03-31

TIP FUNDS
485APOS, 2000-03-31

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 16
-------------------------------

and

REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 17
----------------

TIP FUNDS

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

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

(Name and Address of Agent for Service)

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

Copies to:

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

Title of Securities Being Registered...Units of Beneficial Interest.

- -------------------------------------------------------------------------------
It is proposed that this filing become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a)
- ---
on , 2000 pursuant to paragraph (b) of Rule 485
- --- ------
x 75 days after filing pursuant to paragraph (a)(2)
- ---
- -------------------------------------------------------------------------------
<PAGE>

TIP FUNDS

PROSPECTUS
June 14, 2000

TURNER SELECT GROWTH EQUITY FUND

Investment Adviser
TURNER INVESTMENT PARTNERS, INC.

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the Commission passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

Page 1 of 15

<PAGE>

About This Prospectus

TIP Funds is a mutual fund family that offers different classes of shares in
separate investment portfolios (Funds). The Funds have individual investment
goals and strategies. This prospectus gives you important information about the
Class I and Class II Shares of the Turner Select Growth Equity Fund that you
should know before investing. The Fund is designed primarily for investment by
Taft-Hartley and other health, benefit and retirement plan investors. 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 risk and return. For more detailed information
about the Fund, please see:

Page
TURNER SELECT GROWTH EQUITY FUND......................................XXX
INVESTMENTS AND PORTFOLIO MANAGEMENT..................................XXX
PURCHASING, SELLING AND EXCHANGING TURNER FUNDS.......................XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES....................................XXX

To obtain more information about TIP Funds, please refer to the Back Cover of
the Prospectus.

Page 2 of 15

<PAGE>

INFORMATION ABOUT THE FUND

The Turner Select Growth Equity Fund is a mutual fund. A mutual fund pools
shareholders' money and, using professional investment managers, invests it in
securities.

The Fund has its own investment goal and strategies for reaching that goal. The
Adviser invests Fund assets in a way that they believe will help the Fund
achieve its goal. Still, investing in the Fund involves risk and there is no
guarantee that the 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 the 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 the 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 the Fund owns and the markets in which they trade. The
effect on the Fund's shareprice of a change in the value of a single security
will depend on how widely the Fund diversifies its holdings.

Page 3 of 15

<PAGE>

TURNER SELECT GROWTH EQUITY FUND

Fund Summary

Investment Goal Capital appreciation

Investment Focus Very large capitalization U.S. common
stocks

Share Price Volatility Medium to high

Principal Investment Strategy Attempts to identify very large
capitalization U.S. companies wit
strong earnings growth potential

Investor Profile Investors seeking long-term growth of
capital who can withstand the share
price volatility of equity investing

Strategy

The Turner Select Growth Equity Fund invests primarily (at least 65% of its
assets) in common stocks and other equity securities of U.S. companies with very
large market capitalizations (i.e., over $10 billion) that Turner Investment
Partners believes have strong earnings growth potential. The Fund may also
purchase securities of smaller companies that offer growth potential. The Fund
will invest in securities of companies that are diversified across economic
sectors. Portfolio exposure is generally limited to a maximum of 2% in any
single issue. However, the Fund may hold up to two times the Index weighting of
those securities that comprise between 1% and 5% of the Russell Top 200 Growth
Index, and up to one and one-half times the Index weighting of those securities
that comprise more than 5% of the Index.

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.

Risks

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.

Page 4 of 15

<PAGE>

Performance Information

As of June 14, 2000, the Fund had not commenced operations, and did not have a
performance history.

The Fund will compare its performance to that of the Russell Top 200 Growth
Index and the S&P 500 Index. The Russell Top 200 Growth Index is a
widely-recognized, capitalization-weighted (companies with larger market
capitalizations have more influence than those with smaller market
capitalization) index of the 200 largest U.S. companies with higher growth rates
and price-to-price book ratios. The S&P 500 Index is a widely-recognized, market
value-weighted (higher market value stocks have more influence than lower market
value stocks) index of 500 stocks designed to mimic the overall equity market's
industry weightings.

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)

Class I Class II
- -------------------------------------------------------------------------------
Investment Advisory Fees 0.60% 0.60%
Distribution (12b-1) Fees None None
Other Expenses 0.40%* 0.65%*
----- -----
Total Annual Fund Operating Expenses 1.00% 1.25%
Fee Waivers and Expense Reimbursements 0.25% 0.25%
----- -----
Net Total Operating Expenses 0.75%** 1.00%**
- -------------------------------------------------------------------------------
* 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 total operating expenses of the Class I and Class
II Shares from exceeding 0.75% and 1.00%, respectively, for a period of one
year, or from exceeding 1.00% and 1.25%, respectively, 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."

Page 5 of 15

<PAGE>

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. The Example also
assumes that each year your investment has a 5% return and Fund operating
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 Select Growth Equity Fund - Class I Shares $ 77 $267
Turner Select Growth Equity Fund - Class II Shares $102 $346

Page 6 of 15

<PAGE>

The Fund's Other Investments

In addition to the investments and strategies described in this prospectus, the
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 our Statement of
Additional Information (SAI). Of course, there is no guarantee that the Fund
will achieve its investment goal.

The investments and strategies described throughout this prospectus are those
that the Fund uses under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, the 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 Fund's objectives.
The 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., an SEC-registered adviser, serves as the
Adviser to the Fund. As the Fund's Adviser, Turner makes investment decisions
for the Fund and continuously reviews, supervises and administers the Fund's
investment programs. The Adviser also ensures compliance with the Fund's
investment policies and guidelines.

As of May 31, 2000, Turner had approximately $_____ billion in assets under
management. For its services, Turner is entitled to receive base investment
advisory fees as follows:

Turner Select Growth Equity Fund 0.60%

Turner's Equity Investment Philosophy

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

Page 7 of 15

<PAGE>

Portfolio Managers

The Turner Select Growth Equity Fund is managed by a committee comprised of
Robert Turner, John Hammerschmidt and Mark Turner.

Robert Turner is a member of the committee which manages the Turner Select
Growth Equity Fund, as set forth above. Mr. Turner, CFA, Chairman and Chief
Investment Officer of the Adviser, is lead manager of the Fund. Mr. Turner
co-founded Turner Investment Partners, Inc. in 1990. Prior to 1990, he was
Senior Investment Manager with Meridian Investment Company. He has 19 years of
investment experience.

John Hammerschmidt is a member of the committee which manages the Turner
Select Growth Equity Fund, as set forth above. Mr. Hammerschmidt, Senior Equity
Portfolio Manager of the Adviser, is co-manager of the Fund. Mr. Hammerschmidt
joined the Adviser in 1992. Prior to 1992, he was a Vice President in Government
Securities Trading at S.G. Warburg. He has 17 years of investment experience.

Mark Turner is a member of the committee which manages the Select Growth
Equity Fund as set forth above. Mr. Turner, Chairman of the Adviser, is
co-manager of the Fund. Mr. Turner co-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 16 years of investment experience.

Page 8 of 15

<PAGE>

Purchasing, Selling and Exchanging Fund Shares

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INVESTING IN THE TURNER FUNDS
- -------------------------------------------------------------------------------
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 Fund's Transfer Agent by 4:00 PM EST.

Your check must be made payable to the Turner Funds or wires must be sent to the
instructions listed below.

The Fund's minimum initial investment is $1 million with minimum subsequent
purchases of $10,000.
- -------------------------------------------------------------------------------
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

Turner Funds Turner Funds
P.O. Box 219805 c/o DST Systems Inc.
Kansas City, MO 64121-9805 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: Turner Select Growth Equity Fund, shareholder name and
Turner Funds account number
- -------------------------------------------------------------------------------

Page 9 of 15

<PAGE>

The Turner Select Growth Equity Fund is a "no load" mutual fund meaning you pay
no sales charge when purchasing shares of the Fund. The minimum initial
investment is $1 million and the minimum subsequent investment is $10,000. The
Fund reserves the right to waive the minimum initial investment.

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

Purchasing Turner Funds

When Can You Purchase Shares?

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

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

To open an account:

o 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.

o 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 your 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: Turner
Select Growth Equity Fund. The shareholder's name and account number must
be specified in the wire.

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 Fund receives your purchase order. NAV for one
Fund share is the value of that share's portion of all of the net assets in the
Fund. The Fund's NAV is calculated once each Business Day at the
regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m.
Eastern time). So, for you 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, the Fund generally values its investment portfolio at market
price. If market prices are unavailable or the Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.

Page 10 of 15

<PAGE>

Purchasing Additional Shares

o By Mail -- Please send your check payable to Turner Funds along with a
signed letter stating the name of the Turner Select Growth Equity Fund and
your account number.

o By Phone -- Current shareholders are eligible to purchase shares by phone
if they have requested that privilege 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 give the Fund and account
number they would like to make a subsequent purchase into. They must then
instruct their bank to wire the money by following the instructions listed
on page __.

Additional Information

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

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

You may sell shares by following procedures established when you opened your
account or accounts. If you have questions, call 1-800-224-6312.

o By Mail - If you wish to redeem shares of the Turner Funds, you 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.

o By Phone -- When filling out a New Account Application shareholders are
given the opportunity to establish telephone redemption privileges. If
shareholders elect to take advantage of this privilege they will be able to
redeem shares of the Turner Funds by calling 1-800-224-6312 (option 3) and
informing one of our representatives.

Redemptions in Kind

The Fund generally pays sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining

Page 11 of 15

<PAGE>

shareholders) the Fund 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.

Receiving Your Money

Normally, the Fund will send your sale proceeds within three Business Days after
it receives your request, but it may take up to seven days. Your proceeds can be
wired to your bank account (subject to a $10 wire fee) or sent to you by check.
If you recently purchased your shares by check or through ACH, redemption
proceeds may not be available until your check has cleared (which may take up to
15 days from your date of purchase).

Exchanging Turner Fund Shares

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 the Fund receives your exchange request.

If you meet the applicable criteria, you may exchange your shares on any
Business Day by contacting the Fund 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 your date of purchase). This exchange privilege may be changed or canceled
at any time upon 60 days' notice.

Other Policies

For Customers of Financial Institutions

If you purchase, sell or exchange Fund shares through a financial institution
(rather than directly from the Fund), 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.

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.

Page 12 of 15

<PAGE>

Suspension of Your Right to Sell Your Shares

The Fund 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 Fund's SAI.

Involuntary Sales of Your Shares

If your account balance drops below the required minimum of $500,000, 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.

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCO.) is the distributor of the Fund.
SIDCO. receives no compensation for distributing the Fund's shares.

The Fund has adopted a shareholder service plan for its Class II Shares that
allows the Fund to pay service fees of up to 0.25% of average daily net assets
for services provided to shareholders of Class II Shares.

Dividends and Distributions

The Turner Select Growth Equity Fund distributes its investment income annually
as a dividend to shareholders. The Fund makes distributions of capital gains, if
any, at least annually. If you own Fund shares on a Fund's record date, you will
be entitled to receive the distribution.

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 the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after we receive
your written notice. To cancel your election, simply send the Fund written
notice.

Taxes

Please consult your tax advisor regarding your specific questions about federal,
state and local income taxes. Summarized below are some important tax issues
that affect the Fund and its shareholders. This summary is based on current tax
laws, which may change.

The Fund will distribute substantially all of its 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. Distributions you
receive from the Fund may be taxable whether or not you reinvest them. 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. Distributions you receive from the Fund may be taxable whether or not you
reinvest them. Each sale or exchange of fund shares is a taxable event.

More information about taxes is in the SAI.

Page 13 of 15

<PAGE>

TIP FUNDS

Investment Adviser

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

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the
following:

Statement of Additional Information (SAI)

The SAI dated June 14, 2000, includes detailed information about the Fund. 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 will contain the Fund's holdings and contain information from the
Fund's managers about strategies, and recent market conditions and trends and
their impact on Fund performance. The reports will also contain detailed
financial information about the Fund.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: Call 1-800-224-6312

By Mail: Write to Turner Funds
P.O. Box 219805
Kansas City, Missouri 64121-9805

By Internet: http://www.turner-invest.com

Page 14 of 15

<PAGE>

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about TIP Funds, from the EDGAR Database on 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 on the operation of
the Public Reference Room, call 1-202-942-8090). 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 20549-0102.
You may also obtain this information, upon payment of a duplicating fee, by
e-mailing the SEC at the following address: [email protected].

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

Page 15 of 15

<PAGE>

TIP FUNDS

PROSPECTUS
June 14, 2000

TURNER GLOBAL TOP 40 FUND
TURNER B-TO-B E-COMMERCE FUND
TURNER WIRELESS & COMMUNICATIONS FUND
TURNER INTERNATIONAL OPPORTUNITIES FUND
TURNER INTERNATIONAL DISCOVERY FUND

Investment Adviser
TURNER INVESTMENT PARTNERS, INC.

Page 1 of 28

<PAGE>

About This Prospectus

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:

Page
TURNER GLOBAL TOP 40 FUND............................................XXX
TURNER B-TO-B E-COMMERCE FUND........................................XXX
TURNER WIRELESS & COMMUNICATIONS FUND................................XXX
TURNER INTERNATIONAL OPPORTUNITIES FUND..............................XXX
TURNER INTERNATIONAL DISCOVERY FUND..................................XXX
INVESTMENTS AND PORTFOLIO MANAGEMENT.................................XXX
PURCHASING, SELLING AND EXCHANGING TURNER FUNDS......................XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES...................................XXX

To obtain more information about TIP Funds, please refer to the Back Cover of
the Prospectus.

Page 2 of 28

<PAGE>

INFORMATION COMMON TO ALL FUNDS

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

Each Fund has its own investment goal and strategies for reaching that goal. The
Adviser invests Fund assets in a way that it believes will help each Fund
achieve its goal. Still, investing in the Funds involves risk 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 the Funds, 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
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.

INITIAL PUBLIC OFFERINGS

The Funds participate in initial public offerings (IPOs). If the Funds
participate in successful IPOs, these IPOs will have a significant impact on the
Funds' performance, especially on those Funds with lower asset levels. There is
no guarantee that there will be successful IPOs in the future, or that the Funds
will have access to successful IPOs. In addition, as Fund assets grow, the
positive impact of successful IPOs on Fund performance will decrease.

Page 3 of 28

<PAGE>

TURNER GLOBAL TOP 40 FUND

Fund Summary

Investment Goal Long-term capital appreciation

Investment Focus ADRs and common stocks of U.S. and
foreign companies

Share Price Volatility High

Principal Investment Strategy Attempts to identify U.S. and foreign
companies with strong earnings growth
potential

Investor Profile Investors seeking long-term growth
of capital who can withstand the share
price volatility of global equity
investing

Strategy

The Turner Global Top 40 Fund invests primarily (at least 65% of its
assets) in common stocks of companies located in U.S. and developed foreign
markets, including most nations in western Europe and the more developed nations
in the Pacific Basin and Latin America, as well as in American Depository
Receipts (ADRs) of issuers located in these countries. Turner Investment
Partners selects areas for investment by continuously analyzing the U.S. market
and 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 Fund expects to experience rising
earnings growth and to benefit from global economic trends or promising
technologies or products. The Fund's portfolio will consist of a limited number
of companies in a variety of market segments and countries throughout the world,
and it will typically consist of 30-50 stocks representing Turner's best global
investment ideas. The Fund 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.

Risks

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. dollar. These

Page 4 of 28

<PAGE>

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 underperform 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 a 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.

Performance Information

As of June 14, 2000, the Fund had not yet commenced operations, and did not have
a performance history.

The Fund will compare its performance to that of the MSCI World Index. The MSCI
World Index is an unmanaged index which represents the performance of more than
1,000 equity securities of companies located in those regions.

Fund Fees and Expenses

Shareholder Fees (fees paid directly from your investment)

Class I Shares
- -------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if 2.00%*
applicable)

* Applies to redemptions within 180 days of purchase.

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

Page 5 of 28

<PAGE>

Annual Fund Operating Expenses (expenses deducted from Fund assets)

Class I Shares
- -------------------------------------------------------------------------------
Investment Advisory Fees 1.00%*
Distribution and Service (12b-1) Fees None
Other Expenses 0.65%**
-----
Total Annual Fund Operating Expenses 1.65%
Fee Waivers and Expense Reimbursements 0.25%
-----
Net Total Operating Expenses 1.40%***
- -------------------------------------------------------------------------------
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the MSCI World Index.
** 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."

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, Fund operating expenses remain the same and you
reinvest all dividends and distributions. 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 Global Top 40 Fund - Class I Shares $143 $470

Page 6 of 28

<PAGE>

TURNER B-TO-B E-COMMERCE FUND

Fund Summary

Investment Goal Long-term capital appreciation

Investment Focus Common stocks of business-to-business
e-commerce companies

Share Price Volatility Very high

Principal Investment Strategy Attempts to identify business-to-business
e-commerce companies with strong earnings
growth potential

Investor Profile Investors seeking long-term growth of
capital who can withstand the share price
volatility of e-commerce focused equity
investing

Strategy

The Turner B-to-B E-Commerce Fund invests primarily (at least 65% of its assets)
in common stocks of companies that develop new business-to-business (b2b)
electronic commerce (e-commerce) technologies and that may experience
exceptional growth in sales and earnings driven by b2b e-commerce products and
services. Stock selection will not be based on company size, but rather on an
assessment of a company's fundamental prospects. The Fund's holdings will be
concentrated in the b2b e-commerce sector, and will range from small companies
developing new b2b e-commerce technologies to large, established firms with a
history of developing and marketing such b2b e-commerce technologies. These
companies may include companies that develop, produce or distribute products or
services over the Internet or using other electronic means. B2b companies may
also include infrastructure, security, payment, Internet access, networking,
computer hardware and software, and communications companies that facilitate
e-commerce between companies. The Fund will also invest in companies that
finance b2b and e-commerce companies.

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.

Risks

The smaller capitalization and micro capitalization companies the Fund invests
in may be more vulnerable to adverse business or economic events than larger,
more established companies. In

Page 7 of 28

<PAGE>

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,
b2b e-commerce 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 b2b e-commerce companies to become increasingly sensitive to short product
cycles and aggressive pricing. To the extent that the Fund's investments 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.

Performance Information

As of June 14, 2000, the Fund had not yet commenced operations, and did not have
a performance history.

The Fund will compare its performance to that of the _____________________Index.
The _________________________ Index is a widely-recognized,
_______________________.

Fund Fees and Expenses

Shareholder Fees (fees paid directly from your investment)

Class I Shares
- -------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if 2.00%*
applicable)

* Applies to redemptions within 180 days of purchase.

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

Page 8 of 28

<PAGE>

Annual Fund Operating Expenses (expenses deducted from Fund assets)

Class I 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 Total Operating Expenses 1.35%***

* The advisory fee is subject to a performance adjustment based on the
Fund's performance relative to the performance of the ___________________
Index.
** 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 total operating expenses from exceeding 1.35% for
a period of one year, or from exceeding 1.85% in any subsequent year. In
addition, the Fund has an arrangement with certain broker-dealers who have
agreed to pay certain Fund expenses in return for the direction of a
percentage of the Fund's brokerage transactions. As a result of these
arrangements, it is anticipated that the Fund's expenses will be reduced.
For more information about these fees, see "Investment Adviser."

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 B-to-B E-Commerce Fund - Class I Shares $137 $455

Page 9 of 28

<PAGE>

TURNER WIRELESS & COMMUNICATIONS FUND

Fund Summary

Investment Goal Long-term capital appreciation

Investment Focus Common stocks of communications
companies

Share Price Volatility Very high

Principal Investment Strategy Attempts to identify communications
companies with strong earnings growth
potential

Investor Profile Investors seeking long-term growth of
capital who can withstand the share
price volatility of communications-
focused equity investing

Strategy

The Turner Wireless & Communications Fund invests primarily (at least 65%
of its assets) in common stocks of communications companies. Stock selection
will not be based on company size, but rather on an assessment of a company's
fundamental prospects. The Fund's holdings will be concentrated in the
communications sector, and will range from small companies developing new
communications technologies to large, established firms with a history of
developing and marketing such communications technologies. These companies may
include networking companies, land-based, satellite and wireless carriers,
communications equipment manufacturers, and other companies that provide
communications-related products and services.

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.

Risks

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

Page 10 of 28

<PAGE>

In addition, the Fund is subject to the risk that its principal market segment,
telecommunications 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 telecommunications companies to become increasingly sensitive
to short product cycles and aggressive pricing. To the extent that the Fund's
investments 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.

Performance Information

As of June 14, 2000, the Fund had not yet commenced operations, and did not have
a performance history.

The Fund will compare its performance to that of the
______________________Index. The _________________________
Index is a widely-recognized, _______________________.

Fund Fees and Expenses

Shareholder Fees (fees paid directly from your investment)

Class I Shares
- -------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if 2.00%*
applicable)

* Applies to redemptions within 180 days of purchase.

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)

- -------------------------------------------------------------------------------
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the __________________ Index.
** 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 total operating expenses from exceeding 1.35% for
a period of one year, or from exceeding 1.85% in any subsequent year. In
addition, the Fund has an arrangement with certain broker-dealers who have
agreed to pay certain Fund expenses in return for the direction of a
percentage of the Fund's brokerage transactions. As a result of these
arrangements, it is anticipated that the Fund's expenses will be reduced.
For more information about these fees, see "Investment Adviser."

Page 11 of 28

<PAGE>

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 Wireless & Communications Fund - Class I Shares $137 $455

Page 12 of 28

<PAGE>

TURNER INTERNATIONAL OPPORTUNITIES FUND

Fund Summary

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 securities of
foreign companies that have strong
growth prospects or that are
attractively priced

Investor Profile Investors seeking long-term growth of
capital who can withstand the share
price volatility of investing in
foreign companies

Strategy

The Turner International Opportunities Fund invests primarily (at least 65% of
its assets) in ADRs, common stocks and other equity securities of companies that
have market capitalizations of more than $1 billion and which are domiciled in
at least three countries (other than the United States). The companies the Fund
invests in will typically be located in developed foreign markets, including
most nations in western Europe and the more developed nations in the Pacific
Basin and Latin America, but the Fund may invest up to 30% of its assets in
issuers located in emerging market countries. 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 of various market capitalizations located in a variety of industries
and business sectors that the Adviser expects to benefit from global economic
trends. The Fund will also invest in companies whose stock is attractively
valued based on historical measures such as price-to-earnings ratio or
price-to-book value. The Adviser generally does not attempt to hedge the effects
of currency fluctuations on the Fund's investments on an on-going basis, but it
is permitted to do so.

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.

Risks

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. dollar. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. In

Page 13 of 28

<PAGE>

addition, the Fund is subject to the risk that its principal market segment,
foreign stocks, may underperform compared to other market segments or to the
equity markets as a whole.

The smaller capitalization companies the Fund invests in may be more 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.
Therefore, small cap stocks may be more volatile than those of larger companies.

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 a 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. These various risks will be even greater for investments in emerging
market countries since political turmoil and rapid changes in economic
conditions are more likely to occur in these countries.

Performance Information

As of June 14, 2000, the Fund had not yet commenced operations, and did not have
a performance history.

The Fund will compare its performance to that of the MSCI EAFE Index. The MSCI
EAFE Index is a widely-recognized, capitalization-weighted (companies with
larger market capitalizations have more influence than those with smaller market
capitalizations) index of over 900 securities listed on the stock exchanges in
Europe, Australasia and the Far East.

Fees and Expenses

Shareholder Fees (fees paid directly from your investment)

Class I Shares
- -------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if 2.00%*
applicable)

* Applies to redemptions within 180 days of purchase.

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

Page 14 of 28

<PAGE>

Annual Fund Operating Expenses (expenses deducted from Fund assets)

Class I Shares
- -------------------------------------------------------------------------------
Investment Advisory Fees 1.10%*
Distribution (12b-1) Fees None
Other Expenses 0.95%**
-----
Total Annual Fund Operating Expenses 2.05%
Fee Waivers and Expense Reimbursements 0.25%
-----
Net Total Operating Expenses 1.80%***

* The advisory fee is subject to a performance adjustment based on the
Fund's performance relative to the performance of the MSCI EAFE Index.
** 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 total operating expenses from exceeding
1.80% for a period of one year, or from exceeding 2.05% 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."

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 International Opportunities Fund - Class I Shares $183 $593

Page 15 of 28

<PAGE>

TURNER INTERNATIONAL DISCOVERY FUND

Fund Summary

Investment Goal Long-term capital appreciation

Investment Focus ADRs and common stocks of small and
medium capitalization foreign companies

Share Price Volatility High

Principal Investment Strategy Attempts to identify securities of small
and medium capitalization foreign
companies that have strong growth
prospects or that are attractively priced

Investor Profile Investors seeking long-term growth of
capital who can withstand the share
price volatility of investing in small
and medium capitalization foreign
companies

Strategy

The Turner International Discovery Fund invests primarily (at least 65% of its
assets) ADRs, common stocks and other equity securities of small and medium
capitalization companies that have market capitalizations of less than $2
billion that are domiciled in at least three countries (other than the United
States). The companies the Fund invests in will typically be located in
developed foreign markets, including most nations in western Europe and the more
developed nations in the Pacific Basin and Latin America, but the Fund may
invest up to 50% of its assets in issuers located in emerging market countries.
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 small and medium capitalization companies located
in a variety of industries and business sectors that the Adviser expects to
benefit from global economic trends. The Fund will also invest in companies
whose stock is attractively valued based on historical measures such as
price-to-earnings ratio or price-to-book value. The Adviser generally does not
attempt to hedge the effects of currency fluctuations on the Fund's investments
on an on-going basis, but it is permitted to do so.

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.

Risks

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. dollar. These

Page 16 of 28

<PAGE>

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, small and medium capitalization foreign stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The small and medium capitalization companies the Fund invests in may be more
vulnerable to adverse business or economic events than larger, more established
companies. In particular, these small and mid-sized companies may have limited
product lines, markets and financial resources, and may depend upon a relatively
small management group. Therefore, small and medium capitalization stocks may be
more volatile than those of larger companies.

Performance Information

As of June 14, 2000, the Fund had not yet commenced operations, and did not have
a performance history.

The Fund will compare its performance to that of the MSCI Small Cap Index. The
MSCI Small Cap Index is a widely-recognized, _______________________.

Fund Fees and Expenses

Shareholder Fees (fees paid directly from your investment)

Class I Shares
- -------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if 2.00%*
applicable)

* Applies to redemptions within 180 days of purchase.

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

Page 17 of 28

<PAGE>

Annual Fund Operating Expenses (expenses deducted from Fund assets)

Class I Shares
- -------------------------------------------------------------------------------
Investment Advisory Fees 1.10%*
Distribution (12b-1) Fees None
Other Expenses 1.15%**
-----
Total Annual Fund Operating Expenses 2.25%
Fee Waivers and Expense Reimbursements 0.25%
-----
Net Total Operating Expenses 2.00%***

* The advisory fee is subject to a performance adjustment based on the
Fund's performance relative to the performance of the MSCI Small Cap Index.
** 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 total operating expenses from exceeding 2.00% for a
period of one year, or from exceeding 2.25% 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."

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 International Discovery Fund - Class I Shares $203 $654

Page 18 of 28

<PAGE>

The Funds' Other Investments

In addition to the investments and strategies described in this prospectus, each
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in our 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 the Funds 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., an SEC-registered adviser, serves as the
Adviser to each Fund. 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 May 31, 2000, Turner had approximately $_____ billion in assets under
management. For its services, Turner is entitled to receive base investment
advisory fees as follows:

Turner Global Top 40 Fund 1.00%
Turner B-to-B E-Commerce Fund 1.10%
Turner Wireless & Communications Fund 1.10%
Turner International Opportunities Fund 1.10%
Turner International Discovery Fund 1.10%

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. These
performance-based adjustments will take effect after the Funds have been in
operation for more than one year.

Page 19 of 28

<PAGE>

Portfolio Managers

The Turner Global Top 40 Fund is managed by a committee comprised of Mark
Turner, Robert Turner, Robb Parlanti and Chris Perry. The Turner B-to-B
E-Commerce Fund is managed by a committee comprised of Chris McHugh, Robert
Turner and John Hammerschmidt. The Turner Wireless & Communications Fund is
managed by a committee comprised of Chris McHugh, Robert Turner and Robb
Parlanti. The Turner International Opportunities and Turner International
Discovery Funds are managed by committees comprised of a team of investment
professionals at Turner.

Mark Turner is a member of the committee which manages the Turner Global
Top 40 Fund, as set forth above. Mr. Turner, President of the Adviser, is lead
manager of the Global Fund. Mr. Turner co-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 18 years of investment experience.

Robert E. Turner is a member of the committees which manage the Turner
Global Top 40, Turner B-to-B E-Commerce and Turner Wireless & Communications
Funds, as set forth above. Mr. Turner, CFA, Chairman and Chief Investment
Officer of the Adviser, is co-manager of the Global, E-Commerce and
Communications Funds. Mr. Turner co-founded Turner Investment Partners, Inc. in
1990. Prior to 1990, he was Senior Investment Manager with Meridian Investment
Company. He has 19 years of investment experience.

Robb J. Parlanti is a member of the committees which manage the Turner
Global Top 40 and Turner Wireless & Communications Funds, as set forth above.
Mr. Parlanti, CFA and Senior Portfolio Manager of the Adviser, is co-manager of
the Global and Communications Funds. Mr. Parlanti joined the Adviser in 1993.
Prior to 1993, he was Assistant Vice President and Portfolio Manager at PNC
Bank. He has 13 years of investment experience.

Chris Perry is a member of the committee which manages the Turner Global
Top 40 Fund, as set forth above. Mr. Perry, Senior Security Analyst of the
Adviser, is co-manager of the Global Fund. Mr. Perry joined the Adviser in 1998.
Prior to 1998, he was a Research Analyst with Pennsylvania Merchant Group. He
has 9 years investment experience.

Christopher K. McHugh is a member of the committees which manage the Turner
B-to-B E-Commerce and Turner Wireless & Communications Funds, as set forth
above. Mr. McHugh, Senior Equity Portfolio Manager of the Adviser, is the lead
manager of the E-Commerce and Communications Funds. Mr. McHugh joined the
Adviser in 1990. Prior to 1990, he was a Performance Specialist with Provident
Capital Management. He has 14 years of investment experience.

John Hammerschmidt is a member of the committee which manages the Turner
B-to-B E-Commerce Fund, as set forth above. Mr. Hammerschmidt, Senior Equity
Portfolio Manager of the Adviser, is co-manager of the E-Commerce Fund. Mr.
Hammerschmidt joined the Adviser in 1992. Prior to 1992, he was Vice President
in Government Securities Trading at S.G. Warburg. He has 17 years of investment
experience.

Page 20 of 28

<PAGE>

Purchasing, Selling and Exchanging Fund Shares

- -------------------------------------------------------------------------------
INVESTING IN THE TURNER FUNDS
- -------------------------------------------------------------------------------

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 Funds' Transfer Agent by 4:00 PM EST.

Your check must be made payable to the Turner Funds or wires must be sent to the
instructions below.

Each Fund's minimum initial investment is $2,500 with minimum subsequent
purchases of $50.
- -------------------------------------------------------------------------------
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

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

Page 21 of 28

<PAGE>

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 the
minimum subsequent investment is $50. 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.

Purchasing Turner Fund Shares

When Can You Purchase Shares?

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

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

To open an account:

o 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 your 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 a bank, you may purchase shares
automatically through regular deductions from your account. Please call
1-800-224-6312 for information regarding participating banks. With a $100
minimum initial investment, 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. NAV for one
Fund share is the value of that share's portion of all of the net assets in the
Fund. The Funds' NAV is calculated once each Business Day at the
regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m.
Eastern time). So, for you to receive the current Business Day's NAV, generally
we must receive your purchase order before 4:00 p.m. Eastern time.

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<PAGE>

In calculating NAV, a Fund generally values its investment portfolio at market
price. If market prices are unavailable or a Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees. The 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 NAV of the Funds'
shares may change on days when you cannot purchase or sell Fund shares.

Purchasing Additional Shares

o 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.

Additional Information

You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Fund shares for customers. If you invest
through an authorized institution, you will have to follow its procedures, which
may be different from the procedures for investing directly. Your institution
may charge a 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 Fund to your institution.

Selling Turner Fund Shares

You may sell shares by following procedures established when you opened your
account or accounts. If you have questions, call 1-800-224-6312.

Page 23 of 28

<PAGE>

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 $50 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account. Please
call 1-800-224-6312 for information regarding banks that participate in the
Systematic Withdrawal Plan.

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.

Redemptions in Kind

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

Receiving Your Money

Normally, the Funds will send your sale proceeds within three Business Days
after they receive your request, but it may take up to seven days. Your proceeds
can be wired to your bank account (subject to a $10 wire fee) or sent to you by
check. If you recently purchased your shares by check or through ACH, redemption
proceeds may not be available until your check has cleared (which may take up to
15 days from your date of purchase).

Exchanging Turner Fund Shares

Page 24 of 28

<PAGE>

If you meet the applicable criteria, you may exchange your shares on any
Business Day by contacting the Funds 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 your date of purchase). This exchange privilege may be changed or canceled
at any time upon 60 days' notice.

Other Policies

For Customers of Financial Institutions

If you purchase, sell or exchange Fund shares through a financial institution
(rather than directly from the Funds), 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.

Telephone Transactions

Suspension of Your Right to Sell Your 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' 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.

Distribution of Fund Shares

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

Page 25 of 28

<PAGE>

Dividends and Distributions

The Funds distribute their investment income annually as a dividend to
shareholders. The Funds make distributions of capital gains, if any, at least
annually. If you own Fund shares on a Fund's record date, you will be entitled
to receive the distribution.

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 the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after we receive
your written notice. To cancel your election, simply send the Funds written
notice.

Taxes

Please consult your tax advisor regarding your specific questions about federal,
state and local income taxes. Summarized below are 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 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. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. 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. Distributions you receive from a Fund may be taxable whether or not you
receive them. Each sale or exchange of fund shares is a taxable event.

Some foreign governments levy withholding taxes against dividend and
interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion will reduce the income received from the
securities comprising the portfolios of the Turner Global Top 40, Turner
International Opportunities and Turner International Discovery Funds.

The Turner Global Top 40, Turner International Opportunities and Turner
International Discovery 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 SAI.

Page 26 of 28

<PAGE>

TIP FUNDS

Investment Adviser

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

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

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

Statement of Additional Information (SAI)

The SAI dated June 14, 2000, includes detailed information about the 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 will contain the Funds' holdings and contain information from the
Funds' managers about strategies, and recent market conditions and trends and
their impact on Fund performance. The reports will also contain detailed
financial information about the Funds.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: Call 1-800-224-6312

By Mail: Write to Turner Funds
P.O. Box 219805
Kansas City, Missouri 64121-9805

By Internet: http://www.turner-invest.com

Page 27 of 28

<PAGE>

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

Page 28 of 28

<PAGE>

TIP FUNDS

TURNER SELECT GROWTH EQUITY FUND
TURNER GLOBAL TOP 40 FUND
TURNER B-TO-B E-COMMERCE FUND
TURNER WIRELESS & COMMUNICATIONS FUND
TURNER INTERNATIONAL OPPORTUNITIES FUND
TURNER INTERNATIONAL DISCOVERY FUND

INVESTMENT ADVISER:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Turner Select Growth Equity Fund ("Select Growth Fund"), Turner Global Top
40 Fund ("Global Fund"), Turner B-to-B E-Commerce Fund ("E- Commerce Fund"),
Turner Wireless & Communications Fund ("Communications Fund"), Turner
International Opportunities Fund ("International Opportunities Fund") and Turner
International Discovery Fund ("International Discovery 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' Prospectuses dated June 14, 2000.
The Prospectuses may be obtained without charge by calling 1-800-224-6312.

TABLE OF CONTENTS

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

June 14, 2000

<PAGE>

THE TRUST

This Statement of Additional Information relates only to the Turner Select
Growth Equity Fund (formerly, the Turner Focused Large Cap Fund) ("Select Growth
Fund"), Turner Global Top 40 Fund (formerly, the Turner International Growth
Fund) ("Global Fund"), Turner B-to-B E- Commerce Fund ("E-Commerce Fund"),
Turner Wireless & Communications Fund ("Communications Fund"), Turner
International Opportunities Fund ("International Opportunities Fund") and Turner
International Discovery Fund ("International Discovery Fund") (each a "Fund"
and, together the "Funds"). Each is a separate series of 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 of units of beneficial interest (the "shares")
and separate classes of funds. Each portfolio is a separate mutual fund and each
share of each portfolio represents an equal proportionate interest in that
portfolio. Shareholders may purchase shares in the Select Growth Fund through
two separate classes, Class I and Class II, which provide for variations in
shareholder service costs, transfer agent fees, voting rights and dividends. The
other Funds offer only Class I Shares. Except for differences
between the Class I Shares and the Class II Shares pertaining to distribution
and shareholder servicing, voting rights, dividends and transfer agent expenses,
each share of each series represents an equal proportionate interest in that
series. Please see "Description of Shares" for more information.

INVESTMENT OBJECTIVES

Turner Select Growth Equity Fund -- The Select Growth Fund seeks long-term
capital appreciation.

Turner Global Top 40 Fund -- The Global Fund seeks long-term capital
appreciation.

Turner B-to-P-E-commerce Fund -- The E-Commerce Fund seeks long-term capital
appreciation.

Turner Wireless & Communications Fund -- The Communications Fund seeks long-term
capital appreciation.

Turner International Opportunities Fund -- The International Opportunities Fund
seeks long-term capital appreciation.

Turner International Discovery Fund -- The International Discovery Fund seeks
long-term capital appreciation.

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

INVESTMENT POLICIES

S-2

<PAGE>

Turner Select Growth Equity Fund -- The Select Growth Fund invests primarily
(and, under normal conditions, at least 80% of its total assets) in common
stocks and other U.S. companies with very large market capitalizations (i.e.
over $10 billion) that the Adviser believes have strong earnings growth
potential. The Select Growth Fund may also purchase securities of smaller
companies that offer growth potential. The Select Growth Fund will invest in
securities of companies that are diversified across economic sectors. Portfolio
exposure is generally limited to a maximum of 2% in any single issue. However,
the Select Growth Fund may hold up to two times the Index weighting of those
securities that comprise between 1% and 5% of the Russell Top 200 Growth Index,
and up to one and one-half times the Index weighting of those securities that
comprise more than 5% of Index. Any remaining assets may be invested in
securities issued by smaller capitalization companies, warrants and rights to
purchase common stocks, and they may invest up to 10% of its total assets in
American Depository Receipts ("ADRs"). The Select Growth Fund will only purchase
securities that are traded on registered exchanges or the over-the-counter
market in the United States. The Select Growth Fund may purchase shares of other
investment companies and foreign securities.

Turner Global Top 40 Fund -- The Global Fund invests primarily (at least
65% of its assets) in common stocks of companies located in U.S. and developed
foreign markets, including most nations in western Europe and the more developed
nations in the Pacific Basin and Latin America, as well as in ADRs of issuers
located in those countries. The Adviser selects areas for investment by
continuously analyzing the U.S. market and 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 Global
Fund invests in companies located in a variety of industries and business
sectors that it expects to experience rising earnings growth and to benefit from
global economic trends or promising technologies or products. The Global Fund's
portfolio will consist of a limited number of companies in a variety of market
segments and countries throughout the world, and it will typically consist of
30-50 stocks representing Turner's best global investment ideas. The Global Fund
generally does not attempt to hedge the effects of currency fluctuations on its
investments on an on-going basis.

Certain securities of non-U.S. issuers purchased by the Global 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 Global
Fund expects its investments to emphasize large, intermediate and small
capitalization companies.

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

Turner B-to-B E-Commerce Fund -- The E-Commerce Fund invests primarily (at least
65% of its assets) in common stocks of companies that develop new
business-to-business ("b2b") electronic commerce ("e-commerce") technologies and
that may experience exceptional growth

S-3

<PAGE>

in sales and earnings driven by b2b e-commerce products and services. Stock
selection will not be based on company size, but rather on an assessment of a
company's fundamental prospects. The E-Commerce Fund's holdings will be
concentrated in the b2b e-commerce sector, and will range from small companies
developing new b2b e-commerce technologies to large, established firms with a
history of developing and marketing such b2b e-commerce technologies. These
companies may include companies that develop, produce or distribute products or
services over the Internet or using other electronic means. B2b companies may
also include infrastructure, security, payment, Internet access, networking,
computer hardware and software, and communications companies that facilitate
e-commerce between companies. The E-Commerce Fund will also invest in companies
that finance b2b e-commerce companies.

The E-Commerce Fund may invest in warrants and rights to purchase common stocks,
convertible and preferred stocks, stocks of foreign issuers, ADRs and shares of
other investment companies.

The E-Commerce Fund invests in dynamic, publicly-traded b2b e-commerce
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 b2b e-commerce companies represented in the E-Commerce 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
b2b e-commerce companies that the E-Commerce Fund will invest in will be
located in the U.S.

The E-Commerce Fund's share price can move up and down significantly, even over
short periods of time, due to the volatile nature of many b2b e-commerce stocks.
To manage risk and improve liquidity, the Adviser expects to invest in numerous
publicly traded companies, representing a broad cross-section of U.S. and
foreign b2b e-commerce companies.

Turner Wireless & Communications Fund -- The Communications Fund invests
primarily (at least 65% of its assets) in common stocks of communications
companies. Stock selection will not be based on company size, but rather on an
assessment of a company's fundamental prospects. The Communications Fund's
holdings will be concentrated in the communications sector, and will range from
small companies developing new communications technologies to large, established
firms with a history of developing and marketing such communications
technologies. These companies may include networking companies, land-based,
satellite and wireless carriers, communications equipment manufacturers, and
other companies that provide communications-related products and services.

The Communications Fund may invest in warrants and rights to purchase common
stocks, convertible and preferred stocks, stocks of foreign issuers, ADRs and
shares of other investment companies.

S-4
<PAGE>

The Communications Fund invests in dynamic, publicly-traded communications
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 communications companies represented in the Communications 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
communications companies that the Communications Fund will invest in will be
located in the U.S.

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

Turner International Opportunities Fund -- The International Opportunities Fund
invests primarily (at least 65% of its assets) in ADRs and common stocks of
companies that have market capitalizations of more than $1 billion and which are
domiciled in at least three countries (other than the United States). The
companies the Fund invests in will typically be located in developed foreign
markets, including most nations in western Europe and the more developed nations
in the Pacific Basin and Latin America, but the Fund may invest up to 30% of its
assets in issuers located in emerging market countries. 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
International Opportunities Fund invests in companies of various market
capitalizations located in a variety of industries and business sectors that the
Adviser expects to benefit from global economic trends. The International
Opportunities Fund will also invest in companies whose stock is attractively
value based on historical measures such as price-to-earnings ratio or
price-to-book value. The Adviser generally does not attempt to hedge the effects
of currency fluctuations on the International Opportunities Fund's investments
on an on-going basis.

Certain securities of non-U.S. issuers purchased by the International
Opportunities 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 EDRs, CDRs
or GDRs. The International Opportunities Fund expects its investments to
emphasize large, intermediate and small capitalization companies.

The International Opportunities Fund may also invest in warrants and rights to
purchase common stocks, convertible and preferred stocks, and securities of
other investment companies. In addition, the International Opportunities Fund
may invest in foreign government obligations, corporate bonds and debentures,
and short-term instruments. Although permitted to do so, the International
Opportunities Fund does not currently intend to invest in securities issued by
passive foreign investment companies or to engage in securities lending.

S-5

<PAGE>

The International Opportunities Fund defines an emerging market country as
any country the economy and market of which the World Bank or the United Nations
considers to be emerging or developing. The International Opportunities Fund's
advisers consider emerging market issuers to be companies the securities of
which are principally traded in the capital markets of emerging market
countries; that derive at least 50% of their total revenue from either goods
produced or services rendered in emerging market countries, regardless of where
the securities of such companies are principally traded; that are organized
under the laws of and have a principal office in an emerging market country; or
that are government issuers located in an emerging market country.

Turner International Discovery Fund -- The International Discovery Fund invests
primarily (at least 65% of its assets) in ADRs, common stocks and other equity
securities of small and medium capitalization companies that have market
capitalizations of less than $2 billion that are domiciled in at least three
countries (other than the United States). The companies the Fund invests in will
typically be located in developed foreign markets, including most nations in
western Europe and the more developed nations in the Pacific Basin and Latin
America, but the International Discovery Fund may invest up to 50% of its assets
in issuers located in emerging market countries. 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 small
and medium capitalization companies located in a variety of industries and
business sectors that the Adviser expects to benefit from global economic
trends. The Fund will also invest in companies whose stock is attractively value
based on historical measures such as price-to-earnings ratio or price-to-book
value. The Adviser generally does not attempt to hedge the effects of currency
fluctuations on the Fund's investments on an on-going basis.

Certain securities of non-U.S. issuers purchased by the International Discovery
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 EDRs, CDRs or GDRs. The International
Discovery Fund expects its investments to emphasize large, intermediate and
small capitalization companies.

The International Discovery Fund may also invest in warrants and rights to
purchase common stocks, convertible and preferred stocks, and securities of
other investment companies. In addition, the International Discovery Fund may
invest in foreign government obligations, corporate bonds and debentures, and
short-term instruments. Although permitted to do so, the International Discovery
Fund does not currently intend to invest in securities issued by passive foreign
investment companies or to engage in securities lending.

The International Discovery Fund defines an emerging market country as any
country the economy and market of which the World Bank or the United Nations
considers to be emerging or developing. The International Discovery Fund's
advisers consider emerging market issuers to be companies the securities of
which are principally traded in the capital markets of emerging market
countries; that derive at least 50% of their total revenue from either goods
produced or services rendered in emerging market countries, regardless of where
the securities of such

S-6

<PAGE>

companies are principally traded; that are organized under the laws of and
have a principal office in an emerging market country; or that are government
issuers located in an emerging market country.

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 purchase convertible securities.

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,
including privately placed 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 money market instruments (including U.S. Government securities, bank
obligations, commercial paper rated in the highest rating category by an NRSRO,
repurchase agreements involving the foregoing securities), shares of money
market investment companies and cash.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

American Depositary Receipts ("ADRs")

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
may be available through "sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the security underlying the
receipt and a depositary, whereas an unsponsored facility may be established by
a depositary without participation by the issuer of the underlying security.
Holders of unsponsored depositary receipts generally bear all the costs of the
unsponsored facility. 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.

Asset-Backed Securities

S-7

<PAGE>

Asset-backed securities are secured by non-mortgage assets such as company
receivables, truck and auto loans, leases and credit card receivables. Such
securities are generally issued as pass-through certificates, which represent
undivided fractional ownership interests in the underlying pools of assets. Such
securities also may be debt instruments, which are also known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning such assets and
issuing such debt.

Borrowing

The Funds may borrow money equal to 5% of their total assets for temporary
purposes to meet redemptions or to pay dividends. Borrowing may exaggerate
changes in the net asset value of a Fund's shares and in the return on the
Fund's portfolio. Although the principal of any borrowing will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
The Funds may be required to liquidate portfolio securities at a time when it
would be disadvantageous to do so in order to make payments with respect to any
borrowing.

Brady Bonds

The International Opportunities and International Discovery Funds may
invest in Brady Bonds. Certain debt obligations, customarily referred to as
"Brady Bonds," are created through the exchange of existing commercial bank
loans to foreign entities for new obligations in connection with a debt
restructuring. Brady Bonds have only been issued since 1989, and, accordingly,
do not have a long payment history. In addition, they are issued by governments
that may have previously defaulted on the loans being restructured by the Brady
Bonds, so are subject to the risk of default by the issuer. They may be fully or
partially collateralized or uncollateralized and issued in various currencies
(although most are U.S. dollar denominated) and they are actively traded in the
over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady
Bonds, which may be fixed rate par bonds or floating rate discount bonds, are
generally collateralized in full as to principal due at maturity by U.S.
Treasury zero coupon obligations which have the same maturity as the Brady
Bonds. Certain interest payments on these Brady Bonds may be collateralized by
cash or securities in an amount that, in the case of fixed rate bonds, is
typically equal to between 12 and 18 months of rolling interest payments or, in
the case of floating rate bonds, initially is typically equal to between 12 and
18 months rolling interest payments based on the applicable interest rate at
that time and is adjusted at regular intervals thereafter with the balance of
interest accruals in each case being uncollateralized. Payment of interest and
(except in the case of principal collateralized Brady Bonds) principal on Brady
Bonds with no or limited collateral depends on the willingness and ability of
the foreign government to make payment. In the event of a default on
collateralized Brady Bonds for which obligations are accelerated, the collateral
for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be held by
the collateral agent to the scheduled maturity of the defaulted Brady Bonds,
which will continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course.

Based upon current market conditions, a Fund would not intend to purchase Brady
Bonds which, at the time of investment, are in default as to payment. However,
in light of the residual risk of Brady Bonds and, among other factors, the
history of default with respect to commercial bank

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loans by public and private entities of countries issuing Brady Bonds,
investments in Brady Bonds are to be viewed as speculative. A substantial
portion of the Brady Bonds and other sovereign debt securities in which the
Funds invest are likely to be acquired at a discount,
which involves certain additional considerations.

Sovereign obligors in developing and emerging market countries are among
the world's largest debtors to commercial banks, other governments,
international financial organizations and other financial institutions. These
obligors have in the past experienced substantial difficulties in servicing
their external debt obligations, which led to defaults on certain obligations
and the restructuring of certain indebtedness. Restructuring arrangements have
included, among other things, reducing and rescheduling interest and principal
payments by negotiating new or amended credit agreements or converting
outstanding principal and unpaid interest to Brady Bonds, and obtaining new
credit to finance interest payments. Holders of certain foreign sovereign debt
securities may be requested to participate in the restructuring of such
obligations and to extend further loans to their issuers. There can be no
assurance that the Brady Bonds and other foreign sovereign debt securities in
which the Fund may invest will not be subject to similar restructuring
arrangements or to requests for new credit which may adversely affect a Fund's
holdings. Furthermore, certain participants in the secondary market for such
debt may be directly involved in negotiating the terms of these arrangements and
may therefore have access to information not available to other market
participants.

Convertible Securities

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

Derivatives

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

Equity Securities

Equity securities include common stocks, preferred stocks, warrants, rights to
acquire common or preferred stocks, and securities convertible into or
exchangeable for common stocks.

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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.

Eurobonds

Eurobonds are bonds denominated in U.S. dollars or another currency and sold to
investors outside of the country whose currency is used. Eurobonds may be issued
by government or corporate issuers, and are typically underwritten by banks and
brokerage firms from numerous countries. While Eurobonds typically pay principal
and interest in Eurodollars, U.S. dollars held in banks outside of the United
States, they may pay principal and interest in other currencies.

Fixed Income Securities

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

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

Forward Foreign Currency Contracts

The Global, International Opportunities and International Discovery Funds
may enter into forward foreign currency contracts to manage foreign currency
exposure and as a hedge against possible variations in foreign exchange rates.
The Funds may enter into forward foreign currency contracts to hedge a specific
security transaction or to hedge a portfolio position. These contracts may be
bought or sold to protect the Funds, to some degree, against possible losses
resulting from an adverse change in the relationship between foreign currencies
and the U.S. dollar. The Funds also may invest in foreign currency futures and
in options on currencies. Forward foreign currency contracts involve an
obligation to purchase or sell a specified currency at a future date at a price
set at the time of the contract. A Fund may enter into a contract to sell, for a
fixed amount of U.S. dollars or other appropriate currency, the amount of
foreign currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency. Forward currency contracts do not
eliminate fluctuations in the values of portfolio securities but rather

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allow a Fund to establish a rate of exchange for a future point in time. At
the maturity of a forward contract, the Fund may either sell a Fund security and
make delivery of the foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign currency by
purchasing an "offsetting" contract with the same currency trader, obligating it
to purchase, on the same maturity date, the same amount of the foreign currency.
The Fund may realize a gain or loss from currency transactions.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund may enter into a forward foreign currency contract for
the amount of the purchase or sale price to protect against variations, between
the date the security is purchased or sold and the date on which payment is made
or received, in the value of the foreign currency relative to the United States
dollar or other foreign currency.

Also, when an adviser anticipates that a particular foreign currency may decline
substantially relative to the United States dollar or other leading currencies,
in order to reduce risk, a Fund may enter into a forward contract to sell, for a
fixed amount, the amount of foreign currency approximating the value of its
securities denominated in such foreign currency. With respect to any such
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date it
matures. In addition, while forward currency contracts may offer protection from
losses resulting from declines in value of a particular foreign currency, they
also limit potential gains which might result from increases in the value of
such currency. A Fund will also incur costs in connection with forward foreign
currency contracts and conversions of foreign currencies into United States
dollars. A Fund will place assets in a segregated account to assure that its
obligations under forward foreign currency contracts are covered.

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.

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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 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.

High Yield Foreign Sovereign Debt Securities

Investing in fixed and floating rate high yield foreign sovereign debt
securities will expose the International Opportunities and International
Discovery Funds to the direct or indirect consequences of political, social or
economic changes in the countries that issue the securities. The ability of a
foreign sovereign obligor to make timely payments on its external debt
obligations will also be strongly influenced by the obligor's balance of
payments, including export performance, its access to international credits and
investments, fluctuations in interest rates and the extent of its foreign
reserves.

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Countries such as those in which the Funds may invest have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate or trade difficulties and extreme poverty and
unemployment. Many of these countries are also characterized by political
uncertainty or instability. Additional factors which may influence the ability
or willingness to service debt include, but are not limited to, a country's cash
flow situation, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of its debt service burden to the economy as a
whole, and its government's policy towards the International Monetary Fund, the
World Bank and other international agencies. A country whose exports are
concentrated in a few commodities or whose economy depends on certain strategic
imports could be vulnerable to fluctuations in international prices of these
commodities or imports. To the extent that a country receives payment for its
exports in currencies other than dollars, its ability to make debt payments
denominated in dollars could be adversely affected. If a foreign sovereign
obligor cannot generate sufficient earnings from foreign trade to service its
external debt, it may need to depend on continuing loans and aid from foreign
governments, commercial banks and multilateral organizations, and inflows of
foreign investment. The commitment on the part of these foreign governments,
multilateral organizations and others to make such disbursements may be
conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds, which may further impair the obligor's
ability or willingness to timely service its debts.

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 a
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 of over seven days in length.
The Funds may invest in securities that are neither listed on a stock exchange
nor traded over-the-counter, including privately placed securities. Investing in
such unlisted emerging country equity securities, including investments in new
and early stage companies, may involve a high degree of business and financial
risk that can result in substantial losses. As a result of the absence of a
public trading market for these securities, they may be less liquid than
publicly traded securities. Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities. Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear
the expenses of registration.

In addition, the International Opportunities and International Discovery
Funds believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements, unlisted securities
and other similar situations (collectively, "special situations") could enhance
the Fund's capital appreciation potential. To the extent these investments are
deemed illiquid, the Funds' investment in them will be consistent with its 15%

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restriction on investment in illiquid securities. Investments in special
situations and certain other instruments may be liquid, as determined by the
Adviser based on criteria approved by the Board of Trustees.

Initial Public Offerings ("IPOs")

The Funds may purchase Shares in IPOs. Most IPOs involve a high degree of
risk not normally associated with offerings of more seasoned companies.
Companies involved in IPOs generally have limited operating histories, and their
prospects for future profitability are uncertain. These companies often are
engaged in new and evolving businesses and are particularly vulnerable to
competition and to changes in technology, markets and economic conditions. They
may be dependent on certain key managers and third parties, need more personnel
and other resources to manage growth and require significant additional capital.
They may also be dependent on limited product lines and uncertain property
rights and need regulatory approvals. Investors in IPOs can be affected by
substantial dilution in the value of their shares, by sales of additional shares
and by concentration of control in existing management and principal
shareholders. Stock prices of IPOs can also be highly unstable, due to the
absence of a prior public market, the small number of shares available for
trading and limited investor information.

Because IPO shares frequently are volatile in price, the Funds may hold IPO
shares for a very short period of time. This may increase the turnover of a
Fund's portfolio and may lead to increased expenses to a Fund, such as
commissions and transaction costs. By selling shares, a Fund may realize taxable
capital gains that it will subsequently distribute to shareholders.

Internet Securities

Internet and Internet-related companies are generally subject to a rate of
change in technology which is higher than other industries and often requires
extensive and sustained investment in research and development. As a result,
Internet and Internet-related companies are exposed to the risk of rapid product
obsolescence. Changes in governmental policies, such as telephone and cable
regulations and anti-trust enforcement, and the need for regulatory approvals
may have an adverse effect on the products, services and securities of Internet
and Internet-related companies. Internet and Internet-related companies may also
produce or use products or services that prove commercially unsuccessful. In
addition, intense worldwide competitive pressures and changing demand, evolving
industry standards, challenges in achieving product capability, loss of patent
protection or proprietary rights, reduction or interruption in the supply of key
components, changes in strategic alliances, frequent mergers or acquisitions or
other factors can have a significant effect on the financial conditions of
companies in these industries. Competitive pressures in the Internet and
Internet-related industries may affect negatively the financial condition of
Internet and Internet-related companies. Internet and Internet-related companies
are also subject to the risk of service disruptions, and the risk of losses
arising out of litigation related to these losses. Many Internet companies have
exceptionally high price-to-earnings ratios

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with little or no earnings histories, and are currently operating at a loss
and may never be profitable. In certain instances, Internet and Internet-related
securities may experience significant price movements caused by disproportionate
investor optimism or pessimism with little or no basis in fundamental economic
conditions. As a result of these and other reasons, investments in the Internet
and Internet-related industry can experience sudden and rapid appreciation and
depreciation.

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. See also "Investment Limitations."

Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuer's portfolio
securities and are subject to limitations under the 1940 Act. A Fund also may
incur tax liability to the extent it invests in the stock of a foreign issuer
that constitutes a "passive foreign investment company."

Lower Rated Securities

The International Opportunities and International Discovery Funds may invest in
lower-rated bonds commonly referred to as "junk bonds" or high-yield/high-risk
securities. Lower rated securities are defined as securities rated below the
fourth highest rating category by a nationally recognized statistical rating
organization ("NRSRO"). Such obligations are speculative and may be in default.
There may be no bottom limit on the ratings of high-yield securities that may be
purchased or held by a Fund. Lower rated or unrated (i.e., high yield)
securities are more likely to react to developments affecting issuers than are
more highly rated securities, which primarily react to movements in the general
level of interest rates. The market values of fixed-income securities tend to
vary inversely with the level of interest rates. Yields and market values of
high yield securities will fluctuate over time, reflecting not only changing
interest rates but the market's perception of credit quality and the outlook for
economic growth. When economic conditions appear to be deteriorating, medium to
lower rated securities may decline in value due to heightened concern over
credit quality, regardless of prevailing interest rates. Investors should
carefully consider the relative risks of investing in high yield securities and
understand that such securities are not generally meant for short-term
investing.

Adverse economic developments can disrupt the market for high yield securities,
and severely affect the ability of issuers, especially highly leveraged issuers,
to service their debt obligations

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or to repay their obligations upon maturity which may lead to a higher
incidence of default on such securities. In addition, the secondary market for
high yield securities, which is concentrated in relatively few market makers,
may not be as liquid as the secondary market for more highly rated securities.
As a result, the Fund's Adviser could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Furthermore the Trust may experience
difficulty in valuing certain securities at certain times. Prices realized upon
the sale of such lower rated or unrated securities, under these circumstances,
may be less than the prices used in calculating the Fund's net asset value.

Lower rated or unrated debt obligations also present risks based on payment
expectations. If an issuer calls the obligations for redemption, the Fund may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If the Fund experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Fund's investment portfolio and
increasing the exposure of the Fund to the risks of high yield securities.

Growth of High-Yield, High-Risk Bond Market: The widespread expansion of
government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downturn could severely disrupt the market for lower
rated bonds and adversely affect the value of outstanding bonds and the ability
of the issuers to repay principal and interest. The market for lower-rated
securities may be less active, causing market price volatility and limited
liquidity in the secondary market. This may limit the Fund's ability to sell
such securities at their market value. In addition, the market for these
securities may be adversely affected by legislative and regulatory developments.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.

Sensitivity to Interest Rate and Economic Changes: Lower rated bonds are very
sensitive to adverse economic changes and corporate developments. During an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would aversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a bond defaulted on its obligations to pay interest or principal or entered
into bankruptcy proceedings, the Fund may incur losses or expenses in seeking
recovery of amounts owed to it. In addition, periods of economic uncertainty and
change can be expected to result in increased volatility of market prices of
high-yield, high-risk bonds and the Fund's net asset value.

Payment Expectations: High-yield, high-risk bonds may contain redemption or call
provisions. If an issuer exercised these provisions in a declining interest rate
market, the Fund would have to replace the security with a lower yielding
security, resulting in a decreased return for investors. Conversely, a
high-yield, high-risk bond's value will decrease in a rising interest rate
market, as will the value of the Fund's assets. If the Fund experiences
significant unexpected net redemptions, this may force it to sell high-yield,
high-risk bonds without regard to their investment merits, thereby decreasing
the asset base upon which expenses can be spread and possibly reducing the
Fund's rate of return.

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Taxes: The Fund may purchase debt securities (such as zero-coupon or pay-in-kind
securities) that contain original issue discount. Original issue discount that
accrues in a taxable year is treated as earned by a Fund and therefore is
subject to the distribution requirements of the tax code even though the Fund
has not received any interest payments on such obligations during that period.
Because the original issue discount earned by the Fund in a taxable year may not
be represented by cash income, the Fund may have to dispose of other securities
and use the proceeds to make distributions to shareholders.

Money Market Instruments

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

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

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would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

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

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

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

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<PAGE>

amount at least equal to the market value of the option and will maintain
the account while the option is open or will otherwise cover the transaction.

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

Portfolio Turnover

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

Receipts

Receipts are sold as zero coupon securities, which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accreted over
the life of the security, and such accretion will constitute the income earned
on a security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest
paying investments.

REITS

The Funds may invest in 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 of their underlying
properties and by defaults by

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<PAGE>

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

Repurchase Agreements

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

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

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<PAGE>

qualified institutional buyers become, for a time, uninterested in
purchasing such securities. Unregistered securities sold in reliance on the
exemption from registration in Section 4(2) of the 1933 Act and securities
exempt from registration on re-sale pursuant to Rule 144A of the 1933 Act may be
treated as liquid securities under procedures adopted by the Board of Trustees.

Securities Lending

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

Securities of Foreign Issuers

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. Such
risks include future adverse political and economic developments, possible
imposition of withholding taxes on income, possible seizure, nationalization or
expropriation of foreign deposits, possible establishment of exchange controls
or taxation at the source or greater fluctuation in value due to changes in
exchange rates. 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. 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.

A Fund's investments in emerging markets can be considered speculative, and
therefore may offer higher potential for gains and losses than investments in
developed markets of the world. With respect to any emerging country, there may
be a greater potential for nationalization, expropriation or confiscatory
taxation, political changes, government regulation, social instability or
diplomatic developments (including war) which could affect adversely the
economies of such countries or investments in such countries. The economies of
developing countries generally are heavily dependent upon international trade
and, accordingly, have been and may continue to be adversely affected by trade
barriers, exchange or currency controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.

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<PAGE>

In addition to the risks of investing in emerging market country debt
securities, a Fund's investment in government, government-related and
restructured debt instruments are subject to special risks, including the
inability or unwillingness to repay principal and interest, requests to
reschedule or restructure outstanding debt, and requests to extend additional
loan amounts. A Fund may have limited recourse in the event of default on such
debt instruments.

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.

Sovereign Debt

The cost of servicing external debt will also generally be adversely affected by
rising international interest rates, because many external debt obligations bear
interest at rates which are adjusted based upon international interest rates.
The ability to service external debt will also depend on the level of the
relevant government's international currency reserves and its access to foreign
exchange. Currency devaluations may affect the ability of a sovereign obligor to
obtain sufficient foreign exchange to service its external debt.

As a result of the foregoing or other factors, a governmental obligor may
default on its obligations. If such an event occurs, a Fund may have limited
legal recourse against the issuer and/or guarantor. Remedies must, in some
cases, be pursued in the courts of the defaulting party itself, and the ability
of the holder of foreign sovereign debt securities to obtain recourse may be
subject to the political climate in the relevant country. In addition, no
assurance can be given that the holders of commercial bank debt will not contest
payments to the holders of other foreign sovereign debt obligations in the event
of default under their commercial bank loan agreements.

Telecommunications Securities

The economic prospects of telecommunications companies can dramatically
fluctuate due to regulatory and competitive environment changes around the
world. Most products or services provided by telecommunications companies
require substantial investment and are subject to competitive obsolescence.
Telecommunications companies are particularly subject to political and currency
risks. Changes in governmental policies, such as telephone and cable
regulations, and the need for regulatory approvals may have an adverse effect on
the products, services and securities of telecommunications companies. Some
telecommunications companies may not have an established history or revenue or
earnings at the time of purchase. As a result, dividend income, if any, is
likely to be incidental.

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<PAGE>

U.S. Government Agency Obligations

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

U.S. Government Securities

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

U.S. Treasury Obligations

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

Variable and Floating Rate Instruments

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.

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<PAGE>

Yankee Obligations

Yankee obligations ("Yankees") are U.S. dollar-denominated instruments of
foreign issuers who either register with the SEC or issue under Rule 144A under
the Securities Act of 1933 Act. These obligations consist of debt securities
(including preferred or preference stock of non-governmental issuers),
certificates of deposit, fixed time deposits and bankers' acceptances issued by
foreign banks, and debt obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies and
supranational entities. Some securities issued by foreign governments or their
subdivisions, agencies and instrumentalities may not be backed by the full faith
and credit of the foreign government.

The Yankee obligations selected for a Fund will adhere to the same quality
standards as those utilized for the selection of domestic debt obligations.

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 each Fund's total assets.

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

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<PAGE>

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 E-Commerce and Communications Funds.

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

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

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including REITs),
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 1940 Act except as permitted by
rule, regulation or order of 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.

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<PAGE>

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

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

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

THE ADVISER

Turner Investment Partners, Inc., 1235 Westlakes Drive, Suite 350, Berwyn,
Pennsylvania 19312, is a professional investment management firm founded in
March, 1990. Robert E. Turner is the Chairman and controlling shareholder of the
Adviser. As of May 31, 2000, the Adviser had discretionary management authority
with respect to approximately $____ billion of assets. The Adviser has provided
investment advisory services to investment companies since 1992.

Turner recently conducted a study to redefine the maximum asset capacity for its
equity products. The criteria used in calculating the maximum asset capacity
included the distribution of each product's holdings among the various
market-capitalization segments, the distribution of economic sectors by market
capitalization, the average daily dollar volume traded per market-
capitalization segment and sector and the weighted average liquidity per
product. As a result, Turner has redefined the maximum asset-capacity limits for
its equity products as set forth in the prospectus.

The following members of Turner's Investment team will serve as security
analysts in the following sectors indicated:

ANALYST SECTOR
------- ------

Frank Sustersic Health-Care

Bill McVail Consumer-Staples

Chris Perry Financial-Services

Chris McHugh Materials/Processing

John Hammerschmidt Autos/Transportation and
Energy
---------------------------------------------------------

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<PAGE>

Bob Turner Producer-Durables and
Technology

Mark Turner Consumer-Staples

Robb Parlanti Utilities/
Telecommunications

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 Code.

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

As described in the prospectus, the Global, E-Commerce and Communications Funds
are 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 the
advisory fee arrangements of these Funds:

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<PAGE>

FUND BENCHMARK REQUIRED BASE ADVISORY HIGHEST LOWEST
EXCESS FEE POSSIBLE POSSIBLE
PERFORMANCE ADVISORY FEE ADVISORY FEE
<S> <C> <C> <C> <C>
Global MSCI World +/- 2.5% 1.00% 1.25% 0.75%
Fund Index
E-Commerce +/- 2.5% 1.10% 1.50% 0.70%
Fund
Communications +/- 2.5% 1.10% 1.50% 0.70%
Fund
</TABLE>

The performance adjustment works as follows: If the Global Fund outperforms the
MSCI World Index by more than 2.5%, Turner's advisory fees will increase from
1.00% to 1.25%. If, however, the Fund underperforms its benchmark by 2.5%,
Turner's advisory fees would go down to 0.75%. 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 three (3) years
after the effective date of the agreement and shall continue in effect for
successive periods of one (1) year unless terminated by either party on not less
than 90 days' prior written notice to the other party.

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

The Administrator, a Massachusetts 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.

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<PAGE>

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, Amerindo Funds,
Inc., The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds(R), CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Insurance
Portfolios, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, Huntington VA 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.

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<PAGE>

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.

The Select Growth Fund has adopted a shareholder service plan for Shares (the
"Class II Service Plan") under which firms, including the Distributor, that
provide shareholder and administrative services may receive compensation
therefore. Under the Class II Service Plan, the Distributor may provide those
services itself, or may enter into arrangements under which third parties
provide such services and are compensated by the Distributor. Under such
arrangements, the Distributor may retain as profit any difference between the
fee it receives and the amount it pays such third parties. In addition, the
Funds may enter into such arrangements directly. Under the Class II Service
Plan, the Distributor is entitled to receive a fee at an annual rate of up to
0.25% of each Fund's average daily net assets attributable to Class II Shares
that are subject to the arrangement in return for provision of a broad range of
shareholder and administrative services, including: maintaining client accounts;
arranging for bank wires; responding to client inquiries concerning services
provided for investments; changing dividend options; account designations and
addresses; providing sub-accounting; providing information on share positions to
clients; forwarding shareholder communications to clients; processing purchase,
exchange and redemption orders; and processing dividend payments.

TRUSTEES AND OFFICERS OF THE TRUST

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

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

S-30

<PAGE>

Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc., First
American Investment Funds, Inc., First American Insurance Portfolios, Inc.,
First American Strategy Funds, Inc., HighMark Funds, Huntington Funds,
Huntington VA 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 Mutual Funds Services 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.

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.

JANET F. SANSONE (DOB 08/11/45) - Trustee** - Corporate Vice President of
Human Resources of Frontier Corporation (telecommunications company), retired.

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, since 1990.

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

JAMES R. FOGGO (DOB 06/30/64)-- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI Investments since January 1998.
Vice President and Secretary of the Adviser, Administrator and Distributor since
May 1999. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998.
Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler
L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services
Group, Inc., 1986-1990.

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<PAGE>

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

TIMOTHY D. BARTO (DOB 3/28/68) - Vice President and Assistant Secretary -
Employed by SEI Investments since October 1999. Vice President and Assistant
Secretary of the Adviser, Administrator and Distributor since December 1999.
Associate at Dechert Price & Rhoads (1997-1999). Associate at Richter, Miller &
Finn (1994-1997).

CHRISTINE M. MCCULLOUGH (DOB 12/2/60) - Vice President and Assistant Secretary-
Employed by SEI Investments since November 1, 1999. Vice President and Assistant
Secretary of the Adviser, Administrator, and Distributor since December 1999.
Associate at White and Williams LLP (1991-1999). Associate at Montgomery,
McCracken, Walker & Rhoads (1990-1991).

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.

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

KATHY HEILIG (DOB 12/21/58) - Vice President and Assistant Secretary - Treasurer
of SEI Investments Company since 1997; Assistant Controller of SEI Investment
since 1995; Vice President of SEI Investments Company since 1991.

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

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.

S-32

<PAGE>

The following table exhibits Trustee compensation for the fiscal year ended
September 30, 1999.

Aggregate Pension or Estimated Total Compensation From
Compensation From Retirement Annual Registrant and Fund
Name of Person, Registrant for the Benefits Accrued Benefits Complex Paid to Trustees
Position Fiscal Year Ended as Part of Fund Upon for the Fiscal Year Ended
September 30, 1999 Expenses Retirement September 30, 1999

<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 $14,000 for service on
two Boards
Janet F. Sansone** $9,775 N/A N/A $9,775 for service on one
Board
John T. Wholihan** $10,538 N/A N/A 10,538 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-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

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<PAGE>

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 DST, 330 West 9th Street,
Kansas City, Missouri 64105, (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 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.

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<PAGE>

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 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.

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

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<PAGE>

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 issuers.

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 one year, 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 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.

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

S-36

<PAGE>

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 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

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<PAGE>

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 and dealers can
provide best net results on a particular transaction, consider such
recommendations by a broker or dealer in selecting among broker-dealers.

VOTING

Each share held entitles the shareholder of record to one vote for each dollar
invested. In other words, each shareholder of record is entitled to one vote for
each dollar of net asset value of the shares held on the record date for the
meeting. Shares issued by each Fund have no preemptive, conversion, or
subscription rights. Each whole share shall be entitled to one vote and each
fractional share shall be entitled to a proportionate fractional vote. Each
Fund, as a separate series of the Trust, votes separately on matters affecting
only that Fund. Voting rights are not cumulative. Shareholders of each Class of
each Fund will vote separately on matters pertaining solely to that Fund or that
Class. 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.

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<PAGE>

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

Where the Trust's Prospectuses or Statements of Additional Information state
that an investment limitation or a fundamental policy may not be changed without
shareholder approval, such approval means the vote of (1) 67% or more of the
affected Fund's shares present at a meeting if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the affected Fund's outstanding shares, whichever is less.

DESCRIPTION OF SHARES

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, after taking into account additional distribution and shareholder
servicing expenses attributable to the Class II Shares. Shareholders have no
preemptive rights. The Declaration of Trust provides that the Trustees of the
Trust may create additional series of shares or separate classes of funds. All
consideration received by the Trust for shares of any portfolio or separate
class and all assets in which such consideration is invested would belong to
that portfolio or separate class and would be subject to the liabilities related
thereto. Share certificates representing shares will not be issued.

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
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

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<PAGE>

Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

S-40
<PAGE>

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 1940 Act.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania
19103, serves as counsel to the Trust.

<PAGE>

APPENDIX

The following descriptions are summaries of published ratings.

DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

Bonds rated A by Moody's possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. Debt rated
Baa by Moody's is regarded as having an adequate capacity

A-1

<PAGE>

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 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-2

<PAGE>

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by 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 are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

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

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

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

A-3

<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits

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

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

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

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

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

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

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

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

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

C-1

<PAGE>

(d)(7) Investment Sub-Advisory Agreement between Turner Investment
Partners, Inc. and Chartwell Investment Partners, is incorporated
by reference to Exhibit d(7) of the Registrant's Post-Effective
Amendment No. 14 as filed on March 31, 1999.

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

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

(f) Not applicable.

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

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

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

(h)(3) Amended Schedule to the Administration Agreement between the
Registration and SEI Investment Management Corporation (formerly,
SEI Financial Management Corporation), is incorporated by
reference to Exhibit h(3) of the Registrant's Post-Effective
Amendment No.14 as filed on March 31, 1999.

(i) Opinion and Consent of Counsel, is incorporated by reference
to Exhibit i of the Registrant's Post-Effective Amendment No. 15
as filed on January 27, 2000.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) Not applicable.

(n) Rule 18f-3 plan, is filed herewith.

C-2

<PAGE>

(o) Not applicable.

(p)(1) Code of Ethics for the Registrant, is filed herewith.

(p)(2) Code of Ethics for Turner Investment Partners, Inc., is filed
herewith.

(p)(3) Code of Ethics for SEI Investments Distribution Co., is filed
herewith.

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

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

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

Item 25. Indemnification:

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

C-3

<PAGE>

Item 26. Business and Other Connections of Investment Advisers:

ADVISERS
- --------
Turner Investment Partners, Inc.
- --------------------------------
Turner Investment Partners, Inc. ("Turner") is the investment adviser for the
Turner Large Cap Growth Equity, Turner Growth Equity, Turner Midcap Growth,
Turner Small Cap Growth, Turner Micro Cap Growth, Turner Top 20, Turner
Technology, Turner Large Cap Focused, Turner International Growth, Turner Short
Duration Government Funds- One Year Portfolio, Turner Short Duration Government
Funds- Three Year Portfolio, Turner Core High Quality Fixed Income and TIP
Target Select Equity Funds. The principal address of Turner is 1235 Westlakes
Drive, Suite 350, Berwyn, PA 19312. Turner is an investment adviser registered
under the Advisers Act.
<TABLE>
<CAPTION>

Name and Position With Position With Other
Company Other Company Company
- ---------------------- --------------- ---------------------
<S> <C> <C>

Stephen J. Kneeley SEI Investments Distribution Co. Registered Representative
Chief Operating Officer, Secretary,
President

Janet Rader Rote SEI Investments Distribution Co Registered Representative
Director of Compliance

Thomas R. Trala
CFO, Treasurer ---- ----

Mark D. Turner
Vice Chairman, Director of Fixed Income ---- ----

Robert E. Turner, Jr.
Chairman, CIO ---- ----
</TABLE>

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

Name and Position With Position With Other
Company Other Company Company
- ---------------------- --------------- ---------------------
<S> <C> <C>

James G. Gould CCM Securities, Inc. VP, Registered Representative
Director & President
WealthNet LLC President, Director

</TABLE>

C-4

Name and Position With Connection With Other
Company Other Company Company
--------------------- -------------------- -------------------------

Richard J. Huxley
Director of Fixed Income ---- ----

Michael E. Jones CCM Securities, Inc. VP, CFO, Principal, Secretary,
Managing Director & Exec. VP Treasurer

WealthNet LLC Director, Investment Officer

Geoffrey H. Rosenberger CCM Securities, Inc. Director, Principal
Managing Director, Exec VP, Treasurer
& Secretary

Ned Roman CCM Securities, Inc. President, CEO, CLO, Principal
Compliance Officer
WealthNet LLC VP
</TABLE>

Penn Capital Management Company, Inc.
- --------------------------------------

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

Name and Position With Connection With Other
Company Other Company Company
- ---------------------- ---------------- ---------------------

<S> <C> <C>
John J. Gallagher, Jr. Valley Forge Military Academy & Chairman of Board of Trustees
Trustee College

Kimberley Hocker
Trustee ---- ----

Kirsten Hocker
Trustee ---- ----

Marcia Ann Hocker MAH Inc. Secretary/Treasurer
President, COO, Trustee

Richard Alan Hocker
CIO ---- ----

Kathleen Ann News
Managing Director ---- ----

Michael F. Swallow
Secretary, Treasurer ---- ----
</TABLE>

C-5

<PAGE>

Item 27. Principal Underwriters:

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

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

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
Armada Advantage Funds May 1, 1999
Amerindo Funds, Inc. July 13, 1999
Huntington VA Fund October 15, 1999
Friends Ivory Funds December 16, 1999
SEI Insurance Products Trust March 29, 1999

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance

C-6

<PAGE>

measurement and consulting services ("Funds Evaluation") and automated
execution, clearing and settlement of securities transactions
("MarketLink").

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

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ------------------- -----------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Timothy D. Barto Vice President & Assistant Secretary --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
James R. Foggo Vice President & Assistant Secretary --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary Vice President & Assistant Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President Vice President & Assistant Secretary
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Christina McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Assistant Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
</TABLE>

C-7

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ------------------- -----------------------
<S> <C> <C>
Daniel Spavanta Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lynda J. Striegel Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>

Item 28. Location of Accounts and Records:

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

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

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

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

SEI Investments Mutual Funds Services
Oaks, Pennsylvania 19456

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

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

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

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

C-8

<PAGE>

Item 29. Management Services: None.

Item 30. Undertakings: None

C-9

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 16 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 29th day of March 2000.

TIP FUNDS

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

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

<S> <C> <C>
* Trustee March 29, 2000
------------------
Robert E. Turner

* Trustee March 29, 2000
------------------
Richard A. Hocker

* Trustee March 29, 2000
------------------
Michael E. Jones

* Trustee March 29, 2000
------------------
Janet F. Sansone

* Trustee March 29, 2000
------------------
Alfred C. Salvato

* Trustee March 29, 2000
------------------
John T. Wholihan

/s/Stephen J. Kneeley President and Chief March 29, 2000
---------------------- Executive Officer
Stephen J. Kneeley

/s/Robert DellaCroce Controller and March 29, 2000
--------------------- Chief Financial
Robert DellaCroce Officer

By: /s/Stephen J. Kneeley March 29, 2000
---------------------
Stephen J. Kneeley
Attorney-in-Fact
</TABLE>

C-10

<PAGE>

EXHIBIT INDEX

Name Exhibit
- -------------------------------------------------------------------------
Rule 18f-3 Plan, filed herewith. Ex-99.n

Code of Ethics for the Registrant, filed herewith Ex-99. p(1)

Code of Ethics for Turner Investment Partners, Inc., Ex.99. p(2)
filed herewith.

Code of Ethics for SEI Investment Distribution Co., Ex.99. p(3)
is filed herewith.

C-11

TIP FUNDS

Amended Rule 18f-3
Multiple Class Plan

November 19, 2000

TIP Funds (the "Trust"), a registered investment company that
currently consists of a number of separately managed funds, has elected to rely
on Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), in offering multiple classes of shares in each fund listed on Schedule A
hereto (each a "Fund" and together the "Funds").

A. Attributes of Share Classes

1. The rights of each class of shares of the Funds shall be as
set forth in the respective Certificate of Class Designation for each class
(each a "Certificate") as each such Certificate is approved by the Trust's Board
of Trustees and as attached hereto as Exhibits.

2. With respect to each class of shares created hereunder,
each share of a Fund will represent an equal pro rata interest in the Fund and
will have identical terms and conditions, except that: (i) each new class will
have a different class name (or other designation) that identifies the class as
separate from any other class; (ii) each class will be offered and sold only to
investors meeting the qualifications set forth in the Certificate and disclosed
in the Trust's Prospectus; (iii) each class will separately bear any
distribution fees that are payable in connection with a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan"), and
separately bear any other service fees ("service fees") that are payable under
any service agreement entered into with respect to that class which are not
contemplated by or within the scope of the Distribution Plan; (iv) each class
may bear, consistent with rulings and other published statements of position by
the Internal Revenue Service, the expenses of the Fund's operations which are
directly attributable to such class ("Class Expenses"); and (v) shareholders of
each class will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to such class (such as a Distribution Plan or
service agreement relating to such class), and will have separate voting rights
on any matter submitted to shareholders in which the interests of that class
differ from the interests of any other class.

B. Expense Allocations

With respect to each Fund, the expenses of each class shall be
allocated as follows: (i) any Rule 12b-1 fees relating to a particular class of
shares associated with a Distribution Plan or service fees relating to a
particular class of shares are (or will be) borne exclusively by that class;
(ii) any incremental transfer agency fees relating to a particular class are (or
will be) borne exclusively by that class; and (iii) Class Expenses relating to a
particular class are (or will be) borne exclusively by that class.

Non-class specific expenses shall be allocated in accordance
with Rule 18f-3(c).

<PAGE>

C. Amendment of Plan; Periodic Review

This Plan must be amended to properly describe (through
additional exhibits hereto) each new class of shares upon its approval by the
Board.

The Board of Trustees of the Trust, including a majority of
the Trustees who are not "interested persons" of the Trust as defined in the
1940 Act, must review this Plan at least annually for its continued
appropriateness, and must approve any material amendment of the Plan as it
relates to any class of any Fund covered by the Plan. In approving any material
amendment to the Plan, the Trustees, including a majority of the Trustees who
are not interested persons of the Trust, must find that the amendment is in the
best interests of each class individually and the Trust as a whole.

<PAGE>

Schedule A

TIP Funds

Penn Capital Strategic High Yield Bond Fund
Turner Short Duration Government Funds-One Year Portfolio
Turner Short Duration Government Funds-Three Year Portfolio

<PAGE>

Exhibit A

TIP FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class II Shares
(formerly, Adviser Class Shares)

1. Class-Specific Servicing Arrangements; Other Expenses.
------------------------------------------------------

Class II Shares are sold at net asset value and are not subject to any
Rule 12b-1 fees. As described in the Prospectus, Class II Shares are subject to
shareholder servicing fees for various services including: maintaining client
accounts; arranging for bank wires; responding to client inquiries concerning
services provided for investments; changing dividend options; account
designation and addresses; providing sub-accounting; providing information on
share positions to clients; forwarding shareholder communications to clients;
processing purchase, exchange and redemption order; and processing dividend
payments.

2. Eligibility of Purchasers
-------------------------
Class II Shares require a minimum initial investment of $10,000.

3. Exchange Privileges
-------------------
Class II Shares of each Fund may be exchanged for Class II Shares of
each other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights
-------------
Each Class II shareholder will have one vote for each full Share held
and a fractional vote for each fractional Share held. Class II shareholders will
have exclusive voting rights regarding any matter submitted to shareholders that
relates solely to Class II (such as a distribution plan or service agreement),
and will have separate voting rights on any other matter submitted to
shareholders in which the interests of the Class II Shareholders differ from the
interests of holders of any other class.

5. Conversion Rights
-----------------
Class II Shares do not have a conversion feature.

<PAGE>

Exhibit B

TIP FUNDS
CERTIFICATE OF CLASS DESIGNATION

Class I Shares
(formerly, Institutional Class Shares)

1. Class-Specific Distribution Arrangements; Other Expenses.
---------------------------------------------------------

Class I Shares are at net asset value and are not subject to Rule 12b-1
or shareholder servicing fees.

2. Eligibility of Purchasers
-------------------------
Class I Shares of Turner Short Duration Government Funds - One Year and
- - Three Year Portfolio the generally require a minimum initial investment of
$2,500.

Class I Shares of the Penn Capital Strategic High Yield Bond Fund
generally require a minimum initial investment of $100,000.

3. Exchange Privileges
-------------------
Class I Shares of each Fund may be exchanged for Class I Shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights
-------------
Each Class I shareholder will have one vote for each full Class I Share
held and a fractional vote for each fractional Share held. Class I shareholders
will have exclusive voting rights regarding any matter submitted to shareholders
that relates solely to Class I (such as a distribution plan or service
agreement), and will have separate voting rights on any other matter submitted
to shareholders in which the interests of Class I shareholders differ from the
interests of holders of any other class.

5. Conversion Rights
-----------------
Class I Shares do not have a conversion feature.

TIP FUNDS

CODE OF ETHICS
--------------
Adopted Under Rule 17j-1

While affirming its confidence in the integrity and good faith of all of
its officers and trustees, TIP Funds, (the "Trust"), recognizes that the
knowledge of present or future portfolio transactions and, in certain instances,
the power to influence portfolio transactions which may be possessed by certain
of its officers, employees and trustees could place such individuals, if they
engage in personal transactions in securities which are eligible for investment
by the Trust, in a position where their personal interest may conflict with that
of the Trust.

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under
the Investment Company Act of 1940 (the "1940 Act"), the Trust has determined to
adopt this Code of Ethics to specify and prohibit certain types of transactions
deemed to create conflicts of interest (or at least the potential for or the
appearance of such a conflict), and to establish reporting requirements and
enforcement procedures.

I. Statement of General Principles.

In recognition of the trust and confidence placed in the Trust by its
shareholders, and to give effect to the Trust's belief that its operations
should be directed to the benefit of its shareholders, the Trust hereby adopts
the following general principles to guide the actions of its trustees, officers
and employees.

(1) The interests of the Trust's shareholders are paramount,
and all of the Trust's personnel must conduct themselves
and their operations to give maximum effect to this tenet
by assiduously placing the interests of the shareholders
before their own.

(2) All personal transactions in securities by the Trust's
personnel must be accomplished so as to avoid even the
appearance of a conflict of interest on the part of such
personnel with the interests of the Trust and its
shareholders.

(3) All of the Trust's personnel must avoid actions or
activities that allow (or appear to allow) a person to
profit or benefit from his or her position with respect to
the Trust, or that otherwise bring into question the
person's independence or judgment.

II. Definitions.

(1 ) "Access Person" shall mean (i) each trustee or officer of the
Trust, (ii) each employee of the Trust (or of any company in a
control relationship to the Trust) who, in connection with his
or her regular functions or duties, makes,

<PAGE>

participates in, or obtains information regarding the purchase or
sale of a security by the Trust or any series thereof (each a
"Fund"), or whose functions relate to the making of any
recommendations with respect to such purchases or sales, and
(iii) any natural person in a control relationship to the Trust
who obtains information concerning recommendations made to or by
the Trust with respect to the purchase or sale of a security by
any Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; (iv)
each director, officer or general partner of any principal
underwriter for the Trust, but only where such person in the
ordinary course either makes, participates in, or obtains
information regarding the purchase or sale of securities by the
Fund(s), or whose functions relate to the making of
recommendations regarding securities to the Fund(s); and (v) any
natural person in a control relationship with a Fund or any of
the Funds' advisers or sub-advisers who obtain information
concerning recommendations made to the Funds with regard to the
purchase or sale of a security.

(2) "Beneficial ownership" of a security is to be determined
in the same manner as it is for purposes of Section 16 of
the Securities Exchange Act of 1934. This means that a
person should generally consider himself the beneficial
owner of any securities in which he has a direct or
indirect pecuniary interest. In addition, a person should
consider himself the beneficial owner of securities held
by his spouse, his minor children, a relative who shares
his home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides
him with sole or shared voting or investment power.

(3) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides
that "control" means the power to exercise a controlling
influence over the management or policies of a company,
unless such power is solely the result of an official
position with such company. Ownership of 25% or more of a
company's outstanding voting security is presumed to give
the holder thereof control over the company. Such
presumption may be countered by the facts and
circumstances of a given situation.

(4) "Independent Trustee" means a Trustee of the Trust who is
not an "interested person" of the Trust within the meaning
of Section 2(a)(19) of the 1940 Act.

(5) "Initial Public Offering" ("IPO") means an offering of
Securities registered under the Securities Act of 1933,
the issuer of which, immediately before registration, was
not subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.

-2-
<PAGE>

(6) "Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) in the Securities Act of
1933.

(7) "Special Purpose Investment Personnel" means each Access
Person who, in connection with his or her regular
functions (including, where appropriate, attendance at
Board meetings and other meetings at which the official
business of the Trust or any Fund thereof is discussed or
carried on), obtains contemporaneous information regarding
the purchase or sale of a security by a Fund. Special
Purpose Investment Personnel shall occupy this status only
with respect to those securities as to which he or she
obtains such contemporaneous information.

(8) "Purchase or sale of a security" includes, among other
things, the writing of an option to purchase or sell a
security.

(9) "Security" shall have the same meaning as that set forth
in Section 2(a)(36) of the 1940 Act, except that it shall
not include securities issued by the Government of the
United States or an agency thereof, bankers' acceptances,
bank certificates of deposit, commercial paper and
registered, open-end mutual funds and high quality
short-term debt instruments, including repurchase
agreements.

(10) A Security "held or to be acquired" by the Trust or any
Fund means (A) any Security which, within the most recent
fifteen days, (i) is or has been held by the Trust or any
Fund thereof, or (ii) is being or has been considered by a
Fund's investment adviser or sub-adviser for purchase by
the Fund; (B) and any option to purchase or sell and any
Security convertible into or exchangeable for any Security
described in (A) above.

(11) A Security is "being purchased or sold" by the Trust from the
time when a purchase or sale program has been communicated to the
person who places the buy and sell orders for the Trust until the
time when such program has been fully completed or terminated.

III. Prohibited Purchases and Sales of Securities.

(1) No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Fund of the Trust:

(A) employ any device, scheme or artifice to defraud
such Fund;

-3-
<PAGE>

(B) make to such Fund any untrue statement of a
material fact or omit to state to such Fund a
material fact necessary in order to make the
statements made, in light of the circumstances
under which they are made, not misleading;

(D) engage in any manipulative practice with respect
to Fund.

(2) No Special Purpose Investment Personnel may purchase or
sell, directly or indirectly, any Security as to which
such person is a Special Purpose Investment Personnel in
which he had (or by reason of such transaction acquires)
any Beneficial Ownership at any time within 7 calendar
days before or after the time that the same (or a related)
Security is being purchased or sold by any Fund.

(3) No Special Purpose Investment Personnel may sell a
Security as to which he or she is a Special Purpose
Investment Personnel within 60 days of acquiring
beneficial ownership of that Security.

IV. Additional Restrictions and Requirements

(1) Pre-approval of IPOs and Private Placements - Each Access
Person must obtain approval from the Review Officer before
acquiring beneficial ownership of any securities offered
in connection with an IPO or a Private Placement.

(2) No Access Person shall accept or receive any gift of more
than de minimis value from any person or entity that does
business with or on behalf of the Trust.

(3) Each Access Person (other than the Trust's Independent
Trustees and its Trustees and officers who are not
currently affiliated with or employed by the Trust's
investment adviser or principal underwriter) who is not
required to provide such information under the terms of a
code of ethics described in Section VII hereof must
provide to the Review Officer a complete listing of all
securities owned by such person as of the end of a
calendar quarter. The initial listing must be submitted no
later than Janaury 31, 2001 (or within 10 days of the date
upon which such person first becomes an Access Person of
the Trust), and each update thereafter must be provided no
later than 30 days after the start of the subsequent year.

-4-
<PAGE>

V. Reporting Obligations.

(1) Each Access Person (other than the Trust's Independent
Trustees) shall report all transactions in Securities in
which the person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership.
Reports shall be filed with the Review Officer quarterly.
The Review Officer shall submit confidential quarterly
reports with respect to his or her own personal securities
transactions to an officer designated to receive his or
her reports ("Alternate Review Officer"), who shall act in
all respects in the manner prescribed herein for the
Review Officer.

(2) Every report shall be made not later than 10 days after
the end of the calendar quarter in which the transaction
to which the report relates was effected, and shall
contain the following information:

(A) The date of the transaction, the title and the
number of shares or the principal amount of each
security involved;

(B) The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);

(D) The name of the broker, dealer or bank with or
through whom the transaction was effected; and

(E) The date the report was submitted by the Access
Person.

(3) In the event no reportable transactions occurred during
the quarter, the report should be so noted and returned
signed and dated.

(4) An Access Person who would otherwise be required to report
his or her transactions under this Code shall not be
required to file reports pursuant to this Section V where
such person is required to file reports pursuant to a code
of ethics described in Section VII, hereof.

(5) An Independent Trustee shall report transactions in
Securities only if the Trustee knew at the time of the
transaction or, in the ordinary course of fulfilling his
or her official duties as a trustee, should have known,
that during the 15 day period immediately preceding or
following the date of the transaction, such security was
purchased or sold, or was being considered for purchase or
sale, by the Trust. (The "should have known" standard
implies no duty of inquiry, does not presume there should
have been any deduction or

-5-
<PAGE>

extrapolation from discussions or memoranda dealing with
tactics to be employed meeting a Fund's investment
objectives, or that any knowledge is to be imputed because
of prior knowledge of the Fund's portfolio holdings,
market considerations, or the Fund's investment policies,
objectives and restrictions.)

(6) Any such report may contain a statement that the report
shall not be construed as an admission by the person
making such report that he has any direct or indirect
beneficial ownership in the security to which the report
relates.

(7) Each Independent Trustee shall report the name of any
publicly-owned company (or any company anticipating a
public offering of its equity securities) and the total
number of its shares beneficially owned by him or her if
such total ownership is more than 1/2 of 1% of the
company's outstanding shares. Such report shall be made
promptly after the date on which the Trustee's ownership
interest equaled or exceeded 1/2 of 1%.

VI. Review and Enforcement.

(1) The Review Officer shall compare all reported personal
securities transactions with completed portfolio
transactions of the Trust and a list of securities being
considered for purchase or sale by the Trust's adviser(s)
and sub-adviser(s) to determine whether a violation of
this Code may have occurred. Before making any
determination that a violation has been committed by any
person, the Review Officer shall give such person an
opportunity to supply additional explanatory material.

(2) If the Review Officer determines that a violation of this
Code may have occurred, he shall submit his written
determination, together with the confidential monthly
report and any additional explanatory material provided by
the individual, to the President of the Trust and outside
counsel, who shall make an independent determination as to
whether a violation has occurred.

(3) If the President and outside counsel find that a violation
has occurred, the President shall impose upon the
individual such sanctions as he or she deems appropriate
and shall report the violation and the sanction imposed to
the Board of Trustees of the Trust.

(4) No person shall participate in a determination of whether
he has committed a violation of the Code or of the
imposition of any sanction against himself. If a
securities transaction of the President is under
consideration, any Vice President shall act in all
respects in the manner prescribed herein for the
President.

-6-

<PAGE>

VII. Investment Adviser's, Administrator's or Principal Underwriter's
Code of Ethics.

Each investment adviser (including, where applicable, any
sub-adviser), administrator or manager (where applicable), and principal
underwriter of the Trust shall:

(1) Submit to the Board of Trustees of the Trust a copy of its
code of ethics adopted pursuant to Rule 17j-1, which code
shall comply with the recommendations of the Investment
Company Institute's Advisory Group on Personal Investing
or be accompanied by a written statement explaining any
differences and supplying the rationale therefor;

(2) Promptly report to the appropriate Trust in writing any
material amendments to such code of ethics;

(3) Promptly furnish to the Trust upon request copies of any
reports made pursuant to such Code by any person who is an
Access Person as to the Trust; and

(4) Shall immediately furnish to the Trust, without request,
all material information regarding any violation of such
Code by any person who is an Access Person as to the
Trust.

VIII. Annual Written Report to the Board.

At least once a year, the Review Officer will provide the Board of
Trustees a written report that includes:

(1) Issues Arising Under the Code - The Report will describe
any issue(s) that arose during the previous year under the
Code, including any material Code violations, and any
resulting sanction(s).

(2) Certification - The Report will certify to the Board of
Trustees that the each Trust has adopted measures
reasonably necessary to prevent its personnel from
violating the Code currently and in the future.

IX. Records.

The Trust shall maintain records in the manner and to the extent
set forth below, which records may be maintained under the conditions described
in Rule 31a-2 under the Investment Company Act and shall be available for
examination by representatives of the Securities and Exchange Commission.

(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall
be preserved in an easily accessible place;

-7-

<PAGE>

(2) A record of any violation of this Code and of any action
taken as a result of such violation shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which
the violation occurs;

(3) A copy of each report made by an officer or trustee
pursuant to this Code shall be preserved for a period of
not less than five years from the end of the fiscal year
in which it is made, the first two years in an easily
accessible place; and

(4) A list of all persons who are, or within the past five
years have been, required to make reports pursuant to this
Code shall be maintained in an easily accessible place.

(5) A copy of each annual report to the Board of Trustees will
be maintained for at least five years from the end of the
fiscal year in which it is made, the first two years in an
easily accessible place; and

(6) A record of any decision, and the reasons supporting the
decision, to approve the acquisition of Securities in an
IPO or a Private Placement, shall be preserved for at
least five years after the end of the fiscal year in which
the approval is granted.

X. Miscellaneous

(1) Confidentiality. All reports of securities transactions
and any other information filed with the Trust pursuant to
this Code shall be treated as confidential.

(2) Interpretation of Provisions. The Board of Trustees may
from time to time adopt such interpretations of this Code
as it deems appropriate.

(3) Periodic Review and Reporting. The President of the Trust
shall report to the Board of Trustees at least annually as
to the operation of this Code and shall address in any
such report the need (if any) for further changes or
modifications to this Code.

Adopted April 3, 1996.
Revised February 20, 1998.
Revised February 25, 2000.

-8-

TURNER INVESTMENT PARTNERS, INC.
PERSONAL TRADING POLICY/CODE OF ETHICS
--------------------------------------
February 17, 2000

A. Personal investments: An employee should consider himself the
beneficial owner of those securities held by him, his spouse, his minor
children, a relative who shares his house, or persons by reason of any
contract, arrangement, understanding or relationship that provides him
with sole or shared voting or investment power.

B. Employees are barred from purchasing any securities (to include Common
Stock and related Options, Convertible securities, Options, or Futures
on Indexes) in which the firm has either a long or short position. If
an employee owns a position in any security, he must get written
pre-clearance from the Chairman or President to add to or sell the
position. ALL SECURITY TRANSACTIONS (BUY OR SELL) REQUIRE WRITTEN
CLEARANCE IN ADVANCE. Approval is good for 48 hours; if a trade has not
been executed, subsequent approvals are necessary until the trade is
executed. The Exception Committee (the Chairman, Vice Chairman,
President, and Director of Compliance) must approve any exceptions to
this rule.

C. Employees may not purchase initial public offerings. Private
placements/Limited partnerships require written pre-clearance.
Mutual Fund holdings are excluded from pre-clearance and reporting.
IRA's, and Rollover IRA's that are self-directed (i.e. stocks or
bonds, not mutual funds), and ESOP's (Employee stock ownership
plans) require pre-clearance.

D. Blackout Restrictions: Employees are subject to the following
restrictions when their purchases and
sales of securities coincide with trades of Turner Clients (including
investment companies):

1. Purchases and sales within three days following a client trade.
Employees are prohibited from purchasing or selling any security
within three calendar days after a client transaction in the same
(or a related) security. The Exception Committee must approve
exceptions. If an employee makes a prohibited transaction without
an exception the employee must unwind the transaction and
relinquish any gain from the transaction to charity.

2. Purchases within seven days before a client purchase. An employee
who purchases a security within seven calendar days before a
client purchases the same (or a related) security is prohibited
from selling the security of a period of six months following the
client's trade. The Exception Committee must approve exceptions.
If an employee makes a prohibited sale without an exception
within the six-month period, the employee must relinquish any
gain from the transaction to charity.

3. Sales within seven days before a client sale. An employee who
sells a security within seven days before a client sells the same
(or a related) security must relinquish to charity the difference
between the employee's sale price and the client's sale price
(assuming the employee's sale price is higher).

<PAGE>

TURNER INVESTMENT PARTNERS, INC.
PERSONAL TRADING POLICY/CODE OF ETHICS
--------------------------------------
February 17, 2000
Page 2

4. These restrictions do not apply to proprietary partnerships for
which the firm acts as an adviser in which the officers and
employees of the adviser have an equity interest of less than
50%. These accounts may purchase the same or similar securities
within the black out period, if the partnership trades with the
block or after other clients. Where it is beneficial to client
accounts, they should be blocked with the partnership account.

E. Short Term Trading Rule - Employees may not take profits in any
security in less than 60 days (includes Options, Convertibles and
Futures). If an individual must trade with in this period, the
Exception Committee must grant approval or the employee must relinquish
such profits to charity. The closing of positions at a loss is not
prohibited. Options that are out of the money may be exercised in less
than 60 days. The proprietary partnerships may take profits in less
than 60 days.

F. Reporting: Consistent with the requirements of the Investment Advisers
Act of 1940 Rule 204-2 (a)(2) and (a)(3) and with the provisions of
Rule 17j-1 of the Investment Company Act of 1940 all employees must
submit duplicate statements/disclosures within 10 days following the
calendar quarter. Statements are reviewed by one of the firms Series 24
principals. Brokerage, IRA's, Rollover IRA's (which are self-directed),
ESOP's, private placement and limited partnerships must all be reported
as personal trading. New employees are required to file initial
holdings within 10 days of hire.

G. Violation of the Personal Investments/Code of Ethics policy may result
in disciplinary action, up to and including termination of employment.

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND
INSIDER TRADING POLICY

January, 2000

<PAGE>

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY
TABLE OF CONTENTS

I. General Policy

II. Code of Ethics

A. Purpose of Code
B. Employee Categories
C. Restrictions on Personal Securities Transactions
D. Pre-clearance of Personal Securities Transactions
E. Reporting Requirements
F. Detection and Reporting of Code Violations
G. Violations of the Code of Ethics
H. Confidential Treatment
I. Definitions Applicable to the Code of Ethics

III. Insider Trading Policy

A. What is "Material" Information?
B. What is "Nonpublic Information"?
C. Who is an Insider?
D. What is Misappropriation?
E. What is Tipping?
F. Identifying Inside Information?
G. Trading in SEI Investments Company Securities
H. Violations of the Insider Trading Policy

<PAGE>

I. GENERAL POLICY

SEI Investments Company, through various subsidiaries (jointly "SEI"), is an
investment adviser, administrator, distributor, and/or trustee of investment
companies, collective investment trusts, investment partnerships, and asset
management accounts (jointly "Investment Vehicles"). As an investment adviser,
SEI is subject to various U.S. securities laws and regulations governing the use
of confidential information and personal securities transactions. This Code of
Ethics and Insider Trading Policy (jointly "Policy") was developed based on
those laws and regulations, and sets forth the procedures and restrictions
governing the personal securities transactions of all SEI employees.

SEI has a highly ethical business culture and expects that all employees will
conduct any personal securities transactions consistent with this Policy and in
such a manner as to avoid any actual or potential conflict of interest or abuse
of a position of trust and responsibility. When an employee invests for his or
her own account, conflicts of interest may arise between a client's and the
employee's interest. Such conflicts may include using an employee's advisory
position to take advantage of available investment opportunities, taking an
investment opportunity from a client for an employee's own portfolio, or
frontrunning, which occurs when an employee trades in his or her personal
account before making client transactions. As a fiduciary, SEI owes a duty of
loyalty to clients which requires that an employee must always place the
interests of clients first and foremost and shall not take inappropriate
advantage of his or her position. Thus, SEI employees must conduct themselves
and their personal securities transactions in a manner that does not create
conflicts of interest with the firm's clients.

Pursuant to this Policy, employees will be subject to various pre-clearance and
reporting standards, based on their responsibilities within SEI. As a result, it
is important that all employees pay special attention to the employee category
section within this Policy to determine what provisions of the Policy applies to
them, as well as to the sections on restrictions, pre-clearance, and reporting
of personal securities transactions.

Employees outside the United States are subject to this Policy and the
applicable laws of the jurisdictions in which they are located. These laws may
differ substantially from U.S. law and may subject employees to additional
requirements. To the extent any particular portion of the Policy is inconsistent
with foreign law not included herein or within the firm's Compliance Manual,
employees should consult their designated Compliance Officer or the Compliance
Department at SEI's Oaks facility.

Each employee subject to this Policy must read and retain a copy and agree to
abide by its terms. Failure to comply with the provisions of this Policy may
result in the imposition of serious sanctions, including, but not limited to
disgorgement of profits, dismissal, substantial personal liability and/or
referral to regulatory or law enforcement agencies.

Any questions regarding SEI's policy or procedures should be referred to the
Compliance Department, which currently includes Cyndi Parrish, the Compliance
Director. (x2807).

II. CODE OF ETHICS

A. Purpose of Code

This Code of Ethics ("Code") was adopted pursuant to the provisions of Section
17(j) of the Investment Company Act of 1940, as amended, and Rule 17j-1
thereunder, as amended. Those provisions of the U.S. securities laws were
adopted to prevent persons who are actively engaged in the management,

3
<PAGE>

portfolio selection or underwriting of registered investment companies from
participating in fraudulent, deceptive or manipulative acts, practices or
courses of conduct in connection with the purchase or sale of securities held or
to be acquired by such companies. Employees (including contract employees) will
be subject to various pre-clearance and reporting standards based on their
responsibilities within SEI and accessibility to certain information. Those
functions are set forth in the categories listed below.

B. Employee Categories

1. Access Person - any director, officer or employee of SEI Investments Mutual
Fund Services who, in connection with his or her regular functions or
duties, makes, participates in, or obtains prior or contemporaneous
information regarding the purchase or sale of an Investment Vehicle's
portfolio securities for which SEI acts as distributor and/or
administrator.

2. Investment Person - any director, officer or employee of the Asset
Management Group who (1) directly oversees the performance of one or more
sub-advisers for any Investment Vehicle for which SEI acts as investment
adviser, (2) executes or helps execute portfolio transactions for any such
Investment Vehicle, or (3) obtains or is able to obtain prior or
contemporaneous information regarding the purchase or sale of an Investment
Vehicle's portfolio securities.

3. Portfolio Persons - any director, officer or employee entrusted with direct
responsibility and authority to make investment decisions affecting one or
more client portfolios.

4. Registered Representative - any director, officer or employee who is
registered with the National Association of Securities Dealers as a
registered representative (Series 6, 7 or 63), a registered principal
(Series 24 or 26) or an investment representative (Series 65), regardless
of job title or responsibilities.

5. Associate - any director, officer or employee who does not fall within
definitions 1, 2, 3 or 4 above.

C. Restrictions on Personal Securities Transactions

When buying or selling securities, SEI employees may not employ any device,
scheme or artifice to defraud, mislead, or manipulate any fund or investment
client. The following restrictions are applicable to an employee's personal
securities transactions.

1. Access Persons:

o may not purchase or sell, directly or indirectly, any Security
within 24 hours before or after the time that the same (or a
related) Security is being purchased or sold by any Investment
Vehicle for which SEI acts as advisor, distributor and/or
administrator.

o may not acquire Securities as part of an Initial Public
Offering("IPO") without obtaining the written approval of the
designated Compliance Officer at Mutual Fund Services before
directly or indirectly acquiring a beneficial ownership in such
securities.

o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the designated Compliance Officer
at Mutual Fund Services.

<PAGE>

2. Investment Persons:

o may not profit from the purchase and sale or sale and purchase
of a Security within 60 days of acquiring or disposing of
Beneficial Ownership of that Security. This prohibition does
not apply to transactions resulting in a loss, or to futures or
options on futures on broad-based securities indexes or U.S.
government securities.

o may not acquire Securities as part of an Initial Public
Offering without obtaining the written approval of the
Compliance Department before directly or indirectly acquiring a
beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the Compliance Department.

o may not receive any gift of more than de minimus value
(currently $100.00 per year) from any person or entity that
does business with or on behalf of any Investment Vehicle.

o may not serve on the board of directors of any publicly traded company.

3. Portfolio Persons:

o may not purchase or sell, directly or indirectly, any Security
within 7 days before or after a client portfolio has executed a
trade in that same (or an equivalent) Security, unless the
order is withdrawn.

o may not acquire Securities as part of an Initial Public
Offering without obtaining the written approval of the
designated Compliance Officer before directly or indirectly
acquiring a beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the Compliance Department.

o may not receive any gift of more than de minimus value
(currently $100.00 per year) from any person or entity that
does business with or on behalf of any Investment Vehicle.

5
<PAGE>

o may not serve on the board of directors of any publicly traded
company.

4. Registered Representatives:

o may not acquire Securities as part of an Initial Public Offering.

D. Pre-clearance of Personal Securities Transactions

1. Access, Investment and Portfolio Persons:

o must pre-clear each proposed securities transaction with the
Compliance Department or the designated Compliance Officer for
Accounts held in their names or in the names of others in which
they hold a Beneficial Ownership interest. No transaction in
Securities may be effected without the prior written approval of
the Compliance Department or the designated Compliance Officer,
except as set forth below in Section D.4 which sets forth the
securities transactions that do not require pre-clearance.

o the Compliance Department or the designated Compliance Officer
will keep a record of the approvals, and the rationale supporting,
investments in IPO and private placement transactions.

2. Registered Representatives/Associates:

o must pre-clear transactions with the Compliance Department or
designated Compliance Officer only if the Registered
Representative or Associate knew or should have known at the time
of the transaction that, during the 24 hour period immediately
preceding or following the transaction, the Security was purchased
or sold or was being considered for purchase or sale by any
Investment Vehicle.

3. Transactions that do not have to be pre-cleared:
------

o Purchases or sales over which the employee pre-clearing the transaction
(the "Pre-clearing Person") has no direct or indirect influence or control;

o Purchases, sales or other acquisitions of Securities which are
non-volitional on the part of the Pre-clearing Person or any
Investment Vehicle, such as purchases or sales upon exercise of
puts or calls written by the Pre-clearing Person, sales from a
margin account pursuant to a bona fide margin call, stock
dividends, stock splits, mergers, consolidations, spin-offs, or
other similar corporate reorganizations or distributions;

o Purchases which are part of an automatic dividend reinvestment
plan or automatic employee stock purchase plans;

o Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its Securities, to the
extent such rights were acquired from such issuer;

o Acquisitions of Securities through gifts or bequests; and

o Transactions in open-end mutual funds.
--------

4. Pre-clearance procedures:

<PAGE>

o All requests for pre-clearance of securities transactions must be
submitted to the Compliance Department or the designated
Compliance Officer by completing a Pre-clearance Request Form
(attached as Exhibit 1). SEI Employees located in the U.S. with
access to the I drive may also complete an electronic version of
the form located at I:\register\preform.doc.

o The following information must be provided on the Form:
----
a. Name, date, extension, title;

b. Transaction detail, i.e., whether the transaction is a
buy or sell; the security name and security type; number
of shares; price; date acquired if a sale; and whether the
security is held in a portfolio or Investment Vehicle,
part of an initial public offering, or part of a private
placement transaction; and

c. Signature and date; if electronically submitted, initial
and date.

o The Compliance Department or the designated Compliance Officer
will notify the employee whether the request is approved or denied
by telephone or email, and by sending a copy of the signed form to
the employee. An employee is not officially notified that the
transaction has been pre-cleared until he or she receives a copy
of the signed form. Employees should retain copies of the signed
form.

o Employees may not submit a Pre-clearance Request Form for a
transaction that he or she does not intend to execute.

o Pre-clearance authorization is valid for 3 business days only.
Transactions, which are not completed within this period, must be
resubmitted with an explanation why the previous pre-cleared
transaction was not completed.

o Investment persons must submit to the Compliance Department or the
designated Compliance Officer transaction reports showing the transactions
in all the Investment Vehicles for which SEI or a sub-adviser serves as an
investment adviser for the 24 hour period before and after the date on
which their securities transactions were effected. Transaction reports
need only be submitted for the portfolios that hold or are eligible to
purchase and sell the types of securities proposed to be bought or sold by
the Investment Person. For example, if the Investment Person seeks to
obtain approval for a proposed equity trade, only the transaction reports
for the portfolios effecting transactions in equity securities are
required.

o The Compliance Department or the designated Compliance Officer will
maintain pre-clearance records for 5 years.

<PAGE>

E. Reporting Requirements

1. Duplicate Brokerage Statements [All Employees]
---------------

o All SEI Employees are required to instruct their brokers/dealers to file
duplicate brokerage statements with the Compliance Department at SEI
Oaks. Employees in SEI's global offices are required to have their
duplicate statements sent to the offices in which they are located.
Statements must be filed for all Accounts (including those in which
employees have a Beneficial Ownership interest), except those that
trade exclusively in open-end mutual funds, government securities,or
SEI stock through the employee stock/stock option plan. Failure of a
broker-dealer to send duplicate statements will not excuse an Employee's
violation of this Section, unless the Employee demonstrates that he or
she took every reasonable step to monitor the broker's or dealer's
compliance.

o Sample letters instructing the brokers/dealers to send the
statements to SEI are attached as Exhibit 2, and may be found at
I:\register\407pers.doc and I:\register\permltr.doc. If the broker
or dealer requires a letter authorizing a SEI employee to open an
account, the permission letter may used and may be found at
I:\register\permltr.doc. Please complete the necessary information
in the letter and forward a signature ready copy to the Compliance
Department.

o If no such duplicate statement can be supplied, the Employee
should contact the Compliance Department or the designated
Compliance Officer.

2. Initial Holdings Report [Access, Investment and Portfolio
Persons]

o Access, Investment and Portfolio Persons must submit an Initial
Holdings Report to the Compliance Department or designated
Compliance Officer disclosing every security beneficially owned
directly or indirectly by such person within 10 days of becoming
an Access, Investment or Portfolio Person.

o The Initial Holdings Report must include the following
information: (1) the title of the security; (2) the number of
shares held; (3) the principal amount of the security; and (4) the
name of the broker, dealer or bank where the security is held. The
information disclosed in the report must be current as of a date
no more than 30 days before the report is submitted.

o The Initial Holdings Report is attached as Exhibit 3 to this Code and can
be found on the I drive at I:register\inhold.doc.

3. Quarterly Report of Securities Transactions [Access, Investment and
Portfolio Persons]

o Access, Investment and Portfolio Persons must submit quarterly
transaction reports of the purchases and/or sales of securities in which
such persons have a direct or indirect Beneficial Ownership interest
(See Exhibit 4- Quarterly Transaction Report). The report will be
provided to all Investment Persons before the end of each quarter by the
Compliance Department or the designated Compliance Officer

<PAGE>

and must be completed and returned no later than 10 days after the end of
each calendar quarter. Quarterly Transaction Reports that are not
returned by the date they are due will be considered late and will be
reported as violations of the Code of Ethics. Investment and Portfolio
Persons who repeatedly return the reports late (5 late filings) will be
subject to a monetary fine for their Code of Ethics violations.

o The following information must be provided on the report:

a. The date of the transaction, the description and number of
shares, and the principal amount of each security involved;

b. Whether the transaction is a purchase, sale or other
acquisition or disposition;

c. The transaction price; and

d. The name of the broker, dealer or bank through whom the
transaction was effected.

4. Annual Report of Securities Holdings [Access, Investment and
Portfolio Persons]

o On an annual basis, Investment and Portfolio Persons must submit to
the Compliance Department or the designated Compliance Officer an
Annual Report of Securities Holdings that contains a list of all
securities subject to this Code in which they have any direct or
indirect Beneficial Ownership interest (See Exhibit 5 - Annual
Securities Holdings Report). The information disclosed in the
report must be current as of a date no more than 30 days before
the report is submitted.

o Annual reports must be returned to the Compliance Department or
the designated Compliance Officer within 30 days after the end of
the calendar year-end.

<PAGE>

4. Annual Certification of Compliance [All Employees]

o All employees will be required to certify annually that they:

- have read the Code of Ethics;
- understand the Code of Ethics; and
- have complied with the provisions of the Code of
Ethics.

o The Compliance Department or the designated Compliance Officer
will send out annual forms (attached as Exhibit 6) to all
employees that must be completed and returned no later than 30
days after the end of the calendar year.

F. Detection and Reporting of Code Violations

The Compliance Department or the designated Compliance Officer will:

o review the trading activity reports or duplicate statements filed by
Employees, focusing on patterns of personal trading;

o review the trading activity of Investment Vehicles;

o review the holdings reports submitted by Access, Investment and Portfolio
Persons;

o prepare an Annual Issues and Certification Report to the Board
of Trustees or Directors of the Investment Vehicles that, (1)
describes the issues that arose during the year under this
Code, including, but not limited to, material violations of
and sanctions under the Code, and (2) certifies that SEI has
adopted procedures reasonably necessary to prevent its access,
investment and portfolio personnel from violating this Code;
and

o prepare a written report to SEI management personnel outlining
any violations of the Code together with recommendations for
the appropriate penalties.

G. Violations of the Code of Ethics

1. Penalties:

o Employees who violate the Code of Ethics may be subject to serious
penalties which may include:

- written warning;
- reversal of securities transaction;
- restriction on trading privileges;
- disgorgement of trading profits;
- fine;
- suspension or termination of employment; and/or
- referral to regulatory or law enforcement agencies.

2. Penalty Factors:

o Factors which may be considered in determining an appropriate penalty
include, but are not limited to:

10
<PAGE>

- the harm to clients;
- the frequency of occurrence;
- the degree of personal benefit to the employee;
- the degree of conflict of interest;
- the extent of unjust enrichment;
- evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; and/or
- the level of accurate, honest and timely cooperation from the employee.

H. Confidential Treatment

o The Compliance Department or the designated Compliance Officer
will use their best efforts to assure that all requests for
pre-clearance, all personal securities transaction reports and all
reports for securities holding are treated as "Personal and
Confidential." However, such documents will be available for
inspection by appropriate regulatory agencies and other parties
within and outside SEI as are necessary to evaluate compliance
with or sanctions under this Code.

I. Definitions Applicable to the Code of Ethics

1. Account - a securities trading account held by an Employee and by any such
person's spouse, minor children and adults residing in his or her household
(each such person, an "immediate family member"); any trust for which the person
is a trustee or from which the Employee benefits directly or indirectly; any
partnership (general, limited or otherwise) of which the Employee is a general
partner or a principal of the general partner; and any other account over which
the Employee exercises investment discretion.

2. Beneficial Ownership - Security ownership in which a person has a direct or
indirect financial interest. Generally, an employee will be regarded as a
beneficial owner of Securities that are held in the name of:

a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
d. any other person IF: (a) the employee obtains from the
--
securities benefits substantially similar to those of
ownership (for example, income from securities that are held
by a spouse); or (b) the employee can obtain title to the
securities now or in the future.

3. Initial Public Offering - an offering of securities for which a registration
statement has not been previously filed with the U.S. SEC and for which there is
no active public market in the shares.

4. Purchase or sale of a Security - includes the writing of an option to
purchase or sell a security.

5. Security - includes notes, bonds, stocks (including closed-end funds),
convertibles, preferred stock, options on securities, futures on broad-based
market indices, warrants and rights. A "Security" does not include direct
obligations of the U.S. Government ; bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements; and, shares issued by open-end mutual funds.

11
<PAGE>

III. INSIDER TRADING POLICY

All Employees are required to refrain from investing in Securities based on
material nonpublic inside information. This policy is based on the U.S. federal
securities laws that prohibit any person from:

1. trading on the basis of material, nonpublic information;
2. tipping such information to others;

3. recommending the purchase or sale of securities on the basis of such
information;
4. assisting someone who is engaged in any of the above activities; and
5. trading a security, which is the subject of an actual or impending
tender offer when in possession of material nonpublic information
relating to the offer.

This includes any confidential information that may be obtained by Access,
Investment and Portfolio Persons regarding the advisability of purchasing or
selling specific securities for any Investment Vehicles or on behalf of clients.
Additionally, this policy includes any confidential information that may be
obtained about SEI Investments Company or any of its affiliated entities. This
Section outlines basic definitions and provides guidance to Employees with
respect to this Policy.

<PAGE>

A. What is "Material" Information?
-------------------------------

Information is material when there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions.
Generally, if disclosing certain information will have a substantial effect on
the price of a company's securities, or on the perceived value of the company or
of a controlling interest in the company, the information is material, but
information may be material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to determine when
information is material; assessments of materiality involve a highly
fact-specific inquiry. For this reason, any question as to whether information
is material should be directed to the Compliance Department.

B. What is "Nonpublic" Information?
--------------------------------
Information about a publicly traded security or issuer is "public" when it has
been disseminated broadly to investors in the marketplace. Tangible evidence of
such dissemination is the best indication that the information is public. For
example, information is public after it has become available to the general
public through a public filing with the SEC or some other governmental agency,
the Dow Jones "tape" or the Wall Street Journal or some other publication of
general circulation, and after sufficient time has passed so that the
information has been disseminated widely.

Information about securities that are not publicly traded, or about the issuers
of such securities, is not ordinarily disseminated broadly to the public.
However, for purposes of this Policy, such private information may be considered
"public" private information to the extent that the information has been
disclosed generally to the issuer's security holders and creditors. For example,
information contained in a private placement memorandum to potential investors
may be considered "public" private information with respect to the class of
persons who received the memorandum, but may still be considered "nonpublic"
information with respect to creditors who were not entitled to receive the
memorandum. As another example, a controlling shareholder may have access to
internal projections that are not disclosed to minority shareholders; such
information would be considered "nonpublic" information.

C. Who Is an Insider?
------------------
Unlawful insider trading occurs when a person, who is considered an insider,
with a duty not to take advantage of material nonpublic information violates
that duty. Whether a duty exists is a complex legal question. This portion of
the Policy is intended to provide an overview only, and should not be read as an
exhaustive discussion of ways in which persons may become subject to insider
trading prohibitions.

Insiders of a company include its officers, directors (or partners), and
employees, and may also include a controlling shareholder or other controlling
person. A person who has access to information about the company because of some
special position of trust or has some other confidential relationship with a
company is considered a temporary insider of that company. Investment advisers,
lawyers, auditors, financial institutions, and certain consultants and all of
their officers, directors or partners, and employees are all likely to be
temporary insiders of their clients.

Officers, directors or partners, and employees of a controlling shareholder may
be temporary insiders of the controlled company, or may otherwise be subject to
a duty not to take advantage of inside information.

D. What is Misappropriation?
-------------------------

<PAGE>

Misappropriation usually occurs when a person acquires inside information about
Company A in violation of a duty owed to Company B. For example, an employee of
Company B may know that Company B is negotiating a merger with Company A; the
employee has material nonpublic information about Company A and must not trade
in Company A's shares.

For another example, Employees who, because of their association with SEI,
receive inside information as to the identity of the companies being considered
for investment by SEI Investment Vehicles or by other clients, have a duty not
to take advantage of that information and must refrain from trading in the
securities of those companies.

E. What is Tipping?
----------------
Tipping is passing along inside information; the recipient of a tip (the
"tippee") becomes subject to a duty not to trade while in possession of that
information. A tip occurs when an insider or misappropriator (the "tipper")
discloses inside information to another person, who knows or should know that
the tipper was breaching a duty by disclosing the information and that the
tipper was providing the information for an improper purpose. Both tippees and
tippers are subject to liability for insider trading.

F. Identifying Inside Information
------------------------------
Before executing any securities transaction for your personal account or for
others, you must consider and determine whether you have access to material,
nonpublic information. If you think that you might have access to material,
nonpublic information, you must take the following steps:

1. Report the information and proposed trade immediately to the Compliance
Department or designated Compliance Officer;
2. Do not purchase or sell the securities on behalf of yourself or others; and
3. Do not communicate the information inside or outside SEI, other than to the
Compliance Department or designated Compliance Officer.

These prohibitions remain in effect until the information becomes public.

Employees managing the work of consultants and temporary employees who have
access to material nonpublic information are responsible for ensuring that
consultants and temporary employees are aware of this Policy and the
consequences of non-compliance.

G. Trading in SEI Investments Company Securities
---------------------------------------------

This Policy applies to all employees with respect to trading in the securities
of SEI Investments Company, including shares held directly or indirectly in the
Company's 401(k) plan. Employees, particularly "officers" (as defined in Rule
16(a)-1(f) in the Securities Exchange Act of 1934, as amended), of the company
should be aware of their fiduciary duties to SEI and should be sensitive to the
appearance of impropriety with respect to any of their personal transactions in
SEI's publicly traded securities. Thus, the following restrictions apply to all
transactions in SEI's publicly traded securities occurring in an employee's
Account and in all other accounts in which the employee benefits directly or
indirectly, or over which the employee exercises investment discretion.

o Blackout Period - Directors and Officers are prohibited from buying or
selling SEI's publicly traded securities during the blackout period. The
blackout periods are as follows:

<PAGE>

o for the first, second and third quarterly financial reports -
begins at the close of the prior quarter and ends after SEI
publicly announces the financial results for that quarter.
o for the annual and fourth quarter financial reports - begins on
the 6th business day of the first month following the end of the
calendar year-end and ends after SEI publicly announces its
financial results.

All securities trading during this period may only be conducted with the
approval of SEI's General Counsel or the Compliance Director. In no event
may securities trading in SEI's stock be conducted while an Director or
Officer of the company is in possession of material nonpublic information
regarding SEI.
o Major Events - Employees who have knowledge of any SEI events or
developments that may have a "material" impact on SEI's stock that have not
been publicly announced are prohibited from buying or selling SEI's
publicly traded securities before such announcements. (See definition of
"material information" contained in III. A. above.)
o Short Selling and Derivatives Trading Prohibition - All employees are
prohibited from engaging in short sales and options trading of SEI's common
stock.

Section 16(a) directors and officers are subject to the following additional
trading restriction.

o Short Swing Profits - Directors and Officers may not profit from the
purchase and sale or sale and purchase of SEI's securities within 6 months
of acquiring or disposing of Beneficial Ownership of that Security.

H. Violations of the Insider Trading Policy

Unlawful trading of securities while in possession of material nonpublic
information, or improperly communicating that information to others, is a
violation of the federal securities laws and may expose violators to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The SEC can recover the profits gained or losses avoided
through the violative trading, a penalty of up to three times the illicit
windfall or loss avoided, and an order permanently enjoining violators from such
activities. Violators may be sued by investors seeking to recover damages for
insider trading violations. In addition, violations by an employee of SEI may
expose SEI to liability. SEI views seriously any violation of this Policy, even
if the conduct does not, by itself, constitute a violation of the federal
securities laws. Violations of this Policy constitute grounds for disciplinary
sanctions, including dismissal.

<PAGE>

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY

EXHIBITS

Exhibit 1 Pre-clearance Request Form

Exhibit 2 Account Opening Letters to Brokers/Dealers

Exhibit 3 Initial Holdings Report

Exhibit 4 Quarterly Transaction Report

Exhibit 5 Annual Securities Holdings Report

Exhibit 6 Annual Compliance Certification

<PAGE>

EXHIBIT 1

17
<PAGE>

PRECLEARANCE REQUEST FORM

Name: Date:

Ext #: Title/Position:

- --------------------------------------------------------------------------------
Transaction Detail: I request prior written approval to execute the following
trade:
- --------------------------------------------------------------------------------

Buy: [ ] Sell: [ ] Security Name: Security type:

No. of Shares: Price: If sale, date acquired:

Held in an SEI Portfolio: Yes [ ] No [ ] If yes, provide: (a) the Portfolio's
name:

(b) the date Portfolio bought or sold the security:

Initial Public Offering: Private Placement:
Yes [ ] No [ ] Yes [ ] No [ ]

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

Disclosure Statements
- --------------------------------------------------------------------------------

I hereby represent that, to the best of my knowledge, neither I nor the
registered account holder: (1) have knowledge of a possible or pending purchase
or sale of the above security in any of the portfolios for which SEI acts as an
investment adviser, distributor, administrator, or for which SEI oversees the
performance of one or more it sub-advisers; (2) is in possession of any material
nonpublic information concerning the security to which this request relates; and
(3) is engaging in any manipulative or deceptive trading activity.

I acknowledge that if the Compliance Officer to whom I submit this written
request determines that the above trade would contravene SEI Investments
Company's Code of Ethics and Insider Trading Policy ("the Policy"), the
Compliance Officer in his or her sole discretion has the right not to approve
the trade, and I undertake to abide by his or her decision.

I acknowledge that this authorization is valid for a period of three (3)
business days.
- --------------------------------------------------------------------------------
Signature: Date:
- --------------------------------------------------------------------------------

Compliance Officer's Use Only
- --------------------------------------------------------------------------------

Approved: [ ] Disapproved: [ ] Date:

- --------------------------------------------------------------------------------
By: Comments:

Transaction Report Received: Yes [ ] No [ ]
- --------------------------------------------------------------------------------
Note: This preclearance will lapse at the end of the day on , 20. If you
decide not to effect the trade, please notify the Compliance Department or
designated Compliance Officer immediately.

<PAGE>

EXHIBIT 2

19
<PAGE>

Date:

Your Broker
street address
city, state zip code

Re: Your Name
your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Distribution, Co., a
registered broker/dealer an/or SEI Investments Management Corporation, a
registered investment adviser. Please send duplicate statements only of this
brokerage account to the attention of:

SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Your name

<PAGE>

Date:

[Address]

Re: Employee Name
Account #
SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI
Investments Distribution, Co., a registered broker/dealer and/or SEI Investments
Management Corporation, a registered investment adviser. We grant permission for
him/her to open a brokerage account with your firm and request that you send
duplicate statements only of this employee's brokerage account to:

SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Cynthia M. Parrish
Compliance Director

<PAGE>

EXHIBIT 3

<PAGE>

SEI INVESTMENTS MANAGEMENT CORPORATION
INITIAL HOLDINGS REPORT

Name:_____________________________________________________________

Signature:__________________

Submission Date:_____________________

Number of Name of Broker, Dealer or
Title of Security Shares Held Principal Amount Bank Where Security is Held
================================================================================

==================================================================
This report must be submitted within 10 days of becoming an Access, Investment
or Portfolio Person under SEI Investments Company's Code of Ethics. All
securities holdings must be reported on this form.

I confirm that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.

- -----------------
Signature

- ---------
Date

- -----------------
Received by:

<PAGE>

EXHIBIT 4

<PAGE>

SEI INVESTMENTS MANAGEMENT CORPORATION
QUARTERLY TRANSACTION REPORT
Transaction Record of Securities Directly or Indirectly Beneficially Owned
________________, 2000 to ____________, 2000
Name:___________________________________________________________________________

Signature:______________________________________________________________________

Submission Date:________________________________________________________________

Broker/Dealer
Number of Shares and Issuer & Principal
Type of Title of or
Date Transaction Security Price Amount Bank
================================================================================

================================================================================
This report is required of all officers, directors and certain other persons
under Section 204 of the Investment Advisers Act of 1940 and Rule 17j-1 of the
Investment Company Act of 1940 and is subject to examination. Transactions in
direct obligations of the U.S. Government need not be reported. In addition,
persons need not report transactions in bankers' acceptances, certificates of
deposit, commercial paper or open-end investment companies. The report must be
returned within 10 days of the applicable calendar quarter end. The reporting of
transactions on this record shall not be construed as an admission that the
reporting person has any direct or indirect beneficial ownership in the security
listed.

By signing this document, I represent that all reported transactions were
pre-cleared through the Compliance Department or the designated Compliance
Officer in compliance with the SEI Investments Company Code of Ethics and
Insider Trading Policy.

<PAGE>

EXHIBIT 5

<PAGE>

SEI INVESTMENTS
ANNUAL SECURITIES HOLDINGS REPORT
As of December 31, 19__

Employee Name: __________________

- ----------------------------- ------------------------------ ---------------------------- -------------------------------------
<S> <C> <C> <C>
0 Security 1 Number of Shares Type of Ownership (direct or Account Number and Name of
- ----------------- -------------------------
indirect) Brokerage Firm Where Securities
are Held
- ----------------------------- ------------------------------ --------------------------- -------------------------------------

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

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

- ----------------------------- ------------------------------ ---------------------------- ------------------------------------
</TABLE>

I confirm that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.

- ------------------------ -------------------------
Name Received by
- ---------
Date

Note: Do not report holdings of U.S. Government securities, bankers'
acceptances, certificates of deposit,commercial paper and mutual funds.

5
<PAGE>

EXHIBIT 6

<PAGE>

SEI INVESTMENTS
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

TO: Compliance Department

FROM:

DATE:

1. I hereby acknowledge receipt of a copy of the Code of Ethics and Insider
Trading Policy.

2. I have read and understand the Code of Ethics and Insider Trading Policy
and recognize that I am subject thereto.

3. I hereby declare that I have complied with the terms of the Code of Ethics
and Insider Trading Policy.

Signature: __________________

Date:_________

Received by: ________________