TIP FUNDS, 497, 2000-07-03

TIP FUNDS
497, 2000-07-03

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PROSPECTUS
JUNE 30, 2000
[TIP LOGO OMITTED]
TURNER
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FUNDS

Turner Midcap Growth Fund
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Turner Small Cap Growth Fund
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Turner Micro Cap Growth Fund
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Turner Top 20 Fund
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Turner Technology Fund
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Turner B2B E-Commerce Fund
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Turner Wireless & Communications Fund
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Turner Global Top 40 Fund
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Turner Short Duration Government Funds
- One Year Portfolio
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Turner Short Duration Government Funds
- Three Year Portfolio
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Turner Core High Quality Fixed Income Fund
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PORTFOLIOS OF THE TIP FUNDS [LOGO OMITTED]

INVESTMENT ADVISER:
Turner Investment Partners, Inc.

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

<PAGE>

HOW TO READ YOUR 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 Funds that you should know before
investing. Please read this prospectus and keep it for future reference.

This prospectus has been arranged into different sections so that you can easily
review this important information. On the next page, there is some general
information you should know about the Funds. For more detailed information about
the Funds, please see:

X Turner Midcap Growth Fund

X Turner Small Cap Growth Fund

X Turner Micro Cap Growth Fund

X Turner Top 20 Fund

X Turner Technology Fund

X Turner B2B E-Commerce Fund

X Turner Wireless & Communications Fund

X Turner Global Top 40 Fund

X Turner Short Duration Government Funds-One Year Portfolio

X Turner Short Duration Government Funds-Three Year Portfolio

X Turner Core High Quality Fixed Income Fund

X Investments and Portfolio Management

X Purchasing, Selling and Exchanging Turner Funds

X Dividends, Distributions and Taxes

X Financial Highlights

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

<PAGE>
INTRODUCTION

INFORMATION COMMON TO ALL FUNDS

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

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

A number of the Funds, including the Midcap, Small Cap, Micro Cap, Top 20,
Technology, B2B E-Commerce, Wireless & Communications and Global Top 40 Funds,
participate in initial public offerings (IPOs). During 1999, there were a large
number of IPOs, and many of these IPOs were very successful. The Funds that were
operational in 1999 participated in a number of these successful IPOs, and as a
result, these IPOs had a significant impact on the Funds' performance,
especially on those Funds with lower asset levels. There is no guarantee that
there will be as many successful IPOs in the future, or that the Funds will
continue to have access to these successful IPOs. In addition, as Fund assets
grow, the positive impact of successful IPOs on Fund performance will decrease.

3
<PAGE>
TURNER MIDCAP GROWTH FUND

FUND SUMMARY

INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Mid-cap U.S. common stocks

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify medium
capitalization U.S. companies
with strong earnings growth potential

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

PRINCIPAL STRATEGY
The Turner Midcap Growth Fund invests primarily (at least 65% of its assets) in
common stocks and other equity securities of U.S. companies with medium market
capitalizations (I.E., between $1 billion and $10 billion) that Turner
Investment Partners believes have strong earnings growth potential. The Fund
will invest in securities of companies that are diversified across economic
sectors, and will attempt to maintain sector concentrations that approximate
those of its current benchmark, the Russell Midcap Growth Index (the "Index").
Portfolio exposure is generally limited to a maximum of 2% in any single issue,
subject to exceptions for securities whose issuers are included in the Index.
The Fund also may invest without regard to this limit in securities of companies
that are not part 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.

PRINCIPAL 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, medium capitalization growth stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The 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 mid-size companies may have limited product lines, markets
and financial resources, and may depend upon a relatively small management
group.

10
<PAGE>

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

This bar chart shows changes in the performance of the Fund's Class I Shares
from year to year for three years.*

1997 40.56%
1998 26.52%
1999 125.45%

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

BEST QUARTER WORST QUARTER
54.63% (16.65)%
(12/31/99) (9/30/98)

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the Russell Midcap Growth Index.

SINCE INCEPTION
1 YEAR (10/1/96)
---------------------------------------------------------------------------
TURNER MIDCAP GROWTH FUND 125.45% 54.87%
RUSSELL MIDCAP GROWTH INDEX 51.29% 28.29%

WHAT IS AN INDEX?

An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Russell Midcap Growth Index is a widely-recognized,
capitalization-weighted (companies with larger market capitalizations have more
influence than those with smaller market capitalizations) index of the 800
smallest U.S. companies out of the 1,000 largest companies with higher growth
rates and price-to-book ratios.

11
<PAGE>

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 SHARES
-------------------------------------------------------------------------------
Investment Advisory Fees 0.75%
Distribution (12b-1) Fees None
Other Expenses 0.50%
----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.25*%
----
-------------------------------------------------------------------------------

* THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.25% THROUGH
JANUARY 31, 2001, OR FROM EXCEEDING 1.75% THEREAFTER. 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. 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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER MIDCAP GROWTH FUND - CLASS I SHARES $127 $397 $686 $1,511
</TABLE>

12
<PAGE>

TURNER SMALL CAP GROWTH FUND

FUND SUMMARY

INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Small cap U.S. common stocks

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify small cap U.S.
companies with strong earnings growth
potential

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share
price volatility of small cap equity
investing

PRINCIPAL STRATEGY
The Turner Small Cap Growth Fund invests primarily (at least 65% of its assets)
in common stocks and other equity securities of U.S. companies with small market
capitalizations (I.E., under $2 billion) that Turner Investment Partners
believes have strong earnings growth potential. The Fund will invest in
securities of companies that are diversified across economic sectors, and will
attempt to maintain sector concentrations that approximate those of its current
benchmark, the Russell 2000 Growth Index (the "Growth Index"). Portfolio
exposure is generally limited to a maximum of 2% in any single issue, subject to
exceptions for securities whose issuers are included in the Growth Index. The
Fund may also invest without regard to this limit in securities of companies
that are not part of the Growth 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.

PRINCIPAL 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, small cap U.S. growth 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.
These securities may be traded over the counter or listed on an exchange and may
or may not pay dividends.

13
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class I Shares
from year to year for five years.*

1995 68.16%
1996 28.85%
1997 14.75%
1998 8.53%
1999 85.04%

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

BEST QUARTER WORST QUARTER
44.57% (24.30)%
(12/31/99) (9/30/98)

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the Russell 2000 Growth Index.

SINCE INCEPTION
1 YEAR 5 YEARS (2/7/94)
-------------------------------------------------------------------------------
TURNER SMALL CAP GROWTH FUND 85.04% 37.94% 33.44%
RUSSELL 2000 GROWTH INDEX 43.09% 18.99% 14.89%

WHAT IS AN INDEX?

An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Russell 2000 Growth Index is a widely-recognized,
capitalization-weighted (companies with larger market capitalizations have more
influence than those with smaller market capitalizations) index of the 2000
smallest U.S. companies out of the 3000 largest U.S. companies with higher
growth rates and price-to-book ratios.

14
<PAGE>

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 SHARES
-----------------------------------------------------------------------------
Investment Advisory Fees 1.00%
Distribution (12b-1) Fees None
Other Expenses 0.31%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.31%
Fee Waivers and Expense Reimbursements 0.06%
-----
NET TOTAL OPERATING EXPENSES 1.25%*
-----------------------------------------------------------------------------

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER SMALL CAP GROWTH FUND - CLASS I SHARES $127 $409 $713 $1,578
</TABLE>

15
<PAGE>

TURNER MICRO CAP GROWTH FUND

FUND SUMMARY

INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Micro cap U.S. common stocks

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify micro cap U.S.
companies with strong earnings growth
potential

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share
price volatility of micro cap equity
investing

PRINCIPAL STRATEGY

The Turner Micro Cap Growth Fund invests primarily (at least 65% of its assets)
in common stocks and other equity securities of U.S. companies with very small
market capitalizations (I.E., under $500 million) that Turner Investment
Partners believes have strong earnings growth potential. The Fund will invest in
securities of companies that are diversified across economic sectors. Portfolio
exposure is generally limited to a maximum 2% at the time of purchase in any
single issue.

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.

PRINCIPAL 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, U.S. micro capitalization growth stocks,
may underperform compared to other market segments or to the equity markets as a
whole.

The 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 very 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. As a result,
the prices of the micro cap stocks owned by the Fund will be very volatile, and
the price movements of the Fund's shares will reflect that volatility.

16
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class I Shares for
one year.*

1999 144.39%

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S PREDECESSOR, THE ALPHA SELECT TURNER MICRO CAP GROWTH FUND, COMMENCED
OPERATIONS ON MARCH 1, 1998. THE FUND BECAME PART OF THE TIP FUNDS IN 1999.

BEST QUARTER WORST QUARTER
60.84% 3.89%
(12/31/99) (3/31/99)

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the Russell 2000 Growth Index.

SINCE INCEPTION
1 YEAR (3/1/98)
--------------------------------------------------------------------------
TURNER MICRO CAP GROWTH FUND 144.39% 94.15%
RUSSELL 2000 GROWTH INDEX 43.09% 17.69%

WHAT IS AN INDEX?

An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Russell 2000 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 2000
smallest U.S. companies out of the 3000 largest U.S. companies with higher
growth rates and price-to-book ratios.

17
<PAGE>

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 SHARES
-------------------------------------------------------------------------------
Investment Advisory Fees 1.00%
Distribution (12b-1) Fees None
Other Expenses 1.86%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 2.86%
Fee Waivers and Expense Reimbursements 1.61%
-----
NET TOTAL OPERATING EXPENSES 1.25%*

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

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER MICRO CAP GROWTH FUND - CLASS I SHARES $127 $504 $910 $2,065
</TABLE>

18
<PAGE>

TURNER TOP 20 FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS U.S. common stocks

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. companies with
strong earnings growth potential

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

PRINCIPAL STRATEGY

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

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

PRINCIPAL 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, U.S. growth stocks, may underperform
compared to other market segments or to the equity markets as a whole.

19
<PAGE>

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.

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

PERFORMANCE INFORMATION

The Turner Top 20 Fund commenced operations on June 30, 1999. Since the Fund
does not have a full calendar year of performance, performance results have not
been provided.

The Fund will compare its performance to that of the S&P 500 Index. 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 SHARES
--------------------------------------------------------------------------------
Investment Advisory Fees 1.10%*
Distribution (12b-1) Fees None
Other Expenses 1.45%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 2.55%
Fee Waivers and Expense Reimbursements 1.20%
-----
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 S&P 500 INDEX.

** THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP OTHER EXPENSES FROM EXCEEDING 0.25%. AS A RESULT, THE
ADVISER'S CONTRACTUAL AGREEMENT WILL KEEP TOTAL OPERATING EXPENSES FROM
EXCEEDING 1.35% THROUGH JANUARY 31, 2001, OR FROM EXCEEDING 1.85% THEREAFTER. 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."

20
<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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER TOP 20 FUND - CLASS I SHARES $137 $533 $954 $2,128
</TABLE>

21
<PAGE>

TURNER TECHNOLOGY FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of technology companies

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify technology
companies with strong earnings growth
potential

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share
price volatility of technology-focused
equity investing

PRINCIPAL STRATEGY

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

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

PRINCIPAL 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

22
<PAGE>

listed on an exchange and may or may not pay dividends. Therefore, small cap and
micro cap stocks may be very volatile, and the price movements of the Fund's
shares may reflect that volatility.

In addition, the Fund is subject to the risk that its principal market segment,
technology stocks, may underperform compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies and product offerings which continue to expand could
cause technology companies to become increasingly sensitive to short product
cycles and aggressive pricing. To the extent that the Fund's 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

The Turner Technology Fund commenced operations on June 30, 1999. Since the Fund
does not have a full calendar year of performance, performance results have not
been provided.

The Fund will compare its performance to that of the Pacific Stock Exchange
Technology 100 Index. The Pacific Stock Exchange Technology 100 Index is a
widely-recognized, price weighted index of the top 100 U.S. technology
companies.

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 SHARES
------------------------------------------------------------------------------
Investment Advisory Fees 1.10%*
Distribution (12b-1) Fees None
Other Expenses 2.79%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 3.89%
Fee Waivers and Expense Reimbursements 2.54%
-----
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 PACIFIC STOCK EXCHANGE TECHNOLOGY
100 INDEX.

**THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP OTHER EXPENSES FROM EXCEEDING 0.25%. AS A RESULT, THE
ADVISER'S CONTRACTUAL AGREEMENT WILL KEEP TOTAL OPERATING EXPENSES FROM
EXCEEDING 1.35% THROUGH JANUARY 31, 2001, OR FROM EXCEEDING 1.85% THEREAFTER. 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."

23
<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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER TECHNOLOGY FUND - CLASS I SHARES $137 $533 $954 $2,128
</TABLE>

24
<PAGE>
TURNER B2B 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

[GRAPHIC OF CHESS PIECE OMITTED]
PRINCIPAL STRATEGY
The Turner B2B 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. Small
capitalization companies may include micro-cap companies, which may be extremely
volatile. 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.

[GRAPHIC OF SCALES OMITTED]

PRINCIPAL 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,
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 in greater proportion than Funds
that are more diversified by industry.

[GRAPHIC OF BULLSEYE OMITTED]

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 Pacific Stock Exchange
Technology 100 Index. The Pacific Stock Exchange Technology 100 Index is a
widely-recognized, price-weighted index of the top 100 U.S. technology
companies.

25
<PAGE>
TURNER B2B E-COMMERCE FUND

[DOLLAR SIGN OMITTED]

FUND FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------

Class I Shares

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

**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)
--------------------------------------------------------------------------------

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 PACIFIC STOCK EXCHANGE TECHNOLOGY
100 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 1.35% THROUGH JANUARY
31, 2001, OR FROM EXCEEDING 1.85% THEREAFTER. 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
--------------------------------------------------------------------------------

1 Year 3 Years
--------------------------------------------------------------------------------
Turner B2B E-Commerce Fund-
Class I Shares $137 $455
--------------------------------------------------------------------------------

26
<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

[GRAPHIC OF CHESS PIECE OMITTED]
PRINCIPAL 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.

[GRAPHIC OF SCALES OMITTED]

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 in
greater proportion than Funds that are more diversified by industry.

[GRAPHIC OF BULLSEYE OMITTED]

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

27
<PAGE>
TURNER WIRELESS & COMMUNICATIONS FUND

[GRAPHIC OF DOLLAR SIGN OMITTED]

FUND FEES AND EXPENSES
--------------------------------------------------------------------------------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------

Class I Shares

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

*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.

Class I Shares

--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

1 Year 3 Years
--------------------------------------------------------------------------------
Turner Wireless & Communications Fund-
Class I Shares $137 $455

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

[GRAPHIC OF CHESS PIECE OMITTED]
PRINCIPAL 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.

[GRAPHIC OF SCALES OMITTED]

PRINCIPAL RISKS
Since it purchases equity securities, the Fund is subject to the risk 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, financial and political events, as well as
changes in currency valuations relative to the U.S. dollar. In addition, issuers
of foreign stocks may not be subject to uniform accounting and auditing
practices. These factors contribute to price volatility, which is the principal
risk of investing in the Fund. In addition, the Fund is subject to the risk that
its principal market segment, foreign growth stocks, may 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.

[GRAPHIC OF BULLSEYE OMITTED]
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.

29
<PAGE>

TURNER GLOBAL TOP 40 FUND

[GRAPHIC OF DOLLAR SIGN OMITTED]

Class I Shares

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

**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.

Class I Shares

Investment Advisory Fees 1.00%*
Distribution (12b-1) Fees None
Other Expenses 0.65%**
-------
Total Annual Fund Operating Expenses 1.65%
Fee waivers and expense reimbursements 0.25%
-------
Net 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
ADVISOR'S CONTRACTUAL AGREEMENT WILL KEEP TOTAL OPERATING EXPENSES FROM
EXCEEDING 1.40% THROUGH JANUARY 31, 2001, OR FROM EXCEEDING 1.90% THEREAFTER. 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
--------------------------------------------------------------------------------

1 Year 3 Years
--------------------------------------------------------------------------------
Turner Global Top 40 Fund-
Class I Shares $143 $470

30
<PAGE>
TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO

FUND SUMMARY

INVESTMENT GOAL Total return consistent with the
preservation of capital

INVESTMENT FOCUS Fixed income securities issued or
guaranteed by the U.S. government

SHARE PRICE VOLATILITY Low

PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. government
securities that are attractively priced

INVESTOR PROFILE Investors seeking current income with a
very limited amount of share price
volatility

PRINCIPAL STRATEGY

The Turner Short Duration Government Funds - One Year Portfolio invests
primarily (at least 65% of its assets) in debt securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities, including
mortgage-backed securities issued by agencies such as Fannie Mae or the
Government National Mortgage Association (GNMA). In selecting investments for
the Fund, Turner Investment Partners chooses U.S. government obligations that
are attractively priced relative to the market or to similar instruments. In
addition, Turner considers the "effective duration" of the Fund's entire
portfolio when selecting securities. Effective duration is a measure of a
security's price volatility or the risk associated with changes in interest
rates. Although Turner manages interest rate risk by maintaining an effective
duration that is comparable to or less than that of one-year U.S. Treasury
bills, the Fund may invest in securities with any maturity or duration.

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.

PRINCIPAL RISKS

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk. In addition, the Fund is subject to the risk that its principal
market segment, short duration U.S. government securities, may underperform
compared to other market segments or to the fixed income markets as a whole.

31
<PAGE>

backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

Mortgage-backed securities are fixed income securities representing an interest
in a pool of underlying mortgage loans. They are sensitive to changes in
interest rates, but may respond to these changes differently from other fixed
income securities due to the possibility of prepayment of the underlying
mortgage loans. As a result, it may not be possible to determine in advance the
actual maturity date or average life of a mortgage-backed security. Rising
interest rates tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating its decrease in
market price. When interest rates fall, however, mortgage-backed securities may
not gain as much in market value because of the expectation of additional
mortgage prepayments that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund's of
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.

PERFORMANCE INFORMATION

The performance of Class I and Class II Shares will differ due to differences in
expenses. This bar chart shows changes in the performance of the Fund's Class I
Shares from year to year for five years.*

1995 7.61%
1996 6.41%
1997 6.30%
1998 5.84%
1999 5.41%

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FIRST
FOUR YEARS OF PERFORMANCE SHOWN IS FOR THE ALPHA SELECT TURNER SHORT DURATION
GOVERNMENT FUNDS-ONE YEAR PORTFOLIO, THE FUND'S PREDECESSOR. THE FUND BECAME
PART OF THE TIP FUNDS IN 1999.

BEST QUARTER WORST QUARTER
2.04% 1.11%
(12/31/95) (6/30/99)

32
<PAGE>

This table compares the Fund's average annual total returns for Class I and
Class II Shares for the periods ended December 31, 1999, to those of the Merrill
Lynch Three-Month Treasury Bill Index.

<TABLE>
<CAPTION>
SINCE
1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
- CLASS I SHARES 5.41% 6.31% 6.04%*
TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
- CLASS II SHARES 5.40% N/A 5.23%**
MERRILL LYNCH THREE-MONTH TREASURY BILL INDEX 4.84% 5.35% 5.22%***
</TABLE>

* The inception date for Class I Shares is March 1, 1994.
** The inception date for Class II Shares is February 27, 1998.
*** The calculation date for the Index is March 1, 1994.

WHAT IS AN INDEX?

An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Merrill Lynch Three-Month Treasury Bill Index is an unmanaged index
of Treasury securities that assumes reinvestment of all dividends.

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 SHARES CLASS II SHARES
--------------------------------------------------------------------------------
Investment Advisory Fees 0.25% 0.25%
Distribution (12b-1) Fees None None
Other Expenses 6.28% 6.53%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 6.53% 6.78%
Fee Waivers and Expense Reimbursements 6.17% 6.17%
----- -----
NET TOTAL OPERATING EXPENSES 0.36%* 0.61%*
-------------------------------------------------------------------------------

* 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 0.36% AND 0.61%, RESPECTIVELY, THROUGH JANUARY 31, 2001,
OR FROM EXCEEDING 0.86% AND 1.11%, RESPECTIVELY, THEREAFTER. FOR MORE
INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER" AND "DISTRIBUTION OF FUND
SHARES."

33
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER SHORT DURATION GOVERNMENT FUNDS
- ONE YEAR PORTFOLIO - CLASS I SHARES $37 $225 $432 $1,037
TURNER SHORT DURATION GOVERNMENT FUNDS
- ONE YEAR PORTFOLIO - CLASS II SHARES $62 $304 $568 $1,336
</TABLE>

34
<PAGE>

TURNER SHORT DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO

FUND SUMMARY

INVESTMENT GOAL Total return consistent with the
preservation of capital

INVESTMENT FOCUS Fixed income securities issued or
guaranteed by the U.S. government

SHARE PRICE VOLATILITY Low to medium

PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. government
securities that are attractively priced

INVESTOR PROFILE Investors seeking current income with
a limited amount of share price
volatility

PRINCIPAL STRATEGY

The Turner Short Duration Government Funds - Three Year Portfolio invests
primarily (at least 65% of its assets) in debt securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities, including
mortgage-backed securities issued by agencies such as Fannie Mae or the
Government National Mortgage Association (GNMA). In selecting investments for
the Fund, Turner Investment Partners chooses U.S. government obligations that
are attractively priced relative to the market or to similar instruments. Turner
considers the "effective duration" of the Fund's entire portfolio when selecting
securities. Effective duration is a measure of a security's price volatility or
the risk associated with changes in interest rates. Although Turner manages
interest rate risk by maintaining an effective duration that is comparable to or
less than that of three-year U.S. Treasury notes, the Fund may invest in
securities with any maturity.

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.

PRINCIPAL RISKS

35
<PAGE>

backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

Mortgage-backed securities are fixed income securities representing an interest
in a pool of underlying mortgage loans. They are sensitive to changes in
interest rates, but may respond to these changes differently from other fixed
income securities due to the possibility of prepayment of the underlying
mortgage loans. As a result, it may not be possible to determine in advance the
actual maturity date or average life of a mortgage-backed security. Rising
interest rates tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating its decrease in
market price. When interest rates fall, however, mortgage-backed securities may
not gain as much in market value because of the expectation of additional
mortgage prepayments that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund's
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.

PERFORMANCE INFORMATION

1995 11.18%
1996 5.26%
1997 6.92%
1998 6.93%
1999 2.75%

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FIRST
FOUR YEARS OF PERFORMANCE SHOWN IS FOR THE ALPHA SELECT TURNER SHORT DURATION
GOVERNMENT FUNDS - THREE YEAR PORTFOLIO, THE FUND'S PREDECESSOR.
THE FUND BECAME PART OF THE TIP FUNDS IN 1999.

BEST QUARTER WORST QUARTER
3.24% 0.40%
(3/31/95) (3/31/96)

36
<PAGE>

This table compares the Fund's average annual total returns for Class I Shares
for the periods ended December 31, 1999, to those of the Lehman Brothers 1-3
Year U.S. Government Bond Index.

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TURNER SHORT DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO
- CLASS I SHARES 2.75% 6.57% 5.85%*
TURNER SHORT DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO
- CLASS II SHARES N/A N/A 6.29%**
LEHMAN BROTHERS 1-3 YEAR U.S. GOVERNMENT BOND INDEX 2.96% 6.47% 5.79%***
</TABLE>

* The inception date for Class I Shares is March 1, 1994.
** The inception date for Class II Shares is April 28, 1999.
*** The calculation date for the Index is March 1, 1994.

WHAT IS AN INDEX?

An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers 1-3 Year U.S. Government Bond Index is a widely
recognized index of U.S. government obligations with maturities of at least one
year.

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)

<TABLE>
<CAPTION>
CLASS I SHARES CLASS II SHARES
------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisory Fees 0.25% 0.25%
Distribution (12b-1) Fees None None
Other Expenses 0.70%* 0.95%*
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES 0.95% 1.20%
Fee Waivers and Expense Reimbursements 0.59% 0.59%
----- ----
NET TOTAL OPERATING EXPENSES 0.36%** 0.61%**
</TABLE>

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

*OTHER EXPENSES HAVE BEEN RESTATED TO REFLECT CURRENT EXPENSES.
**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 0.36% AND 0.61%, RESPECTIVELY, THROUGH JANUARY 31, 2001,
OR FROM EXCEEDING 0.86% AND 1.11%, RESPECTIVELY, THEREAFTER. FOR MORE
INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER" AND "DISTRIBUTION OF FUND
SHARES."

37
<PAGE>

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER SHORT DURATION GOVERNMENT FUNDS
- THREE YEAR PORTFOLIO - CLASS I SHARES $37 $225 $432 $1,037
TURNER SHORT DURATION GOVERNMENT FUNDS
- THREE YEAR PORTFOLIO - CLASS II SHARES $62 $304 $568 $1,336
</TABLE>

38
<PAGE>

TURNER CORE HIGH QUALITY FIXED INCOME FUND

FUND SUMMARY

INVESTMENT GOAL Current income and capital
appreciation

INVESTMENT FOCUS Investment grade U.S. corporate and
government bonds

SHARE PRICE VOLATILITY Medium

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality fixed
income securities with intermediate
maturities

INVESTOR PROFILE Investors who are seeking current
income and capital appreciation and
who are willing to accept principal
risk

PRINCIPAL STRATEGY

The Turner Core High Quality Fixed Income Fund invests primarily (at least 65%
of its assets) in investment grade fixed income securities, including U.S.
government securities, corporate debt securities, mortgage-backed securities,
asset-backed securities, and short-term obligations. Turner Investment Partners
will allocate the Fund's assets among these market sectors based on its analysis
of historical data, yield trends and credit ratings. In selecting investments
for the Fund, Turner chooses securities with intermediate durations that are
attractively priced and that offer competitive yields. Typically, the Fund's
average duration will be between three and six years (although the Fund may hold
securities with longer or shorter durations).

PRINCIPAL RISKS

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk. In addition, the Fund is subject to the risk that its principal
market segment, U.S. fixed income securities, may underperform compared to other
market segments or to the fixed income markets as a whole.

Although the Fund's U.S. government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

39
<PAGE>

interest rates tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating its decrease in
market price. When interest rates fall, however, mortgage-backed securities may
not gain as much in market value because of the expectation of additional
mortgage prepayments that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund's
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.

PERFORMANCE INFORMATION

The Turner Core High Quality Fixed Income Fund commenced operations on June 30,
1999. Since the Fund does not have a full calendar year of performance,
performance results have not been provided.

The Fund will compare its performance to that of the Lehman Aggregate Bond
Index. The Lehman Aggregate Bond Index is a widely-recognized market
value-weighted (higher market value stocks have more influence than lower market
value stocks) index of U.S. government obligations, corporate debt securities,
and AAA rated mortgage-backed securities. All securities in the index are rated
investment grade (BBB) or higher, with maturities of at least one year.

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 SHARES
-----------------------------------------------------------------------------
Investment Advisory Fees 0.50%
Distribution (12b-1) Fees None
Other Expenses 1.49%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.99%
Fee Waivers and Expense Reimbursements 1.54%
-----
NET TOTAL OPERATING EXPENSES 0.45%*
----------------------------------------------------------------------------

*THE FUND'S ADVISER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND TO REIMBURSE
EXPENSES IN ORDER TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 0.45% THROUGH
JANAURY 31, 2001, OR FROM EXCEEDING 1.00% THEREAFTER. FOR MORE INFORMATION ABOUT
THESE FEES, SEE "INVESTMENT ADVISER."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
TURNER CORE HIGH QUALITY FIXED INCOME FUND - CLASS I SHARES $46 $265 $504 $1,203
</TABLE>

40
<PAGE>
INVESTMENTS AND PORTFOLIO MANAGEMENT

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 $8 billion in assets under
management. For its services during the most recent fiscal year, Turner received
investment advisory fees (after waivers and reimbursements) of:

TURNER MIDCAP GROWTH FUND 0.75%
TURNER SMALL CAP GROWTH FUND 0.96%

For its services during the most recent fiscal year, Turner received no advisory
fees, and waived/reimbursed expenses of:

TURNER MICRO CAP GROWTH FUND 0.96%
TURNER SHORT DURATION GOVERNMENT
FUNDS - ONE YEAR PORTFOLIO 6.28%
TURNER SHORT DURATION GOVERNMENT
FUNDS - THREE YEAR PORTFOLIO 0.81%
TURNER CORE HIGH QUALITY FIXED
INCOME FUND 1.04%

Turner is entitled to receive base investment advisory fees from the following
Funds as set forth below:

TURNER TOP 20 FUND 1.10%
TURNER TECHNOLOGY FUND 1.10%
TURNER B2B E-COMMERCE FUND 1.10%
TURNER WIRELESS & COMMUNICATIONS FUND 1.10%
TURNER GLOBAL TOP 40 FUND 1.00%

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

41
<PAGE>

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

For the period from July 1, 1999 through September 30, 1999, Turner received no
advisory fees, and waived/reimbursed expenses of:

TURNER TOP 20 FUND 0.10%
TURNER TECHNOLOGY FUND 1.44%

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 are neutral to diversified against 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.

PORTFOLIO MANAGERS

The Midcap Growth and Top 20 Funds are managed by a committee comprised of Chris
McHugh, Bill McVail and Robert Turner. The Small Cap Growth Fund is managed by a
committee comprised of Bill McVail, Chris McHugh and Frank Sustersic. The Micro
Cap Growth Fund is managed by a committee comprised of Frank Sustersic, Bill
McVail and Chris Perry. The Technology Fund is managed by a committee comprised
of Robert Turner, Chris McHugh and Robb Parlanti. The Global Top 40 Fund is
managed by a committee comprised of Mark Turner, Robert Turner, Robb Parlanti
and Chris Perry. The B2B E-Commerce Fund is managed by a committee comprised of
Chris McHugh, Robert Turner and John Hammerschmidt. The Wireless &
Communications Fund is managed by a committee comprised of Chris McHugh, Robert
Turner and Robb Parlanti. The Short Duration Government Funds - One Year
Portfolio, Short Duration Government Funds - Three Year Portfolio, and Core High
Quality Fixed Income Fund are managed by a committee comprised of James Midanek
and John Pak. The background of each committee member is set forth below.

Robert E. Turner is a member of the committees which manage the Midcap Growth,
Top 20, Technology, Global Top 40, B2B E-Commerce, and Wireless & Communications
Funds, as set forth above. Mr. Turner, CFA, Chairman and Chief Investment
Officer of the Adviser, is lead manager of the Top 20 and Technology Funds and
co-manager of the Midcap Growth, Global Top 40, E-Commerce, and Wireless &
Communications Funds. Mr. Turner 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 B2B 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.

Mark Turner is a member of the committee which manages the Global Top 40 Fund,
as set forth above. Mr. Turner, Chairman of the Adviser, is lead manager of the
Global Top 40 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.

Christopher K. McHugh is a member of the committees which manage the Midcap
Growth, Small Cap Growth, Top 20, Technology, B2B E-Commerce, and Wireless &
Communications Funds, as set forth above. Mr. McHugh, Senior Equity Portfolio
Manager of the Adviser, is the lead manager of the Midcap Growth, E-Commerce and
Wireless & Communications Funds and co-manager of the Small Cap Growth, Top 20
and Technology 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.

Bill McVail is a member of the committees which manage the Small Cap Growth,
Midcap Growth, Micro Cap Growth and Top 20 Funds, as set forth above. Mr.
McVail, CFA, Senior Equity Portfolio Manager of the Adviser, is the lead manager
of the Small Cap Growth Fund and co-manager of the Midcap Growth, Micro Cap
Growth and Top 20 Funds. Mr. McVail joined the Adviser in 1998. Prior to 1998,
he was Portfolio Manager at PNC Equity Advisers. He has 12 years of investment
experience.

Frank L. Sustersic is a member of the committees which manage the Micro Cap and
Small Cap Growth Funds, as set forth above. Mr. Sustersic, CFA, a Senior Equity
Portfolio Manager of the Adviser, serves as lead manager of the Micro Cap Growth
Fund and co-manager of the Small Cap Growth Fund. Mr. Sustersic joined Turner in
1994. Mr. Sustersic has 9 years of investment experience.

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

Robb J. Parlanti is a member of the committees which manage the Technology,
Global Top 40, and Wireless & Communications Funds, as set forth above. Mr.
Parlanti, CFA, Senior Portfolio Manager of the Adviser, is co-manager of the
Technology, Global Top 40 and Wireless & 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.

<PAGE>

James L. Midanek is a member of the committee which manages the Short Duration
Government Funds - One Year Portfolio, Short Duration Government Funds - Three
Year Portfolio, and Core High Quality Fixed Income Fund. Mr. Midanek, Chief
Investment Officer - Fixed Income, joined the Adviser in 1997. Prior to 1997, he
was Chief Investment Officer of Solon Asset Management, L.P., which he founded
in 1989, and Portfolio Manager of the Short Duration Government Funds. From 1992
to 1994, Mr. Midanek was Chief Investment Officer to the Fixed Income Group of
Montgomery Asset Management, L.P., where he managed four institutional fixed
income funds. Mr. Midanek has 19 years of investment experience.

John Pak is a member of the committee which manages the Fixed Income Funds, as
set forth above. Mr. Pak, Senior Portfolio Manager/Analyst of the Adviser, is
co-manager of the Fixed Income Funds. Mr. Pak joined the adviser in 2000. Prior
to 2000, he was Vice President/Trade Desk Manager at Tuttle Decision Systems and
Assistant Vice President at C.F. Childs and Company.

44
<PAGE>
TURNER'S PAST PERFORMANCE

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

The following table presents historical performance information for a composite
consisting of the Top 20 Fund and two discretionary "top 20" accounts that are
managed by Turner in a way that is equivalent in all material respects as to
objectives, policies and strategies to how Turner is managing the Top 20 Fund.
This table also compares the performance to that of the Standard & Poor's 500
Index. The computed rates of return include the impact of capital appreciation
as well as the reinvestment of interest and dividends. This data does not
indicate how the Top 20 Fund may perform in the future:

<TABLE>
<CAPTION>
FOURTH CALENDAR 12 MONTHS 1/1/98 (INCEPTION)
QUARTER 1999 ENDED 12/31/99 TO 12/31/99
<S> <C> <C> <C>
Composite Gross Performance 60.43% 235.07% 165.18%*
Composite Net Performance 60.25% 232.64% 162.60%*
S&P 500 Performance 14.88% 21.05% 24.75%
</TABLE>

* Annualized

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

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

45
<PAGE>

PURCHASING, SELLING AND EXCHANGING 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 listed below.

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

* PURCHASE, SELL OR EXCHANGE FUND SHARES BY PHONE. Call 1-800-224-6312 between
9:00 AM and 4:00 PM EST Monday through Friday and Press 3 to place a trade.

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

By regular mail By express or overnight mail

The Turner Funds The Turner Funds
P.O. Box 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: name of fund, shareholder name and Turner Funds account number

CLOSING THE FUNDS TO NEW INVESTORS AT CERTAIN ASSET LEVELS

There are limits to the amount an investment adviser can effectively invest in
certain asset classes. Too many advisers try to manage more and more money
regardless of their capacity to find attractive investments. Turner Investment
Partners will not do this. Turner will close a Fund to most new investors once
assets under management reach certain specified levels. For the Small Cap Growth
and Micro Cap Growth Styles, those specified levels have been reached, and the
Small Cap Growth and Micro Cap Growth Funds are currently closed to new
investors. The Small Cap Growth Fund was closed to most new investors on August
29, 1997, and the Micro Cap Growth Fund was closed to most new investors on
March 7, 2000. Similarly, Turner's Midcap Growth Style (which include the assets
of the Fund) will be closed when the assets Turner manages in the style are
within the range of $5.6 billion and $7.9 billion. When this asset range is
reached, the Midcap Growth Fund will be closed to new investors. Existing
shareholders of the Funds will be notified before any Fund is closed to new
investors.

Shareholders of the Funds as of the effective date for a Fund closing may
continue to make investments and may open additional accounts with the Funds,
provided the new accounts are registered in the same name or have the same
taxpayer identification or social security number assigned to them. In addition,
certain limited classes of new investors may also purchase shares of the Funds
after they are closed to new investors. See "Purchasing, Selling and Exchanging
Fund Shares."

<PAGE>

PURCHASING, SELLING AND EXCHANGING TURNER FUNDS

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

CHOOSING CLASS I OR CLASS II SHARES

Class I and Class II Shares have different expenses and other characteristics.

Class I Shares are for individual investors and for certain institutional
investors investing for their own or their customers' account.

Class II Shares are for individual investors who purchase shares through
financial institutions or intermediaries. Only the Turner Short Duration
Government Funds - One Year Portfolio and Turner Short Duration Government Funds
- Three Year Portfolio offer Class II Shares.

CLASS I SHARES CLASS II SHARES
o NO SALES CHARGE o NO SALES CHARGE
o LOWER ANNUAL EXPENSES o HIGHER ANNUAL EXPENSES
o $2,500 MINIMUM INITIAL INVESTMENT o $2,500 MINIMUM INITIAL INVESTMENT

For some investors the minimum initial investment may be lower.

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 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

47
<PAGE>

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: [_________
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 Class I
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.

WHO IS ELIGIBLE TO INVEST IN A FUND ONCE IT IS CLOSED TO NEW INVESTORS?

If you are a shareholder of a Fund when it closes to new investors, you will be
able to make additional investments in the Fund and reinvest your dividends and
capital gains distributions. Once a Fund is closed, you may open a new account
only if:

o your business or other organization is already a shareholder of the Fund
and you are opening an account for an employee benefit plan sponsored by
that organization or an affiliated organization;

o you are a current Fund trustee or officer, or an employee of Turner
Investment Partners, Inc. or a member of the immediate family of any of
these people; or

o you are a client of a financial adviser or planner who has client assets
invested in the TIP Funds as of the date of any proposed new investment in
the Fund.

HOW FUND PRICES ARE CALCULATED

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the 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.

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.

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.

<PAGE>

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 25.

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 Funds 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 any 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.

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.

<PAGE>

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 Fund's 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

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

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 us), you may have to transmit your purchase, sale and
exchange requests to your financial

<PAGE>

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.

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.

The Turner Short Duration Government Funds-One Year Portfolio and Turner Short
Duration Government Funds-Three Year Portfolio have adopted a shareholder
service plan for their Class II Shares that allows the Funds to pay service
fees of up to 0.25% of average daily net assets for services provided to
shareholders.

DIVIDENDS AND DISTRIBUTIONS

The Turner Midcap Growth, Turner Small Cap Growth, Turner Micro Cap Growth,
Turner Top 20, Turner Technology, Turner B2B E-Commerce, Turner Wireless &
Communications, and Turner Global Top 40 Funds distribute their income annually
as a dividend to shareholders. The Turner Short Duration Government Funds - One
Year Portfolio, Turner Short Duration Government Funds - Three Year Portfolio
and Turner Core High Quality Fixed Income Fund declare their investment income
daily and distribute it monthly 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.

<PAGE>

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. 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
reinvest them. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

More information about taxes is in the SAI.

<PAGE>

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class I and Class
II Shares of the Funds. This information is intended to help you understand each
Fund's financial performance for the past five years, or, if shorter, the period
of each Fund's operation. Some of this information reflects financial
information for a single Fund share. The total returns in the table represent
the rate that you would have earned (or lost) on an investment in a Fund,
assuming you reinvested all of your dividends and distributions. These Financial
Highlights have been audited by Ernst & Young LLP, independent auditors whose
report, along with each Fund's financial statements, appears in the annual
report that accompanies our SAI. You can obtain the annual report, which
contains more performance information, at no charge by calling 1-800-224-6312.

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

NET GAINS OR
LOSSES ON
NET SECURIITES
ASSET NET (BOTH TOTAL DIVIDENDS DISTRIBUTIONS
VALUE, INVESTMENT REALIZED FROM (FROM NET (FROM RETURNS
BEGINNING INCOME AND INVESTMENT INVESTMENT CAPITAL OF TOTAL
OF PERIOD (LOSS) UNREALIZED) OPERATIONS INCOME) GAINS) CAPITAL DISTRIBUTIONS
--------- ---------- ----------- ---------- ------------- ------------- ------- -------------

TURNER MIDCAP GROWTH FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $13.87 (0.06) 11.72 11.66 -- -- -- --
1998 $14.22 (0.07) 0.22 0.15 -- (0.50) -- (0.50)
1997(3) $10.00 (0.03) 4.36 4.33 -- (0.11) -- (0.11)
TURNER SMALL CAP GROWTH FUND
1999 $21.49 (0.26) 12.97 12.71 -- -- -- --
1998 $26.35 (0.23) (4.19) (4.42) -- (0.25) (0.19) (0.44)
1997 $23.13 (0.07) 3.80 3.73 -- (0.51) -- (0.51)
1996(2) $16.08 (0.08) 8.17 8.09 -- (1.04) -- (1.04)
1995 $10.90 (0.06) 5.24 5.18 -- -- -- --
1994(4) $10.00 (0.02) 0.92 0.90 -- -- -- --
TURNER MICRO CAP GROWTH FUND
1999(5) $ 9.88 (0.05) 11.26 11.21 -- -- -- --
1998(6) $10.00 (0.04) (0.08) (0.12) -- -- -- --
TURNER TOP 20 FUND
1999(7) $10.00 (0.02) 4.01 3.99 -- -- -- --
TURNER TECHNOLOGY FUND
1999(7) $10.00 (0.02) 4.08 4.06 -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
NET ASSET
VALUE, END TOTAL
OF PERIOD RETURN+
--------- -------

TURNER MIDCAP GROWTH FUND
<S> <C> <C>
1999 $25.53 84.07%
1998 $13.87 1.24%
1997(3) $14.22 43.77%
TURNER SMALL CAP GROWTH FUND
1999 $34.20 59.14%
1998 $21.49 (16.90)%
1997 $26.35 16.64%
1996(2) $23.13 52.90%
1995 $16.08 47.52%
1994(4) $10.90 12.35%
TURNER MICRO CAP GROWTH FUND
1999(5) $21.09 113.46%
1998(6) $ 9.88 (1.20)%
TURNER TOP 20 FUND
1999(7) $13.99 39.90%
TURNER TECHNOLOGY FUND
1999(7) $14.06 40.60%
</TABLE>

RATIO OF RATIO OF NET
EXPENSES RATIO OF RATIO OF INVESTMENT
TO AVERAGE NET EXPENSES EXPENSES INCOME (LOSS)
ASSETS TO AVERAGE RATIO OF NET TO AVERAGE TO AVERAGE
NET (INCLUDING NET ASSETS INCOME NET ASSETS NET ASSETS
ASSETS, END DIRECTED (INCLUDING (LOSS) (EXCLUDING (EXCLUDING PORTFOLIO
OF PERIOD BROKERAGE WAIVERS AND TO AVERAGE WAIVERS AND WAIVERS AND TURNOVER
(000) ARRANGEMENTS) REIMBURSEMENTS) NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE
---------- ------------- --------------- ------------ --------------- --------------- ---------

TURNER MIDCAP GROWTH FUND
<S> <C> <C> <C> <C> <C> <C> <C>
1999 $148,830 1.03% 1.08% (0.58)% 1.08% (0.58)% 290.79%
1998 $ 24,582 1.23% 1.34% (0.79)% 1.73% (1.18)% 304.29%
1997(3) $ 5,145 1.25%* 1.25%* (0.62)%* 7.96%* (7.33)%* 348.29%
TURNER SMALL CAP GROWTH FUND
1999 $254,077 1.25% 1.27% (1.00)% 1.31% (1.04)% 223.61%
1998 $147,534 1.25% 1.28% (0.99)% 1.41% (1.12)% 167.73%
1997 $153,462 1.24% 1.24% (0.84)% 1.33% (0.93)% 130.68%
1996(2) $ 67,425 1.25%* 1.25%* (0.88)%* 1.54%* (1.17)%* 149.00%
1995 $ 13,072 1.25% 1.25% (0.68)% 2.39% (1.82)% 183.49%
1994(4) $ 4,806 1.09%* 1.09%* (0.27)%* 4.32%* (3.50)%* 173.92%
TURNER MICRO CAP GROWTH FUND
1999(5) $ 12,963 0.90% 0.90% (0.47)% 2.86% (2.43)% 239.32%
1998(6) $ 2,843 1.25%* 1.25%* (0.64)%* 8.18%* (7.57)%* 128.53%
TURNER TOP 20 FUND
1999(7) $ 16,112 1.35%* 1.35%* (0.87)%* 2.55%* (2.07)%* 369.11%
TURNER TECHNOLOGY FUND
1999(7) $ 8,296 1.35%* 1.35%* (0.87)%* 3.89%* (3.41)%* 317.32%
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

NET
ASSET NET GAINS
VALUE, OR LOSSES DIVIDENDS DISTRIBUTIONS
BEGINNING NET ON SECURIITES TOTAL FROM (FROM NET (FROM
OF INVESTMENT (BOTH REALIZED INVESTMENT INVESTMENT CAPITAL TOTAL
PERIOD INCOME AND UNREALIZED) OPERATIONS INCOME) GAINS) DISTRIBUTIONS
--------- ---------- ------------ ---------- ------------- ------------- --------------

TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS I SHARES
<S> <C> <C> <C> <C> <C> <C> <C>
1999(8) $10.09 0.54 (0.02) 0.52 (0.56) -- (0.56)
1998(9) $10.08 0.35 -- 0.35 (0.33) (0.01) (0.34)
1998(10) $10.06 0.60 0.02 0.62 (0.60) -- (0.60)
1997 $10.03 0.60 0.03 0.63 (0.60) -- (0.60)
1996 $9.99 0.64 0.05 0.69 (0.65) -- (0.65)
1995(6) $10.00 0.53 (0.02) 0.51 (0.52) -- (0.52)
TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS II SHARES
1999(8) $10.11 0.47 0.02 0.49 (0.50) -- (0.50)
1998(11) $10.08 0.30 0.03 0.33 (0.30) -- (0.30)
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS I SHARES
1999(12) $10.25 0.55 (0.27) 0.28 (0.55) (0.14) (0.69)
1998(9) $10.10 0.35 0.15 0.50 (0.34) (0.01) (0.35)
1998(10) $10.00 0.59 0.10 0.69 (0.59) -- (0.59)
1997 $10.04 0.58 (0.01) 0.57 (0.59) (0.02) (0.61)
1996 $ 9.80 0.60 0.23 0.83 (0.59) -- (0.59)
1995(6) $10.00 0.61 (0.22) 0.39 (0.59) -- (0.59)
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS II SHARES
1999(13) $ 9.95 0.68 (0.13) 0.55 (0.70) -- (0.70)
TURNER CORE HIGH QUALITY FIXED INCOME FUND
1999(7) $10.00 0.14 (0.09) (0.05) (0.14) -- (0.14)

NET ASSET
VALUE, END TOTAL
OF PERIOD RETURN+
--------- -------

TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS I SHARES
<S> <C> <C>
1999(8) $10.05 5.34%
1998(9) $10.09 3.50%
1998(10) $10.08 6.34%
1997 $10.06 6.32%
1996 $10.03 7.09%
1995(6) $ 9.99 5.21%
TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS II SHARES
1999(8) $10.10 5.00%
1998(11) $10.11 3.26%
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS I SHARES
1999(12) $ 9.84 2.89%
1998(9) $10.25 5.09%
1998(10) $10.10 7.07%
1997 $10.00 5.45%
1996 $10.04 8.73%
1995(6) $ 9.80 4.08%
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS II SHARES
1999(13) $ 9.80 5.64%
TURNER CORE HIGH QUALITY FIXED INCOME FUND
1999(7) $ 9.91 0.48%

RATIO OF NET
RATIO OF INVESTMENT
EXPENSES INCOME (LOSS)
TO AVERAGE TO AVERAGE AVERAGE
NET ASSETS, RATIO OF RATIO OF NET NET ASSETS NET ASSETS DEBT
END OF EXPENSES INCOME (EXCLUDING (EXCLUDING PER SHARE
PERIOD TO AVERAGE TO AVERAGE WAIVERS AND WAIVERS AND INTEREST DURING THE
(000) NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) EXPENSE PERIOD(14)
---------- ------------ ------------ --------------- --------------- -------- ----------

TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS I SHARES
<C> <C> <C> <C> <C> <C> <C> <C>
1999(8) $ 3,207 0.00% 5.50% 6.53% (1.03)% -- --
1998(9) $ 991 0.00%* 5.88%* 10.83%* (4.95)%* -- --
1998(10) $ 1,195 0.00% 5.97% 8.83% (2.86)% -- --
1997 $ 864 0.00% 5.91% 10.25% (4.34)% -- --
1996 $ 398 0.00% 6.46% 16.47% (10.01)% -- --
1995(6) $ 145 0.00% 5.74% 27.89% (22.15)% -- --
TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS II SHARES
1999(8) $ 3,155 0.23% 5.13% 6.76% (1.40)% -- --
1998(11) -- 0.25%* 5.63%* 11.08%* (5.20)%* -- --
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS I SHARES
1999(12) $38,687 0.24% 6.21% 1.31% 5.14% -- --
1998(9) $12,015 0.24%* 5.84%* 1.49%* 4.59%* -- --
1998(10) $15,544 0.24% 5.85% 1.21% 4.88% -- --
1997 $17,809 0.24% 5.80% 1.21% 4.83% 0.02% $0.04
1996 $11,027 0.24% 6.18% 1.45% 4.97% 0.12% $0.28
1995(6) $ 7,065 0.15% 6.21% 1.18% 5.18% 0.04% $0.08
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS II SHARES
1999(13) $ 87 0.48%* 5.71%* 0.95%* 5.24%* -- --
TURNER CORE HIGH QUALITY FIXED INCOME FUND
1999(7) $10,009 0.45%* 5.67%* 1.99%* 4.13%* -- --

AVERAGE RATIO OF NET
DEBT AVERAGE
OUTSTANDING SHARES
DURING THE OUTSTANDING PORTFOLIO
PERIOD(14) DURING TURNOVER
(15) THE PERIOD RATE
----------- ------------ ---------

TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS I SHARES
<C> <C> <C> <C>
1999(8) -- -- 154.33%
1998(9) -- -- 96.56%
1998(10) -- -- 68.80%
1997 -- -- 81.82%
1996 -- -- --
1995(6) -- -- --
TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO--CLASS II SHARES
1999(8) -- 154.33%
1998(11) -- -- 96.56%
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS I SHARES
1999(12) -- -- 257.98%
1998(9) -- -- 121.63%
1998(10) -- -- 197.03%
1997 $ 56,238 1,320,830 279.00%
1996 $256,115 901,238 251.00%
1995(6) $ 75,604 895,472 405.00%
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO--CLASS II SHARES
1999(13) -- -- 257.98%
TURNER CORE HIGH QUALITY FIXED INCOME FUND
1999(7) -- -- 39.70%
</TABLE>

54
<PAGE>

* Annualized

+ Returns are for the period indicated and have not been annualized.

(2) On April 19, 1996, the Board of Trustees of the Adviser Inner Circle Funds
voted to approve a tax-free reorganization of the Turner Funds. In
connection with the reorganization, the Funds changed their fiscal year end
from October 31 to September 30, effective September 30, 1996.

(3) Commenced operations on October 1, 1996.

(4) Commenced operations on February 7, 1994.

(5) On January 25, 1999 shareholders of the Alpha Select Turner Micro Cap
Growth Fund (the "Funds") approved a tax-free reorganization under which
all assets and liabilities of the Fund were transferred to the TIP Turner
Micro Cap Growth Fund.

(6) Commenced operations on March 1, 1998.

(7) Commenced operations on June 30, 1999. Amounts designated as "--" are either
$0 or have been rounded to $0. The accompanying notes are an integral part
of the financial statements.

(8) On May 24, 1999 shareholders of the Alpha Select Turner Short Duration
Government Funds-One Year Portfolio (the "Fund") approved a tax-free
reorganization under which all assets and liabilities of the Fund were
transferred to the TIP Turner Short Duration Government Funds-One Year
Portfolio.

(9) On November 10, 1997 the Board of Trustees of TIP Institutional Funds
(formerly, The Solon Funds) approved a change in the Turner Short Duration
Government Funds Three Year and One Year Portfolios' year end from February
28 to September 30, effective March 1, 1998.

(10) On January 22, 1998, shareholders of both the Three Year and One Year Funds
approved a change in the advisor from Solon Asset Management, L.P. to
Turner Investment Partners, Inc.

(11) Commenced operations on February 27, 1998

(12) On January 25, 1999 shareholders of the Alpha Select Turner Short Duration
Government Funds-Three Year Portfolio (the "Funds") approved a tax-free
reorganization under which all assets and liabilities of the Fund were
transferred to the TIP Turner Short Duration Government Funds-Three Year
Portfolio.

(13) Commenced operations on April 28, 1999.

(14) Average based upon amounts outstanding at each month end.

(15) There was no debt outstanding at the end of any period presented.

Amounts designated as "--" are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

<PAGE>

TIP FUNDS

INVESTMENT ADVISER

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

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated June 30, 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 contain each Fund's holdings and contain information from the
Funds' managers about strategies, and recent market conditions and trends and
their impact on Fund performance. The reports 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 at:
P.O. Box 219805
Kansas City, MO 64121-9805

BY INTERNET: HTTP://WWW.TURNER-INVEST.COM

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

56
<PAGE>

TIP FUNDS

TURNER B2B E-COMMERCE FUND
TURNER WIRELESS & COMMUNICATIONS FUND
TURNER GLOBAL TOP 40 FUND

SUPPLEMENT DATED JUNE 30, 2000
TO THE PROSPECTUS DATED JUNE 30, 2000

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT WHICH IS
CONTAINED IN THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS.

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

Effective immediately, purchases of Class I Shares of the B2B
E-Commerce, Wireless & Communications, and Global Top 40 Funds will not
be subject to the 2% redemption fee described in the prospectus. The
Fund will notify all existing shareholders if and when it decides to
implement the fee.

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

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

TUR-A-030-06

<PAGE>

TIP FUNDS

PROSPECTUS
JUNE 15, 2000

TURNER SELECT GROWTH EQUITY FUND

INVESTMENT ADVISER
TURNER INVESTMENT PARTNERS, INC.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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 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.....................................3
INVESTMENTS AND PORTFOLIO MANAGEMENT.................................6
PURCHASING, SELLING AND EXCHANGING TURNER FUNDS......................8
DIVIDENDS, DISTRIBUTIONS AND TAXES...................................12

TO OBTAIN MORE INFORMATION ABOUT TIP FUNDS, PLEASE REFER TO THE BACK COVER OF
THE PROSPECTUS.

2 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 with strong earnings growth
potential

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

PRINCIPAL 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 and will attempt to maintain sector concentrations that approximate
those of its current benchmark, the Russell Top 200 Growth Index. Portfolio
exposure is generally limited to a maximum of 2% in any single issue, subject to
exceptions for securities whose issuers are included in the Russell Top 200
Growth Index. The Fund also may invest without regard to this limit in
securities of companies that are not part of the Russell Top 200 Growth Index.

PRINCIPAL RISKS

The Turner Select Growth Equity Fund is a mutual fund. The Adviser invests Fund
assets in a way that it believes will help the Fund achieve its investment 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. 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.

3 of 15
<PAGE>

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.

PERFORMANCE INFORMATION

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

Nonetheless, the Fund will compare its future 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-book ratios. The S&P 500 Index is an unmanaged index of 500
companies operating across a broad spectrum of the U.S. economy, and its
performance is widely considered representative of the U.S. stock market as a
whole.

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.

4 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 $207
Turner Select Growth Equity Fund - Class II Shares $102 $346

5 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 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. For liquidity
purposes, a portion of the Fund's investments may be invested in cash, as
necessary. 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 $8 billion in assets under
management. For its services, Turner is entitled to receive 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 within the sectors to be the primary determinant of
performance.

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<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.

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<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 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

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<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 page 4. 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.

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<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 4.

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

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.

SIGNATURE GUARANTEES

10 of 15
<PAGE>

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 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, PROCEEDS FROM THE
REDEMPTION 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

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<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 $5,000 because of
redemptions, 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. The Fund has adopted a
plan under Rule 12b-1 that allows the Fund to pay distribution and other fees
for the sale and distribution of its shares and services provided to
shareholders. Because these fees are paid out of the Fund's assets on an
on-going basis, over time, these fees will increase the cost of our investment
and may cost you more than paying other types of sales charges.

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.

12 of 15
<PAGE>

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.

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 July 1, 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, INCLUDING
ANSWERS TO SHAREHOLDER INQUIRES:

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

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<PAGE>

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

15 of 15
<PAGE>
TIP FUNDS

TURNER MIDCAP GROWTH FUND
TURNER SMALL CAP GROWTH FUND
TURNER MICRO CAP GROWTH FUND
TURNER SELECT GROWTH EQUITY FUND
TURNER TOP 20 FUND
TURNER TECHNOLOGY FUND
TURNER GLOBAL TOP 40 FUND
TURNER B2B E-COMMERCE FUND
TURNER WIRELESS & COMMUNICATIONS FUND
TURNER SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO
TURNER SHORT DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO
TURNER CORE HIGH QUALITY FIXED INCOME FUND
TIP TARGET SELECT EQUITY FUND

JUNE 30, 2000

INVESTMENT ADVISER:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Turner Midcap Growth Fund ("Midcap Fund"), Turner Small Cap Growth Fund
("Small Cap Fund"), Turner Micro Cap Growth Fund ("Micro Cap Fund"), Turner
Select Growth Equity Fund ("Select Growth Fund"), Turner Top 20 Fund ("Top 20
Fund"), Turner Technology Fund ("Technology Fund"), Turner Global Top 40 Fund
("Global Fund"), Turner B2B E Commerce Fund ("E Commerce Fund"), Turner Wireless
& Communications Fund ("Communications Fund"), Turner Short Duration Government
Funds - One Year Fund ("One Year Portfolio"), Turner Short Duration Government
Funds-Three Year Portfolio ("Three Year Portfolio"), Turner Core High Quality
Fixed Income Fund ("Fixed Income Fund"), and the TIP Target Select Equity Fund
("Target Select 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 Turner Funds' Prospectuses dated June 30, 2000. The Prospectuses may be
obtained without charge by calling 1-800-224-6312.

TABLE OF CONTENTS
THE TRUST .................................................. S-2
INVESTMENT OBJECTIVES ...................................... S-2
INVESTMENT POLICIES ........................................ S-3
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ...... S-11
INVESTMENT LIMITATIONS ..................................... S-24
THE ADVISER ................................................ S-27
THE ADMINISTRATOR .......................................... S-30
DISTRIBUTION AND SHAREHOLDER SERVICES ...................... S-32
TRUSTEES AND OFFICERS OF THE TRUST ......................... S-33
COMPUTATION OF YIELD AND TOTAL RETURN ...................... S-35
PURCHASE AND REDEMPTION OF SHARES .......................... S-37
DETERMINATION OF NET ASSET VALUE ........................... S-38
TAXES ...................................................... S-38
PORTFOLIO TRANSACTIONS ..................................... S-41
VOTING ..................................................... S-44
DESCRIPTION OF SHARES ...................................... S-44
SHAREHOLDER LIABILITY ...................................... S-45
LIMITATION OF TRUSTEES' LIABILITY .......................... S-45
5% SHAREHOLDERS ............................................ S-45
CUSTODIAN .................................................. S-49
EXPERTS .................................................... S-49
LEGAL COUNSEL .............................................. S-49
FINANCIAL STATEMENTS ....................................... S-49
APPENDIX ................................................... A-1

<PAGE>
THE TRUST

This Statement of Additional Information relates only to the Turner Midcap
Growth Fund ("Midcap Fund"), Turner Small Cap Growth Fund ("Small Cap Fund"),
Turner Micro Cap Growth Fund ("Micro Cap Fund"), Turner Select Growth Equity
Fund ("Select Growth Fund"), Turner Top 20 Fund ("Top 20 Fund"), Turner
Technology Fund ("Technology Fund"), Turner Global Top 40 Fund ("Global Fund"),
Turner B2B E Commerce Fund ("E Commerce Fund"), Turner Wireless & Communications
Fund ("Communications Fund"), Turner Short Duration Government Funds-One Year
Portfolio ("One Year Portfolio"), Turner Short Duration Government Funds-Three
Year Portfolio ("Three Year Portfolio"), Turner Core High Quality Fixed Income
Fund, ("Fixed Income Fund"), and TIP Target Select Equity Fund ("Target Select
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 One Year
Portfolio or the Three Year Portfolio through two separate classes, Class I and
Class II, which provide for variations in distribution costs, transfer agent
fees, voting rights and dividends. All other Funds in the Trust 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.

On January 29, 1999, the Micro Cap Fund and the Three Year Portfolio acquired
all of the assets and liabilities of the Alpha Select Turner Micro Cap Growth
Fund and the Alpha Select Turner Short Duration Government Funds-Three Year
Portfolio, respectively. On June 30, 1999, the One Year Portfolio acquired all
of the assets and liabilities of the Alpha Select Turner Short Duration
Government Funds - One Year Portfolio. Historical information presented for
those Funds relates to the Alpha Select Funds. The Trust also offers shares in
the Clover Max Cap Value Fund, Clover Equity Value Fund, Clover Small Cap Value
Fund, Clover Fixed Income Fund, Penn Capital Select Financial Services Fund,
Penn Capital Strategic High Yield Bond Fund, and Penn Capital Value Plus Fund.
Capitalized terms not defined herein are defined in the Prospectus offering
shares of the Funds.

INVESTMENT OBJECTIVES

TURNER MIDCAP GROWTH FUND -- The Midcap Fund seeks capital appreciation.

TURNER SMALL CAP GROWTH FUND -- The Small Cap Fund seeks capital appreciation.

TURNER MICRO CAP GROWTH FUND -- The Micro Cap Fund seeks capital appreciation.

TURNER SELECT GROWTH EQUITY FUND -- The Select Growth Fund seeks long-term
capital appreciation.

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

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

TURNER GLOBAL TOP 40 FUND -- The International Fund seeks long-term capital
appreciation.

TURNER B2B 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 SHORT DURATION GOVERNMENT FUNDS-ONE YEAR PORTFOLIO & TURNER SHORT
DURATION GOVERNMENT FUNDS-THREE YEAR PORTFOLIO -- The investment objective of
each Fund is to provide maximum total return consistent with preservation of
capital and prudent investment management. Under normal circumstances, the One
Year Portfolio seeks to maintain an average effective duration comparable to or
less than that of one-year U.S. Treasury bills. The Three Year Portfolio seeks
to maintain an average effective duration comparable to or less than that of
three-year U.S. Treasury notes. Effective duration is an indicator of a

S-2
<PAGE>

security's price volatility or risk associated with changes in interest rates.
Because the Turner Investment Partners, Inc. (the "Adviser") seeks to manage
interest rate risk by limiting effective duration, each Fund may invest in
securities of any maturity.

TURNER CORE HIGH QUALITY FIXED INCOME FUND -- The Fixed Income Fund seeks total
return through current income and capital appreciation.

TIP TARGET SELECT EQUITY FUND -- The Target Select Fund seeks long-term growth
of capital primarily from investment in U.S. equity securities.

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

INVESTMENT POLICIES

TURNER MIDCAP GROWTH FUND--The Midcap Fund invests primarily (and, under normal
conditions, at least 65% of its total assets) in a diversified portfolio of
common stocks of issuers that, at the time of purchase, have market
capitalizations between $1 billion and $8 billion that the Adviser believes to
have strong earnings growth potential. The Midcap Fund seeks to purchase
securities that are well diversified across economic sectors and to maintain
sector concentrations that approximate the economic sector weightings comprising
the Russell Midcap Growth Index (or such other appropriate index selected by the
Adviser). Any remaining assets may be invested in securities issued by smaller
capitalization companies and larger capitalization companies, warrants and
rights to purchase common stocks, and it may invest up to 10% of its total
assets in ADRs. The Midcap Fund will only purchase securities that are traded on
registered exchanges or the over-the-counter market in the United States.
The Midcap Fund may purchase shares of other investment companies.

TURNER SMALL CAP GROWTH FUND--The Small Cap Fund invests primarily (and, under
normal conditions, at least 65% of its total assets) in a diversified portfolio
of common stocks of issuers with market capitalizations of not more than $2
billion that the Adviser believes to have strong earnings growth potential.
Under normal market conditions, the Small Cap Fund will maintain a weighted
average market capitalization of less than $2 billion. The Small Cap Fund seeks
to purchase securities that are well diversified across economic sectors and to
maintain sector concentrations that approximate the economic sector weightings
comprising the Russell 2000 Growth Index (or such other appropriate index
selected by the Adviser). The Small Cap Fund may invest in warrants and rights
to purchase common stocks, and may invest up to 10% of its total assets in ADRs.
The Small Cap Fund will only purchase securities that are traded on registered
exchanges or the over-the-counter market in the United States.

TURNER MICRO CAP GROWTH FUND -- The Micro Cap Fund invests primarily (and, under
normal conditions, at least 65% of its total assets) in a diversified portfolio
of common stocks of issuers with market capitalizations of not more than $500
million that the Adviser believes to have strong earnings growth potential.
Under normal market conditions, the Micro Cap Fund will maintain a weighted
average market capitalization of less than $350 million. The Micro Cap Fund will
not hold securities with market capitalizations over $1 billion. The Micro Cap
Fund seeks to purchase securities that are well diversified across economic
sectors. The Russell 2000 Growth Index is the Fund's current benchmark. The
Micro Cap Fund will typically invest in companies whose market capitalizations,
at the time of purchase, are $350 million or under. The Micro Cap Fund may
invest in warrants and rights to purchase common stocks, and may invest up to
10% of its total assets in micro cap stocks of foreign issuers and in ADRs.

The Micro Cap Fund invests in some of the smallest, most dynamic publicly-traded
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
companies represented in the Micro Cap 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. Thus in the opinion of the Micro Cap
Fund's Adviser, they offer substantial appreciation potential for meeting
retirement and other long-term goals.

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

S-3

<PAGE>

U.S. industries.

TURNER SELECT GROWTH EQUITY FUND -- The Select Growth Fund invests primarily
(and, under normal conditions, at least 65% 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.

TURNER TOP 20 FUND -- The Top 20 Fund invests primarily (and, under normal
conditions, at least 80% of its total assets) in a portfolio of common stocks of
issuers with a variety of sectors and market capitalizations that the Adviser
believes to have strong earnings growth potential. Any remaining assets may be
invested in warrants and rights to purchase common stocks, convertible and
preferred stocks, and ADRs. The Top 20 Fund will generally purchase securities
that are traded on registered exchanges or the over-the-counter market in the
United States. The Top 20 Fund may also purchase shares of other investment
companies and foreign securities.

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

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

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

S-4
<PAGE>
TURNER GLOBAL TOP 40 FUND -- The Global Fund invests primarily (at least 65% of
its assets) in common stocks of companies located in the 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 those
issuers. 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 B2B 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 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 telecommunications
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 telecommunications sector, and will range
from small companies developing new telecommunications technologies to large,
established firms with a history of developing and marketing such
telecommunications technologies. These companies may include networking
companies, land-based, satellite and wireless carriers, telecommunications
equipment manufacturers, and other companies that provide
telecommunications-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.

The Communications Fund invests in dynamic, publicly-traded telecommunications
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 telecommunications 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
telecommunications companies that the Communications Fund will invest in will be

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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
telecommunications 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 telecommunications companies.

TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO & TURNER SHORT
DURATION GOVERNMENT FUNDS - THREE YEAR PORTFOLIO (TOGETHER, THE "SHORT DURATION
FUNDS") -- Under normal market conditions, each Short Duration Fund invests at
least 65% of the value of its total assets in obligations either issued or
guaranteed by the U.S. Government, its agencies or instrumentalities ("U.S.
Government securities"). Certain of the obligations, including U.S. Treasury
bills, notes and bonds and mortgage-related securities of the Government
National Mortgage Association ("GNMA"), are issued or guaranteed by the U.S.
Government. Other securities issued by U.S. Government agencies or
instrumentalities are supported only by the credit of the agency or
instrumentality, such as those issued by the Federal Home Loan Bank, while
others, such as those issued by Fannie Mae and the Student Loan Marketing
Association, have an additional line of credit with the U.S. Treasury.

The balance of each Short Duration Fund's assets may be invested in cash and
high grade debt securities, shares of other investment companies, including
privately issued mortgage-related securities and general obligation bonds and
notes of various states and their political subdivisions, rated within the three
highest grades assigned by Standard and Poor's Corporation ("S&P") (AAA, AA or
A), Moody's Investor Services ("Moody's") (Aaa, Aa or A), or Fitch Investor
Services, Inc. ("Fitch") (AAA, AA or A), or, if unrated by S&P, Moody's and/or
Fitch, judged by the Adviser to be of comparable quality. A further description
of S&P's, Moody's and Fitch's ratings is included in the Appendix to the
Statement of Additional Information.

The relative proportions of the Short Duration Funds' net assets invested in the
different types of permissible investments will vary from time to time depending
upon the Adviser's assessment of the relative market value of the sectors in
which the Short Duration Funds invest. In addition, the Short Duration Funds may
purchase securities that are trading at a discount from par when the Adviser
believes there is a potential for capital appreciation.

The Short Duration Funds may enter into forward commitments or purchase
securities on a when issued basis, and may invest in variable or floating rate
obligations.

TURNER CORE HIGH QUALITY FIXED INCOME FUND--The Fixed Income Fund invests as
fully as practicable (and, under normal conditions, at least 65% of its total
assets) in a portfolio of fixed income securities of varying levels of quality
and maturity, that, in the Adviser's opinion, are undervalued in the market. To
determine a security's fair market value, the Adviser will focus on the yield
and credit quality of particular securities based upon third-party evaluations
of quality as well as the Adviser's own research and analysis of the issuer. The
Adviser will attempt to diversify the Fixed Income Fund's holdings across the
yield curve by holding short, intermediate and long-term securities. Normally,
the Fixed Income Fund will maintain a dollar-weighted average portfolio duration
that approximates the average duration range of the Fixed Income Fund's
benchmark index, the Lehman Brothers Aggregate Bond Index (currently 4.5 years).
Duration is a measure of the expected life of a fixed income security on a cash
flow basis.

For example, assuming a portfolio duration of eight years, an increase in
interest rates of 1%, a parallel shift in the yield curve, and no change in the
spread relationships among securities, the value of the portfolio would decline
8%. Using the same assumptions, if interest rates decrease 1%, the value of the
portfolio would increase 8%. The Adviser considers duration an accurate measure
of a security's expected life and sensitivity to interest rate changes. The
Adviser may increase or decrease this average weighted duration when, in the
Adviser's opinion, market conditions warrant.

The Fixed Income Fund will purchase the following types of securities if, at the
time of purchase, such securities either have been classified as investment
grade by a nationally recognized statistical rating organization ("NRSRO") or
are determined by the Adviser to be of comparable quality: (i) obligations
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities ("U.S. Government securities"); (ii) corporate

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bonds and debentures of U.S. and foreign issuers rated in one of the four
highest rating categories; (iii) privately issued mortgage-backed securities
rated in the highest rating category; (iv) asset-backed securities rated in the
two highest rating categories; (v) receipts evidencing separately traded
interest and principal component parts of U.S. Government obligations
("Receipts"); (vi) commercial paper rated in one of the two highest rating
categories; (vii) obligations of U.S. commercial banks and savings and loan
institutions that have net assets of at least $500 million as of the end of
their most recent fiscal year ("bank obligations"); (viii) obligations issued or
guaranteed by the government of Canada; (ix) obligations of supranational
entities rated in one of the four highest rating categories; (x) loan
participations; (xi) repurchase agreements involving any of the foregoing
securities; and (xii) shares of other investment companies. 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 to below investment grade, the Adviser will review the
situation and take appropriate action. Securities rated below investment grade
will not constitute more than 5% of the Fixed Income Fund's total assets.

TIP TARGET SELECT EQUITY FUND -- The Adviser and Sub-Advisers of the Target
Select Fund will each invest in a maximum of 20 equity securities and as few as
10 that they believe have the greatest return potential. Such a focused
security-selection process permits each manager to act on only the investment
ideas that they think are their strongest ones. The intent is to avoid diluting
performance by owning too many securities, so that the positive contributions of
winning investments will prove substantial.

The Target Select Fund is designed to provide an investment that combines the
investment expertise and best investment ideas of four outstanding
money-management firms. The Adviser and Sub-Advisers will manage a portion of
the Target Select Fund's portfolio on a day-to-day basis. Assets for investment
will be allocated to each manager by the Fund's Board of Trustees, based on the
recommendation of the Adviser. The expectation is that the allocations will
result in a portfolio invested in a variety of equity securities with differing
capitalizations and valuations, chosen by differing investment strategies.

The Target Select Fund intends to invest primarily (and, under normal
circumstances, at least 65% of its total assets) in equity securities of
companies that are headquartered in the United States or do business both in the
United States and abroad. Those securities, however, will be traded principally
in the United States equity market. Selection of equity securities will not be
restricted by market capitalization, and the Target Select Fund's Adviser and
Sub-Advisers will employ their own proprietary investment processes in managing
assets.

Any remaining assets of the Target Select Fund may be invested in securities of
foreign issuers, shares of other investment companies, ADRs and real estate
investment trusts ("REITs"). The Target Select Fund may also invest up to 15% of
its net assets in illiquid securities, invest up to 25% of its total assets in
convertible securities, including convertible securities rated below investment
grade, purchase unregistered securities that are eligible for re-sale pursuant
to Rule 144A under the Securities Act, and purchase fixed income securities,
including securities rated below investment grade. In addition, the Target
Select Fund may effect short sales, purchase securities on a when-issued basis,
and may enter into futures and options transactions. Debt securities rated below
investment grade, I.E., rated lower than BBB by S&P and/or Baa by Moody's or
unrated securities of comparable quality, are also known as "junk bonds." The
maximum percentage of the Target Select Fund's assets that may be invested in
securities rated below investment grade is 25%.

Under normal circumstances, the Adviser and each of the Sub-Advisers may invest
a portion of the assets under its management in the money market instruments
described below in order to maintain liquidity, or if securities meeting the
Target Select Fund's investment objective and policies are not otherwise
reasonably available for purchase, provided that such Instruments do not exceed
25% of the Target Select Fund's total assets. For temporary defensive purposes
during periods when the Adviser determines that market conditions warrant, the
Adviser and each Sub-Adviser may invest up to 100% of the assets under their
management in money market instruments and in cash.

Currently the Target Select Fund is subject to an agreement and plan of
reorganization whereas the assets of the Target Select Fund will be reorganized
into a series of the Alpha Select Funds. It is anticipated that this
reorganization will take place sometime in the year 2000.

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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% (10% for the Short Duration Funds) of its net
assets in illiquid securities.

Each Fund, except the Large Cap, Midcap and Short Duration Funds, 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.

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

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. The Funds may be required to segregate liquid assets in an amount
sufficient to meet their obligations in connection with such borrowings. In an
interest rate arbitrage transaction, a Fund borrows money at one interest rate
and lends the proceeds at another, higher interest rate. These transactions
involve a number of risks, including the risk that the borrower will fail or
otherwise become insolvent or that there will be a significant change in
prevailing interest rates.

CONVERTIBLE SECURITIES

Convertible securities are corporate securities that are exchangeable for a set

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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. Investments in equity securities in general are
subject to market risks that may cause their prices to fluctuate over time. The
value of securities convertible into equity securities, such as warrants or
convertible debt, is also affected by prevailing interest rates, the credit
quality of the issuer and any call provision. Fluctuations in the value of
equity securities in which an equity Fund invests will cause the net asset value
of the Fund to fluctuate. An investment in an equity Fund may be more suitable
for long-term investors who can bear the risk of short-term principal
fluctuations.

FIXED INCOME SECURITIES

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

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

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

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges. Stock and bond index
futures contracts obligate the seller to deliver (and the purchaser to take) an

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amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock or bond index at the close of the last trading day
of the contract and the price at which the agreement is made.

Stock and bond index futures contracts are bilateral agreements pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock or bond index
value at the close of trading of the contract and the price at which the futures
contract is originally struck. No physical delivery of the stocks or bonds
comprising the Index is made; generally contracts are closed out prior to the
expiration date of the contracts.

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

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

A Fund may enter into futures contracts and options on futures contracts traded
on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"),
as long as, to the extent that 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 and that such contracts do not exceed 15% of the Fund's
net assets. A Fund may buy and sell futures contracts and related options to
manage its exposure to changing interest rates and securities prices. Some
strategies reduce a Fund's exposure to price fluctuations, while others tend to
increase its market exposure. Futures and options on futures can be volatile
instruments and involve certain risks that could negatively impact a Fund's
return.

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

ILLIQUID SECURITIES

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

INVESTMENT COMPANY SHARES

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

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LEVERAGING

Leveraging a Fund creates an opportunity for increased net income, but, at the
same time, creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of a Fund's shares and in the yield on
the Fund's portfolio. Although the principal of such borrowings will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
Leveraging creates interest expenses for a Fund which could exceed the income
from the assets retained. To the extent the income derived from securities
purchased with borrowed funds exceeds the interest that a Fund will have to pay,
the Fund's net income will be greater than if leveraging were not used.
Conversely, if the income from the assets retained with borrowed funds is not
sufficient to cover the cost of leveraging, the net income of the Fund will be
less than if leveraging were not used, and therefore the amount available for
distribution to stockholders as dividends will be reduced. Because the
Securities and Exchange Commission (the "SEC") staff believes both reverse
repurchase agreements and dollar roll transactions are collateralized
borrowings, the SEC staff believes that they create leverage, which is a
speculative factor. The requirement that such transactions be fully
collateralized by assets segregated by the Fund's Custodian does impose a
practical limit on the leverage created by such transactions. The Adviser will
not use leverage if as a result the effective duration of the portfolios of the
Three Year Portfolio would not be comparable or less than that of a three-year
U.S. Treasury note, respectively.

LOWER-RATED SECURITIES

Lower-rated securities are lower-rated bonds commonly referred to as "junk
bonds" or high-yield securities. These securities are rated lower than Baa by
Moody's and/or lower than BBB by S&P. The Funds may invest in securities rated
in the lowest ratings categories established by Moody's or by S&P. These ratings
indicate that the obligations are speculative and may be in default. In
addition, the Funds may invest in unrated securities of comparable quality
subject to the restrictions stated in the Funds' Prospectus.

CERTAIN RISK FACTORS RELATING TO HIGH-YIELD, HIGH-RISK SECURITIES

The descriptions below are intended to supplement the discussion in the
Prospectus.

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 Funds' 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 somewhat sensitive to adverse economic changes and
corporate developments. During an economic down turn or substantial period of
rising interest rates, highly leveraged issuers may experience financial stress
that would adversely 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 Funds 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 bonds and the Funds' net
asset values.

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 Funds
would have to replace the securities with a lower yielding security, resulting

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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
Funds' assets. If the Funds experience significant unexpected net redemptions,
this may force them 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 Funds' rates of return.

LIQUIDITY AND VALUATION

There may be little trading in the secondary market for particular bonds, which
may affect adversely the Funds' ability to value accurately or dispose of such
bonds. Adverse publicity and investor perception, whether or not based on
fundamental analysis, may decrease the values and liquidity of high-yield,
high-risk bonds, especially in a thin market.

TAXES

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

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are instruments that entitle the holder to a share of
all interest and principal payments from mortgages underlying the security. The
mortgages backing these securities include conventional fifteen- and thirty-year
fixed rate mortgages, graduated payment mortgages, adjustable rate mortgages,
and balloon mortgages. During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
Prepayment of mortgages which underlie securities purchased at a premium often
results in capital losses, while prepayment of mortgages purchased at a discount
often results in capital gains. Because of these unpredictable prepayment
characteristics, it is often not possible to predict accurately the average life
or realized yield of a particular issue.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are the GNMA, Fannie Mae and the Federal Home Loan Mortgage
Corporation ("FHLMC"). Fannie Mae and FHLMC as GNMA certificates are, but Fannie
Mae and FHLMC securities are supported by the instrumentalities' right to borrow
from the U.S. Treasury. GNMA, Fannie Mae and FHLMC each guarantee timely
distributions of interest to certificate holders. GNMA and Fannie Mae also each
guarantee timely distributions of scheduled principal.

PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust. While they are generally structured
with one or more types of credit enhancement, private pass-through securities
typically lack a guarantee by an entity having the credit status of a
governmental agency or instrumentality.

CMOS: CMOs are debt obligations of multiclass pass-through certificates issued
by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. In a CMO, series of bonds or
certificates are usually issued in multiple classes. Principal and interest paid
on the underlying mortgage assets may be allocated among the several classes of

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<PAGE>

a series of a CMO in a variety of ways. Each class of a CMO is issued with a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date.

REMICS: A REMIC is a CMO that qualifies for special tax treatment under the Code
and invests in certain mortgages principally secured by interests in real
property. Guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae of FHLMC represent beneficial ownership interests in a
REMIC trust consisting principally or mortgage loans or Fannie Mae, FHLMC or
GNMA-guaranteed mortgage pass-through certificates.

STRIPPED MORTGAGE-BACKED SECURITIES("SMBS"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments, while the other class may receive all of the principal
payments. SMBs are extremely sensitive to changes in interest rates because of
the impact thereon of prepayment of principal on the underlying mortgage
securities. The market for SMBs is not as fully developed as other markets; SMBs
therefore may be illiquid.

NON-DIVERSIFICATION

The Target Select, Top 20 and Focused Funds are non-diversified companies, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
which means that a relatively high percentage of assets of each Fund may be
invested in the obligations of a limited number of issuers. Although the Adviser
or the Sub-Advisers generally do not intend to invest more than 5% of a Fund's
assets in any single issuer (with the exception of securities which are issued
or guaranteed by a national government), the value of the shares of each Fund
may be more susceptible to a single economic, political or regulatory occurrence
than the shares of a diversified investment company would be. The Funds intend
to satisfy the diversification requirements necessary to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"), which requires that each Fund be diversified (I.E., not invest more
than 5% of its assets in the securities in any one issuer) as to 50% of its
assets.

OBLIGATIONS OF SUPRANATIONAL ENTITIES

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

OPTIONS

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

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

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

S-13
<PAGE>

option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will realize 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 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.

Each Short Duration Fund will not engage in transactions involving interest rate
futures contracts for speculation but only as a hedge against changes in the
market values of debt securities held or intended to be purchased by the Fund
and where the transactions are appropriate to reduce the Fund's interest rate
risks. There can be no assurance that hedging transactions will be successful. A
Fund also could be exposed to risks if it could not close out its futures or
options positions because of any illiquid secondary market.

Futures and options have effective durations which, in general, are closely
related to the effective duration of the securities which underlie them. Holding
purchased futures or call option positions (backed by segregated cash or other
liquid securities) will lengthen the duration of a Short Duration Fund's
portfolio.

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

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<PAGE>

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

REPURCHASE AGREEMENTS

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

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

S-15
<PAGE>

return the underlying security to the seller's estate.

REVERSE DOLLAR ROLL TRANSACTIONS

Each Short Duration Fund may enter into reverse dollar roll transactions, which
involve a purchase by a Fund of an eligible security from a financial
institution concurrently with an agreement by the Fund to resell a similar
security to the institution at a later date at an agreed-upon price. Reverse
dollar roll transactions are fully collateralized in a manner similar to loans
of the Fund's portfolio securities.

REVERSE REPURCHASE AGREEMENT AND DOLLAR ROLL TRANSACTIONS

A reverse repurchase agreement involves a sale by a Fund of securities that it
holds to a bank, broker-dealer or other financial institution concurrently with
an agreement by the Fund to repurchase the same securities at an agreed-upon
price and date. A dollar roll transaction involves a sale by a Fund of an
eligible security to a financial institution concurrently with an agreement by
the Fund to repurchase a similar eligible security from the institution at a
later date at an agreed-upon price. Each Fund will fully collateralize its
reverse repurchase agreements and dollar roll transactions in an amount at least
equal to the Fund's obligations under the reverse repurchase agreement or dollar
roll transaction by cash or other liquid securities that the Fund's custodian
segregates from other Fund assets.

RIGHTS

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

RULE 144A SECURITIES

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

SECURITIES LENDING

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

SECURITIES OF FOREIGN ISSUERS

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

S-16

<PAGE>

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.

SHORT SALES

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

U.S. GOVERNMENT AGENCY OBLIGATIONS

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

U.S. GOVERNMENT SECURITIES

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

U.S. TREASURY OBLIGATIONS

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

VARIABLE AND FLOATING RATE INSTRUMENTS

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

WARRANTS

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

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

YEAR 2000

The Trust and its service providers do not appear to have been adversely
affected by computer problems related to the transition to the year 2000.
However, there remains a risk that such problems could arise or be discovered in
the future. Year 2000 related problems also may negatively affect issuers whose

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<PAGE>

securities the Trust purchases, which could have an impact on the value of your
investment.

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 and does not
apply to the SELECT GROWTH, Top 20 and Target Select Funds.

2. Purchase any securities which would cause 25% or more of the total
assets of the Fund to be invested in the securities of one or more
issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments
in obligations issued or guaranteed by the U.S. Government or its
agencies and instrumentalities and repurchase agreements involving such
securities. This limitation does not apply to the Technology Fund or
the E-Commerce Fund. It also does not apply to the Communications Fund,
to the extent that the Communications 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 in
greater proportion than funds that are more diversified by industry.

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.

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<PAGE>

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

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

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

NON-FUNDAMENTAL POLICIES

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

No Fund may:

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

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

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

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

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

6. Enter into futures contracts and options on futures contracts except as
permitted by guidelines in the Funds' Statement of Additional
Information.

The Wireless Communications Fund and the Technology Fund have investment
policies that allow each Fund to concentrate investments in a particular
industry. To the extent that the Fund's investments are concentrated in issuers
conducting business in the same industry, each Fund is subject to legislative or
regulatory changes, adverse market conditions and/or increased competition
affecting that industry in greater proportion than funds that are more
diversified by industry.

In addition, each Fund will invest no more than 5% of its net assets in short
sales, unregistered securities, futures contracts, options and investment
company 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.

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 $8 billion of assets. The Adviser has provided
investment advisory services to investment companies since 1992.

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

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<PAGE>

appropriate allocation of assets to each of the Target Select Fund's
Sub-Advisers, and directly manages assets of the Fund not allocated to the
Sub-Advisers.

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.

For the fiscal years ended September 30, 1997, 1998, and 1999 the Funds paid
(had reimbursed) the following advisory fees:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Advisory Fees Paid Advisory Fees Waived
-----------------------------------------------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Midcap Fund $0 $ 92,465 $521,612 $13,244 $ 42,799 $2,444
-----------------------------------------------------------------------------------------------------------------
Small Cap Fund $762,604 $1,458,689 $1,940,749 $73,594 $ 226,626 $66,830
-----------------------------------------------------------------------------------------------------------------
Micro Cap Fund * ($97,006) ($63,745) * $ 16,354 $67,820
-----------------------------------------------------------------------------------------------------------------
Select Growth Fund * * * * * *
-----------------------------------------------------------------------------------------------------------------
Top 20 Fund * * $7,100 * * $18,763
-----------------------------------------------------------------------------------------------------------------
Technology Fund * * ($6,578) * * $12,267
-----------------------------------------------------------------------------------------------------------------
Global Fund * * * * * *
-----------------------------------------------------------------------------------------------------------------
E Commerce Fund * * * * * *
-----------------------------------------------------------------------------------------------------------------
Communications Fund * * * * * *
-----------------------------------------------------------------------------------------------------------------
One Year Portfolio Fiscal Year Fiscal Period ($116,124) Fiscal Year Fiscal Period $4,624
Ended 2/28/98 Ended 9/30/98 Ended 2/28/98 Ended 9/30/98
($ 94,700) ($67,178) $ 2,792 $ 1,596
-----------------------------------------------------------------------------------------------------------------
Three Year Portfolio Fiscal Year Fiscal Period ($165,234) Fiscal Year Fiscal Period $50,673
Ended 2/28/98 Ended 9/30/98 Ended 2/28/98 Ended 9/30/98
($117,540) ($80,828) $ 41,761 $ 20,056
-----------------------------------------------------------------------------------------------------------------
Fixed Income Fund * * ($15,843) * * $12,322
-----------------------------------------------------------------------------------------------------------------
Target Select Fund * ($47,875) ($104,563) * $6,656 $13,999
-----------------------------------------------------------------------------------------------------------------
</TABLE>
* Not in operation during the period.

<PAGE>

As described in the prospectus, the Select Growth, Top 20, Technology, 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:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Fund Benchmark Required Base Advisory Highest Lowest
Excess Fee Possible Possible
Performance Advisory Fee Advisory Fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Select Growth
Fund S&P 500 Index +/- 2.5% 1.00% 1.30% .70%
-----------------------------------------------------------------------------------------------------
Top 20 Fund S&P 500 Index +/- 2.5% 1.10% 1.50% .70%
-----------------------------------------------------------------------------------------------------
Technology Fund PSE Technology Index +/- 2.0% 1.10% 1.50% .70%
-----------------------------------------------------------------------------------------------------
Global
Fund MSCI EAFE Index +/- 2.0% 1.00% 1.30% .70%
-----------------------------------------------------------------------------------------------------
E Commerce Fund
-----------------------------------------------------------------------------------------------------
Communications Fund
-----------------------------------------------------------------------------------------------------
</TABLE>

The performance adjustment works as follows: If the Top 20 Fund outperforms the
S&P 500 Index by more than 2.5%, Turner's advisory fees will increase from 1.10%
to 1.50%. If, however, the Fund underperforms its benchmark by 2.5%, Turner's
advisory fees would go down to 0.70%. These performance-based fees will only be
charged once a Fund has been in operation for at least one year, and will comply
with all applicable SEC rules.

THE SUB-ADVISERS

The Target Select Fund currently has two Sub-Advisers -- Clover Capital
Management, Inc. and Penn Capital Management Company, Inc. (each a "Sub-Adviser"
and collectively, the "Sub-Advisers"). Each Sub-Adviser will manage a portion of
the Fund's assets, which allocation is determined by the Trustees upon the
recommendation of the Adviser. Each Sub-Adviser makes the investment decisions
for the assets of the Fund allocated to it, and continuously reviews, supervises
and administers a separate investment program, subject to the supervision of,
and policies established by, the Trustees of the Trust. For its services, each
of the Sub-Advisers is entitled to receive a fee from Turner Investment
Partners, which is calculated daily and paid monthly, at an annual rate of 0.80%
of the average daily net assets of the Fund allocated to it. Currently, the
Adviser and each Sub-Adviser has been allocated assets in the range of 15-30% of
the Fund's total assets.

CLOVER CAPITAL MANAGEMENT, INC. ("Clover Capital"), 11 Tobey Village Office
Park, Pittsford, New York 14354, is a professional investment management firm
founded in 1984 by Michael Edward Jones, CFA, and Geoffrey Harold Rosenberger,
CFA, who are Managing Directors of Clover Capital and who control all of Clover
Capital's outstanding voting stock. Michael Jones, Managing Director of Clover
Capital, is the portfolio manager of the portion of the Fund's assets managed by
Clover Capital. As of December 31, 1999, Clover Capital had discretionary
management authority with respect to approximately $1.4 billion of assets. In
addition to sub-advising the Fund and the Clover Funds, separate investment
portfolios of the Trust, Clover provides advisory services to pension plans,
religious and educational endowments, corporations, 401(k) plans, profit sharing
plans, individual investors and trusts and estates. For the fiscal year ended
September 30, 1999, Clover received investment sub-advisory fees of 0.00%.

PENN CAPITAL MANAGEMENT COMPANY, INC. ("Penn Capital"), 52 Haddonfield-Berlin
Road, Suite 1000, Cherry Hill, New Jersey 08034, is a professional investment
management firm founded in 1987 and registered as an investment adviser under
the Investment Advisers Act. Richard A. Hocker is a founding partner and Chief
Investment Officer of Penn Capital and portfolio manager of the portion of the
assets of the Fund managed by Penn Capital, an investment management firm that
manages the investment portfolios of institutions and high net worth
individuals. As of December 31, 1999, Penn Capital had assets under management
of approximately $450 million. Penn Capital employs a staff of 17 and manages
monies in a variety of investment styles through either separate account
management or one of its private investment funds. In addition, Penn Capital
serves as investment adviser to the Penn Capital Funds, three separate
portfolios of the Trust. For the fiscal year ended September 30, 1999, Penn
Capital received investment subadvisory fees of 0.00%.

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. 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 Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Fund,
Inc., Oak Associates Funds, The Parkstone Advantage Fund, The PBHG Funds, Inc.,
PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust,
SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable
Trust, and UAM Funds, Inc. II.

For the fiscal years ended September 30, 1997, 1998, and 1999 the Funds paid the
following administrative fees (net of waivers):

--------------------------------------------------------------------------------
Administrative Fees Paid
--------------------------------------------------------------------------------
1997 1998 1999
--------------------------------------------------------------------------------
Midcap Fund $9,404 $46,823 $70,403
--------------------------------------------------------------------------------
Small Cap Fund $98,104 $181,597 $175,795
--------------------------------------------------------------------------------
Micro Cap Fund * $42,470 $68,309
--------------------------------------------------------------------------------
Select Growth Fund * * *
--------------------------------------------------------------------------------
Top 20 Fund * * $6,411
--------------------------------------------------------------------------------
Technology Fund * * $6,411
--------------------------------------------------------------------------------
Global Fund * * *
--------------------------------------------------------------------------------
E Commerce Fund * * *
--------------------------------------------------------------------------------
Communications Fund * * *
--------------------------------------------------------------------------------
One Year Portfolio Fiscal Year Fiscal Period $16,902
Ended 2/28/98 Ended 9/30/98
$802 $510
--------------------------------------------------------------------------------
Three Year Portfolio Fiscal Year Fiscal Period $46,462
Ended 2/28/98 Ended 9/30/98
$11,964 $6,418
--------------------------------------------------------------------------------
Fixed Income Fund * * $6,411
--------------------------------------------------------------------------------
Target Select Fund * $0 $85,433
--------------------------------------------------------------------------------

* Not in operation during the period.

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 Short Duration Funds have 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.

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the Investment Company Act of 1940. In addition, the Investment
Adviser, Sub-Adviser and Distributor have adopted Codes of Ethics pursuant to
Rule 17j-1. These Codes of Ethics apply to the personal investing activities of
trustees, officers and certain employees ("access persons"). Rule 17j-1 and the
Codes are designed to prevent unlawful practices in connection with the purchase
or sale of securities by access persons. Under each Code of Ethics, access
persons are permitted to engage in personal securities transactions, but are
required to report their personal securities transactions for monitoring
purposes. In addition, certain access persons are required to obtain approval
before investing in initial public offerings or private placements. Copies of
these Codes of Ethics are on file with the Securities and Exchange Commission,
and are available to the public.

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 Charter Funds, CUFUND, The Expedition Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Strategy Funds,
Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates
Funds, The Parkstone Advantage Fund, The Parkstone Group of Funds, The PBHG
Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds
and STI Classic Variable Trust, each of which is an open-end management
investment company managed by SEI Investments 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
(technology company), 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.

EDWARD T. SEARLE (DOB 04/03/54) - Vice President and Assistant Secretary -
Employed by SEI Investments since August 1999. Vice President and Assistant
Secretary of the Administrator and Distributor since December 1999. Associate at
Drinker Biddle & Reath LLP, 1998-1999. Associate at Ballard, Andrews &
Ingersoll, LLP, 1995-1998.

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

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

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 (accounting company), 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.

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
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>
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.

Based on the foregoing, the 30-day yield for the Funds for the 30-day period
ended September 30, 1999 were as follows:

--------------------------------------------------------------------------------
Fund Class 30-Day Yield
--------------------------------------------------------------------------------
Midcap Fund Class I 0.00%
--------------------------------------------------------------------------------
Small Cap Fund Class I 0.00%
--------------------------------------------------------------------------------
Micro Cap Fund Class I 0.00%
--------------------------------------------------------------------------------
Select Growth Fund Class I *
--------------------------------------------------------------------------------
Top 20 Fund Class I 0.00%
--------------------------------------------------------------------------------
Technology Fund Class I 0.00%
--------------------------------------------------------------------------------
Global Fund Class I *
--------------------------------------------------------------------------------
E Commerce Fund Class I *
--------------------------------------------------------------------------------
Communications Fund Class I *
--------------------------------------------------------------------------------
One Year Portfolio Class I 5.30%
--------------------------------------------------------------------------------
One Year Portfolio Class II 5.04%
--------------------------------------------------------------------------------
Three Year Portfolio Class I 5.85%
--------------------------------------------------------------------------------
Three Year Portfolio Class II 5.62%
--------------------------------------------------------------------------------
Fixed Income Fund Class I 5.96%
--------------------------------------------------------------------------------
Target Select Fund Class I 0.00%
--------------------------------------------------------------------------------
*Not in operation during the period.

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

Based on the foregoing, the average annual total return for the Funds from
inception through September 30, 1999, and for the one and five year periods
ended September 30, 1999, were as follows:

--------------------------------------------------------------------------------
Average Annual Total Return
--------------------------------------------------------------------------------
Class One Year Five Year Since Inception
--------------------------------------------------------------------------------
Midcap Fund Class I 84.07% * 38.93%
--------------------------------------------------------------------------------
Small Cap Fund Class I 59.14% 29.26% 26.63%
--------------------------------------------------------------------------------
Micro Cap Fund Class I 113.46% * 59.94%
--------------------------------------------------------------------------------
Select Growth Fund Class I * * *
--------------------------------------------------------------------------------
Top 20 Fund Class I * * 39.90%**
--------------------------------------------------------------------------------
Technology Fund Class I * * 40.60%**
--------------------------------------------------------------------------------
Global Fund Class I * * *
--------------------------------------------------------------------------------
E Commerce Fund Class I * * *
--------------------------------------------------------------------------------
Communications Fund Class I * * *
--------------------------------------------------------------------------------
One Year Portfolio Class I 5.34% 6.33% 6.08%
--------------------------------------------------------------------------------
One Year Portfolio Class II 5.00% * 5.22%
--------------------------------------------------------------------------------
Three Year Portfolio Class I 2.89% 6.56% 6.02%
--------------------------------------------------------------------------------
Three Year Portfolio Class II * * 5.64%**
--------------------------------------------------------------------------------
Fixed Income Fund Class I * * 0.48%**
--------------------------------------------------------------------------------
Target Select Fund Class I 80.04% * 42.77%
--------------------------------------------------------------------------------
*Not in operation during the period.
**These returns have not been annualized.

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.

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 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 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 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.

For the fiscal years ended September 30, 1997, 1998, and 1999 the Funds'
portfolio turnover rates were as follows:

Portfolio Turnover Rate
--------------------------------------------------------------------------------
Portfolio Turnover Rate
--------------------------------------------------------------------------------
1997 1998 1999
--------------------------------------------------------------------------------
Midcap Fund 348.29% 304.29% 290.79%
--------------------------------------------------------------------------------
Small Cap Fund 130.68% 167.73% 223.61%
--------------------------------------------------------------------------------
Micro Cap Fund * 128.53% 239.32%
--------------------------------------------------------------------------------
Select Growth Fund * * *
--------------------------------------------------------------------------------
Top 20 Fund * * 369.11%
--------------------------------------------------------------------------------
Technology Fund * * 317.32%
--------------------------------------------------------------------------------
Global Fund * * *
--------------------------------------------------------------------------------
E Commerce Fund * * *
--------------------------------------------------------------------------------
Communications Fund * * *
--------------------------------------------------------------------------------
One Year Portfolio - For the Fiscal For the Fiscal Period 154.33%
Class I Shares Year Ended 2/28/98 Ended 9/30/98
68.80% 96.56%
--------------------------------------------------------------------------------
One Year Portfolio - * * 154.33%
Class II Shares
--------------------------------------------------------------------------------
Three Year Portfolio - For the Fiscal Year For the Fiscal Period 257.98%
Class I Shares Ended 2/28/98 Ended 9/30/98
197.03% 121.63%
--------------------------------------------------------------------------------
Three Year Portfolio - * * 257.98%
Class II Shares
--------------------------------------------------------------------------------
Fixed Income Fund * * 39.70%
--------------------------------------------------------------------------------
Target Select Fund * 803.02% 1,279.40%
--------------------------------------------------------------------------------
* Not in operation during the period.
Amounts designated as "--" are either $0 or have been rounded to $0.

The brokerage commissions paid for each Fund for the fiscal years ended
September 30, 1997, 1998, and 1999 were as follows:

--------------------------------------------------------------------------------
Total Dollar Amount of Brokerage Commissions Paid
--------------------------------------------------------------------------------
1997 1998 1999
--------------------------------------------------------------------------------
Midcap Fund $17,029 $123,834 $352,280
--------------------------------------------------------------------------------
Small Cap Fund $235,029 $465,825 $546,802
--------------------------------------------------------------------------------
Micro Cap Fund * $6,974 $36,683
--------------------------------------------------------------------------------
Select Growth Fund * * *
--------------------------------------------------------------------------------
Top 20 Fund * * $57,574
--------------------------------------------------------------------------------
Technology Fund * * $13,527
--------------------------------------------------------------------------------
Global Fund * * *
--------------------------------------------------------------------------------
E Commerce Fund * * *
--------------------------------------------------------------------------------
Communications Fund * * *
--------------------------------------------------------------------------------
One Year Portfolio N/A N/A $69
--------------------------------------------------------------------------------
Three Year Portfolio N/A N/A $141
--------------------------------------------------------------------------------
Fixed Income Fund * * $64
--------------------------------------------------------------------------------
Target Select Fund * $13,856 $28,450
--------------------------------------------------------------------------------
*Not in operation during the period.

The total amount of securities of each Broker/Dealer held by each Fund for the
fiscal year ended September 30, 1999 were as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Total Amount of
Name of Securities Held by Each
Fund Broker/Dealer Fund Type of
Security
-----------------------------------------------------------------------------------------------------
<S> <C>
Midcap Fund J.P. Morgan $ 4,451,363.63 Repurchase Agreement
Lehman Brothers $1,509,127.50 Common Stock
-----------------------------------------------------------------------------------------------------
Small Cap Fund J. P. Morgan $ 12,767,113.96 Repurchase Agreement
Hambrecht and Quist $3,220,576.88 Common Stock
Legg Mason Inc. $1,263,163.13 Common Stock
Raymond James Fin. Corp. $1,026,980.63 Common Stock
-----------------------------------------------------------------------------------------------------
Micro Cap Fund Morgan Stanley $ 413,708.25 Repurchase Agreement
-----------------------------------------------------------------------------------------------------
</TABLE>

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.

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

5% SHAREHOLDERS

As of January 3, 2000, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or
more of the shares of the Portfolios. The Trust believes that most of the shares
referred to below were held by the persons indicated in accounts for their
fiduciary, agency, or custodial customers.

<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF OF FUND'S
FUND OF BENEFICIAL OWNER SHARES SHARES
---------------------------------------------------------------------------------------
<S> <C> <C>
Turner Midcap Growth Fund Charles Schwab & Co. Inc. 3,837,971.6920 41.82%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl. 3
Denver, CO 80209

Copeland Associates 696,786.5820 7.59%
Smith Barney Corporate Trust Co.
2 Tower Center Blvd., Box 1063
East Brunswick, NJ 08816-3155

Turner Small Cap
Growth Fund Charles Schwab & Co. Inc. 5,208,084.2850 56.95%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl. 3
Denver, CO 80209

Turner Micro Cap
Growth Institutional
Class Charles Schwab & Co. Inc. 562,123.9250 29.24%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO 80209

Donaldson Lufkin Jenrette 123,944.9990 6.45%
SECS Corp.
Pershing Division
P. O. Box 2052
Jersey City, NJ 07399

National Investors Services Corp. 410,344.6040 21.35%
FBBO Our Customers
55 Water Street, Floor 12
New York, NY 10041-3299

Turner Top 20 Fund Charles Schwab & Co Inc. 1,305,403.5240 40.36%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl. 3
Denver, CO, 80209

National Investors Services Corp 198,893.0500 6.15%
FBBO Our Customers
55 Water Street, Fl. 12
New York, NY 10041-1299

Turner Technology Fund Charles Schwab and Co. Inc 794,322.0860 52.04%
Attn: Mutual Funds/ Team S
4500 Cherry Creek Dr. S., Fl. 3
Denver, CO 80209

National Investors Services Corp 210,006.4770 13.76%
FBBO Our Customers
55 Water St. Fl 32
New York, NY, 10041-3299

Turner Short Duration
Government Funds - One
Year Portfolio Class I Charles Schwab & Co. Inc. 432,182.9190 91.84%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl. 3
Denver, CO 80209

Turner Short Duration
Government Funds-One
Year Portfolio-Class II NFSC FBBO # 179-397470 43,944.8840 6.69%
Utah Festival Opera Company
59 S 100 W
Logan, UT, 84321-4515

NFSC FBBO # 379-070386 54,422.7980 8.28%
BSA Utah National Parks Council
250 W 500 N
Provo, UT, 84501-2819

NFSC FBBO # 379-536272 89,197.2250 13.58%
UTA/ATO
Malecker S. Booths
PO Box 30810
Salt Lake City, UT, 84130-0820

NFSC Cort Brambled Brent HA 110,215.6880 16.77%
C. Bramble/D. Hales/J. Jensen TTS
U/A 12/15/1993
PO Box 30810
Salt Lake City, UT, 84130-0830

NFSC FBBO # 379-503940 79,558.2560 12.11%
C. Bramble D B Hales Jay E JE
C. Bramble/ D. Hales/ J. Jensen TTS
U/A 12/15/1993
P.O. Box 30810
Salt Lake City, UT, 84130-0830

Turner Short Duration
Government Funds-Three
Year Portfolio-Class I Turner Investment Partners 844,278.8210 21.18%
FBO Teamsters Local #837
Attn: Bob Gunning
12275 Townsend Rd.
Philadelphia, PA, 19154-1204

First Union National Bank Trust 1,976,308.6850 49.57%
FBO Sheet Metal Workers #19
A/C # 1546002688
CHGJ64 NC1151
1525 West WT Harris Blvd.
Charlotte, NC, 28262

Bryn Mawr 861,246.7990 21.60%
Attn: Jerry Berenson
101 N. Merion Ave
Bryn Mawr, PA, 19010-2899

Charles Schwab & Co. 236,351.4490 5.93%
101 Montgomery St
San Francisco, CA, 94104-4122

Turner Short Duration
Government Funds-Three
Year Portfolio-Class II NFSC FBBO #379-503916 35,264.1030 14.42%
Curt Brambled Brent MA
C. Bramble/D. Hales/J. Jensen TTS
U/A 12/15/1993
PO Box 30810
Salt Lake City, UT, 84130-0810

NFSC FBBO # 379-503940 24,782.2720 10.13%
C. Bramble, D.B. Hales, Jay E. JE
C. Bramble/D. Hales/J. Jensen TTS
U/A 12/15/1993
PO Box 30810
Salt Lake City, UT, 84130-0810

NFSC FBBO # 379-527793 115,823.4120 47.35%
B.H. Bastian Foundation
Bruce Bastian/Brent Erkelens
U/A 02/19/1999
51 W. Center St. #755
Orem, UT, 84057-4605

NFSC FBBO # 379-536172 44,855.9670 18.34%
UYA/ATU
N. Halecker S. Booths
PO Box 30810
Salt Lake City, UT, 84130-0810

Turner Core High Quality
Fixed Income Fund Oxford Foundation Inc. 259,563.6740 25.30%
2 S. Decatur St.
Strasburg, PA, 17579-1403

Banc of America Securities LLC 765,207.4200 74.60%
Attn: Mutual Funds-4th Floor
808-96071-16
600 Montgomery St
San Francisco, CA, 94131-2702

TIP Target Select
Equity Fund Charles Schwab & Co. Inc. 23,811.6980 16.27%
Attn: Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO 80209

Carolyn Turner TR 45,257.0300 30.92%
U/A Robert E. Turner Jr., Trust
9 Horseshoe Lane
Paoli, PA 19301-1909

Robert & Carolyn Turner Foundation 23,954.2260 16.36%
9 Horseshoe Lane
Paoli, PA 19301-1909
</TABLE>

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.

EXPERTS

The financial statements incorporated by reference into this Statement of
Additional Information and the Financial Highlights included in the prospectuses
have been audited by Ernst & Young LLP, 2001 Market Street, Philadelphia,
Pennsylvania 19103, independent auditors, as indicated by their report, with
respect thereto, and are included herein in reliance on their report given on
their authority as experts in accounting and auditing.

LEGAL COUNSEL

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

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended September 30, 1999,
including notes thereto and the report of Ernst & Young LLP thereon, are herein
incorporated by reference. A copy of the 1999 Annual Report must accompany the
delivery of this Statement of Additional Information.

<PAGE>

APPENDIX

The following descriptions are summaries of published ratings.

DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

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

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

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

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

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by 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.