TIP FUNDS, 485APOS, 2000-12-14

TIP FUNDS
485APOS, 2000-12-14

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2000

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

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 17

and

REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 18

TIP FUNDS

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

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

(Name and Address of Agent for Service)

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

Copies to:

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

TITLE OF SECURITIES BEING REGISTERED...UNITS OF BENEFICIAL INTEREST.
--------------------------------------------------------------------------------
It is proposed that this filing become effective (check appropriate box):
__ immediately upon filing pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)
__ on ______, 2000 pursuant to paragraph (b) of Rule 485
X 75 days after filing pursuant to paragraph (a)(2)
--
--------------------------------------------------------------------------------

<PAGE>
TIP FUNDS

PROSPECTUS
_______________, 2001

TURNER NEW ENERGY &POWER TECHNOLOGY FUND
TURNER HEALTHCARE & BIOTECHNOLOGY FUND
TURNER TAX MANAGED U.S. EQUITY FUND
TURNER SMALL CAP VALUE FUND
TURNER TOP 20 VALUE FUND
TURNER FUTURE FINANCIAL SERVICES 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.
<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
shares of the Funds that you should know before investing. Please read this
prospectus and keep it for future reference.

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

PAGE
TURNER NEW ENERGY & POWER TECHNOLOGY................................XXX
TURNER HEALTHCARE & BIOTECHNOLOGY...................................XXX
TURNER TAX MANAGED U.S. EQUITY FUND.................................XXX
TURNER SMALL CAP VALUE FUND.........................................XXX
TURNER TOP 20 VALUE FUND............................................XXX
TURNER FUTURE FINANCIAL SERVICES FUND...............................XXX
INVESTMENTS AND PORTFOLIO MANAGEMENT................................XXX
PURCHASING, SELLING AND EXCHANGING TURNER FUNDS.....................XXX
DIVIDENDS AND DISTRIBUTIONS.........................................XXX
TAXES...............................................................XXX

TO OBTAIN MORE INFORMATION ABOUT TIP FUNDS, PLEASE REFER TO THE BACK COVER OF
THE PROSPECTUS.
<PAGE>
RISK/RETURN INFORMATION COMMON TO THE 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 a Fund 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

[Each of the Funds may invest in companies making their initial public offerings
(IPOs). If the Funds participate in successful IPOs, these IPOs will have a
significant impact on the Funds' performance, especially on those Funds with
lower asset levels. There is no guarantee that there will be successful IPOs,
however, or that the Funds will have access to them. As Fund assets grow, the
positive impact of successful IPOs on Fund performance likely will decrease.]
<PAGE>
TURNER NEW ENERGY & POWER TECHNOLOGY FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Common stocks of energy and power companies
SHARE PRICE VOLATILITY [Very] High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify securities of energy and
power companies that have strong growth prospects
and that are using new or advanced technology to
produce or deliver their product
INVESTOR PROFILE Investors seeking long-term growth of capital who
can withstand the share price volatility of
investing in companies involved in the energy
and power sectors

PRINCIPAL STRATEGY

The Turner New Energy & Power Technology Fund invests substantially all (at
least 80%) of its assets in equity securities of energy and power companies that
are traded in the United States and that are using new or advanced technology to
produce or deliver their product. These companies are engaged in one or more of
the following businesses in the power and energy service field: production,
development, refinement or distribution of oil, gas, electricity, and coal, as
well as nuclear, geothermal, oil shale and solar power; onshore or offshore
drilling; production and well maintenance; and equipment supply and plant design
or construction. The Fund's holdings, therefore, will be concentrated in the
energy and power sector. The Fund will focus on companies that have strong
growth prospects and that Turner believes have, or will develop, products,
processes, or services that build on or incorporate technological advances and
improvements. The Fund will be concentrated in the energy and power technology
sectors.

While the Fund typically invests in the common stock of large to medium sized
companies, it may invest in companies of any size or any industry in order to
achieve its goal. The Fund may also engage in futures and options transactions,
purchase ADRs and U.S. Government securities, and enter into repurchase
agreements.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional 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.

<PAGE>

In addition, the Fund is subject to the risk that energy and power technology
stocks may underperform other segments of the equity market or 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
energy and power 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.

The smaller capitalization companies the Fund may invest 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.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region may affect those
markets and issuers, resident or domiciled there to a significant degree. 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 investment. 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.

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

As of _________, 2001, the Fund had not yet commenced operations, and therefore
does not have a performance history.

[The Fund will compare its performance to that of the _____________________
Index. The _______________________ Index is a widely-recognized,
equally-weighted index of securities issued by companies engaged in research,
exploration or production activities within the natural resource sectors.]

PERFORMANCE FEE ADJUSTMENT

The investment advisory fee of the Fund may be adjusted based on the Fund's
total return performance as compared to a benchmark. The advisory fee will not
exceed 1.25% or be lower than 0.75%, depending upon whether the Fund outperforms
its benchmark by 3% or underperforms its benchmark by 3%, respectively. See
"Investment Adviser" for more information on performance based fees.
<PAGE>
FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS II SHARES
--------------------------------------------------------------------- ----------------------
<S> <C>
Redemption Fee (as a percentage of amount redeemed, if applicable) 2.00%*

<FN>
* Applies only to redemptions within 90 days of purchase.
</FN>
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS II SHARES
--------------------------------------------------------------------- ----------------------
<S> <C>
Investment Advisory Fees 1.00%*+
Distribution (12b-1) Fees None
Other Expenses 0.56%**
Shareholder Services Fee 0.25%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.81%
Fee Waivers and Expense Reimbursements (0.31%)
-----
NET TOTAL OPERATING EXPENSES 1.50%***

<FN>
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the ____________________ Index
and may charge from .75% to 1.25%, depending on the Fund's performance.

** Other Expenses are estimated for the current fiscal year.

*** Turner has contractually agreed to waive fees and to reimburse expenses in
order to keep total operating expenses from exceeding 1.50% for a period of
one year, provided that this ceiling will be increased by 0.25% in the
event that Turner is entitled to a performance fee and decreased in the
amount of 0.25% in the event that the Fund underperforms its benchmark by
more than 3%. This performance fee will not be implemented until twelve
months after Turner begins advising the Fund. The waiver agreement shall be
renewable at the end of each one year period upon the written agreement of
the Trust and Turner. Turner has an arrangement with certain broker-dealers
who have agreed to pay 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,
thus potentially lessening the cost to Turner of its expense guarantee. For
more information, see "Investment Adviser."

+ The performance adjustment works as follows: If the New Energy & Power
Technology Fund outperforms the ______ Index by more than 3%, Turner's
advisory fees will increase from 1.00% to 1.25%. If, however, the Fund
underperforms its benchmark by 3%, Turner's advisory fees would go down to
0.75%. These performance-based fees will only be charged once a Fund has
been in operation for at least one year, and will comply with all
applicable SEC rules.
</FN>
</TABLE>

<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, Fund operating expenses
remain the same and you reinvest all dividends and distributions. Although your
actual costs and returns might be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER NEW ENERGY & POWER TECHNOLOGY FUND $152 $525 $923 $2,034
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
TURNER HEALTHCARE & BIOTECHNOLOGY FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Common stocks of companies that are involved in
the healthcare and biotechnology industries
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify healthcare and biotechnology
companies that have strong growth prospects and
that are attractively priced
INVESTOR PROFILE Investors seeking long-term growth of capital who
can withstand the share price volatility of
investing in companies in the healthcare and
biotechnology sectors

PRINCIPAL STRATEGY

The Healthcare & Biotechnology Fund invests substantially all (at least 80%) of
its assets in equity securities issued by healthcare and biotechnology companies
that are traded in the United States. Healthcare companies include
pharmaceutical companies, companies involved in research and development of
pharmaceutical products and services, companies involved in the operation of
health care facilities, and other companies involved in the design, manufacture,
or sale of health care-related products or services. Biotechnology companies are
issuers engaged in the research, development, and manufacture of various
biotechnological products, services, and processes; manufacture and/or
distribute biotechnological and biomedical products, including devices and
instruments; provide or benefit significantly from scientific and technological
advances in biotechnology; or provide processes or services instead of, or in
addition to, products. The Fund's holdings, therefore, will be concentrated in
the healthcare and biotechnology sectors.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities.

PRINCIPAL RISKS

<PAGE>

In addition, the Fund is subject to the risk that healthcare and biotechnology
stocks may underperform other segments of the equity markets or 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
healthcare and biotechnology 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.

Furthermore, the types of products produced or provided by these companies may
quickly become obsolete, and liability for products that are later alleged to be
harmful or unsafe may be substantial, and may have a significant impact on a
company's market value and/or share price.

Many biotechnology companies are relatively small and have thinly traded equity
securities, may not yet offer products or offer a simple product and may have
persistent losses during a new product's transition from development to
production or erratic revenue patterns. 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.

PERFORMANCE INFORMATION

The Fund has not commenced operations, and therefore does not have a performance
history.

The Fund will compare its performance to that of the ____________________ Index.
The _____________________ Index is a widely-recognized, equally-weighted
performance index, adjusted for capital gains distribution and income dividends,
of securities engaged in the Healthcare/Biotechnology and Medical sectors.
<PAGE>
PERFORMANCE FEE ADJUSTMENT

The investment advisory fee may be adjusted based on the Fund's total return
performance as compared to a benchmark, the ____________________ Index.
This fee will not exceed 1.25% or be lower than 0.75%, depending upon whether
the Fund outperforms its benchmark by 3% or underperforms its benchmark by 3%,
respectively. See "Investment Adviser" for more information on performance based
fees.

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.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<FN>
* Applies only to redemptions within 90 days of purchase.
</FN>
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<FN>
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the ______________________
Index.

** Other Expenses are estimated for the current fiscal year.

*** Turner has contractually agreed to waive fees and to reimburse expenses in
order to keep total operating expenses from exceeding 1.50% for a period of
one year, provided that this ceiling will be increased by 0.25% in the
event that Turner is entitled to a performance fee and decreased in the
amount of 0.25% in the event that the Fund underperforms its benchmark by
more than 3%. This performance fee will not be charged, if at all, until
twelve months after Turner begins advising the Fund. The waiver agreement
shall be renewable at the end of each one year period upon the written
agreement of the Trust and Turner. Turner has an arrangement with certain
broker-dealers who have agreed to pay 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, thus potentially lessening the cost to Turner of its expense
guarantee. For more information, see "Investment Adviser."

+ The performance adjustment works as follows: If the Healthcare &
Biotechnology Fund outperforms the ______ Index by more than 3%, Turner's
advisory fees will increase from 1.00% to 1.25%. If, however, the Fund
underperforms its benchmark by 3%, Turner's advisory fees would go down to
0.75%. These performance-based fees will only be charged once a Fund has
been in operation for at least one year, and will comply with all
applicable SEC rules.
</FN>
</TABLE>

<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER HEALTHCARE & BIOTECHNOLOGY FUND $152 $525 $923 $2,034
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
TURNER TAX MANAGED U.S. EQUITY FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation while attempting to
minimize the impact of taxes on the total return
earned by shareholders
INVESTMENT FOCUS Common stocks of U.S. companies
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies with strong growth
potential, and to buy, sell and hold the stocks of
such companies in a way that minimizes current
taxable distributions to shareholders
INVESTOR PROFILE Investors seeking long-term growth of capital who
desire to invest in a fund that emphasizes
deferral of current tax liability

PRINCIPAL STRATEGY

The Tax Managed U.S. Equity Fund invests substantially all (at least 80%) of its
assets in common stocks of U.S. companies considered by Turner to have strong
growth potential. The Fund seeks stocks that are favorably priced in relation to
their fundamental value and will likely grow over time. While the Fund typically
invests in the common stock of large to medium sized companies, it may invest in
companies of any size or any industry in order to achieve its goal.

The Adviser manages the Fund using an investment strategy that is sensitive to
the potential impact of personal income tax on shareholders' investment returns.
The Fund's tax-sensitive investment strategy is intended to lead to lower
distributions of income and realized capital gains than funds managed without
regard to federal income tax consequences. In selecting companies, the Adviser
typically invests for the long term and chooses securities that it believes
offer strong opportunities for long-term grown of capital. When deciding to sell
a security, the Adviser considers the negative tax impact of realized capital
gains and, if applicable, the positive tax impact of realizing capital losses.
However, the Adviser may sell a security at a realized gain if it determines
that the potential tax cost is outweighed by the risk of owning the security, or
if more attractive investment opportunities are available.

The Fund should experience lower portfolio turnover levels than funds that are
not managed to minimize personal income tax consequences to shareholders.

PRINCIPAL RISKS

<PAGE>

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
the Fund's tax-sensitive investment strategy may not be successful in limiting
taxable income and realized capital gains as contemplated; and that redemptions
by shareholders may force the Fund to sell securities at an inappropriate time,
resulting in realized gains.

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.

The Fund is designed for long-term taxable investors. If you are investing for
the short-term (less than one year), you may suffer negative tax consequences.
Market conditions may limit the Fund's ability to generate tax losses or to
avoid dividend income.

While the Fund tries to reduce the extent to which shareholders incur taxes on
Fund distributions of income and net realized gains, the Fund does expect to
distribute taxable income and/or capital gains from time to time. Investors may
also realize capital gains when they sell their shares. You should consider
whether the Fund fits your particular investment objectives.

PERFORMANCE INFORMATION

As of __________, 2001, the Fund had not yet commenced operations, and therefore
does not have a performance history.

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 (companies with larger
market capitalizations have more influence than those with smaller market
capitalizations) index of over 500 U.S. companies chosen for market size,
liquidity and industry group representation.

FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<FN>
* Applies only to redemptions within 90 days of purchase.
</FN>
</TABLE>

<PAGE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS II SHARES
--------------------------------------------------------------------- ----------------------
<S> <C>
Investment Advisory Fees 0.75%
Distribution (12b-1) Fees None
Other Expenses 0.56%*
Shareholder Services Fee 0.25%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.56%
Fee Waivers and Expense Reimbursements (0.31)%
-----
NET TOTAL OPERATING EXPENSES 1.25%**

<FN>
* Other Expenses are estimated for the current fiscal year.

** Turner has contractually agreed to waive fees and to reimburse expenses in
order to keep total operating expenses from exceeding 1.25% for a period of
one year. Turner has an arrangement with certain broker-dealers who
have agreed to pay 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,
thus potentially lessening the costs to Turner of its expense guarantee.
For more information, see "Investment Adviser."

</FN>
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER TAX MANAGED U.S. EQUITY FUND $127 $396 $686 $1,509
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
TURNER SMALL CAP VALUE FUND

FUND SUMMARY

INVESTMENT GOAL Long-term total return
INVESTMENT FOCUS Common stocks of companies with equity
capitalizations in the range of companies
included in the Russell 2000 Index
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify securities of small
capitalization U.S. companies that are
undervalued
INVESTOR PROFILE Investors seeking long-term total return who
can withstand the share price volatility
associated with investing in small
capitalization companies

PRINCIPAL STRATEGY

The Small Cap Value Fund invests substantially all (at least 80%) of its assets
in stocks of small-capitalization U.S. companies that the Adviser believes are
undervalued relative to the market based on earnings, cash flow, or asset value.
The Fund defines "small-capitalization companies" as companies with a market
capitalization substantially similar to that of companies in the Russell 2000
Value Index at the time of investment. The Adviser specifically looks for
companies whose stock prices may benefit from a catalyst event, such as a
corporate restructuring, a new product or service, or a change in the political,
economic, or social environment. The Adviser may sell a stock when it believes
fundamental changes will hurt the company over the long term or when its price
becomes excessive.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional 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
<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 out-of-favor and undervalued companies the Fund invests in may be more
vulnerable to negative investor sentiment, adverse business or economic events
than larger, more growth-oriented companies. In addition, the performance of the
stocks which comprise the Fund do not necessarily track major market indices.

PERFORMANCE INFORMATION

The Fund has not commenced operations, and therefore does not have a performance
history.

The Fund will compare its performance to that of the Russell 2000 Value Index.
The Russell 2000 Value Index is a widely-recognized, capitalization-weighted
index of over 2000 small-capitalization companies in the Russell 3000 Index. The
Russell 3000 Index measures performance of the 3,000 largest U.S. companies
based on total market capitalization.

PERFORMANCE FEE ADJUSTMENT

The investment advisory fee may be adjusted based on the Fund's total return
performance as compared to a benchmark, the Russell 2000 Value Index. This fee
will not exceed 1.25% or be lower than 0.75%, depending upon whether the Fund
outperforms its benchmark by 3% or underperforms its benchmark by 3%,
respectively. See "Investment Adviser" for more information on performance-based
fees.

FUND FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS I SHARES
--------------------------------------------------------------------- ----------------------
<S> <C>
Redemption Fee (as a percentage of amount redeemed, if applicable) 2.00%*

<FN>
* Applies only to redemptions within 90 days of purchase.
</FN>
</TABLE>

<PAGE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS I SHARES
--------------------------------------------------------------------- ----------------------
<S> <C>
Investment Advisory Fees 1.00%*+
Distribution (12b-1) Fees None
Other Expenses 0.60%**
TOTAL ANNUAL FUND OPERATING EXPENSES 1.60%
Fee Waivers and Expense Reimbursements (0.31%)
NET TOTAL OPERATING EXPENSES 1.25%***

<FN>
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the Russell 2000 Value Index.

** Other Expenses are estimated for the current fiscal year.

*** Turner has contractually agreed to waive fees and to reimburse expenses in
order to keep total operating expenses from exceeding 1.25% for a period of
one year, provided that this ceiling will be increased by 0.25% in the
event that Turner is entitled to a performance fee and decreased in the
amount of 0.25% in the event that the Fund underperforms its benchmark by
more than 3%. This performance fee will not be charged, if at all, until
twelve months after the commencement of the Fund. The waiver agreement
shall be renewable at the end of each one year period upon the written
agreement of the Trust and Turner. Turner has an arrangement with certain
broker-dealers who have agreed to pay 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, thus potentially lessening the costs to Turner of its expense
guarantee. For more information, see "Investment Adviser."

+ The performance adjustment works as follows: If the Small Cap Value Fund
outperforms the Russell 2000 Value Index by more than 3%, Turner's advisory
fees will increase from 1.00% to 1.25%. If, however, the Fund underperforms
its benchmark by 3%, Turner's advisory fees would go down to 0.75%. These
performance-based fees will only be charged once a Fund has been in
operation for at least one year, and will comply with all applicable SEC
rules.
</FN>
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER SMALL CAP VALUE FUND $127 $448 $792 $1,763
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
TURNER TOP 20 VALUE FUND

FUND SUMMARY

INVESTMENT GOAL Long-term total return
INVESTMENT FOCUS U.S. common stocks
SHARE PRICE VOLATILITY [High]
PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. companies that
are undervalued relative to the market
INVESTOR PROFILE Investors seeking long-term total return
who can withstand the share price
volatility of equity investing

PRINCIPAL STRATEGY

The Top 20 Value Fund invests substantially all (at least 80%) of its assets in
equity securities of [U.S.] companies [traded in the U.S.] that the Adviser
believes are undervalued relative to the market or their historic valuation,
including companies whose stock is out-of-favor with investors. The Fund will
invest in securities of companies operating in a broad range of industries and
capitalizations based primarily on value characteristics such as price-cash
flow, price-earnings and price-book value ratios.

The Fund's portfolio will typically contain a total of 15-25 stocks,
representing the Adviser's favorite undervalued investment ideas. A small number
of individual portfolio managers at the Adviser will select stocks in different
sectors and capitalization ranges. By investing in different sectors and
capitalization ranges, the Adviser 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.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional 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
<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.

PERFORMANCE INFORMATION

The Fund has not commenced operations, and therefore does not have a performance
history.

The Fund will compare its performance to that of the Russell 1000 Value Index.
The Russell 1000 Value Index is a widely-recognized, market value-weighted
(higher market value stocks have more influence than lower market value stocks)
index of 1000 stocks designed to mimic the overall equity market's industry
weightings.

PERFORMANCE FEE ADJUSTMENT

The investment advisory fee may be adjusted based on the Fund's total return
performance as compared to a benchmark, the Russell 1000 Value Index. This fee
will not exceed 1.25% or be lower than 0.75%, depending upon whether the Fund
outperforms its benchmark by 3% or underperforms its benchmark by 3%,
respectively. See "Investment Adviser" for more information on performance-based
fees.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

* Applies only to redemptions within 90 days of purchase.
</TABLE>

<PAGE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<FN>
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the Russell 1000 Value Index.

** Other expenses are estimated for the current fiscal year.

*** Turner has contractually agreed to waive fees and to reimburse expenses in
order to keep total operating expenses from exceeding 1.25% for one year,
provided that this ceiling will be increased by 0.25% in the event that
Turner is entitled to a performance fee and decreased in the amount of
0.25% in the event that the Fund underperforms its benchmark by more than
3%. This performance fee will not be charged, if at all, until twelve
months after Turner begins advising the Fund. The waiver agreement shall be
renewable at the end of each one year period upon the written agreement of
the Trust and Turner. Turner has an arrangement with certain broker-dealers
who have agreed to pay 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,
thus potentially lessening the costs to Turner of its expense guarantee.
For more information, see "Investment Adviser."

+ The performance adjustment works as follows: If the Top 20 Value Fund
outperforms the Russell 1000 Value Index by more than 3%, Turner's advisory
fees will increase from 1.00% to 1.25%. If, however, the Fund underperforms
its benchmark by 3%, Turner's advisory fees would go down to 0.75%. These
performance-based fees will only be charged once a Fund has been in
operation for at least one year, and will comply with all applicable SEC
rules.
</FN>
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER TOP 20 VALUE FUND $127 $448 $792 $1,763
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
TURNER FUTURE FINANCIAL SERVICES FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Common stocks of U.S. financial services firms
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. financial services
firms with strong growth potential
INVESTOR PROFILE Investors who want capital appreciation and who
can withstand the risks investing in the
financial services sector

PRINCIPAL STRATEGY

The Future Financial Services Fund will invest substantially all (at least 80%)
of its assets in common stocks and other equity securities of U.S. financial
services companies, including banks, brokerage houses, insurance companies and
investment advisory companies, that the Adviser believes have above average
growth potential or that are undervalued. The Adviser also invests in financial
services companies that it believes to be potential merger or acquisition
targets. The Fund will concentrate in the fiancial services sector

The Fund may buy and sell securities frequently as part of its investment
strategy. 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 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.

Since the Fund's investments are concentrated in the financial services sector,
it is subject to the risk that the financial services sector will underperform
the broader market, as well as the risk that issuers in that sector will be
impacted by market conditions, legislative or regulatory changes, or
competition. The Fund may also be more susceptible to changes in interest rates
and other market and economic factors that affect financial services firms,
including the effect of interest rate changes on the share prices of those
financial service firms. In addition, if the Adviser incorrectly predicts that a
company will be involved in a merger or other transaction, the Fund may lose any
premium it paid for these stocks, and ultimately may realize a lower return than
if the company is not involved in a merger or acquisition transaction.
<PAGE>

[In addition, the Fund is subject to the risk that the stocks of
technology-oriented financial services companies, both current and emerging, may
underperform other segments of the equity market 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 financial
services companies to become increasingly sensitive to short product cycles and
aggressive pricing.]

PERFORMANCE INFORMATION

PERFORMANCE FEE ADJUSTMENT

The investment advisory fee may be adjusted based on the Fund's total return as
compared to a benchmark. This fee will not exceed 1.25% or be lower than 0.75%,
depending upon whether the Fund outperforms its benchmark by 3% or underperforms
its benchmark by 3%, respectively. See "Investment Adviser" for more information
on performance-based fees.

The bar chart shows changes in the performance of the Fund's shares from year to
year for three years.*

-------------------------------- -----------------------------
1998 (5.81)%
-------------------------------- -----------------------------
-------------------------------- -----------------------------
1999 (4.27)%
-------------------------------- -----------------------------
-------------------------------- -----------------------------
2000 X.XX%
-------------------------------- -----------------------------

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

-------------------------------- -----------------------------
BEST QUARTER WORST QUARTER
-------------------------------- -----------------------------
-------------------------------- -----------------------------
X.XX% X.X%
-------------------------------- -----------------------------
-------------------------------- -----------------------------
(XX/XX/XX) (XX/XX/XX)
-------------------------------- -----------------------------

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

<TABLE>
<CAPTION>
SINCE INCEPTION
--------------------------------------------------------------------- ---------------------- -----------------------
<S> <C> <C>
TURNER FUTURE FINANCIAL SERVICES FUND X.XX% X.XX%
NASDAQ BANK INDEX X.XX% X.XX%*

<FN>
* The calculation date for the Index is October 31, 1997.
</FN>
</TABLE>

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

<PAGE>

performance would be lower. The NASDAQ Bank Index is a capitalization-weighted
index designed to measure the performance of all NASDAQ stocks in the banking
sector, which consists of 344 stocks. The Index is unmanaged and reflects the
reinvestment of dividends.

FUND FEES AND EXPENSES

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<FN>
* Applies only to redemptions within 90 days of purchase.
</FN>
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS I SHARES
------------------------------------------------------------ ------------------------
<S> <C>
Investment Advisory Fees 1.00%*
Distribution (12b-1) Fees None
Other Expenses 0.40%**
TOTAL ANNUAL FUND OPERATING EXPENSES 1.40%
Fee Waivers and Expense Reimbursements 0.00%
NET TOTAL OPERATING EXPENSES 1.40%***

<FN>
* The advisory fee is subject to a performance adjustment based on the Fund's
performance relative to the performance of the NASDAQ Bank Index.

** Other Expenses are estimated for the current fiscal year.

*** Turner has contractually agreed to waive fees and to reimburse expenses in
order to total operating expenses from exceeding 1.40%, provided that this
ceiling will be increased by 0.25% in the event that Turner is entitled to
a performance fee and decreased in the amount of 0.25% in the event that
the Fund underperforms its benchmark by more than 3%. This performance fee
will not be charged, if at all, until twelve months after the date Turner
began managing the Fund's assets. Turner has an arrangement with certain
broker-dealers who have agreed to pay 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, thus potentially lessening the costs to Turner of its expense
guarantee. For more information, see "Investment Adviser."

+ The performance adjustment works as follows: If the Future Financial
Services Fund outperforms the NASDAQ Bank Index by more than 3%, Turner's
advisory fees will increase from 1.00% to 1.25%. If, however, the Fund
underperforms its benchmark by 3%, Turner's advisory fees would go down to
0.75%. These performance-based fees will only be charged once a Fund has
been in operation for at least one year, and will comply with all
applicable SEC rules.
</FN>
</TABLE>

<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
--------------------------------------------------- -------------- --------------- ------------- ------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------- -------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
TURNER FUTURE FINANCIAL SERVICES FUND $143 $569 $1,022 $2,279
--------------------------------------------------- -------------- --------------- ------------- ------------
</TABLE>

<PAGE>
MORE INFORMATION ABOUT FUND 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 November 30, 2000, Turner had approximately $9.7 billion in assets under
management. For its services, Turner is entitled to receive base investment
advisory fees as follows:

TURNER NEW ENERGY & POWER TECHNOLOGY FUND 1.00%
TURNER HEALTHCARE & BIOTECHNOLOGY FUND 1.00%
TURNER SMALL CAP VALUE FUND 1.00%
TURNER TOP 20 VALUE FUND 1.00%
TURNER TAX MANAGED U.S. EQUITY FUND 0.75%
TURNER FUTURE FINANCIAL SERVICES FUND 1.00%

However, these fees may be higher or lower depending on a Fund's performance
relative to its 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.

For purposes of this performance adjustment mechanism, the investment
performance of the Fund for any period is expressed as a percentage of the
Fund's net asset value per share at the beginning of the period. This percentage
is equal to the sum of (i) the change in the Fund's net asset value per share
during the period; (ii) the value of the Fund's cash distributions per share
having an ex-dividend date occurring within the period; and (iii) the per share
amount of capital gains taxes paid or accrued during the period by the Fund for
undistributed realized long-term capital gains. The investment record for a
specific index is expressed as a percentage of the starting level of that index
at the beginning of the period, as modified by the change in the level of the
index during the period and by the value computed consistently with the index,
of cash distributions having an ex-dividend date occurring within the period
made by issuers whose securities are included in the index.
<PAGE>

The Funds' SAI contain detailed information about each Fund's benchmark, as well
as any possible performance-based adjustments to Turner's fees. These
performance-based adjustments will take effect after the Funds have been in
operation for more than one year.

PORTFOLIO MANAGERS

The Turner New Energy & Power Technology Fund is managed by a committee
comprised of John Hammerschmidt (Lead Manager) and Mark Turner (Co-Manager). The
Turner Healthcare & Biotechnology Fund is managed by a committee comprised of
Frank Sustersic (Lead Manager) and Chris Perry (Co-Manager). The Turner Tax
Managed U.S. Equity Fund is managed by a committee comprised of David Kovacs
(Lead Manager) and Bob Turner (Co-Manager). The Turner Small Cap Value Fund is
managed by a Turner investment advisory team. The Turner Top 20 Value Fund is
managed by a Turner investment advisory team. The Turner [Future] Financial
Services Fund is managed by a team comprised of Chris Perry (Lead Manager) and
Frank Sustersic (Co-Manager).

Robert E. Turner is a member of the committee which manages the Turner Tax
Managed Growth Fund, as set forth above. He is also a member of the committees
which manage the Turner Global Top 40, Turner B-to-B Commerce and Turner
Wireless & Communications Funds. Mr. Turner, CFA, Chairman and Chief Investment
Officer of Turner, co-founded Turner in 1990. Prior to 1990, he was Senior
Investment Manager with Meridian Investment Company. He has 21 years of
investment experience.

Mark Turner is a member of the committees which manage the Turner New Energy &
Power Technology and Turner Top 20 Value Funds, as set forth above. Mr. Turner,
President of Turner, is lead manager of the Turner Global Top 40 Fund. Mr.
Turner co-founded Turner in 1990. Prior to 1990, he was Vice President and
Senior Portfolio Manager with First Maryland Asset Management. He has 20 years
of investment experience.

Chris Perry is a member of the committee which manages the Turner Healthcare &
Biotechnology Fund, as set forth above. Mr. Perry, Senior Security Analyst of
Turner, joined Turner in 1998. Prior to 1998, he was a Research Analyst with
Pennsylvania Merchant Group. He has 10 years investment experience.

John Hammerschmidt is a member of the committee which manages the Turner New
Energy & Power Technology Fund, as set forth above. Mr. Hammerschmidt, Senior
Equity Portfolio Manager of Turner, is also co-manager of the E-Commerce Fund.
Mr. Hammerschmidt joined Turner in 1992. Prior to 1992, he was a Principal of
Chesapeake Capital Management. He has 18 years of investment experience.

Frank L. Sustersic is a member of the committee which manages the Turner
Healthcare & Biotechnology Fund, as set forth above. Mr. Sustersic, a Senior
Security Analyst and Equity Portfolio Manager at Turner, joined Turner in 1994.
Mr. Sustersic has 11 years of investment experience.

David Kovacs is a member of the committee which manages the Turner Tax Managed
Growth Fund, as set forth above. Mr. Kovacs, CFA, Senior Portfolio Manager,
joined Turner in 1998. Prior to 1998, he was a Director of Quantitative Research
and Investment Technology at Pilgrim Baxter & Associates. He has 11 years of
investment experience.

<PAGE>
PURCHASING, SELLING AND EXCHANGING FUND SHARES

--------------------------------------------------------------------------------
INVESTING IN THE TURNER FUNDS
--------------------------------------------------------------------------------
In order to open a new account, you must complete and mail the NEW ACCOUNT
APPLICATION that you receive with this prospectus.

All trades must be received by the Funds' Transfer Agent by 4:00 PM EST.

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

Each Fund's minimum initial investment is $2,500 with minimum subsequent
purchases of $50.
--------------------------------------------------------------------------------
ONCE YOU ARE A SHAREHOLDER OF THE TURNER FUNDS YOU CAN DO THE FOLLOWING:
--------------------------------------------------------------------------------
* PURCHASE, SELL OR EXCHANGE FUND SHARES BY PHONE. Call 1-800-224-6312
between 9:00 AM and 4:00 PM EST Monday through Friday and press 3 to place
a trade.
--------------------------------------------------------------------------------
* PURCHASE, SELL OR EXCHANGE FUND SHARES BY MAIL. SHAREHOLDERS CAN MAIL TRADE
REQUESTS TO:

By regular mail By express or overnight mail

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: name of Fund, shareholder name and Turner Funds account
number
--------------------------------------------------------------------------------

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 purchase, sell (sometimes called "redeem") or
exchange shares of the Funds.

PURCHASING TURNER FUND SHARES

WHEN CAN YOU PURCHASE SHARES?

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

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
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 shares
automatically through regular deductions from your account. Please call
1-800-224-6312 for information regarding participating banks. With a $100
minimum initial investment, you may begin regularly scheduled investments once a
month.

HOW FUND PRICES ARE CALCULATED

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Funds receive your purchase order. NAV for one
Fund share is the value of that share's portion of all of the net assets in the
Fund.

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

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

PURCHASING ADDITIONAL SHARES

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

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.

<PAGE>

They must then instruct their bank to wire the money by following the
instructions listed on page __.

ADDITIONAL INFORMATION

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

SELLING TURNER FUND SHARES

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 the 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.

SYSTEMATIC WITHDRAWAL PLAN

If you have at least $2,500 in your account, you may use the Systematic
Withdrawal Plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account. Please
call 1-800-224-6312 for information regarding banks that participate in the
Systematic Withdrawal Plan.

SIGNATURE GUARANTEES

A signature guarantee is a widely accepted way to protect shareholders by
verifying the signature in certain circumstances including, (1) written requests
for redemptions in excess of $50,000; (2) all written requests to wire
redemption proceeds to a bank other than the bank previously designated on the
account application; and (3) redemption requests that provide that the
redemption proceeds should be sent to an address other than the address of
record or to a person

<PAGE>

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, a credit union,
or a broker-dealer that is a member of a national securities exchange. A
notarized signature is not sufficient.

REDEMPTIONS IN KIND

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

RECEIVING YOUR MONEY

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

EXCHANGING TURNER FUND SHARES

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 Funds receive your exchange request.

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

OTHER POLICIES

FOR CUSTOMERS OF FINANCIAL INSTITUTIONS

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

<PAGE>

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
does not receive compensation for distributing the Funds' shares.

SHAREHOLDER SERVICES

__________ serves as the Fund's shareholder servicing agent.

DIVIDENDS AND DISTRIBUTIONS

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

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

TAXES

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

Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital
<PAGE>

gains distributions are generally taxable at the rates applicable to long-term
capital gains. Distributions you receive from a Fund may be taxable whether or
not you receive them. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

Some foreign governments levy withholding taxes against dividend and interest
income. Although in some countries a portion of these taxes is recoverable, the
non-recovered portion will reduce the income received from the securities
comprising the portfolios of the Funds that hold foreign investments.

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

More information about taxes is in the SAI.

<PAGE>
TIP FUNDS

INVESTMENT ADVISER

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

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated __________, 2001, includes detailed information about the Funds.
The SAI is on file with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

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

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-224-6312

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

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

<PAGE>

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.

<PAGE>
TIP FUNDS

TURNER HEALTHCARE & BIOTECHNOLOGY FUND
TURNER NEW ENERGY & POWER TECHNOLOGY FUND
TURNER SMALL CAP VALUE FUND
TURNER TOP 20 VALUE FUND
TURNER TAX MANAGED US EQUITY FUND
TURNER FUTURE FINANCIAL SERVICES FUND

INVESTMENT ADVISER:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Turner Healthcare & Biotechnology Fund ("Healthcare & Biotechnology Fund"),
Turner New Energy & Power Technology Fund ("New Energy & Power Technology
Fund"), Turner Small Cap Value Fund ("Small Cap Value Fund"), Turner Top 20
Value Fund ("Top 20 Value Fund"), Turner Tax Managed US Equity Fund ("Tax
Managed Fund") and Turner Future Financial Services Fund ("Future Financial
Services Fund") (each a "Fund" and, together, the "Funds"). It is intended to
provide additional information regarding the activities and operations of the
TIP Funds (the "Trust") and should be read in conjunction with the Funds'
Prospectus dated _____, 2001. The Prospectuses may be obtained without charge by
calling 1-800-224-6312.

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

_______, 2001

<PAGE>

THE TRUST

This Statement of Additional Information relates only to the Healthcare &
Biotechnology Fund, New Energy & Power Technology Fund, Small Cap Value Fund,
Top 20 Value Fund, Tax Managed Fund and Future Financial Services Fund (formerly
the Penn Capital Select Financial Services 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 are being offered the Funds through two separate classes, of either
Class I or Class II, which provide for variations in shareholder service costs,
transfer agent fees, voting rights and dividends. 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 November 17, 2000 the Board of Trustees of the Trust approved the change in
name of the Penn Capital Select Financial Services Fund to the Turner Future
Financial Services Fund, as well as a new investment advisory agreement between
the Trust and Turner Investment Partners, Inc. with respect to this Fund. This
agreement was approved by shareholders of the Fund at a meeting on December 11,
2000. Historical information presented for that Fund pertains to the Penn
Capital Select Financial Services Fund.

INVESTMENT OBJECTIVES TURNER HEALTHCARE & BIOTECHNOLOGY FUND - The Healthcare &
Biotechnology Fund seeks long-term capital appreciation

TURNER NEW ENERGY & POWER TECHNOLOGY FUND - The New Energy & Power Technology
Fund seeks long-term capital appreciation.

TURNER SMALL CAP VALUE FUND - The Small Cap Value Fund seeks long-term total
return.

TURNER TOP 20 VALUE FUND -- The Top 20 Value Fund seeks long-term total return.

TURNER TAX MANAGED US EQUITY FUND - The Tax Managed US Equity Fund seeks to
achieve long-term capital appreciation while attempting to minimize the impact
of taxes on the return earned by shareholders.

TURNER FUTURE FINANCIAL SERVICES FUND - The Future Financial Services Fund seeks
to generate long-term capital appreciation.

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

S-2
<PAGE>

INVESTMENT POLICIES
TURNER HEALTHCARE & BIOTECHNOLOGY FUND - The Healthcare & Biotechnology Fund
invests substantially all (at least 80%) of its assets in equity securities
issued by healthcare and biotechnology companies that are traded in the United
States. Healthcare companies include pharmaceutical companies, companies
involved in research and development of pharmaceutical products and services,
companies involved in the operation of health care facilities, and other
companies involved in the design, manufacture, or sale of health care-related
products or services. Biotechnology companies are issuers engaged in the
research, development, and manufacture of various biotechnological products,
services, and processes; manufacture and/or distribute biotechnological and
biomedical products, including devices and instruments; provide or benefit
significantly from scientific and technological advances in biotechnology; or
provide processes or services instead of, or in addition to, products. The
Fund's holdings, therefore, will be concentrated in the healthcare and
biotechnology sectors.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities.

TURNER NEW ENERGY & POWER TECHNOLOGY FUND -- The Turner New Energy & Power
Technology Fund invests substantially all (at least 80%) of its assets in equity
securities of energy and power companies that are traded in the United States
and that are using new or advanced technology to produce or deliver their
product. These companies are engaged in one or more of the following businesses
in the power and energy service field: production, development, refinement or
distribution of oil, gas, electricity, and coal, as well as nuclear, geothermal,
oil shale and solar power; onshore or offshore drilling; production and well
maintenance; and equipment supply and plant design or construction. The Fund's
holdings, therefore, will be concentrated in the energy and power sector. The
Fund will focus on companies that have strong growth prospects and that Turner
believes have, or will develop, products, processes, or services that build on
or incorporate technological advances and improvements. The Fund will be
concentrated in the energy and power technology sectors.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities.

TURNER SMALL CAP VALUE FUND -- The Small Cap Value Fund invests substantially
all (at least 80%) of its assets in stocks of small-capitalization U.S.
companies that the Adviser believes are

S-3
<PAGE>

undervalued relative to the market based on earnings, cash flow, or asset value.
The Fund defines "small-capitalization companies" as companies with a market
capitalization substantially similar to that of companies in the Russell 2000
Value Index at the time of investment. The Adviser specifically looks for
companies whose stock prices may benefit from a catalyst event, such as a
corporate restructuring, a new product or service, or a change in the political,
economic, or social environment. The Adviser may sell a stock when it believes
fundamental changes will hurt the company over the long term or when its price
becomes excessive.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities.

TURNER TOP 20 VALUE FUND -- The Top 20 Value Fund invests substantially all (at
least 80%) of its assets in equity securities of [U.S.] companies [traded in the
U.S.] that the Adviser believes are undervalued relative to the market or their
historic valuation, including companies whose stock is out-of-favor with
investors. The Fund will invest in securities of companies operating in a broad
range of industries and capitalizations based primarily on value characteristics
such as price-cash flow, price-earnings and price-book value ratios.

The Fund's portfolio will typically contain a total of 15-25 stocks,
representing the Adviser's favorite undervalued investment ideas. A small number
of individual portfolio managers at the Adviser will select stocks in different
sectors and capitalization ranges under the supervision of Mark Turner. By
investing in different sectors and capitalization ranges, the Adviser 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.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities.

TURNER TAX MANAGED US EQUITY FUND -- The Tax Managed U.S. Equity Fund invests
substantially all (at least 80%) of its assets in common stocks of U.S.
companies considered by Turner to have strong growth potential. The Fund seeks
stocks that are favorably priced in relation to their fundamental value and will
likely grow over time. While the Fund typically invests in the common stock of
large to medium sized companies, it may invest in companies of any size or any
industry in order to achieve its goal.

S-4
<PAGE>

The Fund should experience lower portfolio turnover levels than funds that are
not managed to minimize personal income tax consequences to shareholders.

TURNER FUTURE FINANCIAL SERVICES FUND -- The Future Financial Services Fund will
invest substantially all (at least 80%) of its assets in common stocks and other
equity securities of U.S. financial services companies, including banks,
brokerage houses, insurance companies and investment advisory companies, that
the Adviser believes have above average growth potential or that are
undervalued. The Adviser also invests in financial services companies that it
believes to be potential merger or acquisition targets. The Fund will
concentrate in the fiancial services sector

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional capital
gains tax liabilities.

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

Each Fund may enter into futures and options transactions.

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

Each Fund may purchase convertible securities.

Each Fund may enter into repurchase agreements.

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

Each Fund may purchase Rule 144A securities and other restricted securities,
including privately placed securities.

Each Fund may purchase obligations of supranational entities.

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

AMERICAN DEPOSITARY RECEIPTS ("ADRS")

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

S-5
<PAGE>

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.

BRADY BONDS

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

S-6
<PAGE>

continue to be outstanding, at which time the face amount of the collateral will
equal the principal payments which would have then been due on the Brady Bonds
in the normal course.

Based upon current market conditions, a Fund would not intend to purchase Brady
Bonds which, at the time of investment, are in default as to payment. However,
in light of the residual risk of Brady Bonds and, among other factors, the
history of default with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds, investments in Brady Bonds are to be
viewed as speculative. A substantial portion of the Brady Bonds and other
sovereign debt securities in which the Emerging Markets Debt Fund invests are
likely to be acquired at a discount, which involves certain additional
considerations.

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

CONVERTIBLE SECURITIES

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

DERIVATIVES

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

S-7

<PAGE>

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.

EUROBONDS

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

FIXED INCOME SECURITIES

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

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

FORWARD FOREIGN CURRENCY CONTRACTS

The Funds may enter into forward foreign currency contracts to manage foreign
currency exposure and as a hedge against possible variations in foreign exchange
rates. The Funds may enter into forward foreign currency contracts to hedge a
specific security transaction or to hedge a portfolio position. These contracts
may be bought or sold to protect the Funds, to some degree, against possible
losses resulting from an adverse change in the relationship between foreign
currencies and the U.S. dollar. The Funds also may invest in foreign currency
futures and in options on currencies. Forward foreign currency contracts involve
an obligation to purchase or sell a specified currency at a future date at a
price set at the time of the contract. A Fund may enter into a contract to sell,
for a fixed amount of U.S. dollars or other appropriate currency, the

S-8
<PAGE>

amount of foreign currency approximating the value of some or all of the Fund's
securities denominated in such foreign currency. Forward currency contracts do
not eliminate fluctuations in the values of portfolio securities but rather
allow a Fund to establish a rate of exchange for a future point in time. At the
maturity of a forward contract, the Fund may either sell a Fund security and
make delivery of the foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign currency by
purchasing an "offsetting" contract with the same currency trader, obligating it
to purchase, on the same maturity date, the same amount of the foreign currency.
The Fund may realize a gain or loss from currency transactions.

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

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

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

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

S-9
<PAGE>

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

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

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

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

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

ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the price at which they are being carried on a
Fund's books. Illiquid securities include demand instruments with demand notice
periods exceeding seven days, securities for which there is no active secondary
market, and repurchase agreements with maturities of over seven days in length.
The Funds may invest in securities that are neither listed on a stock exchange
nor traded over-the-counter, including privately placed securities. Investing in
such unlisted emerging country equity securities, including investments in new
and early stage companies, may involve a high degree of business and financial
risk that can result in substantial losses. As a result of the absence of a
public trading market for these securities, they may be less

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liquid than publicly traded securities. Although these securities may be resold
in privately negotiated transactions, the prices realized from these sales could
be less than those originally paid by the Fund, or less than what may be
considered the fair value of such securities. Further, companies whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements which might be applicable if their
securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Fund may be required to bear the expenses of registration.

In addition, the Funds believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements, unlisted securities
and other similar situations (collectively, "special situations") could enhance
the Fund's capital appreciation potential. To the extent these investments are
deemed illiquid, the Funds' investment in them will be consistent with its 15%
restriction on investment in illiquid securities. Investments in special
situations and certain other instruments may be liquid, as determined by the
Funds' advisers based on criteria approved by the Board of Trustees.

INITIAL PUBLIC OFFERINGS ("IPOS")

Due to the typically small size of the IPO allocation available to the Funds and
the nature and market capitalization of the companies involved in IPOs, the
Adviser will often purchase IPO shares that would qualify as a permissible
investment for a Fund but will, instead, decide to allocate those IPO purchases
to other Funds the Adviser advises. Because IPO shares frequently are volatile
in price, the Funds may hold IPO shares for a very short period of time. This
may increase the turnover of a Fund's portfolio and may lead to increased
expenses to a Fund, such as commissions and transaction costs. By selling
shares, a Fund may realize taxable capital gains that it will subsequently
distribute to shareholders.

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

INTERNET SECURITIES

Internet and Internet-related companies are generally subject to a rate of
change in technology which is higher than other industries and often requires
extensive and sustained investment in research and development. As a result,
Internet and Internet-related companies are exposed to the risk of rapid product
obsolescence. Changes in governmental policies, such as telephone and cable
regulations and anti-trust enforcement, and the need for regulatory approvals
may have an adverse effect on the products, services and securities of Internet
and Internet-related companies.

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Internet and Internet-related companies may also produce or use products or
services that prove commercially unsuccessful. In addition, intense worldwide
competitive pressures and changing demand, evolving industry standards,
challenges in achieving product capability, loss of patent protection or
proprietary rights, reduction or interruption in the supply of key components,
changes in strategic alliances, frequent mergers or acquisitions or other
factors can have a significant effect on the financial conditions of companies
in these industries. Competitive pressures in the Internet and Internet-related
industries may affect negatively the financial condition of Internet and
Internet-related companies. Internet and Internet-related companies are also
subject to the risk of service disruptions, and the risk of losses arising out
of litigation related to these losses. Many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories, and are currently operating at a loss and may never be profitable. In
certain instances, Internet and Internet-related securities may experience
significant price movements caused by disproportionate investor optimism or
pessimism with little or no basis in fundamental economic conditions. As a
result of these and other reasons, investments in the Internet and
Internet-related industry can experience sudden and rapid appreciation and
depreciation.

INVESTMENT COMPANY SHARES

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

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

LOWER RATED SECURITIES

The Funds may invest in lower-rated bonds commonly referred to as "junk bonds"
or high-yield/high-risk securities. Lower rated securities are defined as
securities rated below the fourth highest rating category by a nationally
recognized statistical rating organization ("NRSRO"). Such obligations are
speculative and may be in default. There may be no bottom limit on the ratings
of high-yield securities that may be purchased or held by a Fund. Lower rated or
unrated (i.e., high yield) securities are more likely to react to developments
affecting issuers than are more highly rated securities, which primarily react
to movements in the general level of interest rates. The market values of
fixed-income securities tend to vary inversely with the level of interest rates.
Yields and market values of high yield securities will fluctuate over time,
reflecting not only changing interest rates but the market's perception of
credit quality and the

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outlook for economic growth. When economic conditions appear to be
deteriorating, medium to lower rated securities may decline in value due to
heightened concern over credit quality, regardless of prevailing interest rates.
Investors should carefully consider the relative risks of investing in high
yield securities and understand that such securities are not generally meant for
short-term investing.

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

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

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

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

PAYMENT EXPECTATIONS: High-yield, high-risk bonds may contain redemption or call
provisions. If an issuer exercised these provisions in a declining interest rate
market, the Fund would have to

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

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

MONEY MARKET INSTRUMENTS

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

OBLIGATIONS OF SUPRANATIONAL ENTITIES

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

OPTIONS

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

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<PAGE>

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 therefore. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

A Fund may write covered call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make the exercise of the
option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will 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.

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<PAGE>

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

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

PORTFOLIO TURNOVER

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

RECEIPTS

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

REITS

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

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

A Fund may be subject to certain risks associated with the direct investments of
the REITs. REITs may be affected by changes in the of their underlying
properties and by defaults by

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

REPURCHASE AGREEMENTS

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

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

RIGHTS

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

RULE 144A SECURITIES

Rule 144A securities are securities exempt from registration on resale pursuant
to Rule 144A under the 1933 Act. Rule 144A securities are traded in the
institutional market pursuant to this registration exemption, and, as a result,
may not be as liquid as exchange-traded securities since they may only be resold
to certain qualified institutional investors. Due to the relatively limited size
of this institutional market, these securities may affect the Fund's liquidity
to the extent that qualified institutional buyers become, for a time,
uninterested in purchasing such securities. Unregistered securities sold in
reliance on the exemption from registration in Section 4(2) of the

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1933 Act and securities exempt from registration on re-sale pursuant to Rule
144A of the 1933 Act may be treated as liquid securities under procedures
adopted by the Board of Trustees.

SECURITIES LENDING

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

SECURITIES OF FOREIGN ISSUERS

The Funds may invest in securities of foreign issuers with a strong U.S. trading
presence and in sponsored and unsponsored ADRs. Investments in the securities of
foreign issuers may subject the Funds to investment risks that differ in some
respects from those related to investments in securities of U.S. issuers. Such
risks include future adverse political and economic developments, possible
imposition of withholding taxes on income, possible seizure, nationalization or
expropriation of foreign deposits, possible establishment of exchange controls
or taxation at the source or greater fluctuation in value due to changes in
exchange rates. Foreign issuers of securities often engage in business practices
different from those of domestic issuers of similar securities, and there may be
less information publicly available about foreign issuers. In addition, foreign
issuers are, generally speaking, subject to less government supervision and
regulation than are those in the United States. Investments in securities of
foreign issuers are frequently denominated in foreign currencies and the value
of a Fund's assets measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and the Funds may incur costs in connection with conversions between various
currencies. Moreover, investments in emerging market nations may be considered
speculative, and there may be a greater potential for nationalization,
expropriation or adverse diplomatic developments (including war) or other events
which could adversely effect the economies of such countries or investments in
such countries.

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

In addition to the risks of investing in emerging market country debt
securities, a Fund's investment in government, government-related and
restructured debt instruments are subject to special risks, including the
inability or unwillingness to repay principal and interest, requests to

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reschedule or restructure outstanding debt, and requests to extend additional
loan amounts. A Fund may have limited recourse in the event of default on such
debt instruments.

SHORT SALES

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

SOVEREIGN DEBT

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

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

TELECOMMUNICATIONS SECURITIES

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

U.S. GOVERNMENT AGENCY OBLIGATIONS

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

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U.S. GOVERNMENT SECURITIES

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

U.S. TREASURY OBLIGATIONS

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

VARIABLE AND FLOATING RATE INSTRUMENTS

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

WARRANTS

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

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

YANKEE OBLIGATIONS

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

S-20
<PAGE>

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

ZERO COUPON SECURITIES

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

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

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

With exceptions as indicated, 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. This limitation
does not apply to the Top 20 Value, Tax Managed U.S. Equity, New Energy
& Power Technology and Healthcare and Biotechnology 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 New Energy & Power
Technology and Future Financial Services Funds, which are
non-diversified funds that spread their investments among many
companies.

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.

S-21

<PAGE>

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

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including
REITs), commodities, or commodities contracts; and (ii) commodities
contracts relating to financial instruments, such as financial futures
contracts and options on such contracts.

6. Issue senior securities as defined in the 1940 Act except as permitted
by rule, regulation or order of the SEC.

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

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.

S-22
<PAGE>

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 September 30, 2000, the Adviser had discretionary management
authority with respect to approximately $12 billion of assets. The Adviser has
provided investment advisory services to investment companies since 1992.

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

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

ANALYST SECTOR
Frank Sustersic Healthcare & Biotechnology and Medical
Chris Perry Financial Services
John Hammerschmidt Energy, Power Technology and Natural
Resources

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

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

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

S-23
<PAGE>

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, 1998, 1999, and 2000 the Future
Financial Services Fund paid (had waived and/or reimbursed) the following
advisory fees:

<TABLE>
<CAPTION>
--------------------------- -------------------------------------------- -------------------------------------------
Advisory Fees Paid Advisory Fees Waived
-------------- -------------- -------------- ------------- ------------- ---------------
1998 1999 2000 1998 1999 2000
--------------------------- -------------- -------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Future Financial Services $6,305 $82,818 $0 $131,214 $6,822 $129,937
--------------------------- -------------- -------------- -------------- ------------- ------------- ---------------
</TABLE>

As of __________, the Healthcare & Biotechnology, New Energy and Power
Technology, Small Cap Value, Top 20 Value and Tax Managed US Equity Funds had
not commenced operations and did not pay advisory fees for the fiscal year ended
September 30, 2000.

As described in the prospectus, the following 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 Excess Base Advisory Fee Highest Possible Lowest Possible
Performance Advisory Fee Advisory Fee
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
New Energy & Power +/- 3.0% 1.00% 1.25% 0.75%
Technology
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
Healthcare & +/- 3.0% 1.00% 1.25% 0.75%
Biotechnology
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
Small Cap Value Russell 2000 +/- 3.0% 1.10% 1.50% 0.70%
Value Index
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
Top 20 Value Russell 1000 +/- 3.0% 1.00% 1.25% 0.75%
Value Index
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
Future Financial +/- 3.0% 1.00% 1.25% 0.75%
Services
----------------------- ---------------- ------------------ ------------------ ------------------ ------------------
</TABLE>

S-24
<PAGE>

The performance adjustment works as follows: If the Top 20 Value Fund
outperforms the Russell 1000 Value Index, its benchmark, by more than 3.0%,
Turner's advisory fees will increase from 1.00% to 1.25%. If, however, the Fund
underperforms its benchmark by 3.0%, Turner's advisory fees would go down to
0.75%. These performance-based fees will only be charged once a Fund has been in
operation for at least one year, and will comply with all applicable SEC rules.

THE ADMINISTRATOR

The Trust and SEI Investments Mutual Funds Services (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of three (3) years
after the effective date of the agreement and shall continue in effect for
successive periods of one (1) year unless terminated by either party on not less
than 90 days' prior written notice to the other party. The continuance of the
Administration Agreement must be specifically approved at least annually (i) by
the vote of a majority of the Trustees or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) by the vote of a majority of
the Trustees of the Trust who are not parties to the Administration Agreement or
an "interested person" (as that term is defined in the 1940 Act) of any party
thereto, cast in person at a meeting 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 Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of fund 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 including, but without
limitation: The Achievement Funds

S-25
<PAGE>

Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds,
Inc., The Arbor Fund, ARK Funds, Armada Funds, The Armada Advantage Fund, Bishop
Street Funds, CNI Charter Funds, The Expedition Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Strategy Funds,
Inc., First Omaha Funds, Inc., Friends Ivory Funds, HighMark Funds, Huntington
Funds, Huntington VA Funds, iShares, Inc., iShares Trust, JohnsonFamily Funds,
Inc., Millenium Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG
Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset
Allocation Trust, Pitcairn Funds,SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, UAM
Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II.

For the fiscal years ended September 30, 1998, 1999, and 2000 the Future
Financial Services Fund paid the following administrative fees (net of waivers):

<TABLE>
<CAPTION>
------------------------------- ----------------------------------------------------------
Administrative Fees Paid
------------------- ------------------- ------------------
1998 1999 2000
------------------------------- ------------------- ------------------- ------------------
------------------------------- ------------------- ------------------- ------------------
<S> <C> <C>
Future Financial Services Fund $35,209(1) $67,440
------------------------------- ------------------- ------------------- ------------------
</TABLE>

As of ________, 2001, the Healthcare & Biotechnology, New Energy and Power
Technology, Small Cap Value, Top 20 Value, and Tax Managed US Equity Fund had
not commenced operations and did not pay administrative fees for the fiscal year
ended September 30, 2000.

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 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 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").

S-26
<PAGE>

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 to one or more mutual funds for
which SEI Investments Company or its affiliates act as investment manager,
administrator or distributor.

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** - Self-employed, Consultant since
1999. Senior Vice President of Human Resources of Frontier Corporation
(telecommunications company), (1993-1999).

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

S-27
<PAGE>

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.

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.

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.

WILLIAM E. ZITELLI, JR. (DOB 6/14/68) - Vice President and Assistant Secretary -
Vice President and Assistant Secretary of the Administrator and Distributor
since August 2000. Vice President, Merrill Lynch & Co. Asset Management Group
(1998 - 2000). Associate at Pepper Hamilton LLP (1997-1998). Associate at
Reboul, MacMurray, Hewitt, Maynard & Kristol (1994-1997).

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

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

TONI C. NEFF (DOB 04/15/68) - Vice President and Assistant Secretary- Compliance
Officer for Turner since March 2000. Analyst for the Penn Mutual Life Insurance
Co. (October 1999-January 2000). Compliance Officer for Capital Analysts Inc.
(February 1999-October 1999). Securities Industry Examiner, NASD Regulation
(September 1997-February 1999). Law Clerk at Bealsy, Casey & Erbstein (October
1996-September 1997).

BRIAN M. FERKO (DOB 05/6/71) - Vice President & Assistant Secretary - Product
Manager for the Turner Funds since 1997. Relationship Manager, SEI Investments
(1995-1997). Registered Representative for the Distributor since 1995.

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

S-28
<PAGE>

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

JAMES N'DIAYE (DOB 09/11/66) - Assistant Secretary - 1701 Market Street,
Philadelphia, Pennsylvania 19103, Associate, Morgan, Lewis & Bockius LLP since
May 2000. Assistant General Counsel, ING Group (1999-2000). Senior Counsel,
Dreyfus Corporation (1997-1999). Assistant General Counsel, Prudential
Securities (1994-1997).

The following table exhibits Trustee compensation for the fiscal year ended
September 30, 2000.

<TABLE>
<CAPTION>
-------------------------------- ---------------------- ------------------ -------------- --------------------------
Name of Person, Aggregate Pension or Estimated Total Compensation From
Position Compensation From Retirement Annual Registrant and Fund
Registrant for the Benefits Accrued Benefits Upon Complex Paid to Trustees
Fiscal Year Ended as Part of Fund Retirement for the Fiscal Year Ended
September 30, 2000 Expenses September 30, 2000
-------------------------------- ---------------------- ------------------ -------------- --------------------------
<S> <C> <C>
Robert Turner* $___ N/A N/A $___ for service on two
Boards
-------------------------------- ---------------------- ------------------ -------------- --------------------------
Richard A. Hocker* $___ N/A N/A $___ for service on one
Board
-------------------------------- ---------------------- ------------------ -------------- --------------------------
Michael E. Jones* $___ N/A N/A $___ for service on one
Board
-------------------------------- ---------------------- ------------------ -------------- --------------------------
Alfred C. Salvato** $___ N/A N/A $___ for service on two
Boards
-------------------------------- ---------------------- ------------------ -------------- --------------------------
Janet F. Sansone** $___ N/A N/A $___ for service on one
Board
-------------------------------- ---------------------- ------------------ -------------- --------------------------
John T. Wholihan** $___ N/A N/A $___ for service on one
Board
-------------------------------- ---------------------- ------------------ -------------- --------------------------
<FN>
* 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.

</FN>
</TABLE>
The Trustees and Officers of the Trust own less than 1% of the outstanding
shares of the Trust.

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Trust may advertise yield and total return of the Funds.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made concerning actual
future yields or returns. The yield of a Fund refers to the annualized income
generated by an investment in the Fund over a specified 30-day period. The yield
is calculated by assuming that the income generated by the investment during
that 30-day period is generated in each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

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

The total return of a Fund refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including but not limited
to, the period from which the

S-29
<PAGE>

Fund commenced operations through the specified date), assuming that the entire
investment is redeemed at the end of each period. In particular, total return
will be calculated according to the following formula: P (1 + T)n = ERV, where P
= a hypothetical initial payment of $1,000; T = average annual total return; n =
number of years; and ERV = ending redeemable value, as of the end of the
designated time period, of a hypothetical $1,000 payment made at the beginning
of the designated time period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the 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.

S-30
<PAGE>

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

TAXES

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

FEDERAL INCOME TAX

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

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

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

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

S-31
<PAGE>

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

S-32
<PAGE>

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

S-33
<PAGE>

portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to a Fund or account generating the brokerage, and there can be no
guarantee that the Adviser will find all of such services of value in advising
that Fund.

It is expected that the Funds may execute brokerage or other agency transactions
through the Distributor, which is a registered broker-dealer, for a commission
in conformity with the 1940 Act, the Securities Exchange Act of 1934 and rules
promulgated by the SEC. Under these provisions, the Distributor is permitted to
receive and retain compensation for effecting portfolio transactions for a Fund
on an exchange if a written contract is in effect between the Trust and the
Distributor expressly permitting the Distributor to receive and retain such
compensation. These rules further require that commissions paid to the
Distributor by a Fund for exchange transactions not exceed "usual and customary"
brokerage commissions. The rules define "usual and customary" commissions to
include amounts which are "reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.

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

VOTING

Each share held entitles the shareholder of record to one vote for each dollar
invested. In other words, each shareholder of record is entitled to one vote for
each dollar of net asset value of the shares held on the record date for the
meeting. Shares issued by each Fund have no preemptive, conversion, or
subscription rights. Each whole share shall be entitled to one vote and each
fractional share shall be entitled to a proportionate fractional vote. Each
Fund, as a separate series of the Trust, votes separately on matters affecting
only that Fund. Voting rights are not cumulative. Shareholders of each Class of
each Fund will vote separately on matters pertaining solely to that Fund or that
Class. As a Massachusetts business trust, the Trust is not required to hold
annual meetings of shareholders, but approval will be sought for certain changes
in the operation of the Trust and for the election of Trustees under certain
circumstances.

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

S-34
<PAGE>

approval means the vote of (1) 67% or more of the affected Fund's shares present
at a meeting if the holders of more than 50% of the outstanding shares of the
Fund are present or represented by proxy, or (ii) more than 50% of the affected
Fund's outstanding shares, whichever is less.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents an
equal proportionate interest in that portfolio with each other share. Shares are
entitled upon liquidation to a PRO RATA share in the net assets of the
portfolio, after taking into account additional distribution and shareholder
servicing expenses attributable to the Class II Shares. Shareholders have no
preemptive rights. The Declaration of Trust provides that the Trustees of the
Trust may create additional series of shares or separate classes of funds. All
consideration received by the Trust for shares of any portfolio or separate
class and all assets in which such consideration is invested would belong to
that portfolio or separate class and would be subject to the liabilities related
thereto. Share certificates representing shares will not be issued.

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

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

CUSTODIAN

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

S-35
<PAGE>

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

S-36
<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

A-1
<PAGE>

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.

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

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

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

A-3
<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits

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

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

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

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

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

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

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

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

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

C-1
<PAGE>

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

(d)(8) Amended Schedule to the Investment Advisory Agreement between
the Registrant and Turner Investment Partners, Inc., filed
herewith.

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

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

(f) Not applicable.

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

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

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

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

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

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

C-2
<PAGE>

(m) Not applicable.

(n) Rule 18f-3 plan, is incorporated by reference to Exhibit (n)
of the Registrant's Post- Effective Amendment No. 16 as filed
on March 31, 2000.

(o) Not applicable.

(p)(1) Code of Ethics for the Registrant,is incorporated by reference
to Exhibit (p)(1) of the Registrant's Post-Effective Amendment
No. 16 as filed on March 31, 2000.

(p)(2) Code of Ethics for Turner Investment Partners, Inc., is
incorporated by reference to Exhibit (p)(2) of the
Registrant's Post-Effective Amendment No. 16 as filed on March
31, 2000.

(p)(3) Code of Ethics for SEI Investments Distribution Co., is
incorporated by reference to Exhibit (p)(3) of the
Registrant's Post-Effective Amendment No. 16 as filed on March
31, 2000.

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

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

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

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit
1 to the Registration Statement is incorporated by reference. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the

C-3
<PAGE>

shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.

Item 26. Business and Other Connections of Investment Advisers:

ADVISERS

TURNER INVESTMENT PARTNERS, INC.

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

<TABLE>
<CAPTION>
NAME AND POSITION WITH POSITION WITH OTHER
COMPANY OTHER COMPANY COMPANY
------------------------- -------------------------------- --------------------------
<S> <C> <C>
Stephen J. Kneeley SEI Investments Distribution Co. Registered Representative
Chief Operating Officer,
Secretary, President

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

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

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

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

CLOVER CAPITAL MANAGEMENT, INC.

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

C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
COMPANY OTHER COMPANY COMPANY
------------------------- -------------------------------- --------------------------
<S> <C> <C>
James G. Gould CCM Securities, Inc. VP, Registered Representative
Director & President
WealthNet LLC President, Director

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

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

WealthNet LLC Director, Investment Officer

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

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

PENN CAPITAL MANAGEMENT COMPANY, INC.

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

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
COMPANY OTHER COMPANY COMPANY
------------------------- -------------------------------- --------------------------
<S> <C> <C>
John J. Gallagher, Jr. Valley Forge Military Academy & Chairman of Board
Trustee College of Trustees

Kimberley Hocker
Trustee ---- ----

Kirsten Hocker
Trustee ---- ----

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

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

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

C-5
<PAGE>

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

C-6
<PAGE>

Item 27. Principal Underwriters:

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

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

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
CNI Charter Funds April 1, 1999
The Armada Advantage Fund May 1, 1999
Amerindo Funds, Inc. July 13, 1999
Huntington VA Funds October 15, 1999
Friends Ivory Funds December 16, 1999
iShares Inc. January 28,2000
SEI Insurance Products Trust March 29, 2000
iShares Trust April 25, 2000
Pitcairn Funds August 1, 2000
First Omaha Funds, Inc. October 1, 2000
JohnsonFamily Funds, Inc. November 1, 2000
Millenium Funds November 1, 2000

C-7
<PAGE>

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

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

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name With Underwriter With Registrant
--------------------- ------------------------------------------- ----------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Todd Cipperman Senior Vice President & General Counsel Vice President & Assistant Secretary
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Kevin P. Robins Senior Vice President --
Patrick K. Walsh Senior Vice President --
Wayne M. Withrow Senior Vice President --
Robert Aller Vice President --
Timothy D. Barto Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Scott Dellorfano Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Scott C. Fanatico Vice President & Managing Director --
Vic Galef Vice President & Managing Director --
Steven A. Gardner Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary Vice President & Assistant Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President Vice President & Assistant Secretary
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Alan H. Lauder Vice President --
Paul Lonergan Vice President & Managing Director --
Ellen Marquis Vice President --
Christina McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
Mark Nagle Vice President --

C-8
<PAGE>

Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spavanta Vice President --
Kathryn L. Stanton Vice President --
Lori L. White Vice President & Assistant Secretary --
William E. Zitelli, Jr. Vice President & Assistant Secretary Vice President & Assistant Secretary
</TABLE>

Item 28. Location of Accounts and Records:

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

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

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

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

SEI Investments Mutual Funds Services
Oaks, Pennsylvania 19456

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

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

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

C-9
<PAGE>

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

Item 29. Management Services: None.

Item 30. Undertakings: None

C-10
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 17 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 14th day of December 2000.

TIP FUNDS

By: /S/STEPHEN J. KNEELEY
Stephen J. Kneeley
President & Chief Executive Officer

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

<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee December 14, 2000
---------------------------
Robert E. Turner

* Trustee December 14, 2000
---------------------------
Richard A. Hocker

* Trustee December 14, 2000
---------------------------
Michael E. Jones

* Trustee December 14, 2000
---------------------------
Janet F. Sansone

* Trustee December 14, 2000
---------------------------
Alfred C. Salvato

* Trustee December 14, 2000
---------------------------
John T. Wholihan

/S/ STEPHEN J. KNEELEY President and Chief December 14, 2000
------------------------ Executive Officer
Stephen J. Kneeley

/S/ ROBERT DELLACROCE Controller and December 14, 2000
------------------------ Chief Financial
Robert DellaCroce Officer

By: /S/ STEPHEN J. KNEELEY December 14, 2000
--------------------------
Stephen J. Kneeley
Attorney-in-Fact
</TABLE>

C-11
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
NAME EXHIBIT
------------------------------------------------------------------------------------
<S> <C> <C>
Amended Schedule to the Investment Advisory Agreement EX-99. d(8)
</TABLE>
C-12