AMERINDO FUNDS INC, 497, 2000-06-06

AMERINDO FUNDS INC
497, 2000-06-06

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Rule 497(c)
Registration No. 333-00767

AMERINDOFUNDS

PROSPECTUS

May 30, 2000

Class A Shares
Class C Shares

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(THIS PAGE INTENTIONALLY LEFT BLANK)

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PROSPECTUS 1

AMERINDO FUNDS INC.
May 30, 2000 Class A Shares; Class C Shares
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Amerindo Technology Fund

Amerindo Internet B2B Fund

Amerindo Health & Biotechnology Fund

Each Fund's investment objective is to seek long-term capital appreciation.

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.

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Risk/Return Summary: Investments, Risks and Performance ..................... 2

Fee Table ................................................................... 6

Investment Objectives, Principal Investment Strategies and Related Risks .... 7

Additional Investment Information and Risk Factors .......................... 8

Management, Organization and Capital Structure .............................. 10

Pricing of Fund Shares ...................................................... 13

How to Purchase Shares ...................................................... 13

How to Redeem Shares ........................................................ 18

Exchanging Fund Shares ...................................................... 20

Dividends and Distributions ................................................. 20

Tax Consequences ............................................................ 21

Distribution Arrangements ................................................... 22

Financial Highlights Information ............................................ 24

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Amerindo Funds Inc. (the "Company") is currently composed of four portfolios.
This prospectus pertains to the Amerindo Technology Fund, the Amerindo Internet
B2B Fund and the Amerindo Health & Biotechnology Fund portfolios only.

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2 PROSPECTUS RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE

AMERINDO
Technology Fund
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Investment Objective

The Amerindo Technology Fund's investment objective is to seek long-term capital
appreciation. Current income is incidental to the Fund's investment objective.
There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies

The Amerindo Technology Fund seeks to achieve its investment objective by
investing at least 65% of its total assets (although the Fund intends, as a
non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of technology companies. Technology companies are those companies with
business operations in either the technology or science areas. Industries likely
to be represented in the portfolio include the Internet, computers, networking
and internetworking software, computer-aided design, telecommunications, media
and information services, medical devices and biotechnology. In addition to
investing at least 65% of its assets in technology companies, the Fund may also
invest in the stocks of companies that should benefit from the commercialization
of technological advances, although they may not be directly involved in
research and development.

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fund's shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly greater risks and therefore may
experience greater volatility than a fund that does not primarily invest in
the technology and science areas.

[o] Investments in companies in the rapidly changing fields of technology and
science face special risks such as competitive pressures and technological
obsolescence and may be subject to greater governmental regulation than
many other industries. In addition, certain companies in these fields may
never be profitable.

[o] Investments in smaller capitalized companies involve greater risks, such as
limited product lines, markets and financial or managerial resources.

[o] As a non-diversified fund, compared to other mutual funds, this Fund may
invest a greater percentage of its assets in a particular issuer. Because
the appreciation or depreciation of a single stock may have a greater
impact on the net asset value of a non-diversified fund, its share price
can be expected to fluctuate more than a comparable diversified fund.
Therefore, investors should consider this greater risk versus the safety
that comes with a more diversified portfolio.

Who May Want to Invest in the Amerindo Technology Fund

The Amerindo Technology Fund is designed for long-term investors who understand
and are willing to accept the risk of loss involved in investing in a fund
seeking long-term capital appreciation. Investors should consider their
investment goals, their time horizon for achieving them, and their tolerance for
risk before investing in the Fund. If you seek an aggressive approach to capital
growth and can accept the greater than average level of price fluctuations that
this Fund is expected to experience, this Fund could be an appropriate part of
your overall investment strategy. The Fund should not represent your complete
investment program or be used for short-term trading purposes.

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PROSPECTUS 3

AMERINDOFUNDS
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Risk/Return Bar Chart and Table

The following bar chart and table may assist in your decision to invest in the
Amerindo Technology Fund. The bar chart shows the average annual returns of
Class A shares of the Fund for the life of the Class. The table shows how the
Fundis Class A shares' average annual returns for the one-year and since
inceptions periods compare with that of the Hambrecht & Quist Growth Index.1
Past performance is not included for Class C shares because, as of December 31,
1999, Class C shares had less than one year of operating history. Technology
stocks during this period experienced stronger gains than the stock market as a
whole. Such strength may not exist in the future. While analyzing this
information, please note that the Amerindo Technology Fund's past performance is
not an indication of how Class A shares of the Fund will perform in the future.

[GRAPHIC]

In the printed version of the document,
a graph appears which depicts the following information:

Year-by-Year Total Return as of December 31(2),(3)
(Class A Shares)

300% ---------------------------------------------------------------------------
250.60%
250% ---------------------------------------------------------------------------

200% ---------------------------------------------------------------------------

150% ---------------------------------------------------------------------------

100% ---------------------------------------------------------------------------

50% ---------------------------------------------------------------------------

0% ---------------------------------------------------------------------------
1999

Best Quarter 3/31/99: 67.92% Worst Quarter 9/30/99: (8.78%)

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Average Annual Total Returns Past Since
(for the periods ending 12/31/99)(4),(5),(6) One Year Inception(7)
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Amerindo Technology Fund
Class A Shares 230.42% 227.11%
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Hambrecht & Quist
Growth Index(1) 180.12% 231.94%(8)
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(1) The Hambrecht & Quist Growth Index is a multiple-sector growth stock
composite comprised of the publicly traded stocks of approximately 275
companies that have annual revenues of less than $300 million. The Index
includes companies in the technology, healthcare services, branded
consumer, and Internet sectors. You may not invest in the Hambrecht & Quist
Growth Index and unlike the Fund, it does not incur fees or charges.

(2) Sales loads are not reflected in the year-by-year total return or in the
best and worst quarterly returns. If they were, returns would be less than
those shown.

(3) The year-to-date return for the Class A shares as of March 31, 2000 was
(0.72)%.

(4) Reflects 5.75% sales load.

(5) Shareholder Organizations may charge a fee to investors for purchasing or
redeeming shares. The net return to such investors may be less than if they
had invested in the Fund directly.

(6) Performance information for Class C shares will differ from Class A shares
due to differences in their sales loads and fees.

(7) The date of inception of the Class A shares was August 3, 1998.

(8) Since August 31, 1998.

The Board of Directors reserves the right at its discretion to close this Fund
to new investors at such time as it deems appropriate.

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4 PROSPECTUS

AMERINDO
Internet B2B Fund
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Investment Objective

The Amerindo Internet B2B Fund's investment objective is to seek long-term
capital appreciation. Current income is incidental to the Fund's investment
objective. There is no assurance that the Fund will achieve its investment
objective.

Principal Investment Strategies

The Amerindo Internet B2B Fund seeks to achieve its investment objective by
investing at least 65% of its total assets (although the Fund intends, as a
non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of technology companies in the Internet business to business ("B2B")
sector. B2B companies are those companies with primary business operations
enabling or managing through services, software or components, business to
business operations over the Internet. Investment strategy will focus on three
primary areas that are driving the growth of the Internet: infrastructure
software, telecommunications companies supporting B2B and pure B2B e-commerce
companies. In addition to investing at least 65% of its assets in technology
companies, the Fund may also invest in the stocks of companies that should
benefit from the commercialization of technological advances, although they may
not be directly involved in research and development.

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fundis shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly greater risks and therefore may
experience greater volatility than a fund that does not primarily invest in
the Internet sector.

[o] Investments in companies in the rapidly changing field of technology face
special risks such as competitive pressures and technological obsolescence
and may be subject to greater governmental regulation than many other
industries. In addition, certain companies in this industry may never be
profitable.

[o] Investments in smaller capitalized companies may involve greater risks,
such as limited product lines, markets and financial or managerial
resources.

Who May Want to Invest in the Amerindo Internet B2B Fund

The Amerindo Internet B2B Fund is designed for long-term investors who
understand and are willing to accept the risk of loss involved in investing in a
fund seeking long-term capital appreciation. Investors should consider their
investment goals, their time horizon for achieving them, and their tolerance for
risk before investing in the Fund. If you seek an aggressive approach to capital
growth and can accept the greater than average level of price fluctuations that
this Fund is expected to experience, this Fund could be an appropriate part of
your overall investment strategy. The Fund should not represent your complete
investment program or be used for short-term trading purposes

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PROSPECTUS 5

AMERINDO
Health & Biotechnology Fund
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Investment Objective

The Amerindo Health & Biotechnology Fund's investment objective is to seek
long-term capital appreciation. Current income is incidental to the Fund's
investment objective. There is no assurance that the Fund will achieve its
investment objective.

Principal Investment Strategies

The Amerindo Health & Biotechnology Fund seeks to achieve its investment
objective by investing at least 65% of its total assets (although the Fund
intends, as a non-fundamental policy, to invest at least 80% of its assets) in
the common stocks of companies in the health and biotechnology fields which, in
the opinion of the Advisor, have the potential for capital appreciation. The
health and biotechnology fields include technology (i.e., software) for
healthcare management, pharmaceuticals and healthcare services or devices.

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fund's shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly higher risks and therefore may
experience greater volatility than a fund that does not primarily invest in
the health and biotechnology fields.

[o] The healthcare industry is subject to government regulations and
governmental approval of products and services. This governmental
involvement can have a significant effect on price and availability of
products and services. The healthcare industry is also greatly affected by
rapid obsolescence. In addition, certain companies in this industry may
never be profitable.

[o] The biotechnology industry can be significantly affected by patent
considerations, intense competition, rapid technological change and
obsolescence. This industry can also be greatly affected by governmental
regulation. In addition, certain companies in this industry may never be
profitable.

[o] Investments in smaller capitalized companies may involve greater risks,
such as limited product lines, markets and financial or managerial
resources.

Who May Want to Invest in the Amerindo Health & Biotechnology Fund

The Amerindo Health & Biotechnology Fund is designed for long-term investors who
understand and are willing to accept the risk of loss involved in investing in a
fund seeking long-term capital appreciation. Investors should consider their
investment goals, their time horizon for achieving them, and their tolerance for
risks before investing in the Fund. If you seek an aggressive approach to
capital growth and can accept the greater than average level of price
fluctuations that this Fund is expected to experience, this Fund could be an
appropriate part of your overall investment strategy. The Fund should not
represent your complete investment program or be used for short-term trading
purposes.

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6 PROSPECTUS

AMERINDOFUNDS
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<TABLE>
<CAPTION>

Fee Table

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

Internet Health &
Technology Fund B2B Fund Biotechnology Fund
Class A Class C Class A Class C Class A Class C
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Shareholder Fees (fees paid directly from your investment)
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<S> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price) 5.75% None 5.75% None 5.75% None

Maximum Deferred Sales Charge (Load) for shares held less
than 1 year (as a percentage of the lesser of original
purchase price or redemption proceeds) None(1) 1.00% None(1) 1.00% None(1) 1.00%

Redemption Fees for shares held less than 1 year
(as a percent of amount redeemed) 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%

Exchange Fees None None None None None None

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Annual Fund Operating Expenses(2) (expenses that are deducted from Fund assets)
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Management Fees 1.50% 1.50% 1.50% 1.50% 1.50% 1.50%

Distribution and/or Service (12b-1) Fees 0.25% 1.00% 0.25% 1.00% 0.25% 1.00%

Other Expenses 0.54% 1.00%(3) 0.34%(3) 0.34%(3) 1.71%(3) 1.71%(3)
---- ---- ---- ---- ---- ----
Total Annual Fund Operating Expenses 2.29% 3.50% 2.09% 2.84% 3.46% 4.21%

Fee Waiver/Expense Reimbursement .04% .50% 1.21% 1.21%
---- ---- ---- ----
Net Total Annual Fund Operating Expenses 2.25% 3.00% 2.25% 3.00%
</TABLE>

(1) Class A share purchases of $1 million or more may be subject to a
contingent deferred sales charge. See "For Class A Shareholders Only
Reduction or Elimination of Sales Loads."

(2) The Advisor is contractually obligated to waive its fees and to reimburse
any expenses to the extent that the Total Annual Fund Operating Expenses
exceed 2.25% for Class A shares and 3.00% for Class C shares. This Expense
Limitation Agreement will terminate on October 31, 2000. With respect to
the Amerindo Technology Fund Class A shares, the Advisor reimbursed the
Fund 0.04% of the Advisoris fee. After this reimbursement, the "Management
Fees" were 1.46% for the Class A shares. Additionally, with respect to the
Amerindo Technology Fund, the fee table has been restated to reflect that,
effective November 2, 1999, Class A shares Rule 12b-1 fees were lowered to
.25%. For the fiscal year ended October 31, 1999, the Amerindo Technology
Fundis Class A shares Rule 12b-1 fees were .50% and the "Total Fund
Operating Expenses" were 2.54%.

(3) Other Expenses are based on estimated amounts for the current fiscal year.
<TABLE>
<CAPTION>
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Example
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Year 1 Year 3 Year 5 Year 10
<S> <C> <C> <C> <C> <C>
This example is intended to help you compare the cost of Technology Fund
investing in the Funds with the cost of investing in other mutual Class A $790 $1,238 $1,711 $3,011
funds. The Example assumes that you invest $10,000 in a Fund over Class C $303 $ 927 -- --
the time periods indicated and then redeem all of your shares at Internet B2B Fund
the end of those periods. The Example also assumes that your Class A $775 $1,192 -- --
investment has a 5% return each year and that a Fund's operating Class C $287 $ 880 -- --
expenses remain the same. The information would be the same if you Health & Biotechnology Fund
did not redeem your shares. Although your actual costs may be Class A $790 $1,238 -- --
higher or lower, based on these assumptions your costs would be: Class C $303 $ 927 -- --
</TABLE>

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PROSPECTUS 7

AMERINDOFUNDS
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Investment Objectives,
Principal Investment
Strategies and Related Risks

Investment Objective.

Each Fund's investment objective is to seek long-term capital appreciation.
There can be no assurance that a Fund's investment objective will be achieved.
The investment objective is fundamental to a Fund and may not be changed without
shareholder approval. Current income is incidental to a Fund's investment
objective.

The following information applies to the Amerindo Technology Fund and the
Amerindo Internet B2B Fund:

Principal Investment Strategies.

Each Fund seeks to achieve its investment objective by investing at least 65% of
its assets (although each Fund intends, as a non-fundamental policy, to invest
at least 80% of its assets) in the common stocks of technology companies. With
respect to the Amerindo Technology Fund, technology companies are those
companies with business operations in either the technology or science areas.
Industries likely to be represented in the portfolio include the Internet,
computers, networking and internetworking software, computer-aided design,
telecommunications, media and information services, medical devices and
biotechnology.

With respect to the Amerindo Internet B2B Fund, such technology companies will
be in the Internet business to business ("B2B") sector. B2B companies are those
companies with primary business operations enabling or managing through
services, software or components business to business operations over the
Internet.

In addition to investing at least 65% of its assets in technology companies,
each Fund may also invest in the stocks of companies that should benefit from
the commercialization of technological advances, although they may not be
directly involved in research and development.

The following information applies to the Amerindo Health & Biotechnology Fund:

Principal Investment Strategies.

The Amerindo Health & Biotechnology Fund seeks to achieve its investment
objectives by investing at least 65% of its assets (although the Fund intends,
as a non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of companies in the health and biotechnology fields which, in the opinion
of the Advisor, have the potential for capital appreciation. The health and
biotechnology fields include technology (i.e., software) for healthcare
management, pharmaceuticals and healthcare services or devices.

The following information applies to each of the Funds:

The Advisor believes that because of rapid advances in technology, science,
healthcare and biotechnology, an investment in companies with business
operations in these areas will offer substantial opportunities for long-term
capital appreciation. Of course, prices of common stocks of even the best
managed, most profitable corporations are subject to market risk, which means
their stock prices can decline. In addition, swings in investor psychology or
significant trading by large institutional investors can result in price
fluctuations.

The technology, science, healthcare and biotechnology areas have exhibited and
continue to demonstrate rapid growth due to the mass adoption of the Internet,
increasing demand for existing products and services and the broadening of the
technology market. In general, the stocks of large capitalized companies that
are well established in the technology market can be expected to grow with the
market and will frequently be found in the portfolio of each Fund. The expansion
of technology, science, healthcare and biotechnology areas, however, also
provides a favorable environment for investment in small to medium capitalized
companies. A Fund's investment policy is not limited to any minimum
capitalization requirement and each Fund may hold securities without regard to
the capitalization of the issuer. The Advisor's overall stock

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8 PROSPECTUS

AMERINDOFUNDS
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selection for each Fund is not based on the capitalization or size of the
company but rather on an assessment of the company's fundamental prospects. The
Funds will not purchase stocks of companies during their initial public offering
or during an additional public offering of the same security. The Advisor
anticipates, however, that a significant portion of each Fund's holdings will be
invested in newly-issued securities being sold in the secondary market.

Although each Fund will primarily invest in common stocks issued by U.S.
companies, each Fund also may invest in other types of securities such as
convertible stocks, preferred stocks, bonds and warrants, when the investment in
such securities is considered consistent with each Fund's investment objective
by the Advisor.

A Fund will not invest more than 20% of its total assets in convertible stocks,
preferred stocks, bonds and warrants. The bonds in which the Funds may invest
are not required to be rated by a recognized rating agency. As a matter of
policy, however, the Funds will invest only in "investment grade" debt
securities (i.e., rated within the four highest ratings categories by a
nationally recognized statistical rating organization, e.g., BBB or higher by
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P"), Baa or higher by Moody's Investor Service, Inc. ("Moody's"), BBB
or higher by Fitch Investors Services, Inc. ("Fitch"), or BBB or higher by Duff
& Phelps Credit Rating Co.) or, in the case of unrated securities, debt
securities that are, in the opinion of the Advisor, of equivalent quality to
"investment grade" securities. Such securities may have speculative
characteristics. In addition, the Funds will not necessarily dispose of any
securities that fall below investment grade based upon the Advisor's
determination as to whether retention of such a security is consistent with the
Fund's investment objective, provided, however, that such securities do not
exceed 5% of a Fund's total assets.

Buy/Sell Decisions.
The Funds' investment advisor considers the following factors when buying and
selling securities for each Fund: (i) the value of individual securities
relative to other investment alternatives, (ii) trends in the variables that
determine corporate profits, (iii) corporate cash flow, (iv) balance sheet
changes, (v) management capability and practices and (vi) the economic and
political outlook.

Portfolio Turnover.
Purchases and sales are made for each Fund whenever necessary, in the Advisor's
opinion, to meet each Fund's investment objective, other investment policies,
and the need to meet redemptions. Each Fund will minimize portfolio turnover
because it will not seek to realize profits by anticipating short-term market
movements and intends to buy securities for long-term capital appreciation under
ordinary circumstances. The turnover rate for the Amerindo Technology Fund Class
A shares for the fiscal year ended October 31, 1999 was 170%. The turnover rate
for the twelve months ended December 31, 1999 was 125%. Portfolio turnover may
involve the payment by a Fund of dealer spreads or underwriting commissions, and
other transaction costs, on the sale of securities, as well as on the investment
of the proceeds in other securities. The greater the portfolio turnover the
greater the transaction costs to a Fund which could have an adverse effect on a
Fundis total rate of return. A greater portfolio turnover rate will also result
in a greater rate of gain or loss recognition for tax purposes, and can
accelerate the time at which shareholders must pay tax on any gains realized by
the Fund.

Additional Investment Information and Risk Factors

The Technology and Science Areas.
Companies in the rapidly changing fields of technology and science face special
risks. For example, their products or services may not prove commercially
successful or may become obsolete quickly. The value of a Fund's shares may be
susceptible to factors affecting the technology and science areas and to greater
risk and market fluctuation than an investment in a fund that invests in a
broader range of portfolio securities not concentrated in any particular
industry. As such, a Fund is not an appropriate investment for individuals who
are not long-term investors and who, as their primary objective,

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PROSPECTUS 9

AMERINDOFUNDS
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require safety of principal or stable income from their investments. The
technology and science areas may be subject to greater governmental regulation
than many other areas and changes in governmental policies and the need for
regulatory approvals may have a material adverse effect on these areas.
Additionally, companies in these areas may be subject to risks of developing
technologies, competitive pressures and other factors and are dependent upon
consumer and business acceptance as new technologies evolve.

The Healthcare and Biotechnology Areas.
The healthcare industry is subject to government regulation and government
approval of products and services, which could have a significant effect on
price and availability. Furthermore, the types of products or services produced
or provided by healthcare companies can quickly become obsolete. The
biotechnology industry can be significantly affected by patent consideration,
intense competition, rapid technological change and obsolescence, and government
regulation. Biotechnology companies may have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic.

Concentration.
The volatile nature of the technology, science, healthcare and biotechnology
areas could cause price appreciation in a particular security or securities that
results in that investment increasing its concentration in the portfolio, in
some cases, well above the level at which it was originally purchased. For
instance, even though an investment may have been purchased at a time when it
represented less than 25% of a portfolio, appreciation may cause that
concentration to be significantly greater than 25% at various times in a rising
market.

The Advisor reviews the positions of each Fund on a regular basis to ensure that
all tax and regulatory requirements are maintained. In instances where the value
of an investment has risen above 25%, the Advisor will evaluate the
appropriateness of that level of investment in light of the overall investment
strategy of a Fund and applicable regulatory and tax implications.

Smaller Capitalized Companies.
The Advisor believes that smaller capitalized companies generally have greater
earnings and sales growth potential than larger capitalized companies. The level
of risk will be increased to the extent that a Fund has significant exposure to
smaller capitalized or unseasoned companies (those with less than a three-year
operating history). Investments in smaller capitalized companies may involve
greater risks, such as limited product lines, markets and financial or
managerial resources. In addition, less frequently-traded securities may be
subject to more abrupt price movements than securities of larger capitalized
companies.

Borrowing.
Each Fund may, from time to time, borrow money from banks for temporary,
extraordinary or emergency purposes. Such borrowing will not exceed an amount
equal to one-third of the value of a Fund's total assets less its liabilities
and will be made at prevailing interest rates. A Fund may not, however, purchase
additional securities while borrowings exceed 5% of its total assets.

Illiquid Securities.
Each Fund may invest up to 15% of its net assets in illiquid securities,
including restricted securities (i.e., securities subject to certain
restrictions on their transfer) and other securities that are not readily
marketable, such as repurchase agreements maturing in more than one week,
provided, however, that any illiquid securities purchased by a Fund will have
been registered under the Securities Act of 1933 or be securities of a class, or
convertible into a class, which is already publicly traded and the issuer of
which is filing reports required by Section 13 or 15 of the Securities Exchange
Act of 1934.

Temporary Investments.
When the Advisor believes that adverse business or financial conditions warrant
a temporary defensive position, a Fund may invest up to 100% of its assets in
short-term instruments such as commercial paper, bank certificates of deposit,
bankersi acceptances, variable rate demand instruments or repurchase agreements
for such securities and securities of the U.S. Government and

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10 PROSPECTUS

AMERINDOFUNDS
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its agencies and instrumentalities, as well as cash and cash equivalents
denominated in foreign currencies. Investments in domestic bank certificates of
deposit and bankers' acceptances will be limited to banks that have total assets
in excess of $500 million and are subject to regulatory supervision by the U.S.
Government or state governments. While taking a defensive position, a Fund may
not achieve its investment objective.

Repurchase Agreements.
A Fund's portfolio position in cash or cash equivalents may include entering
into repurchase agreements. A repurchase agreement is an instrument under which
an investor purchases a U.S. Government security from a vendor, with an
agreement by the vendor to repurchase the security at the same price, plus
interest at a specified rate. Repurchase agreements may be entered into with
member banks of the Federal Reserve System or "primary dealers" (as designated
by the Federal Reserve Bank of New York) in U.S. Government securities.
Repurchase agreements usually have a short duration, often less than one week.
Each Fund requires continual maintenance by the Funds' custodian of the market
value of underlying collateral in amounts equal to, or in excess of, the value
of the repurchase agreement including the agreed upon interest. If the
institution defaults on the repurchase agreement, a Fund will retain possession
of the underlying securities. In addition, if bankruptcy proceedings are
commenced with respect to the seller, realization on the collateral by a Fund
may be delayed or limited and a Fund may incur additional costs. In such case
the Fund will be subject to risks associated with changes in the market value of
the collateral securities. Each Fund intends to limit repurchase agreements to
transactions with institutions believed by the Advisor to present minimal credit
risk. Repurchase agreements may be considered to be loans under the Investment
Company Act of 1940, as amended.

Non-Diversified Status.
A "non-diversified" fund has the ability to take larger positions in a smaller
number of issuers. Because the appreciation or depreciation of a single stock
may have a greater impact on the net asset value of a non-diversified fund, its
share price can be expected to fluctuate more than a comparable diversified
fund. This fluctuation, if significant, may affect the performance of a Fund.

Management, Organization and Capital Structure

Advisor.
Amerindo Investment Advisors Inc. (the "Advisor" or "Amerindo"), a registered
investment advisor, is a California corporation with its principal office
located at One Embarcadero, Suite 2300, San Francisco, California 94111. The
Advisor, an emerging growth stock manager specializing in the technology and
healthcare sectors, had assets under management of approximately $5.8 billion as
of December 31, 1999. Alberto W. Vilar and Dr. Gary A. Tanaka are primarily
responsible for the day-to-day management of the Fundis portfolio. Their
biographies are as follows:

Alberto W. Vilar, 59, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since its inception in 1996. He began his
career with Citibank N.A. in New York in 1964 and worked there as an
International Credit Officer until 1967. From 1967 to 1971, he served as Vice
President, Portfolio Manager and Manager of the Investment Management Division
of Drexel Burnham Lambert in New York. From 1971 to 1973, he served as Executive
Vice President, Portfolio Manager and Director of Equity Strategy at M.D. Sass
Investor Services in New York. In 1973, he became Vice President and Portfolio
Manager of Endowment Management & Research Corporation in Boston. From 1977 to
1979, he served as Senior Vice President, Director of Research, Chief Investment
Strategist and Partnership Manager of the Boston Company in Boston. He founded
the predecessors of Amerindo Advisors (U.K.) Limited and Amerindo Investment
Advisors, Inc. (Panama) in 1979 and has served since then as a Principal
Portfolio Manager. He holds the degrees of B.A. in Economics

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PROSPECTUS 11

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from Washington & Jefferson College and an M.B.A. from Iona College, and he
completed the Doctoral Studies Program in Economics at New York University. Mr.
Vilar was awarded an Honorary Doctorate of Humanities degree from Washington &
Jefferson College. He has been a Chartered Financial Analyst since 1975.

Dr. Gary A. Tanaka, 56, has been a Director and President of the Company since
its inception. He served as a Portfolio Manager for Crocker Bank in San
Francisco from 1971 to 1977, and as a Partnership Manager for Crocker Investment
Management Corp. in San Francisco from 1978 to 1980. From 1975 to 1980, he also
served as a Consultant to Andron Cechettini & Associates in San Francisco. In
1980, he joined the predecessors of Amerindo Advisors (U.K.) Limited and
Amerindo Investment Advisors, Inc. (Panama) as a Principal Portfolio Manager and
has served in this position since that time. Dr. Tanaka holds the degrees of
B.S. in Mathematics from Massachusetts Institute of Technology and Ph.D. in
Applied Mathematics from Imperial College, University of London.

Pursuant to the Investment Advisory Agreements for the Funds, the Advisor
manages each Fund's portfolio of securities and makes the decisions with respect
to the purchase and sale of investments subject to the general control of the
Board of Directors of the Company.

Advisor's Fees.
Pursuant to the terms of the Investment Advisory Agreements, each Fund will pay
an annual advisory fee, paid monthly, equal to 1.50% of each Fund's average
daily net assets. The advisory fee is higher than the fee paid by most other
mutual funds, however, the Board of Directors believes it to be reasonable in
light of the advisory services each Fund receives. Any portion of the advisory
fees received by the Advisor may be used by the Advisor to provide investor and
administrative services and for distribution of Fund shares. The Advisor may
also voluntarily waive a portion of its fee or assume certain expenses of a
Fund. The Advisor is contractually obligated to waive its fees and to reimburse
any expenses to the extent that the Total Annual Fund Operating Expenses exceed
2.25% for Class A shares and 3.00% for Class C shares. This Expense Limitation
Agreement will terminate on October 31, 2000. The contractual waiver and any
voluntary waivers or reimbursements have the effect of lowering the overall
expense ratio of a Fund and of increasing yield to investors in the Fund. See
"Expense Limitation" in Section V.A.2 of the Statement of Additional
Information.

The following information relates to the Amerindo Technology Fund only:

Prior Performance of the Advisor.
In the early 1980s, Amerindo pioneered the management of dedicated emerging
technology portfolios of high technology and healthcare stocks designed to
service the financial needs of the institutional investor. Amerindo was ranked
the number one manager, based on onenyear annualized return, out of 647 and 667
equity managers, respectively, by Money Manager Review for calendar years 1998
and 1999, respectively. Equity money managers participating in the survey had at
least $30 million under management and at least 5 years of history. This
performance information relates to Amerindo's management of institutional
accounts and should not be interpreted as indicative of future performance of
the Funds. The performance figures upon which these rankings were based do not
include a reduction for any charges or expenses with respect to such accounts.
Further, Amerindo has not independently verified the accuracy, completeness or
process underlying the performance figures upon which these rankings were based,
the performance of other equity managers or its ranking among them, and makes no
representation as to the accuracy or completeness of this performance
information.

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12 PROSPECTUS

AMERINDOFUNDS
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tax, and for which Amerindo has full discretionary authority to manage in
accordance with the firm's equity strategy for separate accounts. Amerindo has
elected to comply with the American Association for Investment Management and
Research ("AIMR") presentation standards for the period October 1, 1987
(inception of the composite) through December 31, 1999. An independent
accounting firm has conducted an examination with respect to Amerindo for the
period October 1, 1987 through December 31, 1999, and has confirmed that
Amerindo's performance presentation contained herein for such period conforms
with AIMR standards. The Independent Accountants' Report is available upon
request. AIMR has not been involved with the preparation or review of the
Independent Accountants' Report. The AIMR method of performance differs from
that of the SEC and can contain different results. The private accounts listed
do not have to comply with the Investment Company Act of 1940 or Subchapter M of
the Internal Revenue Code. If this compliance was necessary, the account's
performance could be adversely affected. In addition, to the extent that Fund
expenses are higher than account expenses, if Fund expenses had been applied,
performance of the accounts in the composite would have been lower. The
following Schedule represents the rates of return for the equity composite for
the annual investment periods from January 1, 1990 through December 31, 1999.
Accounts benchmarks are the Standard & Poor's 500 Composite Stock Index,
Hambrecht & Quist Growth Index and the Russell 2000 Growth Index. The
Independent Accountants' Report relates to their examination of Amerindo's
performance from the inception of the composite, October 1, 1987, through
December 31, 1999, which is in accordance with AIMR standards.

The following performance information relates to Amerindo's management of
institutional accounts. This data should not be interpreted as the performance
of the Amerindo Technology Fund or of any other Fund nor is it indicative of
future performance of the Amerindo Technology Fund or of any other Fund.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Asset Weighted Composite Rate Asset Weighted Composite Rate of Russell 2000
Year of Return Net of Advisory Fees(1) Return Gross of Advisory Fees(1) S&P 500 Index H&Q Growth Index Growth Index
---- --------------------------------- -------------------------------- ------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
1990 6.75% 8.49% -3.19% 3.89% -17.41%
1991 76.52% 78.39% 30.55% 94.49% 51.18%
1992 7.61% 8.73% 7.68% -3.57% 7.77%
1993 15.08% 16.42% 10.00% 7.81% 13.36%
1994 -2.66% -1.53% 1.33% 3.38% -2.43%
1995 87.51% 89.39% 37.50% 61.72% 31.04%
1996 8.04% 9.61% 23.22% 10.86% 11.26%
1997 -26.61% -26.05% 33.34% 2.39% 12.95%
1998 61.67% 64.14% 28.58% 45.04% 1.23%
1999 249.35% 252.61% 21.03% 180.08% 43.09%
---------------------------------------------------------------------------------------------------------------------------------
1 Year 249.35% 252.61% 21.03% 180.08% 43.09%
---------------------------------------------------------------------------------------------------------------------------------
5 Years 53.05% 54.79% 28.59% 49.46% 18.99%
---------------------------------------------------------------------------------------------------------------------------------
10 Years 34.29% 35.87% 18.22% 32.11% 13.51%
---------------------------------------------------------------------------------------------------------------------------------
Annualized rates of return for the period January 1, 1990 to December 31, 1999
34.29% 35.87% 18.22% 32.11% 13.51%
</TABLE>

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PROSPECTUS 13

AMERINDOFUNDS
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The Amerindo Technology Fund's annualized total return with respect to Class A
shares for the period August 3, 1998 (commencement of operations) through
December 31, 1999 was 227.11%. The Amerindo Technology Fund's total return for
the calendar year ended December 31, 1999 was 230.42%.

The following information relates to each Fund:

The performance of a Fund may be compared in various financial and news
publications to the performance of various indices and investments for which
reliable performance data is available. The performance of a Fund may be
compared in publications to averages, performance rankings, or other information
prepared by nationally recognized mutual fund ranking and statistical services.
As with other performance data, performance comparisons should not be considered
representative of a Fundis relative performance for any future period.

Pricing of Fund Shares

Net asset values per share for each class of each Fund is determined by
subtracting from the value of such class's total assets the amount of its
liabilities and dividing the remainder by the number of its outstanding shares.
The value of each security for which readily available market quotations exist
is based on a decision as to the broadest and most representative market for the
security. The value is based either on the last sale price on a national
securities exchange, or, in the absence of recorded sales, at the readily
available closing bid price on such exchanges, or at the quoted bid price in the
over-the-counter market. Assets for which market quotations are not readily
available are valued in accordance with procedures established by the Company's
Board of Directors, including use of an independent pricing service or services
which use prices based on yields or prices of comparable securities, indications
as to values from dealers and general market conditions.

Each Fund computes the net asset value once daily on Monday through Friday, at
the regularly scheduled close of normal trading on the New York Stock Exchange
("NYSE"), which normally occurs at 4:00 p.m. Eastern time, except on New Year's
Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

How To Purchase Shares

Initial Investments by Wire.
You may purchase shares of each class of shares of the Funds by wiring
immediately available federal funds (subject to each class's minimum investment)
to Bankers Trust Company from your bank (see instructions below). Your bank may
charge a fee for doing so. The minimum initial investment in Class A and Class C
shares is $2,500 ($1,000 for IRA accounts), each of which may be waived by a
Fund.

If money is to be wired, you must call the Transfer Agent at 1-888-832-4386 to
set up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then you should provide your
bank with the following information for purposes of wiring your investment:

Bankers Trust Company
New York, New York
ABA# 021001033
Account # 01-465-547
F/B/O [name of Fund]
Class [A/C]
Fund Acct. No._____________
Social Security or
Tax Identification No.__________________

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14 PROSPECTUS

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purchase accepted by the Fund. Shareholders will receive the next determined net
asset value per share after receipt of such wire and the acceptance of the
purchase by the Fund. Any delays which may occur in wiring money, including
delays which may occur in processing by the banks, are not the responsibility of
the Fund or the Transfer Agent. There is presently no fee for the receipt of
wired funds, but the right to charge shareholders for this service is reserved
by the Funds.

Initial Investments by Mail.
An account may be opened by completing and signing an Account Application and
mailing it to the Fund at the address noted below, together with a check
(subject to the minimum investment) payable to:

AmerindoFunds
c/o Forum Shareholder Services LLC
P.O. Box 446
Portland, ME 04112

Payment for the purchase of shares received by mail will be credited to a
shareholder's account at the net asset value per share of the particular Class
next determined after receipt. Such payment need not be converted into federal
funds (monies credited to the Fund's custodian bank by a Federal Reserve Bank)
before acceptance by the Fund's Distributor. In the event that there are
insufficient funds to cover a check, such prospective investor or investors will
be assessed a $15.00 charge.

Additional Investments.
Additional investments may be made at any time (subject to a minimum subsequent
investment of $500) by purchasing shares at net asset value, plus any applicable
sales load, by mailing a check to the Fund at the address noted under "Initial
Investments by Mail" (payable to Amerindo Internet B2B Fund Class A or Class C,
Amerindo Health & Biotechnology Fund Class A or Class C or Amerindo Technology
Fund Class A or Class C) or by wiring monies to the clearing bank as outlined
above, or by telephone or Internet with payment by Automated Clearing House
("ACH"), electronically transferring funds from the investor's designated bank
account. In order to purchase shares by telephone or Internet and make payment
by ACH, an investor must complete the appropriate sections of the application.
Shareholders who have authorized telephone purchases may effect purchases by
calling the Transfer Agent at 1-888-832-4386.

Sales Charges.
The purchase price paid for shares of each class is the current public offering
price, that is, the next determined net asset value of the shares after the
order is placed plus any applicable sales charge. See "Pricing of Fund Shares"
herein.

Class A shares

The purchase price paid for the Class A shares is the current public offering
price, that is, the next determined net asset value of the shares after the
order is placed plus the applicable sales charge. The sales load, with respect
to Class A shares, is a one-time charge paid at the time of purchase of shares,
most of which ordinarily goes to the investor's broker-dealer as compensation
for the services provided the investor. Class A shares of the Funds are sold on
a continuous basis with a maximum front-end sales charge of 5.75% of the net
asset value per share. Volume discounts are provided for initial purchase, as
well as for additional purchases of shares of the Fund. Certain purchases of
Class A shares of $1 million or more may be subject to a contingent deferred
sales charge. See "Reduction or Elimination of Sales Loads" herein.

Class C shares

The Funds sell Class C shares without an initial charge but if the shares are
held less than one year, investors will pay a contingent deferred sales charge
("CDSC") of 1%. The amount of the CDSC is determined as a percentage of the
lesser of the current market value or the cost of the shares being redeemed.
Thus, when a share that has appreciated in value is redeemed during the CDSC
period, a CDSC is assessed only on its initial purchase price. Shares acquired
by reinvestment of distributions are not subject to the CDSC. The Funds will
also waive the CDSC for: (i) redemptions

<PAGE>

PROSPECTUS 15

AMERINDOFUNDS
--------------------------------------------------------------------------------
made within one year after death of a shareholder or registered joint owner,
(ii) minimum required distributions made from an IRA or other individual
retirement plan account after a shareholder reaches age 70-1/2 or
(iii) involuntary redemptions made by the Funds. Class C shares provide the
investor the benefit of putting all of the investor's dollars to work from the
time the investment is made rather than paying an upfront sales charge.

Class C shares may have a higher expense ratio and pay lower dividends than
other classes of shares offered by the Fund because the Class C shares bear a
higher 12b-1 fee than other classes and because of other related expenses.

The Funds will use the first-in, first-out (FIFO) method to determine the
one-year holding period. Under the method, the date of the redemption will be
compared to the earliest purchase date of shares held in the account. If this
holding period is less than one year, the CDSC will be assessed. In determining
"one year" the Funds will use the anniversary date of a transaction. Thus,
shares purchased on March 2, 2000, for example, will be subject to the fee if
they are redeemed on or prior to March 1, 2001. If they are redeemed on or after
March 2, 2001, the shares will not be subject to the CDSC. The CDSC will be
applied on redemptions of each investment made by a shareholder that does not
remain in the Fund for a one-year period from the date of purchase. In
determining whether a CDSC is payable on any redemption, shares not subject to
any charge will be redeemed first, followed by shares held longest during the
CDSC period. The CDSC ordinarily goes to the investor's broker-dealer as
compensation for the services provided the investor. In addition, Class C
investors will be charged a redemption fee of 2.00% for shares held less than 1
year. See "How to Redeem Shares."

Other Purchase Information.
Investors may open accounts in the Funds only through the exclusive Distributor
for the Fund. SEI Investments Distribution Co., for nominal consideration and as
agent for each Fund, will solicit orders for the purchase of Fund shares,
provided that any subscriptions and orders will not be binding on a Fund until
accepted by the Fund as principal. See "Distribution Arrangements."

Each Fund reserves the right to redeem, after 60 days' written notice, shares in
accounts that fall below the minimum balance by reason of redemption and return
the proceeds to investors. The investors may restore and maintain a minimum
balance during the notice period.

The Fund must receive an order and payment by the close of business for the
purchase to be effective and dividends to be earned on the same day. If funds
are received after the close of business, the purchase will become effective and
dividends will be earned on the next business day. Each Fund reserves the right
to reject any purchase order if it determines that accepting the order would not
be in the best interests of the Fund or its shareholders.

Shares of a Fund may be purchased in exchange for securities which are
permissible investments of the Fund, subject to the Advisor's determination that
the securities are acceptable. Securities accepted in exchange will be valued at
the mean between their bid and asked quotations. In addition, securities
accepted in exchange must be liquid securities that are not restricted as to
transfer and will have a value that is readily ascertainable (and not
established only by evaluation procedures) as evidenced by a listing on NASDAQ,
the American Stock Exchange or the NYSE, or on the basis of prices provided by a
pricing service. Each Fund and the Advisor reserve the right to reject any such
purchase order. Shareholders will bear any costs associated with a purchase of
Fund shares through such an exchange.

All purchases of a Fund's shares will be made in full and fractional shares of a
Fund calculated to three decimal places. The Funds do not intend to issue
certificates evidencing Fund shares.

Shares of each Fund may also be sold to corporations or other institutions such
as trusts, foundations or broker-

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16 PROSPECTUS

AMERINDOFUNDS
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dealers purchasing for the accounts of others ("Shareholder Organizations").
Investors purchasing and redeeming shares of a Fund through a Shareholder
Organization may be charged a transaction-based fee or other fee for the
services of such organization. Each Shareholder Organization is responsible for
transmitting to its customers a schedule of any such fees and information
regarding any additional or different conditions regarding purchases and
redemptions. Customers of Shareholder Organizations should read this Prospectus
in light of the terms governing accounts with their organization. The Funds do
not pay to or receive compensation from Shareholder Organizations for the sale
of Fund shares.

If you have a checking or savings account with your bank, you may purchase
shares of any Fund automatically through regular deductions from your account in
amounts of at least $100 per month.

Each Fund has available a form of Individual Retirement Account ("IRA") which
may be obtained from the Fund that permits the IRA to invest in either Class A
or Class C shares of the Funds. The minimum initial investment for all
retirement plans is $1,000 with a subsequent minimum investment of $500.
Investors desiring information regarding investments through IRAs should write
or telephone the Funds.

For Class A Shareholders Only
Reduction or Elimination of Sales Loads

Volume Discounts.
Volume discounts are provided if the total amount being invested in Class A
shares of a Fund reaches the levels indicated in the sales load schedule
provided below. The applicable volume discount available to investors is
determined by aggregating all Class A share purchases of a Fund. Volume
discounts are also available to investors making sufficient additional purchases
of Class A shares. The applicable sales charge may be determined by adding to
the total current value of Class A shares already owned in a Fund the value of
new purchases computed at the offering price on the day the additional purchase
is made. For example, if an investor previously purchased, and still holds,
Class A shares worth $40,000 at the current offering price and purchases an
additional $10,000 worth of Class A shares, the sales charge applicable to the
new purchase would be that applicable to the $50,000 to $99,999 bracket in the
sales load schedule provided below.
--------------------------------------------------------------------------------
Amount of
Sales Charge
Sales Charge Reallowed to
as a % of Dealers as a
Amount of Sales Net Amount Percent of
Purchase Charge Invested Offering Price
--------------------------------------------------------------------------------
Less than
$50,000 5.75% 6.10% 5.50%

$50,000 but less
than $100,000 4.30% 4.71% 4.05%

$100,000 but less
than $250,000 3.50% 3.63% 3.25%

$250,000 but less
than $500,000 2.50% 2.56% 2.25%

$500,000 but less
than $1,000,000 2.00% 2.04% 1.75%

$1,000,000 or more None None None

For Investments of Over $1 Million.
There is no initial sales charge on Class A share purchases of $1 million or
more. However, your broker-dealer may receive a commission of up to 1% on your
purchase from the Advisor or the Distributor. If such a commission is paid, you
will be assessed a contingent deferred sales charge (CDSC) of 1% on shares held
less than one year from the date of your purchase. To find out whether you will
be assessed a CDSC, ask your broker-dealer. The Fund's Advisor or the
Distributor receives any CDSC imposed when you sell your Class A shares. The
CDSC is determined as a

<PAGE>

PROSPECTUS 17

AMERINDOFUNDS
--------------------------------------------------------------------------------

percentage of the lesser of the current market value or the cost of shares being
redeemed. Thus, when a share that has appreciated in value is redeemed during
the CDSC period, a CDSC is assessed only on its initial purchase price. Shares
acquired by reinvestment of distributions are not subject to the CDSC.

The Funds will use the first-in, first-out (FIFO) method to determine the
one-year holding period. Under the method, the date of the redemption will be
compared to the earliest purchase date of shares held in the account. If this
holding period is less than one year, the CDSC will be assessed. In determining
"one year" the Funds will use the anniversary date of a transaction. Thus,
shares purchased on March 2, 2000, for example, will be subject to the fee if
they are redeemed on or prior to March 1, 2001. If they are redeemed on or after
March 2, 2001, the shares will not be subject to the CDSC. The CDSC will be
applied on redemptions of each investment made by a shareholder that does not
remain in the Fund for a one-year period from the date of purchase. In
determining whether a CDSC is payable on any redemption, shares not subject to
any charge will be redeemed first, followed by shares held longest during the
CDSC period. The CDSC ordinarily goes to the investor's broker-dealer as
compensation for the services provided the investor. In addition, Class A
investors will be charged a redemption fee of 2.00% for shares held less than 1
year. See "How to Redeem Shares."

Letter of Intent.
Any investor in Class A shares may sign a Letter of Intent, available from a
Fund, stating an intention to make purchases of Class A shares totaling a
specified amount on an aggregate basis within a period of thirteen months.
Purchases within the thirteen-month period can be made at the reduced sales load
applicable to the total amount of the intended purchase noted in the Letter of
Intent. If a larger purchase is actually made during the period, then a downward
adjustment will be made to the sales charge based on the actual purchase size.
Any shares purchased within 90 days preceding the actual signing of the Letter
of Intent are eligible for the reduced sales charge and the appropriate price
adjustment will be made on those share purchases. A number of shares equal to 5%
of the dollar amount of intended purchases specified in the Letter of Intent is
held in escrow by the Distributor until the purchases are completed. Dividends
and distributions on the escrowed Class A shares are paid to the investor. If
the intended purchases are not completed during the Letter of Intent period, the
investor is required to pay the Fund an amount equal to the difference between
the regular sales load applicable to a single purchase of the number of Class A
shares actually purchased and the sales load actually paid. If such payment is
not made within 20 days after written request by the Fund, then the Fund has the
right to redeem a sufficient number of escrowed Class A shares to effect payment
of the amount due. Any remaining escrowed Class A shares are released to the
investor's account. Agreeing to a Letter of Intent does not obligate you to buy,
or the Fund to sell, the indicated amount of Class A shares. You should read the
Letter of Intent carefully before signing.

Purchases At Net Asset Value.
There is no initial sales charge for "Qualified Persons." Qualified Persons is
defined to include persons who are active or retired Trustees, Directors,
officers, partners, employees, clients, independent professional contractors,
shareholders or registered representatives (including their spouses and
children) of the Investment Advisor, Distributor or any affiliates or
subsidiaries thereof (the Directors, officers or employees of which shall also
include their parents and siblings for all purchases of Fund shares) or any
Director, officer, partner, employee or registered representative (including
their spouses and children) of any broker-dealer who has executed a valid and
currently active selling agreement with the Distributor. Purchases of Class A
shares at net asset value may be made with the proceeds of shares redeemed in
the prior 180 days from another mutual fund on which an initial sales charge was
paid. Purchases of Class A shares at net asset value may be made by investment
advisors or financial planners who place trades for their own accounts or the
accounts of

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18 PROSPECTUS

AMERINDOFUNDS
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their clients and who charge a management, consulting or other fee for their
services and by clients of such investment advisors or financial planners who
place trades for their own accounts if the accounts are linked to the master
account of such investment advisor or financial planner on the books and records
of the investment advisor or financial planner. In addition, Class A shares may
be purchased at net asset value without imposition of a front-end sales charge
by investors participating in asset allocation iwrapi accounts or similar
programs offered by qualified broker-dealers, investment advisors, or financial
planners who charge a management fee for their services and place trades for
their own account or accounts of clients. No commission is paid in connection
with net asset value purchases of Class A shares made pursuant to this
paragraph, nor is any CDSC imposed upon the redemption of such shares.

How To Redeem Shares

Shares of a Fund may be redeemed by mail, or, if authorized, by telephone. The
value of shares redeemed may be more or less than the purchase price, depending
on the market value of the investment securities held by a Fund.

By Mail.
Each Fund will redeem its shares at the net asset value next determined after
the request is received in "good order." The net asset value per share of each
Fund is determined as of 4:00 p.m., Eastern time, on each day that the NYSE, the
Funds and the Distributor are open for business. Requests should be addressed to
AmerindoFunds, c/o Forum Shareholder Services LLC, P.O. Box 446, Portland, ME
04112.

Requests in "good order" must include the following documentation:

(a) a letter of instruction, if required, or a stock assignment specifying
the number of shares or dollar amount to be redeemed, signed by all
registered owners of the shares in the exact names in which they are
registered;

(b) any required signature guarantees (see "Signature Guarantees" below);
and

(c) other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

Signature Guarantees.
To protect shareholder accounts, each Fund and the transfer agent from fraud,
signature guarantees are required to enable a Fund to verify the identity of the
person who has authorized a redemption from an account. Signature guarantees are
required for (1) redemptions where the proceeds are to be sent to someone other
than the registered shareholder(s) and the registered address, (2) share
transfer requests, (3) written requests greater than $50,000, and (4)
redemptions from an account for which the address or account registration has
changed within the last 30 days. Signature guarantees may be obtained from
certain eligible financial institutions, including, but not limited to, the
following: banks, trust companies, credit unions, securities brokers and
dealers, savings and loan associations and participants in the Securities
Transfer Association Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP") or the New York Stock Exchange Medallion Signature Program
("MSP"). Shareholders may contact the Fund at 1-888-832-4386 for further
details.

By Telephone.
Provided the Telephone Redemption Option has been authorized, a redemption of
shares may be requested by calling a Fund at 1-888-832-4386 and requesting that
the redemption proceeds be mailed to the primary registration address or wired
per the authorized instructions. If the Telephone Redemption Option is
authorized, the Funds and the transfer agent may act on telephone instructions
from any person representing himself or herself to be a shareholder and believed
by the Fund or the transfer agent to be genuine. The transfer agent's records of
such instructions are binding and shareholders, and not the Funds or the
transfer agent, bear the risk of loss in the event of unauthorized

<PAGE>

PROSPECTUS 19

AMERINDOFUNDS
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instructions reasonably believed by a Fund or the transfer agent to be genuine.
Each Fund will employ reasonable procedures to confirm that instructions
communicated are genuine and, if it does not, it may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures employed by the
Funds in connection with transactions initiated by telephone may include tape
recording of telephone instructions and requiring some form of personal
identification prior to acting upon instructions received by telephone.

Optional Redemption by the Funds.
Investors are required to maintain a minimum account balance of at least $2,500.
Each Fund reserves the right to redeem, after 60 days" written notice, shares in
accounts that fall below the minimum balance by reason of redemption and return
the proceeds to investors. The investors may restore and maintain a minimum
balance during the notice period.

Further Redemption Information.
Redemption proceeds for shares of a Fund recently purchased by check may not be
distributed until payment for the purchase has been collected, which may take up
to fifteen business days from the purchase date. Shareholders can avoid this
delay by utilizing the wire purchase option.

Other than as described above, payment of the redemption proceeds will be made
within seven days after receipt of an order for a redemption. Each Fund may
suspend the right of redemption or postpone the date at times when the NYSE or
the bond market is closed or under any emergency circumstances as determined by
the United States Securities and Exchange Commission (the "SEC").

If a Fund determines that it would be detrimental to the best interests of the
remaining shareholders of the Fund to make a payment wholly or partly in cash,
such Fund may pay the redemption proceeds in whole or in part by a distribution
in-kind of readily marketable securities held by the Fund in lieu of cash in
conformity with applicable rules of the SEC. Investors generally will incur
brokerage charges on the sale of portfolio securities so received in payment of
redemptions.

Redemption Fee.
The Funds are designed for long-term investors willing to accept the risks
associated with a long-term investment in the common stocks of companies in the
technology, technology-related, science, healthcare and biotechnology
industries. The Funds are not designed for short-term traders whose frequent
purchases and redemptions can generate substantial cash flow. These cash flows
can unnecessarily disrupt a Fund's investment program. Short-term traders often
redeem when the market is most turbulent, thereby forcing the sale of underlying
securities held by a Fund at the worst possible time as far as long-term
investors are concerned. Additionally, short-term trading drives up a Fund's
transaction costs n measured by both commissions and bid/ask spreads n which are
borne by the remaining long-term investors. For these reasons, each Fund
assesses a 2.00% fee on the redemption of Class A and Class C shares held for
less than one year. Redemption fees will be paid to the Fund to help offset
transaction costs. The fee does not apply to any shares purchased through
reinvested distributions (dividends and capital gains). This fee also does not
apply to employer-sponsored retirement plans (such as 401(k), 403(b), 457,
Keogh, Profit Sharing Plans, and Money Purchase Pension Plans).

Each Fund will use the first-in, first-out (FIFO) method to determine the
one-year holding period. Under this method, the date of the redemption will be
compared to the earliest purchase date of shares held in the account. If this
holding period is less than one year, the redemption fee will be assessed. In
determining "one year" a Fund will use the anniversary date of a transaction.
Thus, shares purchased on April 5, 2000, for example, will be subject to the fee
if they are redeemed on or prior to April 4, 2001. If they are redeemed on or
after April 5, 2001, the shares will not be subject to the redemption fee. The
redemption fee will be applied on redemptions of each investment

<PAGE>

20 PROSPECTUS

AMERINDOFUNDS
--------------------------------------------------------------------------------

made by a shareholder that does not remain in a Fund for a one-year period from
the date of purchase.

Exchanging Fund Shares

You may exchange some or all of your shares in a Fund with any other Fund
identified in this Prospectus. Exchanges from one Fund into another must be for
the same class of shares.

When you exchange shares, you are really selling shares of one Fund and buying
shares of another Fund. So, your sale price and purchase price will be based on
the NAV next calculated after we receive your exchange request. Please note that
an exchange may have tax consequences for you. You may exchange your shares on
any Business Day by contacting us directly by mail or telephone, if the
Telephone Exchange Option has been authorized. You may also exchange shares
through your financial institution by mail or telephone. If you establish a new
account by exchange, the exchanged shares must have a minimum value of $2,500
($1,000 for IRAs). All subsequent exchanges must have a minimum value of $250
per Fund. If you recently purchased shares by check or through ACH, you may not
be able to exchange your shares until your check has cleared (which may take up
to 15 days from the date of purchase). Each Fund assesses the 2.00% redemption
fee on the exchange of shares held less than one year (see "How To Redeem Shares
-- Redemption Fee" above).

There is currently no fee for exchanges, however, the Fund may change or
terminate this privilege on 60 days notice. Broker-dealers may charge you a fee
for handling exchanges. Please note that exchanges may be made only two (2)
times in any twelve (12) month period. The exchange privilege is not intended as
a vehicle for short-term or excessive trading. The Funds do not permit excessive
trading or market timing. Excessive purchases, redemption, or exchanges of Fund
shares disrupt portfolio management and drive Fund expenses higher.

Dividends and Distributions

At least 90% of net investment income of each Class of each Fund will be
declared as dividends and paid annually. If an investor's shares are redeemed
prior to the date on which dividends are normally declared and paid, accrued but
unpaid dividends will be paid with the redemption proceeds. Substantially all
the realized net capital gains for each Class of each Fund, if any, are declared
and paid on an annual basis. Dividends are payable to investors of record at the
time of declaration. For a discussion of the taxation of dividends or
distributions, see "Taxes."

The net investment income of each Class of each Fund for each business day is
determined immediately prior to the determination of net asset value. Net
investment income for other days is determined at the time net asset value is
determined on the prior business day. Shares of each Class of each Fund earn
dividends on the business day their purchase is effective but not on the
business day their redemption is effective. See "Purchase of Shares" and
"Redemption of Shares."

Choosing a Distribution Option.
Distribution of dividends from each Class of each
Fund may be made in accordance with several options. A shareholder may select
one of three distribution options:

1. Automatic Reinvestment Option.
Both dividends and capital gains distributions will be automatically
reinvested in additional shares of a Fund unless the investor has elected
one of the other two options.

2. Cash Dividend Option.
Dividends will be paid in cash, and capital gains, if any, will be
reinvested in additional shares.

3. All Cash Option.
Both dividends and capital gains distributions will be paid in cash.

<PAGE>

PROSPECTUS 21

AMERINDOFUNDS
--------------------------------------------------------------------------------

Tax Consequences

The Amerindo Technology Fund has elected and intends to continue to qualify
annually as a regulated investment company under the Internal Revenue Code of
1986 ("Code"). The Amerindo Technology Fund did so qualify for its previous
taxable year. The Amerindo Internet B2B Fund and the Amerindo Health &
Biotechnology Fund each intends to qualify annually and to elect to be treated
as a regulated investment company effective for its taxable year ending October
31, 2000. Each year the Funds qualify as regulated investment companies, the
Funds will generally not be subject to Federal income tax on net ordinary income
and net realized capital gains paid out to their stockholders. A Fund can also
avoid an annual 4% excise tax if it distributes substantially all of its
ordinary income and short and long-term capital gain each year.

Each Fund's policy is to distribute as dividends each year 100% (and in no event
less than 90%) of its investment company taxable income (which includes
interest, dividends and net short-term capital gains). Distributions of net
ordinary income and net short-term capital gains are taxable to stockholders as
ordinary income. Although corporate stockholders would generally be entitled to
the dividends-received deduction to the extent that a Fund's income is derived
from qualifying dividends from domestic corporations, each Fund does not believe
that any of its distributions will qualify for this deduction.

The excess of net long-term capital gains over net short-term capital losses
realized and distributed by a Fund and designated as capital gains dividends are
taxable to stockholders as long-term capital gains, without regard to the length
of time the stockholder may have held his or her shares in the Fund. Long-term
capital gains distributions are not eligible for the dividends-received
deduction referred to above. Long-term capital gains on sales of securities are
currently taxable at a maximum rate of 20% for non-corporate stockholders. In
determining the amount of capital gains to be distributed, any capital loss
carry over from prior years will be taken into account in determining the amount
of net long-term capital gain. However, if an investor receives a capital gain
dividend and sells shares after holding them for six months or less (not
including, for purposes of determining the length of the holding period, periods
during which the investor holds an offsetting position), then any loss realized
on the sale will be treated as long-term capital loss to the extent of such
capital gain dividend.

Distributions are taxable to investors whether received in cash or reinvested in
additional shares of a Fund. Any dividend or distribution received by a
stockholder shortly after the purchase of shares will reduce the net asset value
of the shares by the amount of the dividend or distribution. Furthermore, such
dividend or distribution is subject to tax even though it is, in effect, a
return of capital.

Each stockholder will recognize a taxable gain or loss upon the sale or
redemption of shares in the Fund equal to the difference between the amount
redeemed and the stockholder's adjusted tax basis on the shares sold or
redeemed.

Each Fund is generally required, subject to certain exemptions, to withhold at a
rate of 31% from dividends paid or credited to stockholders and from the
proceeds from the redemption of Fund shares, if a correct taxpayer
identification number, certified when required, is not on file with the Fund, or
if the Fund or the stockholder has been notified by the Internal Revenue Service
that the shareholder is subject to these backup withholding rates. Corporate
stockholders are not subject to this requirement.

If a Fund invests in securities of foreign issuers, it may be subject to
withholding and other similar income taxes imposed by a foreign country.
Dividends and distributions may be subject to state and local taxes.

<PAGE>

22 PROSPECTUS

AMERINDOFUNDS
--------------------------------------------------------------------------------

Dividends paid or credited to accounts maintained by non-resident shareholders
may also be subject to U.S. non-resident withholding taxes. You should consult
your tax advisor regarding specific questions as to Federal, state and local
income withholding taxes.

Distribution Arrangements

Distributor.
SEI Investments Distribution Co. ("SIDCO"), an affiliate of the Administrator,
has entered into a Distribution Agreement with each Fund to serve as the Funds'
distributor (the "Distributor"). As agent for the Funds, the Distributor
solicits orders for the purchase of a Fund's shares, provided that any orders
will not be binding on a Fund until accepted by the Fund as principal. With
respect to the Class A shares, SIDCO will be entitled to receive a service
and/or distribution fee equal to 0.25% of the Class A shares' average daily net
assets under the terms of the Fund's 12b-1 distribution and service plan (the
"Plan"). With respect to the Class C shares, SIDCO will be entitled to receive a
distribution fee equal to 0.75% and a shareholder service fee equal to 0.25% of
the Class C shares' average daily net assets under the terms of the Plan.

12b-1 Plan.
Each Fund, on behalf of each class of shares, has adopted a distribution and
service plan, pursuant to Rule 12b-1 under the Investment Company Act. Rule
12b-1 provides that an investment company which bears any direct or indirect
expense of distributing its shares must do so only in accordance with a plan
permitted by this Rule. The Plan provides that the Distributor will receive
compensatory payments from a Fund for soliciting orders for the purchase of Fund
shares and for making payments to broker-dealers and other financial
institutions with which it has written agreements and whose clients are Fund
shareholders, for providing distribution assistance on behalf of the Fund.

The total amounts payable under the Plans by the Class A and Class C shares of
the Funds may not exceed 0.25% and 1.00%, per annum, respectively. Fees paid
under the Plans may not be waived for individual shareholders. Because these
fees are paid out of a Fundis assets on an ongoing basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.

Consistent with the Plans, the Distributor receives from the Class C shares of
the Funds a compensatory distribution fee equal to 0.75% per annum of the Class
C shares' average daily net assets and a compensatory distribution fee of up to
0.25% per annum of the Class A shares average daily net assets.
This distribution fee is an asset-based sales charge. The Distributor uses this
fee to make payments to broker-dealers and other financial institutions with
which it has written agreements and whose clients are shareholders for providing
distribution assistance for sales of the shares. The fees are accrued daily and
paid monthly.

The Plans also provide that with respect to each class, the Funds will
compensate the Distributor for certain expenses and costs incurred in connection
with providing shareholder servicing and maintaining shareholder accounts and to
compensate parties with which it has written agreements and whose clients own
shares of Class C for providing servicing to their clients ("shareholder
servicing").

Pursuant to the Plans, the Distributor receives a maximum service fee of 0.25%
per annum of each class's average daily net assets. The fees are accrued daily
and paid monthly. The Distributor uses this fee to perform, or to arrange to
have others perform, services pursuant to the Plans. The shareholder servicing
agents that the Distributor retains will perform the following services: (i)
answer customer inquiries regarding account status and history, the manner in
which purchases and redemptions of shares of a Fund may be effected and certain
other matters pertaining to a Fund; (ii) assist shareholders in designating and
changing dividend options, account designations and addresses;

<PAGE>

PROSPECTUS 23

AMERINDOFUNDS
--------------------------------------------------------------------------------

(iii) provide necessary personnel and facilities to establish and maintain
shareholder accounts and records; (iv) assist in processing purchase and
redemption transactions; (v) arrange for the wiring of funds; (vi) transmit and
receive funds in connection with customer orders to purchase or redeem shares;
(vii) verify and guarantee shareholder signatures in connection with redemption
orders and transfers and changes in shareholder designated accounts; (viii)
furnish (either separately or on an integrated basis with other reports sent to
a shareholder by a Fund) quarterly and year-end statements and confirmations in
a timely fashion after activity is generated in the account; (ix) transmit, on
behalf of each Fund, proxy statements, annual reports, updating prospectuses and
other communications from a Fund to shareholders; (x) receive, tabulate and
transmit to a Fund, proxies executed by shareholders with respect to meetings of
shareholders of a Fund; and (xi) provide such other related services as a Fund
or a shareholder may request.

The Plans provide that the Advisor and the Distributor may make payments from
time to time from their own resources which may include the advisory fee and
past profits for the following purposes: (i) to defray the costs of and to
compensate others, including financial intermediaries with whom the Distributor
or Advisor has entered into written agreements, for performing shareholder
servicing and related administrative functions; (ii) to compensate certain
financial intermediaries for providing assistance in distributing each class's
shares; (iii) to pay the costs of printing and distributing the Funds'
prospectus to prospective investors; and (iv) to defray the cost of the
preparation and printing of brochures and other promotional materials, mailings
to prospective shareholders, advertising, and other promotional activities,
including the salaries and/or commissions of sales personnel in connection with
the distribution of the Funds' shares. The Distributor or the Advisor, as the
case may be, in their sole discretion, will determine the amount of such
payments made pursuant to the Plans with the shareholder servicing agents and
broker-dealers they have contracted with, provided that such payments made
pursuant to the Plans will not increase the amount which a Fund is required to
pay to the Distributor or the Advisor for any fiscal year under the Plans. Any
servicing fees paid to the Distributor also may be used for purposes of (i)
above and any asset based sales charges paid to the Distributor also may be used
for purposes of (ii), (iii), or (iv) above.

Shareholder servicing agents and broker-dealers may charge investors a fee in
connection with their use of specialized purchase and redemption procedures
offered to investors by the shareholder servicing agents and broker-dealers. In
addition, shareholder servicing agents and broker-dealers offering purchase and
redemption procedures similar to those offered to shareholders who invest in a
Fund directly may impose charges, limitations, minimums and restrictions in
addition to or different from those applicable to shareholders who invest in a
Fund directly. Accordingly, the net yield to investors who invest through
shareholder servicing agents and broker-dealers may be less than by investing in
a Fund directly. An investor should read the prospectus in conjunction with the
materials provided by the shareholder servicing agent and broker-dealer
describing the procedures under which Fund shares may be purchased and redeemed
through the shareholder servicing agent and broker-dealer.

<PAGE>

24 PROSPECTUS

AMERINDOFUNDS
Financial Highlights Information
--------------------------------------------------------------------------------

Amerindo Technology Fund Class A Shares

The following table is intended to help you understand the Amerindo Technology
Fund's Class A shares' financial performance since its inception. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Class A shares of the Amerindo Technology Fund
(assuming reinvestment of all dividends and distributions). (Financial highlight
information is unavailable for Class C shares since there were no Class C shares
issued during the periods covered by this table.) This information has been
audited by Morrison, Brown, Argiz & Company whose report, along with the Fund's
financial statements, is included in the annual report, which is available upon
request. The table is part of the Amerindo Technology Fund's financial
statements for the period ended October 31, 1999, which are available to
shareholders upon request.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
AMERINDO TECHNOLOGY FUND - CLASS A SHARES
-----------------------------------------------------------------------------------------------------------
For the period August 3, 1998
(commencement of
For the fiscal year ended investment operations)
October 31, 1999*** through December 31, 1998
------------------------- -----------------------------
<S> <C> <C>
Net asset value, beginning of period $ 13.59 $ 8.44
------- ------
Income (loss) from investment operations:
Net investment loss (0.08) (0.10)
Net realized and unrealized gain on investments 20.25 5.25
------- ------
Net increase in net assets from investment operations 20.17 5.15
------- ------
Less distributions:
Net realized gains on investments (10.15) 0.00
------- ------
Total distributions (10.15) 0.00
------- ------
Net asset value, end of period $ 23.61 $13.59
======= ======
Total investment return** 148.20% 61.02%
======= ======
Ratios/supplemental data:
Net assets end of period (in 000's) $ 8,772 $ 803
Ratio of expenses to average net assets 2.54%* 2.86%*
Ratio of expenses to average net assets,
net of reimbursement 2.50%* 2.50%*
Ratio of net investment loss to average net assets (0.79)%* (2.76)%*
Ratio of net investment loss to average net assets,
net of reimbursement (0.75)%* (2.40)%*
Portfolio turnover rate 170.00% 78.46%

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

* Annualized

** Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges are not
reflected in the calculation of total investment return.

*** Subsequent to December 31, 1998, the Fund's management elected to change
the Fund's fiscal year end to October 31, 1999

<PAGE>

AMERINDOFUNDS
Board of Directors

Alberto W. Vilar, Chairman of the Board ...... Amerindo Investment Advisors Inc.
Gary A. Tanaka ............................... Amerindo Investment Advisors Inc.
John Rutledge ............................................. Rutledge Capital LLC
Jude T. Wanniski ............................................ Polyconomics, Inc.

<PAGE>

AMERINDO FUNDS INC.
May 30, 2000

INVESTMENT ADVISOR
Amerindo Investment Advisors Inc.
San Francisco, California
New York, New York

ADMINISTRATOR
SEI Investments Mutual Funds Services
Oaks, Pennsylvania

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania

TRANSFER AND DIVIDEND AGENT
Forum Shareholder Services LLC
Portland, Maine

CUSTODIAN
The Northern Trust Company
Chicago, Illinois

LEGAL COUNSEL
Battle Fowler LLP
New York, New York

1-888-832-4386
www.amerindo.com

A Statement of Additional Information (SAI), dated May 30, 2000 includes
additional information about each Fund and its investments and is incorporated
by reference into this prospectus. The Amerindo Technology Fund's Annual and
Semi-Annual Reports include additional information about the Amerindo Technology
Fund and its investments and are also incorporated by reference into this
prospectus. In the Fund's Annual Report is a discussion of the market and
investment strategies that significantly affected the Amerindo Technology Fund's
performance during its last fiscal year. You may obtain the SAI, the Annual and
Semi-Annual Reports and material incorporated by reference without charge by
calling the Funds at 1-888-832-4386. To request other information about the
Funds and to make shareholder inquiries, please call your financial intermediary
or the Funds.

A current SAI has been filed with the Securities and Exchange Commission. You
may visit the Securities and Exchange Commission's Internet website
(www.sec.gov) to view the SAI, material incorporated by reference and other
information. These materials can also be reviewed and copied at the Commission's
Public Reference Room in Washington, DC. Information on the operation of the
Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. In addition, copies of these materials may be obtained, upon
payment of a duplicating fee, by writing the Public Reference Section of the
Commission, Washington, DC 20549-0102 or by electronic request at public
[email protected].

SEC File Number: 811-07531

AME-F-006-03

<PAGE>

AmerindoFunds

PROSPECTUS

May 30, 2000

Class D Shares

<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK)

<PAGE>

PROSPECTUS 1
AMERINDO FUNDS INC.
May 30, 2000 Class D Shares
--------------------------------------------------------------------------------
Amerindo Technology Fund
Amerindo Internet B2B Fund
Amerindo Health & Biotechnology Fund

Each Fund's investment objective is to seek long-term capital appreciation.

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.

--------------------------------------------------------------------------------
Risk/Return Summary: Investments, Risks and Performance........................2
Fee Table......................................................................6
Investment Objectives, Principal Investment Strategies and Related Risks.......7
Additional Investment Information and Risk Factors.............................8
Management, Organization and Capital Structure................................10
Pricing of Fund Shares........................................................13
How to Purchase Shares........................................................13
How to Redeem Shares..........................................................15
Exchanging Fund Shares........................................................16
Dividends and Distributions...................................................17
Tax Consequences..............................................................17
Distribution Arrangements.....................................................18
Financial Highlights Information..............................................20
--------------------------------------------------------------------------------

<PAGE>

2 PROSPECTUS RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE
Amerindo
Technology Fund
--------------------------------------------------------------------------------

Investment Objective

Principal Investment Strategies

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fund's shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly greater risks and therefore may
experience greater volatility than a fund that does not primarily invest in
the technology and science areas.

[o] Investments in companies in the rapidly changing fields of technology and
science face special risks such as competitive pressures and technological
obsolescence and may be subject to greater governmental regulation than many
other industries. In addition, certain companies in these fields may never
be profitable.

[o] Investments in smaller capitalized companies involve greater risks, such as
limited product lines, markets and financial or managerial resources.

[o] As a non-diversified fund, compared to other mutual funds, this Fund may
invest a greater percentage of its assets in a particular issuer. Because
the appreciation or depreciation of a single stock may have a greater impact
on the net asset value of a non-diversified fund, its share price can be
expected to fluctuate more than a comparable diversified fund. Therefore,
investors should consider this greater risk versus the safety that comes
with a more diversified portfolio.

Who May Want to Invest in the Amerindo Technology Fund

<PAGE>

PROSPECTUS 3
AMERINDOFUNDS
--------------------------------------------------------------------------------
Risk/Return Bar Chart and Table

The following bar chart and table may assist in your decision to invest in the
Amerindo Technology Fund. The bar chart shows the average annual returns of
Class D shares of the Fund for the life of the Class. The table shows how the
Fund's Class D shares' average annual returns for the one-year and since
inceptions periods compare with that of the Hambrecht & Quist Growth Index.1
Technology stocks during this period experienced stronger gains than the stock
market as a whole. Such strength may not exist in the future.
While analyzing this information, please note that the Amerindo Technology
Fund's past performance is not an indication of how Class D shares of the Fund
will perform in the future.

Year-by-Year Total Return as of December 31(2)
(Class D Shares)

[GRAPHIC]
In the printed version of the document, a line graph
appears which depicts the following plot points:

1997........................(18.11)%
1998........................ 84.67%
1999........................248.86%

Best Quarter 3/31/99: 66.72% Worst Quarter 3/31/97: (28.89%)

Average Annual Total Returns Past Since
(for the periods ending 12/31/99)(3) One Year Inception(4)
---------------------------------------------------------------------------
Amerindo Technology Fund
Class D Shares 248.86% 63.32%

Hambrecht & Quist
Growth Index(1) 180.12% 57.00%(5)

(1) The Hambrecht & Quist Growth Index is a multiple-sector growth stock
composite comprised of the publicly traded stocks of approximately 275
companies that have annual revenues of less than $300 million. The Index
includes companies in the technology, healthcare services, branded consumer,
and Internet sectors. You may not invest in the Hambrecht & Quist Growth
Index and unlike the Fund, it does not incur fees or charges.

(2) The year-to-date return for the Class D shares as of March 31, 2000 was
(0.72)%.

(3) Shareholder Organizations may charge a fee to investors for purchasing or
redeeming shares. The net return to such investors may be less than if they
had invested in the Fund directly.

(4) The date of inception of the Class D shares was October 28, 1996.

(5) Since October 31, 1996.

The Board of Directors reserves the right at its discretion to close this Fund
to new investors at such time as it deems appropriate.

<PAGE>

4 PROSPECTUS
Amerindo
Internet B2B Fund
--------------------------------------------------------------------------------

Investment Objective

Principal Investment Strategies

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fund's shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly greater risks and therefore may
experience greater volatility than a fund that does not primarily invest in
the Internet sector.

[o] Investments in smaller capitalized companies may involve greater risks, such
as limited product lines, markets and financial or managerial resources.

[o] As a non-diversified fund, compared to other mutual funds, this Fund may
invest a greater percentage of its assets in a particular issuer. Because
the appreciation or depreciation of a single stock may have a greater impact
on the net asset value of a non-diversified fund, its share price can be
expected to fluctuate more than a comparable diversified fund. Therefore,
investors should consider this greater risk versus the safety that comes
with a more diversified portfolio.

Who May Want to Invest in the Amerindo Internet B2B Fund

<PAGE>

PROSPECTUS 5
Amerindo
Health & Biotechnology Fund
--------------------------------------------------------------------------------

Investment Objective

Principal Investment Strategies

Principal Risks

[o] The loss of money is a risk of investing in the Fund.

[o] The value of the Fund's shares and the securities held by the Fund can each
decline in value.

[o] The Fund may involve significantly higher risks and therefore may experience
greater volatility than a fund that does not primarily invest in the health
and biotechnology fields.

[o] Investments in smaller capitalized companies may involve greater risks, such
as limited product lines, markets and financial or managerial resources.

[o] As a non-diversified fund, compared to other mutual funds, this Fund may
invest a greater percentage of its assets in a particular issuer. Because
the appreciation or depreciation of a single stock may have a greater impact
on the net asset value of a non-diversified fund, its share price can be
expected to fluctuate more than a comparable diversified fund. Therefore,
investors should consider this greater risk versus the safety that comes
with a more diversified portfolio.

Who May Want to Invest in the Amerindo Health & Biotechnology Fund

The Amerindo Health & Biotechnology Fund is designed for long-term investors who
understand and are willing to accept the risk of loss involved in investing in a
fund seeking long-term capital appreciation. Investors should consider their
investment goals, their time horizon for achieving them, and their tolerance for
risk before investing in the Fund. If you seek an aggressive approach to capital
growth and can accept the greater than average level of price fluctuations that
this Fund is expected to experience, this Fund could be an appropriate part of
your overall investment strategy. The Fund should not represent your complete
investment program or be used for short-term trading purposes.

<PAGE>

6 PROSPECTUS
AMERINDOFUNDS

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

Fee Table

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

<TABLE>
<CAPTION>
Technology Fund Internet B2B Fund Health & Biotechnology Fund
Class D Class D Class D
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees (fees paid directly from your investment)
------------------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price) None None None

Redemption Fees for shares held less than 1 year
(as a percent of amount redeemed) 2.00% 2.00% 2.00%

Exchange Fees None None None

------------------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses(1) (expenses that are deducted from Fund assets)
------------------------------------------------------------------------------------------------------------------------------------

Management Fees 1.50% 1.50% 1.50%

Distribution and/or Service (12b-1) Fees 0.25% 0.25% 0.25%

Other Expenses 0.54% 0.34%(2) 1.71%(2)
----- ----- -----

Total Annual Fund Operating Expenses 2.29% 2.09% 3.46%

Fee Waiver/Expense Reimbursement 0.04% 1.21%
----- -----

Net Total Annual Fund Operating Expenses 2.25% 2.25%
</TABLE>

(1) The Advisor is contractually obligated to waive its fees and to reimburse
any expenses to the extent that the Total Annual Fund Operating Expenses
exceed 2.25%. This Expense Limitation Agreement will terminate on October
31, 2000. For the year ended October 31, 1999, with respect to the Amerindo
Technology Fund, the Advisor reimbursed the Fund 0.04% of the Advisor's
fee. After this reimbursement, the "Management Fees" were 1.46% and "Total
Fund Operating Expenses" were 2.25%.

(2) Other Expenses are based on estimated amounts for the current fiscal year.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in a Fund over the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that a Fund's operating expenses remain
the same. The information would be the same if you did not redeem your shares.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

Year 1 Year 3 Year 5 Year 10

Technology Fund
Class D $228 $703 $1,205 $2,585

Internet B2B Fund
Class D $212 $655 -- --

Health & Biotechnology Fund
Class D $228 $703 -- --

<PAGE>

PROSPECTUS 7
AMERINDOFUNDS
--------------------------------------------------------------------------------

Investment Objectives,
Principal Investment
Strategies and Related Risks

Investment Objective.

The following information applies to the Amerindo Technology Fund and the
Amerindo Internet B2B Fund:

Principal Investment Strategies.

The following information applies to the Amerindo Health & Biotechnology Fund:

Principal Investment Strategies.

The Amerindo Health & Biotechnology Fund seeks to achieve its investment
objective by investing at least 65% of its assets (although the Fund intends, as
a non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of companies in the health and biotechnology fields which, in the opinion
of the Advisor, have the potential for capital appreciation. The health and
biotechnology fields include technology (i.e., software) for healthcare
management, pharmaceuticals and healthcare services or devices.

The following information applies to each of the Funds:

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8 PROSPECTUS
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of each Fund's holdings will be invested in newly-issued securities being sold
in the secondary market.

Buy/Sell Decisions.

The Funds' investment advisor considers the following factors when buying and
selling securities for each Fund: (i) the value of individual securities
relative to other investment alternatives, (ii) trends in the variables that
determine corporate profits, (iii) corporate cash flow, (iv) balance sheet
changes, (v) management capability and practices and (vi) the economic and
political outlook.

Portfolio Turnover.

Purchases and sales are made for each Fund whenever necessary, in the Advisor's
opinion, to meet each Fund's investment objective, other investment policies,
and the need to meet redemptions. Each Fund will minimize portfolio turnover
because it will not seek to realize profits by anticipating short-term market
movements and intends to buy securities for long-term capital appreciation under
ordinary circumstances. The turnover rate for the Amerindo Technology Fund Class
D shares for the fiscal year ended October 31, 1999 was 170%. The turnover rate
for the twelve months ended December 31, 1999 was 125%. Portfolio turnover may
involve the payment by a Fund of dealer spreads or underwriting commissions, and
other transaction costs, on the sale of securities, as well as on the investment
of the proceeds in other securities. The greater the portfolio turnover the
greater the transaction costs to a Fund which could have an adverse effect on a
Fund's total rate of return. A greater portfolio turnover rate will also result
in a greater rate of gain or loss recognition for tax purposes, and can
accelerate the time at which shareholders must pay tax on any gains realized by
the Fund.

Additional Investment
Information and Risk Factors

The Technology and Science Areas.

Companies in the rapidly changing fields of technology and science face special
risks. For example, their products or services may not prove commercially
successful or may become obsolete quickly. The value of a Fund's shares may be
susceptible to factors affecting the technology and science areas and to greater
risk and market fluctuation than an investment in a fund that invests in a
broader range of portfolio securities not concentrated in any particular
industry. As such, a Fund is not an appropriate investment for individuals who
are not long-term investors and who, as their primary objective, require safety
of principal or stable income from their investments. The technology and science
areas may be subject to greater governmental regulation than many other areas
and changes in governmental policies and the need for regulatory approvals may
have a material adverse effect on these areas. Additionally, companies in these
areas may be subject to risks of developing technologies, competitive pressures
and other factors and are dependent upon consumer and business acceptance as new
technologies evolve.

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The Healthcare and Biotechnology Areas.

The healthcare industry is subject to government regulation and government
approval of products and services, which could have a significant effect on
price and availability. Furthermore, the types of products or services produced
or provided by healthcare companies can quickly become obsolete. The
biotechnology industry can be significantly affected by patent consideration,
intense competition, rapid technological change and obsolescence, and government
regulation. Biotechnology companies may have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic.

Concentration.

The volatile nature of the technology, science, healthcare and biotechnology
areas could cause price appreciation in a particular security or securities that
results in that investment increasing its concentration in the portfolio, in
some cases, well above the level at which it was originally purchased. For
instance, even though an investment may have been purchased at a time when it
represented less than 25% of a portfolio, appreciation may cause that
concentration to be significantly greater than 25% at various times in a rising
market.

Smaller Capitalized Companies.

The Advisor believes that smaller capitalized companies generally have greater
earnings and sales growth potential than larger capitalized companies. The level
of risk will be increased to the extent that a Fund has significant exposure to
smaller capitalized or unseasoned companies (those with less than a three-year
operating history). Investments in smaller capitalized companies may involve
greater risks, such as limited product lines, markets and financial or
managerial resources. In addition, less frequently-traded securities may be
subject to more abrupt price movements than securities of larger capitalized
companies.

Borrowing.

Each Fund may, from time to time, borrow money from banks for temporary,
extraordinary or emergency purposes. Such borrowing will not exceed an amount
equal to one-third of the value of a Fund's total assets less its liabilities
and will be made at prevailing interest rates. A Fund may not, however, purchase
additional securities while borrowings exceed 5% of its total assets.

Illiquid Securities.

Each Fund may invest up to 15% of its net assets in illiquid securities,
including restricted securities (i.e., securities subject to certain
restrictions on their transfer) and other securities that are not readily
marketable, such as repurchase agreements maturing in more than one week,
provided, however, that any illiquid securities purchased by a Fund will have
been registered under the Securities Act of 1933 or be securities of a class, or
convertible into a class, which is already publicly traded and the issuer of
which is filing reports required by Section 13 or 15 of the Securities Exchange
Act of 1934.

Temporary Investments.

When the Advisor believes that adverse business or financial conditions warrant
a temporary defensive position, a Fund may invest up to 100% of its assets in
short-term instruments such as commercial paper, bank certificates of deposit,
bankers' acceptances, variable rate demand instruments or repurchase agreements
for such securities and securities of the U.S. Government and its agencies and
instrumentalities, as well as cash and cash equivalents denominated in foreign
currencies. Investments in domestic bank certificates of deposit and bankers'
acceptances will be limited to banks that have total assets in excess of $500
million and are subject to regulatory supervision by the U.S. Government or
state governments. While taking a defensive position, a Fund may not achieve its
investment objective.

Repurchase Agreements.

A Fund's portfolio position in cash or cash equivalents may include entering
into repurchase agreements. A repurchase agreement is an instrument under which
an investor purchases a U.S. Government security from a vendor, with an
agreement by the vendor to repurchase

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10 PROSPECTUS
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the security at the same price, plus interest at a specified rate. Repurchase
agreements may be entered into with member banks of the Federal Reserve System
or "primary dealers" (as designated by the Federal Reserve Bank of New York) in
U.S. Government securities. Repurchase agreements usually have a short duration,
often less than one week. Each Fund requires continual maintenance by the Funds'
custodian of the market value of underlying collateral in amounts equal to, or
in excess of, the value of the repurchase agreement including the agreed upon
interest. If the institution defaults on the repurchase agreement, a Fund will
retain possession of the underlying securities. In addition, if bankruptcy
proceedings are commenced with respect to the seller, realization on the
collateral by a Fund may be delayed or limited and a Fund may incur additional
costs. In such case the Fund will be subject to risks associated with changes in
the market value of the collateral securities. Each Fund intends to limit
repurchase agreements to transactions with institutions believed by the Advisor
to present minimal credit risk. Repurchase agreements may be considered to be
loans under the Investment Company Act of 1940, as amended.

Non-Diversified Status.

A "non-diversified" fund has the ability to take larger positions in a smaller
number of issuers. Because the appreciation or depreciation of a single stock
may have a greater impact on the net asset value of a non-diversified fund, its
share price can be expected to fluctuate more than a comparable diversified
fund. This fluctuation, if significant, may affect the performance of a Fund.

Management, Organization
and Capital Structure

Advisor.

Amerindo Investment Advisors Inc. (the "Advisor" or "Amerindo"), a registered
investment advisor, is a California corporation with its principal office
located at One Embarcadero, Suite 2300, San Francisco, California 94111. The
Advisor, an emerging growth stock manager specializing in the technology and
healthcare sectors, had assets under management of approximately $5.8 billion as
of December 31, 1999. Alberto W. Vilar and Dr. Gary A. Tanaka are primarily
responsible for the day-to-day management of each Fund's portfolio. Their
biographies are as follows:

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PROSPECTUS 11
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Technology and Ph.D. in Applied Mathematics from Imperial College, University of
London.

Advisor's Fees.

Pursuant to the terms of the Investment Advisory Agreements, each Fund will pay
an annual advisory fee, paid monthly, equal to 1.50% of each Fund's average
daily net assets. The advisory fee is higher than the fee paid by most other
mutual funds, however, the Board of Directors believes it to be reasonable in
light of the advisory services each Fund receives. Any portion of the advisory
fees received by the Advisor may be used by the Advisor to provide investor and
administrative services and for distribution of Fund shares. The Advisor may
also voluntarily waive a portion of its fee or assume certain expenses of a
Fund. The Advisor is contractually obligated to waive its fees and to reimburse
any expenses to the extent that the Total Annual Fund Operating Expenses exceed
2.25%. This Expense Limitation Agreement will terminate on October 31, 2000. The
contractual waiver and any voluntary waivers or reimbursements have the effect
of lowering the overall expense ratio of a Fund and of increasing yield to
investors in the Fund. See "Expense Limitation" in Section V.A.2 of the
Statement of Additional Information. In addition, the Advisor receives service
fees of 0.25% of the Class D shares' average daily net assets.

The following information relates to the Amerindo Technology Fund only:

Prior Performance of the Advisor.

In the early 1980s, Amerindo pioneered the management of dedicated emerging
technology portfolios of high technology and healthcare stocks designed to
service the financial needs of the institutional investor. Amerindo was ranked
the number one manager, based on one-year annualized return, out of 647 and 667
equity managers, respectively, by Money Manager Review for calendar years 1998
and 1999, respectively. Equity money managers participating in the survey had at
least $30 million under management and at least 5 years of history. This
performance information relates to Amerindo's management of institutional
accounts and should not be interpreted as indicative of future performance of
the Funds. The performance figures upon which these rankings were based do not
include a reduction for any charges or expenses with respect to such accounts.
Further, Amerindo has not independently verified the accuracy, completeness or
process underlying the performance figures upon which these rankings were based,
the performance of other equity managers or its ranking among them, and makes no
representation as to the accuracy or completeness of this performance
information.

Amerindo's equity composite includes the portfolios, with assets above
$5,000,000, managed in substantially similar styles to that of the Amerindo
Technology Fund of all clients which are institutions, such as qualified
retirement plans, charitable foundations and educational endowment funds, for
which investment income and realized capital gains are exempt from Federal
income tax, and for which Amerindo has full discretionary authority to manage in
accordance with the firm's equity strategy for separate accounts. Amerindo has
elected to comply with the American Association for Investment Management and
Research ("AIMR") presentation standards for the period October 1, 1987
(inception of the composite) through December 31, 1999. An independent
accounting firm has conducted an examination with respect to Amerindo for the
period October 1, 1987 through December 31, 1999, and has confirmed that
Amerindo's performance presentation contained herein for such period conforms
with AIMR standards. The Independent Accountants' Report is available upon
request. AIMR has not been involved with the preparation or review of the
Independent Accountants' Report. The AIMR method of performance differs from
that of the SEC and can contain different results. The private accounts listed
do not have to comply with the Investment Company Act of 1940 or Subchapter M of
the Internal Revenue Code. If this compliance was necessary, the account's
performance could be adversely affected. In addition, to the extent that Fund
expenses are higher than account expenses, if Fund expenses had been applied,

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12 PROSPECTUS
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performance of the accounts in the composite would have been lower.

The following Schedule represents the rates of return for the equity composite
for the annual investment periods from January 1, 1990 through December 31,
1999. Accounts benchmarks are the Standard & Poor's 500 Composite Stock Index,
Hambrecht & Quist Growth Index and the Russell 2000 Growth Index. The
Independent Accountants' Report relates to their examination of Amerindo's
performance from the inception of the composite, October 1, 1987, through
December 31, 1999, which is in accordance with AIMR standards.

<TABLE>
<CAPTION>
Asset Weighted Composite Rate Asset Weighted Composite Rate of Russell 2000
Year of Return Net of Advisory Fees(1) Return Gross of Advisory Fees(1) S&P 500 Index H&Q Growth Index Growth Index
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1990 6.75% 8.49% -3.19% 3.89% -17.41%
1991 76.52% 78.39% 30.55% 94.49% 51.18%
1992 7.61% 8.73% 7.68% -3.57% 7.77%
1993 15.08% 16.42% 10.00% 7.81% 13.36%
1994 -2.66% -1.53% 1.33% 3.38% -2.43%
1995 87.51% 89.39% 37.50% 61.72% 31.04%
1996 8.04% 9.61% 23.22% 10.86% 11.26%
1997 -26.61% -26.05% 33.34% 2.39% 12.95%
1998 61.67% 64.14% 28.58% 45.04% 1.23%
1999 249.35% 252.61% 21.03% 180.08% 43.09%
------------------------------------------------------------------------------------------------------------------------------------
1 Year 249.35% 252.61% 21.03% 180.08% 43.09%
------------------------------------------------------------------------------------------------------------------------------------
5 Years 53.05% 54.79% 28.59% 49.46% 18.99%
------------------------------------------------------------------------------------------------------------------------------------
10 Years 34.29% 35.87% 18.22% 32.11% 13.51%
------------------------------------------------------------------------------------------------------------------------------------
Annualized rates of return for the period January 1, 1990 to December 31, 1999
34.29% 35.87% 18.22% 32.11% 13.51%

(1) Composite returns are shown both gross and net of investment management
fees. The composite is derived from all fully discretionary, tax-free
sheltered equity accounts in this style with assets above $5,000,000.
Past performance is no guarantee of future results.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Amerindo Technology Fund's annualized total return with respect to Class D
shares for the period August 3, 1998 (commencement of operations) through
December 31, 1999 was 63.34%. The Amerindo Technology Fund's total return for
the calendar year ended December 31, 1999 was 248.86%.

The following information relates to each Fund:

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PROSPECTUS 13
AMERINDOFUNDS
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Pricing of Fund Shares

Net asset values per share for Class D shares of each Fund is determined by
subtracting from the value of such class's total assets the amount of its
liabilities and dividing the remainder by the number of its outstanding shares.
The value of each security for which readily available market quotations exist
is based on a decision as to the broadest and most representative market for the
security. The value is based either on the last sale price on a national
securities exchange, or, in the absence of recorded sales, at the readily
available closing bid price on such exchanges, or at the quoted bid price in the
over-the-counter market. Assets for which market quotations are not readily
available are valued in accordance with procedures established by the Company's
Board of Directors, including use of an independent pricing service or services
which use prices based on yields or prices of comparable securities, indications
as to values from dealers and general market conditions.

How To Purchase Shares

Initial Investments by Wire.

You may purchase Class D shares of the Funds by wiring immediately available
federal funds (subject to the minimum investment) to Bankers Trust Company from
your bank (see instructions below). Your bank may charge a fee for doing so. The
minimum initial investment in Class D shares is $2,500 ($1,000 for IRA
accounts), each of which may be waived by a Fund.

Bankers Trust Company
New York, New York
ABA# 021001033
Account # 01-465-547
F/B/O [name of Fund]
Class D
Fund Acct. No._____________
Social Security or
Tax Identification No.__________________

You are required to fax and mail the original signed application to the Transfer
Agent at the above address in order to complete your initial wire purchase. Wire
orders will be accepted only on a day on which the Funds and the Custodian and
Transfer Agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase accepted by the Fund.
Shareholders will receive the next determined net asset value per share after
receipt of such wire and the acceptance of the purchase by the Fund. Any delays
which may occur in wiring money, including delays which may occur in processing
by the banks, are not the responsibility of the Fund or the Transfer Agent.
There is presently no fee for the receipt of wired funds, but the right to
charge shareholders for this service is reserved by the Funds.

Initial Investments by Mail.

An account may be opened by completing and signing an Account Application and
mailing it to the Fund at the address noted below, together with a check
(subject to the minimum investment) payable to:

AmerindoFunds
c/o Forum Shareholder Services LLC
P.O. Box 446
Portland, ME 04112

Payment for the purchase of shares received by mail will be credited to a
shareholder's account at the net asset value per share of the Fund next
determined after receipt. Such payment need not be converted into federal funds
(monies credited to the Fund's custodian bank by a Federal Reserve Bank) before
acceptance by the Fund's Distributor. In the event that there are insufficient
funds to cover a check, such prospective investor or investors will be assessed
a $15.00 charge.

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14 PROSPECTUS
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Additional Investments.

Additional investments may be made at any time (subject to a minimum subsequent
investment of $500) by purchasing shares at net asset value by mailing a check
to the Fund at the address noted under "Initial Investments by Mail" (payable to
Amerindo Internet B2B Fund Class D, Amerindo Health & Biotechnology Fund Class D
or Amerindo Technology Fund Class D) or by wiring monies to the clearing bank as
outlined above, or by telephone or Internet with payment by Automated Clearing
House ("ACH"), electronically transferring funds from the investor's designated
bank account. In order to purchase shares by telephone or Internet and make
payment by ACH, an investor must complete the appropriate sections of the
application. Shareholders who have authorized telephone purchases may effect
purchases by calling the Transfer Agent at 1-888-832-4386.

Other Purchase Information.

Investors may open accounts in the Funds only through the exclusive Distributor
for the Fund. SEI Investments Distribution Co., for nominal consideration and as
agent for each Fund, will solicit orders for the purchase of Fund shares,
provided that any subscriptions and orders will not be binding on a Fund until
accepted by the Fund as principal. See "Distribution Arrangements."

The purchase price paid for Class D shares is the current public offering price,
that is, the next determined net asset value of the shares after the order is
placed. See "Pricing of Fund Shares" herein. Class D shares are sold without a
front-end sales load. Each Fund reserves the right to reject any purchase order
if it determines that accepting the order would not be in the best interests of
the Fund or its shareholders.

All purchases of a Fund's shares will be made in full and fractional shares of a
Fund calculated to three decimal places. The Funds do not intend to issue
certificates evidencing Fund shares.

Shares of each Fund may also be sold to corporations or other institutions such
as trusts, foundations or broker-dealers purchasing for the accounts of others
("Shareholder Organizations"). Investors purchasing and redeeming shares of a
Fund through a Shareholder Organization may be charged a transaction-based fee
or other fee for the services of such organization. Each Shareholder
Organization is responsible for transmitting to its customers a schedule of any
such fees and information regarding any additional or different conditions
regarding purchases and redemptions. Customers of Shareholder Organizations
should read this Prospectus in light of the terms governing accounts with their
organization. The Funds do not pay to or receive compensation from Shareholder
Organizations for the sale of Fund shares.

If you have a checking or savings account with your bank, you may purchase
shares of any Fund automatically through regular deductions from your account in
amounts of at least $100 per month.

Each Fund has available a form of Individual Retirement Account ("IRA") which
may be obtained from the Fund that permits the IRA to invest in Class D shares
of the Funds. The minimum initial

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PROSPECTUS 15
AMERINDOFUNDS
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investment for all retirement plans is $1,000 with a subsequent minimum
investment of $500. Investors desiring information regarding investments through
IRAs should write or telephone the Funds.

How To Redeem Shares

Shares of a Fund may be redeemed by mail, or, if authorized, by telephone or
internet. The value of shares redeemed may be more or less than the purchase
price, depending on the market value of the investment securities held by a
Fund.

By Mail.

Each Fund will redeem its shares at the net asset value next determined after
the request is received in "good order." The net asset value per share of each
Fund is determined as of 4:00 p.m., Eastern time, on each day that the NYSE, the
Funds and the Distributor are open for business. Requests should be addressed to
AmerindoFunds, c/o Forum Shareholder Services LLC, P.O. Box 446, Portland, ME
04112.

Requests in "good order" must include the following documentation:

(a) letter of instruction, if required, or a stock assignment specifying the
number of shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are registered;

(b) any required signature guarantees (see "Signature Guarantees" below); and

(c) other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and profit
sharing plans and other organizations.

Signature Guarantees.

To protect shareholder accounts, each Fund and the transfer agent from fraud,
signature guarantees are required to enable a Fund to verify the identity of the
person who has authorized a redemption from an account. Signature guarantees are
required for redemptions where the proceeds are to be sent to someone other than
the registered shareholder(s) and the registered address, (2) share transfer
requests, (3) written requests greater than $50,000, and (4) redemptions from an
account for which the address or account registration has changed within the
last 30 days. Signature guarantees may be obtained from certain eligible
financial institutions, including, but not limited to, the following: banks,
trust companies, credit unions, securities brokers and dealers, savings and loan
associations and participants in the Securities Transfer Association Medallion
Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP") or the New York
Stock Exchange Medallion Signature Program ("MSP"). Shareholders may contact the
Fund at 1-888-832-4386 for further details.

By Telephone or Internet.

Provided the Telephone/Internet Redemption Option has been authorized, a
redemption of shares may be requested by calling a Fund at 1-888-832-4386 or by
visiting the Funds' website at www.amerindo.com and requesting that the
redemption proceeds be mailed to the primary registration address or wired per
the authorized instructions. If the Telephone/Internet Redemption Option is
authorized, the Funds and the transfer agent may act on telephone or Internet
instructions from any person representing himself or herself to be a shareholder
and believed by the Fund or the transfer agent to be genuine. The transfer
agent's records of such instructions are binding and shareholders, and not the
Funds or the transfer agent, bear the risk of loss in the event of unauthorized
instructions reasonably believed by a Fund or the transfer agent to be genuine.
Each Fund will employ reasonable procedures to confirm that instructions
communicated are genuine and, if it does not, it may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures employed by the
Funds in connection with transactions initiated by telephone may include tape
recording of telephone instructions and requiring some form of personal
identification prior to acting upon instructions received by telephone. Internet
transactions will require the use of your account number and social security
number. You will be required to choose a password upon your first log-in.

Optional Redemption by the Funds.

Investors are required to maintain a minimum account balance of at least $2,500.
Each Fund reserves the right to redeem, after 60 days' written notice, shares in

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16 PROSPECTUS
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accounts that fall below the minimum balance by reason of redemption and return
the proceeds to investors. The investors may restore and maintain a minimum
balance during the notice period.

Further Redemption Information.

Redemption proceeds for shares of a Fund recently purchased by check may not be
distributed until payment for the purchase has been collected, which may take up
to fifteen business days from the purchase date. Shareholders can avoid this
delay by utilizing the wire purchase option.

Redemption Fee.

The Funds are designed for long-term investors willing to accept the risks
associated with a long-term investment in the common stocks of companies in the
technology, technology-related, science, healthcare and biotechnology
industries. The Funds are not designed for short-term traders whose frequent
purchases and redemptions can generate substantial cash flow. These cash flows
can unnecessarily disrupt a Fund's investment program. Short-term traders often
redeem when the market is most turbulent, thereby forcing the sale of underlying
securities held by a Fund at the worst possible time as far as long-term
investors are concerned. Additionally, short-term trading drives up a Fund's
transaction costs -- measured by both commissions and bid/ask spreads -- which
are borne by the remaining long-term investors. For these reasons, each Fund
assesses a 2.00% fee on the redemption of Class D shares held for less than one
year. Redemption fees will be paid to the Fund to help offset transaction costs.
The fee does not apply to any shares purchased through reinvested distributions
(dividends and capital gains). This fee also does not apply to
employer-sponsored retirement plans (such as 401(k), 403(b), 457, Keogh, Profit
Sharing Plans, and Money Purchase Pension Plans).

Exchanging Fund Shares

You may exchange some or all of your shares in a Fund with any other Fund
identified in this Prospectus. Exchanges from one Fund into another must be for
the same class of shares.

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PROSPECTUS 17
AMERINDOFUNDS
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have a minimum value of $2,500 ($1,000 for IRAs). All subsequent exchanges must
have a minimum value of $250 per Fund. If you recently purchased shares by check
or through ACH, you may not be able to exchange your shares until your check has
cleared (which may take up to 15 days from the date of purchase). Each Fund
assesses the 2.00% redemption fee on the exchange of shares held less than one
year (see "How To Redeem Shares--Redemption Fee" above).

Dividends and Distributions

At least 90% of net investment income of Class D of each Fund will be declared
as dividends and paid annually. If an investor's shares are redeemed prior to
the date on which dividends are normally declared and paid, accrued but unpaid
dividends will be paid with the redemption proceeds. Substantially all the
realized net capital gains for the Class D shares of each Fund, if any, are
declared and paid on an annual basis. Dividends are payable to investors of
record at the time of declaration. For a discussion of the taxation of dividends
or distributions, see "Taxes."

The net investment income of Class D shares of each Fund for each business day
is determined immediately prior to the determination of net asset value. Net
investment income for other days is determined at the time net asset value is
determined on the prior business day. Class D shares of each Fund earn dividends
on the business day their purchase is effective but not on the business day
their redemption is effective. See "Purchase of Shares" and "Redemption of
Shares."

Choosing a Distribution Option.

Distribution of dividends from Class D of each Fund may be made in accordance
with several options. A shareholder may select one of three distribution
options:

1. Automatic Reinvestment Option.

Both dividends and capital gains distributions will be automatically
reinvested in additional shares of a Fund unless the investor has elected
one of the other two options.

2. Cash Dividend Option.

Dividends will be paid in cash, and capital gains, if any, will be
reinvested in additional shares.

3. All Cash Option.

Both dividends and capital gains distributions will be paid in cash.

Tax Consequences

The Amerindo Technology Fund has elected and intends to continue to qualify
annually as a regulated investment company under the Internal Revenue Code of
1986 ("Code"). The Amerindo Technology Fund did so qualify for its previous
taxable year. The Amerindo Internet B2B Fund and the Amerindo Health &
Biotechnology Fund each intends to qualify annually and to elect to be treated
as a regulated investment company effective for its taxable year ending October
31, 2000. Each year the Funds qualify as regulated investment companies, the
Funds will generally not be subject to Federal income tax on net ordinary income
and net realized capital gains paid out to their stockholders.
A Fund can also avoid an annual 4% excise tax if it distributes substantially
all of its ordinary income and short and long-term capital gain each year.

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18 PROSPECTUS
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domestic corporations, each Fund does not believe that any of its distributions
will qualify for this deduction.

Distribution Arrangements

12b-1 Plan.

Each Fund, on behalf of Class D shares, has adopted a distribution and service
plan, pursuant to Rule 12b-1 under the Investment Company Act (the "Plan"). Rule
12b-1 provides that an investment company which bears any direct or indirect
expense of distributing its shares must do so only in accordance with a plan
permitted by this Rule. The total amounts payable under the Plan by the Class D
shares of a Fund may not exceed 0.25% per annum. Fees paid under the Plan may
not be waived for individual shareholders.

In accordance with the Plan, Class D shares will compensate the Advisor for
certain expenses and costs incurred in connection with providing shareholder
servicing and maintaining shareholder accounts and to compensate parties with
which it has written

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PROSPECTUS 19
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agreements and whose clients own Class D shares for providing servicing to their
clients ("shareholder servicing"). Each Fund is subject to a maximum service fee
of 0.25% per annum of the Class D shares' average daily net assets. The
shareholder servicing agents that the Advisor retains will perform the following
services: (i) answer customer inquiries regarding account status and history,
the manner in which purchases and redemptions of shares of a Fund may be
effected and certain other matters pertaining to a Fund; (ii) assist
shareholders in designating and changing dividend options, account designations
and addresses; (iii) provide necessary personnel and facilities to establish and
maintain shareholder accounts and records; (iv) assist in processing purchase
and redemption transactions; (v) arrange for the wiring of funds; (vi) transmit
and receive funds in connection with customer orders to purchase or redeem
shares; (vii) verify and guarantee shareholder signatures in connection with
redemption orders and transfers and changes in shareholder designated accounts;
(viii) furnish (either separately or on an integrated basis with other reports
sent to a shareholder by a Fund) quarterly and year-end statements and
confirmations in a timely fashion after activity is generated in the account;
(ix) transmit, on behalf of each Fund, proxy statements, annual reports,
updating prospectuses and other communications from a Fund to shareholders; (x)
receive, tabulate and transmit to a Fund, proxies executed by shareholders with
respect to meetings of shareholders of a Fund; and (xi) provide such other
related services as a Fund or a shareholder may request.

The Plan provides that the Advisor and the Distributor may make payments from
time to time from their own resources which may include the advisory fee and
past profits for the following purposes: (i) to defray the costs of and to
compensate others, including financial intermediaries with whom the Distributor
or Advisor has entered into written agreements, for performing shareholder
servicing and related administrative functions; (ii) to compensate certain
financial intermediaries for providing assistance in distributing Class D
shares; (iii) to pay the costs of printing and distributing the Funds'
prospectuses to prospective investors; and (iv) to defray the cost of the
preparation and printing of brochures and other promotional materials, mailings
to prospective shareholders, advertising, and other promotional activities,
including the salaries and/or commissions of sales personnel in connection with
the distribution of the Funds' shares. The Distributor or the Advisor, as the
case may be, in their sole discretion, will determine the amount of such
payments made pursuant to the Plan with the shareholder servicing agents and
broker-dealers they have contracted with, provided that such payments made
pursuant to the Plan will not increase the amount which a Fund is required to
pay to the Distributor or the Advisor for any fiscal year under the Plan or
otherwise. Any servicing fees paid to the Advisor also may be used for purposes
of (i) above.

<PAGE>

20 PROSPECTUS
AMERINDOFUNDS
Financial Highlights Information
--------------------------------------------------------------------------------

Amerindo Technology Fund -- Class D Shares

The following table is intended to help you understand the Amerindo Technology
Fund's Class D shares' financial performance since its inception. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Class D shares of the Amerindo Technology Fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by Morrison, Brown, Argiz & Company whose report, along with the
Fund's financial statements, is included in the annual report, which is
available upon request. The table is part of the Amerindo Technology Fund's
financial statements for the period ended October 31, 1999, which are available
to shareholders upon request.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
AMERINDO TECHNOLOGY FUND -- CLASS D SHARES
-----------------------------------------------------------------------------------------------------
For the period
October 28, 1996
For the For the (commencement of
period ended year ended investment operations)
October 31, December 31, through December 31,
-----------------------------------------------------------------------------------------------------
1999*** 1998 1997 1996
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.61 $ 7.37 $ 9.00 $ 10.00
-------- ------ ------- -------

Income (loss) from investment operations:
Net investment loss (0.07) (0.20) (0.16) (0.04)
Net realized and unrealized gain
(loss) on investments 20.07 6.44 (1.47) (0.96)
-------- ------ ------- -------
Net increase (decrease) in net assets
from investment operations 20.00 6.24 (1.63) (1.00)
-------- ------ ------- -------

Less distributions:
Net realized gains on investments (10.15) 0.00 0.00 0.00
-------- ------ ------- -------
Total distributions (10.15) 0.00 0.00 0.00
-------- ------ ------- -------
Net asset value, end of period $ 23.46 $13.61 $ 7.37 $ 9.00
======== ====== ====== =======
Total investment return** 146.74% 84.67% (18.11)% (10.00)%
======== ====== ====== =======

Ratios/supplemental data:
Net assets end of period (in 000's) $272,205 $64,194 $40,191 $34,210
Ratio of expenses to average net assets 2.29%* 2.75% 2.83% 3.82%*
Ratio of expenses to average net assets,
net of reimbursement 2.25%* 2.25% 2.25% 2.25%*
Ratio of net investment loss to average
net assets (0.68)%* (2.72)% (2.83)% (3.82)%*
Ratio of net investment loss to average
net assets, net of reimbursement (0.64)%* (2.21)% (2.25)% (2.25)%*
Portfolio turnover rate 170.00% 78.46% 355.21% 0.00%
-----------------------------------------------------------------------------------------------------
</TABLE>

* Annualized

** Total investment return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.

*** Subsequent to December 31, 1998, the Fund's management elected to change the
Fund's fiscal year end to October 31, 1999.

<PAGE>

AMERINDOFUNDS
Board of Directors

Alberto W. Vilar, Chairman of the Board........Amerindo Investment Advisors Inc.

Gary A. Tanaka.................................Amerindo Investment Advisors Inc.

John Rutledge...............................................Rutledge Capital LLC

Jude T. Wanniski..............................................Polyconomics, Inc.

<PAGE>

AMERINDO FUNDS INC.
May 30, 2000

INVESTMENT ADVISOR
Amerindo Investment Advisors Inc.
San Francisco, California
New York, New York

ADMINISTRATOR
SEI Investments Mutual Funds Services
Oaks, Pennsylvania

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania

TRANSFER AND DIVIDEND AGENT
Forum Shareholder Services LLC
Portland, Maine

CUSTODIAN
The Northern Trust Company
Chicago, Illinois

LEGAL COUNSEL
Battle Fowler LLP
New York, New York

1-888-832-4386
www.amerindo.com

SEC File Number: 811-07531

AME-F-007-03
<PAGE>

AMERINDO FUNDS INC.
Amerindo Technology Fund
Amerindo Technology Fund II
Amerindo Internet B2B Fund
Amerindo Health & Biotechnology Fund
-----------------------------------------------------------------
MAY 30, 2000

RELATING TO THE
AMERINDO TECHNOLOGY FUND
AMERINDO TECHNOLOGY FUND II
AMERINDO INTERNET B2B FUND
AMERINDO HEALTH & BIOTECHNOLOGY FUND,
PROSPECTUS FOR CLASS A AND C SHARES
AND THE PROSPECTUS FOR THE CLASS D SHARES
DATED MAY 30, 2000

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

This Statement of Additional Information ("SAI") sets forth information
which may be of interest to investors but which is not necessarily included in
the Funds' prospectuses, dated May 30, 2000 (the "Prospectuses").

This SAI is not a prospectus and should be read in conjunction with the
Funds' Prospectuses, copies of which may be obtained without charge by writing
to the Funds at 399 Park Avenue, 22nd Floor, New York, New York 10022.

This SAI is incorporated by reference into the Prospectuses in its
entirety.

TABLE OF CONTENTS

<TABLE>
-------------------------------------------------------------- -----------------------------------------------------
<S> <C><C> <C>
Fund History.................................................1 Capital Stock and Other Securities.................20
Description of the Fund and its Investments and Risks........1 Purchase, Redemption and Pricing of Shares........ 21
Management of the Fund .................................... 9 Taxation of the Fund.............................. 21
Control Persons and Principal Holders
of Securities..............................................12 Underwriters...................................... 23
Investment Advisory and Other
Services....................................................12 Calculation of Performance Data .................. 24
Brokerage Allocation and Other Practices....................18 Financial Statements ..............................25

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

915866.6
<PAGE>

I. FUND HISTORY

Amerindo Funds Inc. (the "Company") was incorporated in
Maryland on February 6, 1996. This SAI relates to the Amerindo Technology Fund,
Amerindo Technology Fund II, Amerindo Internet B2B Fund, and Amerindo Health &
Biotechnology Fund (each, a "Fund", and collectively, the "Funds"). At this
time, the Amerindo Technology Fund II has not yet been activated by the Adviser.

II. DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

A. INVESTMENT STRATEGIES AND RISKS

Amerindo Technology Fund and Amerindo Technology Fund II
--------------------------------------------------------

The Amerindo Technology Fund and the Amerindo Technology Fund
II are non-diversified, open-end, management investment companies. Each Fund's
investment objective is to seek long-term capital appreciation. Each Fund seeks
to achieve its objective by investing at least 65% of its assets (although each
Fund intends, as a non-fundamental policy, to invest at least 80% of its assets)
in the common stocks of technology companies. Technology companies are those
companies with business operations in either the technology or science areas.
Current income is incidental to each Fund's investment objective. The investment
objective is fundamental to the Funds and may not be changed without shareholder
approval. There can be no assurance that each Fund's investment objective will
be achieved.

These Funds are designed for long-term investors who
understand and are willing to accept the risk of loss involved in investing in a
mutual fund seeking long-term capital appreciation. Investors should consider
their investment goals, their time horizon for achieving them, and their
tolerance for risk before investing in the Funds. If you seek an aggressive
approach to capital growth and can accept the greater than average level of
price fluctuations that these Funds are expected to experience, these Funds
could be an appropriate part of your overall investment strategy. The Funds
should not be used as a trading vehicle.

Amerindo Internet B2B Fund
--------------------------

The Amerindo Internet B2B Fund is a non-diversified, open-end,
management investment company. This Fund's investment objective is to seek
long-term capital appreciation. The Fund seeks to achieve its objective by
investing at least 65% of its assets (although the Fund intends, as a
non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of technology companies in the Internet business to business ("B2B")
Sector. B2B companies are those companies with primary business operations
enabling or managing through services, software or components business to
business operations over the Internet. Current income is incidental to the
Fund's investment objective. The investment objective is fundamental to the Fund
and may not be changed without shareholder approval. There can be no assurance
that the Fund's investment objective will be achieved.

This Fund is designed for long-term investors who understand
and are willing to accept the risk of loss involved in investing in a mutual
fund seeking long-term capital appreciation. Investors should consider their
investment goals, their time horizon for achieving them, and their tolerance for
risk before investing in the Fund. If you seek an aggressive approach to capital
growth and can accept the greater than average level of price fluctuations that
this Fund is expected to experience, this Fund could be an appropriate part of
your overall investment strategy. The Fund should not be used as a trading
vehicle.

915866.6
-1-

<PAGE>

Amerindo Health & Biotechnology Fund
------------------------------------

The Amerindo Health & Biotechnology Fund is a non-diversified,
open-end, management investment company. This Fund's investment objective is to
seek long-term capital appreciation. The Fund seeks to achieve its objective by
investing at least 65% of its assets (although the Fund intends, as a
non-fundamental policy, to invest at least 80% of its assets) in the common
stocks of companies in the health and biotechnology fields which, in the opinion
of the Adviser, have the potential for capital appreciation. The health and
biotechnology fields include technology (i.e., software) for health care
management technology, pharmaceuticals and healthcare services or devices.
Current income is incidental to the Fund's investment objective. The investment
objective is fundamental to the Fund and may not be changed without shareholder
approval. There can be no assurance that the Fund's investment objective will be
achieved.

B. DESCRIPTION OF THE FUNDS' INVESTMENT SECURITIES AND DERIVATIVES

1. The Technology and Science Areas. The Adviser believes that
because of rapid advances in technology, science, health and biotechnology, an
investment in companies with business operations in these areas will offer
substantial opportunities for long-term capital appreciation. Of course, prices
of common stocks of even the best managed, most profitable corporations are
subject to market risk, which means their stock prices can decline. In addition,
swings in investor psychology or significant trading by large institutional
investors can result in price fluctuations. Industries likely to be represented
in the portfolio include the Internet, computers, networking and internetworking
software, computer aided design, telecommunications, media and information
services, medical devices and biotechnology. The Funds may also invest in the
stocks of companies that should benefit from the commercialization of
technological advances, although they may not be directly involved in research
and development.

The technology, science, health and biotechnology areas have
exhibited and continue to exhibit rapid growth due to the mass adoption of the
Internet, both through increasing demand for existing products and services and
the broadening of the technology market. In general, the stocks of large
capitalized companies that are well established in the technology market can be
expected to grow with the market and will frequently be found in each of the
Fund's portfolios. The expansion of technology and its related industries,
however, also provides a favorable environment for investment in small to medium
capitalized companies. The Funds' investment policies are not limited to any
minimum capitalization requirement and the Funds may hold securities without
regard to the capitalization of the issuer. The Adviser's overall stock
selection for the Funds is not based on the capitalization or size of the
company but rather on an assessment of the company's fundamental prospects. The
Funds will not purchase stocks of companies during their initial public offering
or during an additional public offering of the same security. The Adviser
anticipates, however, that a significant portion of each Fund's holdings will be
invested in newly-issued securities being sold in the secondary market.

Companies in the rapidly changing fields of technology,
science, healthcare and biotechnology face special risks. For example, their
products or services may not prove commercially successful or may become
obsolete quickly. The value of a Fund's shares may be susceptible to factors
affecting the technology and science areas and to greater risk and market
fluctuation than an investment in a fund that invests in a broader range of
portfolio securities not concentrated in any particular industry. As such, the
Funds are not an appropriate investment for individuals who are not long-term
investors and who, as their primary objective, require safety of

915866.6
-2-

<PAGE>

principal or stable income from their investments. The technology, science,
health care and biotechnology areas may be subject to greater governmental
regulation than many other areas and changes in governmental policies and the
need for regulatory approvals may have a material adverse effect on these areas.
Additionally, companies in these areas may be subject to risks of developing
technologies, competitive pressures and other factors and are dependent upon
consumer and business acceptance as new technologies evolve.

2. The Health and Biotechnology Areas. The health care
industry is subject to government regulation and government approval of products
and services, which could have a significant effect on price and availability.
Furthermore, the types of products or services produced or provided by health
care companies can quickly become obsolete. The biotechnology industry can be
significantly affected by patent considerations, intense competition, rapid
technological change and obsolescence, and governmental regulation.
Biotechnology companies may have persistent losses during a new products'
transition from development to production, an revenue may be erratic.

3. Foreign Securities. Each Fund may invest up to 20% of its
assets in foreign securities. It is, however, the present intention of each Fund
to limit the investment in foreign securities to no more than 5% of its assets.
By investing a portion of its assets in foreign securities, a Fund will attempt
to take advantage of differences among economic trends and the performance of
securities markets in various countries. To date, the market values of
securities of issuers located in different countries have moved relatively
independently of each other. During certain periods, the return on equity
investments in some countries has exceeded the return on similar investments in
the United States. The Adviser believes that, in comparison with investment
companies investing solely in domestic securities, it may be possible to obtain
significant appreciation from a portfolio of foreign investments and securities
from various markets that offer different investment opportunities and are
affected by different economic trends. International diversification reduces the
effect that events in any one country will have on the Fund's entire investment
portfolio. On the other hand, a decline in the value of a Fund's investments in
one country may offset potential gains from investments in another country.

Investment in obligations of foreign issuers and in direct
obligations of foreign nations involves somewhat different investment risks from
those affecting obligations of United States domestic issuers. There may be
limited publicly available information with respect to foreign issuers and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those applicable to domestic
companies. There may also be less government supervision and regulation of
foreign securities exchanges, brokers and listed companies than in the United
States. Foreign securities settlements may in some instances be subject to
delays and related administrative uncertainties that could result in temporary
periods when assets of a Fund are uninvested and no return is earned thereon and
may involve a risk of loss to that Fund. Foreign securities markets have
substantially less volume than domestic securities exchanges and securities of
some foreign companies are less liquid and more volatile than securities of
comparable domestic companies. Brokerage commissions and other transaction costs
on foreign securities exchanges are generally higher than in the United States.
Dividends and interest paid by foreign issuers may be subject to withholding and
other foreign taxes, which may decrease the net return on foreign investments as
compared to dividends and interest paid to a Fund by domestic companies.
Additional risks include future political and economic developments, the
possibility that a foreign jurisdiction might impose or change withholding taxes
on income payable with respect to foreign securities, the possible seizure,
nationalization or expropriation of the foreign issuer or foreign deposits (in
which a Fund could lose its entire investment in a certain market) and the
possible adoption of foreign governmental restrictions such as exchange
controls. There can be no assurance that a Fund's foreign investments will
present less risk than a portfolio of domestic securities.

Foreign Currency. Investments in foreign securities will
usually be denominated in foreign currency, and a Fund may contemporarily hold
funds in foreign currencies. The value of a Fund's investments denominated in
foreign currencies may be affected, favorably or unfavorably, by the relative
strength of the U.S. dollar, changes in foreign currency and U.S. dollar
exchange rates and exchange control regulations. A Fund may

915866.6
-3-

<PAGE>

incur costs in connection with conversions between various currencies. A Fund's
net asset value per share will be affected by changes in currency exchange
rates. Changes in foreign currency exchange rates may also affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by a Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flow and
numerous other factors, including, in some countries, local governmental
intervention).

4. U.S. Government Obligations. U.S. Government obligations
are obligations that are backed by the full faith and credit of the United
States, by the credit of the issuing or guaranteeing agency or by the agency's
right to borrow from the U.S. Treasury. They include (i) U.S. Treasury
obligations, which differ only in their interest rates, maturities and times of
issuance as follows: U.S. Treasury bills (maturity of one year or less), U.S.
Treasury notes (maturity of one year or ten years), U.S. Treasury bonds
(generally maturities of more than ten years), and (ii) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities that are supported
by the full faith and credit of the United States (such as securities issued by
the Government National Mortgage Association, the Federal Housing
Administration, the Department of Housing and Urban Development, the
Export-Import Bank, the General Services Administration and the Maritime
Administration, and certain securities issued by the Farmers' Home
Administration and the Small Business Administration, most of which are
explained below under the section entitled "Mortgage-Backed Securities"). The
maturities of U.S. Government obligations usually range from three months to
thirty years.

5. Repurchase Agreements. When a Fund purchases securities, it
may enter into a repurchase agreement with the seller wherein the seller agrees,
at the time of sale, to repurchase the security at a mutually agreed upon time
and price. A Fund may enter into repurchase agreements with member banks of the
Federal Reserve System and with broker-dealers who are recognized as primary
dealers in United States Government securities by the Federal Reserve Bank of
New York. Although the securities subject to the repurchase agreement might bear
maturities exceeding one year, settlement for the repurchase would never be more
than 397 days after the Fund's acquisition of the securities and normally would
be within a shorter period of time. The resale price will be in excess of the
purchase price, reflecting an agreed upon market rate effective for the period
of time the Fund's money will be invested in the security, and will not be
related to the coupon rate of the purchased security. At the time a Fund enters
into a repurchase agreement the value of the underlying security, including
accrued interest, will be equal to or exceed the value of the repurchase
agreement, and, in the case of a repurchase agreement exceeding one day, the
seller will agree that the value of the underlying security, including accrued
interest, will at all times be equal to or exceed the value of the repurchase
agreement. A Fund may engage in a repurchase agreement with respect to any
security in which it is authorized to invest, even though the underlying
security may mature in more than one year. The collateral securing the seller's
obligation must be of a credit quality at least equal to a Fund's investment
criteria for securities in which it invests and will be held by the Custodian or
in the Federal Reserve Book Entry System.

For purposes of the Investment Company Act of 1940, as amended
(the "1940 Act"), a repurchase agreement is deemed to be a loan from a Fund to
the seller subject to the repurchase agreement and is therefore subject to the
Fund's investment restriction applicable to loans. It is not clear whether a
court would consider the securities purchased by a Fund subject to a repurchase
agreement as being owned by the Fund or as being collateral for a loan by the
Fund to the seller. In the event of the commencement of bankruptcy or insolvency
proceedings with respect to the seller of the securities before repurchase of
the security under a repurchase agreement, a Fund may encounter a delay and
incur costs before being able to sell the security. Delays may involve loss of
interest or decline in price of the security. If the court characterized the
transaction as a loan and the Fund has not perfected a security interest in the
security, the Fund may be required to return the security to the seller's estate
and be treated as an unsecured creditor of the seller. As an unsecured creditor,
a Fund would be at the risk of losing some or all of the principal and income
involved in the transaction. As with any unsecured debt obligation purchased for
a Fund, the Adviser seeks to minimize the risk of loss through repurchase
agreements by analyzing the creditworthiness of

915866.6
-4-

<PAGE>

the obligor, in this case the seller. Apart from the risk of bankruptcy or
insolvency proceedings, there is also the risk that the seller may fail to
repurchase the security, in which case the Fund may incur a loss if the proceeds
of the sale to a third party are less than the repurchase price. However, if the
market value of the securities subject to the repurchase agreement becomes less
than the repurchase price (including interest), the Fund involved will direct
the seller of the security to deliver additional securities so that the market
value of all securities subject to the repurchase agreement will equal or exceed
the repurchase price. It is possible that a Fund will be unsuccessful in seeking
to impose on the seller a contractual obligation to deliver additional
securities.

6. Hedging Transactions. The Funds may, but do not currently
intend to, enter into hedging transactions. Hedging is a means of transferring
risk which an investor does not desire to assume during an uncertain market
environment. The Funds are permitted to enter into the transactions solely (a)
to hedge against changes in the market value of portfolio securities or (b) to
close out or offset existing positions. The transactions must be appropriate to
reduction of risk; they cannot be for speculation. In particular, the Funds may
write covered call options on securities or stock indices. By writing call
options, a Fund limits its profit to the amount of the premium received. By
writing a covered call option, a Fund assumes the risk that it may be required
to deliver the security having a market value higher than its market value at
the time the option was written. The Funds will not write options if immediately
after such sale the aggregate value of the obligations under the outstanding
options would exceed 25% of a Fund's net assets.

To the extent the Funds use hedging instruments which do not
involve specific portfolio securities, offsetting price changes between the
hedging instruments and the securities being hedged will not always be possible,
and market value fluctuations of the Fund may not be completely eliminated. When
using hedging instruments that do not specifically correlate with securities in
a Fund, the Adviser will attempt to create a very closely correlated hedge.

Short Sales. The Funds may make short sales of securities
"against-the-box." A short sale "against-the-box" is a sale of a security that a
Fund either owns an equal amount of or has the immediate and unconditional right
to acquire at no additional cost. The Funds will make short sales
"against-the-box" as a form of hedging to offset potential declines in long
positions in the same or similar securities.

7. Options Transactions. The Funds may, but do not currently
intend to, enter into options transactions. The Funds may purchase call and put
options on securities and on stock indices in an attempt to hedge its portfolio
and to increase its total return. Call options may be purchased when it is
believed that the market price of the underlying security or index will increase
above the exercise price. Put options may be purchased when the market price of
the underlying security or index is expected to decrease below the exercise
price. The Funds may also purchase all options to provide a hedge against an
increase in the price of a security sold short by it. When a Fund purchases a
call option, it will pay a premium to the party writing the option and a
commission to the broker selling the option. If the option is exercised by a
Fund, the amount of the premium and the commission paid may be greater than the
amount of the brokerage commission that would be charged if the security were
purchased directly.

In addition, the Funds may write covered call options on
securities or stock indices. By writing options, the Funds limit their profits
to the amount of the premium received. By writing a call option, a Fund assumes
the risk that it may be required to deliver the security at a market value
higher than its market value at the time the option was written plus the
difference between the original purchase price of the stock and the strike
price. By writing a put option, a Fund assumes the risk that it may be required
to purchase the underlying security at a price in excess of its current market
value.

8. Lending of Securities. The Funds may, but do not currently
intend to, lend their portfolio securities to qualified institutions as
determined by the Adviser. By lending its portfolio securities, a Fund attempts
to increase its income through the receipt of interest on the loan. Any gain or
loss in the market price of the securities loaned that may occur during the term
of the loan will be for the account of the Fund in such transaction.

915866.6
-5-

<PAGE>

A Fund will not lend portfolio securities if, as a result, the aggregate of such
loans exceeds 33% of the value of its total assets (including such loans). All
relevant facts and circumstances, including the creditworthiness of the
qualified institution, will be monitored by the Adviser, and will be considered
in making decisions with respect to lending of securities, subject to review by
the Company's Board of Directors. The Funds may pay reasonable negotiated fees
in connection with loaned securities, so long as such fees are set forth in a
written contract and their reasonableness is determined by the Company's Board
of Directors.

9. Variable-Amount Master Demand Notes. The Funds may purchase
variable amount master demand notes ("VANs"). VANs are debt obligations that
provide for a periodic adjustment in the interest rate paid on the instrument
and permit the holder to demand payment of the unpaid principal balance plus
accrued interest at specified intervals upon a specified number of days' notice
either from the issuer or by drawing on a bank letter of credit, a guarantee,
insurance or other credit facility issued with respect to such instrument.

The VANs in which the Funds may invest are payable on not more
than seven calendar days' notice either on demand or at specified intervals not
exceeding one year depending upon the terms of the instrument. The terms of the
instruments provide that interest rates are adjustable at intervals ranging from
daily to up to one year and their adjustments are based upon the prime rate of a
bank or other appropriate interest rate adjustment index as provided in the
respective instruments. Each Fund will decide which variable rate demand
instruments it will purchase in accordance with procedures prescribed by the
Company's Board of Directors to minimize credit risks.

The VANs that the Funds may invest in include participation
certificates purchased by a Fund from banks, insurance companies or other
financial institutions in fixed or variable rate, or taxable debt obligations
(VANs) owned by such institutions or affiliated organizations. A participation
certificate gives a Fund an undivided interest in the obligation in the
proportion that the Fund's participation interest bears to the total principal
amount of the obligation and provides the demand repurchase feature described
below. Where the institution issuing the participation does not meet a Fund's
high quality standards, the participation is backed by an irrevocable letter of
credit or guaranty of a bank (which may be a bank issuing a confirming letter of
credit, or a bank serving as agent of the issuing bank with respect to the
possible repurchase of the certificate of participation or a bank serving as
agent of the issuer with respect to the possible repurchase of the issue) or
insurance policy of an insurance company that the Board of Directors of the
Company has determined meets the prescribed quality standards for the Fund. A
Fund has the right to sell the participation certificate back to the institution
and, where applicable, draw on the letter of credit, guarantee or insurance
after no more than 30 days' notice either on demand or at specified intervals
not exceeding 397 days (depending on the terms of the participation), for all or
any part of the full principal amount of the Fund's participation interest in
the security, plus accrued interest. The Funds intend to exercise the demand
only (1) upon a default under the terms of the bond documents, (2) as needed to
provide liquidity to a Fund in order to make redemptions of a Fund's shares, or
(3) to maintain a high quality investment portfolio. The institutions issuing
the participation certificates will retain a service and letter of credit fee
(where applicable) and a fee for providing the demand repurchase feature, in an
amount equal to the excess of the interest paid on the instruments over the
negotiated yield at which the participations were purchased by a Fund. The total
fees generally range from 5% to 15% of the applicable prime rate* or other
interest rate index. With respect to insurance, the Funds will attempt to have
the issuer of the participation certificate bear the cost of the insurance,
although the Funds retain the option to purchase insurance if necessary, in
which case the cost of insurance will be an expense of the Funds subject to the
expense limitation on investment company expenses prescribed by any state in
which a Fund's shares are qualified for sale. The Adviser has been instructed by
the Company's Board of Directors to continually monitor the pricing,

--------
* The "prime rate" is generally the rate charged by a bank to its most
creditworthy customers for short term loans. The prime rate of a
particular bank may differ from other banks and will be the rate
announced by each bank on a particular day. Changes in the prime rate
may occur with great frequency and generally become effective on the
date announced.

915866.6
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<PAGE>

quality and liquidity of the variable rate demand instruments held by the Fund,
including the participation certificates, on the basis of published financial
information and reports of the rating agencies and other bank analytical
services to which the Fund may subscribe. Although these instruments may be sold
by the Funds, the Funds intend to hold them until maturity, except under the
circumstances stated above.

While the value of the underlying variable rate demand
instruments may change with changes in interest rates generally, the variable
rate nature of the underlying variable rate demand instruments should minimize
changes in value of the instruments. Accordingly, as interest rates decrease or
increase, the potential for capital appreciation and the risk of potential
capital depreciation is less than would be the case with a portfolio of fixed
income securities. The Funds may contain VANs on which stated minimum or maximum
rates, or maximum rates set by state law, limit the degree to which interest on
such VANs may fluctuate. To the extent that a Fund holds VANs with these limits,
increases or decreases in value may be somewhat greater than would be the case
without such limits. In the event that interest rates increased so that the
variable rate exceeded the fixed-rate on the obligations, the obligations could
no longer be valued at par and this may cause a Fund to take corrective action,
including the elimination of the instruments. Because the adjustment of interest
rates on the VANs is made in relation to movements of the applicable banks'
"prime rate," or other interest rate adjustment index, the VANs are not
comparable to long-term fixed-rate securities. Accordingly, interest rates on
the VANs may be higher or lower than current market rates for fixed-rate
obligations or obligations of comparable quality with similar maturities.

For purposes of determining whether a VAN held by a Fund
matures within 397 days from the date of its acquisition, the maturity of the
instrument will be deemed to be the longer of (1) the period required before the
Fund is entitled to receive payment of the principal amount of the instrument or
(2) the period remaining until the instrument's next interest rate adjustment.
If a variable rate demand instrument ceases to meet the investment criteria of a
Fund, it will be sold in the market or through exercise of the repurchase
demand.

C. FUND POLICIES - INVESTMENT RESTRICTIONS

Each Fund has adopted the following fundamental investment
restrictions which may not be changed unless approved by a majority of a Fund's
outstanding shares. As used in this SAI, the term "majority of the outstanding
shares" of a Fund means, respectively, the vote of the lesser of (i) 67% or more
of the shares of the Fund present at the meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of the outstanding shares of the Fund.

Each Fund may not:

(1) Make portfolio investments other than as described herein or
any other form of investment, where applicable, which meets
the Fund's investment criteria, as determined by the Adviser
and the Board of Directors, and which is consistent with the
Fund's objective and policies.

(2) Borrow money. This restriction shall not apply to borrowing
from banks for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests that
might otherwise require the untimely disposition of
securities, in an amount up to one-third of the value of the
Fund's total assets (including the amount borrowed) valued at
market less liabilities (not including the amount borrowed) at
the time the borrowing was made. While borrowings exceed 5% of
the value of the Fund's total assets, the Fund will not
purchase additional securities. Interest paid on borrowings
will reduce net income. 300% asset coverage is maintained at
all times.

(3) Mortgage, pledge or hypothecate any assets except that the
Fund may pledge not more than one- third of its total assets
to secure borrowings made in accordance with paragraph (2)
above. However, although not a fundamental policy of the Fund,
as a matter of operating policy in order

915866.6
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<PAGE>

to comply with certain state statutes, the Fund will not
pledge its assets in excess of an amount equal to 15% of net
assets.

(4) Sell securities short, except short sales "against-the-box,"
or purchase securities on margin, or engage in the purchase
and sale of put, call, straddle or spread options or in
writing such options, except to the extent permitted in the
Prospectus or this SAI or, to the extent that securities
subject to a demand obligation and stand-by commitments may be
purchased as set forth under "Description of the Funds and
Their Investments and Risks."

(5) Underwrite the securities of other issuers, except insofar as
the Fund may be deemed an underwriter under the Securities Act
of 1933 in disposing of a portfolio security.

(6) Invest more than an aggregate of 15% of its net assets in
repurchase agreements maturing in more than seven days,
variable rate demand instruments exercisable in more than
seven days, securities that are not readily marketable or are
illiquid investments. Such Securities include foreign
securities and bank participation interests for which a
readily available market does not exist, except as described
in the Fund's Prospectus.

(7) Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, but this shall not prevent the Fund from investing
in Government obligations secured by real estate or interests
in real estate.

(8) Make loans to others, except through the purchase of portfolio
investments, including repurchase agreements, exceeding in the
aggregate one-third of the market value of the Fund's total
assets less liabilities other than obligations created by
these transactions as described under "Description of the
Funds and Their Investments and Risks."

(9) Invest more than 25% of its assets in the securities of
"issuers" in any single industry, except, with respect to the
Amerindo Internet B2B Fund, the Amerindo Technology Fund and
the Amerindo Technology Fund II, in the technology and science
areas and, with respect to the Amerindo Health & Biotechnology
Fund, in the health and biotechnology areas as set forth under
"Investment Objectives, Principal Investment Strategies and
Related Risks" in the Prospectuses, provided also that there
shall be no limitation on the Fund to purchase obligations
issued or guaranteed by the United States Government, its
agencies or instrumentalities. When the assets and revenues of
an agency, authority, instrumentality or other political
subdivision are separate from those of the government creating
the issuing entity and a security is backed only by the assets
and revenues of the entity, the entity would be deemed to be
the sole issuer of the security. Similarly, in the case of an
industrial revenue bond, if that bond is backed only by the
assets and revenues of the non-governmental issuer, then such
non-governmental issuer would be deemed to be the sole issuer.
If, however, in either case, the creating government
guarantees a security, such a guarantee would be considered a
separate security and would be treated as an issue of such
government.

(10) Invest in securities of other investment companies, except (i)
the Fund may purchase unit investment trust securities where
such unit investment trusts meet the investment objective of
the Fund and then only up to 5% of the Fund's net assets,
except as they may be acquired as part of a merger,
consolidation or acquisition of assets and (ii) as permitted
by Section 12(d) of the 1940 Act.

(11) Issue senior securities except insofar as the Fund may be
deemed to have issued a senior security in connection with any
permitted borrowing.

915866.6
-8-

<PAGE>

A Fund will not be in violation of any maximum percentage
limitation when the change in the percentage of the Fund's held holdings is due
to a change in value of the Fund's securities. This qualification does not apply
to the restriction on a Fund's ability to purchase additional securities when
borrowings earn 5% of the value of the Fund's total assets. Investment
restrictions that involve a maximum percentage of securities or assets will be
violated, however, if an excess over the percentage occurs immediately after,
and is caused by, an acquisition of securities or assets of, or borrowings by, a
Fund.

D. TEMPORARY DEFENSIVE POSITIONS

When the Adviser believes that market conditions warrant a
temporary defensive position, each Fund may invest up to 100% of its assets in
short-term instruments such as commercial paper, bank certificates of deposit,
bankers' acceptances, variable rate demand instruments or repurchase agreements
for such securities and securities of the U.S. Government and its agencies and
instrumentalities, as well as cash and cash equivalents denominated in foreign
currencies. Investments in domestic bank certificates of deposit and bankers'
acceptances will be limited to banks that have total assets in excess of $500
million and are subject to regulatory supervision by the U.S. Government or
state governments. A Fund's investments in foreign short-term instruments will
be limited to those that, in the opinion of the Adviser, equate generally to the
standards established for U.S. short-term instruments.

E. PORTFOLIO TURNOVER

The portfolio turnover for the Amerindo Technology Fund for
the fiscal year ended December 31, 1998 was 78.46%. The Fund's portfolio
turnover for the fiscal period ended October 31, 1999 was 170%. The portfolio
turnover for the twelve months ended December 31, 1999 was 125%. The variation
in the Fund's portfolio turnover was due to increased trading by the Fund. In
response to current market conditions the Amerindo Technology Fund has employed
more of an active trading strategy as opposed to a buy and hold strategy which
has increased the portfolio turnover rate over the last fiscal year. This
strategy is consistent with the Fund's investment objectives and overall
investment policies and strategies.

III. MANAGEMENT OF THE FUNDS

The Company's Board of Directors is responsible for the
overall management and supervision of the Funds. Pursuant to the terms of an
Investment Advisory Agreement, Amerindo Investment Advisors, Inc. (the "Adviser"
or "Amerindo") serves as the investment adviser to the Funds. The Adviser
supervises all aspects of the Funds' operations and provides investment advice
and portfolio management services to the Funds. Subject to the Board's
supervision, the Adviser makes all of the day-to-day investment decisions,
arranges for the execution of portfolio transactions and generally manages the
portfolio investments.

The directors and officers of the Company and their principal
occupations during the past five years are set forth below. Their titles may
have varied during this period. Asterisks indicate that those directors are
"interested persons" (as defined in the 1940 Act) of the Company.

OFFICERS AND DIRECTORS OF THE COMPANY

<TABLE>
<S> <C>
ALBERTO W. VILAR * Mr. Vilar has been Chairman of the Board of Directors and
Amerindo Investment Advisors Inc. Chief Executive Officer of the Company since its inception.
One Embarcadero He began his career with Citibank N.A. in New York in

--------
* "Interested person" of the Fund, as defined in the 1940 Act.

915866.6
-9-

<PAGE>

915866.6
-10-

<PAGE>

Suite 2300 1964 and worked there as an International Credit Officer
San Francisco, CA 94111 until 1967. From 1967 to 1971, he served as Vice
399 Park Avenue President, Portfolio Manager and Manager of the
22nd Floor Investment Management Division of Drexel Burnham
New York, NY 10022 Lambert in New York. From 1971 to 1973, he served as
(59) Executive Vice President, Portfolio Manager and Director
of Equity Strategy at M.D. Sass Investor Services in New
York. In 1973, he became Vice President and Portfolio
Manager of Endowment Management & Research
Corporation in Boston. From 1977 to 1979, he served as
Senior Vice President, Director of Research, Chief
Investment Strategist and Partnership Manager of the
Boston Company in Boston. He founded the predecessors
of Amerindo Advisors (U.K.) Limited and Amerindo
Investment Advisors, Inc. (Panama) in 1979 and has served
since then as a Principal Portfolio Manager. He holds the
degrees of B.A. in Economics from Washington &
Jefferson College and an M.B.A. from Iona College, and he
completed the Doctoral Studies Program in Economics at
New York University. Mr. Vilar was awarded an Honorary
Doctorate of Humanities Degree from Washington &
Jefferson College. He has been a Chartered Financial
Analyst since 1975.

DR. GARY A. TANAKA* Dr. Tanaka has been a Director and President of the
Amerindo Investment Advisors Inc. Company since its inception. He served as a Portfolio
43 Upper Grosvenor Street Manager for Crocker Bank in San Francisco from 1971 to
London, England W1X9PG 1977, and as a Partnership Manager for Crocker Investment
(56) Management Corp. in San Francisco from 1978 to 1980.
From 1975 to 1980, he also served as a Consultant to
Andron Cechettini & Associates in San Francisco. In 1980,
he joined the predecessors of Amerindo Advisors (U.K.)
Limited and Amerindo Investment Advisors, Inc. (Panama)
as a Principal Portfolio Manager and has served in this
position since that time. Dr. Tanaka holds the degrees of
B.S. in Mathematics from Massachusetts Institute of
Technology and Ph.D. in Applied Mathematics from
Imperial College, University of London.

DR. JOHN RUTLEDGE Dr. Rutledge has been a Director of the Company since its
Rutledge & Company, Inc. inception. He also has been Chairman of Rutledge &
One Greenwich Office Park Company, Inc., a merchant banking firm, since 1991 and
Greenwich, CT 06831 serves as a director of Earle M. Jorgensen Company,
(52) Lazard Freres Funds, Fluidrive, Inc., General Medical
Corporation, Medical Specialties Group, United
Refrigerated Services, Inc. and Utenduhl Capital Partners
and is a special advisor to Kelso & Companies, Inc. ( a
private equity investment firm). He is the author of books

--------
* "Interested person" of the Company, as defined in the 1940 Act.

915866.6
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<PAGE>

and investment
publications, writes a
monthly column in Forbes
Magazine and is a frequent
contributor to
periodicals.

JUDE T. WANNISKI Mr. Wanniski has been a Director of the Company since its
Polyconomics, Inc. inception. He also has been president of Polyconomics,
86 Maple Avenue Inc. (a research and advisory firm) since 1978.
Morristown, NJ 07960
(63)

DANA E. SMITH Ms. Smith has been the Vice President of and Treasurer to
Amerindo Investment Advisors Inc. the Company since its inception. She has been the Chief
22nd Floor Compliance Officer of Amerindo Investment Advisors Inc.
399 Park Avenue since April 1993. From December 1991 to March 1993,
New York, NY 10022 she was a Mutual Fund Marketing Associate at Lazard
(40) Freres Asset Management and an officer of The Lazard
Funds, Inc.

ANTHONY CIULLA Mr. Ciulla has been Vice President of the Company since
Amerindo Investment Advisors Inc. its inception. He has been the Senior Trader of Amerindo
One Embarcadero Investment Advisers Inc. since October 1, 1990.
Suite 2300
San Francisco, CA 94111
(67)
</TABLE>

COMPENSATION TABLE
(For Fiscal Year Ended October 31, 1999)
<TABLE>
<CAPTION>
Aggregate Pension or Retirement
Name of Person and Compensation Benefits Accrued as Part Estimated Annual Benefit Total Compensation
Position with Company From Company of Company Expenses Upon Retirement From the Company
---------------------- ------------ ------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Alberto W. Vilar $ 0 $ 0 $ 0 $ 0
Director

Dr. Gary A. Tanaka 0 0 0 0
Director

Dr. John Rutledge 30,000 0 0 30,000
Director

Jude T. Wanniski 30,000 0 0 30,000
Director

</TABLE>

Each Director who is not an interested person of the Company receives a base
annual fee of $25,000 which is paid by the Company, plus $1,250 for each meeting
attended.

Code of Ethics
--------------

The Company and the Adviser have each adopted a Code of Ethics
under Rule 17j-1 of the 1940 Act. The Code of Ethics for the Company and the
Adviser (the "Code") restricts the personal investing activities of certain
Access Persons and others, as defined in the Code. The primary purpose of the
Code is to ensure that these

915866.6
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<PAGE>

investing activities do not disadvantage the Funds. Such Access Persons are
generally required to preclear security transactions with the Company's
Compliance Officer or his designee and to report all transactions on a regular
basis. The Compliance Officer or designee has the responsibility for
interpreting the provisions of the Code, for adopting and implementing
Procedures for the enforcement of the provisions of the Code, and for
determining whether a violation has occurred. In the event of a finding that a
violation has occurred, the Compliance Officer or designee shall take
appropriate action. The Company and the Adviser have developed procedures for
administration of the Code.

IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On April 30, 2000, there were 934,558 Class A shares, 172,801
Class C shares and 20,022,517 Class D shares of the Amerindo Technology Fund
outstanding. As of this date, the directors and officers of the Amerindo
Technology Fund, as a group, owned less than 1% of each Class. There were no
shares of the Amerindo Technology Fund II, Amerindo Internet B2B Fund, and
Amerindo Health & Biotechnology Fund outstanding as of April 30, 2000.

The following represents a list of persons who owned 5% or
more of the Amerindo Technology Fund's outstanding common stock as of April 30,
2000:

CLASS A SHARES NONE

CLASS C SHARES NONE

<TABLE>
<CAPTION>
CLASS D SHARES Name and Address Percentage of Class Nature of Ownership
---------------- ------------------- -------------------
<S> <C> <C> <C>
Charles Schwab & Co. 23.58% Record
101 Montgomery Street
San Francisco, CA 94104

A/C WAIF8628832 MAC 9.60% Record
& Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
</TABLE>

V. INVESTMENT ADVISORY AND OTHER SERVICES

A. INVESTMENT ADVISER

1. General Information. Amerindo Investment Advisors Inc., a
registered investment adviser, is a California corporation, with its principal
office located at One Embarcadero, Suite 2300, San Francisco, California 94111.
The Adviser serves as the investment adviser of the Funds pursuant to an
Investment Advisory Agreement entered into by each Fund on behalf of each Class.
The Adviser supervises all aspects of the Funds' operations and provides
investment advice and portfolio management services to the Funds. Pursuant to
the Advisory Agreement and subject to the supervision of the Company's Board of
Directors, the Adviser makes each Fund's day-to-day investment decisions,
arranges for the execution of portfolio transactions and generally manages the
Funds' investments.

915866.6
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<PAGE>

The Adviser provides persons satisfactory to the Board of
Directors of the Company to serve as officers of the Company. Such officers, as
well as certain other employees and directors of the Company, may be directors,
officers or employees of the Adviser or its affiliates.

The Adviser may also provide the Funds with supervisory
personnel who will be responsible for supervising the performance of
administrative services, accounting and related services, net asset value and
yield calculation, reports to and filings with regulatory authorities, and
services relating to such functions. However, the Administrator will provide
personnel who will be responsible for performing the operational components of
such services. The personnel rendering such supervisory services may be
employees of the Adviser, of its affiliates or of other organizations.

The Advisory Agreement for the Amerindo Technology Fund was
approved on May 14, 1996 by the Board of Directors, including a majority of the
directors who are not interested persons (as defined in the 1940 Act) of the
Company or the Adviser. On July 13, 1999, the Board voted to extend the term of
the Advisory Agreement to July 30, 2000. The Agreement, which currently extends
to July 30, 2000, may be continued in force thereafter for successive
twelve-month periods beginning each July 31, provided that such continuance is
specifically approved annually by majority vote of the Fund's outstanding voting
securities or by the Board of Directors, and in either case by a majority of the
directors who are not parties to the Advisory Agreement or interested persons of
any such party, by votes cast in person at a meeting called for the purpose of
voting on such matter.

The Advisory Agreement for the Amerindo Technology Fund II,
the Amerindo Internet B2B Fund, and the Amerindo Health & Biotechnology Fund was
approved on May 4, 2000 by the Board of Directors, including a majority of the
directors who are not interested persons (as defined in the 1940 Act) of the
Company or the Adviser. The Agreement, which currently extends to May 28, 2002,
may be continued in force thereafter for successive twelve-month periods
beginning each May 31st, provided that such continuance is specifically approved
annually by majority vote of each Fund's outstanding voting securities or by the
Board of Directors, and in either case by a majority of the directors who are
not parties to the Advisory Agreement or interested persons of any such party,
by votes cast in person at a meeting called for the purpose of voting on such
matter.

The Advisory Agreements are terminable without penalty by a
Fund on sixty days' written notice when authorized either by majority vote of
the outstanding voting shares of a Fund or by a vote of a majority of the
Company's Board of Directors, or by the Adviser on sixty days' written notice,
and will automatically terminate in the event of its assignment. The Advisory
Agreements provide that in the absence of willful misfeasance, bad faith or
gross negligence on the part of the Adviser, or of reckless disregard of its
obligations thereunder, the Adviser shall not be liable for any action or
failure to act in accordance with its duties thereunder.

2. Adviser's Fees. Pursuant to the terms of the Advisory
Agreements, the Funds, on behalf of each Class, will pay an annual advisory fee
paid monthly equal to 1.50% of each Fund's average daily net assets. In
addition, the Adviser is contractually obligated to waive its fees and reimburse
expenses to the extent that the Total Annual Fund Operating Expenses exceed
2.25% for the Class A and Class D shares and 3.00% for the Class C shares.

915866.6
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<PAGE>

Fees Paid to the Adviser Under the Advisory Agreement
(for the Amerindo Technology Fund)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Fiscal Year Ended,
1999* 1998 1997
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fees Paid $1,959,874 $674,525 $609,301
---------------------------------------------------------------------------------------------------------------
Reimbursements $ 53,171 $225,991 $234,645
---------------------------------------------------------------------------------------------------------------

</TABLE>

This fee is higher than the fee paid by most other mutual
funds; however, the Board of Directors believes that this fee is reasonable in
light of the advisory services performed by the Adviser for the Funds. Any
portion of the advisory fees received by the Adviser may be used by the Adviser
to provide investor and administrative services and for distribution of a Fund's
shares.

Expense Limitation. From time to time, the Adviser may
voluntarily assume certain expenses of a Fund. This would have the effect of
lowering the overall expense ratio and of increasing yield to investors. Subject
to any such voluntary assumption of certain expenses by the Adviser, the Funds
have, under the Advisory Agreements, confirmed their obligation for payment of
all other expenses, including without limitation: (i) fees payable to the
Adviser, Administrator, Custodian, Transfer Agent and Dividend Agent; (ii)
brokerage and commission expenses; (iii) Federal, state or local taxes,
including issuance and transfer taxes incurred by or levied on it; (iv)
commitment fees, certain insurance premiums and membership fees and dues in
investment company organizations; (v) interest charges on borrowings; (vi)
telecommunications expenses; (vii) recurring and non-recurring legal and
accounting expenses; (viii) costs of organizing and maintaining the Company's
existence as a corporation; (ix) compensation, including directors' fees, of any
directors, officers or employees who are not also officers of the Adviser or its
affiliates and costs of other personnel providing administrative and clerical
services; (x) costs of stockholders' services and costs of stockholders'
reports, proxy solicitations, and corporate meetings; (xi) fees and expenses of
registering its shares under the appropriate Federal securities laws and of
qualifying its shares under applicable state securities laws, including expenses
attendant upon the initial registration and qualification of these shares and
attendant upon renewals of, or amendments to, those registrations and
qualifications; and (xii) expenses of preparing, printing and delivering the
Prospectus to existing shareholders and of printing shareholder application
forms for shareholder accounts.

The Funds may from time-to-time hire their own employees or
contract to have management services performed by third parties, and the
management of the Funds intends to do so whenever it appears advantageous to the
Funds. A Fund's expenses for employees and for such services are among the
expenses subject to the expense limitation described above.

B. THE DISTRIBUTION AND SERVICE PLAN

The Company, on behalf of each Class of each Fund, has adopted
a distribution and service plan for the Class A and D shares (the "Class A and
Class D Plan") and a distribution and service plan for the Class C shares (the
"Class C Plan") (collectively, the "Plans"), pursuant to Rule 12b-1 under the
1940 Act (the "Rule"). The Rule provides that an investment company which bears
any direct or indirect expense of distributing its shares must do so only in
accordance with a plan permitted by the Rule.

--------
* Subsequent to December 31, 1998, the Company's management elected to
change its fiscal year end to October 31.

915866.6
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<PAGE>

The Class A and Class D Plan provides that the Class D shares
will compensate the Adviser for certain expenses and costs incurred in
connection with providing shareholder servicing and maintaining shareholder
accounts and to compensate parties with which it has written agreements and
whose clients own Class D shares of the Funds for providing servicing to their
clients. These fees are subject to a maximum of 0.25% per annum of the Class D
shares' average daily net assets. With respect to Class A shares, the
Distributor receives a shareholder servicing and/or distribution fee equal to a
maximum of 0.25% of the Class A shares' average daily net assets.

The Class C Plan provides that the Distributor is paid a
compensatory distribution fee equal to 0.75% of the Class C shares' average
daily net assets on an annual basis to permit it to make payments to
broker-dealers and other financial institutions with which it has written
agreements and whose clients are Fund shareholders (each a "broker-dealer") for
providing distribution assistance and promotional support to the Funds. This fee
is an asset-based sales charge. The Distributor also receives a shareholder
servicing fee equal to a maximum of 0.25% per annum of the Class C shares'
average daily net assets. Fees paid under the Plans may not be waived for
individual shareholders.

For the fiscal period ended October 31, 1999, the Amerindo
Technology Fund made payments under the Plan in effect at that time equal to
$20,273 for the Class A shares and $316,509 for the Class D shares.

The Plans each provide that the Adviser and the Distributor
may make payments from time to time from their own resources which may include
the advisory fee and the asset based sales charges and past profits for the
following purposes: (i) to defray the costs of and to compensate others,
including financial intermediaries with whom the Distributor or the Adviser has
entered into written agreements, for performing shareholder servicing and
related administrative functions of each Class; (ii) to compensate certain
financial intermediaries for providing assistance in distributing Class shares;
(iii) to pay the costs of printing and distributing the Funds' Prospectuses to
prospective investors; and (iv) to defray the cost of the preparation and
printing of brochures and other promotional materials, mailings to prospective
shareholders, advertising, and other promotional activities, including the
salaries and/or commissions of sales personnel in connection with the
distribution of the Funds' shares. Further, the Agreements provide that the
Adviser may use its service fee for the purposes enumerated in (i) above and any
asset based sales charges paid to the Distributor also may be used for purposes
of (ii) or (iii) above. The Distributor or the Adviser, as the case may be, in
their sole discretion, will determine the amount of such payments made pursuant
to the Plans with the shareholder servicing agents and broker-dealers with whom
they have contracted, provided that such payments made pursuant to the Plan will
not increase the amount which a Class is required to pay the Distributor or the
Adviser for any fiscal year under the shareholder servicing agreements or
otherwise. For the fiscal period ending October 31, 1999, the Adviser, under the
Plans, made payments of $794,122 in advertising and related costs in connection
with the Amerindo Technology Fund. The excess of such payments over the total
payments the Adviser received from the Fund represents distribution expenses
funded by the Adviser from its own resources, including the Advisory fee.

Under the Plans, each shareholder servicing agent and
broker-dealer will, as agent for its customers, among other things: (i) answer
customer inquiries regarding account status and history, the manner in which
purchases and redemptions of shares of each Class of the Fund may be effected
and certain other matters pertaining to the Fund; (ii) assist shareholders in
designating and changing dividend options, account designations and addresses;
(iii) provide necessary personnel and facilities to establish and maintain
shareholder accounts and records; assist in processing purchase and redemption
transactions; (iv) assist in processing purchase and redemption transactions;
(v) arrange for the wiring of funds; (vi) transmit and receive funds in
connection with customer orders to purchase or redeem shares; (vii) verify and
guarantee shareholder signatures in connection with redemption orders and
transfers and changes in shareholder designated accounts; (viii) furnish (either
separately or on an integrated basis with other reports sent to a shareholder by
a Fund) quarterly and year-end statements and confirmations in a timely basis
after activity in the account; (ix) transmit to shareholders of each Class proxy
statements, annual reports, updated prospectuses and other communications; (x)
receive, tabulate and transmit

915866.6
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<PAGE>

proxies executed by shareholders with respect to meetings of shareholders of the
Fund; and (xi) provide such other related services as the Funds or a shareholder
may request.

Shareholder servicing agents and broker-dealers may charge
investors a fee in connection with their use of specialized purchase and
redemption procedures offered to investors by the shareholder servicing agents
and broker-dealers. In addition, shareholder servicing agents and broker-dealers
offering purchase and redemption procedures similar to those offered to
shareholders who invest in the Funds directly may impose charges, limitations,
minimums and restrictions in addition to or different from those applicable to
shareholders who invest in the Funds directly. Accordingly, the net yield to
investors who invest through shareholder servicing agents and broker-dealers may
be less than realized by investing in the Funds directly. An investor should
read the Prospectus in conjunction with the materials provided by the
shareholder servicing agent and broker-dealer describing the procedures under
which Fund shares may be purchased and redeemed through the shareholder
servicing agent and broker-dealer.

In accordance with the Rule, the Plans provide that all
written agreements relating to the Plans entered into by the Company, on behalf
of each Class, the Distributor or the Adviser, and the shareholder servicing
agents, broker-dealers, or other organizations, must be in a form satisfactory
to the Company's Board of Directors. In addition, the Plans require the Funds
and the Distributor to prepare, at least quarterly, written reports setting
forth all amounts expended for distribution purposes by the Funds and the
Distributor pursuant to the Plans and identifying the distribution activities
for which those expenditures were made.

C. DISTRIBUTOR

The Company, on behalf of each Fund, and SEI Investments
Distribution Co. (the "Distributor") have entered into a Distribution Agreement
effective July 13, 1999. Pursuant to the Agreement, the Company grants to the
Distributor the exclusive right to sell shares of the Funds at the net asset
value per share plus any applicable sales charge in accordance with the current
prospectus. The Distributor agrees to use all reasonable efforts, consistent
with its other business, in connection with the distribution of shares of the
Funds.

The Distribution Agreement was most recently approved on July
13, 1999 for the Amerindo Technology Fund and on May 4, 2000 for the Amerindo
Technology Fund II, the Amerindo Internet B2B Fund, and the Amerindo Health &
Biotechnology Fund, by the Board of Directors, including a majority of the
directors who are not interested persons (as defined in the Investment Company
Act of 1940, as amended) of the Company or the Adviser.

D. ADMINISTRATOR

1. General Information. The Company and SEI Investment Mutual
Funds Services (the "Administrator") have entered into an Administrative
Agreement effective September 20, 1999. This Agreement was initially entered
into on behalf of the Amerindo Technology Fund on September 15, 1999 and was
subsequently approved by the Board of Directors on May 4, 2000 on behalf of the
Amerindo Technology Fund II, the Amerindo Internet B2B Fund, and the Amerindo
Health & Biotechnology Fund.

The Administrator, a Delaware business trust, has its
principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania
19456. SEI Investment Management Corporation ("SIMC"), a wholly-owned subsidiary
of SEI Investment Company ("SEI Investments"), is the owner of all beneficial
interests in the Administrator. SEI Investments and its affiliates, including
the Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers. The Administrator and
its affiliates also serve as administrator or sub- administrator to over 34
mutual funds.

915866.6
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<PAGE>

Pursuant to the Administration Agreement, the Administrator
provides all administrative services necessary for the Funds, other than those
provided by the Adviser, subject to the supervision of the Company's Board of
Directors. The Administrator will provide persons to serve as officers of the
Company. Such officers may be directors, officers or employees of the
Administrator or its affiliates.

The Administration Agreement shall remain in effect for five
years commencing September 15, 1999 (the "Initial Term") and each renewal term
of two years each (each, a "Renewal Term"), unless terminated (a) by the mutual
written agreement of the Company and the Administrator; (b) by either the
Company or the Administrator on 90 days' written notice, as of the end of the
Initial Term or the end of any Renewal Term; (c) by either the Company or the
Administrator on such date as is specified in written notice given by the
terminating party, in the event of a material breach of the Agreement by the
other party, provided the terminating party has notified the other party of such
breach at least 45 days prior to the specified date of termination and the
breaching party has not remedied such breach by the specified date; (d)
effective upon the liquidation of the Administrator; or (e) as to any Fund or
the Company, effective upon the liquidation of such Fund or the Company as the
case may be. The Agreement shall not be assignable by the Administrator, without
the prior written consent of the Company, except to an entity that is controlled
by, or under common control, with the Administrator. The Agreement also provides
that the Administrator shall not be liable for any error of judgment or mistake
of law or for any loss suffered by a Fund 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.

Under the Administration Agreement, the Administrator performs
or supervises the performance by others of other administrative services in
connection with the operations of the Funds, and, on behalf of the Funds,
investigates, assists in the selection of and conducts relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Funds' operations. The
Administrator provides the Directors of the Company with such reports regarding
investment performance as they may reasonably request but shall have no
responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities. The Administrator may appoint a
sub-administrator to perform certain of the services to be performed by the
Administrator hereunder.

The Administrator provides the Funds with administrative
services, regulatory reporting, fund accounting and related portfolio accounting
services, all necessary office space, equipment, personnel, compensation and
facilities (including facilities for Shareholders' and Directors' meetings) for
handling the affairs of the Funds and such other services as the Directors may,
from time to time, reasonably request and the Administrator shall, from time to
time, reasonably determine to be necessary to perform its obligations under the
Agreement. In addition, at the request of the Board of Directors, the
Administrator shall make reports to the Directors concerning the performance of
its obligations hereunder.

2. Administrator's Fees. For the services rendered to the
Funds by the Administrator, the Fund pays the Administrator a monthly fee based
on each Fund's average net assets.

Calculation of Administrator's Monthly Fee

---------------------------------------------------------------------
Fund's Net Assets Fee
---------------------------------------------------------------------
Up to $250 million .125%
---------------------------------------------------------------------
Next $250 million .09%
---------------------------------------------------------------------

915866.6
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<PAGE>

---------------------------------------------------------------------
Next $500 million .07%
---------------------------------------------------------------------
On assets over $1 Billion .05%
---------------------------------------------------------------------

Fees Paid to the Administrator (for the Amerindo Technology Fund)

---------------------------------------------------------------------
Fiscal Year Ended,
1999(1,2) 1998(3) 1997(3)
---------------------------------------------------------------------
Fees $173,516 $73,466 $66,170
---------------------------------------------------------------------

E. CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT

The Northern Trust Company, 50 S. Lasalle Street, Chicago,
Illinois 60675, serves as custodian for the Funds' cash and securities. Pursuant
to a Custodian Agreement with the Company, on behalf of the Funds, it is
responsible for maintaining the books and records of each Fund's portfolio
securities and cash. The Custodian does not assist in, and is not responsible
for, investment decisions involving assets of the Funds. Forum Shareholder
Services LLC also acts as the Funds' transfer and dividend agent. Forum
Shareholder Services LLC has its principal office at 2 Portland Square,
Portland, Maine 04101.

F. COUNSEL AND INDEPENDENT AUDITORS

Legal matters in connection with the issuance of shares of
common stock of the Company are passed upon by Battle Fowler LLP, 75 East 55th
Street, New York, NY 10022. Morrison, Brown, Argiz & Company, 1001 Brickel Bay
Drive, 9th Floor, Miami, Florida 33131, have been selected as auditors for the
Funds.

VI. BROKERAGE ALLOCATION AND OTHER PRACTICES

The Adviser makes the Funds' portfolio decisions. In the
over-the-counter market, where a majority of the portfolio securities are
expected to be traded, orders are placed with responsible primary market-makers
unless a more favorable execution or price is believed to be obtainable.
Regarding exchange-traded securities, the Adviser determines the broker to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission and the best price obtainable on
each transaction (generally defined as best execution). The Adviser will also
consider the reliability, integrity and financial condition of the
broker-dealer, the size of and difficulty in executing the order, the value of
the expected contribution of the broker- dealer to the investment performance of
the Funds on a continuing basis, as well as other factors such as the broker-
dealer's ability to engage in transactions in securities of issuers which are
thinly traded. The Adviser does not intend to employ a broker-dealer whose
commission rates fall outside of the prevailing ranges of execution costs

--------
1 Of this amount, $136,197 was paid to American Data Services, Inc. and
$37,319 was paid to SEI Mutual Funds Services.

2 Subsequent to December 31, 1998, the Fund's management elected to
change the Fund's fiscal year end to October 31, 1999.

3 These fees were paid to American Data Services, Inc., the Fund's
Administrator prior to September 20, 1999.

915866.6
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<PAGE>

charged by other broker-dealers offering similar services. When consistent with
the objective of obtaining best execution, brokerage may be directed to persons
or firms supplying investment information to the Adviser, or portfolio
transactions may be effected by the Adviser. Neither the Funds nor the Adviser
has entered into agreements or understandings with any brokers regarding the
placement of securities transactions because of research services they provide.
To the extent that such persons or firms supply investment information to the
Adviser for use in rendering investment advice to the Funds, such information
may be supplied at no cost to the Adviser and, therefore, may have the effect of
reducing the expenses of the Adviser in rendering advice to the Funds. While it
is impossible to place an actual dollar value on such investment information,
its receipt by the Adviser probably does not reduce the overall expenses of the
Adviser to any material extent. Consistent with the Conduct Rules of the NASD,
and subject to seeking best execution, the Adviser may consider sales of shares
of a Fund as a factor in the selection of brokers to execute portfolio
transactions for the Fund. For the fiscal years ended October 31, 1999 and
December 31, 1998 and 1997, the Amerindo Technology Fund paid brokerage
commissions in the amount of $35,930, $16,443 and $16,944, respectively.

The investment information provided to the Adviser is of the
type described in Section 28(e) of the Securities Exchange Act of 1934 and is
designed to augment the Adviser's own internal research and investment strategy
capabilities. Research services furnished by brokers through which the Funds
effect securities transactions are used by the Adviser in carrying out its
investment management responsibilities with respect to all its clients'
accounts. There may be occasions where the transaction cost charged by a broker
may be greater than that which another broker may charge if the Adviser
determines in good faith that the amount of such transaction cost is reasonable
in relation to the value of brokerage and research services provided by the
executing broker. The Adviser may consider the sale of shares of a Fund by
brokers including the Distributor as a factor in its selection of brokers of
Fund transactions.

A majority of the portfolio securities that the Funds purchase
or sell will be done as principal transactions. In addition, debt instruments
are normally purchased directly from the issuer, from banks and financial
institutions or from an underwriter or market maker for the securities.
Brokerage commissions are not usually paid for any such purchases. Any
transactions involving such securities for which the Funds pay a brokerage
commission will be effected at the best price and execution available. Purchases
from underwriters of portfolio securities include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers include the spread between the bid and asked price. The Funds may
purchase Government Obligations with a demand feature from banks or other
financial institutions at a negotiated yield to the Fund based on the applicable
interest rate adjustment index for the security. The interest received by the
Funds is net of a fee charged by the issuing institution for servicing the
underlying obligation and issuing the participation certificate, letter of
credit, guarantee or insurance and providing the demand repurchase feature.

Allocation of transactions, including their frequency, to
various dealers is determined by the Adviser in its best judgment and in a
manner deemed in the best interest of shareholders of the Funds rather than by a
formula. The primary consideration is prompt execution of orders in an effective
manner at the most favorable price.

Investment decisions for the Funds will be made independently
from those for any other investment companies or accounts that may become
managed by the Adviser or its affiliates. If, however, the Funds and other
investment companies or accounts managed by the Adviser are simultaneously
engaged in the purchase or sale of the same security, the transactions will be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by a Fund or the
size of the position obtainable for a Fund. In addition, when purchases or sales
of the same security for a Fund and for other investment companies managed by
the Adviser occur contemporaneously, the purchase or sale orders may be
aggregated in order to obtain any price advantage available to large
denomination purchasers or sellers.

In addition to managing the assets of the Funds, the Adviser
manages assets on a discretionary basis for other clients and, as a result, the
Adviser may effect transactions in such clients' accounts in securities in

915866.6
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<PAGE>

which a Fund currently holds or, in the near future may hold, a position. The
Adviser makes the determination to purchase or sell a security based on numerous
factors, including those that may be particular to one or more of its clients.
Therefore, it is possible that the Adviser will effect transactions in certain
securities for select clients, which may or may not include the Fund, that it
may not deem, in its sole discretion, as being appropriate for other clients,
which may or may not include the Fund.

VII. CAPITAL STOCK AND OTHER SECURITIES

The authorized capital stock of the Company consists of one
billion shares of stock having a par value of one-tenth of one cent ($.001) per
share. The Company's Board of Directors is authorized to divide the unissued
shares into separate classes and series of stock, each series representing a
separate, additional investment portfolio. The Board currently has authorized
the division of the unissued shares into four series (Amerindo Technology Fund,
Amerindo Technology Fund II, Amerindo Internet B2B Fund, and Amerindo Health &
Biotechnology Fund) and into three Classes -- Class A, Class C and Class D.
Shares of any class or series will have identical voting rights, except where,
by law, certain matters must be approved by a majority of the shares of the
affected class or series. Each share of any class or series of shares when
issued has equal dividend, distribution, liquidation and voting rights within
the class or series for which it was issued, and each fractional share has those
rights in proportion to the percentage that the fractional share represents of a
whole share. Shares will be voted in the aggregate.

There are no conversion or preemptive rights in connection
with any shares of the Funds. All shares, when issued in accordance with the
terms of the offering, will be fully paid and non-assessable. Shares are
redeemable at net asset value, at the option of the investor.

The shares of the Funds have non-cumulative voting rights,
which means that the holders of more than 50% of the shares outstanding voting
for the election of directors can elect 100% of the directors if the holders
choose to do so, and, in that event, the holders of the remaining shares will
not be able to elect any person or persons to the Board of Directors. Unless
specifically requested by an investor who is an investor of record, the Funds do
not issue certificates evidencing Fund shares.

As a general matter, the Funds will not hold annual or other
meetings of their shareholders. This is because the By-laws of the Company
provide for annual meetings only (a) for the election of directors, (b) for
approval of revisions to a Fund's investment advisory agreement, (c) for
approval of revisions to a Fund's distribution agreement with respect to a
particular class or series of stock, and (d) upon the written request of holders
of shares entitled to cast not less than twenty-five percent of all the votes
entitled to be cast at such meeting. Annual and other meetings may be required
with respect to such additional matters relating to the Funds as may be required
by the 1940 Act including the removal of Fund directors and communication among
shareholders, any registration of the Funds with the Securities and Exchange
Commission or any state, or as the Directors may consider necessary or
desirable. Each Director serves until the next meeting of shareholders called
for the purpose of considering the election or reelection of such Director or of
a successor to such Director, and until the election and qualification of his or
her successor, elected at such meeting, or until such Director sooner dies,
resigns, retires or is removed by the vote of the shareholders.

Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of the 1940 Act or applicable state
law, or otherwise, to the holders of the outstanding voting securities of an
investment company such as the Company shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each class or series affected by such matter, i.e., by a
majority of a Fund's outstanding shares. Rule 18f-2 further provides that a
class or series shall be deemed to be affected by a matter unless it is clear
that the interests of each class or series in the matter are substantially
identical or that the matter does not affect any interest of such class or
series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distribution contracts and the election
of directors from the separate voting requirements of the Rule.

915866.6
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<PAGE>

VIII. PURCHASE, REDEMPTION AND PRICING OF SHARES

The material relating to purchase, redemption and pricing of
shares is located in the Shareholder Information section of the Prospectuses.

IX. TAXATION OF THE FUND

Prospective investors should consult their tax advisors with
respect to the tax consequences of an investment in the Fund.

The Funds (other than the Amerindo Technology Fund) intend to
qualify annually and elect to be treated as a regulated investment company under
the Internal Revenue Code of 1986 ("Code"). The Amerindo Technology Fund has
already elected and intends to continue to qualify annually as a regulated
investment company under the Code. To qualify as a regulated investment company,
a Fund must distribute to its shareholders at least 90% of its investment
company taxable income (which includes, among other items, dividends, taxable
interest and the excess of net short-term capital gains over net long-term
capital losses), and meet certain diversification of assets, source of income,
and other requirements discussed below. By meeting these requirements, a Fund
generally will not be subject to Federal income tax on investment company
taxable income, and on net capital gains (the excess of net long-term capital
gains over net short-term capital losses) designated by the Fund as capital gain
dividends, distributed to shareholders. In determining the amount of net capital
gains to be distributed, any capital loss carryover from prior years will be
applied against capital gains to reduce the amount of distributions paid.

Amounts, other than tax-exempt interest, not distributed on a
timely basis may be subject to a nondeductible 4% excise tax. To prevent
imposition of the excise tax, the Funds must distribute for the calendar year an
amount equal to the sum of (1) at least 98% of their ordinary income (excluding
any capital gains or losses) for the calendar year, (2) at least 98% of the
excess of their capital gains over capital losses (adjusted for certain losses)
from the one-year period ending October 31 of such year, and (3) any
deficiencies from distributions in such prior years.

Each Fund's policy is to declare dividends annually and
distribute as dividends each year 100% (and in no event less than 90%) of its
investment company taxable income. Distributions of investment company taxable
income, including net short- term capital gains, generally are taxable to
shareholders as ordinary income. Distributions of net capital gains, if any,
designated by the Funds as capital gain dividends are taxable to shareholders as
long-term capital gains, regardless of the length of time the shareholder has
held its shares of a Fund. Shareholders will be notified annually as to the
Federal tax status of distributions. Distributions are taxable to shareholders
whether received in cash or reinvested in additional shares of the Fund.
Shareholders receiving a distribution in the form of additional shares will be
treated as receiving a distribution in an amount equal to the amount of the cash
dividend that otherwise would have been distributable (where the additional
shares are purchased in the open market), or the fair market value of the shares
received, determined as of the reinvestment date. Shareholders electing to
receive distributions in the form of additional shares will have a cost basis
for federal income tax purposes in each share so received equal to the value of
a share on the reinvestment date. The Funds do not expect that any of their
distributions will qualify for the dividends-received deduction for
corporations.

In addition to satisfying the distribution requirement
described above, a regulated investment company must derive at least 90% of its
gross income from dividends, interest, certain payments with respect to
securities loans, gains from the sale or other disposition of stock or
securities or foreign currencies (to the extent such currency gains are directly
related to the regulated investment company's principal business of investing in
stock or securities) and other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business of
investing in such stock, securities or currencies.

915866.6
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<PAGE>

The Funds must also satisfy an asset diversification test in
order to qualify as a regulated investment company. Under this test, at the
close of each quarter of a Fund's taxable year, at least 50% of the value of
that Fund's assets must consist of cash and cash items, U.S. Government
securities, securities of other regulated investment companies, and securities
of other issuers (as to which the Fund has not invested more than 5% of the
value of the Fund's total assets in securities of such issuer and as to which
the Fund does not hold more than 10% of the outstanding voting securities of
such issuer), and no more than 25% of the value of its total assets may be
invested in the securities of any one issuer (other than U.S. Government
securities and securities of other regulated investment companies), or in two or
more issuers which that Fund controls and which are engaged in the same or
similar trades or businesses. Generally, an option (call or put) with respect to
a security is treated as issued by the issuer of the security not the issuer of
the option.

If for any taxable year a Fund did not qualify as a regulated
investment company, all of its taxable income would be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and any
distributions would be taxable to the shareholders as ordinary dividends to the
extent of the Fund's current or accumulated earnings and profits. Such
distributions generally would be eligible for the dividends received deduction
in the case of corporate shareholders.

Investors should carefully consider the tax implications of
buying shares prior to a distribution by the Funds. The price of shares
purchased at that time includes the amount of the forthcoming distributions.
Distributions by a Fund reduce the net asset value of the Fund's shares, and if
a distribution reduces the net asset value below a stockholder's cost basis,
such distribution, nevertheless, would be taxable to the shareholder as ordinary
income or capital gain as described above, even though, from an investment
standpoint, it may constitute a partial return of capital.

Dividends and interest paid by foreign issuers may be subject
to withholding and other foreign taxes, which may decrease the net return on
foreign investments as compared to dividends and interest paid by domestic
issuers. The Funds do not expect that they will qualify to elect to pass through
to its shareholders the right to take a foreign tax credit for foreign taxes
withheld from dividends and interest payments. Gains or losses attributable to
fluctuations in exchange rates that occur between the time the Funds accrue
interest or other receivables or accrues expenses or other liabilities
denominated in a foreign currency and the time the Funds actually collect such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss. These gains or losses, may increase, decrease, or eliminate the
amount of a Fund's investment company taxable income to be distributed to its
shareholders as ordinary income.

Upon the taxable disposition (including a sale or redemption)
of shares of a Fund, a shareholder may realize a gain or loss depending upon its
basis in the shares. Such gain or loss will be treated as capital gain or loss
if the shares are capital assets in the shareholder's hands, and will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares. Non-corporate shareholders are subject to tax at a
maximum rate of 20% on capital gains resulting from the disposition of shares
held for more than 12 months (10% if the taxpayer is, and would be after
accounting for such gains, subject to the 15% tax bracket for ordinary income).
However, a loss realized by a shareholder on the disposition of Fund shares with
respect to which capital gains dividends have been paid will, to the extent of
such capital gain dividends, also be treated as long-term capital loss if such
shares have been held by the shareholder for six months or less. Further, a loss
realized on a disposition will be disallowed to the extent the shares disposed
of are replaced (whether by reinvestment of distributions or otherwise) within a
period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. Shareholders receiving distributions in
the form of additional shares will have a cost basis for Federal income tax
purposes in each share received equal to the net asset value of a share of the
Fund on the reinvestment date. Capital losses in any year are deductible only to
the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000
of ordinary income ($1,500 for married individuals filing separately).

915866.6
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<PAGE>

If any net capital gains are retained by the Funds for
reinvestment, requiring federal income taxes thereon to be paid by it, the Funds
can elect to treat such capital gains as having been distributed to
shareholders. In that event, shareholders will report such capital gains as net
capital gains, will be able to claim their share of federal income taxes paid by
a Fund on such gains as a credit against their own federal income tax liability,
and will be entitled to increase the adjusted tax basis of their Fund shares by
an amount equal to the difference between the amount of undistributed capital
gains included in their gross income and the tax deemed paid.

The Funds will be required to report to the Internal Revenue
Service all distributions of taxable income and capital gains as well as gross
proceeds from the redemption or exchange of Fund shares, except in the case of
exempt shareholders, which include most corporations. Under the backup
withholding provisions, distributions of taxable income and capital gains and
proceeds from the redemption or exchange of the shares of a regulated investment
company may be subject to withholding of federal income tax at the rate of 31%
in the case of non-exempt shareholders who fail to furnish the Company with
their taxpayer identification numbers and their required certifications
regarding their status under the federal income tax law. If the withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in additional shares, will be reduced by the amounts required
to be withheld. Corporate shareholders should provide the Funds with their
taxpayer identification numbers and should certify their exempt status in order
to avoid possible erroneous application of backup withholding.

The foregoing discussion of U.S. federal income tax law
relates solely to the application of that law to U.S. persons, i.e., U.S.
citizens and residents and U.S. domestic corporations, partnerships, trusts and
estates. Each shareholder who is not a U.S. person should consult their tax
advisor regarding the U.S. and foreign tax consequences of ownership of Fund
shares, including the possibility that such a shareholder may be subject to a
U.S. withholding tax at a rate of 30% (or at a lower rate under an applicable
income tax treaty) on amounts received by such person.

The Funds may be subject to state or local tax in
jurisdictions in which a Fund is organized or may be deemed to be doing
business. However, Maryland taxes regulated investment companies in a manner
that is generally similar to the federal income tax rules described herein.

Distributions may be subject to state and local income taxes.
In addition, the treatment of the Fund and its shareholders in those states that
have income tax laws might differ from their treatment under the federal income
tax laws.

X. UNDERWRITERS

Each Fund sells and redeems its shares on a continuing basis
at their net asset value and imposes a sales charge. The Distributor receives an
underwriting commission of 0.25% on sales of Class A shares only. In effecting
sales of Fund shares under the Distribution Agreement, the Distributor, for
nominal consideration (i.e. $1.00) and as agent for the Funds, will solicit
orders for the purchase of a Fund's shares, provided that any subscriptions and
orders will not be binding on that Fund until accepted by the Fund as a
principal. In addition, as further described in "B. The Distribution and Service
Plan," the Distributor receives a fee equal to 0.25% of the Class A shares' and
0.75% of the Class C shares' average daily net assets on an annual basis to
permit it to make payments to broker-dealers and other financial institutions
with which it has written agreements and whose clients are Fund shareholders for
providing distribution assistance and shareholder support to that Fund.

The Glass-Steagall Act limits the ability of a depository
institution to become an underwriter or distributor of securities. It is the
Funds' position, however, that banks are not prohibited from acting in other
capacities for investment companies, such as providing administrative and
shareholder account maintenance services and receiving compensation from the
distributor for providing such services. This is an unsettled area of

915866.6
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<PAGE>

the law, however, and if a determination contrary to a Fund's position
concerning shareholder servicing and administration payments to banks from the
distributor is made by a bank regulatory agency or court, any such payments will
be terminated and any shares registered in the banks' names, for their
underlying customers, will be re-registered in the names of the customers at no
cost to each Class or its shareholders. On November 16, 1999, President Clinton
signed the Gramm-Leach-Bliley Act, repealing certain provisions of the
Glass-Steagall Act which have restricted affiliation between banks and
securities firms and amending the Bank Holding Company Act thereby removing
restrictions on banks and insurance companies. The new legislation grants banks
new authority to conduct certain authorized activity through financial
subsidiaries. In addition, state securities laws on this issue may differ from
the interpretation of Federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

XI. CALCULATION OF PERFORMANCE DATA

The Funds, on behalf of each Class, may from time to time
include yield, effective yield and total return information in advertisements or
reports to investors or prospective investors. Currently, the Funds intend to
provide these reports to investors and prospective investors semi-annually, but
may from time to time, in its sole discretion, provide reports on a more
frequent basis, such as quarterly. The "yield" refers to income generated by an
investment in a particular Class of a Fund over a thirty-day period. This income
is then "annualized." That is, the amount of income generated by the investment
during that month is assumed to be generated each month over a 12- month period
and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the monthly income earned by an
investment in a particular Class of a Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment. The "total return" of the Fund
is required to be included in any advertisement containing each Class's yield.
Total return is the average annual total return for the period which began at
the inception of a particular Class of the Fund and ended on the date of the
most recent balance sheet, and is computed by finding the average annual
compound rates of return over the period that would equate the initial amount
invested to the ending redeemable value. Yield, effective yield and total return
may fluctuate daily and do not provide a basis for determining future yields,
effective yields or total returns. For Class A shares, the annual total rate of
return and yield figures will assume payment of the maximum initial sales load
at the time of purchase. One-, five- and ten- year periods will be shown, unless
the Class of that Fund has been in existence for a shorter period.

The yields and the net asset values of each Class of shares of
the Funds will vary based on the current market value of the securities held by
the Funds and changes in such Class's expenses. The Adviser, the Administrator
or the Distributor may voluntarily waive a portion of their fees on a
month-to-month basis. These actions would have the effect of increasing the net
income (and therefore the yield and total rate of return) of a Class of shares
of a Fund during the period such waivers are in effect. These factors and
possible differences in the methods used to calculate the yields and total rates
of return should be considered when comparing the yields or total rates of
return of a Class of the Funds to yields and total rates of return published for
other investment companies and other investment vehicles.

The Funds compute yield based on a 30-day (or one month)
period ended on the date of the most recent balance sheet included in the
registration statement, computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last day
of the period, according to the following formula:

YIELD = 2[(a-b + 1)6 - 1]
cd

Where: a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

915866.6
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<PAGE>

c = the average daily number of shares outstanding
during the period that were entitled to dividends.

d = the maximum offering price per share on the last day of the
period.

Actual future yields will depend on the type, quality, and
maturities of the investments held by the Funds, changes in interest rates on
investments, and a Fund's expenses during the period.

COMPUTATION OF TOTAL RETURN. The total return must be
displayed in any advertisement containing the Fund's yield. Total return is the
average annual total return for the 1-, 5- and 10-year period ended on the date
of the most recent balance sheet included in the SAI, computed by finding the
average annual compounded rates of return over 1-, 5- and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:

P(1 + T)n = ERV

Where:

P = a hypothetical initial investment of $1000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1000
payment made at the beginning of the 1-, 5- or
10-year periods at the end of the 1-, 5-or
10-year periods (or fractions thereof).

Because the Funds have not had a registration in effect for 1,
5 or 10 years, the period during which the registration has been effective shall
be substituted.

Yield information may be useful for reviewing the performance
of the Funds and for providing a basis for comparison with other investment
alternatives. However, unlike bank deposits or other investments which pay a
fixed yield for a stated period of time, the Fund's yield does fluctuate, and
this should be considered when reviewing performance or making comparisons.

From time to time evaluations of performance of the Funds made
by independent sources may be used in advertisements. These sources may include
Lipper Analytical Services, Wiesenberger Investment Company Service, Donoghue's
Money Fund Report, Barron's, Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Personal Investor, Bank Rate Monitor, and The Wall
Street Journal. From time to time evaluations of performance of the Adviser made
by independent sources may be used in advertisements of the Funds.

XII. FINANCIAL STATEMENTS

The financial statements for the period ended October 31, 1999
are available, without charge, upon request. The annual financial statements are
audited by the Fund's independent financial accountants. The audited financial
statements for the Fund dated October 31, 1999 and the Report of Morrison,
Brown, Argiz & Company thereon, are incorporated herein by reference to the
Annual Report to Shareholders dated October 31, 1999. Shareholders will receive
Semi-Annual and Annual Reports from the Fund.

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