POLYNOUS TRUST, 485BPOS, 1999-12-30

POLYNOUS TRUST
485BPOS, 1999-12-30

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 30, 1999
File No. 333-04983
File No. 811-07649

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ x ]

Pre-Effective Amendment No. ____ [ ]

Post-Effective Amendment No. __4__ [ x ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 6 [ x ]

Polynous Trust
(Exact Name of Registrant as Specified on Charter)

345 California Street, Suite 1220
San Francisco, CA 94104
(Address of Principal Executive Offices)

(415) 956-3384
(Registrant's Telephone Number)

Kevin L. Wenck, President
Polynous Capital Management, Inc.
345 California Street, Suite 1220
San Francisco, CA 94104
(Name and Address of Agent for Service)

Copies to:
Mitchell E. Nichter, Esq. Carolyn F. Mead, Esq.
Paul, Hastings, Janofsky & Walker LLP PFPC Inc.
345 California Street 3200 Horizon Drive
San Francisco, CA 94104-2635 King of Prussia, PA 19406-0903

It is proposed that this filing will become effective (check appropriate box).

[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

<PAGE> 2

POLYNOUS GROWTH FUND ("FUND")

SUPPLEMENT DATED DECEMBER 30, 1999 TO PROSPECTUS DATED DECEMBER 30, 1999

Polynous Capital Management, Inc., the investment adviser of the Fund (the
"Adviser"), has informed the Fund's Board of Trustees that the Adviser is no
longer considering recommending to the Board the liquidation of the Fund, but
that the Adviser continues to consider other strategic options. The Fund is
currently invested substantially in equity securities in accordance with the
Fund's investment policies pending consideration by the Adviser and the Board of
these options, including the possible liquidation of the Fund.

The Adviser has also represented to the Board that the Adviser intends to
continue subsidizing the Fund through the waiver of the Adviser's investment
advisory fee and reimbursement by the Adviser of Fund expenses through at least
March 31, 2000. The Fund's expense ratio for the fiscal year ended July 31, 1999
was approximately 2.41% before the Adviser fee waivers and expense
reimbursements (approximately 1.90% after such waivers and reimbursements).
Because of the lower level of assets currently in the Fund, the Fund's actual
expense ratio (without such waivers and reimbursements) is expected to be higher
for succeeding periods.

<PAGE> 3

Polynous Growth Fund

Class A Shares

PROSPECTUS

December 30, 1999

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

<PAGE> 4

Polynous Growth Fund

FUND INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund invests in the equity securities of U.S. companies with total market
capitalization at the time of purchase of between $50 million and $5 billion and
which are typically described as small-capitalization and mid-capitalization
companies. Within this market capitalization range, the Fund focuses on
companies that are typically considered "growth" companies and which are
expected to have annual revenue growth rates between 15 percent and 30 percent.

The Advisor's "Dynamic Value" investment strategy seeks to combine the
opportunity for dynamic growth and potential capital appreciation available from
growth stock investing with the strict valuation disciplines of "value
investing." Value investing refers to a strategy that invests in stocks that are
undervalued and priced at a discount relative to some static valuation parameter
such as book value. With the Advisor focusing on growth stocks, however, the
Advisor's "valuation discipline" focuses on investing in stocks that are
undervalued and priced at a discount relative to a more dynamic valuation
parameter such as a company's projected growth rate. The Advisor believes this
strategy offers the Fund a more structured and disciplined process for investing
in higher growth equities.

The investment strategy is divided into two distinct processes: (1) Research and
(2) Portfolio Management. Both have the same structure, control and discipline
that may often be associated with a well-managed business. Each process is
further divided into the following distinct tasks for greater structure:

The Research Process The Portfolio Management Process
- -------------------- --------------------------------
- - Economic/Sector/Industry Analysis - Valuation
- - Initial Screening - Portfolio Characteristics
- - Opportunity Assessment - Buy Discipline
- - Financial Assessment - Portfolio Monitoring
- - Functional Assessment - Sell Discipline/Portfolio Optimization
- - Comprehensive Risk Assessment
- - Continuing Review

The research process determines if individual companies meet the Advisor's
quality and growth requirements before being considered for purchase by the
Fund. The portfolio management process determines and controls the actual buy
and sell decisions for the Fund. Within the overall portfolio management process
are policies that control how securities are valued and how the overall Fund
portfolio will typically be structured as well as providing a disciplined
process by which buy and sell decisions are made.

Buy and sell decisions are determined by the Advisor's projected capital
appreciation for individual companies. The buy discipline requires minimum
projected capital appreciation of 20 percent annually before a security can be
purchased. The sell discipline requires that a security is sold when its
projected annual capital appreciation reaches zero percent. The Advisor's sell
discipline is the main factor determining portfolio turnover. If individual
stocks reach sell targets in a shorter period of time, then portfolio turnover
will increase. This investment strategy may result in a high turnover of
portfolio positions. High portfolio turnover, if other tax management strategies
are not employed, may also result in the Fund producing a high level of
short-term gains for tax purposes.

The overall "Dynamic Value" strategy is intended to result in both high levels
of knowledge about a company before it is considered for the Fund's portfolio
and high capital appreciation prospects for the companies which satisfy the buy
discipline. The overall strategy also considers risk management to be of equal
importance as stock selection. Risk management is of primary importance due to
the higher risks of investing in small-capitalization and mid-capitalization
equity securities. The Advisor believes that company operating risk is managed
by a having greater knowledge about the Fund's portfolio companies and that
stock valuation risk is managed by having less expensive companies in the Fund's
portfolio than might be typical for a growth stock portfolio.

PRINCIPAL RISKS

Any investment in equity securities can result in possibly losing some or even a
substantial portion of your investment. The principal risks associated with an
investment in the Fund include:

- - EQUITY SECURITY RISK. Equity securities do not have guaranteed rates of
return.
- - STOCK MARKET RISK. Movements in the market will affect the Fund's share
prices on a daily basis. The overall market and the specific securities held
by the Fund may decline in value.
- - SMALL OR NEW COMPANIES. Small or newly public companies may be subject to
greater price fluctuations and significant losses due to unseasoned
management, increased competition, or entrance into new markets. Shares of a
small company may pose greater risks than shares of a large company because
of narrow product lines, limited financial resources, and less depth of
management.
- - LESS LIQUID TRADING MARKETS. Small-capitalization and mid-capitalization
companies have less liquid trading markets than do large-capitalization
companies. A less liquid trading market can magnify the volatility of a
company's stock price.
- - STOCK SELECTION RISK. The stocks in the Fund's portfolio may decline in value
or not increase in value when the stock market in general is increasing in
value.
- - PORTFOLIO TURNOVER. High Portfolio turnover may result in greater brokerage
commissions and acceleration of capital gains, which are taxable when
distributed to shareholders. Greater brokerage commissions and taxes on gains
may adversely affect the fund's performance.
- - MANAGEMENT. The Advisor's skill in choosing appropriate investments will play
a large part in determining whether the Fund is able to achieve its
investment objective. If the Advisor's projections about the prospects for
individual companies are incorrect, such errors in judgment by the Advisor
may result in significant losses in individual securities which can then also
result in possible losses for the overall Fund.

2
<PAGE> 5

SUITABILITY
The Fund may be appropriate for investors who seek capital appreciation and are
able to accept short-term fluctuations in return for the potential of greater
long-term growth. Investors who are seeking current income or who have a
conservative or short-term investment approach should not invest in this Fund.

PAST PERFORMANCE

The bar chart and performance table below illustrate the risks of
investing in the Fund. The Fund's past performance does not necessarily
indicate how the Fund will perform in the future.

The bar chart shows changes in the Fund's performance from year to year.

Sales loads and account fees are not reflected in the bar chart; if they
were, returns would be less than shown.

18.51% -12.29%
---------------------------------------------------
1997 1998

Year-to-Date Return -0.14% as of September 30, 1999
Best Quarter 16.07% in the quarter ended
December 31, 1998
Worst Quarter -26.37% in the quarter ended
September 30, 1998

The table shows how the Fund's average annual returns compare with those of
its benchmark, the Russell 2000 Index, an unmanaged securities index. The
figures assume reinvestment of all dividends and distributions. The
performance calculations reflect the deduction of the maximum sales charges
and annual fund operating expenses.

3
<PAGE> 6
<TABLE>
<CAPTION>

PERFORMANCE TABLE
(Average annual total returns as of December 31, 1998)

1 Year Since
Inception*
=======================================================================
<S> <C> <C>
Polynous Growth Fund -16.24% 2.20%
Russell 2000 Index -2.24% 14.27%

* August 12, 1996.
</TABLE>

FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you could expect to pay as an
investor in the Fund. Shareholder fees are one time expenses charged directly to
you. Annual Fund Operating Expenses come out of Fund assets and they are
reflected in the Fund's total return.

CLASS A SHARES
SHAREHOLDER FEES(1)
(fees paid directly from your investment)
<S> <C>
Maximum front-end sales charge (load) - % of offering price(2) 4.50%

ANNUAL FUND OPERATING EXPENSES:
(expenses deducted from fund assets)

Management Fees 1.00%
Distribution and Service (12b-1) fees 0.25%
Other Expenses 1.16%
- -----------------------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING
EXPENSES(2,3) 2.41%
<FN>

1 Shareholders redeeming shares by wire transfer will be charged a $9.00 fee for
each wire redemption.
2 Reduced for purchases of $50,000 and over.

3 The Advisor has voluntarily agreed to waive all or a portion of its management
fees in order to keep the Fund's total annual operating expenses at 1.90%.
The Advisor may terminate the voluntary waiver on 60 days' notice. Any waiver
or reimbursement by the Advisor is subject to repayment by the Fund within the
following three years if the Fund is able to make the repayment without
exceeding its current expense limits. With the cap, actual operating expenses
were:

</TABLE>

Management Fees 0.49%
Distributions Fees 0.25%
Other Expenses 1.16%
- --------------------------------------------------------------------
Net Annual Fund Operating Expenses 1.90%

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that:
- you invest $10,000 in the Fund for the time periods indicated;
- you redeem all of your shares at the end of each time period;
- your investment has a 5% return each year;
- all distributions are reinvested; and
- the Fund's operating expenses remain the same.

4
<PAGE> 7

This example is for comparison only. Actual return and expenses will be
different and the Fund's performance and expenses may be higher or lower. Based
on the above assumptions, your costs for the Fund would be:

1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
Class A $682 $1,168 $1,678 $3,073

ADDITIONAL INVESTMENT STRATEGIES AND RISKS

Defensive Investing
- -------------------
The Fund may occasionally take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies when the Advisor
deems it necessary to respond to adverse economic, political or other
conditions. At such time, the Fund may invest temporarily and without limitation
in U.S. government obligations, money market instruments and repurchase
agreements. When the Fund takes a temporary investment position, it may not
achieve its investment goals.

Year 2000 Compliance Issues
- ---------------------------
The Advisor tested all of its internal computer systems for Year 2000 compliance
in the fourth quarter of 1998 and found that all systems were fully functional
using dates subsequent to December 31, 1999. The Fund's other major service
providers have informed the Advisor that they have taken steps that they believe
are reasonably designed to address Year 2000 compliance issues with respect to
their computer systems.

Despite efforts of the Advisor and the other major service providers, a
non-compliant computer system could have a material adverse effect on the Fund's
business operations. In addition, if an issuer in which the Fund is invested is
adversely affected by Year 2000 problems, it is likely that the price of its
securities will also be adversely affected.

MANAGEMENT OF THE FUND

The Advisor for the Fund is:

Polynous Capital Management, Inc.
345 California Street, Suite 1220
San Francisco, California 94104

The Advisor is responsible for the selection, purchasing, monitoring and sale of
the securities in the Fund's investment portfolio, subject to the supervision of
the Board of

5
<PAGE> 8

Trustees. The Advisor also arranges for the transfer agency, custody and all
other services necessary to operate the Fund.

Polynous Capital Management, Inc. was founded in May 1996. In addition to the
Fund, Polynous manages separate accounts for institutional investors and private
individuals. As of November 30, 1999, the Advisor had approximately $30
million of assets under management, including investment company assets of
approximately $10 million.

Portfolio Management
- --------------------

Kevin L. Wenck serves as the portfolio manager for the Fund. Mr. Wenck's
experience before founding Polynous Capital Management, Inc. in May 1996
includes five years managing mid-cap and small-cap growth stock portfolios with
G.T. Capital Management. Part of Mr. Wenck's responsibilities at G.T. Capital
Management (renamed LGT Asset Management in 1996 and subsequently acquired by
AIM Management in 1998) included portfolio manager for the G.T. Global: America
Growth Fund, which he managed from July 1, 1991 through April 30, 1996. Mr.
Wenck also spent three years managing small-cap growth stock portfolios with
Matuschka & Co.

Mr. Wenck earned an M.B.A. degree in 1985 from Amos Tuck School of Business
Administration at Dartmouth College and was awarded his C.F.A. designation in
1986. Mr. Wenck also received a B.A degree in Philosophy and Classical
Literature from Marlboro College in 1981.

Management Fees
- ---------------
The Fund pays the Advisor a monthly fee for providing investment advisory
services, which is calculated daily by applying the following annual rates:
1.00% on net assets of $100 million and below; 0.75% on the next $150 million;
0.60% on the next $250 million; 0.50% on the next $500 million; and 0.40% on all
net asset amounts above $1 billion. During the most recent fiscal year, after
taking into account fee waivers, the Fund paid 0.48% of average daily net assets
in investment advisory fees to Polynous Capital Management.

The fees paid to the Advisor reflect a voluntary undertaking to waive and/or
reimburse fees so that total operating expenses do not exceed 1.90% for the
Fund. The Advisor has the right to terminate the fee waiver with 60 days'
notice. Any waiver or reimbursement by the Advisor is subject to repayment by
the Fund within the following three years if the Fund is able to make the
repayment without exceeding its current expense limits.

YOUR ACCOUNT

BUYING SHARES
You may buy shares in the Fund with an initial investment of $2,500 or more
($1000 for retirement plans, $500 for UGMA or UTMA). Additional investments may
be made for

6
<PAGE> 9

as little as $100. The Fund has the right to waive the minimum investment
requirements for employees of the Fund's investment advisor and its affiliates.
The Fund also has the right to reject any purchase order. Shares of the Fund are
offered only to residents of states in which the shares are registered for sale.

PRICING OF FUND SHARES (PURCHASE PRICE) Class A Shares of the Fund are offered
at the public offering price, which is the current net asset value per share
("NAV") next calculated after receipt of a purchase order in proper form, plus
any applicable initial sales charge. In some cases described below, purchases
are not subject to an initial sales charge, and the public offering price will
be the net asset value. In other cases, reduced sales charges may be available,
as described below or in the Statement of Additional Information.

The Fund calculates its NAV by adding the total market value of the Fund's
investments and other assets, subtracting any liabilities, and then dividing
that figure by the total number of outstanding shares of the Fund. The Fund's
NAV is calculated at the close of regular trading of the New York Stock Exchange
("NYSE"), normally 4:00 p.m. Eastern time. The Fund does not price shares on
days when the NYSE is closed, which currently includes New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas.

The portfolio securities of the Fund listed or traded on a stock exchange are
valued at the latest sale price. If no sale price is reported, the mean of the
latest bid and asked prices is used. Securities traded over-the-counter are
priced at the mean of the latest bid and asked prices. When market quotations
are not readily available, securities and other assets are valued at fair value
as determined in good faith by the Board of Trustees. Options, futures and
options on futures are valued at the settlement price as determined by the
appropriate clearing corporation.

Short-term investments having a maturity of 60 days or less are valued at
amortized cost. When a security is valued at amortized cost, it is valued at its
cost when purchased, and thereafter by assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. All other securities and
assets are valued at their fair value as determined in good faith under
procedures established by and under the supervision of the Board of Trustees.

Net asset value is calculated separately for each class of the Fund based on
expenses applicable to the particular class.

The sales charge is a variable percentage of the offering price, depending upon
the amount of the purchase. Polynous Securities, LLC, the Fund's principal
underwriter (the "Underwriter"), reserves the right to reallocate the entire
commission to dealers. No sales charge will be assessed on the reinvestment of
distributions. Shares may also be bought and sold through any securities dealer
having a dealer agreement with the Fund's Underwriter.

7
<PAGE> 10

The following table shows the regular sales charge on Class A Shares of the
Fund.
<TABLE>
<CAPTION>

Sales Charge Sales Charge
as % of as % of Net
Offering Price Amount Invested
-------------- ---------------
<S> <C> <C>
Less than $50,000 4.50% 4.71%
$50,000 but less than $100,000 4.00% 4.17%
$100,000 but less than $250,000 3.00% 3.09%
$250,000 but less than $500,000 2.00% 2.04%
$500,000 or more* 0% 0%
</TABLE>

* There is no initial sales charge on purchases of Class A Shares of $500,000 or
more; however, a contingent deferred sales charge ("CDSC") of 1.00% is imposed
on redemptions of such shares within 12 months of purchase, based on the lower
of the shares' cost or current net asset value. In addition, shares purchased by
certain investors investing $500,000 or more that have made arrangements with
the Fund's principal underwriter are not subject to any charge. In determining
whether a CDSC is payable, the Fund will first redeem shares not subject to any
charge. Redemption of shares of the Polynous Money Market Portfolio are
generally not subject to a CDSC; however, a CDSC may be applicable to redemption
of shares of the Polynous Money Market Portfolio if the redeemed shares were
exchanged from the Fund. No CDSC charge is imposed on the redemption of shares
acquired through reinvestment of income dividends or capital gains
distributions. The Underwriter receives the entire amount of the CDSC to defray
its expense in providing certain distribution-related services to the Fund,
including payment of a sales commission to selling dealers or qualifying
financial institutions, as described above.

WAYS TO REDUCE SALES CHARGES Investors can reduce or eliminate sales charges on
Class A shares under certain conditions:

RIGHT OF ACCUMULATION
If you already hold Class A shares of the Fund, the sales charge rate on
additional purchases can be based on your total Class A shares in the Fund.

LETTER OF INTENT
This non-binding agreement allows you to purchase Class A shares over a period
of 13 months with the sales charge that would have applied if you had purchased
them all at once.

PLEASE NOTE:
YOU MUST ADVISE YOUR DEALER, THE TRANSFER AGENT OR THE FUND IF YOU QUALIFY FOR A
REDUCTION AND/OR WAIVER IN SALES CHARGES.

Sales Charge Waivers
- --------------------
The initial sales charge may be waived for purchases of Fund shares by the
following types of investors:

8
<PAGE> 11

- - any financial advisor regulated by federal or state governmental
authority when the advisor is purchasing shares for its own account or
for an account for which the advisor is authorized to make investment
decisions (i.e., a discretionary account).

- - trustees, officers and employees of the Fund, the Advisor, and the
Underwriter (including members of their immediate families and their
retirement plans).

- - trustees, officers and employees of the Fund's service providers.

- - customers, clients or accounts of the Advisor or other investment advisors
or financial planners who charge a fee for their services.

- - retirement accounts or plans, or deferred compensation plans and trusts
funding such plans for which a depository institution, trust company or
other fiduciary holds shares purchased through the omnibus accounts for the
Fund.

- - qualified employee benefits plans created under Sections 401, or 457 of the
Internal Revenue Code (but not IRAs or SEPs).

- - any non-profit institution investing $1 million or more.

- - investors purchasing shares of the Fund with redemption proceeds from other
mutual funds, on which the investor had paid a front-end sales charge or
was subject to a deferred sales charge, whether or not paid, if such
redemption has occurred no more than 30 days prior to such purchase.

- - registered representatives, employees or principals of securities dealers
(including members of their immediate families) having a sales agreement
with the Underwriter.

THE DISTRIBUTION PLAN

The Fund has adopted a distribution plan for the Class A Shares pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Plan"). Under
the Plan, the Fund will pay an annual fee of 0.25% of the average daily net
assets attributable to the Class A Shares to the Underwriter to make payments
to financial institutions and intermediaries such as banks, savings and loan
associations, insurance companies, investment counselors, and broker-dealers who
assist in the distribution of the Class A Shares of the Fund or provide services
with respect to the Class A Shares of the Fund, pursuant to service agreements
with the Fund.

Because these fees are paid on an on-going basis, over time they will increase
the cost of your investment and may cost you more than the maximum sales charge
otherwise permitted by the National Association of Securities Dealers, Inc.

The fees paid to the Underwriter under the Plan are subject to the review and
approval by the Trust's unaffiliated Trustees who may reduce the fees or
terminate the Plan at any time.

Timing of Requests
- ------------------
All requests received in good order as described in the following chart, by the
transfer agent, PFPC Inc., before 4:00 p.m. Eastern time will be executed at
that day's NAV, less any applicable sales charge. Orders received after 4:00
p.m. will be executed the following day at that day's NAV, less any applicable
sales charge.

To Purchase Shares:
- -------------------- ---------------------------------------------------- --------------------------------------------------
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
- -------------------- ---------------------------------------------------- --------------------------------------------------
<S> <C> <C>
- Complete and sign the account application. - Make your check payable to the
- Make your check payable to the "Polynous " Polynous Growth Fund."
Growth Fund." - Fill out an investment slip from an
account statement, include your name and
By Mail - Mail the application and your check to: account number. Mail to:

PFPC INC.
211 SOUTH GULPH ROAD PFPC INC.
P.O. BOX 61767 211 SOUTH GULPH ROAD
KING OF PRUSSIA, PA 19406 P.O. BOX 61767
KING OF PRUSSIA, PA 19406

- Minimum subsequent investment for all
accounts is $100.
- -------------------- ---------------------------------------------------- --------------------------------------------------
</TABLE>

9
<PAGE> 12
<TABLE>
<CAPTION>
- -------------------- ---------------------------------------------------- --------------------------------------------------
<S> <C> <C>
- Minimum Initial Investment is $2,500
($1,000 for retirement accounts, $500 for UGMA
or UTMA).
- -------------------- ---------------------------------------------------- --------------------------------------------------
- Call 800-528-8069 to arrange for a wire - Call 800-528-8069 to arrange for a wire
purchase. For same day purchase, the wire purchase. For same day purchase, the wire
must be received by 4:00 p.m. Eastern time. must be received by 4:00 p.m. Eastern time.

By Wire - Wire federal funds to: - Wire federal funds to:
BOSTON SAFE DEPOSIT & TRUST BOSTON SAFE DEPOSIT & TRUST
ABA #011001234 ABA #011001234
FOR: POLYNOUS GROWTH FUND FOR: POLYNOUS GROWTH FUND
ACCT#: 05800 ACCT#: 05800
FBO: INCLUDE THE ACCOUNT NAME AND NUMBER. FBO: INCLUDE THE ACCOUNT NAME AND NUMBER.

- Mail completed account application to the - Note: Your bank may charge a wire fee.
address above.

- Note: Your bank may charge a wire fee.
- -------------------- ---------------------------------------------------- --------------------------------------------------
- You may open an account by making an - You may add to an existing account by
By Exchange exchange from an existing account. Exchanges making an exchange from an existing
can be made by mail, fax or telephone. Call account. Exchanges can be made by mail,
800-528-8069 for help. fax or telephone. Call 800-528-8069 for
help.
- Note: No fee or charge will apply, but
there may be a capital gain or loss. - Completed authorization form must be on
file in advance.

- Note: No fee or charge will apply, but
there may be a capital gain or loss.
- -------------------- ---------------------------------------------------- --------------------------------------------------
- You must open a regular Fund account with - Call 800-528-8069 to request the form.
By Automatic $2,500 minimum prior to participating in this
Investment Plan plan. Subsequent monthly investments are - Complete and return the form and any other
subject to the $100 minimum. required materials.
- -------------------- ---------------------------------------------------- --------------------------------------------------
</TABLE>

Brokers, 401(k) plans, financial advisors or financial supermarkets may charge
additional transaction fees, which would not be charged if shares were purchased
directly from the Fund.

RETIREMENT ACCOUNTS Tax deferred retirement programs such as 401(k) and 403(b)
plans, Keogh, SEP, and IRAs may invest in the Fund. Accounts established under
such plans must have all dividends reinvested in the Fund. For more information
about these plans or for an IRA application, please call 800-924-3863.

SELLING YOUR SHARES

You may sell shares at any time. Your shares will be sold at the next NAV
calculated after the Fund's transfer agent receives your request with all
necessary documents, including a written redemption request and, when
appropriate, a signature guarantee.

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<PAGE> 13

Timing of Requests
- ------------------
Redemption requests received with all necessary documents, including a written
redemption order and, when appropriate, a signature guarantee by the transfer
agent, PFPC Inc., before 4:00 p.m. Eastern time on any day that the NYSE is open
for business will be executed at that day's NAV. Requests received after 4:00
p.m. will be processed on the next business day.

Selling Recently Purchased Shares
- ---------------------------------
The Fund will redeem shares that were recently purchased by check, but may delay
mailing the proceeds for up to 8 business days from purchase date to allow the
purchase check to clear.

Signature Guarantees
- --------------------
A signature guarantee protects you against fraud by guaranteeing your signature
is authentic. A guarantee is required on all redemption requests over $10,000 or
when the redemption proceeds are to be sent to someone other than the owner of
record or to an address or bank account other than those of record. Most banks
or financial institutions can provide you with a signature guarantee, but a
notary public cannot provide a signature guarantee.

Money Market Exchange Privilege
- -------------------------------
Shareholders may redeem any or all shares of the Fund and automatically invest
the proceeds through the Polynous Money Market Fund account in the Cash Account
Trust Money Market Portfolio (the "Money Market Portfolio"), an unaffiliated,
separately managed, money market mutual fund. The exchange privilege with the
Money Market Portfolio does not constitute an offering or recommendation of the
shares of the Money Market Portfolio by the Fund or the Underwriter. Investor
Services Group is compensated for administrative services it performs with
respect to the Money Market Portfolio.

Shareholders who wish to use this exchange privilege may elect the service on
the account application. Fund shareholders should not purchase shares of the
Money Market Portfolio without first receiving the current prospectus for the
Money Market Portfolio. By giving exchange instructions, a shareholder will be
deemed to have represented that he has received the current prospectus for the
Money Market Portfolio.

The Fund reserves the right to reject any exchange request or otherwise modify,
restrict or terminate the exchange privilege at any time upon at least 60 days'
prior notice. Exchanges of Fund shares are subject to the other requirements of
Polynous Money Market Portfolio into which the exchange is made.
<TABLE>
<CAPTION>

To Sell Shares:
- -------------------- ----------------- -------------------------------------------------------------------------------------
<S> <C> <C>
- Submit a written request for redemption with:
- The Fund's name;
- Your Fund account number;
By Mail - The dollar amount or number of shares or percentage of the account to be
redeemed; and
- Signatures of all persons required to sign for transactions, exactly as the
shares are registered.
- -------------------- ----------------- -------------------------------------------------------------------------------------
</TABLE>

11
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- Mail your request to:
First Data Investor Services Group, Inc.
211 South Gulph Road
P.O. Box 61767
King of Prussia, PA 19406

- A check will be mailed to the name
and address in which the account is
registered.

- -------------------- ----------------- --------------------------------------------------------------
- This option must be elected either
in the initial application or
subsequently in writing.

- Call 800-528-8069.

By Wire - Wire redemption requests must be
received before 4:00 p.m. Eastern
Time for money to be wired the next
business day.

- There is a $9.00 charge for
redemptions under $10,000 made by wire.

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

- This service must be elected in
advance, either in the initial
application or subsequently in
writing.

- Call 800-528-8069 with your request.

- The Fund will use reasonable procedures to confirm that the
request is genuine. Please refer to the section on "Telephone
Transactions" on page __ for further information.
By Telephone
Written confirmation will be provided.

- -------------------- ----------------- -----------------------------------------------------------------
- Complete the appropriate section on
the Account Application or call
800-528-8069 to request a form to
add the plan.

By Systematic - To participate, you must own or purchase shares with a value
Withdrawal of at least $10,000.
Plan
- Withdrawals can be monthly, quarterly, semi-annually or annually.
The minimum amount is $100.
- -------------------- ----------------- ----------------------------------------------------------------------
</TABLE>

PLEASE NOTE THAT IF YOU USE A BROKER-DEALER OR FINANCIAL ADVISOR TO ASSIST YOU
IN ANY OF THESE TRANSACTIONS, THEY MAY CHARGE A FEE FOR THIS SERVICE THAT WOULD
NOT BE CHARGED BY THE FUND.

ADDITIONAL INFORMATION ON BUYING AND SELLING FUND SHARES

General Policies
- ----------------
The Fund reserves the right to:

- reject any purchase order when the Fund determines that it is not in
the best interest of the Fund or its shareholders to accept such
order.

- make redemptions-in-kind (payments in portfolio securities rather than
cash) if the amount to be redeemed is large enough to affect Fund
operations (for example, if it represents more than 1% of the Fund's
assets).

- change the minimum investment amounts.

- cancel any purchase order and impose a $20 returned check fee if the
purchase check does not clear.

12
<PAGE> 15

- reject checks drawn on banks outside the United States or endorsed
over by a third party. All investments must be made in U.S. dollars.

Minimum Balances
- ----------------
The Fund may redeem your remaining shares at net asset value if the balance of
your account falls below $500 due to redemptions. The Fund will notify you if
your balance has fallen below $500 and you will have 60 days to increase your
account balance before your shares are redeemed. The Fund may close any account
without notice if the account is inactive and the value of the account is $0.

Telephone Transactions
- ----------------------
The Fund has procedures to verify that your telephone instructions are genuine.
These may include asking for identifying information and recording the call. As
long as the Fund and its representatives take reasonable measures to verify the
authenticity of calls, you will be held responsible for any losses caused by
unauthorized telephone orders. If the Fund and its representatives do not take
reasonable measures, they may be liable for any losses due to unauthorized or
fraudulent instructions.

Mailings to Shareholders
- ------------------------
The Fund mails quarterly statements summarizing the activity in your account(s)
and confirmations following each purchase or sale of your Fund shares. To reduce
expenses, the Fund will limit mailings of most financial reports, prospectuses
and account statements to one copy for each address that lists one or more
shareholders with the same last name. If you would like additional copies of
financial reports and prospectuses or separate mailings of account statements,
please call 800-528-8069.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund will distribute its net investment income annually in December. Any net
gain realized from the sale of portfolio securities and net gains realized from
foreign currency transactions are distributed at least once each year unless
they are used to offset losses carried forward from prior years, in which case
no such gain will be distributed.

13
<PAGE> 16

Reinvestment Option
- -------------------
Dividend and capital gain distributions will be automatically reinvested in the
Fund unless you elect to receive them by check. You may change your dividend
option at any time by requesting a change in writing. You must have your
dividends reinvested if you participate in the Systematic Withdrawal Plan or any
Retirement Plans. Dividends are reinvested at the ex-dividend date at the NAV
determined at the close of business that day. There are no fees or charges on
reinvestments.

Taxes on Dividends and Distributions
- ------------------------------------
Dividends you receive from the Fund, whether reinvested or taken in cash, are
generally taxable as ordinary income. Capital gains distributions are taxed
based on how long the Fund held the assets that generated the capital gain. This
is true no matter how long you have owned your shares or whether you reinvest
your distributions or receive them in cash.

The sale of Fund shares is a taxable event; you may realize a capital gain or
loss on this transaction. You should consult your own tax advisor for more
specific information about federal, state and local tax consequences.
<TABLE>
<CAPTION>

Type of Distribution Declared & Paid Federal Tax Status
====================================================== ========================== ==========================
<S> <C> <C>
Dividends from Net Investment Income annually ordinary Income

Short-term Capital Gains annually ordinary income

Long-term Capital Gains annually capital gain
</TABLE>

Shareholders will receive an annual statement on the source and tax status of
all distributions for federal income tax purposes. There will also be
information showing which portion of the distributions are not taxable in
certain states.

Backup Withholding
- ------------------
Shareholders may have 31% of their distributions and proceeds withheld if the
Fund does not have complete, correct taxpayer information on file as required by
law.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the past three years. 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 Fund during each period assuming you

14
<PAGE> 17

reinvested all dividends and distributions. The Fund's independent auditors,
Deloitte & Touche LLP, has audited this information and their report, along with
the Fund's financial statements, are included in the annual report, which is
available upon request.

- ------------------------------------------------------- --------------------- --------------------- ---------------------
For the Period
For the Year Ended For the Year Ended August 12, 1996*
July 31, 1999 July 31, 1998 through July 31,
1997
- ------------------------------------------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 12.85 $14.35 $12.00
------- ------ ------
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Income from investment operations:
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Net Investment Income (0.18) (0.21) 0.96
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Net realized and unrealized gain on investments (1.01) 0.07 1.41
------ ---- ----
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Total from investment operations (1.19) (0.14) 2.37
------ ------ ----
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Less Distributions
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Net Investment Income 0.00 (0.88) 0.00
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Distributions from net capital gains (0.87) (0.48) (0.02)
------ ------ ------
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Total Distributions (0.87) (1.36) (0.02)
------ ------ ------
- ------------------------------------------------------- --------------------- --------------------- ---------------------
NET ASSET VALUE, END OF PERIOD $10.79 $12.85 $14.35
====== ====== ======
- ------------------------------------------------------- --------------------- --------------------- ---------------------

- ------------------------------------------------------- --------------------- --------------------- ---------------------
TOTAL RETURN** (8.34%) (1.33%) 20.53%1
- ------------------------------------------------------- --------------------- --------------------- ---------------------

- ------------------------------------------------------- --------------------- --------------------- ---------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Net Assets, end of period (in 000's) $16,702 $27,124 $22,509
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Ratio of expenses to average net assets:
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Before expense reimbursement 2.41% 2.19% 2.73%1
- ------------------------------------------------------- --------------------- --------------------- ---------------------
After expense reimbursement 1.90% 1.99%2 2.00%1
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Ratio of net investment income to average net assets:
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Before expense reimbursement (1.93%) (1.22%) 9.44%1
- ------------------------------------------------------- --------------------- --------------------- ---------------------
After expense reimbursement (1.42%) (1.02%) 10.17%1
- ------------------------------------------------------- --------------------- --------------------- ---------------------
Portfolio turnover rate 102.53% 140.15% 925.07%
- ------------------------------------------------------- --------------------- --------------------- ---------------------
<FN>

* Commencement of investment operations.
** Total return calculation does not reflect sales load.
1 Annualized.
2 Reflects the reduction of the Operating Expense Ratio to 1.90% from 2.00% on June 22, 1998.
</TABLE>

15
<PAGE> 18

ADDITIONAL INFORMATION

For investors who want more information about the Fund, the following documents
are available free upon request:

ANNUAL AND SEMIANNUAL REPORTS: Additional information about the Fund's
investments is available in the Fund's annual and semiannual reports to
shareholders. In the Fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated by reference into this
prospectus.

You can get free copies of these reports and the SAI, request other information
and ask questions about the Fund by contacting:

Polynous Capital Management, Inc.
345 California Street
San Francisco, CA 94104
Telephone: 800-924-3863 or 415-956-3384
Internet address: www.polynous.com

You can review the Fund's reports and SAI at the Public Reference Room of the
Securities and Exchange Commission (SEC). Copies of reports and other
information about the Fund may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For
additional information about the Public Reference Room, call the SEC at
1-202-942-8090.

You may also download a copy of these documents from the EDGAR Database on the
SEC's Internet site for no charge at http://www.sec.gov.

The Fund's SEC File No. is 811-07649

16
<PAGE> 19

Polynous Growth Fund

Class D Shares

PROSPECTUS

December 30, 1999

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.

17
<PAGE> 20

Polynous Growth Fund

FUND INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

PRINCIPAL RISKS

Any investment in equity securities can result in possibly losing some or even a
substantial portion of your investment. The principal risks associated with an
investment in the Fund include:

- - EQUITY SECURITY RISK. Equity securities do not have guaranteed rates of
return.
- - STOCK MARKET RISK. Movements in the market will affect the Fund's share
prices on a daily basis. The overall market and the specific securities held
by the Fund may decline in value.
- - SMALL OR NEW COMPANIES. Small or newly public companies may be subject to
greater price fluctuations and significant losses due to unseasoned
management, increased competition, or entrance into new markets. Shares of a
small company may pose greater risks than shares of a large company because
of narrow product lines, limited financial resources, and less depth of
management.
- - LESS LIQUID TRADING MARKETS. Small-capitalization and mid-capitalization
companies have less liquid trading markets than do large-capitalization
companies. A less liquid trading market can magnify the volatility of a
company's stock price.
- - STOCK SELECTION RISK. The stocks in the Fund's portfolio may decline in value
or not increase in value when the stock market in general is increasing in
value.
- - PORTFOLIO TURNOVER. High portfolio turnover may result in greater brokerage
commissions and acceleration of capital gains, which are taxable when
distributed to shareholders. Greater brokerage commissions and taxes on gains
may adversely affect the fund's performance.
- - MANAGEMENT. The Advisor's skill in choosing appropriate investments will play
a large part in determining whether the Fund is able to achieve its
investment objective. If the Advisor's projections about the prospects for
individual companies are incorrect, such errors in judgment by the Advisor
may result in significant losses in individual securities which can then also
result in possible losses for the overall Fund.

18
<PAGE> 21

PAST PERFORMANCE
The bar chart and performance table below illustrate the risks of
investing in the Fund. The Fund's past performance does not necessarily
indicate how the Fund will perform in the future.

The bar chart shows changes in the Fund's performance from year to year.
Returns are for a class of shares of the Fund that is not offered in the
prospectus, but that would have substantially similar annual returns
because the shares are invested in the same portfolio of securities and the
annual returns would differ only to the extent that the classes do not have
the same expenses. Sales loads and account fees are not reflected in the
bar chart; if they were, returns would be less than shown.

18.51% -12.29%
-------------------- ---------------------
1997 1998

Year-to-Date Return -0.14% as of September 30, 1999
Best Quarter 16.07% in the quarter ended
December 31, 1998
Worst Quarter -26.37% in the quarter ended
September 30, 1998

19
<PAGE> 22
<TABLE>
<CAPTION>

PERFORMANCE TABLE
(Average annual total returns as of December 31, 1998)

1 Year Since
Inception*
======================================= ============== ================
<S> <C> <C>

Polynous Growth Fund -16.24% 2.20%
Russell 2000 Index -2.24% 14.27%

* August 12, 1996.
</TABLE>

CLASS D SHARES
<S> <C>
SHAREHOLDER FEES(1)
(fees paid directly from your investment) None

ANNUAL FUND OPERATING EXPENSES:
(expenses deducted from fund assets)

Management Fees 1.00%
Distribution and Service (12b-1) fees 0.35%
Other Expenses2 1.16%
- ---------------------------------------------------- ----------------------
TOTAL ANNUAL OPERATING
EXPENSES(3)
2.51%

<FN>

1 Shareholders redeeming shares by wire transfer will be charged a $9.00 fee for
each wire redemption.
2 Since the Class D Shares have not commenced operations and do not have any
actual operating history, for purposes of this table, "Other Expenses" is
based on the expenses of the Fund's Class A Shares, which have a different
12b-1 fee, for the fiscal year ended July 31, 1999.
3 The Advisor has voluntarily agreed to waive all or a portion of its
management fees in order to keep the Fund's total annual operating expenses
at 2.00%. The Advisor may terminate the voluntary waiver on 60 days' notice.
Any waiver or reimbursement by the Advisor is subject to repayment by the
Fund within the following three years if the Fund is able to make the
repayment without exceeding its current expense limits. With the cap, actual
operating expenses were:

</TABLE>

Management Fees 0.49%
Distributions Fees 0.35%
Other Expenses 1.16%
- -------------------------------------------------- -----------
Net Annual Fund Operating Expenses 2.00%

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that:
- you invest $10,000 in the Fund for the time periods indicated;
- you redeem all of your shares at the end of each time period;
- your investment has a 5% return each year;

20
<PAGE> 23

- all distributions are reinvested; and
- the Fund's operating expenses remain the same.

1 year 3 years
- ------------------------------------------------ ------------ -------------
Class D $203 $782

ADDITIONAL INVESTMENT STRATEGIES AND RISKS

MANAGEMENT OF THE FUND The Advisor for the Fund is:

Polynous Capital Management, Inc.
345 California Street, Suite 1220
San Francisco, California 94104

21
<PAGE> 24

The Advisor is responsible for the selection, purchasing, monitoring and sale of
the securities in the Fund's investment portfolio, subject to the supervision of
the Board of Trustees. The Advisor also arranges for the transfer agency,
custody and all other services necessary to operate the Fund.

Portfolio Management
- --------------------
Kevin L. Wenck serves as the portfolio manager for the Fund. Mr. Wenck's
experience before founding Polynous Capital Management, Inc. in May 1996
includes five years managing mid-cap and small-cap growth stock portfolios with
G.T. Capital Management. Part of Mr. Wenck's responsibilities at G.T. Capital
Management (renamed LGT Asset Management in 1996 and subsequently acquired by
AIM Management in 1998) included portfolio manager for the G.T. Global: America
Growth Fund, which he managed from July 1, 1991 through April 30, 1996. Mr.
Wenck also spent three years managing small-cap growth stock portfolios with
Matuschka & Co.

The fees paid to the Advisor reflect a voluntary undertaking to waive and/or
reimburse fees so that total operating expenses do not exceed 2.00% for the
Fund. The Advisor has the right to terminate the fee waiver with 60 days'
notice. Any waiver or reimbursement by the Advisor is subject to repayment by
the Fund within the following three years if the Fund is able to make the
repayment without exceeding its current expense limits.

22
<PAGE> 25

YOUR ACCOUNT

BUYING SHARES
You may buy shares in the Fund with an initial investment of $2,500 or more
($1000 for retirement plans, $500 for UGMA or UTMA). Additional investments may
be made for as little as $100. The Fund has the right to waive the minimum
investment requirements for employees of the Fund's investment advisor and its
affiliates. The Fund also has the right to reject any purchase order. Shares of
the Fund are offered only to residents of states in which the shares are
registered for sale.

PRICING OF FUND SHARES (PURCHASE PRICE) Class D Shares of the Fund are offered
at the public offering price, which is the current net asset value per share
("NAV") next calculated after receipt of a purchase order in proper form.

Net asset value is calculated separately for each class of the Fund based on
expenses applicable to the particular class.

THE DISTRIBUTION PLAN

The Fund has adopted a distribution plan for the Class D Shares pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Plan"). Under
the Plan, the Fund will pay an annual fee of 0.35% of the average daily net
assets attributable to the Class D Shares to the Underwriter to make payments to
financial institutions and intermediaries such as banks, savings and loan
associations, insurance companies, investment counselors, and broker-dealers who
assist in the distribution of the Class D Shares of the Fund or provide services
with respect to the Class D Shares of the Fund, pursuant to service agreements
with the Fund.

The fees paid to the Underwriter under the Plan are subject to the review and
approval by the Trust's unaffiliated Trustees who may reduce the fees or
terminate the Plan at any time.

Timing of Requests
- ------------------
All requests received in good order as described in the following chart, by the
transfer agent, PFPC Inc., before 4:00 p.m. Eastern time will be executed at
that day's NAV. Orders received after 4:00 p.m. will be executed the following
day at that day's NAV.

To Purchase Shares:

23
<PAGE> 26

- ------------------------------------------------------------------ --------------------------------------------------------------
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
- ------------------------------------------------------------------ --------------------------------------------------------------
<S> <C> <C>

- Complete and sign the account - Make your check payable to the "Polynous Growth Fund."
application. - Fill out an investment slip from an account statement,
- Make your check payable to the include your name and account number. Mail to:
" Polynous Growth Fund."
By Mail - Mail the application and your check to: PFPC INC.
PFPC INC. 211 SOUTH GULPH ROAD P.O. BOX 61767
211 SOUTH GULPH ROAD KING OF PRUSSIA, PA 19406
P.O. BOX 61767 KING OF
PRUSSIA, PA 19406 - Minimum subsequent investment for all accounts is $100.

- Minimum Initial Investment is $2,500
($1,000 for retirement accounts, $500
for UGMA or UTMA).

- ------------------------------------------------------------------ --------------------------------------------------------------
- Call 800-528-8069 to arrange for a wire - Call 800-528-8069 to arrange for a wire
purchase. For same day purchase, the wire purchase. For same day purchase, the wire
must be received by 4:00 p.m. Eastern time. must be received by 4:00 p.m. Eastern time.

- Mail completed account application to the - Note: Your bank may charge a wire fee.
address above.

- Note: Your bank may charge a wire fee.
- ------------------------------------------------------------------ --------------------------------------------------------------

- You may open an account by making an - You may add to an existing account by
By Exchange exchange from an existing account. Exchanges making an exchange from an existing
can be made by mail, fax or telephone. Call account. Exchanges can be made by mail,
800-528-8069 for help. fax or telephone. Call 800-528-8069 for
- Note: No fee or charge will apply, but help.
there may be a capital gain or loss. - Completed authorization form must be on file in advance.
- Note: No fee or charge will apply, but there may be a
capital gain or loss.
- ------------------------------------------------------------------ --------------------------------------------------------------

- You must open a regular Fund account with - Call 800-528-8069 to request the form.
By Automatic $2,500 minimum prior to participating in this - Complete and return the form and any other
Investment Plan plan. Subsequent monthly investments are required materials.
subject to the $100 minimum.

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

24
<PAGE> 27

Brokers, 401(k) plans, financial advisors or financial supermarkets may
charge additional transaction fees, which would not be charged if shares were
purchased directly from the Fund.

SELLING YOUR SHARES
You may sell shares at any time. Your shares will be sold at the next NAV
calculated after the Fund's transfer agent receives your request with all
necessary documents, including a written redemption order and, when appropriate
a signature guarantee.

Timing of Requests
- ------------------
Redemption requests received with all necessary documents, including a written
redemption order, and, when appropriate a signature guarantee by the transfer
agent, PFPC Inc., before 4:00 p.m. Eastern time on any day that the NYSE is open
for business will be executed at that day's NAV. Requests received after 4:00
p.m. will be processed on the next business day.

Signature Guarantees
--------------------
A signature guarantee protects you against fraud by guaranteeing your signature
is authentic. A guarantee is required on all redemption requests over $10,000 or
when the redemption proceeds are to be sent to someone other than the owner of
record or to an address or bank account other than those of record. Most banks
or financial institutions can provide you with a signature guarantee, but a
notary public cannot provide a signature guarantee.

25
<PAGE> 28

To Sell Shares:
- -------------------- ----------------- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
- Submit a written request for redemption with:
- The Fund's name;
- Your Fund account number;
By Mail - The dollar amount or number of shares or percentage of the account to be
redeemed; and
- Signatures of all persons required to sign for transactions, exactly as the
shares are registered.
- Mail your request to:

PFPC Inc.

211 South Gulph Road
P.O. Box 61767
King of Prussia, PA 19406
- A check will be mailed to the name and address in which the account is
registered.

- -------------------- ----------------- -------------------------------------------------------------------------------------
- This option must be elected either in the initial application or
subsequently in writing.
- Call 800-528-8069.
By Wire - Wire redemption requests must be received before 4:00 p.m. Eastern
Time for money to be wired the next business day.
- There is a $9.00 charge for redemptions under $10,000 made by wire.

- -------------------- ----------------- -------------------------------------------------------------------------------------
- This service must be elected in advance, either in the initial
application or subsequently in writing.
- Call 800-528-8069 with your request.

By Telephone - The Fund will use reasonable procedures to confirm that the request is genuine.
Please refer to the section on "Telephone Transactions" on p. __ for further
information.

- Written confirmation will be provided.

- -------------------- ----------------- -------------------------------------------------------------------------------------
- Complete the appropriate section on the Account Application or call
800-528-8069 to request a form to add the plan.
By Systematic - To participate, you must own or purchase shares with a value of at least
Withdrawal $10,000.
Plan - Withdrawals can be monthly, quarterly, semi-annually or annually. The
minimum amount is $100.
- -------------------- ----------------- -------------------------------------------------------------------------------------
</TABLE>

PLEASE NOTE THAT IF YOU USE A BROKER-DEALER OR FINANCIAL ADVISOR TO ASSIST YOU
IN ANY OF THESE TRANSACTIONS, THEY MAY CHARGE A FEE FOR THIS SERVICE THAT WOULD
NOT BE CHARGED BY THE FUND.

26
<PAGE> 29

ADDITIONAL INFORMATION ON BUYING AND SELLING FUND SHARES

General Policies
- ----------------
The Fund reserves the right to:

- reject any purchase order when the Fund determines that it is not in
the best interest of the Fund or its shareholders to accept such
order.

- change the minimum investment amounts.

- cancel any purchase order and impose a $20 returned check fee if the
purchase check does not clear.

- reject checks drawn on banks outside the United States or endorsed
over by a third party. All investments must be made in U.S. dollars.

27
<PAGE> 30

DIVIDENDS, DISTRIBUTIONS AND TAXES

Type of Distribution Declared & Paid Federal Tax Status
========================================== ========================== ==========================
<S> <C> <C>
Dividends from Net Investment Income annually ordinary Income

Short-term Capital Gains annually ordinary income

Long-term Capital Gains annually capital gain
</TABLE>

28
<PAGE> 31

ADDITIONAL INFORMATION

For investors who want more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated by reference into this
prospectus.

You can get free copies of these reports and the SAI, request other information
and ask questions about the Fund by contacting:

Polynous Capital Management, Inc.
345 California Street
San Francisco, CA 94104
Telephone: 800-924-3863 or 415-956-3384
Internet address: www.polynous.com

You may also download a copy of these documents from the Edgar Database on the
SEC's Internet site for no charge at http://www.sec.gov.

The Fund's SEC File No. is 811-07649
29
<PAGE> 32

POLYNOUS GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

December 30, 1999

This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the separate Prospectuses describing Class A Shares and
Class D Shares of Polynous Growth Fund (the "Fund") dated December 30, 1999,
which are incorporated by reference herein. A copy of each Prospectus may be
obtained without charge from Polynous Capital Management, Inc. (the "Advisor")
at the address and telephone number below.

Underwriter: Advisor:
- ------------ --------

Polynous Securities, LLC Polynous Capital Management, Inc.
345 California Street, Suite 1220 345 California Street, Suite 1220
San Francisco, California 94104 San Francisco, CA 94104
(800) 924-3863 (800) 924-3863
(415) 956-3384 (415) 956-3384

No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information or in
the Prospectuses in connection with the offering made by the Prospectuses and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Fund or its Underwriter.

The Annual Report, which contains important financial information about the
Polynous Growth Fund, is incorporated by reference into this Statement of
Additional Information and is also available without charge at the above phone
numbers or addresses.

Page 1
<PAGE> 33

TABLE OF CONTENTS

Page

The Trust and the Fund........................................................3

Investment Policies...........................................................3
Equity Securities .........................................................3
Private Placements.........................................................3
Illiquid Securities........................................................3
Covered Call Options.......................................................4
U.S. Government Securities.................................................4
Repurchase Agreements......................................................4
Convertible Securities.....................................................5
Other Investments..........................................................5

Investment Restrictions.......................................................5

Management of the Trust.......................................................7
Trustees and Officers......................................................7
Control Persons and Principal Shareholders.................................9

Investment Advisory and Other Services........................................9
Investment Advisor.........................................................9
Transfer Agent............................................................10
Administrative Services Agent.............................................10
Accounting Services Agent.................................................10
Custodian and Custody Administrator.......................................11
Underwriter...............................................................11

Portfolio Transactions and Brokerage Commissions.............................12

Shares of Beneficial Interest................................................14

Purchase, Redemption and Pricing of Shares...................................14
Net Asset Value...........................................................15

Taxes........................................................................15

Performance Information......................................................16
In General................................................................16
Total Return Calculation..................................................17
Performance and Advertisements............................................18

Other Information............................................................18
Limitations on Trustees' Liability........................................18

Financial Statements.........................................................19

Page 2
<PAGE> 34

THE TRUST AND THE FUND

This Statement of Additional Information relates to Polynous Growth Fund (the
"Fund"), a separate series of Polynous Trust (the "Trust"), an open-end,
diversified management company established on April 10, 1996 under Delaware law
as a Delaware business trust. The Trust Instrument permits the Trust to offer
separate series of shares of beneficial interest. The Trust currently is
comprised of one series, which offers its shares through two separate classes:
Class A Shares and Class D Shares. The Class D shares are not currently publicly
offered.

INVESTMENT POLICIES AND TECHNIQUES

The following supplements the information contained in the Prospectuses for the
Fund regarding the permitted investments and risk factors and the investment
objective and policies of the Fund. Unless stated that a policy is fundamental,
all policies will be deemed non-fundamental (i.e., may be changed without
shareholder approval).

EQUITY SECURITIES: Equity securities in which the Fund may invest include common
stocks and preferred stocks.

PRIVATE PLACEMENTS: The Fund may invest up to 5% of its total assets, at the
time of investment, in securities which are subject to restrictions on resale
because they have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or which are otherwise not readily marketable.
(Securities eligible for resale pursuant to Rule 144A under the Securities Act,
and determined to be liquid pursuant to the procedures discussed in the
following paragraph, are not subject to the foregoing restriction). These
securities are generally referred to as private placements or restricted
securities. Limitations on the resale of such securities may have an adverse
effect on their marketability, and may prevent the Fund from disposing of them
promptly at reasonable prices. The Fund may have to bear the expense of
registering such securities for resale and the risk of substantial delays in
effecting such registration.

The Securities and Exchange Commission has adopted Rule 144A under the
Securities Act, which permits the Fund to sell restricted securities to
qualified institutional buyers without limitation. The Advisor, pursuant to
procedures adopted by the Trustees of the Fund, will make a determination as to
the liquidity of each restricted security purchased by the Fund. If a restricted
security is determined to be "liquid", such security will not be included within
the category "illiquid securities", which under current policy may not exceed
15% of the Fund's total net assets. The Fund's policy is to limit illiquid
securities (which include, but are not limited to, private placements) to a
maximum of 15% of total net assets. Repurchase agreements with maturities in
excess of seven days will be considered illiquid securities.

Illiquid Securities
- -------------------
The Board of Trustees has delegated the function of making day-to-day
determinations of liquidity to the Advisor pursuant to guidelines reviewed by
the Board of Trustees. The Advisor will monitor the liquidity of securities held
by the Fund, and report periodically on such determinations to the Board of
Trustees.

Page 3
<PAGE> 35

Covered Call Options
- --------------------
The Fund will write call options on equity securities only if they are
"covered." In the case of a call option on a security, the option is "covered"
if the Fund owns the security underlying the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or, if additional cash consideration is required, liquid assets, such as cash,
U.S. Government securities or other liquid high-grade debt obligations, in such
amount as are held in a segregated account by the Fund's custodian) upon
conversion or exchange of other securities held by the Fund. For a call option
on an index, the option is covered if the Fund maintains with its custodian a
diversified stock portfolio or liquid assets equal to the contract value. A call
option is also covered if the Fund holds a call on the same security or index as
the call written where the exercise price of the call held is (i) equal to or
less than the exercise price of the call written; or (ii) greater than the
exercise price of the call written provided the difference is maintained by the
Fund in liquid assets such as cash, U.S. Government securities and other
high-grade debt obligations in a segregated account with its custodian. The Fund
will write put options only if they are "secured" by liquid assets maintained in
a segregated account by the Fund's custodian in an amount not less than the
exercise price of the option at all times during the option period.

The Fund's obligation to sell a security subject to a covered call option
written by it, or to purchase a security subject to a secured put option written
by it, may be terminated prior to the expiration date of the option by the
Fund's execution of a closing purchase transaction, which is effected by
purchasing on an exchange an option of the same series as the previously written
option. Such a purchase does not result in the ownership of an option. A closing
purchase transaction will ordinarily be effected to realize a profit on an
outstanding option, to prevent an underlying security from being called, to
permit the sale of the underlying security or to permit the writing of a new
option containing different terms on such underlying security. The cost of such
a liquidation purchase plus transaction costs may be greater than the premium
received upon the original option, in which event the Fund will have incurred a
loss in the transaction. There is no assurance that a liquid secondary market
will exist for any particular option. An option writer, unable to effect a
closing purchase transaction, will not be able to sell the underlying security
(in the case of a covered call option) or liquidate the segregated account (in
the case of a secured put option) until the option expires or the optioned
security is delivered upon exercise with the result that the writer in such
circumstances will be subject to the risk of market decline or appreciation in
the security during such period.

U.S. Government Securities
- --------------------------
The Fund may invest in securities issued by the U.S. Government. Such securities
are backed by the full faith and credit of the U.S. Government.

Repurchase Agreements
- ---------------------
Although the Fund has no current intention of employing repurchase agreements in
its investment program, it may in the future choose to do so and such change
will be noted in the Prospectus. The financial institutions with which the Fund
may enter into repurchase agreements are banks and non-bank dealers of U.S.
Government securities that are listed on the Federal Reserve Bank of New York's
list of reporting dealers and banks, if such banks and non-bank dealers are
deemed creditworthy by the Advisor. The Advisor will continue to monitor the
creditworthiness of the seller under a repurchase agreement, and will require
the seller to maintain during the term of the agreement the value of the
securities subject to the agreement at not less than the repurchase price. The
Fund will only enter into a repurchase agreement where

Page 4

32
<PAGE> 36

the market value of the underlying security, including interest accrued, will at
all times be equal to or exceed the value of the repurchase agreement.

Convertible Securities
- ----------------------
The Fund may invest in convertible securities. Common stock occupies the most
junior position in a company's capital structure. Convertible securities entitle
the holder to exchange such securities for a specified number of shares of
common stock, usually of the same company, at specified prices within a certain
period of time, and to receive interest or dividends until the holder elects to
convert. The provisions of any convertible security determine its ranking in a
company's capital structure. In the case of subordinated convertible debentures,
the holder's claims on assets and earnings are subordinated to the claims of
other creditors, and are senior to the claims of preferred and common
shareholders. In the case of preferred stock and convertible preferred stock,
the holder's claims on assets and earnings are subordinated to the claims of all
creditors but are senior to the claims of common shareholders.

To the extent that a convertible security's investment value is greater than its
conversion value, its price will be primarily a reflection of such investment
value, and its price will be likely to increase when interest rates fall and
decrease when interest rates rise, as is the case with a fixed-income security.
If the conversion value exceeds the investment value, the price of the
convertible security will rise above its investment value and, in addition, may
sell at some premium over its conversion value. At such times, the price of the
convertible security will tend to fluctuate directly with the price of the
underlying equity security.

Other Investments
- -----------------
Subject to prior disclosure to shareholders, the Board of Trustees may, in the
future, authorize the Fund to invest in securities other than those listed here
and in the Prospectuses, provided that such investment would be consistent with
the Fund's investment objective, and that it would not violate any fundamental
investment policies or restrictions applicable to the Fund.

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental restrictions and may
not be changed without the approval of a majority of the outstanding voting
shares (as defined in the Investment Company Act of 1940, as amended) of the
Fund. Unless otherwise indicated, all percentage limitations listed below apply
only at the time of the transaction. If a percentage restriction is adhered to
at the time of investment, a later increase or decrease in the percentage which
results from a relative change in values or from a change in the Fund's total
assets will not be considered a violation.

Except as set forth under "INVESTMENT OBJECTIVE","INVESTMENT POLICIES AND
STRATEGIES" and "RISK FACTORS" in the Prospectus, the Fund may not:

1. purchase securities of any one issuer if, as a result, more than 5% of
the Fund's total assets would be invested in securities of that issuer
or the Fund would own or hold more than 10% of the outstanding voting
securities of that issuer, except that up to 25% of the Fund's total
assets may be invested without regard to this limitation, and except
that this limit does not apply to securities issued or guaranteed by
the U.S. government, its agencies and instrumentalities or to
securities issued by other investment companies;

Page 5
<PAGE> 37

2. purchase any security if, as a result of that purchase, 25% or more of
the Fund's total assets would be invested in securities of issuers
having their principal business activities in the same industry, except
that this limitation does not apply to securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities;

3. issue senior securities or borrow money, except as permitted under the
1940 Act and then not in excess of 33% of the Fund's total assets
(including the amount of the senior securities issued but reduced by
any liabilities not constituting senior securities) at the time of the
issuance or borrowing, except that the Fund may borrow up to an
additional 5% of its total assets (not including the amount borrowed)
for temporary or emergency purposes. The Fund will not purchase
securities when borrowings exceed 5% of its total assets;

4. make loans, except if collateral values are continuously maintained at
no less than 100% by "marking to market" daily and through loans of
securities or through repurchase agreements, provided that, for
purposes of this restriction, the acquisition of bonds, debentures,
other debt securities or instruments, or participations or other
interest therein and investments in government obligations, commercial
paper, certificates of deposit, bankers' acceptances or similar
instruments will not be considered the making of a loan;

5. engage in the business of underwriting the securities of others, except
to the extent that the Fund might be considered an underwriter under
the Federal securities laws in connection with its disposition of
securities;

6. purchase or sell real property, including real estate limited
partnership interests, except that investments in securities of issuers
that invest in real estate or other instruments supported by interests
in real estate are not subject to this limitation, and except that the
Fund may exercise rights under agreements relating to such securities,
including the right to enforce security interests to hold real estate
acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner; or

7. purchase or sell physical commodities unless acquired as a result of
owning securities or other instruments, but the Fund may purchase, sell
or enter into financial options and futures, forward and spot currency
contracts, other financial contracts or derivative instruments;

The following investment limitations are not fundamental and may be changed
without shareholder approval:

(i) The Fund does not currently intend to engage in short sales of
securities or maintain a short position, except that the Fund may (a)
sell short ("against the box") and (b) maintain short positions in
connection with its use of financial options and futures, forward and
spot currency contracts, swap transactions and other financial
contracts or derivative instruments.

(ii) The Fund does not currently intend to purchase securities on margin,
except for short-term credit necessary for clearance of portfolio
transactions and except that the Fund may make margin deposits in
connection with its use of financial options and futures, forward and
spot currency contracts, swap transactions and other financial
contracts or derivative instruments.

Page 6

<PAGE> 38

(iii) The Fund does not currently intend to purchase securities of other
investment companies except as permitted by the 1940 Act and the rules
and regulations thereunder.

(iv) The Fund does not currently intend to invest in companies for the
purpose of exercising control or management.

(v) The Fund does not currently intend to invest in oil, gas or mineral
exploration or development programs or leases, except that investment
in securities of issuers that invest in such programs or leases and
investments in asset-backed securities supported by receivables
generated by such programs or leases are not subject to this
prohibition.

(vi) The Fund does not currently intend to invest more than 5% of its net
assets in warrants, including within that amount no more than 2% in
warrants which are not listed on the New York or American Stock
Exchanges, except warrants acquired as a result of its holdings of
common stocks.

Defensive Investing
- -------------------
The Fund may occasionally take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies when the Advisor
deems it necessary to respond to adverse economic, political or other
conditions. At such time, the Fund may invest temporarily and without limitation
in U. S. government obligations, money market instruments and repurchase
agreements. When the Fund takes a temporary investment position, it may not
achieve its investment goals.

MANAGEMENT OF THE TRUST

Polynous Growth Fund has a Board of Trustees that establishes the Fund's
policies and supervises and reviews the management of the Fund. The officers of
the Fund and the Advisor administer the day-to-day operations of the Fund
pursuant to the terms of the Investment Advisory Agreement with the Fund.

Information pertaining to the Trustees and executive officers of the Fund is set
forth below.
<TABLE>
<CAPTION>

Name and Address Age Position with Trust Principal Occupation(s) During Past 5 Years
- ---------------- --- ------------------- -------------------------------------------
<S> <C> <C> <C>
Kevin L. Wenck* 43 President and President and founder of Polynous Capital Management,
345 California Street Treasurer Inc.; formerly portfolio manager for G. T. Capital
Suite 1220 Management from July 1991 through April 1996. Mr.
San Francisco, CA 94104 Wenck's experience includes the management of mid-cap
and small-cap growth stock portfolios including G.T.
Global: America Growth Fund. Mr. Wenck also managed
small-cap growth stock portfolios for Matuschka & Co.
Mr. Wenck was awarded an M.B.A degree in 1985 from Amos
Tuck School of Business at Dartmouth College and was
awarded his Chartered Financial Analyst designation in
1986.
</TABLE>

Page 7
<PAGE> 39
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Ronald H. Kase 41 Trustee General Partner of New Enterprise Associates, a venture
2490 Sand Hill Rd capital firm located in Menlo Park, California from
Menlo Park, CA 94025 1995 through present. Prior thereto, Mr. Kase held the
positions of Associate and Partner with this firm,
beginning in 1991.

Richard H. Kimball 42 Trustee General Partner of Technology Crossover Ventures, a
575 High St. venture capital firm located in San Francisco,
Suite 400 California from January 1995 to present. Mr. Kimball
Palo Alto, CA 94301 held the positions of Associate, Limited Partner and
Managing Director of
Montgomery
Securities, a stock
brokerage firm, from
September 1984 to
January 1995.

<FN>
* This person is considered an "Interested Person" of the Trust as defined under
the 1940 Act.
<CAPTION>

COMPENSATION TABLE
TRUSTEES AND OFFICERS

Aggregate Compensation From Total Compensation from
Trust for Fiscal Year Ended Trust and Fund Complex
Name of Trustee July 31, 1999 Paid to Trustees
- --------------- --------------------------- ----------------
1

<S> <C> <C>
Kevin L. Wenck $ 0 $ 0
President, Treasurer
and Trustee

Ronald H. Kase $2,000 $2,000
Trustee

Richard H. Kimball $2,000 $2,000
Trustee
</TABLE>

Page 8

36
<PAGE> 40

1 This amount represents the estimated aggregate amount of compensation paid to
the Trustees for service on the Board of Trustees for the calendar year ending
December 31, 1999.

No officer or Trustee of the Trust who is also an officer or employee of the
Advisor receives any compensation from the Trust for services to the Trust. The
Trust pays each Trustee who is not affiliated with the Advisor a fee of $500 for
attendance at Board Meetings and reimburses each Trustee and officer for
out-of-pocket expenses in connection with travel and attendance at such
meetings.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of September 9, 1999, beneficial ownership in the Fund by the Trustees and
officers as a group was approximately 1.3%.

As of September 9, 1999, no shareholders owned of record or beneficially more
than 5% of the outstanding shares of the Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisor
- ------------------
The Fund has entered into an investment advisory agreement (the "Advisory
Agreement") with Polynous Capital Management, Inc. (the "Advisor"), 345
California Street, Suite 1220, San Francisco, California 94104. For providing
investment advisory services, the Fund pays Polynous Capital Management a
monthly fee at the annual rate of 1.00% based on the Fund's average daily net
assets before any fee waiver. The Advisor has voluntarily undertaken to reduce
some or all of its management fee and to reimburse expenses to keep total annual
operating expenses at or below 1.90% for Class A shares and 2.00% for Class D
shares. Such fee waivers and expense reimbursements may be terminated at any
time at the discretion of the Advisor upon 60 days notice. Any fee reductions or
expense reimbursements made by the Advisor are subject to reimbursement by the
Fund within the following three years, provided the Fund is able to make such
reimbursement and remain in compliance with applicable expense limitations.

The Advisor is 87% owned by Kevin L. Wenck, therefore Mr. Wenck may be deemed to
be a "control person" of the Advisor. Mr. Wenck currently serves as the
President of the Fund.

Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of the Advisory Agreement, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder.

The Advisory Agreement is terminable with respect to the Fund by vote of the
Board of Trustees or by the holders of a majority of the outstanding voting
securities of the Fund, at any time without penalty, on 60 days' written notice
to the Advisor. The Advisor may also terminate its advisory relationship with
respect to a Fund on 60 days' written notice to the Fund. The Advisory Agreement
terminates automatically in the event of its assignment.

For the fiscal years ended July 31, 1999, 1998 and 1997, the Advisor was paid
advisory fees after expense reimbursements and fee waivers as follows:

Page 9

Year Ended Year Ended Year Ended July 31,
July 31, 1999 July 31, 1998 1997
- --------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C> <C>
$93,850 $221,370 $40,001
</TABLE>

Expenses that relate to a particular class of shares will be borne directly by
that class.

For the fiscal years ended July 31, 1999, 1998 and 1997, the Advisor reimbursed
the Fund for certain recoverable expenses as follows:
<TABLE>
<CAPTION>

Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
July 31, 1999 July 31, 1998 July 31, 1997
- --------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C> <C>
$100,122 $56,877 $107,880
</TABLE>

TRANSFER AGENT. PFPC Inc. ("PFPC"), a wholly-owned subsidiary of PNC Bank Corp.,
which has its principal business address at 400 Bellvue Parkway, Wilmington, DE
19809, provides transfer agency and dividend disbursing agent services for the
Fund. As part of these services, PFPC maintains records pertaining to the sale
and redemption of Fund shares and will distribute the Fund's cash dividends to
shareholders.

ADMINISTRATIVE SERVICES AGENT. PFPC also serves as the administrator for the
Fund. These services include the day-to-day administration of matters necessary
for the Fund's operations, maintenance of records and books, preparation of
reports, and compliance monitoring. For providing administrative services to the
Fund, PFPC receives from the Fund a basic fee, computed daily and paid monthly,
at the annual rate of 0.15% of the first $50 million of average daily net assets
of the Fund, 0.10% of the next $50 million of average daily net assets, and
0.05% of average daily net assets over $100 million (with a minimum annual fee
of $55,000).

The Fund paid the following administration fees for the past three years:
<TABLE>
<CAPTION>

Fiscal Year 1999 Fiscal Year 1998 Fiscal Year 1997
- --------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C> <C>
$47,584 $64,028 $54,008
</TABLE>

ACCOUNTING SERVICES AGENT. PFPC also serves as the accounting services agent
for the Fund and maintains the accounting books and records of the Fund,
calculates the Fund's net asset value in accordance with the provisions of the
Fund's current Prospectus and prepares various government reports, tax returns,
and proxy materials for Fund approval and use. For providing accounting services
to the Fund, PFPC receives from the Fund an annual fee, computed daily and paid
monthly, based on a minimum of $24,000 for the first $20 million of average
daily net assets per portfolio, 0.0004 of combined assets on the next $30
million, 0.0003 on the next $50 million, and 0.0001 over $100 million. In
addition, the Fund pays $7,500 per additional class.

Page 10
<PAGE> 42

CUSTODIAN AND CUSTODY ADMINISTRATOR. The Bank of New York, 48 Wall Street, New
York, New York 10286, is custodian of the Fund's assets pursuant to a custodian
agreement. Under the custodian agreement, The Bank of New York (i) maintains a
separate account or accounts in the name of the Fund (ii) holds and transfers
portfolio securities on account of the Fund, (iii) accepts receipts and make
disbursements of money on behalf of the Fund, (iv) collects and receives all
income and other payments and distributions on account of the Fund's securities
and (v) makes periodic reports to the Trustees concerning the Fund's operations.
Investor Services Group will act as custody administrator and has agreed to pay
the fees and expenses of the custodian. For those services, Investor Services
Group receives an annual fee of .0002 on the first $50 million of average net
assets; .00015 on the next $150 million of average net assets; and .000125 over
$200 million of average net assets with a minimum of $500 per portfolio per
month. Certain transaction fees and out-of-pocket expenses may also be charged.

UNDERWRITER
Polynous Securities, LLC, 345 California Street, Suite 1220, San Francisco,
California 94104 will serve as statutory underwriter (the "Underwriter"). The
Underwriter is considered an affiliated company, as defined in the Investment
Company Act of 1940, as amended, of the Advisor because both are deemed to be
under the common control of Kevin Wenck due to his ownership interest in each
company. The Underwriter serves the limited purpose of facilitating the
registration of shares of the Fund under state securities laws and assisting in
the sale of shares.

DISTRIBUTION PLAN
Class A Shares and Class D Shares of the Fund are subject to separate
distribution plans (the "Distribution Plans") pursuant to Rule 12b-1 under the
1940 Act. As provided in the Distribution Plan for Class A Shares, the Fund will
pay an annual fee of 0.25% of the Fund's average daily net assets attributable
to Class A Shares to reimburse the Underwriter for expenses in distributing
shares and promoting sales of the Fund. As provided in the Distribution Plan for
Class D Shares, the Fund will pay an annual fee of 0.35% of the Fund's average
daily net assets attributable to Class D Shares to reimburse the Underwriter for
expenses incurred in distributing shares and promoting sales of the Fund. From
this amount, the Underwriter may make payments to financial institutions and
intermediaries such as banks, savings and loan associations, insurance
companies, investment counselors and broker-dealers as compensation for
services, reimbursement of expenses incurred in connection with distribution
assistance or provision of shareholder services. First Data Distributors Inc.,
underwriter until December 31, 1998, and Polynous Securities, LLC, underwriter
since January 1, 1999, were reimbursed $47,295 during the fiscal year ended July
31, 1999 pursuant to the Distribution Plan for Class A Shares. The following
costs are associated with this reimbursement: printing costs $1,555,
compensation to dealers $45,481, and $259 miscellaneous marketing costs. The
Fund intends to operate the Distribution Plans in accordance with their terms
and pursuant to the rules of the National Association of Securities Dealers,
Inc. concerning sales charges. Pursuant to such rules, the distributor is
required to limit aggregate initial sales charges and asset-based sales charges
to 6.25% of total gross sales of each class of shares.

The Distribution Plans will continue in effect from year to year, provided that
each such continuance is approved at least annually by a vote of the Board of
Trustees, including a majority vote of the Trustees, cast in person at a meeting
called for the purpose of voting on such continuance. The Distribution Plans may
be terminated at any time, without penalty, by vote of a majority of the
independent Trustees or by vote of the holders of a majority of the outstanding
shares of the applicable class on not more than 60 days', nor less than 30 days'
written notice to

Page 11
<PAGE> 43

any other party to the Plans. The Plans may not be amended to increase
materially the amounts to be spent for the services described herein without
approval by the shareholders of the applicable class, and all material
amendments are required to be approved by the Board of Trustees. Each Plan will
automatically terminate in the event of its assignment. Pursuant to each Plan,
the Board of Trustees will review at least quarterly a written report of the
distribution expenses incurred on behalf of each class of shares of the Fund.
The report will include an itemization of the distribution expenses and the
purpose of such expenditures.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

In all purchases and sales of securities for the Fund, the primary consideration
is to obtain the most favorable price (including the applicable dealer spread)
and execution available. The Advisor determines which securities are to be
purchased and sold by the Fund and which broker-dealers are eligible to execute
the Fund's portfolio transactions, subject to the policies of, and review by,
the Fund's Board of Trustees. Purchases and sales of securities other than on a
securities exchange will generally be executed directly with a "market-maker"
unless, in the opinion of the Advisor, a better price and execution can
otherwise by obtained by using a broker for the transaction.

Purchases of portfolio securities for the Fund also may be made directly from
issuers or from underwriters. Where possible, purchase and sale transactions
will be effected through dealers that specialize in the types of securities
which the Fund will be holding, unless better executions are available
elsewhere. Dealers and underwriters usually act as principals for their own
account. Purchases from underwriters will include a concession paid by the
issuer to the underwriter and purchases from dealers will include the spread
between the bid and the asked price. If the execution and price offered by more
than one dealer or underwriter are comparable, the order may be allocated to a
dealer or underwriter that has provided research or other services as discussed
below.

In placing portfolio transactions, the Advisor will seek to choose a
broker-dealer capable of providing the services necessary generally to obtain
the most favorable price and execution available. The full range and quality of
services available will be considered in making these determinations, such as
the firm's ability to execute trades in a specific market required by the Fund,
the size of the order, the difficulty of execution, the operational facilities
of the firm involved, the firm's risk in positioning a block of securities, and
other factors.

Provided the Advisor is satisfied that the Fund is receiving the most favorable
price and execution available, the Advisor may also consider the sale of the
Fund's shares as a factor in the selection of broker-dealers to execute their
portfolio transactions. The placement of portfolio transactions with
broker-dealers who sell shares of the Fund is subject to rules adopted by the
National Association of Securities Dealers, Inc.

While the Fund's general policy is to seek first to obtain the most favorable
price and execution available, in selecting a broker-dealer to execute portfolio
transactions, weight may also be given to the ability of a broker-dealer to
furnish brokerage, research and statistical services to the Fund or to the
Advisor, even if the specific services were not imputed just to the Fund and may
be lawfully and appropriately used by the Advisor in advising its other clients.
The Advisor considers such information, which is in addition to, and not in lieu
of , the services required to be performed by it under the Investment Advisory
Agreement, to be useful in varying degrees, but of indeterminable value. In
negotiating any commissions with a broker or evaluating the spread

Page 12
<PAGE> 44

to be paid to a dealer, the Fund may therefore pay a higher commission or spread
than would be the case if no weight were given to the furnishing of these
supplemental services, provided that the amount of such commission or spread has
been determined in good faith by the Advisor to be reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer,
which services either produce a direct benefit to the Fund or assist the Advisor
in carrying out its responsibilities to the Fund and other clients to which the
Advisor provides discretionary advisory services. The Fund's Board reviews all
brokerage allocations where services other than best price and execution
capabilities are a factor to ensure that the other services provided meet the
criteria outlined above.

Investment decisions for the Fund are made independently from those of other
client accounts of the Advisor. Nevertheless, it is possible that at times the
same securities will be acceptable for the Fund and for one or more of such
client accounts. The Advisor and its personnel may have interests in one or more
of those client accounts, either through direct investment or because of
management fees based on gains in the account. The Advisor has adopted
allocation procedures to ensure the fair allocation of securities and prices
between the Fund and the Advisor's various other accounts.

To the extent any of the Advisor's client accounts and the Fund seek to acquire
the same security at the same general time (especially if that security is
thinly-traded or is a small-cap stock), the Fund may not be able to acquire as
large a portion of such security as it desires, or it may have to pay a higher
price or obtain a lower yield for such security. Similarly, the Fund may not be
able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time. If one or more of such client
accounts simultaneously purchases or sells the same security that the Fund is
purchasing or selling, each day's transactions in such security generally will
be allocated between the Fund and all such client accounts in a manner deemed
equitable by the Advisor, taking into account the respective sizes of the
accounts, the amount being purchased or sold and other factors deemed relevant
by the Advisor. In many cases, the Fund's transactions are bunched with the
transactions for other client accounts. It is recognized that in some cases this
system could have a detrimental effect on the price or value of the security
insofar as the Fund is concerned. In other cases, however, it is believed that
the ability of the Fund to participate in volume transactions may produce better
executions for the Fund.

For the fiscal years ended July 31, 1997, July 31, 1998 and July 31, 1999, the
Fund paid total brokerage commissions of $352,410, $61,104, and $47,720
respectively.

During its fiscal year ended July 31, 1999, and as described above, the Advisor
directed the Fund's brokerage in the following amounts to the following brokers
in return for research products or services provided by such brokers to the
Advisor:

<TABLE>
<CAPTION>
Name of Broker Transaction Amount Amount of Commissions
- -------------- ------------------ ---------------------

<S> <C> <C>
Standard & Poor's Securities 207967 shares * $12,478

PaineWebber Inc. 48,400 shares * $2,904

William O'Neil 48,600 shares * $2,916

Bear Stearns & Co. 81,400 shares * $4,884
</TABLE>

* All transactions were effected for a flat commission rate of $0.06 per share.

Page 13
<PAGE> 45

SHARES OF BENEFICIAL INTEREST

Each share of the Fund represents an equal proportionate interest in the assets
belonging to the Fund. When issued, shares are fully paid and non-assessable. In
the event of liquidation of the Fund, shareholders are entitled to share pro
rata in the net assets of the Fund available for distribution to such
shareholders. Shares of the Fund are freely transferable and have no preemptive,
subscription or conversion rights.

In accordance with the provisions of the Trust Instrument, the Trustees have
initially determined that shares entitle their holders to one vote per share on
any matter on which such shares are entitled to vote. The Trustees may determine
in the future, without the vote or consent of shareholders, that each dollar of
net asset value (number of shares owned times net asset value per share) will be
entitled to one vote on any matter on which such shares are entitled to vote.

Unless otherwise required by the 1940 Act or the Trust Instrument, the Fund has
no intention of holding annual meetings of shareholders. Shareholders may remove
a Trustee by the affirmative vote of at least two-thirds of the Trust's
outstanding shares. At any time that less than a majority of the Trustees
holding office were elected by the shareholders, the Trustees will call a
special meeting of shareholders for the purpose of electing Trustees.

Under Delaware law, shareholders of a Delaware business trust are protected from
liability for acts or obligations of the Trust to the same extent as
shareholders of a private, for-profit Delaware corporation. In addition, the
Trust Instrument expressly provides that the Trust has been organized under
Delaware law and that the Trust Instrument will be governed by Delaware law. It
is possible that the Trust might become a party to an action in another state
whose courts refused to apply Delaware law, in which case the Trust's
shareholders could be subject to personal liability. The Trust Instrument
provides for the indemnification of any shareholders held personally liable for
any obligations of the Trust or a Fund.

PURCHASE, REDEMPTION AND PRICING OF SHARES

The following supplements the information contained in the Prospectuses for the
Fund regarding the purchase, redemption and pricing of Fund shares.

PURCHASE OF SHARES

Shares of the Polynous Growth Fund are offered in both Class A shares and Class
D shares. Class A shares have a maximum front end sales charge of 4.50% and are
subject to a 0.25% Rule 12b-1 distribution fee. Class D shares have no front end
sales load, but are subject to a 0.35% Rule 12b-1 distribution fee. Class D
shares are not currently available for purchase.

LETTER OF INTENT (CLASS A SHARES)

An investor may qualify for a reduced sales charge immediately by signing a
non-binding Letter of Intent stating the investor's intention to invest during
the next 13 months a specified amount which, if made at one time, would qualify
for a reduced sales charge. The first investment cannot be made more than 90
days prior to the date of the Letter of Intent. Any redemptions made during the
13-month period will be subtracted from the amount of purchases in determining
whether the Letter of Intent has been completed. During the term of the Letter
of Intent, the transfer agent will hold shares representing 4.50% of the
indicated amount in escrow for payment of a higher sales load if the full amount
indicated in the Letter of Intent is not purchased. The escrowed shares will be
released when the full amount indicated has been purchased. If the full amount
indicated is not purchased within the 13-month period, a

Page 14
<PAGE> 46

shareholder's escrowed shares will be redeemed in an amount equal to the
difference in the dollar amount of sales charge actually paid and the amount of
sales charge the shareholder would have had to pay on his or her aggregate
purchases if the total of such purchases had been made at a single time. It is
the shareholder's responsibility to notify the transfer agent at the time the
Letter of Intent is submitted that there are prior purchases that may apply.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts of their minor children, or (iii) a fiduciary purchasing for
any one trust, estate or fiduciary account, including employee benefit plans
created under Sections 401 and 457 of the Internal Revenue Code of 1986, as
amended, including related plans of the same employer.

NET ASSET VALUE

The net asset value per share is calculated separately for Class A Shares and
Class D Shares of the Fund. The net asset value per share is computed by
dividing the value of the assets of the Fund, less its liabilities, by the
number of shares of the respective class of shares outstanding.

Each class of the Fund will bear pro rata all of the common expenses of the
Fund. The net asset value of all outstanding shares of each class will be
computed on a pro rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value of shares of
the class. All income earned and expenses incurred by the Fund will be borne on
a pro rata basis by each outstanding share of a class, based on each class'
percentage in the Fund represented by the value of such shares of such classes.

Portfolio securities are valued and net asset value per share is determined as
of the close of regular trading on the New York Stock Exchange ("NYSE") which
currently is 4:00 p.m. (Eastern Time), on each day the NYSE is open for trading.
The NYSE is open for trading every day except Saturdays, Sundays and the
following holidays: New Year's Day, Martin Luther King, Jr., Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day.

TAXES

The following is only a summary of certain federal tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus, and is not intended as a substitute for careful tax planning.
Shareholders are urged to consult their tax advisors with specific reference to
their own tax situations, including their state and local tax liabilities.
Foreign investors should consult their tax advisors concerning the tax
consequences of ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% U.S. withholding tax.

Federal Income Tax
- ------------------

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

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" ("RIC") as defined under Subchapter M of the Code. By
following such a policy, the Fund

Page 15
<PAGE> 47

expects to eliminate or reduce to a nominal amount the federal income taxes to
which it may be subject. In order to qualify for treatment as a RIC under the
Code, the Fund generally must distribute annually to its shareholders at least
90% of its investment company taxable income (generally, net investment income
plus net short-term capital gain) (the "Distribution Requirement") and also must
meet several additional requirements. Among these requirements are the
following: (i) at least 90% of the Fund's gross income each taxable year must be
derived from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stock or securities or certain other
income; (ii) at the close of each quarter of the Fund's taxable year, at least
50% of the value of its total assets must be represented by cash and cash items,
U.S. Government securities, securities of other RICs and other securities, with
such other securities limited, in respect to any one issuer, to an amount that
does not exceed 5% of the value of the Fund's assets and that does not represent
more than 10% of the outstanding voting securities of such issuer and (iv) at
the close of each quarter of the Fund's taxable year, not more than 25% of the
value of its assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer or of two or more
issuers which the Fund controls and which are engaged in the same, similar or
related trades or businesses. Notwithstanding the Distribution Requirement
described above, which requires only that the Fund distribute at least 90% of
its annual investment company taxable income and does not require any minimum
distribution of net capital gain (the excess of net long-term capital gain over
net short-term capital loss), the Fund will be subject to a nondeductible 4%
federal excise tax to the extent that it fails to distribute by the end of any
calendar year 98% of its ordinary income for that year and 98% of its capital
gain net income (the excess of short- and long-term capital gains over short-
and long-term capital losses) for the one-year period ending on October 31 of
that year, plus certain other amounts. The Fund intends to make sufficient
distributions of its ordinary income and capital gain net income prior to the
end of each calendar year to avoid liability for federal excise tax.

Any gain or loss recognized on a sale, redemption or exchange of shares of the
Fund by a non-exempt shareholder who is not a dealer in securities generally
will be treated as a long-term capital gain or loss if the shares have been held
for more than twelve months and otherwise generally will be treated as a
short-term capital gain or loss. If shares of the Fund on which a net capital
gain distribution has been received are subsequently sold, redeemed or exchanged
and such shares have been held for six months or less, any loss recognized will
be treated as a long-term capital loss to the extent of the long-term capital
gain distribution.

In certain cases, the Fund will be required to withhold, and remit to the U.S.
Treasury, 31% of any distributions paid to a shareholder who (1) has failed to
provide a correct taxpayer identification number, (2) is subject to backup
withholding by the Internal Revenue Service or (3) has not certified to the Fund
that such shareholder is not subject to backup withholding.

If the Fund fails to qualify as a RIC for any taxable year, it will be subject
to tax on its taxable income at regular corporate rates. In such an event, all
distributions from the Fund generally would be eligible for the corporate
dividend received deduction for corporate shareholders.

PERFORMANCE INFORMATION

In General
- ----------

From time to time, the Fund may include general comparative information, such as
statistical data regarding inflation, securities indices or the features or
performance of alternative investments, in advertisements, sales literature and
reports to shareholders. The Fund may also

Page 16
<PAGE> 48

include calculations, such as hypothetical compounding examples or tax-free
compounding examples, which describe hypothetical investment results in such
communications. Such performance examples will be based on an express set of
assumptions and are not indicative of the performance of the Fund.

From time to time, the yield and total return of the Fund may be quoted in
advertisements, shareholder reports or other communications to shareholders.

Performance information will be calculated separately for Class A Shares and
Class D Shares of the Fund and will vary due to the effect of expense ratios on
the performance calculations.

Total Return Calculation
- ------------------------

The Fund computes average annual total return by determining the average annual
compounded rate of return during specified periods that equate the initial
amount invested to the ending redeemable value of such investment. This is done
by dividing the ending redeemable value of a hypothetical $1,000 initial payment
by $1,000 and raising the quotient to a power equal to one divided by the number
of years (or fractional portion thereof) covered by the computation and
subtracting one from the result. This calculation can be expressed as follows:

ERV = P (1 + T) to the nth power

Where:

ERV = ending redeemable value at the end of the period covered by the
computation of a hypothetical $1,000 payment made at the beginning of
the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms of years.

T = average annual total return.

The Fund computes the aggregate total return by determining the aggregate
compounded rate of return during specified period that likewise equate the
initial amount invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:

Aggregate Total Return = [ ERV - 1 ]
-----------
P

Where:

ERV = ending redeemable value at the end of the period covered by
the computation of a hypothetical $1,000 payment made at the
beginning of the period.

P = hypothetical initial payment of $1,000.

The calculations of average annual total return and aggregate total return
assume the reinvestment of all dividends and capital gain distributions on the
reinvestment dates during the period. The ending redeemable value (the variable
"ERV" in each formula) is determined by

Page 17
<PAGE> 49

assuming complete redemption of the hypothetical investment and the deduction of
all nonrecurring charges at the end of the period covered by the computations.

Since performance will fluctuate, performance data for the Fund should not be
used to compare an investment in the Fund's shares with bank deposits, savings
accounts and similar investment alternatives which often provide an agreed-upon
or guaranteed fixed yield for a stated period of time. Shareholders should
remember that performance is generally a function of the kind and quality of the
instruments held in a portfolio, portfolio maturity, operating expenses and
market conditions. Based on the foregoing calculations, the average annual total
return for the Fund for the fiscal year ended July 31, 1999 was -12.46 %.

Performance and Advertisements
- ------------------------------

From time to time, in marketing and other fund literature, the Fund's
performance may be compared to the performance of other mutual funds in general
or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper Analytical Services, Inc. ("Lipper"), a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives and assets, may be cited. Lipper performance figures are
based on changes in net asset value, with all income and capital gains dividends
reinvested. Such calculations do not include the effect of any sales charges
imposed by other funds. The Fund will be compared to Lipper's appropriate fund
category, that is, by fund objective and portfolio holdings. The Fund's
performance may also be compared to the average performance of its Lipper
category.

The Fund's performance may also be compared to the performance of other mutual
funds by Morningstar, Inc. ("Morningstar") which ranks funds on the basis of
historical risk and total return. Morningstar's rankings range from five stars
(highest) to one star (lowest) and represent Morningstar's assessment of the
historical risk level and total return of a fund as a weighted average for
three, five and ten year periods. Ranks are not absolute or necessarily
predictive of future performance.

In assessing such comparisons of yield, return or volatility, an investor should
keep in mind that the composition of the investments in the reported indices and
averages is not identical to those of the Fund, that the averages are generally
unmanaged, and that the items included in the calculations of such averages may
not be identical to the formula used by the Fund to calculate its figures.

OTHER INFORMATION

Limitation of Trustees' Liability
- ---------------------------------

The Trust Instrument provides that a Trustee shall be liable only for his own
willful defaults and, if reasonable care has been exercised in the selection of
officers, agents, employees or investment advisors, shall not be liable for any
neglect or wrongdoing of any such person. The Trust Instrument also provides
that the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with actual or threatened litigation in which
they may be involved because of their offices with the Trust unless it is
determined in the manner provided in the Trust Instrument that they have not
acted in good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, the Trust Instrument shall protect or indemnify
a Trustee against any liability for his willful misfeasance, bad faith, gross
negligence or reckless disregard of his duties.

Page 18
<PAGE> 50

Legal Counsel
- -------------

The validity of the shares of beneficial interest offered hereby has been passed
on by Paul, Hastings, Janofsky and Walker LLP, 345 California Street, San
Francisco, California 94104.

FINANCIAL STATEMENTS

The Prospectus and this Statement of Additional Information do not contain all
the information included in the Registration Statement filed with the U.S.
Securities and Exchange Commission under the Securities Act with respect to the
securities offered by the Prospectus. Certain portions of the Registration
Statement have been omitted from the Prospectus and this Statement of Additional
Information pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission. The Registration Statement including the exhibits filed
therewith may be examined at the office of the U.S. Securities and Exchange
Commission in Washington, D.C.

Statements contained in the Prospectus or this Statement of Additional
Information as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
forms a part. Each such statement is qualified in all respects by such
reference.

REPORTS TO SHAREHOLDERS. Shareholders will receive unaudited semi-annual reports
describing the Fund's investment operations and annual financial statements
audited by independent certified public accountants. Inquiries regarding
Polynous Growth Fund may be directed to the Advisor at (800) 924-3863.

AUDITED FINANCIAL STATEMENTS. Polynous Growth Fund's audited financial
statements, including the notes thereto, dated as of July 31, 1999, which have
been audited by Deloitte & Touche LLP, are incorporated herein by reference from
the Fund's 1999 Annual Report to Shareholders.

Page 19
<PAGE> 51

POLYNOUS TRUST

PART C - OTHER INFORMATION

Item 23. Exhibits:
---------

(a) Trust Instrument -- Incorporated herein by reference to
Exhibit No. (1) to the Trust's Registration
Statement No. 333- 04983 filed June 3, 1996.

(b) By-Laws -- Incorporated herein by reference to
Exhibit No. (1) to the Trust's Registration
Statement No. 333- 04983 filed June 3, 1996.

(d) Investment Advisory Contract -- Investment Advisory Agreement
between Polynous Capital Management, Inc. and Polynous Trust
is incorporated herein by reference to Exhibit No. (5) of the
Trust's Pre-Effective Amendment No. 1 to Registration
Statement No. 333-04983 filed July 24, 1996.

(e) Underwriting Agreement between Registrant and Polynous
Securities, LLC --- filed herewith.

(f) Bonus or Profit Sharing Contracts -- None.

(g) Custodian Agreement -- Custody Agreement between The Bank of
New York and Polynous Trust is incorporated herein by
reference to Exhibit No. (8)(a) of the Trust's Pre-effective
Amendment No. 1 to registration Statement No. 333-04983 filed
July 24, 1996.

(h) Other Material Contracts
a. Services Agreement between Registrant and First Data
Investor Services Group, Inc. -- filed herewith.

(i) Legal Opinion -- filed herewith.

(j) Consent of Independent Accountants -- filed herewith.

(k) Omitted Financial Statements -- None

Page 1
<PAGE> 52

(l) Initial Capital Agreement -- is incorporated by reference to
Exhibit 10(a) of the Trust's Pre-effective Amendment No. 2 to
Registration Statement No. 333-04983 filed August 8, 1996.

(m)(1) Rule 12b-1 Plan --Plan of Distribution with respect to Class A
shares is incorporated by reference to Exhibit No. (15)(a) of
the Trust's Pre-effective Amendment No. 1 to Registration
Statement No. 333-04983 filed July 24, 1996.

(m)(2) Rule 12b-1 Plan --Plan of Distribution with respect to Class D
shares is incorporated by reference to Exhibit No. (15)(a) and
the Trust's Pre-effective Amendment No. 1 to Registration
Statement 333-04983 filed July 24, 1996.

(m)(3) Rule 12b-1 Plan --Plan of Distribution with respect to Class C
shares is incorporated by reference to Exhibit No. (15)(a) of
the Trust's Post-effective Amendment No. 2/4 to Registration
Statement No. 333-04983 filed November 27, 1998.

(n) Financial Data Schedule -- not applicable.

(o) Rule 18f-3 Plan -- Incorporated herein by reference to Exhibit
No. (18) to Post-effective Amendment No. 2/4 to the Trust's
Registration Statement No. 333-04983 filed November 27, 1998.

(p) Powers of Attorney -- filed herewith.

Item 24. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------
None

Item 25. Indemnification.
----------------

Trust Instrument (Article X) limits the liabilities of a
Trustee to that of gross negligence and in the event a Trustee
is sued for his or her activities concerning the Trust, the
Trust will indemnify that Trustee to the fullest extent
permitted by Section 3817 of Chapter 38 of Title 12 of the
Delaware Code, except if a Trustee engages in willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.

The Registrant has purchased Errors and Omissions insurance
with Directors and Officers liability coverage.

Item 26. Business and Other Connections of the Investment Adviser.
---------------------------------------------------------

Polynous Capital Management, Inc. (the "Advisor"), is a
registered investment adviser incorporated on December 4,
1995. The Advisor is primarily engaged in the investment
advisory business. Polynous Trust is the only registered
investment company to which the Advisor serves as investment
adviser. Information as to the officers and directors of the
Advisor is included in its Form ADV filed February 16,1999
with the Securities and Exchange Commission (Registration
Number 801-49411) and is incorporated herein by reference.

Item 27. Principal Underwriters.
-----------------------

(a) Polynous Securities L.L.C., 345 California Street, Suite
1220, San Francisco, CA 94104, serves as underwriter of the
shares of the Funds. The distributor currently does not act as
principal underwriter for any other registered investment
companies. Kevin

Page 2
<PAGE> 53

L. Wenck is considered to have a controlling interest in
Polynous Securities L.L.C. by virtue of his majority ownership
interest.

(b) The following table sets forth information concerning each
director and officer of the Registrant's principal
underwriter, Polynous Securities L.L.C.

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------

<S> <C> <C>
Kevin L. Wenck Chairman of the Board, President and Treasurer
Chief Executive Officer,
and President

Director and Treasurer
</TABLE>

* All addresses are 345 California Street, Suite 1220, San
Francisco, CA 94104 unless otherwise indicated.

Item 28. Location of Accounts and Records.
---------------------------------

The accounts, books, or other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules 17
CFR 270.31a-1 to 31a-3 promulgated thereunder, are maintained
by the Advisor at 345 California Street, Suite 1220, San
Francisco, CA 94104. Certain records, including records
relating to Registrant's shareholders are maintained at the
Trust's Administrator, Transfer Agent, and Fund Accounting
Agent, First Data Investor Services Group, Inc., 3200 Horizon
Drive, P.O. Box 61503, King of Prussia, PA 19406-0903. Records
relating to the physical possession of securities are
maintained by the Trust's Custodian, The Bank of New York, 48
Wall Street, New York, New York 10286.

Item 29. Management Services. Not Applicable.
--------------------

Item 30. Undertakings.
-------------

(a) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest Annual Report to Shareholders upon request and without
charge.

(b) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon the
question of removal of any director or directors when
requested in writing to do so by the record holders of not
less than 10 percent of the Registrant's outstanding

Page 3
<PAGE> 54

shares and to assist its shareholders in accordance with the
requirements of Section 16(c) of the Investment Company Act of
1940 relating to shareholder communications.

Page 4
<PAGE> 55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, (the
"Securities Act") and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all the requirements for effectiveness of
this Registration Statement under Rule 485(b) under the Securities Act and it
has duly caused this Registration Statement on Form N-1A to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco and the State of California on this 30th day of December, 1999.

POLYNOUS TRUST
(Registrant)

By: /s/ Kevin L. Wenck*
---------------------------
Kevin L. Wenck
President and Treasurer

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
/s/ Kevin L. Wenck * President and Principal December 30, 1999
Kevin L. Wenck Executive Officer

/s/ Richard H. Kimball * Trustee December 30, 1999
Richard H. Kimball

/s/ Ronald H. Kase* Trustee December 30, 1999
Ronald H. Kase
</TABLE>

By: Carolyn F. Mead, Esq.,
as Attorney-in-Fact
December 30, 1999

Page 5
<PAGE> 56

INVESTORS CAPITAL FUNDS

EXHIBIT INDEX TO PART "C"
OF
REGISTRATION STATEMENT

Item No. Description
-------- -----------

(23)(e) Underwriting Agreement between Registrant and
Polynous Securities, LLC.

(23)(h) Services Agreement between Registrant and First
Data Investor Services Group, Inc.

(23)(i) Legal Opinion

(23)(j) Consent of Independent Accountants

(23)(p) Powers-of-Attorney

Page 6

<PAGE> 1
Exhibit 23(e)

UNDERWRITING AGREEMENT

This Agreement, dated as of the 23rd day of December, 1998, made by and
between Polynous Trust, a Delaware business trust (the "Trust") operating as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "Act"); Polynous Capital Management, Inc.
("Polynous"), a registered investment advisor existing as corporation duly
organized and existing under the laws of the State of California; and Polynous
Securities, LLC ("Polynous Securities"), a corporation duly organized and
existing under the laws of the State of Delaware (collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, the Trust is authorized by its Trust Instrument to issue
separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series are identified on Schedule "C" attached
hereto, and which Schedule "C" may be amended from time to time by mutual
agreement among the Parties;

WHEREAS, Polynous has been appointed investment advisor to the Trust;

WHEREAS, Polynous Securities is a broker-dealer registered with the
U.S. Securities and Exchange Commission and a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Parties are desirous of entering into an agreement
providing for the distribution by Polynous Securities of the shares of the Trust
(the "Shares").

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:

1. APPOINTMENT.
The Trust hereby appoints Polynous Securities as its exclusive agent
for the public distribution of the Shares in the fifty United States of
America, the District of Columbia and Commonwealth of Puerto Rico, and
Polynous Securities hereby accepts such appointment under the terms of
this Agreement. The Trust agrees that it will not sell any Shares to
any person except to fill orders for the shares received through
Polynous Securities; provided, however, that the foregoing exclusive
right shall not apply: (a) to Shares issued or sold in connection with
the merger or consolidation of any other investment company with the
Trust or the acquisition by purchase or otherwise of all or
substantially all of the assets of any investment company or
substantially all of the outstanding shares of any such company by the
Trust; (b) to Shares which may be offered by the Trust to its
stockholders for reinvestment of cash distributed from capital gains or
net investment income of the Trust; (c) to Shares which may be issued
to shareholders of other funds who exercise any exchange privilege set
forth in the Trust's Prospectus; or (d) to Shares sold pursuant to an
exemption. Notwithstanding any other provision hereof, the Trust may
terminate, suspend, or withdraw the offering of the Shares whenever, in
its sole discretion, it deems such action to be desirable.

2. SALE AND REPURCHASE OF SHARES.
Polynous Securities agrees to provide the services contemplated hereby,
and

Page 1 of 7 pages
<PAGE> 2

(a) Polynous Securities is hereby granted the right, as agent for the
Trust, to sell Shares to the public against orders therefor at the
public offering price (as defined in sub-paragraph 2.(c) below).

(b) Polynous Securities will also have the right to take, as agent for
the Trust, all actions which, in Polynous Securities' good faith
and reasonable judgement, and subject to the Trust's reasonable
approval, are necessary to carry into effect the distribution of
the Shares.

(c) The public offering price for Class D Shares shall be the net asset
value per Share then in effect, and the public offering price for
Class A Shares shall be the net asset value per Share plus a sales
charge, if applicable, as set forth from time to time in the
Trust's current Prospectus.

(d) The net asset value of the Shares shall be determined in the manner
provided in the then current Prospectus and Statement of Additional
Information relating to the Shares, and when determined shall be
applicable to all transactions as provided in the Prospectus. The
net asset value of the Shares shall be calculated by the Trust or
by another entity on behalf of the Trust. Polynous Securities shall
have no duty to inquire into, or liability for, the accuracy of the
net asset value per Share as calculated.

(e) On every sale, the Distributor shall promptly pay to the Trust the
applicable net asset value of the Shares.

(f) Upon receipt of purchase instructions, Polynous Securities will
transmit such instructions to the Trust or its transfer agent for
registration of the Shares purchased.

(g) Nothing in this Agreement shall prevent Polynous Securities or any
affiliated person (as defined in the Act) of Polynous Securities
from acting as underwriter or distributor for any other person,
firm or corporation (including other investment companies), or in
any way limit or restrict Polynous Securities or such affiliated
person from buying, selling or trading any securities for its or
their own account or for the accounts of others for whom it or they
may be acting; provided, however, that Polynous Securities
expressly agrees that it will not for its own account purchase any
Shares of the Trust except for investment purposes, and that it
will not for its own account sell any such Shares except by
redemption of such Shares by the Trust, and that it will not
undertake in any activities which will have a materially adverse
affect on the performance of its obligations to the Trust under
this Agreement.

(h) Polynous Securities may repurchase Shares at such prices and upon
such terms and conditions as shall be specified from time to time
in the Prospectus.

3. RULES OF SALE OF SHARES.
Polynous Securities does not agree to sell any specific number of
Shares. Polynous Securities, as Underwriter for the Trust, undertakes
to sell Shares on a best efforts basis and only against orders received
therefor. The services to be performed by Polynous Securities hereunder
shall include those set forth on Schedule A. The Trust reserves the
right to terminate, suspend or withdraw the sale of its Shares for any
reason deemed adequate by it, and the Trust reserves the right to
refuse at any time or times to sell any of its Shares to any person for
any reason deemed adequate by it.

Page 2 of 7 pages
<PAGE> 3

4. RULES OF NASD.
(a) Polynous Securities will conform to the Conduct Rules of the NASD
and the applicable securities laws and regulations of any
jurisdiction in which it directly or indirectly offers or sells any
Shares.

(b) Polynous Securities will require each dealer with whom Polynous
Securities has a selling agreement to conform to the applicable
provisions of the Prospectus, with respect to the public offering
price of the Shares, and Polynous Securities shall not cause the
Trust to withhold the placing of purchase orders so as to make a
profit thereby.

(c) The Trust and Polynous agree to use reasonable efforts to furnish
to Polynous Securities sufficient copies of any and all:
agreements, plans, communications with the public or other
materials which the Trust or Polynous intends to use in connection
with any sales of Shares ("Sales Materials"), in adequate time for
Polynous Securities to file and clear such Sales Materials with the
proper authorities before they are put in use, and Polynous
Securities shall be responsible for making all such required
regulatory filings in a timely manner at its own expense. Polynous
Securities and the Trust or Polynous may agree that any such Sales
Materials do not need to be filed subsequent to distribution. In
addition, the Trust and Polynous agree not to use any such Sales
Materials until so filed and cleared for use by appropriate
authorities as well as by Polynous Securities.

(d) Polynous Securities, at its own expense, will qualify as a dealer
or broker, or otherwise, under all applicable state or federal laws
required in order that the Shares may be sold in such states as may
be mutually agreed upon by the Parties.

(e) Polynous Securities shall remain registered as a broker dealer with
the U.S. Securities and Exchange Commission and a member of the
National Association of Securities Dealers for the term of this
Agreement.

(f) Polynous Securities shall not, in connection with any sale or
solicitation of a sale of the Shares, make or authorize any
representative, service organization, broker or dealer to make any
representations concerning the Shares, except those contained in
the Prospectus covering the Shares and in communications with the
public or sales materials approved by Polynous Securities as
information supplemental to such Prospectus. Copies of the
Prospectus will be supplied by the Trust or Polynous to Polynous
Securities in reasonable quantities upon request.

5. RECORDS TO BE SUPPLIED BY THE TRUST.
The Trust shall furnish to Polynous Securities copies of all
information, financial statements and other papers which Polynous
Securities may reasonably request for use in connection with the
distribution of the Shares including, but not limited to, one certified
copy of all financial statements prepared for the Trust by its
independent public accountants.

6. EXPENSES.
(a) The Trust will bear the following expenses:

(i) preparation, setting in type, and printing of sufficient copies
of the Prospectuses and Statements of Additional Information
for distribution to shareholders, and the cost of distribution
of same to the shareholders;

Page 3 of 7 pages
<PAGE> 4

(ii) preparation, printing, and distribution of reports and other
communications to shareholders;

(iii) registration of the Shares under the federal securities laws;

(iv) qualification of the Shares for sale in the jurisdictions as
directed by the Trust;

(v) maintaining facilities for the issue and transfer of the
Shares;

(vi) supplying information, prices and other data to be furnished
by the Trust under this Agreement; and

(vii) any original issue taxes or transfer taxes applicable to the
sale or delivery of the Shares or certificates therefor.

(b) Polynous, out of its own resources, will pay all expenses incident
to the sale and distribution of the Shares sold hereunder.

7. TERMS AND COMPENSATION.
(a) The terms of this Agreement shall commence on January 1, 1999.

(b) This Agreement shall remain in effect for twelve (12) months. This
Agreement shall continue thereafter for periods not exceeding one
(1) year, if approved at least annually (i) by a vote of a majority
of the outstanding voting securities of each Series; or (ii) by a
vote of a majority of the Trustees of the Trust who are not parties
to this Agreement (other than as Trustees of the Trust) or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(c) Fees and expenses payable to Polynous Securities shall be paid by
Polynous out of its own resources as set forth in Schedule "B"
attached and shall be fixed for the first twelve (12) month period
of this Agreement. Thereafter, the fee schedule will be subject to
annual review and adjustment.

(d) This Agreement (i) may at any time be terminated without the
payment of any penalty, either by a vote of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of each Series with respect to such Series, on sixty
(60) days' written notice to Polynous Securities; and (ii) may be
terminated by Polynous Securities on sixty (60) days' written
notice to the Trust with respect to any Series.

(e) This Agreement shall automatically terminate in the event of its
assignment, as defined in the Investment Company Act of 1940, as
amended.

8. INDEMNIFICATION OF POLYNOUS SECURITIES BY POLYNOUS.
Polynous will indemnify and hold Polynous Securities harmless for the
actions of Polynous' employees registered with the NASD as Polynous
Securities representatives, and hereby undertakes to maintain
compliance with all rules and regulations concerning any and all sales
presentations made by such employees.

9. LIABILITIES OF POLYNOUS SECURITIES.
(a) Polynous Securities, its directors, officers, employees,
shareholders and agents shall not be liable for any error of
judgement or mistake of law or for any loss suffered by the Trust
in connection with the performance of this Agreement, except a loss
resulting from a breach of Polynous Securities' obligations
pursuant to Section 4 of this Agreement (Rules of NASD), a breach
of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or
negligence on the part of Polynous Securities in the performance of
its obligations and duties or by reason of its reckless disregard
of its obligations and duties

Page 4 of 7 pages

<PAGE> 5
under this Agreement, (whether with or without basis in fact or
law) which the Trust may incur or be required to pay due to
Polynous Securities' breach of this agreement, including without
limitation, a breach of the standard of care set forth above in
Section 9(a).

(b) The Trust agrees to indemnify and hold harmless Polynous Securities
against any and all liability, loss, damages, costs or expenses
(including reasonable counsel fees) which Polynous Securities may
incur or be required to pay hereafter, in connection with any
action, suit or other proceeding, whether civil or criminal, before
any court or administrative or legislative body, in which Polynous
Securities may be involved as a party or otherwise or with which
Polynous Securities may be threatened, by reason of the offer or
sale of the Trust Shares by persons other than Polynous Securities
or its representatives, prior to the execution of this Agreement.
If a claim is made against Polynous Securities as to which Polynous
Securities may seek indemnity under this Section, Polynous
Securities shall notify the Trust promptly of any written assertion
of such claim threatening to institute an action or proceeding with
respect thereto and shall notify the Trust promptly of any action
commenced against Polynous Securities within 10 days time after
Polynous Securities shall have been served with a summons or other
legal process, giving information as to the nature and basis of the
claim. Failure so to notify the Trust shall not, however, relieve
the Trust from any liability which it may have on account of the
indemnity under this Section 9(b) if the Trust has not been
prejudiced in any material respect by such failure. The Trust shall
have the sole right to control the settlement of any such action,
suit or proceeding subject to Polynous Securities' approval, which
shall not be unreasonably withheld. Polynous Securities shall have
the right to participate in the defense of any action or proceeding
and to retain its own counsel, and the reasonable fees and expenses
of such counsel shall be borne by the Trust (which shall pay such
fees, costs and expenses at least quarterly) if:

(i) Polynous Securities has received a written opinion of
counsel, on which the Trust is expressly permitted to rely,
stating that the use of counsel chosen by the Trust to
represent Polynous Securities would present such counsel with a
conflict of interest;

(ii) the defendants in, or targets of, any such action or
proceeding include both Polynous Securities and the Trust, and
legal counsel to Polynous Securities shall have reasonably
concluded in a written legal opinion, on which the Trust is
expressly permitted to rely, that there are legal defenses
available to it which are different from or additional to those
available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which
case the Trust shall not have the right to direct the defense
of such action on behalf of Polynous Securities); or

(iii) the Trust shall authorize Polynous Securities to employ
separate counsel at the expense of the Trust. Notwithstanding
anything to the contrary herein, it is understood that the
Trust shall not, in connection with any action, suit or
proceeding, be liable under this Agreement for the fees and
expenses of more than one legal counsel.

Page 5 of 7 pages
<PAGE> 6

(c) Any person, even though also a director, officer, employee,
shareholder or agent of Polynous Securities, who may be or become
an officer, director, trustee, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting on
any business of the Trust (other than services or business in
connection with Polynous Securities' duties hereunder), to be
rendering such services to or acting solely for the Trust and not
as a director, officer, employee, shareholder or agent, or one
under the control or direction of Polynous Securities even though
receiving salary from Polynous Securities.

(d) The Trust agrees to indemnify, defend, and hold harmless Polynous
Securities, and each person who controls Polynous Securities within
the meaning of Section 15 of the Securities Act of 1933, as amended
(the "Securities Act"), or Section 20 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), against any and all
actual and alleged losses, claims, damages and liabilities, joint
or several (including any reasonable investigative, legal and other
expenses incurred in connection therewith) to which they, or any of
them, may become subject under the Act, the Securities Act, the
Exchange Act or other federal or state law or regulation, at common
law or otherwise insofar as such losses, claims, damages or
liabilities (or actions, suits or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Prospectus,
Statement of Additional Information, supplement thereto, sales
literature or other written information prepared by the Trust and
furnished by the Trust to Polynous Securities for Polynous
Securities' use hereunder, disseminated by the Trust or which arise
out of or are based upon any omission or alleged omission to state
therein or necessary to make the statements therein not misleading.
Such indemnity shall not, however, inure to the benefit of Polynous
Securities (or any person controlling Polynous Securities) on
account of any losses, claims, damages or liabilities (or actions,
suits or proceedings in respect thereof) arising from the sale of
the Shares of the Trust to any person by Polynous Securities (i) if
such untrue statement or omission or alleged untrue statement or
omission was made in the Prospectus, Statement of Additional
Information, or supplement, sales or other literature, in reliance
upon and in conformity with information furnished in writing to the
Trust by Polynous Securities or any affiliate of Polynous
Securities specifically for use therein or (ii) if such losses,
claims, damages or liabilities arise out of or are based upon an
untrue statement or omission or alleged untrue statement or
omission found in any Prospectus, Statement of Additional
Information, supplement, sales or other literature, subsequently
corrected, but negligently distributed by Polynous Securities and a
copy of the corrected Prospectus was not delivered to such person
at or before the confirmation of the sale to such person.

(e) Polynous Securities agrees to indemnify, defend, and hold harmless
the Trust, and each person who controls the Trust within the
meaning of Section 15 of the Securities Act, or Section 20 of the
Exchange Act, against any and all actual or alleged losses, claims,
damages and liabilities, joint or several (including any reasonable
investigative, legal and other expenses incurred in connection
therewith) to which they, or any of them, may be subject under

Page 6 of 7 pages
<PAGE> 7

the Act, the Securities Act, the Exchange Act or other federal or
state law or regulation, at common law or otherwise insofar as such
losses, claims, damages or liabilities (or actions, suits or
proceedings in respect thereof) arise out of or are based upon (i)
any matter described in Subsection 9(d)(i) or (ii) above; (ii) any
material breach by Polynous Securities of any provision of this
Agreement; (iii) Polynous Securities' negligence, bad faith or
willful misconduct, or (iv) any untrue oral statement or alleged
untrue oral statement of a material fact made by Polynous
Securities or its agents, or any omission or alleged omission
orally to state a material fact by Polynous Securities or its
agents, to or with respect to any actual or potential investor in
the Trust, or any such untrue statement or omission contained in or
made with respect to any written supplemental sales or other
materials respecting the Trust prepared by Polynous Securities.

10. AMENDMENTS.
No provision of this Agreement may be amended or modified in any manner
whatsoever, except by a written agreement properly authorized and
executed by the Parties.

11. SECTION HEADINGS.
Section and paragraph headings are for convenience only and shall not
be construed as part of this Agreement.

12. REPORTS.
Polynous Securities shall prepare reports for the Board of Trustees of
the Trust , on a quarterly basis, showing such information as, from
time to time, shall be reasonably requested by such Board.

13. SEVERABILITY.
If any part, term or provision of this Agreement is held by any court
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not
affected, and the rights and obligations of the Parties shall be
construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid
provided that the basic agreement is not thereby substantially
impaired.

14. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California
and the exclusive venue of any action arising under this Agreement
shall be San Francisco County, State of California.

15. AUTHORITY TO EXECUTE.
The Parties represent and warrant each other that the execution and
delivery of this Agreement by the undersigned officer of each party has
been duly and validly authorized; and, when duly executed, this
Agreement will constitute a valid and legally binding and enforceable
obligation of each Party.

Page 7 of 7 pages

<PAGE> 8

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement consisting of
seven type written pages, together with Schedule "A", Schedule "B", and Schedule
"C", to be signed by their duly authorized officers, as of the day and year
first above written.

Polynous Capital Management, Inc. Polynous Securities, LLC
--------------------------------- ------------------------

/s/ Kevin L. Wenck /s/ Kevin L. Wenck
----------------------------- ---------------------------
By: Kevin L. Wenck, President By: Kevin L. Wenck, Manager

Polynous Trust
--------------

/s/ Kevin L. Wenck
-----------------------------
By: Kevin L. Wenck, President

<PAGE> 9

Schedule "A"
------------

UNDERWRITER/SPONSOR SERVICES
FOR
POLYNOUS TRUST

I. Underwriter/Sponsor services include:
-------------------------------------

A) Preparation and execution of Underwriting, Agent, and 12b-1 Plans

- Monitoring accruals
- Monitoring expenses
- Disbursements for expenses and trail commissions

B) Quarterly 12b-1 and/or Service Fee Reports to Board of Trustees

C) Sales Materials review, recommendations and submissions to the NASD

D) Initial NASD Licensing and Transfers of Registered Representatives

- U-4 Form and Fingerprint Submissions to NASD
- Supplying Series 6 and 63 written study material
- Registration for Exam Preparation classes
- Renewals and Terminations of Representatives

E) Written supervisory procedures and manuals for Registered
Representatives

F) Ongoing compliance updates for Representatives regarding sales
practices, written correspondence and other communication with the
public.

G) NASD Continuing Education Requirement

<PAGE> 10

Schedule "B"
------------

UNDERWRITER AND DISTRIBUTION FEE SCHEDULE
FOR
POLYNOUS TRUST

I. A) Underwriter/Sponsor Services
----------------------------
The annual fee to Polynous Securities of $25,000 per year for
the initial portfolio or class of shares and $2,500 per year
for each additional portfolio or class of shares for services
is rendered for being primary Underwriter/Sponsor of the
Trust, including primary licensing/regulatory agent for Trust
personnel.

The fee for representing the Trust as primary
Underwriter/Sponsor includes the expenses and personnel
required to maintain the various regulatory books and records
of the Broker/Dealer and maintenance of shareholder files and
records for all transactions processed on behalf of the Trust.
These fees also include the regulatory requirements of all
marketing related and distribution reports including
maintenance of records regarding individual transaction
activities of the Trust's registered representatives.

B) Representative Registration and Renewals
----------------------------------------
Polynous Securities will maintain annual NASD and state
license renewals and the monitoring required of representative
activities as follows:

Up to 10 States - $2,000 per Representative per Year
All 50 States - $4,000 per Representative per Year

C) Miscellaneous/Out-of-Pocket Expenses
------------------------------------
These expenses may include, but are not limited to:

- processing fees relating to NASD literature review
submissions

- out-of-pocket expenses related to submitting literature for
review and communications costs connected with communicating
with the NASD

- Mailing and communications expense related to communicating
with other regulatory bodies on behalf of the trust
exclusive of communication related to representative
registration and renewals

<PAGE> 11

Schedule "C"
------------

Identification of Series
------------------------

Below are listed the Series and Classes of Shares to which services
under this Agreement are to be performed as of the Effective Date of
this Agreement:

"POLYNOUS TRUST"

1. Polynous Growth Fund - Class A Shares
2. Polynous Growth Fund - Class D Shares

This Schedule "C" may be amended from time to time by agreement of the
Parties.

<PAGE> 1

Exhibit 23(h)

SERVICES AGREEMENT

THIS AGREEMENT, dated as of this 1st day of September, 1998 between POLYNOUS
TRUST (the "Fund"), a business trust having its principal place of business at
345 California Street, Suite 1220, San Francisco, California 94104 and FIRST
DATA INVESTOR SERVICES GROUP, INC. ("Investor Services Group"), a Massachusetts
corporation with principal offices at 4400 Computer Drive, Westboro,
Massachusetts 01581.

WITNESSETH
----------

WHEREAS, the Fund is authorized to issue Shares in separate series,
with each such series representing interests in a separate portfolio of
securities or other assets.

WHEREAS, the Fund initially intends to offer Shares in those Portfolios
identified in the attached Schedule A, each such Portfolio, together with all
other Portfolios subsequently established by the Fund shall be subject to this
Agreement in accordance with Article 14;

WHEREAS, the Fund on behalf of the Portfolios, desires to appoint
Investor Services Group as its fund accounting agent, administrator, transfer
agent, dividend disbursing agent, custody administrator and agent in connection
with certain other activities and Investor Services Group desires to accept such
appointment;

NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and Investor Services Group agree as follows:

Article 1 Definitions.
------------

1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of the Fund as the same may be amended
from time to time.

(b) "Authorized Person" shall be deemed to include (i) any
authorized officer of the Fund; or (ii) any person, whether or not such
person is an officer or employee of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the Fund as
indicated in writing to Investor Services Group from time to time.

(d) "Board of Directors" shall mean the Board of Directors or Board
of Trustees of the Fund, as the case may be.

(e) "Commission" shall mean the Securities and Exchange Commission.

<PAGE> 2

(f) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.

(g) "1934 Act" shall mean the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, all as amended from
time to time.

(h) "1940 Act" shall mean the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder, all as amended from
time to time.

(i) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by Investor Services Group from a
person reasonably believed by Investor Services Group to be an
Authorized Person;

(j) "Portfolio" shall mean each separate series of shares offered
by the Fund representing interests in a separate portfolio of
securities and other assets;

(k) "Prospectus" shall mean the most recently dated Fund Prospectus
and Statement of Additional Information, including any supplements
thereto if any, which have become effective under the Securities Act of
1933 and the 1940 Act.

(l) "Shares" refers collectively to such shares of capital stock or
beneficial interest, as the case may be, or class thereof, of each
respective Portfolio of the Fund as may be issued from time to time.

(m) "Shareholder" shall mean a record owner of Shares of each
respective Portfolio of the Fund.

(n) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Investor Services Group to be
an Authorized Person and actually received by Investor Services Group.
Written Instructions shall include manually executed originals and
authorized electronic transmissions, including telefacsimile of a
manually executed original or other process.

Article 2 Appointment of Investor Services Group.
---------------------------------------

The Fund, on behalf of the Portfolios, hereby appoints and constitutes
Investor Services Group as its sole and exclusive transfer agent and dividend
disbursing agent for Shares of each respective Portfolio of the Fund and as
custody administrator, fund accounting agent, administrator, shareholder
servicing agent for the Fund and Investor Services Group hereby accepts such
appointments and agrees to perform the duties hereinafter set forth.

Article 3 Duties of Investor Services Group.
----------------------------------

3.1 Investor Services Group shall be responsible for:

(a) Administering and/or performing the customary services of
a transfer agent; acting as service agent in connection with dividend
and distribution functions; and for performing shareholder account and
administrative agent functions in connection with

<PAGE> 3

the issuance, transfer and redemption or repurchase (including
coordination with the Custodian) of Shares of each Portfolio, as more
fully described in the written schedule of Duties of Investor Services
Group annexed hereto as Schedule B and incorporated herein, and in
accordance with the terms of the Prospectus of the Fund on behalf of
the applicable Portfolio, applicable law and the procedures established
from time to time between Investor Services Group and the Fund.

(b) Recording the issuance of Shares and maintaining pursuant
to Rule 17Ad-10(e) of the 1934 Act a record of the total number of
Shares of each Portfolio which are authorized, based upon data provided
to it by the Fund, and issued and outstanding. Investor Services Group
shall provide the Fund on a regular basis with the total number of
Shares of each Portfolio which are authorized and issued and
outstanding.

(c) Investor Services Group shall perform the customary
services of a fund accounting agent and administrator for the Fund, as
more fully described in the written Schedule of services to be provided
by Investor Services Group annexed hereto as Schedule B and
incorporated herein, subject to the supervision and direction of the
Board of Directors of the Fund.

(d) In addition to providing the foregoing services, the Fund
hereby engages Investor Services Group as its agent for the limited
purpose of (i) accepting invoices charged to the Fund for custody
services performed by the Custodian on the Fund's behalf, (ii)
remitting payment to the Custodian for such services, and (iii) as more
fully described in the written schedule of Services to be Provided by
Investor Services Group annexed hereto as Schedule B and incorporated
herein.

(e) Notwithstanding any of the foregoing provisions of this
Agreement, Investor Services Group shall be under no duty or obligation
to inquire into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of any Shares,
or the propriety of the amount to be paid therefor; (iii) the legality
of the declaration of any dividend by the Board of Directors, or the
legality of the issuance of any Shares in payment of any dividend; or
(iv) the legality of any recapitalization or readjustment of the
Shares.

3.2 In addition, with the assistance of Investor Services Group, the
Fund shall (i) identify to Investor Services Group in writing those transactions
and assets to be treated as exempt from Blue Sky reporting for each State and
(ii) verify the establishment of transactions for each State on the system prior
to activation and thereafter monitor the daily activity for each State.

3.3 In performing its duties under this Agreement, Investor Services
Group: (a) will act in accordance with the Articles of Incorporation, By-Laws,
Prospectuses and with the Oral Instructions and Written Instructions of the Fund
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations; and (b) will consult
with legal counsel to the Fund, as necessary and appropriate. Furthermore,
Investor Services Group shall not have or be required to have any authority to
supervise the investment or reinvestment of the securities or other properties
which comprise the assets of the

<PAGE> 4

Fund or any of its Portfolios and shall not provide any investment advisory
services to the Fund or any of its Portfolios.

3.4 In addition to the duties set forth herein, Investor Services Group
shall perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the Fund
and Investor Services Group.

Article 4 Recordkeeping and Other Information.
------------------------------------

4.1 Investor Services Group shall create and maintain all records
required of it pursuant to its duties hereunder and as set forth in Schedule B
in accordance with all applicable laws, rules and regulations, including records
required by Section 31(a) of the 1940 Act. Where applicable, such records shall
be maintained by Investor Services Group for the periods and in the places
required by Rule 31a-2 under the 1940 Act.

4.2 To the extent required by Section 31 of the 1940 Act, Investor
Services Group agrees that all such records prepared or maintained by Investor
Services Group relating to the services to be performed by Investor Services
Group hereunder are the property of the Fund and will be preserved, maintained
and made available in accordance with such section, and will be surrendered
promptly to the Fund on and in accordance with the Fund's request.

4.3 In case of any requests or demands for the inspection of
Shareholder records of the Fund, Investor Services Group shall promptly notify
the Fund of such request and secure Written Instructions as to the handling of
such request. Investor Services Group reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel that
it may be held liable for the failure to comply with such request.

Article 5 Fund Instructions.
------------------

5.1 Investor Services Group will have no liability when acting upon
Written or Oral Instructions reasonably believed by it to have been executed or
orally communicated by an Authorized Person and will not be held to have any
notice of any change of authority of any person until receipt of a Written
Instruction thereof from the Fund.

5.2 At any time, Investor Services Group may request Written
Instructions from the Fund and may seek advice from legal counsel for the Fund,
or its own legal counsel, with respect to any matter arising in connection with
this Agreement, and it shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund or for Investor Services
Group. Written Instructions requested by Investor Services Group will be
provided by the Fund within a reasonable period of time.

5.3 Investor Services Group, its officers, agents or employees, shall
accept Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said representative is an
Authorized Person. The Fund agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect Investor Services Group's
right to rely on Oral Instructions.

<PAGE> 5

Article 6 Compensation.
-------------

6.1 The Fund on behalf of each of the Portfolios will compensate
Investor Services Group for the performance of its obligations hereunder in
accordance with the fees set forth in the written Fee Schedule annexed hereto as
Schedule C and incorporated herein.

6.2 In addition to those fees set forth in Section 6.1 above, the Fund
on behalf of each of the Portfolios agrees to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by Investor Services Group in
the performance of its duties hereunder. Out-of-pocket expenses shall include,
but shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule C and incorporated herein.
Schedule C may be modified by written agreement between the parties. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket expenses
reasonably incurred by Investor Services Group in the performance of its
obligations hereunder.

6.3 The Fund hereby authorizes Investor Services Group to prepare
payment invoices for its fees and related out-of-pocket expenses and submit such
invoices to the Fund for approval by an authorized representative of the Fund.
Approved invoices shall be paid by debiting each Portfolio's custody account.

6.4 Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule C, a revised Fee Schedule executed and dated by
the parties hereto.

6.5 The Fund acknowledges that the fees that Investor Services Group
charges the Fund under this Agreement reflect the allocation of risk between the
parties, including the disclaimer of warranties in Section 9.3 and the exclusion
of remedies in Article 12. Modifying the allocation of risk from what is stated
here would affect the fees that Investor Services Group charges, and in
consideration of those fees, the Fund agrees to the stated allocation of risk.

6.6 Investor Services Group will from time to time employ or associate
with itself such person or persons as Investor Services Group may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
Investor Services Group and the Fund. The compensation of such person or persons
shall be paid by Investor Services Group and no obligation shall be incurred on
behalf of the Fund in such respect.

6.7 Investor Services Group shall not be required to pay any of the
following expenses incurred by the Fund: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; stock exchange
listing fees; taxes and fees payable to Federal, state and other governmental
agencies; fees of Board Members of the Fund who are not affiliated with Investor
Services Group; outside auditing expenses; outside legal expenses; Blue Sky
registration or filing fees; or other expenses not specified in this Section 6.7
which may be properly payable by the Fund. Investor Services Group shall not be
required to pay any Blue Sky registration or filing fees unless and until it has
received the amount of such fees from the Fund.

Article 7 Documents.
----------

<PAGE> 6

In connection with the appointment of Investor Services Group, the Fund
shall, on or before the date this Agreement goes into effect, but in any case
within a reasonable period of time for Investor Services Group to prepare to
perform its duties hereunder, deliver or caused to be delivered to Investor
Services Group the documents set forth in the written schedule of Fund Documents
annexed hereto as Schedule D. Investor Services Group acknowledges receipt of
all currently effective documents set forth in Schedule D.

Article 8 Investor Services Group System.
-------------------------------

8.1 Investor Services Group shall retain title to and ownership of any
and all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by Investor Services
Group in connection with the services provided by Investor Services Group to the
Fund herein (the "Investor Services Group System").

8.2 Investor Services Group hereby grants to the Fund a limited license
to the Investor Services Group System for the sole and limited purpose of having
Investor Services Group provide the services contemplated hereunder and nothing
contained in this Agreement shall be construed or interpreted otherwise and such
license shall immediately terminate with the termination of this Agreement.

8.3 In the event that the Fund, including any affiliate or agent of the
Fund or any third party acting on behalf of the Fund is provided with direct
access to the Investor Services Group System for either account inquiry or to
transmit transaction information, including but not limited to maintenance,
exchanges, purchases and redemptions, such direct access capability shall be
limited to direct entry to the Investor Services Group System by means of
on-line mainframe terminal entry or PC emulation of such mainframe terminal
entry and any other non-conforming method of transmission of information to the
Investor Services Group System is strictly prohibited without the prior written
consent of Investor Services Group.

Article 9 Representations and Warranties.
-------------------------------

9.1 Investor Services Group represents and warrants to the Fund that:

(a) it is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts;

(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;

(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement; and

(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

<PAGE> 7

9.2 The Fund represents and warrants to Investor Services Group that:

(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;

(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into this Agreement;

(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement; and

(d) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with
the terms of the Fund's Articles of Incorporation and its Prospectus
with respect to each Portfolio, such Shares shall be validly issued,
fully paid and non-assessable; and

9.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. INVESTOR SERVICES
GROUP DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE
SET FORTH IN THIS AGREEMENT.

Article 10 Indemnification.
----------------

10.1 Investor Services Group shall not be responsible for, and the Fund
on behalf of each Portfolio shall indemnify and hold Investor Services Group
harmless from and against, any and all reasonable claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against Investor Services
Group or for which Investor Services Group may be held to be liable (a "Claim")
arising out of or attributable to any of the following:

(a) any actions of Investor Services Group required to be
taken pursuant to this Agreement unless such Claim resulted from a
negligent act or omission to act or bad faith by Investor Services
Group in the performance of its duties hereunder;

(b) Investor Services Group's reasonable reliance on, or
reasonable use of information, data, records and documents (including
but not limited to magnetic tapes, computer printouts, hard copies and
microfilm copies) received by Investor Services Group from the Fund, or
any authorized third party acting on behalf of the Fund, including but
not limited to any prior transfer agent for the Fund, excluding FPS
Services, Inc., in the performance of Investor Services Group's duties
and obligations hereunder;

<PAGE> 8

(c) the reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests of the Fund on
behalf of the applicable Portfolio;

(d) the offer or sales of Shares in violation of any
requirement under the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with respect to the
offer or sale of such Shares in such state, unless the same is a result
of a negligent act or omission or breach of this Agreement by Investor
Services Group or its affiliates; and

(e) the Fund's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of the Fund's negligence
or misconduct or the breach of any representation or warranty of the
Fund made herein.

10.2 The Fund agrees and acknowledges that Investor Services Group has
not prior to the date hereof assumed, and will not assume, any obligations or
liabilities arising out of the conduct by the Fund prior to the date hereof of
those duties which Investor Services Group has agreed to perform pursuant to
this Agreement. The Fund further agrees to indemnify Investor Services Group
against any losses, claims, damages or liabilities to which Investor Services
Group may become subject in connection with the conduct by the Fund or its
agent, other than any such losses, claims, damages or liabilities that are a
result of any act or omission of Investor Services Group or its affiliates, of
such duties prior to the date hereof.

10.3 Investor Services Group shall indemnify and hold the Fund harmless
from and against any Claim which may be asserted against the Fund or for which
the Fund may be held to be liable arising out of or attributable to Investor
Services Group's refusal or failure to comply with the terms of this Agreement,
or any claim which arises out of Investor Services Group's gross negligence or
willful misconduct or the breach of any representation or warranty of Investor
Services Group made herein.

10.4 In any case in which on party (the "Indemnifying Party") may be
asked to indemnify or hold the other party (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified Party and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Article 10 shall survive the termination of this
Agreement.

10.5 Any claim for indemnification under this Agreement must be made
prior to the earlier of:

<PAGE> 9

(a) one year after the Indemnifying Party becomes aware of the
event for which indemnification is claimed; or

(b) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.

10.6 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 10 shall be
Investor Services Group's sole and exclusive remedy for claims or other actions
or proceedings to which the Fund's indemnification obligations pursuant to this
Article 10 may apply.

Article 11 Standard of Care.
-----------------

11.1 Investor Services Group shall at all times act in good faith and
agrees to use its best efforts within commercially reasonable limits to ensure
the accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Fund unless said errors are caused by
Investor Services Group's own negligence, breach of this Agreement, bad faith or
willful misconduct or that of its employees.

11.2 Each party shall have the duty to mitigate damages for which the
other party may become responsible.

Article 12 Consequential Damages.
----------------------

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR LOST PROFITS, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

Article 13 Term and Termination.
---------------------

13.1 This Agreement shall be effective on the date first written above
and shall continue for a period of two (2) years (the "Initial Term").

13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal Terms") each,
unless the Fund or Investor Services Group provides written notice to the other
of its intent not to renew. Such notice must be received not less than ninety
(90) days and not more than one-hundred eighty (180) days prior to the
expiration of the Initial Term or the then current Renewal Term.

13.3 In the event a termination notice is given by the Fund, all
reasonable expenses associated with movement of records and materials and
conversion thereof to a successor transfer agent, administrator, fund accounting
agent and custodian agent will be borne by the Fund.

13.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party"), the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may

<PAGE> 10

terminate this Agreement by giving ninety (90) days written notice of such
termination to the Defaulting Party. The Non-Defaulting Party's termination of
this Agreement shall not constitute a waiver of any other of its rights or
remedies with respect to acts or omissions that occur prior to such termination.
In all cases, termination by the Non-Defaulting Party shall not constitute a
waiver by the Non-Defaulting Party of any other rights it might have under this
Agreement or otherwise against the Defaulting Party.

13.5 Notwithstanding anything contained in this Agreement to the
contrary, should the Fund desire to move any of the services provided by
Investor Services Group hereunder to a successor service provider prior to the
expiration of the then current Initial or Renewal Term, or without the required
notice period, Investor Services Group shall make a good faith effort to
facilitate the conversion on such prior date, however, there can be no guarantee
that Investor Services Group will be able to facilitate a conversion of services
on such prior date.

Article 14 Additional Portfolios
---------------------

14.1 In the event that the Fund establishes one or more Portfolios in
addition to those identified in Schedule A, with respect to which the Fund
desires to have Investor Services Group render services as transfer agent, fund
accounting agent, administrator and custody administrator under the terms
hereof, the Fund shall so notify Investor Services Group in writing, and if
Investor Services Group agrees in writing to provide such services, Schedule A
shall be amended to include such additional Portfolios.

Article 15 Confidentiality.
----------------

15.1 The parties agree that the Proprietary Information (defined below)
and the contents of this Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective licensors. The Fund
and Investor Services Group shall exercise at least the same degree of care, but
not less than reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would exercise to protect its own
confidential information of a similar nature. The Fund and Investor Services
Group shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Fund and Investor Services Group may,
however, disclose Confidential Information to their respective parent
corporation, their respective affiliates, their subsidiaries and affiliated
companies and employees, provided that each shall use reasonable efforts to
ensure that the Confidential Information is not duplicated or disclosed in
breach of this Agreement. The Fund and Investor Services Group may also disclose
the Confidential Information to independent contractors, auditors, and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 15.1.
Notwithstanding the previous sentence, in no event shall either the Fund or
Investor Services Group disclose the Confidential Information to any competitor
of the other without specific, prior written consent.

15.2 Proprietary Information means:

(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating to
the past,
<PAGE> 11

present or future business activities of the Fund or Investor Services
Group, their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them;

(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or
Investor Services Group a competitive advantage over its competitors;
and

(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.

15.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.

15.4 The obligations of confidentiality and restriction on use herein
shall not apply to any Confidential Information that a party proves:

(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault
of such party; or

(b) Was lawfully received by the party from a third party free
of any obligation of confidence to such third party; or

(c) Was already in the possession of the party prior to
receipt thereof, directly or indirectly, from the other party; or

(d) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving the other party as much advance
notice of the possibility of such disclosure as practical so the other
party may attempt to stop such disclosure or obtain a protective order
concerning such disclosure; or

(f) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the
Confidential Information disclosed under this Agreement.

Article 16 Force Majeure.
--------------

No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by (i) fire, flood, elements of nature or
other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or
civil disorders in any country, (iii) any act or omission of the other party or
any governmental authority; (iv) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to satisfy); or
(v) nonperformance by a third party or

<PAGE> 12

any similar cause beyond the reasonable control of such party, including without
limitation, failures or fluctuations in telecommunications or other equipment.
In any such event, the non-performing party shall be excused from any further
performance and observance of the obligations so affected only for as long as
such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as
practicable. Notwithstanding the foregoing, Investor Services Group shall take
all commercially reasonable steps to ensure that no such default or delay shall
occur including, without limitation, (a) the implementation and maintenance of
an adequate disaster recovery program or procedures, and (b) implementation and
maintenance of such systems, safe guards and remedial actions as may be required
to avoid disruption of the services it is required to provide hereunder due to
any so-called "Year 2000" problems.

Article 17 Assignment and Subcontracting.
------------------------------

This Agreement, its benefits and obligations shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned or otherwise transferred
by either party hereto, without the prior written consent of the other party,
which consent shall not be unreasonably withheld; provided, however, that
Investor Services Group may, in its sole discretion and upon notice to the Fund,
assign all its right, title and interest in this Agreement to an affiliate,
parent or subsidiary, or to the purchaser of substantially all of its business.
Investor Services Group may, in its sole discretion, engage subcontractors to
perform any of the obligations contained in this Agreement to be performed by
Investor Services Group provided that Investor Services Group shall remain
responsible to the Fund for the actions and omissions of such subcontractors as
if Investor Services Group had provided such services to the Fund.

Article 18 Arbitration.
------------

18.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in San Francisco, California in accordance with
its applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.

18.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.

18.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 18.

Article 19 Notice.
-------

Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund or Investor Services Group, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.

<PAGE> 13

To the Fund:

Polynous Trust
345 California Street, Suite 1220
San Francisco, California 94104

Attention: Kevin L. Wenck, President

To Investor Services Group:

First Data Investor Services Group, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581
Attention: President

with a copy to Investor Services Group's General Counsel

Article 20 Governing Law/Venue.
--------------------

The laws of the State of California, excluding the laws on conflicts of
laws, shall govern the interpretation, validity, and enforcement of this
agreement. All actions arising from or related to this Agreement shall be
brought in the state and federal courts sitting in the City of San Francisco,
and Investor Services Group and the Fund hereby submit themselves to the
exclusive jurisdiction of those courts.

Article 21 Counterparts.
-------------

This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.

Article 22 Captions.
---------

The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

<PAGE> 14

Article 23 Publicity.
----------

Neither Investor Services Group nor the Fund shall release or publish
news releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without the prior
review and written approval of the other party; provided, however, that either
party may make such disclosures as are required by legal, accounting or
regulatory requirements after making reasonable efforts in the circumstances to
consult in advance with the other party.

Article 24 Relationship of Parties/Non-Solicitation.
-----------------------------------------

24.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.

24.2 During the term of this Agreement and for one (1) year afterward,
the Fund shall not recruit, solicit, employ or engage, for the Fund or others,
Investor Services Group's employees.

Article 25 Entire Agreement; Severability.
-------------------------------

25.1 This Agreement, including Schedules, Addenda, and Exhibits hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or condition of the Agreement
shall be valid unless in writing signed by each party. No such writing shall be
effective as against Investor Services Group unless said writing is executed by
a Senior Vice President, Executive Vice President, or President of Investor
Services Group. A party's waiver of a breach of any term or condition in the
Agreement shall not be deemed a waiver of any subsequent breach of the same or
another term or condition.

25.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.

<PAGE> 15

Article 26 Miscellaneous.
--------------

The Fund and Investor Services Group agree that the obligations of the
Fund under the Agreement shall not be binding upon any of the Board Members,
Shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Fund individually, but are binding only upon the assets and
property of the Fund, as provided in the Articles of Incorporation. The
execution and delivery of this Agreement have been authorized by the Board
Members of the Fund, and signed by an authorized officer of the Fund, acting as
such, and neither such authorization by such Board Members nor such execution
and delivery by such officer shall be deemed to have been made by any of them or
any Shareholder of the Fund individually or to impose any liability on any of
them or any shareholder of the Fund personally, but shall bind only the assets
and property of the Fund as provided in the Articles of Incorporation.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.

POLYNOUS TRUST

By: /s/ Kevin L. Wenck
---------------------------
Kevin L. Wenck
Title: President

FIRST DATA INVESTOR SERVICES GROUP, INC.

By: /s/ Kenneth J. Kempf
---------------------------

Title: Senior Vice Pesident
---------------------------

<PAGE> 16

SCHEDULE "A"
-----------

IDENTIFICATION OF PORTFOLIOS
----------------------------

Below are listed the separate Portfolios of Polynous Trust to which services
under this Agreement are to be performed as of the Execution Date of this
Agreement.

POLYNOUS TRUST
--------------

Polynous Growth Fund

This Schedule AA may be amended from time to time by agreement of the Parties.

<PAGE> 17

SCHEDULE "B"
-----------

SERVICES TO BE PROVIDED BY INVESTOR SERVICES GROUP
TO POLYNOUS TRUST (THE "FUND") ON BEHALF OF
POLYNOUS GROWTH FUND (THE "PORTFOLIO")

Investor Services Group will (i) provide its own office space, facilities,
equipment and personnel for the performance of its duties under this Agreement;
and (ii) take all actions it deems necessary to properly execute its
responsibilities hereunder.

1. SERVICES RELATED TO ADMINISTRATIVE SERVICES
-------------------------------------------

I. Regulatory Compliance

A. Compliance - Federal Investment Company Act of 1940

1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts
d. distribution (12b-1) plans
e. administration contracts
f. accounting contracts
g. custody administration contracts
h. transfer agent and shareholder services

2. Filings
a. N-SAR (semi-annual report)
b. N-1A (prospectus), post-effective amendments and supplements
("stickers")
c. 24f-2 indefinite registration of shares
d. filing fidelity bond under 17g-1
e. filing shareholder reports under 30b2-1

3. Annual up-dates of biographical information and questionnaires for
Directors/Trustees and Officers

II. Corporate Business and Shareholder/Public Information

A. Directors/Trustees/Management

1. Preparation of meetings
a. agendas - all necessary items of compliance
b. prepare package of board materials, including resolutions
c. arrange and conduct meetings
d. prepare minutes of meetings
e. keep attendance records
f. maintain corporate records/minute book

<PAGE> 18

B. Coordinate Proposals

1. Printers

2. Auditors

3. Literature fulfillment

4. Insurance

C. Maintain Corporate Calendars and Files

D. Release Corporate Information

1. To shareholders

2. To financial and general press

3. To industry publications
a. distributions (dividends and capital gains)
b. tax information
c. changes to prospectus
d. letters from management
e. Fund performance

4. Respond to:
a. financial press
b. miscellaneous shareholders inquiries
c. industry questionnaires

E. Communications to Shareholders

1. Coordinate printing and distribution of annual, semi-annual reports,
proxy statements and prospectus

III. Financial and Management Reporting

A. Income and Expenses

1. Monitoring of expense accruals, budgets, expense payments and
expense caps

2. Approve and coordinate payment of expenses

3. Establish Fund's operating expense checking account and perform
monthly reconciliation of checking account

<PAGE> 19

4. Calculation of advisory fee, 12b-1 fee and reimbursements to Fund,
(if applicable)

5. Authorize the recording and amortization of organizational costs
and pre-paid expenses (supplied by Advisor), for start-up funds
and reorganizations

6. Calculation of average net assets

7. Expense ratios calculated

B. Distributions to Shareholders

1. Calculations of dividends and capital gain distributions (in
conjunction with the Fund and their auditors)
a. compliance with income tax provisions
b. compliance with excise tax provisions
c. compliance with Investment Company Act of 1940

2. Book/Tax identification and adjustments at required distribution
periods (in conjunction with the Fund's auditors)

C. Financial Reporting

1. Liaison between Fund management, independent auditors and printers
for semi-annual and annual shareholder reports

2. Preparation of semi-annual and annual reports to shareholders

3. Preparation of semi-annual and annual NSAR's (Financial Data)

4. Preparation of Financial Statements for required SEC Post
Effective filings (if applicable)

5. Preparation of required performance graph (annually) (based on
Advisor supplied indices)

D. Subchapter M Compliance (monthly)

1. Asset diversification and gross income tests

E. Other Financial Analyses

1. Upon request from Fund management, other budgeting and analyses
can be constructed to meet a Fund's specific needs (additional
fees may apply)

2. Sales information, portfolio turnover (monthly)

3. Work closely with independent auditors on tax reporting schedules
prepared by Investor Services Group on return of capital
presentation, excise tax calculation

<PAGE> 20

4. Performance (total return) calculation (monthly)

5. 1099 Miscellaneous - prepared and filed for Directors/Trustees
(annual)

6. Analysis of interest derived from various Government obligations
(annual) (if interest income was distributed in a calendar year)

7. Analysis of interest derived, by state, for Municipal Bond Funds

8. Review and characterize 1099-Dividend Forms

9. Prepare and coordinate with printer the printing and mailing of
1099-Dividend Insert Cards

F. Review and Monitoring Functions (monthly)

1. Review expense and reclassification entries to ensure proper
update

2. Perform various reviews to ensure accuracy of Accounting (the
monthly expense analysis) and Custody (review of daily bank
statements to ensure accurate expense money movement for expense
payments)

3. Review accruals, budgets and expenditures (where applicable)

G. Preparation and distribution of monthly operational reports to
management by 10th business day

1. Management Statistics (Recap)
a. portfolio summary
b. book gains/losses/per share
c. net income, book income/per share
d. capital stock activity
e. distributions

2. Performance Analysis (faxed to Fund 1st workday of month)
a. total return
b. monthly, quarterly, year to date, average annual

3. Expense Analysis
a. schedule
b. summary of due to/from advisor
c. expenses paid
d. expense cap
e. accrual monitoring
f. advisory fee

<PAGE> 21

4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value

5. Asset Diversification and Gross Income Tests
a. gross assets
b. non-qualifying assets
c. gross income test

6. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment

H. Provide rating agencies statistical data as requested
(monthly/quarterly)

I. Standard schedules for Board Package (Quarterly)

1. Activity Summary (III-G-7 from above)

2. Expense analysis

3. Other schedules can be provided (additional fees may apply)

IV. Blue Sky Administration

A. Sales Data

1. Receive daily sales figures from Price Waterhouse Blue 2 System.

2. Receive daily sales figures broken down by state from Charles
Schwab or other mutual fund marketplaces (if applicable).

3. Produce daily warning report for sales in excess of pre-determined
percentage.

4. Analysis of all sales data to determine trends within any state.

B. Filings

1. Produce and mail the following required filings:

a. Initial Filings - produce all required forms including
notification of SEC Effectiveness.
b. Renewals - produce all renewal documents and mail to states,
includes follow-up to ensure all is in order to continue
selling in states.

<PAGE> 22

c. Sales Reports - produce all relevant sales reports for the
states and complete necessary documents to properly file sales
reports with states.
d. Prospectus Filings - file all copies of Definitive SAI &
Prospectuses with the states which require notification.
e. Post-Effective Amendment Filing - file all Post-Effective
Amendments with the states which require notification, as well
as, any other required documents.

2. On demand additional states - complete filing for any states that
the Fund would like to add. This includes all of the items in
1(a).

3. Amendments to current permits - file in a timely manner any
amendment to registered share amounts.

4. Update and file hard copy of all data pertaining to individual
permits.

C. Consulting and Analysis - Investor Services Group will supply the Fund
with the most current fee structure for each state and help the Fund
decide what course of action to take in each state to minimize the
amount of money spent on Blue Sky Registration.

2. SERVICES RELATED TO SHAREHOLDERS AND SHARE TRANSACTIONS
-------------------------------------------------------

A. Shareholder File

1. Establish new accounts and enter demographic data into shareholder
base. Includes in-house processing and National Securities
Clearing Corporation (NSCC) - Fund/SERV and/or Networking
transmissions.

2. Create Customer Information File (CIF) to link accounts within the
Fund and across Portfolios within the Fund Group. Facilitates
account maintenance, lead tracking, quality control, household
mailings and combined statements.

3. 100% quality control of new account information including
verification of initial investment.

4. Maintain account and customer file records based on shareholder
request and routine quality review.

5. Maintain tax ID certification and Non Resident Agent (NRA) records
for each account, including backup withholding.

6. Provide written confirmation of address changes.

7. Produce shareholder statements for daily activity, dividends,
on-request, interested party and periodic mailings.

<PAGE> 23

8. Establish and maintain dealer file by Fund Group, including
dealer, branch, representative number and name.

9. Automated processing of dividends and capital gains with daily,
monthly, quarterly or annual distributions. Payment options
include reinvestment, directed payment to another fund, cash via
mail, Fed wire or ACH.

10. Image all applications, account documents, data changes,
correspondence, monetary transactions and other pertinent
shareholder documents.

B. Shareholder Services

1. Provide quality service through a staff of highly trained NASD
licensed customer service personnel, including phone, research and
correspondence representatives.

2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases,
redemptions, exchanges, systematic withdrawals, pre-authorized
drafts, Fund/SERV and wire order trades, problem solving and
process telephone transactions.

3. Silent monitoring of telephone representative calls by the phone
supervisor during live conversations to ensure exceptional
customer service.

4. Record and maintain tape recordings of all shareholder calls for a
six month period.

5. Phone supervisor produces daily management reports of shareholder
calls which include tracking volume, call length, average wait
time and abandoned call rates to ensure quality service.

6. Phone representatives are thoroughly trained through in-house
training programs on the techniques of providing exceptional
customer service.

7. Customer inquiries received by letter or telephone are researched
by a correspondence team. These inquires include such items as
account/customer file information, complete historical account
information, stop payments on checks, transaction details and lost
certificates.

8. Provide written correspondence in response to shareholder
inquiries and request through the CORRO Letter Writer system.
Whenever possible, unclear shareholder instructional letters are
handled by a phone call to the shareholder from Investor Services
Group's phone representatives to avoid delay in processing of the
request.

C. Investment Processing

1. Establish and maintain Rights of Accumulation and Letter of Intent
files

2. Initial investment

<PAGE> 24

3. Subsequent investments processed through lock box

4. Pre-authorized investments (PAD) through ACH system

5. Government allotments through ACH system

6. Wire order and NSCC - Fund/SERV trades

7. Prepare and process daily bank deposit of shareholder investments

D. Redemption Processing

1. Process mail redemption requests

2. Process telephone redemption transactions

3. Establish Systematic Withdrawal file and process automated
transactions on monthly basis

4. Provide wire order and NSCC - Fund/SERV trade processing

5. Distribute redemption proceeds to shareholder by check, wire or
ACH processing

E. Exchange & Transfer Processing

1. Process legal transfers

2. Process ACATS transfers

3. Issue and cancel certificates

4. Replace certificates through surety bonds (separate charge to
shareholder)

5. Process exchange transactions (letter and/or telephone requests)

F. Retirement Plan Services

1. Fund sponsored IRAs offered using Semper Trust Company as
custodian. Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify IRA holders of 70 2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file

<PAGE> 25

i. Solicit birth date information

2. Fund sponsored SEP-IRA plans offered using Semper Trust Company as
custodian. Services include those listed under IRAs and: a.
Identification of employer contributions

G. Commission Processing

1. Settlement and payment of dealer commission fees on the 10th and
25th of each month for front end load funds

2. Settlement and payment of CDSC fees on the 1st of each month for
back end load funds

3. Monthly calculation of 12(b)-1 fee accruals and payment to the
Fund distributor

4. Quarterly transmittal of accrued 12(b)-1 fee payables

H. Settlement & Control

1. Daily review of processed shareholder transactions to assure input
was processed correctly. Accurate trade activity figures passed to
Investor Services Group.

2. Preparation of daily cash movement sheets to be passed to Investor
Services Group and Custodian Bank for use in determining the
Fund's daily cash availability.

3. Prepare a daily share reconcilement which balances the shares on
the Transfer Agent system to those on the books of the Fund.

4. Resolve any outstanding share or cash issues that are not cleared
by trade date + 2.

5. Process shareholder adjustments to also include the proper
notification of any booking entries needed, as well as any
necessary cash movement.

6. Settlement and review of the Fund's declared dividends and capital
gains will include the following:
a. Review of record date report for accuracy of shares
b. Prepare dividend settlement report after dividend is posted
c. Verify the posting date shares, the rate used and the NAV price
of reinvest date to ensure dividend was posted properly
d. Distribute copies to Investor Services Group
e. Prepare the checks prior to being mailed
f. Send any dividends via wire, if requested
g. Prepare cash movement sheets for the cash portion of the
dividend payout on payable date

7. Placement of stop payments on dividend and liquidation checks as
well as the issuance of their replacements.

<PAGE> 26

8. Maintain inventory control for stock certificates and dividend
check form.

9. Aggregate tax filings for all Investor Services Group clients.
Monthly deposits are made to the IRS for all taxes withheld from
shareholder disbursements, distributions and foreign account
distributions. Correspond with the IRS concerning any of the above
issues.

10. Timely settlement and cash movement for all NSCC - Fund/SERV
activity.

I. Year-End Processing

1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid tax IDs. This includes initiating 31%
backup withholding and notifying shareholders of their tax status
and the corrective action which is needed.

2. Conduct annual W-9 solicitation of all uncertified accounts.
Update account tax status to reflect backup withholding or
certified status depending upon responses.

3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.

4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of
forms to ensure compliance.

5. Coordinate year-end activity with client. Activities include
producing year-end statements, scheduling record dates for
year-end dividends and capital gains, production of combined
statements and printing of inserts to be mailed with tax forms.

6. Distribute Dividend Letter to Portfolios to sign off on all
distributions paid year-to-date. Dates and rates must be
authorized so that they can be used for reporting to the IRS.

7. Coordinate the ordering of forms and envelopes from vendors in
preparation of tax reporting. Compare forms with IRS requirements
to ensure accuracy. Upon receipt of forms and envelopes, allocate
space for storage.

8. Prepare form flashes for the microfiche vendor. Test and oversee
the production of fiche for year-end statements and tax forms.

9. Match and settle tax reporting totals to Fund records and on-line
data from INVESTAR.

10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year-end
valuations. Quality assure forms before mailing to shareholders.

<PAGE> 27

11. Monitor IRS deadlines and special events such as crossover
dividends and prior year IRA contributions.

12. Prepare magnetic tapes and appropriate forms for the filing of all
reportable activity to the IRS.

J. Client Services

1. An Account Manager is assigned to each relationship and is the
liaison between the Fund and Investor Services Group.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and
follow-up and constant Fund interaction on daily operational
issues.

Specifically:
a. Scheduling of dividends, proxies, report mailings and special
mailings
b. Coordinating with the Fund the shipment of materials for
scheduled mailings
c. Acting as liaison between the Fund and support services for
preparation of proofs and eventual printing of statement forms,
certificates, proxy cards, envelopes, etc.
d. Handling all notification to the client regarding proxy
tabulation through the meeting coordinate scheduling of
materials, including voted cards, tabulation letters and
shareholder list to be available for the meeting
e. Ordering special reports, tapes and/or discs for special
systems requests received f. Implementing new operational
procedures, i.e., check writing feature, load discounts,
minimum waivers, sweeps, telephone options, PAD promotions,
etc.
g. Coordinating with systems, services and operations, special
events, i.e., mergers, new fund start ups, small account
liquidations, combined statements, household mailings,
additional mail files
h. Preparing standard operating procedures and review prospectuses
- coordinate implementation of suggested changes with the Fund
i. Acting as liaison between the Fund and Investor Services Group
regarding all service and operational issues
j. Daily faxing of Daily Activity Register and New Account Report
to client or equivalent reports.

2. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at
the Fund's direction

K. Other Related Services (not included in this Agreement)

1. Systematic linkage of shareholder accounts with exact matches on
SSN and address for the purpose of consolidated account history
reporting. Periodic production of laser printed combined
statements.

2. Production of household mailing labels which enable the Fund to do
special mailings to each address in the Fund Group rather than
each account.

<PAGE> 28

3. Produce shareholder lists, labels and ad hoc reports to Fund
management as requested.

4. BROKERCONNECT(SM) -- Automated system to send Fund marketing
materials to the desktop of all registered reps at a particular
broker/dealer.

5. IMPRESSPlus -- Contact management system using imaging technology.

6. IMPRESSNet -- Internet interface for shareholder inquiry and
transactions.

7. DAZL -- Automated system to provide daily account information
including share balances to the financial planning community.

8. DCXchange -- An electronic interface with all major 401(k) record
keepers which allows for same day exchanges between funds of
different management companies.

9. Surpass -- Asset allocation/wrap product capability.

3. SERVICES RELATED TO PORTFOLIO VALUATION AND MUTUAL FUND ACCOUNTING
------------------------------------------------------------------

All financial data provided to, processed and reported by Investor Services
Group under this Agreement shall be in United States dollars. Investor Services
Group's obligation to convert, equate or deal in foreign currencies or values
extends only to the accurate transposition of information received from the
various pricing and information services.

A. Daily Accounting Services

1. Calculate Net Asset Value ("NAV") and Public Offering Price Per Share
("POP"):

Portfolio Level
X Update the daily market value of securities held by the Fund using
Investor Services Group's standard agents for pricing U.S. equity and
bond securities as approved by the Board of Directors. The U.S. equity
pricing services are Reuters, Inc., Muller Data Corporation, J.J. Kenny
Co., Inc. and Interactive Data Corporation (IDC). Muller Data, Dow Jones
Markets (formerly Telerate Systems, Inc.), J.J. Kenny Co., Inc.,
Municipal Market Data and IDC are also used for bond and money market
prices/yields. Bloomberg is available and used for price research.
X Enter limited number of manual prices supplied by the Fund and/or broker.
X Review variance reporting on-line and in hard copy for price changes in
individual securities using variance levels established by the Fund.
Verify U.S. dollar security prices exceeding variance levels by notifying
the Fund and pricing sources of noted variances.
X Review for ex-dividend items indicated by pricing sources; trace to
Fund's general ledger for agreement.

Portfolio and Each Class
X Allocate daily unrealized Portfolio appreciation/depreciation to classes
based upon value of outstanding class shares.

X Prepare NAV proof sheets. Review components of change in NAV for
reasonableness.

<PAGE> 29

Complete Portfolio and class control proofs.
<PAGE> 30

X Communicate pricing information (NAV) to the Fund, Investor Services
Group and electronically to NASDAQ.

2. Determine and Report Cash Availability to the Fund by approximately 9:30 a.m.
Eastern Time:

Portfolio Level
X Receive daily cash and transaction statements from the Custodian by 8:30
a.m. Eastern time.
X Receive previous day shareholder activity reports from Investor Services
Group by 8:30 a.m. Eastern time. Class level shareholder activity will be
accumulated into the Fund's available cash balances.
X Fax hard copy cash availability calculations with all details to the
Fund.
X Supply the Fund with 3-day cash projection report.
X Prepare daily bank cash reconciliations. Notify the Custodian and the
Fund of any reconciling items.
X For Money Market Funds, Investor Services Group will also supply the Fund
with receipt of timely cash information.

3. Reconcile and Record All Daily Expense Accruals:

Portfolio Level
X Accrue expenses based on budget supplied by the Fund either as percentage
of net assets or specific dollar amounts.
X If applicable, monitor expense limitations established by the Fund.
X If applicable, accrue daily amortization of organizational expense.
X If applicable, complete daily accrual of 12b-1 expenses.

Portfolio and Each Class
X Class specific accruals completed such as daily accrual of 12b-1
expenses.
X Allocate Fund expenses to classes based upon value of outstanding class
shares.

4. Verify and Record All Daily Income Accruals for Debt Issues:

Portfolio Level
X Review and verify all system generated Interest and Amortization reports.
X Establish unique security codes for bond issues to permit segregated
trial balance income reporting.

Portfolio and Each Class
X Allocate Fund income to classes based upon value of outstanding class
shares.

5. Monitor Securities Held for Cash Dividends, Corporate Actions and Capital
Changes such as splits, mergers, spinoffs, etc. and process appropriately.

Portfolio Level

<PAGE> 31

X Monitor electronically received information from pricing vendors for all
domestic securities.
X Review current daily security trades for dividend activity.
X Monitor collection and postings of corporate actions, dividends and
interest.

Portfolio and Each Class
X Allocate Fund dividend income to classes based upon value of outstanding
class shares.

6. Enter All Security Trades on Accounting System based on written
instructions from the Fund's Advisor.

Portfolio Level
X Review system verification of trade and interest calculations.
X Verify settlement through statements supplied by the Custodian.
X Maintain security ledger transaction reporting.
X Maintain tax lot holdings.
X Determine realized gains or losses on security trades.
X Provide broker commission reporting.

Portfolio and Each Class
X Allocate all Fund level realized and unrealized capital gains/losses to
classes based upon value of class outstanding shares.

7. Enter All Fund Share Transactions on Accounting System:

Each Class
X Process activity identified on reports supplied by Investor Services
Group.
X Verify settlement through statements supplied by the Custodian.
X Reconcile to Investor Services Group's report balances.
X Roll each classes' capital share values into Fund and determine
allocation percentages based upon the value of each classes' outstanding
shares to the Fund total.

8. Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance (listing
all asset, liability, equity, income and expense accounts).

Portfolio Level
X Post manual entries to the general ledger.
X Post Custodian activity. C Post security transactions.
X Post and verify system generated activity, i.e. income and expense
accruals.

Portfolio and Each Class
X Prepare Fund's general ledger net cash proof used in NAV calculation.
X Post class specific shareholder activity and roll values into Fund.

<PAGE> 32

X Allocate all Fund level net cash accounts on the Fund trial balance to
each specific class based upon value of class outstanding shares.
X Maintain allocated Trial Balance accounts on class specific Allocation
Reports.
X Maintain class-specific expense accounts.
X Prepare class-specific proof/control reports to ensure accuracy of
allocations.

9. Review and Reconcile with Custodian Statements:

Portfolio Level
X Verify all posted interest, dividends, expenses and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to the
Custodian).
X Post all cash settlement activity to the trial balance.
X Reconcile to ending cash balance accounts.
X Clear subsidiary reports with settled amounts.
X Track status of past due items and failed trades as reported by the
Custodian.

10. Submission of Daily Accounting Reports to the Fund: (Additional reports
readily available)

Portfolio Level
X Portfolio Valuation (listing inclusive of holdings, costs, market values,
unrealized appreciation/depreciation and percentage of portfolio
comprised of each security).
X Cash availability.
X 3-Day Cash Projection Report.

Portfolio and Each Class
X Fund Trial Balance and Class Allocation Report.
X NAV Calculation Report.

B. Monthly Accounting Services

1. Full Financial Statement Preparation (automated Statements of Assets and
Liabilities, of Operations and of Changes in Net Assets) and submission to
the Fund by 10th business day.

X Class specific capital share activity and expenses will be disclosed
also.

2. Submission of Monthly Automated Accounting Reports to the Fund:

Portfolio Level
X Security Purchase/Sales Journal.
X Interest and Maturity Report.
X Brokers Ledger (Commission Report).
X Security Ledger Transaction Report with Realized Gains/Losses.
X Security Ledger Tax Lot Holdings Report.
X Additional reports available upon request.

<PAGE> 33

3. Reconcile Accounting Asset Listing to Custodian Asset Listing:

Portfolio Level
X Report any security balance discrepancies to the Custodian/the Fund.

4. Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:

Portfolio Level
X Security cost and realized gains/losses.
X Interest/dividend receivable and income.
X Payable/receivable for securities purchased and sold.

Portfolio and Each Class
X Payable/receivable for fund shares; issued and redeemed.
X Expense payments and accruals analysis.

5. If Appropriate, Prepare and Submit to the Fund (additional fees may apply):

Portfolio Level
X Income by state reporting.
X Standard Industry Code Valuation Report.
X Alternative Minimum Tax Income segregation schedule.
X SEC yield reporting (non-money market funds with domestic and ADR
securities only).

C. Annual (and Semi-Annual) Accounting Services

1. Annually assist and supply Fund's auditors with schedules supporting
securities and shareholder transactions, income and expense accruals, etc.
for each Portfolio and each Class during the year in accordance with
standard audit assistance requirements.

2. Provide N-SAR Reporting (Accounting Questions) on a Semi-Annual Basis:

If applicable for Portfolio and Classes, answer the following items: 2,
12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63, 64B,
71, 72, 73, 74, 75 and 76

D. Accounts and Records

On each day the New York Stock Exchange is open for regular trading and
subject to the proper receipt (via Oral or Written Instructions) by
Investor Services Group of all information required to fulfill its duties
under this Agreement, Investor Services Group will maintain and keep
current the following Accounts and Records and any other records required
to be kept pursuant to Rule 31a-1 of the Act relating to the business of
the Portfolios in such form as may be mutually agreed upon between the Fund
and Investor Services Group:

<PAGE> 34

(1) Net Asset Value Calculation Reports;
(2) Cash Receipts Report;
(3) Cash Disbursements Report;
(4) Dividends Paid and Payable Schedule;
(5) Purchase and Sales Journals - Portfolio Securities;
(6) Subscription and Redemption Reports;
(7) Security Ledgers - Transaction Report and Tax Lot Holdings
Report;
(8) Broker Ledger - Commission Report;
(9) Daily Expense Accruals;
(10) Daily Interest Accruals;
(11) Daily Trial Balance;
(12) Portfolio Interest Receivable and Income Reports;
(13) Portfolio Dividend Receivable and Income Reports;
(14) Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security; and
(15) Average Daily Net assets provided on monthly basis.

E. Protocol concerning accuracy of Pricing Portfolio Securities

Investor Services Group shall perform the ministerial calculations
necessary to calculate the net asset value each day that the New York
Stock Exchange is open for business, in accordance with; (i) the current
Prospectus and Statement of Additional Information for each Portfolio,
and (ii) procedures with respect thereto approved by the Board of
Directors and supplied in writing to Investor Services Group. Portfolio
items for which market quotations are available by Investor Services
Group's use of an automated financial information service (the 'Service')
shall be based on the closing prices of such Service except where a
Portfolio has given or caused to be given specific Written or Oral
Instructions to utilize a different value subject to the appropriate
provisions in each Portfolio's Prospectus and Statement of Additional
Information then in effect. All of the portfolio securities shall be
given such values as the applicable Portfolio provides by Written or Oral
Instructions including all restricted securities and other securities
requiring valuation not readily ascertainable solely by such Service
subject to the appropriate provisions in the Portfolio's Prospectus and
Statement of Additional Information then in effect.

Investor Services Group will have no responsibility or liability for (i)
the accuracy of prices quoted by such Service; (ii) the accuracy of the
information supplied by a Portfolio; or (iii) any loss, liability,
damage, or cost arising out of any inaccuracy of such data. Investor
Services Group will have no responsibility or duty to include information
or valuations to be provided by a Portfolio in any computation unless and
until it is timely supplied to Investor Services Group in usable form.
Investor Services Group will record corporate action information as
received from the Custodians, the Service or a Portfolio. Investor
Services Group will not have any duty to gather or record corporate
action information not supplied by these sources.

Investor Services Group will assume no liability for price changes caused
by the Advisor or any subadvisor, Custodian, suppliers of security
prices, corporate action and dividend information, or any party other
than Investor Services Group itself.

<PAGE> 35

F. Protocol regarding Receipt of Instructions

For all purposes under this Agreement, Investor Services Group is
authorized to act upon receipt of the first of any Written or Oral
Instruction it receives from the Fund on behalf of a Portfolio or its
agents on behalf of the Fund. In cases where the first instruction is an
Oral Instruction that is not in the form of a document or written record,
a confirmatory Written Instruction or Oral Instruction in the form of a
document or written record will be delivered, and in cases where Investor
Services Group receives an Instruction, whether Written or Oral, to enter
a portfolio transaction on the records, the Fund will cause the
broker/dealer to send a written confirmation to the Custodian. Investor
Services Group will be entitled to rely on the first Oral or Written
Instruction received and any act or omission undertaken in compliance
therewith will be free of liability and fully indemnified and held
harmless by the applicable Portfolio, provided, however, that in the
event a Written or Oral Instruction received by Investor Services Group
is countermanded by a subsequent Written or Oral Instruction received by
Investor Services Group prior to acting upon such countermanded
Instruction, Investor Services Group will act upon such subsequent
Written or Oral Instruction. The sole obligation of Investor Services
Group with respect to any follow-up or confirmatory Written Instruction
or Oral Instruction in documentary or written form will be to make
reasonable efforts to detect any such discrepancy between the original
Instruction and such confirmation and to report such discrepancy to the
applicable Portfolio. The Portfolio will be responsible, at the
Portfolio's expense, for taking any action, including any reprocessing,
necessary to correct any discrepancy or error. To the extent such action
requires Investor Services Group to act, the Fund will give Investor
Services Group specific Written Instruction as to the action required.

G. Basic Assumptions:
The Fund Accounting Fees as set forth in Schedule "C" are based on the
following assumptions. To the extent these assumptions are inaccurate or
requirements change, fee revisions may be necessary.

1. The Fund's portfolio asset composition will be primarily small to mid-cap
equity securities. Trading activity is expected to be light (50-60 trades
per month). The Portfolio will hold approximately 40-50 issues.

2. The Fund has a tax year-end which coincides with its fiscal year-end. No
additional accounting requirements are necessary to identify or maintain
book-tax differences. Investor Services Group does not provide security
tax accounting which differs from its book accounting under this fee
schedule.

3. The Fund agrees to the use of Investor Services Group's standard current
pricing services for domestic equity, debt, ADR and foreign securities
and cause such services to be approved by the Board of Directors.

It is assumed that Investor Services Group will work closely with the
Fund to ensure the accuracy of the Fund's NAV and to obtain the most
satisfactory pricing sources and specific methodologies. The Fund will
establish security variance procedures to minimize NAV miscalculations.

<PAGE> 36

4. To the extent the Fund requires a limited number of daily security prices
from specific brokers (as opposed to pricing information received
electronically), these manual prices will be obtained by the Fund's
Advisor and faxed to Investor Services Group by 4:00 p.m. Eastern time
for inclusion in the NAV calculations. The Advisor will supply Investor
Services Group with the appropriate pricing contacts for these manual
quotes.

5. Investor Services Group will supply weekly Portfolio Valuation Reports to
the Fund's Advisor identifying current security positions,
original/amortized cost, security market values and changes in unrealized
appreciation/depreciation. It will be the responsibility of the Advisor
to review these reports and to promptly notify Investor Services Group of
any possible problems, trade discrepancies, incorrect security prices or
corporate action/capital change information that could result in a
misstated NAV.

6. The Fund does not currently expect to invest in Open-end Regulated
Investment Company's (RIC's), Swaps, Futures, Hedges, Derivatives or
foreign (non-U.S. dollar denominated) securities and currency. To the
extent these investment strategies should change, additional fees may
apply after the appropriate procedural discussions have taken place
between Investor Services Group and the Fund. (Two weeks advance notice
is required should the Fund commence trading in these investments.)

7. Investor Services Group will use the ICI/NAREIT Tracking System along
with Bloomberg to obtain receipt of complete and accurate information on
REITs. The Advisor will also supply/support Investor Services Group in
timely receipt of dividend information and return of capital
characterization for the REITs held in the Fund, if not available from
the ICI or Bloomberg systems.

To the extent applicable, Investor Services Group will maintain on a
daily basis U.S. dollar-denominated qualified covered call options and
index options reporting on the daily Trial Balance and value the
respective options and underlying positions. This Agreement does not
provide for tax classifications if they are required.

8. The Fund is responsible for the establishment and monitoring of any
segregated accounts pertaining to any line of credit for temporary
administrative purposes, and/or leveraging/hedging the portfolio.
Investor Services Group will reflect appropriate trial balance account
entries for interest expense accrual charges on the daily trial balance
adjusting as necessary at month-end.

9. If the Fund commences participation in security lending or short sales
within its portfolio securities, additional fees may apply. Should the
Fund require these additional services, procedural discussions must take
place between Investor Services Group and the Fund's Advisor to clarify
responsibilities. (Two weeks advance notice to Investor Services Group is
required should the Fund desire to participate in the above.)

10. The following specific deadlines will be met and complete information
will be supplied by the Fund in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.

<PAGE> 37

The Fund will direct its Advisor to provide Trade Authorization Forms to
Investor Services Group with the appropriate officer's signature on all
security trades placed by the Fund no later than 12:30 p.m. Eastern time
on settlement/value date for short term money market securities issues
(assuming that trade date equals settlement date); and by 11:00 a.m.
Eastern time on trade date plus one for non-money market securities.
Receipt by Investor Services Group of trade information within these
identified deadlines may be made via telex, fax or on-line system access.
The Advisor will supply Investor Services Group with the trade details in
accordance with the above stated deadlines.

The Advisor will provide all information required by Investor Services
Group, including CUSIP/Sedol numbers and/or ticker symbols for all trades
on the Trade Authorization, telex or on-line support. Investor Services
Group will supply the Advisor with recommended trade ticket documents to
minimize receipt of incomplete information. Investor Services Group will
not be responsible for NAV changes or distribution rate adjustments that
result from incomplete trade information.

11. To the extent the Fund utilizes purchases in-kind (U.S. dollar
denominated securities only) as a method for shareholder subscriptions,
Investor Services Group will provide the Fund with procedures to properly
handle and process such transactions. Should the Fund prefer procedures
other than those provided by Investor Services Group, additional fees may
apply. Discussions shall take place at least two weeks in advance between
Investor Services Group and the Fund to clarify the appropriate in-kind
operational procedures to be followed.

12. The Fund Accounting fees assume that Investor Services Group will provide
Transfer Agency and Custody Administration Services.

4. SERVICES RELATED TO CUSTODY ADMINISTRATION
------------------------------------------

X Assign a custody administrator to accept, control and process the Fund's
daily portfolio transactions through direct computer link with the
Custodian.

X Match and review DTC eligible ID's and trade information with the Fund's
instructions for accuracy and coordinating with the Custodian and
Investor Services Group for recording and affirmation processing with the
depository.

X Systematically settle all depository eligible issues. Transactions
requiring physical delivery will be settled through the Custodian's New
York office.

X Assist the Fund in placing cash management trades through Custodian, such
as commercial paper, CD's and repurchase agreements.

X Provide Investor Services Group and the Advisor with daily custodian
statements reflecting all prior day cash activity on behalf of each
portfolio by 8:30 a.m. Eastern time. Complete descriptions of any
posting, inclusive of Sedol/CUSIP numbers, interest/dividend payment
date, capital stock details, expense authorizations, beginning/ending
cash balances, etc., will be provided by the Custodian's reports or
system.

<PAGE> 38

X Provide monthly activity statements combining both cash changes and
security trades, and a full portfolio listing.

X Communicate to the Fund and Investor Services Group on any corporate
actions, capital changes and interest rate changes supported by
appropriate supplemental reports received from the Custodian. Follow-up
will be made with the Custodian to ensure all necessary actions and/or
paperwork is completed.

X Work with Investor Services Group and the Custodian on monthly asset
reconciliations.

X Coordinate and resolve unsettled dividends, interest, paydowns and
capital changes. Assist in resolution of failed transactions and any
settlement problems.

X Arrange for securities lending, lines of credit and/or letters of credit
through the Custodian.

X Provide automated mortgage-backed processing through the Custodian.

X Provide broker interface ensuring trade settlement with fail trade
follow-up.

X Provide the Fund's auditors with trade documentation to help expedite the
Fund's audit.

<PAGE> 39

SCHEDULE "C"
--------

FEE SCHEDULE

(All fees are quoted for a period of 90 days and will be for a term of two (2)
years from effective date, a third year term will be offered at fees that shall
be increased at a rate that is less than or equal to 5%.)

I. Fees Related to Fund Start-Up

$10,000 to create a new class of shares
$12,000 to create new Portfolios

II. Fees Related to Fund Administration (1/12th payable monthly)

.0015 On the First $ 50 Million of Average Net Assets
.0010 On the Next $ 50 Million of Average Net Assets
.0005 Over $100 Million of Average Net Assets

The above fee schedule is applicable to TOTAL NET ASSETS of all
Portfolio portfolios within a group. Annual minimum fees are $55,000
for the initial Portfolio first class of shares and $12,000 for each
additional separate Portfolio or class.

Blue Sky Administration fee of $150 per permit/per state/per year is
WAIVED.

III. Fees Related to Shareholder Servicing (1/12th payable monthly)

A. $20.00 per account per year per portfolio
FRONT-END LOAD (CLASS A SHARES)

$20.00 per account per year
Minimum monthly fee - $2,250 per portfolio

Note: The front-end load minimum will be reduced to $2,000 monthly for
the first two years of operation.

Each additional class annual minimum is $12,000.

B. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
Annual Maintenance Fee - $12.00 per account per year
(Normally charged to shareholders)

C. FUND/SERV Processing (If Applicable)
$1,000 One time set-up charge

D. Networking Processing (If Applicable)
$1,000 One time set-up charge

Page 1 of 4

<PAGE> 40

IV. Fees Related to Fund Accounting and Portfolio Valuation

A. Annual Fee Schedule Per Domestic Portfolio: U.S. Dollar
Denominated Securities only (1/12th payable monthly in advance
based on the prior month's average daily combined classes' net
assets and number of portfolios):

$24,000 Minimum to $ 20 Million of Average Net Assets*
.0004 On Next $ 30 Million of Average Net Assets*
.0003 On Next $ 50 Million of Average Net Assets*
.0001 Over $100 Million of Average Net Assets*

Each additional class is $7,500 minimum per year.

* For multiple class portfolios, fees are based on COMBINED
CLASSES' AVERAGE NET ASSETS.

Note: When the Combined Classes Average Net Assets exceed $200 million,
Accounting fees will be reviewed and further negotiated.

B. Pricing Services Quotation Fee (Based on individual CUSIP or
security identification number.) Specific costs will be
identified based upon options selected by the Fund and will be
billed monthly. While we anticipate that the Fund would be
invested in domestic equities, should the Fund invest in
different investments, the following pricing fees would apply.

----------------- ---------------- ----------------
MULLER INTERACTIVE J.J. KENNY
DATA DATA CO., INC.*
SECURITY TYPES CORP.* CORP.*
--------------------------------------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C>
Government Bonds $ .50 $ .50 $ .25 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
Mortgage-Backed (evaluated, seasoned, closing) .50 .50 .25 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
Corporate Bonds (short and long term) .50 .50 .25 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
U.S. Municipal Bonds (short and long term) .55 .80 .50 (b)
--------------------------------------------------- ----------------- ---------------- ----------------
CMO's/ARM's/ABS 1.00 .80 1.00 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
Convertible Bonds .50 .50 1.00 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
High Yield Bonds .50 .50 1.00 (a)
--------------------------------------------------- ----------------- ---------------- ----------------
Mortgage-Backed Factors (per Issue per Month) 1.00 n/a n/a
--------------------------------------------------- ----------------- ---------------- ----------------
U.S. EQUITIES (d) .15 n/a
--------------------------------------------------- ----------------- ---------------- ----------------
U.S. Options n/a .15 n/a
--------------------------------------------------- ----------------- ---------------- ----------------

</TABLE>

Page 2 of 4
<PAGE> 41

</TABLE>

* Based on current Vendor costs, subject to change. Costs are
quoted based on individual security CUSIP/identifiers and are
per issue per day.

(a) $35.00 per day minimum

(b) $25.00 per day minimum

(d) AT NO ADDITIONAL COST TO INVESTOR SERVICES GROUP CLIENTS

(e) Interactive Data also charges monthly transmission costs and
disk storage charges.

1) FUTURES AND CURRENCY FORWARD CONTRACTS $2.00 per Issue per Day

2) DOW JONES MARKETS (FORMERLY TELERATE SYSTEMS, INC.)* (if
applicable) *Based on current vendor costs, subject to change.

Specific costs will be identified based upon options selected by
the client and will be billed monthly.

3) REUTERS, INC.*
*Based on current vendor costs, subject to change.

Investor Services Group does not currently pass along charges
for domestic security prices supplied by Reuters, Inc.

4) MUNICIPAL MARKET DATA* (if applicable) *Based on current
vendor costs, subject to change.

Specific costs will be identified based upon options selected by
the client and will be billed monthly.

C. SEC Yield Calculation (if applicable)

Page 3 of 4

<PAGE> 42

Provide up to 12 reports per year to reflect the yield calculations
for non-money market Portfolios required by the SEC, $1,000 per year
per Portfolio. For multiple class Portfolios, $1,000 per year per
class. Daily SEC yield reporting is available at $3,000 per year per
Fund (US dollar denominated securities only).

V. Fees related to Custody Administration of Fund Assets Using Bank of New
York

A. Domestic Securities and ADRS Per Portfolio : (1/12th payable monthly)
U.S. Dollar Denominated Securities only

.0002 On First $ 50 Million of Average Net Assets
.00015 On the Next $150 Million of Average Net Assets
.000125 Over $200 Million of Average Net Assets

Minimum monthly fee is $500 per Portfolio.

B. Custody Domestic Securities Transactions Charge: (billed monthly)
Book Entry DTC, Federal Book Entry, PTC $12.00
Physical Securities, Options/Futures $20.00
RIC's $24.50
P & I Paydowns $ 7.00
Wires $ 7.00
Check Request $ 6.00
Eurodollar CD's $45.00
Euro/TD's $15.00

A transaction includes buys, sells, maturities or free security
movements.

Note - To the extent the Fund commences using foreign (non U.S.D.)
securities, additional fees will apply per country, plus global network
fee per month. At least 2 weeks advance notice will be required to
complete documentation and establish accounts in the foreign countries.

C. When Issued, Securities Lending, Index Futures, etc.:
Should any investment vehicle require a separate segregated custody
account, a fee of $250 per account per month will apply.

D. Custody Miscellaneous Fees
Administrative fees incurred in certain local markets will be passed
onto the customer with a detailed description of the fees. Fees include
income collection, corporate action handling, overdraft charges, funds
transfer, special local taxes, stamp duties, registration fees,
messenger and courier services and other out-of-pocket expenses.

VI. Out-of-Pocket Expenses

The Fund will reimburse Investor Services Group monthly for all reasonable
out-of-pocket expenses, including telephone, postage, EDGAR filings, Fund/SERV
and Networking expenses,

Page 4 of 4
<PAGE> 43

shareholder statements, incoming wire charges, telecommunications, special
reports, record retention, special transportation costs, copying and sending
materials to auditors and/or regulatory agencies as incurred and approved.

VI. Additional Services

To the extent the Fund commences using investment techniques such as Security
Lending, Swaps, Leveraging, Short Sales, Derivatives, Precious Metals, or
foreign (non-U.S.D.) securities and currency, additional fees will apply.
Activities of a non-recurring nature such as shareholder in-kinds, fund
consolidations, mergers or reorganizations will be subject to negotiation. Any
additional/enhanced services, programming requests, or reports will be quoted
upon request.

-5-

<PAGE> 44

SCHEDULE D
----------

FUND DOCUMENTS

- - Certified copy of the Articles of Incorporation of the Fund, as amended

- - Certified copy of the By-laws of the Fund, as amended

- - Copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement

- - Copies of all agreements between the Fund and its service providers

- - Specimens of the certificates for Shares of the Fund, if applicable, in
the form approved by the Board of Directors of the Fund, with a
certificate of the Secretary of the Fund as to such approval

- - All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the
Fund

- - Certified list of Shareholders of the Fund with the name, address and
taxpayer identification number of each Shareholder, and the number of
Shares of the Fund held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any accounts against
which stop transfer orders have been placed, together with the reasons
therefore, and the number of Shares redeemed by the Fund

- - All notices issued by the Fund with respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of the
Fund or as required by law and shall perform such other specific duties
as are set forth in the Articles of Incorporation including the giving
of notice of any special or annual meetings of shareholders and any
other notices required thereby.

- - A listing of all jurisdictions in which each Portfolio is registered
and lawfully available for sale as of the date of this Agreement and
all information relative to the monitoring of sales and registrations
of Fund shares in such jurisdictions

- - Each Fund's most recent post-effective amendment to its Registration
Statement

- - Each Fund's most recent prospectus and statement of additional
information, if applicable, and all amendments and supplements thereto

<PAGE> 1
Exhibit 23(i)

VIA EDGAR

Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com

November 26, 1999

Polynous Trust
345 California Street, Suite 1220
San Francisco, CA 94104

Ladies and Gentlemen:

We have acted as counsel to Polynous Trust, a Delaware
business trust (the "Trust"), in connection with Post-Effective Amendments No. 3
and No. 4 to the Trust's Registration Statement filed on Form N-1A with the
Securities and Exchange Commission (the "Post-Effective Amendments") and
relating to the issuance by the Trust of an indefinite number of no-par value
shares of beneficial interest (the "Shares") of the Polynous Growth Fund (the
"Fund"), the sole existing series of the Trust.

In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:

(a) the Trust Instrument of the Trust dated April 10,
1996 (the "Trust Instrument"), certified to us by an
officer of the Trust as being true and complete and
in effect on the date hereof;

(b) the Trust's Certificate of Trust as filed with the
Delaware Secretary of State on May 13, 1996,
certified to us by an officer of the Trust as being
true and complete and in effect on the date hereof;

(c) the Bylaws of the Trust certified to us by an officer
of the Trust as being true and complete and in effect
on the date hereof;

(d) the Post-Effective Amendments;

<PAGE> 2

Polynous Trust
November 26, 1999
Page 2

(e) resolutions relating to the designation of the Fund
as a series of the Trust and the issuance of the
Shares adopted by the Board of Trustees of the Trust
at a meeting of the Board held on July 17, 1996,
certified by an officer of the Trust as being in full
force and effect without amendment or modification;
and

(f) a certificate of an officer of the Trust concerning
certain factual matters relevant to this opinion.

In rendering our opinion below, we have not conducted an
independent examination of the books and records of the Trust for the purpose of
determining whether all of the Shares were fully paid prior to their issuance
and do not believe it to be our obligation to do so.

Our opinion below is limited to the federal law of the United
States of America and the business trust law of the State of Delaware. We are
not licensed to practice law in the State of Delaware, and we have based our
opinion below solely on our review of Chapter 38 of Title 12 of the Delaware
Code and the case law interpreting such Chapter as reported in the Delaware Code
Annotated (as updated on Lexis on November 23, 1999). We have not undertaken a
review of other Delaware law or court decisions or of any administrative
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.

Based on the foregoing and our examination of such questions
of law as we have deemed necessary and appropriate for the purpose of this
opinion, and assuming that (i) all of the Shares have been and will be issued
and sold for cash at the per-share public offering price on the date of their
issuance in accordance with statements in the Trust's Prospectus respecting the
Shares included in the Post-Effective Amendments and in accordance with the
Trust Instrument, (ii) all consideration for the Shares has been and will be
actually received by the Trust, and (iii) all applicable securities laws have
been and will be complied with, then it is our opinion that, when issued and
sold by the Trust, the Shares were and will be legally issued, fully paid and
nonassessable.

<PAGE> 3

Polynous Trust
November 26, 1999
Page 3

This opinion is rendered to you solely in connection with the
Post-Effective Amendments and is solely for your benefit. We hereby consent to
the use of this opinion in connection with the Post-Effective Amendments. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other person, firm, corporation or other entity for any purpose, without our
prior written consent. We disclaim any obligation to advise you of any
developments in areas covered by this opinion that occur after the date of this
opinion.

Sincerely yours,

/s/ Paul, Hastings, Janofsky & Walker LLP

<PAGE> 1
Exhibit 23(j)

INDEPENDENT AUDITORS' CONSENT

We consent to (a) the incorporation by reference in this Post-Effective
Amendment No. 4 to Registration Statement 333-04983 of Polynous Trust on Form
N-1A of our report for the Polynous Growth Fund ( a series of Polynous Trust)
dated September 3, 1999, incorporated by reference in the Statement of
Additional Information which is part of this Registration Statement, and (b) the
reference to us under the caption "Financial Highlights" appearing in the
Prospectus, which is also part of such Registration Statement.

Deloitte & Touche LLP

San Francisco, California
December 29, 1999

<PAGE> 1

Exhibit 23(p)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints, CAROLYN F. MEAD, ESQ., THOMAS N. CALABRIA, ESQ., DAVID A. PETERS, ESQ.
and DEBORAH ANN POTTER and each of them, with full power to act without the
other, as a true and lawful attorney-in-fact and agent, with full and several
power of substitution, to take any appropriate action to execute and file with
the U.S. Securities and Exchange Commission any amendment to the registration
statement of Polynous Trust (the ?Trust?), execute and file any request for
exemptive relief from state and federal regulations, and perform on behalf of
the Trust any and all such acts as such attorneys-in-fact may deem necessary or
advisable in order to comply with the applicable laws of the United States or
any individual state, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to, applications,
reports, notices, surety bonds, irrevocable consents and appointments of
attorneys for service of process; granting to such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
requisite and necessary to be done in connection therewith, as fully as each
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the
20th day of December, 1999

/s/ Kevin L. Wenck
-------------------------
Kevin L. Wenck,
President

<PAGE> 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints CAROLYN F. MEAD, ESQ., THOMAS N. CALABRIA, ESQ., AND DAVID A. PETERS,
ESQ. and DEBORAH ANN POTTER and each of them, with full power to act without the
other, as a true and lawful attorney-in-fact and agent, with full and several
power of substitution, to take any appropriate action to execute and file with
the U.S. Securities and Exchange Commission any amendment to the registration
statement of Polynous Trust (the ?Trust?), execute and file any request for
exemptive relief from state and federal regulations, and perform on behalf of
the Trust any and all such acts as such attorneys-in-fact may deem necessary or
advisable in order to comply with the applicable laws of the United States or
any individual state, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to, applications,
reports, notices, surety bonds, irrevocable consents and appointments of
attorneys for service of process; granting to such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
requisite and necessary to be done in connection therewith, as fully as each
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the
20th day of December, 1999

/s/ Ronald H. Kase
----------------------------
Ronald H. Kase
Trustee

<PAGE> 3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints CAROLYN F. MEAD, ESQ., THOMAS N. CALABRIA, ESQ., DAVID A. PETERS, ESQ.
and DEBORAH ANN POTTER and each of them, with full power to act without the
other, as a true and lawful attorney-in-fact and agent, with full and several
power of substitution, to take any appropriate action to execute and file with
the U.S. Securities and Exchange Commission any amendment to the registration
statement of Polynous Trust (the ?Trust?), execute and file any request for
exemptive relief from state and federal regulations, and perform on behalf of
the Trust any and all such acts as such attorneys-in-fact may deem necessary or
advisable in order to comply with the applicable laws of the United States or
any individual state, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to, applications,
reports, notices, surety bonds, irrevocable consents and appointments of
attorneys for service of process; granting to such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
requisite and necessary to be done in connection therewith, as fully as each
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the
20th day of December, 1999

/s/ Richard H. Kimball
-----------------------------
Richard H. Kimball
Trustee