POLYNOUS TRUST, 485APOS, 1999-09-29

POLYNOUS TRUST
485APOS, 1999-09-29

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<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 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. __3__ [ x ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 5 [ 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 First Data Investor
345 California Street Services Group, Inc.
San Francisco, CA 94104-2635 3200 Horizon Drive
King of Prussia, PA 19406-0903

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[X] 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

Class A Shares

PROSPECTUS

November __, 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> 3

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.
Within this market capitalization range, the Fund focuses on companies which are
expected to have an annual revenue growth rate between 15 percent and 30
percent.

The Advisor's "Dynamic Value" investment process combines the opportunity for
dynamic growth available in growth stock investing with the strict valuation
disciplines of "value investing." Value investing refers to the process by which
stocks are chosen because they are undervalued relative to some static valuation
parameter such as book value. The Advisor seeks to combine the advantageous
qualities of each approach in an overall process with rigorous structure and
discipline. The Advisor believes this offers the Fund a more thoughtful approach
to investing in higher growth equities.

The Fund's 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
- - Comprehensive Risk Assessment Optimization
- - Continuing Review

This 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 return
prospects for the companies, which then satisfy the Advisor's portfolio purchase
discipline. The primary focus is on risk management, not stock selection. The
Advisor believes that risk is best managed by a combination of having greater
knowledge about the Fund's portfolio companies and having less expensive
companies in the Fund's portfolio than might be typical for a growth fund
portfolio.

The Advisor does not automatically add to existing position sizes when
additional cash comes into the Fund from new subscriptions. All purchases
require a certain minimum projected annualized return based on the Advisor's
research conclusions and must comply with strict position size limits. The
requirements of the research process and the time spent analyzing each company
result in the Advisor investing cash from new

2
<PAGE> 4

subscriptions more slowly than may be typical within the investment management
industry. As a result, there may be times during which the Fund holds a higher
percentage of its assets in short-term, high-quality debt instruments than other
growth-oriented funds.

PRINCIPAL RISKS
The principal risks associated with an investment in the Fund include:

- STOCK MARKET. 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 and you could lose
money.

- SMALL OR NEW COMPANIES. Small or newly public companies may be subject
to greater share 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, less depth of management or a limited trading market for
its stock, which can magnify the volatility of the stock price.

- STOCK SELECTION RISKS. 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.

- 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.

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

27.06% 28.70%
---------------------------------------------------
1997 1998

Year-to-Date Return -8.34% as of July 31, 1999
Best Quarter 16.67% in the 3rd quarter of 1997
Worst Quarter -33.46% in the 3rd quarter of 1998

3
<PAGE> 5
<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% 27.76%

* 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. 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.

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<PAGE> 6

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 $634 $1,020 $1,430 $2,572

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.

If there are not enough companies meeting the Advisor's investment requirements
at any given time for the Fund to be fully invested, the Fund is permitted to
purchase and temporarily hold liquid assets such as U.S. Treasury securities
which are guaranteed by the full faith and credit of the United States. Pending
the investment of new subscriptions, the Fund may also temporarily hold liquid
assets until there are enough companies meeting the Advisor's "buy discipline."

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> 7

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 September 15, 1999, the Advisor had approximately $150
million of assets under management, including investment company assets of
approximately $16 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. During
this period that fund grew from approximately $100 million in assets to over
$700 million in assets and was ranked 22nd out of 286 growth funds as classified
by Micropal over the four year and ten month period ending 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> 8

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 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> 9

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> 10

- - any financial institution or advisor regulated by federal or state
governmental authority when the institution or advisor is purchasing shares
for its own account or for an account for which the institution or 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.

Timing of Requests
- ------------------
All requests received by the transfer agent, First Data Investor Services Group,
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. 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.
<TABLE>
<CAPTION>

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:

FIRST DATA INVESTOR SERVICES GROUP, INC.
211 SOUTH GULPH ROAD FIRST DATA INVESTOR SERVICES GROUP, 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> 11
<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>

Banks, 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 in proper
order.

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<PAGE> 12

Timing of Requests
- ------------------
Redemption requests received in good order by the transfer agent, First Data
Investor Services Group, 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 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>

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<PAGE> 13
<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.
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 INSTITUTION 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.

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<PAGE> 14

- 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.

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.

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.

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> 15

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.

OTHER INVESTMENT STRATEGIES AND RISKS

The Fund's main investment strategies are described in the front of this
prospectus. The Fund may also use other investment strategies and invest in
securities that are not discussed in this prospectus, but which are described in
detail in the Fund's Statement of Additional Information (SAI). You may obtain a
copy of the SAI without charge by calling 800-528-8069.

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> 16

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> 17

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:

You can review the Fund's reports and SAI at the Public Reference Room of the
Securities and Exchange Commission (SEC). To get paper copies, write the Public
Reference Room of the SEC, Washington, D.C. 20549-6009 or call 800-SEC-0330 for
additional information. Note: The SEC charges a duplicating fee for paper
copies.

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

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

16
<PAGE> 18

Polynous Growth Fund

Class D Shares

PROSPECTUS

November __, 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> 19

Polynous Growth Fund

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

18
<PAGE> 20

PRINCIPAL RISKS
The principal risks associated with an investment in the Fund include:

- STOCK SELECTION RISKS. 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.

- 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.

22.06% 28.70%
-------------------- ---------------------
1997 1998

Year-to-Date Return -8.34% as of July 31, 1999
Best Quarter 16.67% in the 3rd quarter of 1997
Worst Quarter -33.46% in the 3rd quarter of 1998

19
<PAGE> 21
<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% 27.76%

* 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)
2.41%
<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 1.90%. The
Advisor may terminate the voluntary waiver on 60 days' notice. 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> 22

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

1 year 3 years
- ------------------------------------------------ ------------ -------------
Class D $203 $627

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> 23

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.

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> 24

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.

Timing of Requests
- ------------------
All requests received by the transfer agent, First Data Investor Services Group,
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.
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.

To Purchase Shares:

23
<PAGE> 25

- ------------------------------------------------------------------ --------------------------------------------------------------
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: FIRST DATA INVESTOR SERVICES GROUP, INC.
FIRST DATA INVESTOR SERVICES GROUP, 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> 26

Banks, 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 in proper
order.

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> 27

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:
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.
By Telephone - The Fund will use reasonable procedures to confirm that the request is genuine.
- 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 INSTITUTION 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> 28

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.

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.

27
<PAGE> 29

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.

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> 30

OTHER INVESTMENT STRATEGIES AND RISKS

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 SEC's Internet website
for no charge at http://www.sec.gov..

The Fund's SEC File No. is 811-07649
29
<PAGE> 31

POLYNOUS GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

November __, 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 November __, 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> 32

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> 33

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> 34

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> 35

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> 36

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> 37

(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 President and founder of Polynous Capital Management,
345 California Street 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> 38
<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.

Erin Fry Sinclair* 38 Treasurer Vice President of Trading and Operations at Polynous
345 California St Capital Management, Inc.; formerly specialized in small
Suite 1220 and mid-cap equity products at G.T. Capital Management
San Francisco, CA from September 1993 through July 1996. Prior thereto,
94104 Ms. Sinclair held positions at Feshbach Brothers from
January 1988 to September 1993 and Kidder-Peabody from
May 1983 to January 1988.

<FN>

* Each of these persons 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 and Trustee

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

Richard H. Kimball $2,000 $2,000
Trustee

Erin Fry Sinclair $ 0 $ 0
Treasurer
</TABLE>

Page 8

36
<PAGE> 39

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. First Data Investor Services Group, Inc. ("Investor Services
Group"), a wholly-owned subsidiary of First Data Corporation, which has its
principal business address at 4400 Computer Drive, Westborough, MA 01581,
provides transfer agency and dividend disbursing agent services for the Fund. As
part of these services, Investor Services Group maintains records pertaining to
the sale and redemption of Fund shares and will distribute the Fund's cash
dividends to shareholders.

ADMINISTRATIVE SERVICES AGENT. Investor Services Group 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, Investor Services Group 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. Investor Services Group 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, Investor Services Group 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> 41

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> 42

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> 43

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> 44

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> 45

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

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<PAGE> 46

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> 47

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

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<PAGE> 48

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.

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<PAGE> 49

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> 50

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) Distribution Agreement --- to be filed by amendment.

(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 to provide for Transfer Agency
Services, Administration Services, Accounting Services and
Custody Administration -- to be filed by amendment.

(i) Legal Opinion -- Opinion and Consent of Shartsis, Friese &
Ginsburg regarding the legality of the securities being issued
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.

(j) Consent of Independent Accountants -- to be filed by
Amendment.

(k) Omitted Financial Statements -- None

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<PAGE> 51

(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 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 -- to be filed by Amendment.

(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.

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 intends to purchase 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 distributor 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> 52

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
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> 53

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> 54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant 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 Massachusetts on this 29th day of September, 1999.

POLYNOUS TRUST
(Registrant)

By: /s/ Kevin L. Wenck*
---------------------------
KevinL. Wenck

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 September 29, 1999
Kevin L. Wenck Executive Officer

/s/ Richard H. Kimball * Trustee September 29, 1999
Richard H. Kimball

/s/ Ronald H. Kase* Trustee September 29, 1999
Ronald H. Kase
</TABLE>

By: Carolyn F. Mead, Esq.,
as Attorney-in-Fact
September 29, 1999

Page 5
<PAGE> 55

INVESTORS CAPITAL FUNDS

EXHIBIT INDEX TO PART "C"
OF
REGISTRATION STATEMENT

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

Page 6