ICON FUNDS
497, 1999-02-17
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                                   ICON FUNDS

                                   PROSPECTUS


                                 December 15, 1998
                                (As supplemented February 10, 1999)


     U.S. EQUITY FUNDS                         INTERNATIONAL EQUITY FUNDS
ICON Basic Materials Fund                    ICON Asia Region Fund
ICON Capital Goods Fund                      ICON South Pacific Region Fund
ICON Consumer Cyclicals Fund                 ICON North Europe Region Fund
ICON Consumer Staples Fund                   ICON South Europe Region Fund
ICON Energy Fund                             ICON Western Hemisphere Fund
ICON Financial Services Fund
ICON Healthcare Fund
ICON Leisure Fund                                 FIXED INCOME FUND
ICON Technology Fund                          ICON Short-Term Fixed Income Fund
ICON Telecommunication & Utilities Fund
ICON Transportation Fund


                 C/O MERIDIAN INVESTMENT MANAGEMENT CORPORATION
                       12835 EAST ARAPAHOE ROAD, TOWER II
                            ENGLEWOOD, COLORADO 80112


               FOR INFORMATION, SHAREHOLDER SERVICES AND REQUESTS:
                                1-888-389-4266



     This prospectus  presents  information  that a prospective  investor should
know about the various  series of the ICON Funds (the  "Trust").  Each Fund is a
portfolio  of the  Trust,  a  non-diversified,  open-end  management  investment
company ("Fund" or collectively the "Funds"). The Funds were designed for use by
institutional  money  managers  who  have  discretionary   authority  to  direct
investments  on  behalf  of the  beneficial  owners  of fund  shares.  Beginning
December 15, 1998,  investors may purchase shares of the Funds without using the
services of a money manager.  The  Short-Term  Fixed Income Fund objective is to
attain high current income  consistent with  preservation of capital.  The other
Funds are designed to provide long-term capital appreciation with respect to the
sectors selected by the money managers;  and, a Fund may not contain significant
assets at times when money  managers  place client funds in other  sectors.  The
Trust will report  performance  of each Fund.  Investors  who have their  assets
managed should consider the performance of their investment adviser  independent
of fund performance.

Shares of the Funds are  offered on a  "no-load"  basis which means there are no
sales charges or  commissions.  The Funds are  distributed by Meridian  Clearing
Corporation.

     A Statement of Additional  Information  dated  December 15, 1998(as supple-
mented February 10, 1999), as has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. This Statement is available
free from ICON Funds upon written request at the address set forth above or by
calling 1-888-389-4266.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE SECURITIES  COMMISSION NOR, HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


<PAGE>


                                TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................3

SUMMARY OF FUND EXPENSES.......................................................6
FINANCIAL HIGHLIGHTS...........................................................7
         U.S. Equity Funds.....................................................7
         International Equity Funds............................................8
         Fixed Income Fund ................................................... 9
INVESTMENT OBJECTIVE AND STRATEGIES...........................................10
         U.S. Equity Funds....................................................10
                  ICON Basic Materials Fund...................................10
                  ICON Capital Goods Fund.....................................10
                  ICON Consumer Cyclicals Fund................................11
                  ICON Consumer Staples Fund..................................11
                  ICON Energy Fund............................................11
                  ICON Financial Services Fund................................11
                  ICON Healthcare Fund........................................12
                  ICON Leisure Fund...........................................12
                  ICON Technology Fund........................................12
                  ICON Telecommunication & Utilities Fund.....................13
                  ICON Transportation Fund....................................13

         International Equity Funds...........................................13
                  ICON Asia Region Fund.......................................14
                  ICON South  Pacific Region Fund.............................15
                  ICON North Europe Region Fund...............................17
                  ICON South Europe Region Fund...............................19
                  ICON Western Hemisphere Fund................................21

         Fixed Income Fund....................................................22
                  ICON Short-Term Fixed Income Fund...........................22

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS....................22

TYPES OF INVESTMENT RISK......................................................26

RISKS OF INTERNATIONAL INVESTING..............................................27

SPECIAL CONSIDERATIONS........................................................28

HOW TO INVEST IN THE FUND.....................................................29

HOW TO REDEEM SHARES..........................................................30

HOW TO MAKE EXCHANGES.........................................................31

SHARE PRICE CALCULATION.......................................................31

DIVIDENDS AND TAXES...........................................................31

THE TRUST.....................................................................33

MANAGEMENT OF THE FUNDS.......................................................32

PERFORMANCE INFORMATION.......................................................34

<PAGE>


                               PROSPECTUS SUMMARY

The  information  summarized  below is  qualified  in its  entirety  by the more
detailed information set forth below in this Prospectus.

The Trust..................................  ICON  Funds  (the  "Trust")  is  an
                                             open-end   management    investment
                                             company.  It  is  registered  as an
                                             investment    company   under   the
                                             Investment  Company Act of 1940, as
                                             amended (the "1940 Act"). The Trust
                                             consists  of,  and on a  continuous
                                             basis issues,  redeemable shares of
                                             numerous separate,  non-diversified
                                             portfolios  each of  which  has its
                                             own   investment   objectives   and
                                             policies  (commonly  referred to as
                                             "mutual funds"). The portfolios are
                                             designed  to serve a wide  range of
                                             investor needs.

The Funds..................................  The  following  Funds  are  offered
                                             through this Prospectus:

                                             U.S. EQUITY FUNDS

                                             ICON  Basic   Materials  Fund  ICON
                                             Capital  Goods  Fund ICON  Consumer
                                             Cyclicals    Fund   ICON   Consumer
                                             Staples  Fund ICON Energy Fund ICON
                                             Financial    Services   Fund   ICON
                                             Healthcare  Fund ICON  Leisure Fund
                                             ICON     Technology    Fund    ICON
                                             Telecommunication  & Utilities Fund
                                             ICON Transportation Fund

                                             INTERNATIONAL   EQUITY  FUNDS  ICON
                                             Asia Region Fund ICON South Pacific
                                             Region   Fund  ICON  North   Europe
                                             Region   Fund  ICON  South   Europe
                                             Region Fund ICON Western Hemisphere
                                             Fund

                                             FIXED INCOME FUND
                                             ICON Short-Term Fixed Income Fund

U.S. Equity Funds -- Investment............. The  investment  objective  of  the
Objective                                    U.S.  Equity  Funds  is to  provide
                                             long-term   capital   appreciation.
                                             Each  Fund  seeks  to  achieve  its
                                             objective by investing primarily in
                                             equity securities, including common
                                             stock  and  securities  convertible
                                             into common stock  of U.S. issuers.

International Equity Funds -- Investment.... The  investment  objective  of  the
Objective                                    International  Equity  Funds  is to
                                             provide      long-term      capital
                                             appreciation.  Each  Fund  seeks to
                                             achieve its  objective by investing
                                             primarily   in  equity   securities
                                             including    common    stocks   and
                                             securities  convertible into common
                                             stocks of foreign issuers.

Fixed Income Fund -- Investment............. The  investment  objective  of  the
Objective                                    Fixed  Income  Fund  is to  provide
                                             high current income consistent with
                                             the preservation of capital.

The Investment Advisor.....................  Meridian   Investment    Management
                                             Corporation,  12835  East  Arapahoe
                                             Road,    Tower    II,    Englewood,
                                             Colorado,    ("Meridian"   or   the
                                             "Advisor")  has  been  selected  to
                                             serve as the investment  advisor to
                                             carry   out  the   investment   and
                                             reinvestment of  the Funds' assets.
   
The Administrator..........................  The  Funds have  retained Meridian
                                             and AmeriPrime Financial Services,
                                             Incorporated,   1793     Kingswood
                                             Drive,    Suite   200,  Southlake,
                                             Texas,      ("AmeriPrime"       or
                                             collectively the "Administrators")
                                             as the co-administrators to manage
                                             the Funds' business affairs.
    

Purpose of the Trust......................   Meridian   is  a  sponsor   of  the
                                             Funds offered by  this  prospectus.
                                             The   Funds    were    created   so
                                             investment   advisory   clients  of
                                             Meridian   and   other    similarly
                                             situated  investment advisers would
                                             have  available  to  them  no  load
                                             sector  funds  focusing on selected
                                             industries  or  countries;  and  so
                                             the  investment  advisers  may move
                                             money  freely from sector to sector
                                             on behalf of their clients  without
                                             the  limitations  imposed  by  many
                                             fund groups  where large  movements
                                             of money in and out of a fund could
                                             disrupt  portfolio  management  and
                                             performance.

Who May Purchase Fund Shares...............  The  Funds are  directly  available
                                            to  the  public  after  December 15,
                                             1998.  They  were  established   to
                                             provide  broadly  based  investment
                                             opportunities  in various  domestic
                                             sectors  and in the  main  security
                                             markets of the world for investment
                                             portfolios  managed by professional
                                             fiduciaries   such   as   trustees,
                                             investment   advisers   and   other
                                             persons and institutions  acting in
                                             a fiduciary capacity. The Funds are
                                             designed to enable  fiduciaries  to
                                             comply    with   the   rule    that
                                             investments   made  by  fiduciaries
                                             should be  selected  with the care,
                                             skill  and  caution  that  would be
                                             exercised by a prudent person based
                                             on   their    clients    investment
                                             objectives.

Special Consideration......................  Shares    of    the    Funds    are
                                             available      to      professional
                                             advisers / fiduciaries  who  may be
                                             directing the  movements  of  large
                                             amounts of money.   In this regard,
                                             investors  should be aware that  a
                                             Fund      may      not      contain
                                             significant  assets  at times  when
                                             money  managers  place their client
                                             funds  in  other  sectors.  To  the
                                             extent  an  investor  remains  in a
                                             Fund  without  significant  assets,
                                             that  investor's  holding  would be
                                             exposed      to      bearing      a
                                             proportionately  greater portion of
                                             the    Fund's    expenses    and/or
                                             distributions,  potentially eroding
                                             the investment  and/or exposing the
                                             investor  to  additional  taxes  in
                                             respect to the distributions.

   
The Distributor............................  Meridian Clearing Corporation 12835
                                             East   Arapahoe   Road   Tower  II,
                                             Englewood, Colorado 80112, ("MCC"
                                             or the "Distributor") has agreed to
                                             act    as    Distributor    as   an
                                             accommodation   for  the  Trust  in
                                             connection  with acting as agent in
                                             the   various   states   and   with
                                             clearing promotional materials with
                                             appropriate regulatory authorities.


How to Purchase Funds Shares...............  There  is no  sales  charge  on the
                                             purchase of Fund shares. Shares may
                                             be  purchased  by  contacting   the
                                            Transfer  Agent at  1-800-764-0442 .
                                             Shares   of   any  Funds   may   be
                                             purchased at  the  net asset  value
                                             per  share  next  determined  after
                                             receipt of the purchase  order.  An
                                             investor may invest any amount  as
                                             often as it wishes;  however,  the
                                             minimum amount it may place  in any
                                             one Fund  is $1,000.  Subject  to
                                             the   minimum    investment amount,
                                             shares  may  also  be  purchased by
                                             exchange.
    

Redemptions................................  Shares  may  be  redeemed  directly
                                             from a Fund at the net asset  value
                                             per  share  next  determined  after
                                             receipt of the  redemption  request
                                             in good order.

Exchange Privilege.........................  Shares   of   the   Funds   may  be
                                             exchanged  for  shares  of  certain
                                             other funds  managed by the Advisor
                                             at  the  net   asset   value   next
                                             determined  after  receipt  of  the
                                             exchange request.

Shareholder Communication..................  Each   shareholder   will   receive
                                             annual  and   semi-annual   reports
                                             containing  financial   statements,
                                             and  a  statement  confirming  each
                                             share    transaction.     Financial
                                             statements   included   in   annual
                                             reports  will  be  audited  by  the
                                             Trust's  independent   accountants.
                                             Where     possible,     shareholder
                                             confirmations      and      account
                                             statements  will   consolidate  all
                                             ICON   Funds    holdings   of   the
                                             shareholder.

Special Risk Considerations................  International    investments   pose
                                             additional risks including currency
                                             exchange rate fluctuation, currency
                                             revaluation and political risks.

Transfer Agent and Custodian...............  Firstar Trust Company, Incorporated
                                             is  located  at 615  East  Michigan
                                             Street, Milwaukee, Wisconsin 53202.

THE PROSPECTUSES OF THE FUNDS ARE COMBINED IN THIS PROSPECTUS.  EACH FUND OFFERS
ONLY ITS OWN SHARES,  YET IT IS POSSIBLE  THAT A FUND MIGHT BECOME  LIABLE FOR A
MISSTATEMENT  IN THE  PROSPECTUS OF ANOTHER FUND. THE TRUSTEES OF THE TRUST HAVE
CONSIDERED THIS IN APPROVING THE USE OF A COMBINED PROSPECTUS.

                            SUMMARY OF FUND EXPENSES

     The tables  below are provided to assist an investor in  understanding  the
direct and indirect  expenses that an investor may incur as a  shareholder  in a
Fund. The expense  information is based on actual results for the time each fund
was open during the fiscal  period ending  September  30, 1998.  With respect to
Funds  which  have  not yet  commenced  investment  operations,  marked  with an
asterisk,  expense  information is based on estimated  amounts  expected for the
first fiscal year.  The  expenses are  expressed as a percentage  of average net
assets.  The example  should not be considered a  representation  of future Fund
performance or expenses, both of which may vary from the example.

Shareholders should be aware that each Fund is a no-load fund and,  accordingly,
a  shareholder  does not pay any sales  charge or  commission  upon  purchase or
redemption of shares of the Fund.

THE TABLES DO NOT REFLECT THE PAYMENT OF ANY  ADDITIONAL  FEES AN INVESTOR  WILL
PAY TO THE PROFESSIONAL ADVISER/FIDUCIARY RESPONSIBLE FOR THE INVESTORS PURCHASE
OF FUND  SHARES.  SUCH  FEES  SHOULD  BE  CONSIDERED  ALONG  WITH FUND AND OTHER
EXPENSES INCURRED BY THE INVESTOR.

<TABLE>
                                             ICON            ICON          ICON
                                             U.S.      INTERNATIONAL  SHORT-TERM
                                            EQUITY         EQUITY   FIXED INCOME
SHAREHOLDER TRANSACTION EXPENSES            FUNDS           FUNDS          FUND
- - ---------------------------------           -----           -----        ----
<S>                                          <C>            <C>            <C>
  Sales Load Imposed on Purchases             None           None           None
  Deferred Sales Load                         None           None           None
  Redemption Fees                             None           None           None
  Exchange Fees                               None           None           None


                                                                      TOTAL FUND
ANNUAL FUND OPERATING EXPENSES           MANAGEMENT        OTHER       OPERATING
(AS A PERCENTAGE OF AVERAGE NET ASSETS)   FEES            EXPENSES      EXPENSES

   
U.S. Equity Funds
<S>                                      <C>               <C>           <C>
ICON Basic Materials Fund                 1.00%             0.33%         1.33%
ICON Capital Goods Fund*                  1.00%             0.45%         1.45%
ICON Consumer Cyclicals Fund              1.00%             0.37%         1.37%
ICON Consumer Staples Fund*               1.00%             0.45%         1.45%
ICON Energy Fund (annualized)             1.00%             0.20%         1.20%
ICON Financial Services Fund              1.00%             0.33%         1.33%
ICON Healthcare Fund                      1.00%             0.24%         1.24%
ICON Leisure Fund                         1.00%             0.30%         1.30%
ICON Technology Fund                      1.00%             0.31%         1.31%
ICON Telecommunication & Utilities Fund   1.00%             0.34%         1.34%
ICON Transportation Fund                  1.00%             0.41%         1.41%

International  Equity Funds

ICON Asia Region Fund                     1.00%             0.65%         1.65%
ICON South Pacific Region Fund*           1.00%             0.65%         1.65%
ICON North Europe Region Fund             1.00%             0.54%         1.54%
ICON South Europe Region Fund**           1.00%             0.56%         1.56%
ICON Western Hemisphere Fund*             1.00%             0.65%         1.65%

Fixed Income Fund

ICON Short-Term Fixed Income Fund***      0.65%            (0.54%)         0.11%
    

</TABLE>

   
The tables above are provided to assist an investor in understanding  the direct
and indirect expenses that an investor may incur as a shareholder in the Funds.

     * Estimated amounts expected for the first fiscal year
     ** Includes  reimbursememt from  co-administrator for fees and expenses. If
these  fees and  expenses  had not been  reimbursed,  the ratio of  expenses  to
average net assets would have been 2.10%.
     *** Includes  change in accounting  estimate for overaccrual of expenses of
$127,000.  If this change had not been made the ratio of expenses to average net
assets would have been 0.84%
    

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES

You would pay the following expenses on a $1,000 investment,  assuming 5% annual
return and redemption at the end of each time period:

<TABLE>
FUND                                                1 YEAR              3 YEARS

   
U.S. Equity Funds
<S>                                                  <C>                  <C>
ICON Basic Materials Fund                             $14                  $44
ICON Capital Goods Fund                               $15                  $46
ICON Consumer Cyclicals Fund                          $14                  $45
ICON Consumer Staples Fund                            $15                  $46
ICON Energy Fund                                      $13                  $40
ICON Financial Services Fund                          $14                  $44
ICON Healthcare Fund                                  $13                  $41
ICON Leisure Fund                                     $14                  $43
ICON Technology Fund                                  $14                  $43
ICON Telecommunication & Utilities Fund               $14                  $44
ICON Transportation Fund                              $15                  $47

International  Equity Funds

ICON Asia Region Fund                                 $17                  $55
ICON South  Pacific Region Fund                       $17                  $55
ICON North Europe Region Fund                         $16                  $51
ICON South Europe Region Fund(computed after reimbursement)
                                                      $16                  $52
ICON Western Hemisphere Fund                          $17                  $52

Fixed Income Fund

ICON Short-Term Fixed Income Fund(computed after adjustment)
                                                       $8                  $28
    


</TABLE>
                              FINANCIAL HIGHLIGHTS
                            ICON BASIC MATERIALS FUND

   
     The following per share data and ratios for a share of beneficial  interest
outstanding  throughout the period from May 5,  1997(commencement of operations)
through  September  30, 1997 and the fiscal year ended  September  30, 1998 have
been  audited  by  PricewaterhouseCooper  LLP,  independent  accountants,  whose
unqualified  report is included in the Annual  Report to  Shareholders  which is
incorporated by reference into the Statement of Additional  Information ("SAI").
The  Financial  Highlights  should  be read in  conjunction  with the  financial
statements and notes included in the Annual Report. 1998 1997

Net asset value,
  beginning of period                      $10.90            $10.00

Income from investment operations:
  Net investment income (loss)              0.02            (0.01)
  Net gains or (losses) on securities
     (both realized and unrealized)        (4.08)            0.91
                                          -----------------------
Total from investment operations            (4.06)           0.90


Less dividends and distributions:
      Distributions                        (0.26)            0.00
                                             -------------------
Net asset value,
  end of period                              $6.58           $10.90
                                             =======================

Total Return                                 (37.45)%        9.00%**
    


Net assets, end of period (000's)          $17,318           $50,251

Average net assets for the period (000's)   $27,117           $45,001

Ratio of expenses to
  average net assets                        1.33%              1.45%*

Ratio of net investment income to
  average net assets                        0.08%              (0.24)%*

Portfolio turnover rate                     106.70%            32.35%*


*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                            ICON CONSUMER CYCLICALS FUND


   
     The following per share data and ratios for a share of beneficial  interest
outstanding throughout the period from July 9, 1997 (commencement of operations)
through  September  30, 1997 and the fiscal year ended  September  30, 1998 have
been audited by  PricewaterhouseCoopers,  LLP,  independent  accountants,  whose
unqualified  report is included in the Annual  Report to  Shareholders  which is
incorporated by reference into the Statement of Additional  Information ("SAI").
The  Financial  Highlights  should  be read in  conjunction  with the  financial
statements and notes included in the Annual Report.

                                         1998              1997
Net asset value,
  beginning of period                    $10.96             $10.00


Income from investment operations:
  Net investment income (loss)           (0.01)            (0.01)
  Net gains or (losses) on securities
     (both realized and unrealized)      (3.08)             0.97
                                          ---------------------------
Total from investment operations          (3.09)            0.96


Less dividends and distributions:
     dividends (from net investment income) 0.00              0.00
                                            ------------------------
Net asset value,
  end of period                             $7.87             $10.96
                                           ==========================


Total Return                               (28.26)%            9.60%**
    



Net assets, end of period (000's)           $49,003            $20,916

Average net assets for the period (000's)   $39,883             $19,876

Ratio of expenses to
  average net assets                         1.37%             1.89%*

Ratio of net investment income to
  average net assets                         (0.36)%             (0.67)%*


Portfolio turnover rate                       72.42%             0.00%*



*    Annualized
**  Total Return for periods less than one year is not annualized

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

                           FINANCIAL HIGHLIGHTS
                            ICON ENERGY FUND


   
     The following per share data and ratios for a share of beneficial  interest
outstanding  throughout  the  period  from  November  5, 1997  (commencement  of
operations)    through    September    30,    1998   have   been    audited   by
PricewaterhouseCoopers,  LLP, independent accountants,  whose unqualified report
is  included  in the Annual  Report to  Shareholders  which is  incorporated  by
reference into the Statement of Additional  Information  ("SAI").  The Financial
Highlights should be read in conjunction with the financial statements and notes
included in the Annual Report.
    

   

                                         1998
Net asset value,
  beginning of period                    $10.00



Income from investment operations:
  Net investment income (loss)           0.06
  Net gains or (losses) on securities
     (both realized and unrealized)     (3.71)
                                          --------
Total from investment operations          (3.65)

Less dividends and distributions:
     dividends (from net investment income) 0.00
                                            -----------
Net asset value,
  end of period                             $6.35
                                           ===========


Total Return                               (36.50)%



Net assets, end of period (000's)           $12,335

Average net assets for the period (000's)   $21,128

Ratio of expenses to
  average net assets                         1.20%

Ratio of net investment income to
  average net assets                         0.51%


Portfolio turnover rate                       112.62%
    



*    Annualized
**  Total Return for periods less than one year is not annualized

- - -----------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
                          ICON FINANCIAL SERVICES FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the  period  from July 1,  1997  (commencement   of
operations)  through  September  30,  1997 and  the fiscal  year ended September
 30, 1998  have  been  audited   by   PricewaterhouseCoopers LLP,    independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                          1998             1997
Net asset value,
  beginning of period                     $10.51            $10.00

Income from investment operations:
  Net investment income (loss)             0.04              0.01
  Net gains or (losses) on securities
     (both realized and unrealized)        (1.14)           (0.50)
                                           ---------------------------
Total from investment operations           (1.10)             0.51

Less dividends and distributions:
    Dividends (from net investment income)   (0.01)
    Distribution(from net realized gain)      (0.03)           0.00
                                             --------------------------
                                             (0.04)           0.00
Net asset value,
  end of period                              $9.37            $10.51
                                         ==============================


Total Return                                (10.46%)            5.10%**



Net assets, end of period (000's)            $17,211             32,237
    

Average net assets for the period (000's)    $28,304              $29,803

Ratio of expenses to
  average net assets                           1.33%            1.70%*

Ratio of net investment income to
  average net assets                           0.35%              0.12%*

Portfolio turnover rate                       87.68%               0.00%*


*    Annualized
**  Total Return for periods less than one year is not annualized


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

                              FINANCIAL HIGHLIGHTS
                              ICON HEALTHCARE FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 24, 1997  (commencement   of
operations) through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.


                                              1998                  1997
Net asset value,
  beginning of period                         $11.78                 $10.00

Income from investment operations:
  Net investment income (loss)                  0.02                  (0.04)
  Net gains or (losses) on securities
     (both realized and unrealized)             0.35                    1.82
                                                -----------------------------
Total from investment operations                0.37                   1.78

Less dividends and distributions:
     Dividends (from net investment income)
     Distribution(from net realized gain)        (0.76)            0.00
                                               ------------------------------
                                                 (0.76)            0.00
Net asset value,
  end of period                                 $11.39                 $11.78
                                                 =============================

Total Return                                     3.77%                  17.80%**


Net assets, end of period (000's)               $31,153                $77,307

Average net assets for the period (000's)       $56,620                $59,164

Ratio of expenses to
  average net assets                             1.24%                  1.45%*

Ratio of net investment loss to
  average net assets                             (0.13%)               (0.80%)*

Portfolio turnover rate                           52.16%                71.81%
    


*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                                ICON LEISURE FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the  period  from  May 9,  1997 (commencement   of
operations)   through   September   30,  1997  and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                              1998                  1997
Net asset value,
  beginning of period                        $11.35                 $10.00


Income from investment operations:
  Net investment income (loss)                 0.02                   (0.01)
  Net gains or (losses) on securities
     (both realized and unrealized)            0.45                    1.36
                                              -----------------------------
Total from investment operations               0.47                    1.35


Less dividends and distributions:
     dividends (from net investment income)
     Distribution(from net capital gain)         (0.03)               0.00
                                                ----------------------------
                                                 (0.03)               0.00
Net asset value,
  end of period                                 $11.79                 $11.35
                                                =============================


Total Return                                     4.18%               13.50%**



Net assets, end of period (000's)                $54,426               $66,608

Average net assets for the period (000's)        $74,443               $45,444

Ratio of expenses to
  average net assets                              1.30%                 1.48%*

Ratio of net investment income to
  average net assets                               0.07%               (0.36%)*

Portfolio turnover rate                            34.17%               2.52%
    

       




*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                              ICON TECHNOLOGY FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 19, 1997 (commencement   of
operations)  through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.


                                               1998                1997
Net asset value,
  beginning of period                         $12.96               $10.00

Income from investment operations:
  Net investment income (loss)                (0.06)                (0.05)
  Net gains or (losses) on securities
     (both realized and unrealized)            (3.31)                3.01
                                               -----------------------------
Total from investment operations                (3.37)                2.96


Less dividends and distributions:
     Dividends (from net investment income)
     Distribution(from net realized gain)        (0.39)               0.00
                                                ----------------------------
                                                 (0.39)               0.00
Net asset value,
  end of period                                  $9.20               $12.96
                                                ==============================

Total Return                                      (26.17%)            29.60%**


Net assets, end of period (000's)                 $60,494            $41,849

Average net assets for the period (000's)          $73,057           $29,766

Ratio of expenses to
  average net assets                               1.31%              1.47%*

Ratio of net investment loss to
  average net assets                                (0.99%)            (0.88)%*

Portfolio turnover rate                              31.68%           44.57%
    



*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                   ICON TELECOMMUNICATION & UTILITIES FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the  period  from July 9,  1997 (commencement   of
operations)   through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                           1998                     1997
Net asset value,
  beginning of period                      $10.63                   $10.00


Income from investment operations:
  Net investment income (loss)              0.31                      0.06
  Net gains or (losses) on securities
     (both realized and unrealized)          3.28                     0.57
                                            ---------------------------------
Total from investment operations              3.59                     0.63


Less dividends and distributions:
     Dividends (from net investment income)    (0.04)                  0.00
     Distribution(from net realized gain)      (0.01)                  0.00
                                              ------------------------------
                                               (0.05)                  0.00
Net asset value,
  end of period                                $14.17                  $10.63
                                               ===============================

Total Return                                    33.88%                  6.30%**


Net assets, end of period (000's)               $23,749                $20,422

Average net assets for the period (000's)       $36,698                $19,230

Ratio of expenses to
  average net assets                             1.34%                  1.91%*

Ratio of net investment loss to
  average net assets                              2.12%                 1.62%*

Portfolio turnover rate                           155.72%               2.55%
    



*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                            ICON TRANSPORTATION FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the  period  from  May 9,  1997  (commencement   of
operations)  through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                           1998                     1997
Net asset value,
  beginning of period                      $12.40                   $10.00

Income from investment operations:
  Net investment income (loss)              0.01                      0.00
  Net gains or (losses) on securities
     (both realized and unrealized)         (2.71)                     2.40
                                            --------------------------------
Total from investment operations             (2.70)                    2.40

Less dividends and distributions:
     Dividends (from net investment income)   (0.01)                   0.00
     Distribution(from net realized gain)     (0.24)                   0.00
                                              -------------------------------
                                              (0.25)                   0.00
Net asset value,
  end of period                                $9.45                  $12.40
                                              ==================================


Total Return                                    (22.08%)              24.00%**



Net assets, end of period (000's)                $11,318              $22,531

Average net assets for the period (000's)        $17,975              $19,459

Ratio of expenses to
  average net assets                               1.41%                1.61%*

Ratio of net investment income to
  average net assets                               0.08%               (0.04%)*

Portfolio turnover rate                             10.62%              15.97%
    



*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                             ICON ASIA REGION FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 25, 1997 (commencement   of
operations)   through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                              1998                 1997
Net asset value,
  beginning of period                        $9.94                 $10.00

Income from investment operations:
  Net investment income (loss)                (0.04)                (0.01)
  Net gains or (losses) on securities
     (both realized and unrealized)            (3.81)               (0.05)
                                              ----------------------------
Total from investment operations                (3.85)             (0.06)

Less dividends and distributions:                0.00                0.00
                                              ----------------------------

 

Net asset value,
  end of period                                  $6.09               $9.94
                                                ============================


Total Return                                     (38.73%)            (0.60)%**


Net assets, end of period (000's)                $26,730            $58,279

Average net assets for the period (000's)        $45,361              $45,191

Ratio of expenses to
  average net assets                             1.65%                 1.66%*

Ratio of net investment loss to
  average net assets                             (0.45%)               (0.23)%*

Portfolio turnover rate                           69.57%               0.00%
    



*    Annualized
**  Total Return for periods less than one year is not annualized
- - -----------------------------------------------------------------------------

                              FINANCIAL HIGHLIGHTS
                         ICON NORTH EUROPE REGION FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 18, 1997 (commencement   of
operations)   through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.

                                            1998                     1997
Net asset value,
  beginning of period                       $11.06                   $10.00

Income from investment operations:
  Net investment income (loss)              (0.02)                     0.07
  Net gains or (losses) on securities
     (both realized and unrealized)          0.79                      0.99
                                            -----------------------------------
Total from investment operations             0.77                      1.06

Less dividends and distributions:
     Dividends (from net investment income)   (0.06)                   0.00
     Distribution(from net realized gain)     (0.14)                   0.00
                                              ----------------------------------
                                              (0.20)                   0.00
Net asset value,
  end of period                               $11.63                  $11.06
                                            ==================================

Total Return                                   7.00%                   10.60%**


Net assets, end of period (000's)              $39,726                 $49,947

Average net assets for the period (000's)      $49,406                 $36,212

Ratio of expenses to
  average net assets                            1.54%                  1.66%*

Ratio of net investment income to
  average net assets                            (0.41)%                 1.34%*

Portfolio turnover rate                          57.84%                 13.89%
    



*    Annualized
**  Total Return for periods less than one year is not annualized

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

                              FINANCIAL HIGHLIGHTS
                         ICON SOUTH EUROPE REGION FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 20, 1997 (commencement   of
operations)   through   September   30,  1997   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.


                                               1998                 1997
Net asset value,
  beginning of period                         $11.90                $10.00

Income from investment operations:
  Net investment income (loss)                 (0.23)                 0.10
  Net gains or (losses) on securities
     (both realized and unrealized)             0.93                 1.80
                                              ------------------------------
Total from investment operations                0.70                  1.90

Less dividends and distributions:
    Dividends (from net investment income)      (0.07)               0.00
    Distribution(from net realized gain)        (0.66)               0.00
                                               ----------------------------
                                                (0.73)               0.00
Net asset value,
  end of period                                   $11.87              $11.90
                                                  ============================

Total Return                                       6.11%               19.00%**


Net assets, end of period (000's)                  $9,452              $21,088

Average net assets for the period (000's)          $20,263             $15,055

Ratio of expenses to
  average net assets                                1.56%***            1.69%*

Ratio of net investment income to
  average net assets                                (0.26%)***          1.92%*

Portfolio turnover rate                              113.55%             7.29%



*    Annualized
**  Total Return for periods less than one year is not annualized
*** Includes reimbursement from co-administrator for fees and expenses.
    If these fees and expenses had not been reimbursed, the ratio of expenses to
    average net assets would have been 2.10% and the ratio of net investment
    income to average net assets would have been (0.79%)
- - -----------------------------------------------------------------------------
    

                              FINANCIAL HIGHLIGHTS
                         ICON SHORT-TERM FIXED INCOME FUND

   
The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout  the period from  February 7, 1997 (commencement   of
operation   through   September   30,  1997)   and   the  fiscal  year ended
September 30, 1998 have been audited by PricewaterhouseCoopers LLP,  independent
accountants,  whose  unqualified  report is  included  in the  Annual  Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information ("SAI"). The Financial Highlights should be read in conjunction with
the financial statements and notes included in the Annual Report.


                                            1998                       1997
Net asset value,
  beginning of period                      $10.03                      $10.00

Income from investment operations:
  Net investment income (loss)              0.76                       0.47
  Net gains or (losses) on securities
     (both realized and unrealized)         (0.14)                      0.03
                                           ---------------------------------
Total from investment operations             0.62                      0.50

Less dividends and distributions:
     Dividends (from net investment income)   (0.53)
     Distributions (from net realized gain)   (0.33)                  (0.47)
                                               ------------------------------
                                              (0.86)                  (0.47)
Net asset value,
  end of period                                $9.79                $10.03
                                              ===============================

Total Return                                   6.55%                  3.18%**

Net assets, end of period (000's)             $5,350                  $81,382

Average net assets for the period (000's)     $17,542                 $128,897

Ratio of expenses to
  average net assets                          0.11% ***                 1.10%*

Ratio of net investment income to
  average net assets                          5.66%***                 4.66%*

Portfolio turnover rate                       163.75%                   297.62%



*    Annualized
**  Total Return for periods less than one year is not annualized
*** Includes change to accounting estimates.  If this change had not
    been made the ratio of expenses to average net assets would have been 0.84%
    and the ratio of net investment income to average net assets would have been
    4.93%.
    

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


                       INVESTMENT OBJECTIVE AND STRATEGIES

                                U.S. EQUITY FUNDS

The  investment  objective  of each U.S.  Equity  Fund is to  provide  long-term
capital  appreciation.  Each Fund seeks to achieve its  objective  by  investing
primarily  in  equity   securities,   including   common  stock  and  securities
convertible into common stock of U.S. issuers.

Each U.S.  Equity Fund focuses on a  particular  investment  area.  Under normal
circumstances, at least 65% of the total assets of each Fund will be invested in
securities of companies  principally  engaged in its  particular  named industry
sector.  For the  purposes  of these  policies,  a company is  considered  to be
"principally  engaged" in business  activities in a specific  sector if at least
50% of its assets, gross income or net sales are derived from activities in such
sector,  or at least  50% of its  assets  are  dedicated  to the  production  of
revenues from such sector. In circumstances  where, based on available financial
information, a question exists as to whether or not a company meets one of these
standards,  the Fund may  invest in the  securities  of such a  company  only if
Meridian determines,  after review of information describing the company and its
business  activities,  that the company's primary business is within the sector.
The  remainder  of the  Fund's  assets may be  invested  in debt  securities  of
companies in the sector and/or equity and debt  securities of companies  outside
of the sector if, in the opinion of Meridian,  such securities  stand to benefit
from developments in the sector.

Each U.S. Equity Fund is comprised of industry-specific  "baskets" of securities
which are subsets of such  sector,  examples of which are  provided  below under
each fund's description.  Each industry basket will encompass a sample of stocks
from  Meridian's  approved  list for such  industry.  In selecting and weighting
companies for inclusion in each basket, Meridian ordinarily looks for several of
the following  characteristics:  high growth;  healthy  balance  sheet;  pricing
flexibility;    strong   management;    liquidity;   and   generally   operating
characteristics which will enable the companies to compete successfully in their
respective  markets.  Based on its proprietary  research and investment methods,
Meridian  may, from time to time,  add,  delete,  or replace a company  within a
basket.

Investment  selection  and  weighting  of baskets  within each Fund are based on
industry  attractiveness.  In attempting to determine  industry  attractiveness,
Meridian  uses its  proprietary  valuation  model to  analyze  its  universe  of
individual  stocks based on the  following  factors:  historical  and  estimated
future earnings; long-term earnings growth projections; risk; current and future
interest rate  conditions;  and current price.  Meridian then groups stocks into
their  representative  industry  classifications  in  order to  determine  those
industries Meridian deems to be attractive relative to other industries.

The U.S. Equity Funds are non-diversified,  and each may invest up to 25% of its
total assets in the securities of one issuer.  However,  no Fund may invest more
than 5% of its total assets in  securities of any company that derives more than
15% of its revenues from  brokerage or investment  management  activities.  As a
result,  investments  in  the  equity  funds  may  involve  greater  risks  than
investments in other types of mutual funds.

ICON BASIC MATERIALS FUND - Industry  baskets  include,  but are not limited to:
Construction;  Containers;  Gold;  Chemicals;  Mining;  Metal/Aluminum;  Paper &
Forest Products;  Metal Fabricators;  and Steel. Based on Meridian's proprietary
research and  methodology  and under normal  market  conditions,  Meridian  will
actively  invest and weight the Fund's assets in those  industry  baskets within
the Basic  Materials  Fund that are deemed to be  attractive  relative  to other
industries in the sector.

Many companies in the basic materials sector are  significantly  affected by the
level and  volatility  of commodity  prices,  the exchange  value of the dollar,
import controls,  and worldwide  competition.  At times, worldwide production of
these  materials has exceeded  demand as a result of  over-building  or economic
downturns, leading to poor investment returns or losses. Other risks may include
liability  for  environmental  damage,  depletion  of  resources,  and  mandated
expenditures  for safety and pollution  control.  In addition,  the  environment
services industry can be impacted by legislation,  government  regulations,  and
enforcement policies.  As regulations are developed and enforced,  companies may
be required to alter or cease production of a product or service.

The price of  precious  metals  is  affected  by broad  economic  and  political
conditions.  For  example,  the price of gold and other  precious  metal  mining
securities can face substantial  short-term  volatility  caused by international
monetary  and  political   developments   such  as  currency   devaluations   or
revaluations,  economic  and  social  conditions  within  a  country,  or  trade
restrictions  between  countries.  Since much of the world's  gold  reserves are
located in South  Africa,  the social and economic  conditions  there can affect
gold and gold-related companies located elsewhere.  The price of precious metals
is closely tied to broad economic and political conditions.

ICON  CAPITAL  GOODS FUND - Industry  baskets  include,  but are not limited to:
Chemicals;  Building Materials;  Conglomerates;  Electrical  Equipment;  Machine
Tools;     Machinery     (Diversified);     Manufacturing;     and     Pollution
Control/Environment.  Based on Meridian's  proprietary  research and methodology
and under normal market conditions, Meridian will actively invest and weight the
Fund's assets in those  industry  baskets within the Capital Goods Fund that are
deemed to be attractive relative to other industries in the sector.

Companies in the chemical  processing field are subject to intense  competition,
product obsolescence,  and significant government regulation. As regulations are
developed  and  enforced,  such  companies  may be  required  to  alter or cease
production  of a product,  to pay fines,  or to pay for  cleaning  up a disposal
site. In addition, chemical companies face unique risks associated with handling
hazardous products.

The success of equipment  manufacturing  and  distribution  companies is closely
tied to overall capital  spending  levels,  which is influenced by an individual
company's  profitability,  and broader issues such as interest rates and foreign
competition.  The  industry may also be affected by economic  cycles,  technical
progress, labor relations, and government regulations.

ICON CONSUMER CYCLICALS FUND - Industry baskets include, but are not limited to:
Hardware  &  Tools;   Engineering  &  Construction;   Home-building/Manufactured
Housing;    Household    Furnishings   &    Appliances;    Household/Housewares;
Retail-General/Department  Stores;  Retail-Specialty;  Retail-Specialty Apparel;
Shoes; Textile-Apparel Manufacturers;  and Toys. Based on Meridian's proprietary
research and  methodology  and under normal  market  conditions,  Meridian  will
actively  invest and weight the Fund's assets in those  industry  baskets within
the Consumer  Cyclicals Fund that are deemed to be attractive  relative to other
industries in the sector.

The success of consumer product  manufacturers  and retailers is closely tied to
the  performance  of the  overall  economy,  interest  rates,  competition,  and
consumer confidence.  Success depends heavily on disposable household income and
consumer  spending.  Changes in demographics  and consumer tastes can affect the
demand for, and success of, consumer products in the marketplace.

ICON CONSUMER STAPLES FUND - Industry  baskets include,  but are not limited to:
Beverages;      Cosmetics;      Distributors-Consumer      Products;      Foods;
Household/Housewares;  Retail-Drug;  Retail-Food  Chains; and Tobacco.  Based on
Meridian's   proprietary  research  and  methodology  and  under  normal  market
conditions,  Meridian will actively invest and weight the Fund's assets in those
industry  baskets  within  the  Consumer  Staples  Fund  that are  deemed  to be
attractive relative to other industries in the sector.

The success of retailing  companies is closely tied to consumer spending,  which
is affected by general economic  conditions and consumer  confidence levels. The
retailing industry is highly competitive,  and a company's success is often tied
to its  ability  to  anticipate  changing  consumer  tastes.  In  addition,  the
agriculture/food  industry  is  impacted  by  supply  and  demand,  which may be
affected  by  demographic  and  product  trends,  and by  food  fads,  marketing
campaigns,  and environmental  factors.  In the U.S., the agricultural  products
industry is subject to regulation by numerous government agencies.

ICON  ENERGY  FUND  -  Industry  baskets  include,   but  are  not  limited  to:
Oil-Domestic   and   International   Integrated;   Oil-Equipment   &   Drilling;
Oil-Exploration & Production;  and Natural Gas. Based on Meridian's  proprietary
research and  methodology  and under normal  market  conditions,  Meridian  will
actively  invest and weight the Fund's assets in those  industry  baskets within
the Energy Fund that are deemed to be attractive relative to other industries in
the sector.

Securities  of companies in the energy field are subject to changes in value and
dividend yield which depend largely on the price and supply of both conventional
and  alternative  energy  sources.  Swift price and supply  fluctuations  may be
caused by events relating to international  politics,  energy conservation,  the
success of energy  source  exploration  projects,  and tax and other  regulatory
policies of domestic and foreign governments.

ICON FINANCIAL SERVICES FUND - Industry baskets include, but are not limited to:
Banks;      Financial      Services;      Insurance      Property      Casualty;
Insurance-Life/Multi-line;  Investment  Banks/Brokerage  Firms;  Personal Loans;
Real Estate Investment Trusts; and Savings & Loan Companies. Based on Meridian's
proprietary  research  and  methodology  and  under  normal  market  conditions,
Meridian  will actively  invest and weight the Fund's  assets in those  industry
baskets  within the  Financial  Services  Fund that are deemed to be  attractive
relative to other industries in the sector.

Financial  services companies are subject to extensive  governmental  regulation
which may limit both the amounts and types of services offered,  loans and other
financial  commitments  permitted,  and the  interest  rates  and fees  they can
charge.  Profitability  is largely  dependent  on the  availability  and cost of
capital  funds,  and can fluctuate  significantly  when  interest  rates change.
Credit losses resulting from financial  difficulties of borrowers can negatively
impact the  industry.  Company  profits are  affected by interest  rate  levels,
general  economic  conditions,  and price and marketing  competition.  Insurance
companies are subject to severe price  competition and may be impacted by events
or  trends  such  as  natural  catastrophes,  mortality  rates,  or  recessions.
Similarly,  as the services  offered by banks  expand,  banks are becoming  more
exposed to well-established competitors. This exposure has also increased due to
the  erosion  of  historical  distinctions  between  regional  banks  and  other
financial institutions. With respect to brokerage firms, changes in regulations,
brokerage  commission  structure,  stock  and  bond  market  activity,  and  the
competitive  environment,  combined  with the  operating  leverage  inherent  in
companies in these industries, can produce erratic returns over time. (Under the
1940 Act and SEC regulations,  the Fund may not invest more than 5% of its total
assets in the equity securities of any company that derives more than 15% of its
revenues from brokerage or investment management activities.)

Companies  in the real estate  industry are subject to a variety of factors such
as government  spending on housing  subsidies,  public works, and transportation
facilities,  as well as changes  in  interest  rates,  consumer  confidence  and
spending,  taxation,  demographic  patterns,  the level of new and existing home
sales, and other economic activity.

ICON  HEALTHCARE  FUND -  Industry  baskets  include,  but are not  limited  to:
Biotechnology;  Healthcare  Delivery;  Healthcare Drugs  (Pharmaceuticals);  and
Medical  Equipment  & Devices.  Based on  Meridian's  proprietary  research  and
methodology  and under normal market  conditions,  Meridian will actively invest
and weight the Fund's assets in those  industry  baskets  within the  Healthcare
Fund that are  deemed  to be  attractive  relative  to other  industries  in the
sector.

The demand for health care  services  should  increase as the  population  ages.
However,  studies  have shown the  ability of health care  providers  to curtail
unnecessary  hospital  stays and reduce  costs.  These  changes  could alter the
health care  industry,  focusing it more on home care, and placing less emphasis
on inpatient revenues as a source of profit. The health care industry is subject
to government regulation and approval of products and services, which could have
a  significant  effect on price and  availability.  Moreover,  federal and state
governments  provide a substantial  percentage of revenues to health are service
providers.  These sources are subject to extensive governmental regulation,  and
appropriations  are a  continued  source of  debate.  The types of  products  or
services  produced  or  provided by a  particular  company  may  quickly  become
obsolete.   Similarly,   biotechnology   companies   are   affected   by  patent
considerations,    intense   competition,   rapid   technological   change   and
obsolescence,  and regulatory requirements. In addition, many of these companies
may not offer  products  yet and may have  persistent  losses or erratic  review
patterns.

ICON  LEISURE  FUND  -  Industry  baskets  include,  but  are  not  limited  to:
Broadcasting/Cable;       Hotel-Motel;      Leisure      Time/Recreation/Gaming;
Publishing-Newspapers;  Publishing/Printing;  Tobacco; and Restaurants. Based on
Meridian's   proprietary  research  and  methodology  and  under  normal  market
conditions,  Meridian will actively invest and weight the Fund's assets in those
industry  baskets  within  the  Leisure  Fund that are  deemed to be  attractive
relative to other industries in the sector.

Securities  of  the  companies  in  the  leisure   industry  may  be  considered
speculative and generally  exhibit  greater  volatility than the overall market.
Many companies have  unpredictable  earnings due, in part, to changing  consumer
tastes  and  intense   competition.   The  industry  has  reacted   strongly  to
technological developments and to the threat of government regulations.  Some of
the companies in these industries are undergoing  significant  change because of
federal  deregulation  of  cable  and  broadcasting.  As a  result,  competitive
pressures are intense and the stocks are subject to increased price volatility.

ICON  TECHNOLOGY  FUND -  Industry  baskets  include,  but are not  limited  to:
Communication-Equipment/Manufacturing;  Computer  Software & Services;  Computer
Systems; Electronics-Defense/Instrumentation; Electronics-Semiconductors; Office
Equipment & Supplies; and  Photography/Imaging.  Based on Meridian's proprietary
research and  methodology  and under normal  market  conditions,  Meridian  will
actively  invest and weight the Fund's assets in those  industry  baskets within
the  Technology  Fund  that  are  deemed  to be  attractive  relative  to  other
industries in the sector.

Competitive  pressures and changing domestic and international demand may have a
significant  effect on the  financial  condition  of  companies  in the computer
industry.  Companies in the industry  spend heavily on research and  development
and are sensitive to the risk of product obsolescence. Competitive pressures may
have a  significant  effect  on the  financial  condition  of  companies  in the
technology  industry.  For  example,  if  technology  continues to advance at an
accelerated rate, and the number of companies and product offerings continues to
expand,  these  companies could become  increasingly  sensitive to short product
cycles and aggressive pricing. Products or services provided by these industries
may be in the  development  stage and can face  risks  such as failure to obtain
financing or regulatory approval, intense competition,  product incompatibility,
consumer preference, and rapid obsolescence.

ICON  TELECOMMUNICATION & UTILITIES FUND - Industry baskets include, but are not
limited to: Cellular; Electric, Gas and Water Utilities; and Telecommunications.
Based on Meridian's proprietary research and methodology and under normal market
conditions,  Meridian will actively invest and weight the Fund's assets in those
industry baskets within the  Telecommunication  & Utilities Fund that are deemed
to be attractive relative to other industries in the sector.

Energy  service firms are affected by supply and demand both for their  specific
product or service,  and for energy  products  in general.  The price of oil and
gas, exploration and production spending,  governmental regulation, world events
and economic conditions will likewise affect the performance of these companies.

Public utility stocks have traditionally produced above-average dividend income,
but the Fund's  investments are based on growth potential.  The gas and electric
public  utilities  industries  may be  subject  to broad  risks  resulting  from
governmental regulation,  financing difficulties,  supply and demand of services
or fuel, and special risks  associated with energy and atmosphere  conservation.
The Fund may not own more than 5% of the outstanding  voting  securities of more
than one public utility company as defined by the Public Utility Holding Company
Act of 1935.

Companies in the  telecommunications  field may range from traditional local and
long-distance telephone service or equipment providers, to companies involved in
new  technologies  such as  cellular  telephone  or paging  services.  Telephone
operating companies are subject to both federal and state regulations  governing
rates of return and services that may be offered. Many companies in the industry
fiercely compete for market share.  Although telephone  companies usually pay an
above average dividend,  the Fund's investment  decisions are primarily based on
growth potential and not on income.

ICON  TRANSPORTATION  FUND - Industry baskets  include,  but are not limited to:
Aerospace/Defense;  Automobiles;  Airlines; Railroads; Heavy Duty Truck & Parts;
and Truckers. Based on Meridian's proprietary research and methodology and under
normal market  conditions,  Meridian will actively  invest and weight the Fund's
assets in those industry baskets within the Transportation  Fund that are deemed
to be attractive relative to other industries in the sector.

Profitability  in these  industries is  substantially  influenced by competition
within the industry,  domestic and foreign economies and government  regulation,
and the price of fuel.  The  airline  industry  is still  feeling the effects of
deregulation.  In  addition,  the  automotive  industry is highly  cyclical  and
companies in the industry may suffer periodic  operating  losses.  While most of
the major  participants  in the  transportation  sector are  large,  financially
strong  companies,  some are  smaller  with a  non-diversified  product  line or
customer base.

                           INTERNATIONAL EQUITY FUNDS

The  investment  objective  of each  International  Equity  Fund  is to  provide
long-term  capital  appreciation.  Each Fund seeks to achieve its  objective  by
investing primarily in equity securities  including common stocks and securities
convertible into common stocks of foreign issuers.

Each International Equity Fund focuses on a particular  geographic region of the
world. Under normal circumstances, at least 65% of the total assets of each Fund
will be invested in securities of companies  principally engaged in the business
activities in its particular named geographic  region. For the purposes of these
policies,  a company is  considered  to be  "principally  engaged"  in  business
activities  in a specific  region if, in the opinion of Meridian,  it has one or
more of the  following  characteristics:  (i) its principal  securities  trading
market is in that  region;  (ii) the company  derives at least 50% of its annual
revenue from either goods  produced,  sales made, or services  performed in that
region; or (iii) the company is operating in and is organized under the laws of,
or has its  principal  offices in, a country in that  region.  In  circumstances
where,  based on available  financial  information,  a question exists whether a
company meets one of these  standards,  the Fund may invest in the securities of
such a  company  only  if  Meridian  determines,  after  review  of  information
describing the company and its business  activities,  that the company's primary
business  is within  the  region.  The  remainder  of the  Fund's  assets may be
invested in debt  securities  of companies in the region  and/or equity and debt
securities  of  companies  outside of the region if, in the opinion of Meridian,
such  securities  stand  to  benefit  from  developments  in  the  region.   The
International  Equity Funds do not have a policy to  concentrate in a particular
industry or group of industries.

Each  International  Equity Fund is comprised of  country-specific  "baskets" of
securities  which are subsets of such region,  examples of which are provided in
each Fund's  description.  Each of these country baskets will encompass a sample
of stocks from Meridian's approved list for its respective country. In selecting
and weighting companies for inclusion in each basket,  Meridian ordinarily looks
for several of the  following  characteristics:  high  growth;  healthy  balance
sheet;  pricing  flexibility;  strong  management;   liquidity;  and  acceptable
operating   characteristics   which  will  enable  the   countries   to  compete
successfully in their respective markets.  Based on its proprietary research and
investment  methods,  Meridian may, from time to time, add, delete, or replace a
company within a basket.

Investment  selection  and  weighting  of baskets  within each Fund are based on
country  attractiveness.  In  attempting  to determine  country  attractiveness,
Meridian  uses its  proprietary  valuation  model to  analyze  its  universe  of
individual  stocks based on the  following  factors:  historical  and  estimated
future earnings; long-term earnings growth projections; risk; current and future
interest rate  conditions;  and current price.  Meridian then groups stocks into
their  representative  country  classifications  in  order  to  determine  those
countries Meridian deems to be attractive relative to other countries.

   
The International Equity Funds are non-diversified,  and each Fund may invest up
to 25% of its  total  assets  in the  securities  of one  issuer.  As a  result,
investments in these Equity Funds may involve greater risks than  investments in
other types of mutual  funds.

     ICON ASIA REGION  FUND - May  include,  but is not  limited to,  baskets of
securities from the following  countries:  China; plus Hong Kong; Japan;  Korea;
and Taiwan.  Based on Meridian's  proprietary research and methodology and under
normal market  conditions,  Meridian will actively  invest and weight the Fund's
assets in those country  baskets  within the Asia Region Fund that are deemed to
be attractive relative to other countries in the region.

     China is a nation in Eastern Asia  bordering the South China Sea. China has
a  population  of over 1.2 billion.  China's  main  trading  partners are Japan,
Taiwan, United States,  Germany and South Korea. Primary industries Include iron
and steel, coal, machine building,  armaments,  chemical  fertilizers,  consumer
durables, automobiles, consumer electronics and telecommunications. The currency
is the Chinese Yuan.  The Chinese  government  continues its move to a more open
economy under Communist  rule.  State approval is required for projects over $30
million.
    

The  standard  rate of  withholding  for  dividends  is 10%.  However,  there is
currently no withholding tax in China.  The tax has been suspended  indefinitely
since October, 1993. Capital gains may be taxed at a 10% rate; however,  capital
gains taxes have also been suspended indefinitely since October 1993.

Hong Kong is located off the coast of China  bordering the South China Sea. Hong
Kong's  population is over 6.06 million.  Principal exports to the United States
are  machinery,  precious  metals and stones,  plastics,  optical  and  surgical
instruments,  meat and vehicles.  The national currency is the Hong Kong Dollar.
The value of the Stock Exchange of Hong Kong Limited is greater than 100% of The
Hong Kong gross domestic product.

There are no dividend or capital gains taxes in Hong Kong.  However,  if profits
arise from trading an investment that was held for speculative  reasons, a 17.5%
tax rate may be levied.

Hong Kong was  transferred  from the status of British  territory to the rule of
The People's  Republic of China on July 1, 1997.  Hong Kong is now  considered a
special  administrative  region with its own law for another fifty years under a
government imposed by China.

   
JAPAN is a country  located off the east coast of Asia.  Japan's  population  is
over 125 million.  Electrical and electronic equipment,  automobiles,  machinery
and chemicals are the major industries.  The currency is the Japanese Yen. There
are eight stock exchanges in Japan along with an  over-the-counter  market.  The
market in Japan is divided into three sections.  The First Section trades in the
largest and most active  stocks.  This section  accounts for 95% of total market
capitalization.  The  Second  Section  trades in those  issues  which have lower
turnover than the First Section, which are newly quoted on the exchange or which
would  otherwise  be traded  over-the-counter.  The Third  Section  consists  of
foreign stocks. These are traded over-the-counter.
    

Dividends  are withheld at a standard  rate of 20%.  Capital gains are not taxed
unless the holding is at least 25% of a company's  shares and at least 5% of the
position is sold. Here, the tax liability is 18%.

   
SOUTH KOREA, bordering the Sea of Japan and the Yellow Sea, lies in Eastern Asia
on the southern half of the Korean peninsula.  South Korea has a population over
45  million.  Electronics,  auto  production,  chemicals,  shipbuilding,  steel,
textiles,  clothing,  footwear and food processing are the major industries. The
currency is the Korean Won. The  export-oriented  economy has grown  dynamically
with the help of a  entrepreneurial  society.  Korea's main trading partners are
the United States, Japan and the countries of the European Union.
    

Dividends are withheld at a standard  rate of 25%. An  additional  10% surtax is
levied.  Capital  gains  realized  by  a  foreign  investor  from  South  Korean
securities  are taxed at an 11% rate.  Where there is an  identifiable  purchase
price,  taxes may be withheld  at the lower of 11% of sale  proceeds or 27.5% of
the gain.

TAIWAN is an Eastern Asian nation off the  southeastern  coast of China.  Taiwan
has a population over 21 million. Electronics,  textiles,  chemicals,  clothing,
food  processing,  plywood,  sugar milling,  cement,  shipbuilding and petroleum
refining constitute the major industries. The currency is the Taiwan Dollar.

Taiwan's major trading partners are the United States,  Hong Kong, Japan and the
European Union countries.

Dividends are withheld at a rate of 20% if invested  through an approved foreign
investment  company.  The full local  withholding tax is 25%.  Capital gains are
currently not taxable  although the  government  has recently made  proposals to
reimpose the tax.

ICON SOUTH PACIFIC REGION FUND - May include,  but is not limited to, baskets of
securities from the following countries:  Australia;  Indonesia;  Malaysia;  New
Zealand; and Singapore. Based on Meridian's proprietary research and methodology
and under normal market conditions, Meridian will actively invest and weight the
Fund's assets in those country baskets within the South Pacific Region Fund that
are deemed to be attractive relative to other countries in the region.

AUSTRALIA is located in the South  Pacific.  Australia has a population  over 18
million.  Mining,  industrial and  transportation  equipment,  food  processing,
chemicals and steel are included in Australia's major  industries.  The currency
is the Australian Dollar. Australia houses seven stock exchanges with the Sydney
and Melbourne being the largest regionally. The Australian Stock Exchange is the
national exchange. All seven are subject to the Securities Industry Act.

Dividends are generally paid  semi-annually.  Unfranked dividends are subject to
30% tax  withholding.  Dividends are considered  franked if they are paid out of
profits  already subject to the corporate  income tax of 39%.  Capital gains are
not taxed if they  result  from an equity  holding  of less than 10% of a public
company. Otherwise, capital gains are taxed at 33%.

Australia is the world's largest producer of wool.  Leading trading partners are
the United States, New Zealand and Japan. Principal exports to the United States
from  Australia  include  aircraft  and  associated  equipment,  computers  (ADP
equipment), computer parts and accessories and measuring instruments.

   
INDONESIA is a nation in Southeastern  Asia that sits as an archipelago  between
the Indian and Pacific  Oceans.  Indonesia has  a population  over 200  million.
Agriculture  accounts for 21% of gross domestic product.  Indonesia was once the
world's  largest  rice  importer.  The  country is now  nearly  self-sufficient.
Petroleum  and natural gas,  textiles,  mining,  cement,  chemical  fertilizers,
plywood,  food and  rubber  are other  important  industries  to the  Indonesian
economy.  The currency is the  Indonesian  Rupiah.  Dividends  are withheld at a
standard rate of 20%. Capital gains are taxed at a rate of 0.10%.

MALAYSIA  is  located  in  Southeastern  Asia as a  peninsula  and the  northern
one-third of the island of Borneo.  Malaysia  has a population  over 19 million.
Singapore,  the United  States and Japan are major trading  partners.  Commodity
exports of the nation include electronic equipment,  petroleum,  palm oil, wood,
rubber and  textiles.  The  currency  is the  Malaysian  Ringitt.  Malaysia  has
experienced rapid development with the help of foreign investment. The potential
for damaging  inflation is present but fiscal and monetary  policies are closely
monitored by the government (e.g., effective September 1998, foreign investors
may not convert Ringitts until one year after the investment dates).
    

Markets have been regulated  under the  Securities  Industry Act as of 1983. The
main board of the Kuala Lumpur Stock  Exchange  houses  large  issues.  A second
board was established in 1988 to handle smaller companies.  There is no dividend
withholding tax in Malaysia.  However,  Malaysian  residents receive a corporate
tax credit attached to dividends at a rate of 30%.  Non-resident  Malaysians may
see a 30% charge on gross  dividends.  This is not a  withholding  tax,  it is a
deduction  of tax  credits.  Capital  gains may be levied on a disposal  of real
estate  company  shares up to 20%.  Otherwise,  capital gains are not taxable in
Malaysia.

NEW ZEALAND  consists of two islands  located in the South Pacific.  New Zealand
has a  population  over 3  million.  Major  exports to the  United  States  are:
aircraft, data processing equipment, fertilizers,  telecommunications equipment,
scientific   instruments,   polymers,   petroleum  products,   books  and  sound
recordings. The currency is the New Zealand Dollar.

Dividends  are withheld at a standard  rate of 30%.  Investors  holding a voting
interest of less than 10% in a dividend paying company are entitled to a partial
refund of the  imputed tax  credit.  Imputed tax credits are given on  dividends
made out of income that has  suffered  corporate  tax at a 33% rate.  The credit
allowed is 35.82% of the imputed credits on the dividend.  Capital gains are not
taxed.

SINGAPORE is a nation in Southeastern  Asia. The country's  islands fall between
Malaysia  and  Indonesia.  Singapore's  population  is  over  3  million.  Major
Industries  include petroleum  refining,  electronics,  oil drilling  equipment,
rubber  processing  and rubber  products,  processed  food and  beverages,  ship
repair,  financial services,  and biotechnology.  Singapore acts as a center for
trade.  The currency is the Singapore  Dollar.  The Stock  Exchange of Singapore
separated  from the Kuala  Lumpur  Stock  Exchange in 1973 but the two  remained
closely tied until 1989 when dual listings were terminated. The Singapore market
has a strong international orientation.

There is no dividend  withholding tax in Singapore.  Tax credits are attached to
dividends  and  non-Singaporean  residents  are  not  entitled  to  the  credit.
Therefore,  non-residents  may see a 27% tax charge on gross dividends.  Capital
gains are not taxable in Singapore.

ICON NORTH EUROPE REGION FUND - May include,  but is not limited to,  baskets of
securities from the following countries:  Belgium;  Denmark;  Finland;  Germany;
Ireland;  Netherlands;  Norway;  Sweden; and United Kingdom. Based on Meridian's
proprietary  research  and  methodology  and  under  normal  market  conditions,
Meridian  will  actively  invest and weight the Fund's  assets in those  country
baskets  within the North  Europe  Region Fund that are deemed to be  attractive
relative to other countries in the region.

BELGIUM is a European  nation  located  northeast  of the  English  Channel  and
southeast  of  the  North  Sea.  Belgium  has  a  population  over  10  million.
Engineering  and metal  products,  auto assembly,  processed food and beverages,
chemicals,  basic  metals,  textiles,  glass,  petroleum  and coal are the major
industries.


The currency is the Belgian  Franc.  The Brussels Stock Exchange is organized as
The Societe de la Bourse de Valeurs Mobileres de Bruxelles  (SBVM).  The Banking
And Finance Commission controls the power to approve securities houses.  Belgium
is a multi-lingual  country with Dutch and French the two official  languages in
Brussels.  English  and German  are  spoken  often in  business.  Dividends  are
withheld at a standard rate of 25%. A sign off by the tax office is necessary in
cases where reclamation is available. Capital gains are not taxed in Belgium.

Belgium is a member of the European  Union and Brussels  houses the main offices
of the European Parliament.

DENMARK is located in Northern Europe.  Denmark has a population over 5 million.
Chief industries of the nation include food processing, machinery and equipment,
textiles and clothing, chemicals, electronics, construction, furniture and other
wood products and  shipbuilding.  Denmark is a member of the European Union. The
Danish  currency is the Krona.  The central  bank  attempts to maintain a stable
Krona against the core European currencies.

Dividends  are  withheld  at a rate of 25%.  A sign  off by the  tax  office  is
necessary in cases where  reclamation is available.  Capital gains are not taxed
in Denmark.

FINLAND,  bordered by Norway,  Sweden and Russia, is located in Northern Europe.
Finland has a population over 5 million. Metal products, shipbuilding,  forestry
And wood  processing,  copper  refining,  foodstuffs,  chemicals,  textiles  and
clothing are the major  industries.  The currency is the Finnish  Markka.  Other
major industries are machinery, metals, ship building, textiles and clothing.

The only stock  exchange  in Finland is the  Helsinki  exchange.  Dividends  are
withheld at a standard rate of 28%.  Capital  gains are not taxed.  Finland is a
member of the European Union.

GERMANY is a Western  European  nation  bordered by Denmark,  Poland,  the Czech
Republic, Austria, Switzerland, France, the Netherlands, Belgium and Luxembourg.
Germany has a population over 83 million. Iron, steel, coal, cement,  machinery,
chemicals,  coal, steel, ships and automobiles  constitute the major industries.
The currency is the German Mark.  Germany houses eight stock  exchanges with the
Frankfurt exchange being the largest. The need for financing is primarily filled
by banking institutions.  The equity market is relegated to a lesser role. There
are, however,  three levels of equity trading.  The first is the official market
where there is trading in shares of the official listings.  The "semi- official"
market controls trading in shares not in the official listing. Finally, there is
the unofficial, over-the-counter market.

Dividends  are  withheld at a standard  rate of  26.875%.  A sign off by the tax
office is necessary in cases where  reclamation is available.  Capital gains are
not taxed if they  result  from an equity  holding  of less than 25% of a public
company. Otherwise,  capital gains are taxed at a maximum of 45%. Germany is one
of the original  members of the European Common Market which  eventually  became
the European Union.  Economic  unification of East and West Germany  occurred in
July of 1990, with political  unification  following suit in October of the same
year.

The REPUBLIC OF IRELAND is a European  nation that occupies  five-sixths  of the
island of Ireland, located just west of England. Ireland has a population over 3
million.  Food  products,  textiles,   chemicals,   clothing,   pharmaceuticals,
transportation equipment, glass and crystal, brewing and machinery are the major
industries of Ireland. The economy is trade dependent. The currency is the Irish
Pound. Ireland is a member of the European Union.

Dividends  are taxed at the  corporate  level before  distribution.  The advance
payment of corporation tax is currently 29.87%. There is no capital gains tax.

NETHERLANDS  is located in Western  Europe on the North Sea.  Netherlands  has a
population  over 15 million.  Agroindustries,  metal and  engineering  products,
electrical machinery and equipment,  chemicals, petroleum, fishing, construction
and microelectronics  constitute the major industries. The currency is the Dutch
Guilder.  Trading occurs on the Amsterdam Stock Exchange although there is not a
significant  amount of activity.  Bank financing is used  extensively to fulfill
capital requirements.

Dividends  are withheld at a standard  rate of 25%. A sign off by the tax office
is necessary in cases where  reclamation  is  available.  Capital  gains are not
taxed.

NORWAY is the western most country in Scandinavia,  located in Northern  Europe.
Norway has a population over 4 million. Fishing, engineering, metals, chemicals,
Food  processing,  paper,  shipbuilding  and oil and gas  constitute  the  major
industries. The currency is the Norwegian Krone.

Dividends are withheld at a standard rate of 25%.  Capital gains are not taxable
in Norway. The Norwegian population has opted out of the European Union.

SWEDEN is a nation located in Northern Europe between Norway and Finland. Sweden
has a population over 8 million. Iron and steel, precision equipment,  wood pulp
and  paper  products,  processed  food  and  automobiles  constitute  the  major
industries. The Swedish Krona is the country's currency.

The Stockholm Stock Exchange is the largest exchange in Sweden.  There are three
markets for trading shares. The A1 list consists of the largest and most heavily
traded companies.  The over-the-counter  market caters to small and medium sized
companies.  Finally,  there is the  unofficial  parallel  market which trades in
unlisted shares.

Dividends are withheld at a standard rate of 30%.  Capital gains are not taxable
in Sweden. Sweden is a member of the European Union(EU). Countries within the EU
are Sweden's main trading partners.

The  UNITED  KINGDOM  is a group of  islands  located  to the  northwest  of the
European  mainland,  across the English  Channel.  It is  comprised  of England,
Scotland,  Wales and northern Ireland.  The United Kingdom has a population over
58 million.  Steel, metals, ship building,  shipping,  banking and insurance are
some of the major  industries.  The  currency is the British  Pound.  The United
Kingdom   is  the   largest   equity   market  in  Europe  in  terms  of  market
capitalization.  There are fourteen stock  exchanges in the United Kingdom which
make up the  International  Stock  Exchange.  The  largest is the  London  Stock
Exchange  which has the largest volume of trading in  international  equities in
the world.

Corporations  are taxed on any dividend  before it is  distributed.  A credit is
available for a refund less a 15% tax on the total distribution plus tax credit.
Capital gains are not taxed in the United Kingdom.The United Kingdom is a member
of the European Union.

ICON SOUTH EUROPE REGION FUND - May include,  but is not limited to,  baskets of
securities  from  the  following  countries:  Austria;  France;  Greece;  Italy;
Portugal;  Spain; and Switzerland.  Based on Meridian's proprietary research and
methodology  and under normal market  conditions,  Meridian will actively invest
and weight the Fund's  assets in those country  baskets  within the South Europe
Region Fund that are deemed to be attractive  relative to other countries in the
region.

AUSTRIA is a Central European nation with Germany, the Czech Republic,  Hungary,
Italy,  Slovenia and Croatia as its neighbors.  Austria has a population  over 8
million.  Major industries  include foods, iron and steel,  machines,  textiles,
chemicals,  paper and pulp,  tourism,  mining and  autos.  The  currency  is the
Austrian  Schilling.  The Vienna  Stock  Exchange  was  established  in 1771 and
declared an autonomous institution by the Stock Exchange Act of 1875.

Dividends  are withheld at a standard  rate of 22%. A sign off by the tax office
is necessary in cases where  reclamation  is  available.  Capital  gains are not
taxed  if they  result  from an  equity  holding  of less  than  10% of a public
company.  Otherwise,  capital  gains are taxed at a maximum of 34%.  Austria has
been a member of the European  Union since the beginning of 1995,  and Austria's
monetary policy closely tracks that of Germany.

FRANCE is a Western  European nation bordered by Belgium,  Luxembourg,  Germany,
Switzerland,  Italy and Spain.  France has a population over 58 million.  Steel,
chemicals,  textiles,   automobiles,  wine,  perfume,  aircraft  and  electronic
equipment are the major  industries.  The currency is the French  Franc.  France
houses seven stock exchanges but the Paris Stock Exchange  handles more than 95%
of the transactions of the country.

Dividends  are withheld at a rate of 25%. A tax credit is  available  for refund
equal to 50% of the  dividend.  There is a  further  15% tax on the total of the
dividend and refund.  Capital  gains are not taxed if they result from an equity
holding of less than 25% of a public company. Otherwise, capital gains are taxed
at 16%. France is a member of the European Union.

GREECE,  bordered by the Mediterranean Sea to the south, is a nation in Southern
Europe.  Greece has a  population  over 10  million.  Tourism,  food and tobacco
processing, textiles, chemicals, metal products, mining and petroleum constitute
the major industries.  The currency is the Greek Drachma.  Greece is a member of
the European Union.

There is no withholding  tax on dividends from profits that have been subject to
the 35% corporate tax. Capital gains are not taxed in Greece.


ITALY is a nation in Southern Europe with Austria, Switzerland and France to its
north. Italy has a population over 57 million. Steel, food processing, clothing,
machinery,  autos,  textiles,  shoes,  machine tools and chemicals are the major
industries.  The currency is the Italian Lira. Italy houses nine stock exchanges
with the Milan Exchange being the largest.  Societa di intermediazone  mobiliare
(SIMs) were  created in 1991 to regulate  brokerage  activity in the  securities
market.  Italy's government  securities market is the third largest in the world
after the United States and Japan.

Dividends are withheld at a standard  rate of 30%.  There is an 8% surtax making
the effective  rate 32.4%.  Capital  gains are  currently not taxed.  Italy is a
member of the European Union.

PORTUGAL is a Western  European nation  situated  between Spain and the Atlantic
Ocean.  Portugal has a population  over 9 million.  Textiles and footwear,  wood
pulp and paper, cork, metalworking,  oil refining, chemicals, fish canning, wine
and tourism  constitute  the major  industries.  The currency is the  Portuguese
Escudo.  Portugal  follows a policy of keeping  the Escudo  stable  against  the
Deutsche Mark and against the  currencies  of its other major trading  partners.
The  countries  of the  European  Union  are the  primary  trading  partners  of
Portugal. Portugal is a member of the European Union.

Dividends  are withheld at a standard  rate of 25%.  This is reduced to 12.5% if
the  dividends are  distributed  by listed  companies  and any other  privatized
company within the first five years after share issuance.  Capital gains are not
taxable in Portugal.

SPAIN is a Southern  European  nation located  southwest of France.  Spain has a
population over 39 million. Textiles and apparel, food and beverages, metals and
metal manufactures,  chemicals,  shipbuilding,  autos, machine tools and tourism
are the major  industries.  The currency is the Spanish  Peseta.  There are four
stock  exchanges  in Spain with the Madrid  Stock  Exchange  being the  largest.
Membership at all exchanges in Spain is restricted to stockbrokers  nominated by
the Ministry of Finance.  Brokers must belong to the  Association  of Brokers in
order to practice.

Dividends  are withheld at a standard  rate of 25%. A sign off by the tax office
is necessary in cases where reclamation is available. Capital gains can be taxed
at 35%. This is not current market  practice.  Spain is a member of the European
Union(EU). The countries of the EU are Spain's main trading partners.

SWITZERLAND, bordered by France, Italy, Germany and Austria, is a nation located
in Central Europe.  Switzerland has a population over 7 million. Primary trading
is conducted with the countries of Western Europe.  Major commodity  exports are
machinery and equipment,  precision  instruments,  metal  products,  foodstuffs,
textiles and clothing. The Swiss Franc is the country's currency.

There are three principal exchanges in Switzerland. Under public law, the Geneva
Exchange is a corporation and the Zurich and Basle  exchanges are  institutions.
Zurich is the largest of the three.  There are  official,  semi-official  and an
unofficial markets.

Dividends  are  withheld  at a standard  rate of 35%.  A tax office  sign off is
necessary  where  reclamation  is  available.  Capital  gains are not taxable in
Switzerland.

ICON WESTERN  HEMISPHERE  FUND - May include,  but is not limited to, baskets of
securities from the following countries:  Argentina;  Brazil; Canada; Chile; and
Mexico.  Based on  Meridian's  proprietary  research and  methodology  and under
normal market  conditions,  Meridian will actively  invest and weight the Fund's
assets in those  country  baskets  within the Western  Hemisphere  Fund that are
deemed to be attractive relative to other countries in the region.

ARGENTINA  is a nation  located in  Southern  South  America  between  Chile and
Uruguay.  Argentina has a population over 34 million.  Major industries  include
food processing,  automobiles, consumer durables, textiles, chemicals, printing,
metallurgy and steel. The currency is the Argentinean Peso.

Argentina  benefits from an abundance of natural  resources.  After experiencing
growing  external  debt and  hyperinflation  in the  1980's,  Argentina  elected
President  Menem who, in 1989,  implemented an economic  restructuring  program.
Argentines  have  reacted  to  this  program  with a  repatriation  of  capital.
Argentina appears to be on a path of stable, sustainable growth.

There is no  withholding  of dividends in Argentina.  Capital gains are also not
taxable.

BRAZIL is a South American nation  bordering the Atlantic  Ocean.  Brazil has a

population  over  162  million.   Major  industries  include  textiles,   shoes,
chemicals,  cement,  lumber,  mining,  steel  making and machine  building.  The
currency is the  Brazilian  Real.  The Real was  introduced as a new currency on
July 1, 1994 to help stabilize the economy.  Inflation subsequently dropped from
a rate of 50% a  month  to a rate of 3% a month  through  the end of  1994.  The
nation's natural resources are a substantial economic strength.

There is no withholding tax on dividends.  Capital gains are also not taxable in
Brazil.

CANADA is the second  largest  country in the world after  Russia.  The official
languages  are  English  and French.  Canada has a  population  over 28 million.
Processed and  unprocessed  minerals,  food products,  wood and paper  products,
transportation equipment,  chemicals,  fish products,  petroleum and natural gas
constitute the major  industries.  The currency is the Canadian  Dollar.  Canada
houses five stock  exchanges  across the country with the Toronto Stock Exchange
being the largest.

Dividends are generally paid quarterly and withheld at a rate of 25%. A sign off
by the tax office is necessary in cases where reclamation is available.  Capital
gains are not taxed unless they result from the  liquidation of greater than 25%
of the issued shares of the company. In this case, gains can be taxed up to 36%.

   
Canada is a member of the North American Free Trade  Agreement  (NAFTA) with the
United States and Mexico.
    


CHILE is located in South  America,  bordering the South  Atlantic and the South
Pacific  Oceans,  between  Argentina  and Peru.  Chile has a population  over 14
million. Major industries include copper, foodstuffs,  fish processing, iron and
steel, wood and wood products,  transport equipment, cement and textiles. Copper
is vital to the health of the economy. The currency is the Chilean peso.

Dividends are withheld at a rate of 35% plus a tax credit of 15%.  Capital gains
are not taxable in Chile.

MEXICO is a nation in North America  located south of the United States.  Mexico
has a population  over 95.77 million.  Food and beverages,  tobacco,  chemicals,
iron and steel, petroleum,  mining, textiles, clothing, autos, consumer durables
and tourism are the major  industries.  The  currency is the Mexican  Peso with.
There is one stock  exchange in Mexico.  The Bolsa  Mexicana de Valores (BMV) is
located  in Mexico  City.  Mexico is a member of the North  American  Free Trade
Agreement (NAFTA).

Dividends are not subject to withholding  tax where the underlying  profits have
been subject to corporate tax. Otherwise the dividends are taxed at 34%. Capital
gains are not taxed.  Property transfers however,  are taxed at a rate of 20% on
the gross transfer value.

                                FIXED INCOME FUND

ICON SHORT-TERM FIXED INCOME FUND - The objective of the Short-Term Fixed Income
Fund is to attain high current income  consistent with  preservation of capital.
The  Short-Term  Fixed Income Fund seeks to provide  higher  current income than
that typically offered by a money market fund while maintaining a high degree of
liquidity  and a  correspondingly  higher risk of  principal  volatility.  Under
normal market  conditions,  the Fund invests  exclusively  in (i) U.S.  Treasury
obligations;  (ii) obligations issued or guaranteed as to principal and interest
by  the  agencies  and  instrumentalities  of the  U.S.  Government;  and  (iii)
repurchase agreements involving such obligations.  Under normal conditions,  the
Fund's  duration  (a measure of the Fund's  sensitivity  to changes in  interest
rates)  will range from half a year to one and a half years.  Maximum  remaining
maturity of any single issue will be two years,  with the  exception of floating
rate securities that reset at least annually.

           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

As  all  investment   securities  are  subject  to  inherent  market  risks  and
fluctuations in value due to earnings,  economic and political  conditions,  and
other  factors,  and  because  of  their  narrow  industry  focus,  each  Fund's
performance  is closely tied to and affected by its industry or foreign  region.
In addition,  you should be aware that the Funds have no operating history. This
section  contains  general  information  about various  types of securities  and
investment techniques that the Fund may purchase or employ.

EQUITY  SECURITIES:  Except for the Short-Term  Fixed Income Fund, each Fund may
invest in equity  securities,  including  common  stocks,  preferred  stocks and
securities  convertible  into  common  stocks,  such  as  rights,  warrants  and
convertible  debt  securities.   Equity  securities  may  be  issued  by  either
established,  well capitalized  companies or newly-formed,  small-cap companies,
and may trade on regional or national stock exchanges or in the over-the counter
market.

DEBT SECURITIES: Each Fund may temporarily invest in short-term debt securities.
Each Fund will limit its investment in fixed income securities to corporate debt
securities  and  U.S.  government  securities.  Debt  securities  are  generally
considered  to be  interest  rate  sensitive,  which means that their value will
generally  decrease  when interest  rates rise and increase when interest  rates
fall. Securities with shorter maturities, while offering lower yields, generally
provide  greater  price  stability  than  longer  term  securities  and are less
affected by changes in interest rates.

CORPORATE DEBT  SECURITIES:  Corporate  debt  securities are long and short-term
debt  obligations  issued by companies  (such as publicly  issued and  privately
placed  bonds,  notes  and  commercial  paper).  The Fund  will  only  invest in
corporate debt securities rated A or higher by Standard & Poor's  Corporation or
Moody's Investors Services, Inc.

U.S. TREASURY  OBLIGATIONS:  U.S. Treasury  obligations consist of bills, notes,
and bonds issued by the U.S.  Treasury as well as separately traded interest and
principal  components  parts of such  obligations,  known as  Separately  Traded
Registered Interest and Principal Securities  ("STRIPS"),  that are transferable
through the federal book-entry system.

U.S. TREASURY STRIPS:  U.S. Treasury STRIPS are sold as zero coupon  securities,
which means that they are sold at a  substantial  discount  and redeemed at face
value at their  maturity  date  without  interim  cash  payments  of interest or
principal.

This discount is accreted over the life of the security for both  accounting and
tax  purposes.  Because of these  features,  such  securities  may be subject to
greater interest rate volatility than interest-paying investments.

U.S. GOVERNMENT  OBLIGATIONS:  U.S. government  obligations may be backed by the
credit of the government as a whole or only by the issuing agency. U.S. Treasury
bonds, notes, and bills and some agency securities,  such as those issued by the
Federal Housing  Administration and the Government National Mortgage Association
(GNMA),  are backed by the full faith and  credit of the U.S.  government  as to
payment  of  principal  and  interest  and are the  highest  quality  government
securities.   Other   securities   issued  by  U.S.   government   agencies   or
instrumentalities,  such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation,  are supported only by the credit of
the agency that issued them, and not by the U.S.  government.  Securities issued
by the Federal  Farm Credit  System,  the  Federal  Land Banks,  and the Federal
National  Mortgage  Association  (FNMA) are  supported by the agency's  right to
borrow money from the U.S.  Treasury  under certain  circumstances,  but are not
backed by the full faith and credit of the U.S. government.

FOREIGN  SECURITIES:  Each  Fund  may  invest  in  foreign  securities.  Foreign
investments can involve  significant  risks in addition to the risks inherent in
U.S. investments.  The value of securities  denominated in or indexed to foreign
currencies,  and of dividends  and  interest  from such  securities,  can change
significantly when foreign currencies  strengthen or weaken relative to the U.S.
dollar.  Foreign  securities markets generally have less trading volume and less
liquidity than U.S.  markets,  and prices on some foreign  markets can be highly
volatile.   Many  foreign  countries  lack  uniform  accounting  and  disclosure
standards  comparable to those applicable to U.S. companies,  and it may be more
difficult  to  obtain  reliable  information  regarding  an  issuer's  financial
condition and operations. In addition, the costs of foreign investing, including
withholding taxes,  brokerage  commissions,  and custodial costs,  generally are
higher than for U.S. investments.

Foreign  markets  may offer less  protection  to  investors  than U.S.  markets.
Foreign  issuers,  brokers,  and  securities  markets  may be  subject  to  less
government  supervision.  Foreign  security trading  practices,  including those
involving  the  release of assets in advance of  payment,  may invoke  increased
risks in the event of a failed trade or the insolvency of a  broker-dealer,  and
may involve substantial delays. It also may be difficult to enforce legal rights
in foreign countries.

Investing abroad also involves different  political and economic risks.  Foreign
investments  may be  affected by actions of foreign  governments  adverse to the
interests of U.S.  investors,  including the  possibility  of  expropriation  or
nationalization  of  assets,   confiscatory   taxation,   restrictions  on  U.S.
investment or on the ability to repatriate  assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign  governments  or  foreign  government-sponsored  enterprises.
Investments  in  foreign  countries  also  involve  a risk of  local  political,
economic or social instability, military action or unrest, or adverse diplomatic
developments.  There is no assurance  that an Advisor will be able to anticipate
or counter these potential events and their impacts on the Fund's share price.

The  considerations  noted above  generally are  intensified  for investments in
developing   countries.   Developing  countries  may  have  relatively  unstable
governments,  economies based on only a few industries,  and securities  markets
that trade a small number of securities.

The Fund may invest in foreign  securities that impose  restrictions on transfer
within the U.S.  or to U.S.  persons.  Although  securities  subject to transfer
restrictions  may be  marketable  abroad,  they may be less liquid than  foreign
securities of the same class that are not subject to such restrictions.

FORWARD  FOREIGN  CURRENCY  CONTRACTS:  Each Fund may enter  into  contracts  to
purchase or sell foreign  currencies at a future date ("forward  contract") as a
hedge against  fluctuations in foreign  exchange rates pending the settlement of
transactions  in foreign  securities  or during the time the Fund holds  foreign
securities.  A forward contract is an agreement between  contracting  parties to
exchange an amount of  currency  at some  future time at an agreed upon rate.  A
Fund will not enter into a forward  contract for a term of more than one year or
for purposes of  speculation.  Investors  should be aware that hedging against a
decline in the value of a currency in the  foregoing  manner does not  eliminate
fluctuations  in the prices of  portfolio  securities  or prevent  losses if the
prices  of such  securities  decline.  Furthermore,  such  hedging  transactions
preclude the  opportunity  for gain if the value of the hedging  currency should
rise. Forward contracts may, from time to time, be considered illiquid, in which
case they would be subject  to a Fund's  limitation  on  investing  in  illiquid
securities.

INDEX FUTURES CONTRACTS AND RELATED OPTIONS:  In order to remain fully invested,
and to reduce  transaction  costs, each Fund may purchase and sell index futures
contracts  or purchase and sell options  thereon as a hedge  against  changes in
market  conditions.  An index futures contract is an agreement pursuant to which
two  parties  agree to take or make  delivery  of an amount  of cash  equal to a
specified dollar or other currency amount times the difference between the index
value at the  close of the last  trading  day of the  contract  and the price at
which the futures  contract is originally  struck.  No physical  delivery of the
underlying securities are made.

PUT AND CALL  OPTIONS:  Each Fund may purchase and sell  futures  contracts  and
options (i) to hedge against changes in market  conditions;  and (ii) to provide
market exposure while attempting to reduce transaction costs.

SELLING (OR WRITING) COVERED CALL OPTIONS: Each Fund may sell (or write) covered
call options on portfolio  securities to hedge against adverse  movements in the
prices of these  securities.  A call option gives the buyer of the option,  upon
payment of a premium, the right to call upon the writer to deliver a security on
or before a fixed  date at a  predetermined  price,  referred  to as the  strike
price.  If the price of the  hedged  security  should  fall or remain  below the
strike price, the Fund will not be called upon to deliver the security,  and the
Fund will  retain the  premium  received  for the option as  additional  income,
offsetting  all or part of any decline in the value of the  security.  The hedge
provided by writing  covered call  options is limited to a price  decline in the
security of no more than the option premium received by the Fund for writing the
option.  If the security owned by the Fund appreciates above the option's strike
price,  the Fund will  generally be called upon to deliver the  security,  which
will prevent the Fund from receiving the benefit of any price appreciation above
the strike price.

BUYING CALL OPTIONS:  Each Fund may purchase  call options on  securities  which
each  Fund  intends  to  purchase  to take  advantage  of  anticipated  positive
movements in the prices of these securities.  Each Fund will realize a gain from
the  exercise of a call option if,  during the option  period,  the price of the
underlying  security to be  purchased  increases  by more than the amount of the
premium  paid.  A Fund  will  realize a loss  equal to all or a  portion  of the
premium paid for the option if the price of the underlying security decreases or
does not increase by more than the premium.

BUYING PUT OPTIONS:  Each Fund may purchase put options on portfolio  securities
to hedge  against  adverse  movements in the prices of these  securities.  A put
option gives the buyer of the option,  upon  payment of a premium,  the right to
sell a  security  to the  writer of the  option  on or before a fixed  date at a
predetermined  price.  A Fund will  realize a gain  from the  exercise  of a put
option if, during the option  period,  the price of the security  declines by an
amount in excess of the premium paid. A Fund will realize a loss equal to all or
a portion  of the  premium  paid for the  option  if the  price of the  security
increases or does not decrease by more than the premium.

CLOSING TRANSACTIONS:  Each Fund may dispose of an option written by the Fund by
entering into a "closing  purchase  transaction" for an identical option and may
dispose of an option  purchased  by the Fund by  entering  into a "closing  sale
transaction" for an identical option. In each case, the closing transaction will
have  the  effect  of  terminating  the  rights  of the  option  holder  and the
obligations  of the option  purchaser  and will  result in a gain or loss to the
Fund based upon the  relative  amount of the  premiums  paid or received for the
original  option  and the  closing  transaction.  A Fund may sell (or write) put
options solely for the purpose of entering into closing sale transactions.

INDEX  FUTURES  CONTRACTS AND RELATED  OPTIONS:  Each Fund may purchase and sell
call options and  purchase put options on stock  indices in order to manage cash
flow, reduce equity exposure,  or to remain fully invested in equity securities.
Options on securities  indices are similar to options on a security except that,
upon the exercise of an option on a securities index, settlement is made in cash
rather than in specific  securities.  An index futures  contract is an agreement
pursuant  to which two  parties  agree to take or make  delivery of an amount of
cash equal to a specified  dollar or other currency  amount times the difference
between the index value at the close of the last trading day of the contract and
the price at which the  futures  contract  is  originally  struck.  No  physical
delivery of the underlying securities are made.

LIMITATIONS:  Each Fund will purchase and sell only options that are listed on a
securities exchange or quoted on NASDAQ. A Fund will not purchase any option if,
immediately  thereafter,  the aggregate market value of all outstanding  options
purchased and written by the Fund would exceed 5% of the Fund's total assets.  A
Fund will not effect a futures or option transaction, if immediately thereafter,
the aggregate value of the Fund's securities subject to outstanding call options
would exceed 100% of the value of the Fund's total assets.

SECURITIES  ISSUED ON A WHEN-ISSUED  OR DELAYED  DELIVERY  BASIS:  Each Fund may
purchase  securities on a "when-issued"  basis, that is, delivery of and payment
for the  securities  is not fixed at the date of purchase,  but is set after the
securities are issued (often a month or more later). Each Fund also may purchase
or sell  securities on a delayed  delivery  basis.  The payment  obligation  and
interest rate that will be received on the delayed delivery securities are fixed
at the time the  buyer  enters  into  the  commitment.  A Fund  will  only  make
commitments to purchase  when-issued  or delayed  delivery  securities  with the
intention of actually  acquiring  such  securities,  but the Fund may sell these
securities before the settlement date if is deemed advisable.  During the period
between purchase and settlement,  no payment is made by the Fund and no interest
accrues to the Fund. At the time of settlement, the market value of the security
may be more or less than the  purchase  price,  and Fund  bears the risk of such
market value fluctuations.  Each Fund maintains,  in a segregated account, cash,
U.S. Government  securities,  or other high-grade  portfolio  securities readily
convertible  into cash having an aggregate value at least equal to the amount of
such purchase commitments.

REPURCHASE  AGREEMENTS:  Each Fund may  invest  in  repurchase  agreement.  In a
repurchase agreement,  the Fund purchases a security and simultaneously  commits
to resell that  security to the seller at an agreed upon price on an agreed upon
date  within a number of days  (usually  not more than  seven)  from the date of
purchase.  The resale  price  reflects  the  purchase  price plus an agreed upon
incremental  amount  which is  unrelated  to the coupon  rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the seller
to pay the agreed upon price,  which  obligation  is, in effect,  secured by the
value (at least equal to the amount of the agreed  upon resale  price and marked
to market daily) of the underlying security. The Fund may engage in a repurchase
agreement with respect to any security in which it is authorized to invest.  Any
repurchase transaction in which the Fund engages will require  collateralization
equal to at least 102% of the Seller's  obligation during the entire term of the
repurchase  agreement.  While it does not presently appear possible to eliminate
all risks from these transactions  (particularly the possibility of a decline in
the market value of the  underlying  securities,  as well as delays and costs to
the Fund in connection  with bankruptcy  proceedings),  it is the Fund's current
policy  to  limit  repurchase  agreement  transactions  to those  parties  whose
creditworthiness  has been  reviewed and deemed  satisfactory  by the Advisor or
Sub-Advisor.

ILLIQUID  AND RULE 144A  SECURITIES:  Each Fund may  invest up to 15% of its net
assets in securities that are illiquid.  Illiquid  securities include securities
that have no readily  available  market  quotations  and cannot be  disposed  of
promptly  (within  seven  days) in the normal  course of  business at a price at
which they are valued. Certain restricted securities that are not registered for
sale to the general public,  but that can be resold to dealers or  institutional
investors  ("Rule 144A  Securities"),  may be  purchased  without  regard to the
foregoing  limitation  if a liquid  institutional  trading  market  exists.  The
liquidity of a Fund's  investments in Rule 144A Securities  could be impaired if
dealers or  institutional  investors  become  uninterested  in purchasing  these
securities.  The Trust's  Board of  Trustees  has  delegated  to  Meridian,  the
authority  to  determine  the  liquidity  of Rule 144A  Securities  pursuant  to
guidelines approved by the Board.

LOANS OF PORTFOLIO  SECURITIES:  Each Fund may make short and long term loans of
its portfolio  securities.  Under the lending policy  authorized by the Board of
Trustees and  implemented by Meridian in response to requests of  broker-dealers
or  institutional  investors which Meridian deems  qualified,  the borrower must
agree  to  maintain  collateral,   in  the  form  of  cash  or  U.S.  government
obligations, with the Fund on a daily mark-to-market basis in an amount at least
equal to 100% of the value of the loaned  securities.  The Fund will continue to
receive  dividends  or interest on the loaned  securities  and will require that
proxies and other  materials be provided in time to vote on any matter which the
Board of Trustees determines to be serious. With respect to loans of securities,
there is the risk that the borrower may fail to return the loaned  securities or
that the borrower may not be able to provide additional collateral.  A Fund will
not lend securities with an aggregate market value of more than one-third of the
Fund's net assets.

                            TYPES OF INVESTMENT RISK

CONCENTRATION  RISK:  The risk  associated  with  portfolios  concentrated  in a
particular  sector  or  country  that  the  entire  sector  or  country  will be
negatively  affected,  resulting  in  losses  greater  than a  portfolio  not so
narrowly invested would have experienced.

CORRELATION  RISK:  The risk that  changes in the value of a hedging  instrument
will not  match  those of the  asset  being  hedged  (hedging  is the use of one
investment to offset the effects of another investment).

CREDIT RISK:  The risk that the issuer of a security,  or the counter party to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.

CURRENCY RISK: The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment.

INFORMATION  RISK: The risk that key  information  about a security or market is
inaccurate or unavailable.

INTEREST  RATE  RISK:  The risk of market  losses  attributable  to  changes  in
interest rates. With fixed-rate  securities,  a rise in interest rates typically
causes  a fall in  values,  while a fall in  rates  typically  causes  a rise in
values.

LEVERAGE RISK:  Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.

     - --HEDGED:  When a derivative (a security  whose value is based on another
security  or index) is used as a hedge  against an opposite  position  which the
Fund also holds,  any loss generated by the derivative  should be  substantially
offset by gains on the hedged  investment,  and vice  versa.  While  hedging can
reduce or eliminate losses, it can also reduce or eliminate gains.

     -  --SPECULATIVE:  To the extent that a derivative  is not used as a hedge,
the fund is directly  exposed to the risks of that  derivative.  Gains or losses
from speculative positions in a derivative may be substantially greater than the
derivative's original cost.

LIQUIDITY RISK: The risk that certain  securities may be difficult or impossible
to sell at the time and the price that the seller would like.

MANAGEMENT  RISK: The risk that a strategy used by a Fund's  management may fail
to produce the intended result. Common to all mutual funds.

MARKET RISK:  The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably.  These fluctuations may cause a security to
be worth less than it was worth at an  earlier  time.  Market  risk may affect a
single issuer, industry,  sector of the economy or the market as a whole. Common
to all stocks and bonds and the mutual funds that invest in them.

NATURAL EVENT RISK: The risk of losses  attributable to natural disasters,  crop
failures and similar events.

NON-DIVERSIFICATION  RISK: The risk associated with  non-diversified  portfolios
that  there may be a limited  number of  companies  each  representing  a larger
percentage of the portfolio and, if adversely effected by some event, each would
have a greater  adverse effect on the portfolio than on a portfolio where assets
are diversified among a larger number of companies.

OPPORTUNITY RISK: The risk of missing out on an investment  opportunity  because
the assets necessary to take advantage of it are tied up in other investments.

POLITICAL  RISK:  The risk of losses  directly  attributable  to  government  or
political  actions of any sort.  These  actions may range from changes in tax or
trade statutes to expropriation, governmental collapse and war.

VALUATION  RISK:  The risk that a Fund has valued certain of its securities at a
higher price than it can sell them for.

                        RISKS OF INTERNATIONAL INVESTING

There  can be no  assurance  that  each  Fund's  investment  objective  will  be
attained.  In addition,  investing in securities of foreign companies  generally
involves  greater  risks than  investing in  securities  of domestic  companies.
Investors  should  consider  carefully  the  following  special  factors  before
investing in a Fund.

CURRENCY  RISK:  The value of a Fund's  foreign  investments  may be affected by
changes in currency  exchange rates. The U.S. dollar value of a foreign security
generally  decreases when the value of the U.S. dollar rises against the foreign
currency in which the security is  denominated,  and tends to increase  when the
value of the U.S. dollar falls against such currency.

   
     EURO-CONVERSION RISK: Austria,  Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, The Netherlands,  Portugal and Spain are presently members of
the European Economic and Monetary Union (the "EMU"). EMU intends to establish a
common  European  currency for EMU countries  which will be known as the "euro."
Each participating  country presently plans to adopt the euro as its currency on
January 1, 1999. The old national  currencies will be sub-currencies of the euro
until July 1, 2002, at which time the old currencies  will  disappear  entirely.
Other  European  countries  may  adopt  the  euro  in the  future.  The  planned
introduction  of the  euro  presents  some  uncertainties  and  possible  risks,
including  whether  the  payment  and  operational  systems  of banks  and other
financial  institutions will be ready by January 1, 1999; whether exchange rates
for existing currencies and the euro will be adequately established; and whether
suitable  clearing  and  settlement  systems for the euro will be in  operation.
These and other factors may cause market  disruptions before or after January 1,
1999 and could adversely affect the value of securities held by the Fund.
    

POLITICAL AND ECONOMIC  RISK:  The economies of many of the countries in which a
Fund may invest are not as  developed  as the United  States  economy and may be
subject to  significantly  different  forces.  Political or social  instability,
expropriation or confiscatory  taxation, and limitations on the removal of funds
or other assets could also adversely affect the value of a Fund's investments.

REGULATORY RISK:  Foreign  companies are generally not subject to the regulatory
controls  imposed on United  States  issuers  and,  as a  consequence,  there is
generally less public  information  available  about foreign  securities than is
available  about  domestic  securities.  Foreign  companies  are not  subject to
accounting,   auditing  and  financial   reporting   standards,   practices  and
requirements  comparable to those applicable to domestic companies.  Income from
foreign  securities  owned by a Fund may be  reduced by  withholding  tax at the
source which would reduce dividend income payable to the Fund's shareholders.

MARKET RISK:  The  securities  markets in many of the  countries in which a Fund
invests will have substantially less trading volume than the major United States
markets.  As a result,  the  securities  of some foreign  companies  may be less
liquid and experience more price volatility than comparable domestic securities.
There is generally less  government  regulation and supervision of foreign stock
exchanges,   brokers  and  issuers  which  may  make  it  difficult  to  enforce
contractual  obligations.  Transaction costs in foreign  securities  markets are
likely to be higher,  since brokerage  commission rates in foreign countries are
likely to be higher than in the United States. Further, the settlement period of
securities  transactions  in  foreign  markets  may be longer  than in  domestic
markets.  These  considerations  generally  are more of a concern in  developing
countries.  For example,  the  possibility  of revolution  and the dependence on
foreign economic  assistance may be greater in these countries than in developed
countries.  The  management of the Funds seeks to mitigate the risks  associated
with  these  considerations  through  diversification  and  active  professional
management.

EMERGING MARKETS AND DEVELOPING  COUNTRIES:  Investors should also be aware that
the  Funds  may  invest in  companies  located  within  emerging  or  developing
countries.  Investments  in emerging  markets or  developing  countries  involve
exposure to economic  structures  that are generally less diverse and mature and
to political  systems which can be expected to have less stability than those of
more  developed   countries.   Such  countries  may  have  relatively   unstable
governments,  economies based on only a few industries,  and securities  markets

which trade only a small number of securities.  Historical  experience indicates
that  emerging  markets have been more  volatile than the markets of more mature
economies;  such  markets have also from time to time  provided  higher rates of
return  and  greater  risks  to  investors.  The  Advisor  believes  that  these
characteristics  of emerging  markets can be expected to continue in the future.
In addition,  throughout the countries commonly referred to as the Eastern Bloc,
the lack of a  capital  market  structure  or  market-oriented  economy  and the
possible reversal of recent favorable  economic,  political and social events in
some of those countries  present  greater risks than those  associated with more
developed, market-oriented Western European countries and markets.

                             SPECIAL CONSIDERATIONS

NON-DIVERSIFIED PORTFOLIO: The Funds are non-diversified portfolios, which means
that,  with respect to 50% of its total assets,  they may invest more than 5% of
its assets in obligations of one issuer. (A diversified portfolio may not invest
more than 5% of its assets in obligations of one issuer,  with respect to 75% of
its total  assets.)  Since the Funds may  invest a greater  percentage  of their
assets in securities of fewer issuers than a diversified portfolio,  they may be
subject to greater investment and credit risks than a diversified portfolio.

FUNDAMENTAL  POLICIES:  The  investment  objectives of the Funds,  including the
concentration percentages set forth along with the objectives of the U.S. Equity
Funds and the policy of the  International  Equity Funds not to concentrate in a
particular  industry , and certain of the limitations set forth in the Statement
of Additional  Information  ("SAI") as  fundamental  policies may not be changed
without the affirmative  vote of the majority of the  outstanding  shares of the
Fund. Fundamental  limitations set forth in the SAI include, among other things,
limiting borrowing to 33 1/3% for temporary, extraordinary purposes; restricting
short sales to situations  where the security is owned by the Fund;  restricting
the acquisition of more than 10% of the voting securities of any one issuer; and
limiting lending of Fund assets.

PORTFOLIO  TURNOVER  AND FUND  ASSETS:  Each Fund does not intend to purchase or
sell securities for short-term trading purposes. A Fund will, however,  sell any
portfolio  security (without regard to the length of time it has been held) when
Meridian believes that market  conditions,  creditworthiness  factors or general
economic  conditions  warrant such action.  The portfolio  turnover rate of each
Fund will generally not exceed 100%. However,  investment advisers will be using
the various funds to accommodate  their clients' needs. If the asset  allocation
or  timing  models  dictate,  they  may  move  significant  funds in or out of a
particular  fund,  increasing  the  portfolio  turnover  rate.  In  this  regard
investors should be aware that a Fund may not have significant  assets at a time
when money  managers  place their client funds in other sectors which may expose
remaining shareholders to higher expense ratios.

SHAREHOLDER  RIGHTS:  The Trust does not hold an annual meeting of shareholders.
When matters are  submitted to  shareholders  for a vote,  each  shareholder  is
entitled  to one vote for each  whole  share he owns and  fractional  votes  for
fractional  shares he owns.  All shares of the Fund have equal voting rights and
liquidation rights.

   
     YEAR 2000  COMPUTER  ISSUE:  Many  computer  systems  in use  today  cannot
properly  process  date-related  information  from and after  January  1,  2000.
Failure of any computer system employed by the Funds or the Funds' major service
providers  could  have a  negative  impact on fund  operations  and  shareholder
services.  The Year 2000 problem also presents some  uncertainties  and possible
risks  (particularly  in foreign  markets) as to whether payment and operational
systems of banks, brokers and other financial  institutions will be affected. As
major service providers, the Funds' adviser, custodian,  transfer agent and fund
accounting service have taken inventory of all hardware,  software, networks and
processing platforms, and customer and vendor interdependencies. The adviser has
requested that  significant  vendors assess and advise with respect to Year 2000
issues in order to  determine  the  extent  to which  fund  operations  would be
vulnerable  to third party  failure to remedy their own Year 2000  issues.  As a
result of these  actions,  the Funds and the  Funds'  adviser  have no reason to
believe that there will be a negative  impact on fund  operations as a result of
the Year 2000 problem.
                            HOW TO INVEST IN THE FUND
    


Shares of each Fund are sold on a continuous  basis.  An investor may invest any
amount  it chooses as often as it  wishes.  However,  the  minimum  amount of an
Investment in any one ICON Fund is $1,000.  Shares may also be purchased through
a  broker-dealer  or  other  financial  institution  authorized  by  the  Fund's
distributor,  and  investors  may be  charged  a fee for  this  service  by said
broker-dealer or institution.


INITIAL  PURCHASE BY MAIL: You may purchase shares of the Fund by completing and
signing the investment  application  form which  accompanies this Prospectus and
mailing it in proper form,  together with a check  (subject to the above minimum
amounts) made payable to ICON Funds and sent to the address listed below. If you
prefer overnight delivery, use the overnight street address listed below.

<TABLE>
<S>                                           <C>
U.S. MAIL:  ICON Funds            OVERNIGHT:  ICON Funds
            Mutual Fund Services              Mutual Fund Services - Third Floor
            Post Office Box 701               615 East Michigan Street
            Milwaukee, Wisconsin              Milwaukee, Wisconsin
                       53201-0701                        53202
</TABLE>

Your  purchase  of shares of the Fund will be  effected  at the next share price
calculated after receipt of your investment.  The beneficial  owners  custodians
will agree to provide the Trust with the states in which the  beneficial  owners
reside at the time of purchasing shares so that the Trust will be able to comply
with applicable state laws.

INITIAL  PURCHASE BY WIRE:  You may also purchase  shares of each Fund by wiring
federal  funds from your  bank,  which may charge you a fee for doing so. If the
money is to be wired,  you must call the Transfer  Agent at  1-800-764-0442  for
wiring  instructions.  You should be prepared to provide the  information on the
application to the Transfer Agent.

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

ADDITIONAL  INVESTMENTS:  Shareholders  may add to their  account at any time by
purchasing  shares by mail or by wire  according  to the  aforementioned  wiring
instructions.  Shareholders  should notify the Transfer Agent at  1-800-764-0442
prior to  sending  their  wire.  The  remittance  form  which is  attached  to a
shareholder's  individual  account statement should, if possible,  accompany any
investment  made  through  the  mail.  Every  purchase  request  must  include a
shareholder's  account  registration  number in order to assure  that  funds are
credited properly.

AUTOMATIC  INVESTMENT  PLAN: You may make regular  investments in the Funds with
the Automatic  Investment  Plan by  completing  the  appropriate  section of the
account  application and attaching a voided  personal check.  Investments may be
made monthly to allow  dollar-cost  averaging by automatically  deducting $50 or
more from your bank checking account.  You may change the amount of your monthly
purchase at any time.

TAX  SHELTERED  RETIREMENT  PLANS:  Since the Funds are  oriented to longer term
investments, shares of the Funds may be an appropriate investment medium for tax
sheltered  retirement  plans,  including:  individual  retirement  plans (IRAs);
simplified employee pensions (SEPs);  401(k) plans;  qualified corporate pension
and profit sharing plans (for  employees);  tax deferred  investment  plans (for
employees   of  public   school   systems  and  certain   types  of   charitable
organizations);  and other qualified  retirement  plans. You should contact your
adviser for the  procedure to open an IRA or SEP plan,  as well as more specific
information  regarding  these  retirement  plan  options.  Consultation  with an
attorney or tax adviser regarding these plans is advisable.

OTHER  PURCHASE  INFORMATION:  Dividends  begin to  accrue  after  you  become a
shareholder.  The Funds do not issue share certificates.  All shares are held in
non-certificate  form  registered  on the  books  of the  Funds  and the  Fund's
Transfer  Agent for the  account  of the  shareholder.  The  rights to limit the
amount of  purchases  and to refuse to sell to any  person are  reserved  by the
Fund. If your check or wire does not clear, you will be responsible for any loss
incurred  by the Fund,  and a fee of $20 will be charged . If you are  already a
shareholder,  the Fund can redeem shares from any identically registered account
in the Fund as  reimbursement  for any loss  incurred.  You may be prohibited or
restricted from making future purchases in the Fund.

                              HOW TO REDEEM SHARES

All  redemptions  will be  made at the net  asset  value  determined  after  the
redemption  request has been  received by the  Transfer  Agent in proper  order.
Shareholders may receive  redemption  payments in the form of a check or federal
wire  transfer.  The  proceeds  of the  redemption  may be more or less than the
purchase  price of your  shares,  depending  on the  market  value of the Fund's
securities at the time of your redemption. A broker may charge a transaction fee
for the redemption.  There is no charge for wire redemptions;  however, the Fund
reserves the right to charge for this service.  Any charges for wire redemptions
will be deducted from the shareholder's Fund account by redemption of shares.

REDEMPTIONS  BY MAIL:  You may redeem any part of your account in the Fund at no
charge by mail. Your request should be addressed to:


                          ICON Funds
                          Mutual Fund Services
                          Post Office Box 701
                          Milwaukee, Wisconsin  53201

"Proper  order" means your request for a redemption  must include your letter of
instruction,  including the Fund name,  account  number,  account  name(s),  the
address  and the  dollar  amount or number of shares  you wish to  redeem.  This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions in excess
of $25,000,  the Fund requires that signatures be guaranteed by a bank or member
firm  of a  national  securities  exchange.  Signature  guarantees  are  for the
protection  of  shareholders.  At the  discretion  of the Fund or Firstar  Trust
Company,  a  shareholder,  prior  to  redemption,  may be  required  to  furnish
additional legal documents to insure proper authorization.

REDEMPTIONS BY TELEPHONE:  If an election is made on the investment  application
(or  subsequently  in  writing),  you may redeem any part of your account in any
Fund by calling the Transfer  Agent at  1-800-764-0442.  The Fund,  the Transfer
Agent and the  Custodian  are not liable for  following  redemption  or exchange
instructions  communicated  by  telephone  that they  reasonably  believe  to be
genuine.  However,  if they do not employ reasonable  procedures to confirm that
telephone  instructions  are  genuine,  they may be liable for any losses due to
unauthorized  or  fraudulent  instructions.   Procedures  employed  may  include
recording telephone instructions and requiring a form of personal identification
from the caller.

The telephone  redemption and exchange  procedures may be terminated at any time
by the Fund or the Transfer Agent.  During periods of extreme market activity it
is possible that  shareholders  may encounter some difficulty in telephoning the
Fund,  although  neither the Fund nor the  Transfer  Agent has ever  experienced
difficulties  in  receiving  and in a timely  fashion  responding  to  telephone
requests for  redemptions  or exchanges.  If you are unable to reach the Fund by
telephone, you may request a redemption or exchange by mail.

SPECIAL   REDEMPTION   ARRANGEMENTS:   Special   arrangements  may  be  made  by
institutional  investors  or on  behalf  of  accounts  established  by  brokers,
advisers,  banks or similar institutions to have redemption proceeds transferred
by wire to  pre-established  accounts upon telephone  instructions.  For further
information call the Trust at 1-800-764-0442.

ADDITIONAL  INFORMATION:  If you  are  not  certain  of the  requirements  for a
redemption  please  call  the  Transfer  Agent  at  1-800-764-0442.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen days.  Also, when the New York Stock Exchange is
closed (or when trading is  restricted)  for any reason other than its customary
weekend or holiday closing or under any emergency  circumstances,  as determined
by the Securities and Exchange  Commission,  the Fund may suspend redemptions or
postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder accounts,
the Fund reserves the right to require any  shareholder  to redeem all of his or
her  shares  in the Fund on 30 days'  written  notice if the value of his or her
shares in the Fund is less than $5,000 due to redemption,  or such other minimum
amount as the Fund may determine  from time to time. An  involuntary  redemption
constitutes  a sale.  You should  consult  your tax adviser  concerning  the tax
consequences of involuntary redemptions. A shareholder may increase the value of
his or her shares in the Fund to the  minimum  amount  within the 30 day period.
Each  share of the Fund is  subject  to  redemption  at any time if the Board of
Trustees  determines in its sole  discretion  that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.

The  Trust  has the  authority  to  redeem  existing  accounts  and to  refuse a
potential  account the  privilege of having an account in the Trust if the Trust
reasonably  determines that the failure to so redeem,  or to so prohibit,  would
have a material adverse consequence to the Trust and its shareholders.

Excessive  short-term  trading  has an  adverse  impact on  effective  portfolio
management  as well as upon Fund  expenses.  The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.

                              HOW TO MAKE EXCHANGES

Shares of a Fund may be  exchanged  for  shares of any other  Fund  based on the
respective  net asset values of each Fund  involved.  An exchange may be made by
following the redemption  procedure described above under "How to Redeem Shares"
or if a telephone  redemption has been elected, by calling the transfer agent at
1-800-764-0442.  An exchange order is treated the same as a redemption  followed
by a purchase and may result in a capital gain or loss for tax purposes.

                             SHARE PRICE CALCULATION

The  value  of an  individual  share  in each  Fund  (the net  asset  value)  is
calculated  by  dividing  the total  value of the Fund's  investments  and other
assets (including  accrued income),  less any liabilities  (including  estimated
accrued expenses),  by the number of shares outstanding,  rounded to the nearest
cent.  Net asset value per share is determined as of 4:00 p.m.,  Eastern time on
each day the exchange is open for business,  and on any other day on which there
is sufficient  trading in the Fund's  securities  to  materially  affect the net
asset  value.  In the event  markets  are closed  early (such as on the eve of a
holiday), net asset value per share will be determined at such earlier time. The
net asset value per share of each Fund will fluctuate.

Securities  which are traded on any  exchange or on the NASDAQ  over-the-counter
market are valued at the last quoted sale  price.  Lacking a last sale price,  a
security is valued at its last bid price except when, in Meridian's opinion, the
last bid price does not  accurately  reflect the current  value of the security.
All other securities for which  over-the-counter  market  quotations are readily
available  are valued at their last bid price.  When market  quotations  are not
readily  available,  when  Meridian  determines  the  last  bid  price  does not
accurately  reflect the current value or when  restricted  securities  are being
valued,  such  securities  are valued as  determined  in good faith by Meridian,
subject to review of the Board of Trustees of the Trust.

Fixed income securities generally are valued by using market quotations, but may
be valued on the basis of prices  furnished by a pricing  service when  Meridian
believes  such  prices  accurately   reflect  the  fair  market  value  of  such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as  determined  in good faith by  Meridian,
subject  to review of the Board of  Trustees.  Short-term  investments  in fixed
income  securities with maturities of less than 60 days when acquired,  or which
subsequently  are within 60 days of maturity,  are valued by using the amortized
cost method of valuation,  which the Board has  determined  will  represent fair
value.

                               DIVIDENDS AND TAXES

UNITED STATES TAXES

Each  Fund  intends  to  qualify  as  a  "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  By
complying with the applicable provisions of the Code, a Fund will not be subject
to Federal income tax on its net  investment  income and capital gain net income
that are distributed to shareholders.

All income  dividends and capital gain  distributions  are normally  reinvested,
without charge,  in additional full and fractional shares of the Fund. The share
price  of the  reinvestment  will be the net  asset  value  of the  Fund  shares
computed at the close of business on the date the  dividend or  distribution  is
paid.

At the time of purchase,  the share price of the Fund may reflect  undistributed
income, capital gains or unrealized appreciation of securities.  Any dividend or
capital gain  distribution  paid to a  shareholder  shortly  after a purchase of
shares  will  reduce  the  per  share  net  asset  value  by the  amount  of the
distribution.  Although in effect a return of capital to the shareholder,  these
distributions are fully taxable.

The Fund expects to distribute  substantially all of its net investment  income,
if any, and any net realized capital gains at least once each year.

The Fund is subject to a  nondeductible  4 percent  excise tax  calculated  as a
percentage  of certain  undistributed  amounts of  taxable  ordinary  income and
capital gains net of capital losses. The Fund intends to make such distributions
as may be necessary to avoid this excise tax.

Dividends from taxable net investment income and distributions of net short-term
capital gains paid by the Fund are taxable to shareholders  as ordinary  income,
whether  received in cash or  reinvested  in  additional  shares of the Fund.  A
portion of these  dividends  may qualify for the 70 percent  dividends  received
deduction available to corporations.  Distributions of net capital gains will be
taxable to  shareholders  as long-term  capital  gains,  whether paid in cash or
reinvested  in  additional  shares,  and  regardless  of the  length of time the
investor has held his shares.

Each January, the Fund will report to its shareholders the Federal tax status of
dividends  and  distributions  paid or declared by the Fund during the preceding
calendar  year.  This  statement  will also indicate  whether and to what extent
distributions  qualify for the 70 percent dividends received deduction available
to corporations.

There is a possibility  that a foreign country (e.g. China with exchange control
regulations)  may  restrict or limit the ability of the Fund to  distribute  net
investment  income  or the  proceeds  from  the sale of its  investments  to its
shareholders.  Any such  restrictions  or  limitations  could  impact the Fund's
ability to meet the distribution requirements described above.

If the Fund owns shares in a foreign  corporation  that  constitutes  a "passive
foreign  investment  company" for U.S.  Federal income tax purposes and the Fund
does not elect to treat the foreign  corporation as a "qualified  electing fund"
within the meaning of the Code,  the Fund may be subject to U.S.  Federal income
tax on a portion of any  "excess  distribution"  it  receives  from the  foreign
corporation or any gain it derives from the disposition of such shares,  even if
such  income  is  distributed  as a  taxable  dividend  by the  Fund to its U.S.
shareholders. The Fund may also be subject to additional tax in the nature of an
interest  charge with respect to deferred taxes arising from such  distributions
or gains.  Any tax paid by the Fund as a result of its  ownership of shares in a
"passive  foreign  investment  company"  will not give rise to any  deduction or
credit to the Fund or any  shareholder.  If the Fund owns  shares in a  "passive
foreign  investment  company"  and the Fund  does  elect to  treat  the  foreign
corporation  as a  "qualified  electing  fund"  under the Code,  the Fund may be
required to include in its income each year a portion of the ordinary income and
net  capital  gains  of the  foreign  corporation,  even if this  income  is not
distributed  to the Fund.  Any such income would be subject to the  distribution
requirements  described  above  even if the Fund did not  receive  any income to
distribute.

CURRENCY FLUCTUATIONS - "SECTION 988" GAINS OR LOSSES

Under the Code,  gains or losses  attributable to fluctuations in exchange rates
which occur between the time the Fund accrues interest or other receivables,  or
accrues expenses or other liabilities  denominated in a foreign currency and the
time the Fund actually  collects such  receivables or pays such  liabilities are
treated as ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign  currencies or from the  disposition  of debt  securities
denominated in a foreign  currency  attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the currency or security
and the date of  disposition  also are treated as ordinary  gain or loss.  These
gains or losses,  referred to under the Code as  "section  988" gains or losses,
increase  or  decrease  the amount of the Fund's net  investment  income  (which
includes,  among other things,  dividends,  interest and net short-term  capital
gains in excess of net long-term capital losses,  net of expenses)  available to
be distributed to its shareholders as ordinary income, rather than increasing or
decreasing  the amount of the Fund's net  capital  gain.  If section  988 losses
exceed such other net investment income during a taxable year, any distributions
made  by  the  Fund  could  be   recharacterized  as  a  return  of  capital  to
shareholders,  rather than as an ordinary dividend,  reducing each shareholder's
basis in his Fund  shares.  To the extent  that such  distributions  exceed such
shareholder's  basis, they will be treated as a gain from the sale of shares. As
discussed  below,  certain  gains or losses  with  respect  to  forward  foreign
currency contracts,  over-the-counter  options or foreign currencies and certain
options graded on foreign exchanges will also be treated as section 988 gains or
losses.

   
Forward  currency  contracts  and certain  options  entered into by the Fund may
create  "straddles" for U.S. Federal income tax purposes and this may affect the
character of gains or losses realized by the Fund on forward currency  contracts
or on the underlying securities and cause losses to be deferred. Transactions in
forward currency  contracts may also result in the loss of the holding period of
underlying securities. The Fund may also be required to "mark-to-market" certain
positions in its portfolio (i.e., treat them as if they were sold at year  end).
This  could  cause the Fund to recognize income without having the cash to meet
the distribution requirements.
    

FOREIGN TAXES

Income  received by the Fund from sources  within  other  countries in which the
issuers  of  securities  purchased  by the Fund are  located  may be  subject to
withholding and other taxes imposed by such countries.

   
If the Fund is liable  for  foreign  income  and  withholding  taxes that can be
treated as income  taxes  under U.S.  Federal  income tax  principles,  the Fund
expects  to meet  the  requirements  of the Code  for  "passing-through"  to its
shareholders  such foreign  taxes paid,  but there can be no assurance  that the
Fund will be able to do so. Under the Code, if more than 50% of the value of the
Fund's  total  assets at the close of its  taxable  year  consists  of stocks or
securities of foreign  corporations,  the Fund will be eligible for, an election
with   the    Internal    Revenue  Service  to  "pass-through   to  the   Fund's
shareholders   the   amount   of  such foreign income and withholding taxes paid
by the Fund.  Pursuant to this election a  shareholder  will be required to: (1)
include in gross income (in addition to taxable dividends actually received) his
pro rata share of such  foreign  taxes paid by the Fund;  (2) treat his pro rata
share of such foreign  taxes as having been paid by him;  and (3) either  deduct
his pro rata share of such foreign taxes in computing his taxable  income or use
it as a foreign tax credit against his U.S.  Federal income taxes.  No deduction
for such  foreign  taxes may be claimed by a  shareholder  who does not  itemize
deductions.  Each   shareholder   will  be   notified   after   the   close   of
the  Fund's  taxable  year  whether  the  foreign  taxes  paid by the Fund  will
"pass-through"  for that year and, if so, such  notification  will designate (a)
the  shareholder's  portion of the foreign taxes paid to each such country;  and
(b) the portion of dividends that represents  income derived from sources within
each such country.

The amount of foreign  taxes for which a  shareholder  may claim a credit in any
year will be subject to an overall  limitation  which is applied  separately  to
"passive  income," which  includes,  among other types of income,  dividends and
interest. However this liquidation does not apply to individual shareholders to
the extent of limit established under the code.
    

The  foregoing  is only a general  description  of the foreign tax credit  under
current  law.  Because  applicability  of the credit  depends on the  particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.

The foregoing discussion relates only to generally applicable Federal income tax
provisions  in effect  as of the date of this  Prospectus.  Shareholders  should
consult their tax advisers  about the status of  distributions  from the Fund in
their own states and localities.

                                    THE TRUST

ICON  Funds  (the  "Trust")  is  an  open-end  management   investment  company,
consisting of numerous  separate,  non-diversified  portfolios each of which has
its own investment objectives and policies. The portfolios are designed to serve
a wide range of investor needs.

The Trust was formed  September 19, 1996 as a "business trust" under the laws of
the Commonwealth of Massachusetts.  It is a "series" company which is authorized
to issue shares without par value in separate  series of the same class.  Shares
of numerous series have been authorized.  The Board of Trustees of the Trust has
the  power  to  create  additional  portfolios  at any  time  without  a vote of
shareholders of the Trust.

Under the  Trust's  Master  Trust  Agreement,  no annual or  regular  meeting of
shareholders is required,  although the Trustees may authorize  special meetings
from time to time. Under the terms of the Master Trust  Agreement,  the Trustees
will be a  self-perpetuating  body and will continue their  positions until they
resign,  die or are removed by a written instrument signed by a least two-thirds
of the Trustees,  by vote of  shareholders  holding not less than two- thirds of
the shares then  outstanding  of the Trust cast at any  meeting  called for that
purpose,  or by a written  declaration  signed by shareholders  holding not less
than two-thirds of the shares then outstanding.

On any matter submitted to shareholders,  shares of each portfolio entitle their
holder to one vote per share,  irrespective  of the relative net asset values of
the portfolios' shares. On matters affecting an individual portfolio, a separate
vote of shareholders of the portfolio is required.  Each portfolio's  shares are
fully paid and  non-assessable  by the Trust, have no preemptive or subscription
rights, and are fully transferable, with no conversion rights.

                             MANAGEMENT OF THE FUNDS

TRUSTEES:  The business affairs of each Fund are managed by the Trust's Board of
Trustees.  The  Trustees  establish  policies,  as well as  review  and  approve
contracts and their continuance. The Trustees also elect the officers and select
the Trustees to serve as executive and audit committee members.

THE INVESTMENT ADVISOR:  Meridian Investment Management Corporation,  12835 East
Arapahoe Road, Tower II, Englewood,  Colorado 80112 under an investment advisory
agreement with the Trust dated October 9, 1996,  furnishes  investment advice to
the Trust and  manages  each  Fund's  investments.  Meridian  is a  wholly-owned
subsidiary of Meridian Management & Research  Corporation  ("MM&R").  Michael J.
Hart and  Dr. Craig T. Callahan  each owned 50% of  MM&R.  Beginning  January 2,
1999, Dr. Callahan became the sole owner of MM&R.  Meridian's  sole  business is
the management of  growth-oriented  portfolio's and related services designed to
meet the investment needs of clients including  individuals,  pension and profit
sharing plans, foundations,  endowments, public retirement systems and insurance
companies. For example, Meridian provides research/recommendations to make asset
allocation and industry/country  allocations to Security Benefit Life for use in
managing a variable  annuity  separate  account  and  related  mutual  fund.  In
addition,  it is  sub-advisor  of one  portfolio  of the WRL Series  Fund,  Inc.
Meridian's  value-based  investment  style utilizes  fundamental  procedures and
quantitative tools developed internally.

The Advisor  provides to the Trust,  and to each of the Funds  within the Trust,
management and investment advisory services. The Advisor furnishes an investment
program for each of the Funds,  determines,  subject to the overall  supervision
and review of the Board of Trustees  of the Trust,  what  investments  should be
purchased,  sold and  held,  and  makes  changes  on  behalf of the Trust in the
investments of each of the Funds.  With respect to the  Short-Term  Fixed Income
Fund,  investment  advisory  services  have  been  delegated  to the  investment
Sub-Advisor  discussed below,  subject to the general supervision and control of
the Advisor and the Board of Trustees.

The  investment  decisions for each Fund are made by an investment  committee of
Meridian,  which is primarily  responsible for the day-to-day management of each
Fund's portfolio. Dr. Craig T. Callahan is Chairman of the Investment Management
Committee.  He directs Meridian's investment research and analysis. Dr. Callahan
has been Chief  Investment  Officer for the Advisor  and its  predecessor  since
1986.

For the services  provided to ICON Funds,  Meridian  receives a monthly fee from
each Fund at an annual  rate  based on the  fund's  average  daily net assets as
follows:

                        Fund                   Advisory Fee Rate
                        ----                   -----------------
                  U.S. Equity Funds                    1.00%
                  International Equity Funds           1.00%
                  Fixed Income Fund                    0.65%

The  Advisor  pays the expense of printing  and mailing  prospectuses  and sales
materials used for promotional purposes.

The Advisor may, from its  management  fee, pay certain  financial  institutions
(which may include banks, securities dealers and other industry professionals) a
"servicing fee" for performing certain  administrative  servicing  functions for
Fund  shareholders  to the extent  these  institutions  are  allowed to do so by
applicable statute, rule or regulation.

Consistent  with the  Rules of Fair  Practice  of the  National  Association  of
Securities  Dealers,  Inc.,  and  subject  to its  obligation  of  seeking  best
execution,  Meridian may give  consideration to sales of shares of the Fund as a
factor  in  the   selection   of  brokers  and  dealers  to  execute   portfolio
transactions.

   
THE CO-ADMINISTRATORS:  The  Trust retains  both  Meridian  and   AmeriPrime  as
co-administrators  to manage the Trust's  business affairs and provide the Trust
with administrative  services,  including all regulatory reporting and necessary
office equipment, personnel and facilities. The Administrator receives a monthly
fee from the funds equal to an annual average rate of 0.05%,  declining to 0.04%
for net assets above $500 million.  Employees of AmeriPrime  may act as officers
of the Trust and are reimbursed  for expenses  associated  with attending  Board
Meetings.
    

THE DISTRIBUTOR:  The Trust retains  Meridian  Clearing  Corporation  12835 East
Arapahoe Road, Tower II, Englewood,  Colorado 80112, an affiliate of the Advisor
to act as the principal  distributor of the Fund's shares. Craig T. Callahan and
Erik L. Jonson are officers of the  distributor  and officers of the Trust.  The
Distributor  provides  its  services to the Trust for no  additional  or ongoing
compensation.  The Advisor is responsible for out of pocket expenses incurred by
the Distributor.

The Trust pays all other expenses for its operations and activities. Each of the
Funds of the Trust pays its allocable  portion of these  expenses.  The expenses
borne by the Trust include the charges and expenses of any shareholder servicing
agents, custodian fees, legal and auditors' expenses,  brokerage commissions for
portfolio transactions,  the advisory fee, extraordinary  expenses,  expenses of
shareholder and trustee meetings,  expenses for preparing,  printing and mailing
proxy statements, reports and other communications to shareholders, and expenses
of registering and qualifying shares for sale, among others.

                             PERFORMANCE INFORMATION

From  time  to  time,  in  advertisements  or  in  reports  to  shareholders  or
prospective shareholders,  each of the Funds may compare its performance, either
in terms of its yield,  total return or its yield and total  return,  to that of
other  mutual  funds with similar  investment  objectives  and to stock or other
indices. For example, a Fund may compare its performance to rankings prepared by
Lipper Analytical  Services,  Inc. ("Lipper"),  a widely recognized  independent
service which monitors the performance of mutual funds; to Morningstar's  Mutual
Fund  Values;  to the  Standard & Poor's 500  Composite  Stock Price Index ("S&P
500"),  an index of  unmanaged  groups of common  stock;  to the Morgan  Stanley
Capital  International Index European (Free) Portion; to the FT-SE Eurotrack 200
Index; or to the Consumer Price Index.  Performance  information and rankings as
reported in Changing  Times,  Business Week,  Institutional  Investor,  the Wall
Street  Journal,  Mutual Fund  Forecaster,  No-Load  Investor,  Money  Magazine,
Forbes,  Fortune,  Investor's  Business Daily and Barron's  magazine may also be
used in comparing performance of the Funds. Performance comparisons shall not be
considered as representative of the future performance of any Fund.

A Fund's  average  annual  total return is computed by  determining  the average
annual  compounded  rate of return for a specified  period that, if applied to a
hypothetical  $1,000 initial  investment,  would produce the redeemable value of
that investment at the end of the period, assuming reinvestment of all dividends
and distributions and with recognition of all recurring charges. A Fund may also
utilize a total  return for  differing  periods  computed in the same manner but
without annualizing the total return.

A Fund's  "yield"  refers to the income  generated by an  investment in the Fund
over a  30-day  (or one  month)  period  (which  period  will be  stated  in the
advertisement).  Yield is  computed by dividing  the net  investment  income per
share  earned  during the most  recent  calendar  month or 30-day  period by the
maximum offering price per share on the last day of such period.  This income is
then  "annualized".  That is, the amount of income  generated by the  investment
during that period is assumed to be generated each month over a 12-month  period
and is shown as a percentage of the investment.

For purposes of the yield calculation,  interest income is computed based on the
yield to maturity of each debt  obligation and dividend income is computed based
upon the stated dividend rate of each security in the Fund's portfolio,  and all
recurring charges are recognized.

<PAGE>
                                   ICON FUNDS

                       SHARES OF ELEVEN U.S. EQUITY FUNDS,
                            FIVE FOREIGN EQUITY FUNDS
                             AND A FIXED INCOME FUND
                           ARE SOLD AT NET ASSET VALUE
            WITHOUT SALES COMMISSIONS, 12b-1 FEES OR REDEMPTIONS FEES



                               INVESTMENT ADVISOR
                   Meridian Investment Management Corporation
                       12835 East Arapahoe Road, Tower II
                              Englewood, CO 80112

                                   DISTRIBUTOR
                      Meridian Clearing Corporation.
                        12835 East Arapahoe Road, Tower II
                              Englewood, CO 80112

                          CUSTODIAN AND TRANSFER AGENT
                           Firstar Trust Company, Inc
                             615 E. Michigan Street
                           Milwaukee, Wisconsin 53202

                                CO-ADMINISTRATORS
                       AmeriPrime Financial Services, Inc.
                         1793 Kingswood Drive, Suite 200
                             Southlake, Texas 76092
                                       And
                     Meridian Investment Management Corporation
                       12835 East Arapahoe Road, Tower II
                              Englewood, CO 80112

   
                             INDEPENDENT ACCOUNTANTS
                            PricewaterhouseCoopers LLP
                       950 Seventeenth Street, Suite 2500
                             Denver, Colorado 80202
    



NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  IN CONNECTION
WITH THE  OFFERING  CONTAINED  IN THIS  PROSPECTUS,  AND IF GIVEN OR MADE,  SUCH
INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED UPON AS BEING  AUTHORIZED BY
THE FUND.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE FUND TO SELL ITS
SHARES IN ANY STATE TO ANY PERSON TO WHOM IT IS  UNLAWFUL  TO MAKE SUCH OFFER IN
SUCH STATE. <PAGE>

- - ------------------------------------------------------------------------------
                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION
- - ------------------------------------------------------------------------------

                                   ICON FUNDS



                       STATEMENT OF ADDITIONAL INFORMATION



                              December 15, 1998
                                        (As supplemented February 10, 1999)



                            ICON Basic  Materials  Fund ICON Capital  Goods Fund
                            ICON Consumer  Cyclicals Fund ICON Consumer  Staples
                            Fund ICON Energy Fund ICON  Financial  Services Fund
                            ICON   Healthcare   Fund  ICON   Leisure  Fund  ICON
                            Technology Fund ICON  Telecommunication  & Utilities
                            Fund ICON Transportation Fund

                            ICON Asia Region Fund
                            ICON South Pacific Region Fund
                            ICON North Europe Region Fund
                            ICON South Europe Region Fund
                            ICON Western Hemisphere Fund

                            ICON Short-Term Fixed Income Fund





This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the appropriate Fund prospectus dated December 15, 1998,(the
"prospectus"), which may be obtained by writing the Advisor at 12835 E. Arapahoe
Road Tower II, PH, Englewood, CO 80112 or by calling 1-888-389-4266.



<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION


                                TABLE OF CONTENTS

                                                                            PAGE

DESCRIPTION OF THE TRUST.......................................................3

INVESTMENT RESTRICTIONS........................................................4

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS..........5

RISKS OF FOREIGN INVESTING....................................................10

PORTFOLIO TRANSACTIONS........................................................12

PORTFOLIO TURNOVER............................................................13

THE INVESTMENT ADVISOR........................................................13

TRUSTEES AND OFFICERS.........................................................15

DETERMINATION OF SHARE PRICE..................................................16

CALCULATION OF PERFORMANCE DATA...............................................16
         Total Return.........................................................16
         Yield    ............................................................17
         Nonstandardized Total Return.........................................17

TAX STATUS....................................................................17
         Taxation of the Funds -- In General..................................17
         Taxation of the Funds' Investments...................................18
         Taxation of the Shareholder..........................................18
         Other Tax Considerations.............................................19

ADMINISTRATIVE SERVICES.......................................................19

CUSTODIAN.....................................................................20

TRANSFER AGENT................................................................20

INDEPENDENT ACCOUNTANTS AND COUNSEL...........................................20

DISTRIBUTOR...................................................................20

FINANCIAL STATEMENTS..........................................................20

<PAGE>

                            DESCRIPTION OF THE TRUST

         ICON Funds (the "Trust") is an open-end  management  investment company
and is a voluntary association of the type known as a "business trust" organized
under the laws of the Commonwealth of  Massachusetts.  There are numerous series
within the Trust, each of which represents a separate non-diversified  portfolio
of securities  (collectively  referred to herein as the  "Portfolios" or "Funds"
and individually as a "Portfolio" or "Fund").

         The  assets  received  by the Trust from the issue or sale of shares of
each of the Funds,  and all  income,  earnings,  profits and  proceeds  thereof,
subject only to the rights of creditors,  are separately allocated to such Fund.
They  constitute  the  underlying  assets  of  each  Fund,  are  required  to be
segregated  on the books of  accounts,  and are to be charged  with the expenses
with  respect to such Fund.  Any  general  expenses  of the Trust,  not  readily
identifiable as belonging to a particular  Fund,  shall be allocated by or under
the direction of the Board of Trustees in such manner as the Board determines to
be fair and equitable.

         Each  share of each of the  Funds  represents  an  equal  proportionate
interest in that Fund with each other  share and is  entitled to such  dividends
and distributions,  out of the income belonging to that Fund, as are declared by
the Board. Upon liquidation of the Trust, shareholders of each Fund are entitled
to  share  pro  rata in the net  assets  belonging  to the  Fund  available  for
distribution.

         The  Trustees  have  exclusive   power,   without  the  requirement  of
shareholder  approval,  to issue series of shares without par value, each series
representing  interests  in a  separate  portfolio,  or divide the shares of any
portfolio into classes, each class having such different dividend,  liquidation,
voting and other rights as the Trustees may  determine,  and may  establish  and
designate the specific classes of shares of each portfolio.  Before establishing
a new class of shares in an existing portfolio, the Trustees must determine that
the establishment and designation of separate classes would not adversely affect
the  rights  of the  holders  of  the  initial  or  previously  established  and
designated class or classes.

         As  described  under "the Trust" in the  prospectus,  under the Trust's
Master  Trust  Agreement,  no annual  or  regular  meeting  of  shareholders  is
required.  In  addition,  after  the  Trustees  were  initially  elected  by the
shareholders,  the Trustees became a  self-perpetuating  body.  Thus, there will
ordinarily  be  no  shareholder   meetings  unless  otherwise  required  by  the
Investment Company Act of 1940 (the "1940 Act").

         On any matter  submitted to  shareholders,  the holder of each share is
entitled  to one  vote per  share  (with  proportionate  voting  for  fractional
shares).  On matters affecting any individual Fund, a separate vote of that Fund
would be  required.  Shareholders  of any Fund are not  entitled  to vote on any
matter  which does not affect their Fund but which  requires a separate  vote of
another Fund.

         Shares  do not have  cumulative  voting  rights,  which  means  that in
situations in which shareholders elect Trustees, holders of more than 50% of the
shares  voting  for the  election  of  Trustees  can elect  100% of the  Trust's
Trustees, and the holders of less than 50% of the shares voting for the election
of Trustees will not be able to elect any person as a Trustee.

         Shares  have  no  preemptive  or  subscription  rights  and  are  fully
transferable. There are no conversion rights.

         Under  Massachusetts  law, the  shareholders of the Trust could,  under
certain  circumstances,  be held  personally  liable for the  obligations of the
Trust.  However, the Master Trust Agreement disclaims  shareholder liability for
acts or obligations of the Trust and requires that notice of such  disclaimer be
given in each  agreement,  obligation or instrument  entered into or executed by
the  Trust  or  the   Trustees.   The  Master  Trust   Agreement   provides  for
indemnification  out of the Trust's  property for all losses and expenses of any
shareholder held personally  liable for the obligations of the Trust.  Thus, the
risk of a  shareholder  incurring  financial  loss  on  account  of  shareholder
liability is limited to  circumstances in which the Trust itself would be unable
to meet its obligations.

                             INVESTMENT RESTRICTIONS

         A Fund will not change  any of the  following  investment  restrictions
without the affirmative vote of a majority of the outstanding  voting securities
of the Fund,  which,  as used herein,  means the lesser of (i) 67% of the Fund's
outstanding  shares  present  at a  meeting  at  which  more  than  50%  of  the
outstanding  shares of the Fund are represented either in person or by proxy, or
(ii) more than 50% of the Fund's outstanding shares.

         A Fund may not

         (1)   Issue senior securities.

         (2)   Borrow money, except that the Fund may borrow not in excess of 33
               1/3% of the total  assets of the Fund from  banks as a  temporary
               measure for extraordinary purposes.

         (3)   Underwrite the securities of other issuers.

         (4)   Purchase or sell real  property  (including  limited  partnership
               interests,  but excluding  readily  marketable  interests in real
               estate  investment  trusts or readily  marketable  securities  or
               companies which invest in real estate).

         (5)   Engage  in the  purchase  or sale  of  commodities  or  commodity
               contracts,  except  that the Funds may  invest in  financial  and
               currency  futures  contracts  and  related  options for bona fide
               hedging  purposes and to provide  exposure  while  attempting  to
               reduce transaction costs.

         (6)   Lend its assets,  except that  purchases  of debt  securities  in
               furtherance  of  the  Fund's   investment   objectives  will  not
               constitute  lending of assets  and except  that the Fund may lend
               portfolio  securities with an aggregate  market value of not more
               than one-third of the Fund's net assets.

         (7)   Purchase any  security on margin,  except that it may obtain such
               short-term  credits as are  necessary for clearance of securities
               transactions.  This  restriction  does  not  apply  to bona  fide
               hedging activity utilizing financial futures and related options.

         (8)   Make short sales in situations where the security is not owned by
               a Fund.

         (9)   Acquire more than 10% of the voting securities of any one issuer.

         (10)   With respect to 50% of a Fund,  invest more than 5% of the value
                of its total assets in securities of any one issuer, except such
                limitation  shall not apply to obligations  issued or guaranteed
                by   the   United   States    Government,    its   agencies   or
                instrumentalities.

     The  following  investment  restrictions  may be  changed  by the  Board of
Trustees without a shareholder vote:

         A Fund may not

         (11)   Invest in  companies  for the purpose of  exercising  control or
                management.

         (12)   Hypothecate,  pledge,  or mortgage any of its assets,  except to
                secure loans as a temporary measure for  extraordinary  purposes
                and except as may be required to collateralize letters of credit
                to secure state surety bonds.

         (13)   Invest more than 15% of its net assets in illiquid securities.

         (14)   Invest in oil, gas or other mineral leases.

         (15)   In  connection  with bona fide hedging  activities,  invest more
                than 5% of its assets as initial margin deposits or premiums for
                futures  contracts  and provided  that said Funds may enter into
                futures  contracts  and option  transactions  only to the extent
                that obligations under such contracts or transactions  represent
                not more than 100% of a Fund's assets.

   
         (16)   Invest in shares issued by other investment companies except for
                cash management purposes as permitted under applicable laws and
                regulations.
    

         If a percentage restriction is adhered to at the time of investment,  a
later increase or decrease in  percentage,  resulting from a change in values of
portfolio securities or amount of net assets, will not be considered a violation
of any of the foregoing restrictions.

      ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

         This  section  contains  a more  detailed  discussion  of  some  of the
investments  the  Funds  may  make  and some of the  techniques  it may use,  as
described in the Prospectus.

     FORWARD COMMITMENTS AND REVERSE REPURCHASE  AGREEMENTS.  A Fund will direct
its Custodian to place cash or U.S. government obligations in a separate account
of the Fund in an amount  equal to the  commitments  of the Funds to purchase or
repurchase  securities  as  a  result  of  its  forward  commitment  or  reverse
repurchase  agreement  obligations.  With respect to forward commitments to sell
securities,  the Fund will direct its  Custodian  to place the  securities  in a
separate account.  A Fund will direct its Custodian to segregate such assets for
when, as and if issued  commitments only when it determines that issuance of the
security is probable.  When a separate  account is  maintained,  the  securities
deposited in the separate account will be valued daily at market for the purpose
of  determining  the adequacy of the  securities  in the account.  To the extent
funds are in a separate  account,  they will not be available for new investment
or to meet redemptions.

         Commitments  to purchase  securities  on a when, as and if issued basis
will not be recognized  in the portfolio of a Fund until the Advisor  determines
that issuance of the security is probable.  At such time, a Fund will record the
transaction  and, in determining its net asset value,  will reflect the value of
the security daily.

         Securities  purchased  on a forward  commitment  basis and  subject  to
reverse repurchase  agreements are subject to changes in market value based upon
the public's perception of the creditworthiness of the issuer and changes in the
level of interest rates (which will generally  result in all of those securities
changing  in value in the same  way;  i.e.,  all those  securities  experiencing
appreciation  when interest rates decline and  depreciation  when interest rates
rise).  Therefore,  if in order to  achieve  a higher  level of  income,  a Fund
remains substantially fully invested at the same time that it has purchased on a
forward commitment basis or entered into reverse repurchase transactions,  there
will be a  possibility  that the  market  value of the Fund's  assets  will have
greater fluctuation.

         LEVERAGING.  Leveraging a Fund creates an opportunity for increased net
income but, at the same time, creates special risk considerations.  For example,
leveraging may  exaggerate  changes in the net asset value of Fund shares and in
the yield on the Fund's  portfolio.  Although the  principal of such  borrowings
will be  fixed,  the  Fund's  assets  may  change in value  during  the time the
borrowing is outstanding.  Leveraging will create interest expenses for the Fund
which can exceed the income from the assets  retained.  To the extent the income
derived from  securities  purchased with borrowed funds exceeds the interest the
Fund will have to pay, the Fund's net income will be greater than if  leveraging
were not used. Conversely,  if the income from the assets retained with borrowed
funds is not sufficient to cover the cost of  leveraging,  the net income of the
Fund will be less than if  leveraging  were not used,  and  therefore the amount
available for distribution to shareholders will be reduced.

          PUT AND CALL OPTIONS.  The Funds may purchase put and call options.

          PURCHASING  OPTIONS.  By  purchasing a put option,  a Fund obtains the
right (but not the obligation) to sell the option's  underlying  instrument at a
fixed "strike" price. In return for this right, the Fund pays the current market
price for the option (known as the option  premium).  Options have various types
of underlying instruments,  including specific securities, indices of securities
prices, and futures contracts. A Fund may terminate its position in a put option
it has  purchased by allowing it to expire or by exercising  the option.  If the
option is allowed to expire,  the Fund will lose the entire  premium it paid. If
the  Fund  exercises  the  option,  it  completes  the  sale  of the  underlying
instrument  at the  "strike"  price.  A Fund  also may  terminate  a put  option
position by closing it out in the secondary  market at its current  price,  if a
liquid secondary market exists.

         The buyer of a  typical  put  option  can  expect to  realize a gain if
security  prices fall  substantially.  However,  if the underlying  instrument's
price does not fall enough to offset the cost of  purchasing  the option,  a put
buyer can expect to suffer a loss  (limited to the amount of the  premium  paid,
plus related transaction costs).

         The features of call options are  essentially  the same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase,  rather than sell, the underlying  instrument at the option's "strike"
price.  A call buyer  typically  attempts  to  participate  in  potential  price
increases  of the  underlying  instrument  with risk  limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if the underlying  prices do not rise  sufficiently to offset the cost of
the option.

         WRITING OPTIONS. When a Fund writes a put option, it takes the opposite
side of the transaction  from the option's  purchaser.  In return for receipt of
the premium,  the Fund assumes the  obligation to pay the "strike" price for the
option's  underlying  instrument  if the other  party to the  option  chooses to
exercise  it.  When  writing  an option on a futures  contract  the Fund will be
required to make margin  payments  for futures  contracts.  The Fund may seek to
terminate its position in a put option it writes before  exercise by closing out
the option in the secondary market at its current price. If the secondary market
is not  liquid for a put option  the Fund has  written,  however,  the Fund must
continue  to be  prepared  to  pay  the  "strike"  price  while  the  option  is
outstanding,  regardless of price changes, and must continue to segregate assets
to cover its position.

         If the underlying  prices rise, a put writer would generally  expect to
profit.  Although  its gain would be  limited  to the  amount of the  premium it
received.  If  security  prices  remain the same over time,  the writer also may
profit,  because it should be able to close out the option at a lower price.  If
the underlying  prices fall, the put writer would expect to suffer a loss.  This
loss  should be less than the loss from  purchasing  the  underlying  instrument
directly,  however,  because the premium  received for writing the option should
mitigate the effects of the decline.

         Writing a call option  obligates a Fund to sell or deliver the option's
underlying  instrument,  in return for the "strike" price,  upon exercise of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy if the underlying  prices remain the same or fall.  Through  receipt of
the option premium,  a call writer mitigates the effects of a price decline.  At
the same time,  because a call writer must be prepared to deliver the underlying
instrument  in return  for the  "strike"  price,  even if its  current  value is
greater,  a call writer gives up some ability to  participate  in the underlying
price increases.

         COMBINED   POSITIONS.   A  Fund  may  purchase  and  write  options  in
combination  with  each  other,  or  in  combination  with  futures  or  forward
contracts,  to  adjust  the  risk  and  return  characteristics  of the  overall
position.  For example, a Fund may purchase a put option and write a call option
on the same  underlying  instrument,  in order to construct a combined  position
whose risk and return characteristics are similar to selling a futures contract.
Another  possible  combined  position would involve writing a call option at one
"strike" price and buying a call option at a lower price, in order to reduce the
risk of the written call option in the event of a  substantial  price  increase.
Because combined  options  positions  involve  multiple  trades,  they result in
higher transaction costs and may be more difficult to open and close out.

         CORRELATION  OF PRICE  CHANGES.  Because there are a limited  number of
types of exchange-traded  options and futures  contracts,  it is likely that the
standardized  contracts available will not match a Fund's current or anticipated
investments  exactly. The Fund may invest in options and futures contracts based
on securities with different issuers,  maturities, or other characteristics from
the securities in which it typically invests.

          Options and futures  prices also can diverge  from the prices of their
underlying instruments or precious metals, even if the underlying instruments or
precious metals match the Fund's investment well. Options and futures prices are
affected by such factors as current and anticipated  short-term  interest rates,
changes in volatility of the underlying  instrument or precious  metal,  and the
time  remaining  until  expiration  of the  contract,  which may not  affect the
security or the precious metal prices the same way.  Imperfect  correlation also
may result from:  differing  levels of demand in the options and futures markets
and the  securities or precious  metal  markets,  structural  differences in how
options and futures and securities or precious  metal are traded,  or imposition
of daily price  fluctuation  limits or trading  halts.  The Fund may purchase or
sell  options  and  futures  contracts  with a greater or lesser  value than the
securities or precious  metal it wishes to hedge or intends to purchase in order
to attempt to compensate for differences in volatility  between the contract and
the  securities or precious  metals,  although this may not be successful in all
cases.  If price changes in the Fund's  options or futures  positions are poorly
correlated  with its  other  investments,  the  positions  may  fail to  produce
anticipated  gains or  result in  losses  that are not  offset by gains in other
investments.

         LIQUIDITY  OF OPTIONS AND FUTURES  CONTRACTS.  There is no  assurance a
liquid  secondary  market  will  exist for any  particular  options  or  futures
contract at any particular time.  Options may have relatively low trading volume
and  liquidity  if  their  "strike"  prices  are  not  close  to the  underlying
instrument  or precious  metal's  current  price.  In  addition,  exchanges  may
establish daily price fluctuation limits for options and futures contracts,  and
may halt  trading if a contract's  price moves upward or downward  more than the
limit in a given day. On volatile trading days when the price  fluctuation limit
is reached or a trading halt is imposed,  it may be  impossible  for the Fund to
enter into new  positions  or close out  existing  positions.  If the  secondary
market for a  contract  is not liquid  because  of price  fluctuation  limits or
otherwise,  it could prevent prompt  liquidation of unfavorable  positions,  and
potentially could require the Fund to continue to hold a position until delivery
or expiration regardless of changes in its value. As a result, the Fund's access
to other  assets  held to cover its options or futures  positions  also could be
impaired. In addition,  one of the requirements for qualification as a regulated
investment  company for tax  purposes in that less than 30% of the Fund's  gross
income be derived from gains from the sale or other  disposition  of  securities
held for less than three  months.  Accordingly,  the Fund may be  restricted  in
effecting closing transactions within three months after entering into an option
or futures contract.

         OTC OPTIONS.  Unlike  exchange-traded  options,  which are standardized
with respect to the underlying  instrument,  expiration date, contract size, and
"strike" price, the terms of  over-the-counter  options i.e., options not traded
on exchanges ("OTC options"), generally are established through negotiation with
the other party to the option contract.  While this type of arrangement allows a
Fund greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded  options,  which are guaranteed
by the clearing organization of the exchanges where they are traded. The risk of
illiquidity also is greater with OTC options,  since these options generally can
be closed out only by negotiation with the other party to the option.

         FOREIGN CURRENCY TRANSACTIONS. Investments in foreign companies usually
involve use of  currencies of foreign  countries.  A Fund also may hold cash and
cash-equivalent  investments  in  foreign  currencies.  The value of the  Fund's
assets as  measured  in U.S.  dollars  will be  affected  by changes in currency
exchange rates and exchange  control  regulations.  The Fund may, as appropriate
markets are developed,  but is not required to, engage in currency  transactions
including cash market purchases at the spot rates,  forward currency  contracts,
exchange listed currency futures,  exchange listed and over-the-counter  options
on  currencies,  and currency  swaps for two purposes.  One purpose is to settle
investment transactions. The other purpose is to try to minimize currency risks.

         All currency  transactions  involve a cost.  Although  foreign exchange
dealers  generally  do not charge a fee,  they do realize a profit  based on the
difference  (spread)  between  the prices at which  they are buying and  selling
various   currencies.   Commissions  are  paid  on  futures  options  and  swaps
transactions, and options require the payment of a premium to the seller.

         A forward  contract  involves  a  privately  negotiated  obligation  to
purchase or sell at a price set at the time of the contract with delivery of the
currency generally required at an established future date. A futures contract is
a standardized  contract for delivery of foreign currency traded on an organized
exchange  that is generally  settled in cash. An option gives the right to enter
into a contract.  A swap is an agreement  based on a nominal  amount of money to
exchange the differences between currencies.

          The Fund will generally use spot rates or forward  contracts to settle
a security transaction or handle dividend and interest  collection.  When a Fund
enters into a contract for the purchase or sale of a security  denominated  in a
foreign currency or has been notified of a dividend or interest payment,  it may
desire to lock in the price of the  security  or the  amount of the  payment  in
dollars. By entering into a spot rate or forward contract, the Fund will be able
to protect  itself  against a possible loss  resulting from an adverse change in
the  relationship  between  different  currencies  from the date the security is
purchased  or sold to the date on which  payment is made or received or when the
dividend or interest is actually received.

         A Fund may use forward or futures contracts, options, or swaps when the
investment  manager  believes the currency of a particular  foreign  country may
suffer a substantial decline against another currency. For example, it may enter
into a currency  transaction to sell, for a fixed amount of dollars,  the amount
of  foreign  currency  approximating  the  value  of some  or all of the  Fund's
portfolio securities  denominated in such foreign currency. The precise matching
of the securities  transactions and the value of securities  involved  generally
will not be possible.  The projection of short-term currency market movements is
extremely difficult and successful  execution of a short-term strategy is highly
uncertain.

         A Fund may  cross-hedge  currencies  by entering into  transactions  to
purchase or sell one or more  currencies  that are  expected to decline in value
relative to other  currencies in which a Fund has (or expects to have) portfolio
exposure.

         A Fund may engage in proxy  hedging.  Proxy  hedging is often used when
the currency to which a fund's portfolio is exposed is difficult to hedge. Proxy
hedging  entails  entering  into a forward  contract  to sell a  currency  whose
changes  in value  are  generally  considered  to be  linked  to a  currency  or
currencies in which some or all of the Fund's  portfolio  securities  are or are
expected to be denominated,  and simultaneously buy U.S. dollars.  The amount of
the contract would not exceed the value of the Fund's securities  denominated in
linked securities.

         A Fund  will not enter  into a  currency  transaction  or  maintain  an
exposure as a result of the transaction when it would obligate a Fund to deliver
an amount of foreign  currency  in excess of the value of the  Fund's  portfolio
securities or other assets denominated in that currency. The Fund will designate
cash or  securities  in an amount  equal to the value of the Fund's total assets
committed  to  consummating  the  transaction.  If the  value of the  securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitment.

         On the settlement date of the currency  transaction,  a Fund may either
sell portfolio  securities  and make delivery of the foreign  currency or retain
the securities and terminate its  contractual  obligation to deliver the foreign
currency by purchasing an offsetting position. It is impossible to forecast what
the market value of portfolio  securities  will be on the  settlement  date of a
currency  transaction.  Accordingly,  it may be  necessary  for the  Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of such
purchase)  if the  market  value of the  securities  are less than the amount of
foreign currency the Fund is obligated to deliver and a decision is made to sell
the securities and make delivery of the foreign currency.  Conversely, it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  securities if its market value exceeds the amount of
foreign  currency the Fund is obligated to deliver.  The Fund will realize gains
or losses on currency transactions.

         The Fund may also buy put options  and write  covered  call  options on
foreign  currencies  to try to minimize  currency  risks.  The risk of buying an
option is the loss of premium.  The risk of selling  (writing) an option is that
the currency option will minimize the currency risk only up to the amount of the
premium, and then only if rates move in the expected direction. If this does not
occur,  the option may be  exercised  and a Fund  would be  required  to buy the
underlying  currency  at the loss  which may not be offset by the  amount of the
premium. Through the writing of options on foreign currencies, the Fund may also
be required  to forego all or a portion of the  benefits  which might  otherwise
have been  obtained  from  favorable  movements on exchange  rates.  All options
written  on  foreign  currencies  will be  covered;  that is,  the Fund will own
securities  denominated  in  the  foreign  currency,  hold  cash  equal  to  its
obligations or have contracts that offset the options.

          The  Fund may  construct  a  synthetic  foreign  currency  investment,
sometimes called a structured note, by (a) purchasing a money market  instrument
which is a note  denominated in one currency,  generally U.S.  dollars,  and (b)
concurrently  entering into a forward contract to deliver a corresponding amount
of that currency in exchange for a different  currency on a future date and at a
specified  rate of  exchange.  Because the  availability  of a variety of highly
liquid  short-term U.S. dollar market  instruments,  or notes, a synthetic money
market  position  utilizing  such U.S.  dollar  instruments  may  offer  greater
liquidity than direct investment in foreign currency.

         SEGREGATED ASSETS AND COVERED POSITIONS.  When purchasing a stock index
futures contract,  selling an uncovered call option, or purchasing securities on
a when-issued or delayed delivery basis, a Fund will restrict cash, which may be
invested in repurchase obligations or liquid securities. When purchasing a stock
index futures contract, the amount of restricted cash or liquid securities, when
added to the amount deposited with the broker as margin,  will be at least equal
to the market  value of the futures  contract and not less than the market price
at which the futures  contract was  established.  When selling an uncovered call
option,  the amount of restricted cash or liquid  securities,  when added to the
amount deposited with the broker as margin,  will be at least equal to the value
of securities  underlying  the call option and not less than the strike price of
the call option. When purchasing securities on a when-issued or delayed delivery
basis, the amount of restricted cash or liquid securities will be at least equal
to the Fund's when-issued or delayed delivery commitments.

         The restricted  cash or liquid  securities will either be identified as
being restricted in a Fund's  accounting  records or physically  segregated in a
separate account at Firstar Trust Company, the Fund's custodian. For the purpose
of determining the adequacy of the liquid securities which have been restricted,
the  securities  will be valued at market or fair  value.  If the market or fair
value of such securities declines,  additional cash or liquid securities will be
restricted on a daily basis so that the value of the  restricted  cash or liquid
securities, when added to the amount deposited with the broker as margin, equals
the amount of such commitments by a Fund.

         Fund  assets  need not be  segregated  if a Fund  "covers"  the futures
contract or call option  sold.  For  example,  the Fund could cover a futures or
forward  contract  which it has sold short by owning the  securities or currency
underlying  the contract.  A Fund may also cover this position by holding a call
option permitting the Fund to purchase the same futures or forward contract at a
price no higher than the price at which the sell position was established.

         A Fund could cover a call option  which it has sold by holding the same
currency or security  (or, in the case of a stock  index,  a portfolio  of stock
substantially replicating the movement of the index) underlying the call option.
The Fund may also cover by holding a separate  call option of the same  security
or stock index with a strike  price no higher than the strike  price of the call
option sold by the Fund. The Fund could cover a call option which it has sold on
a futures contract by entering into a long position in the same futures contract
at a price no higher  than the strike  price of the call option or by owning the
securities  or currency  underlying  the futures  contract.  The Fund could also
cover a call  option  which  it has  sold by  holding  a  separate  call  option
permitting  it to purchase the same  futures  contract at a price no higher than
the strike price of the call option sold by the Fund.

         ILLIQUID INVESTMENTS.  Illiquid investments are investments that cannot
be sold or disposed of in the ordinary course of business at  approximately  the
prices at which they are valued. Under the supervision of the Board of Trustees,
the Advisor  determines  the  liquidity  of a Fund's  investments  and,  through
reports  from the  Advisor,  the Board  monitors  trading  activity  in illiquid
investments. In determining the liquidity of the Fund's investments, the Advisor
may  consider  various  factors,  including  (i) the  frequency  of  trades  and
quotations,  (ii) the  number  of  dealers  and  prospective  purchasers  in the
marketplace,  (iii) dealer undertakings to make a market, (iv) the nature of the
security  (including any demand or tender  features),  and (v) the nature of the
marketplace  for trades  (including  the  ability to assign or offset the Fund's
rights  and  obligations  relating  to the  investment).  Investments  currently
considered  by the  Trust  to be  illiquid  include  repurchase  agreements  not
entitling  the holder to payments of principal  and interest  within seven days,
over-the-counter  options, and restricted  securities.  However, with respect to
OTC  options  which  the  Fund  writes,  all or a  portion  of the  value of the
underlying  instrument may be illiquid depending on the assets held to cover the
option and the nature and terms of any  agreement the Fund may have to close out
the option  before  expiration.  In the absence of market  quotations,  illiquid
investments are priced at fair value as determined in good faith by the Advisor,
subject to review of the Board of Trustees.  If, through a change in values, net
assets or other  circumstances,  the Fund were in a position where more than 15%
of its net assets were  invested in illiquid  securities,  it would seek to take
appropriate steps to protect liquidity.

         RESTRICTED  SECURITIES.  Restricted securities generally can be sold in
privately  negotiated  transactions,  pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.  Where the
registration is required, a Fund holding restricted  securities may be obligated
to pay all or part of the  registration  expense and a  considerable  period may
elapse  between the time it decides to seek  registration  and the time the Fund
may be permitted to sell a security under an effective  registration  statement.
If, during such a period,  adverse market  conditions were to develop,  the Fund
might  obtain a less  favorable  price  than  prevailed  when it decided to seek
registration of the security.

                        RISKS OF INTERNATIONAL INVESTING

         POLITICAL,  SOCIAL AND  ECONOMIC  RISKS.  Investing  in  securities  of
non-U.S.  companies may entail additional risks due to the potential  political,
social  and  economic   instability  of  certain  countries  and  the  risks  of
expropriation,  nationalization,  confiscation or the imposition of restrictions
on foreign  investment,  convertibility  of currencies into U.S.  dollars and on
repatriation  of  capital  invested.   In  the  event  of  such   expropriation,
nationalization  or other  confiscation  by any  country,  a Fund could lose its
entire investment in any such country.

         RELIGIOUS,  POLITICAL,  AND ETHNIC  INSTABILITY.  Certain  countries in
which a Fund may invest may have  groups  that  advocate  radical  religious  or
revolutionary  philosophies or support ethnic  independence.  Any disturbance on
the  part  of  such  individuals   could  carry  the  potential  for  widespread
destruction  or  confiscation  of property  owned by  individuals  and  entities
foreign to such  country  and could cause the loss of the Fund's  investment  in
those  countries.  Instability  may also result from,  among other  things:  (i)
authoritarian  governments  or military  involvement  in political  and economic
decision-making,  including changes in government  through  extra-constitutional
means;  (ii) popular  unrest  associated  with  demands for improved  political,
economic and social conditions;  and (iii) hostile relations with neighboring or
other countries.  Such political,  social and economic instability could disrupt
the principal  financial  markets in which the Fund invests and adversely affect
the value of the Fund's assets.

         FOREIGN INVESTMENT  RESTRICTIONS.  Certain countries prohibit or impose
substantial  restrictions on investments in their capital markets,  particularly
their equity markets,  by foreign entities such as a Fund. These restrictions or
controls may at times limit or preclude investment in certain securities and may
increase  the cost and  expenses of the Fund.  For  example,  certain  countries
require prior governmental approval before investments by foreign persons may be
made, or may limit the amount of  investment by foreign  persons in a particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of  certain  countries  may  restrict  investment  opportunities  in  issuers or
industries deemed sensitive to national interests.  In addition,  some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors.  In addition, if there
is a deterioration  in a country's  balance of payments or for other reasons,  a
country may impose  restrictions on foreign capital  remittances  abroad. A Fund
could be  adversely  affected by delays in, or a refusal to grant,  any required
governmental  approval for repatriation,  as well as by the application to it of
other restrictions on investments.

          NON-UNIFORM    CORPORATE   DISCLOSURE   STANDARDS   AND   GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting,  auditing and financial
standards and requirements that differ, in some cases significantly,  from those
applicable  to U.S.  companies.  In  particular,  the assets,  liabilities,  and
profits appearing on the financial  statements of such a company may not reflect
its  financial  position  or  results  of  operations  in the way they  would be
reflected had such financial  statements  been prepared in accordance  with U.S.
generally  accepted  accounting  principles.  Most of the  securities  held by a
Foreign  Region Fund will not be  registered  with the SEC or  regulators of any
foreign country,  nor will the issuers thereof be subject to the SEC's reporting
requirements.  Thus,  there will be less available  information  concerning most
foreign issuers of securities held by the Fund than is available concerning U.S.
issuers. In instances where the financial statements of an issuer are not deemed
to reflect  accurately the financial  situation of the issuer,  the Advisor will
take appropriate  steps to evaluate the proposed  investment,  which may include
on-site   inspection  of  the  issuer,   interviews   with  its  management  and
consultations  with  accountants,   bankers  and  other  specialists.  There  is
substantially less publicly  available  information about foreign companies than
there are  reports  and  ratings  published  about U.S.  companies  and the U.S.
government.  In addition,  where public information is available, it may be less
reliable than such information regarding U.S. issuers.  Issuers of securities in
foreign jurisdictions are generally not subject to the same degree of regulation
as are U.S.  issuers  with  respect to such  matters as  restrictions  on market
manipulation,  insider trading rules,  shareholder proxy requirements and timely
disclosure of information.

         CURRENCY  FLUCTUATIONS.  Because each  international  equity Fund under
normal  circumstances  will invest a substantial  portion of its total assets in
the securities of foreign issuers which are  denominated in foreign  currencies,
the strength or weakness of the U.S. dollar against such foreign currencies will
account for a significant part of a Fund's investment performance.  A decline in
the value of any  particular  currency  against  the U.S.  dollar  will  cause a
decline in the U.S.  dollar value of a Fund's  holdings of  securities  and cash
denominated in such currency and,  therefore,  will cause an overall  decline in
the Fund's net asset  value and any net  investment  income  and  capital  gains
derived from such  securities to be distributed in U.S.  dollars to shareholders
of the Fund. Moreover,  if the value of the foreign currencies in which the Fund
receives its income declines  relative to the U.S. dollar between the receipt of
the income and the making of Fund  distributions,  the Fund may be  required  to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. dollars to meet distribution requirements.

         The rate of exchange  between the U.S.  dollar and other  currencies is
determined by several  factors,  including the supply and demand for  particular
currencies,  central bank efforts to support particular currencies, the relative
movement of interest rates and pace of business  activity in the other countries
and the United States, and other economic and financial conditions affecting the
world economy.

         Although  each Fund values its assets  daily in terms of U.S.  dollars,
the Funds do not intend to convert  their  holdings of foreign  currencies  into
U.S.  dollars on a daily  basis.  Each Fund will do so,  from time to time,  and
investors should be aware of the costs of currency conversion.  Although foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the difference ("spread") between the prices at which they buy and sell
various  currencies.  Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate,  while  offering  a lesser  rate of  exchange  should the Fund
desire to sell that currency to the dealer.

         ADVERSE MARKET CHARACTERISTICS.  Securities of many foreign issuers may
be less liquid and their prices more volatile than securities of comparable U.S.
issuers.  In addition,  foreign  securities  markets and brokers  generally  are
subject  to less  governmental  supervision  and  regulation  than in the United
States,  and foreign  securities  exchange  transactions  usually are subject to
fixed  commissions,  which generally are higher than  negotiated  commissions on
U.S. transactions.  In addition, foreign securities exchange transactions may be
subject to  difficulties  associated  with the settlement of such  transactions.
Delays in settlement could result in temporary periods when assets of a Fund are
uninvested  and no return is earned  thereon.  The inability of the Fund to make
intended security  purchases due to settlement  problems could cause the Fund to
miss attractive  investment  opportunities.  Inability to dispose of a portfolio
security due to  settlement  problems  either could result in losses to the Fund
due to subsequent  declines in value of the  portfolio  security or, if the Fund
has  entered  into a contract  to sell the  security,  could  result in possible
liability to the  purchaser.  The Advisor will consider such  difficulties  when
determining the allocation of each Fund's assets,  although the Advisor does not
believe that such difficulties will have a material adverse effect on the Funds'
portfolio trading activities.

         The Funds  may use  foreign  custodians,  which  may  involve  risks in
addition  to those  related to the use of U.S.  custodians.  Such risks  include
uncertainties   relating  to:  (i)  determining  and  monitoring  the  financial
strength,  reputation and standing of the foreign  custodian;  (ii)  maintaining
appropriate  safeguards to protect the Funds'  investments,  and (iii) obtaining
and enforcing judgments against such custodians.

         WITHHOLDING  TAXES. A Fund's net investment income from foreign issuers
may be subject to non-U.S.  withholding  taxes by the foreign issuer's  country,
thereby  reducing  the Fund's net  investment  income or delaying the receipt of
income where those taxes may be recaptured.

          SPECIAL  CONSIDERATIONS  AFFECTING EMERGING MARKETS.  Investing in the
securities of issuers  domiciled in emerging  markets,  including the markets of
Latin America and certain Asian markets such as Taiwan,  Malaysia and Indonesia,
may entail  special  risks  relating to the  potential  political  and  economic
instability and the risks of expropriation, nationalization, confiscation or the
imposition of restrictions on foreign  investment,  convertibility of currencies
into U.S. dollars and on repatriation of capital invested.  In the event of such
expropriation,  nationalization  or other  confiscation  by any country,  a Fund
could lose its entire investment in any such country.

         Emerging securities markets are substantially  smaller, less developed,
less liquid and more volatile  than the major  securities  markets.  The limited
size of  emerging  securities  markets  and  limited  trading  volume in issuers
compared to the volume of trading in U.S.  securities  could cause  prices to be
erratic  for  reasons  apart  from  factors  that  affect  the  quality  of  the
securities.  For  example,  limited  market  size may cause  prices to be unduly
influenced  by traders  who  control  large  positions.  Adverse  publicity  and
investors'  perceptions,  whether  or not  based on  fundamental  analysis,  may
decrease the value and liquidity of portfolio  securities in these  markets.  In
addition,  securities traded in certain emerging markets may be subject to risks
due  to  the  inexperience  of  financial  intermediaries,   a  lack  of  modern
technology, the lack of a sufficient capital base to expand business operations,
and the possibility of permanent or temporary termination of trading.

         Settlement  mechanisms  in  emerging  securities  markets  may be  less
efficient  and less reliable than in more  developed  markets.  In such emerging
securities  markets  there  may be share  registration  and  delivery  delays or
failures.

         Most Latin American countries have experienced substantial, and in some
periods  extremely high, rates of inflation for many years.  Inflation and rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue  to have  negative  effects on the  economies  and  securities
markets of certain Latin American countries.

                             PORTFOLIO TRANSACTIONS

         The Advisory  Agreement between the Trust and the Advisor requires that
the Advisor,  in  executing  portfolio  transactions  and  selecting  brokers or
dealers,  seek the best overall  terms  available.  In assessing  the terms of a
transaction,  consideration  may be  given to  various  factors,  including  the
breadth of the market in the security,  the price of the security, the financial
condition  and  execution  capability  of the broker or dealer  (for a specified
transaction and on a continuing basis), the reasonableness of the commission, if
any, and the brokerage and research  services provided to the Trust and/or other
accounts  over  which the  Advisor  or an  affiliate  of the  Advisor  exercises
investment discretion.  Under the Advisory Agreement,  the Advisor is permitted,
in certain  circumstances,  to pay a higher  commission  than might otherwise be
obtained in order to acquire brokerage and research  services.  The Advisor must
determine in good faith, however, that such commission is reasonable in relation
to the value of the brokerage and research  services provided -- viewed in terms
of that  particular  transaction  or in terms  of all the  accounts  over  which
investment  discretion  is exercised.  In such case,  the Board of Trustees will
review  the  commissions  paid by each  Fund of the  Trust to  determine  if the
commissions paid over representative periods of time were reasonable in relation
to the benefits  obtained.  The advisory fee of the Advisor would not be reduced
by reason of its receipt of such brokerage and research services.  To the extent
that research services of value are provided by  broker/dealers  through or with
whom the Trust  places  portfolio  transactions  the  Advisor may be relieved of
expenses which it might otherwise bear.

         The Trust may,  in some  instances,  purchase  securities  that are not
listed on a national  securities  exchange  or quoted on NASDAQ,  but rather are
traded in the over-the-counter market. When the transactions are executed in the
over-the-counter market, it is intended generally to seek first to deal with the
primary market makers.  However,  the services of brokers will be utilized if it
is anticipated that the best overall terms can thereby be obtained. Purchases of
newly  issued  securities  usually are placed with those  dealers  from which it
appears that the best price or execution will be obtained.  Those dealers may be
acting as either agents or principals.

   
         The Funds purchase  portfolio  securities from  broker-dealers  in both
Principal and agency transactions. When a dealer sells a security on a Principal
basis  it is  compensated  by the  "markup"  it  includes  in the  price  of the
Security.  Listed  securities  are  generally  traded on an agency basis and the
broker receives a commission for acting as agent. The aggregate dollar amount of
brokerage  fees  paid by the  Funds  for the most  recent  fiscal  years  are as
follows:
                                          1998                       1997
ICON Basic Materials                      238,749                    224,797
ICON Capital Goods                         0                            0
ICON Consumer Cyclicals                   138,972                     20,267
ICON Consumer Staples                      0                            0
ICON Energy                                69,414                       0
ICON Financial Services                    50,068                     22,998
ICON Healthcare                           121,805                    211,695
ICON Leisure                               98,876                     88,637
ICON Technology                           105,308                     57,749
ICON Telecommunications & Utilities       121,874                     16,438
ICON Transportation                        14,011                     29,534
ICON Asia Region                          104,289                     92,427
ICON North Europe                         100,757                    104,419
ICON South Europe                         129,289                     40,549
ICON South Pacific                         0                            0
ICON Western Hemisphere                    0                            0
    


     Fiscal  year 1998 was the first  full  year of  operations  for most of the
funds. During fiscal 1997 the Funds commenced  operations - with the ICON Energy
Fund commencing  operations during fiscal 1998 In seeking its primary investment
objective of capital appreciation, a Fund may expect that it generally will hold
investments  for at least six months.  However,  if the Advisor  concludes  that
economic,  market or industry conditions warrant major adjustments in any Fund's
investment positions or if unusual market conditions or developments dictate the
taking of a temporary defensive position in short-term money market instruments,
changes may be made without  regard to the length of time an investment has been
held, or whether a sale results in profit or loss, or a purchase  results in the
reacquisition  of an  investment  which may have only  recently been sold by the
Fund.
                               PORTFOLIO TURNOVER

          The Advisor buys and sells  securities for the Funds to accomplish its
investment  objectives.  The Funds'  investment  policies  may lead to  frequent
changes in investments,  particularly in periods of rapidly fluctuating interest
rates. The Funds'  investments may also be traded to take advantage of perceived
short-term disparities in market values or yields among securities of comparable
quality  and  maturity.  A change in the  securities  held by a Fund is known as
"portfolio  turnover." It is anticipated  that portfolio  turnover for each fund
will be equal to or less than 100%.  However,  the Funds are to be used by other
investment   advisers  allocating  client  assets  between  various  sectors  or
countries. If said advisers move client assets in and out of a Fund, that Fund's
portfolio turnover rate could be significantly greater. Portfolio turnover rates
for prior fiscal periods are set forth in the "Financial  Highlights" portion of
the prospectus.

                             THE INVESTMENT ADVISOR

   
         The Trust retains Meridian  Investment  Management  Corporation,  12835
East Arapahoe  Road,  Tower II,  Englewood,  Colorado  80112 (the  "Advisor") to
manage  each  Fund's  investments.  Meridian  is a  wholly-owned  subsidiary  of
Meridian  Management & Research  Corporation  ("MM&R").  Michael J. Hart and Dr.
Craig  T.  Callahan  each  owned 50%  of MM&R.  Beginning  January 2, 1999,  Dr.
Callahan became the sole owner of MM&R.  He may be deemed to control the Advisor
due to his  ownership of MM&R shares and his position as an officer and director
of the Advisor.  The Advisor and Messrs. Hart and Callahan, without admitting or
denying any  wrongdoing, consented to the entry of a SEC order finding that some
of the Advisor's  advertising and related  recordkeeping during periods prior to
the creation of the  ICON Funds  violated  provisions of the Investment Advisers
Act of 1940. In the Matter of Meridian Investment Management Corporation,et al.,
Investment Advisers Act Relase No. 1779, December 28, 1998.
    

         Under the terms of the  Advisory  Agreement,  the  Advisor  manages the
Funds' investments subject to approval of the Board of Trustees. As compensation
for its  management  services,  a Fund is  obligated  to pay the  Advisor  a fee
computed  and accrued  daily and paid monthly at an annual rate of 1.00% for the
ICON U.S.  Equity  Funds of the  average  daily net  assets;  1.00% for the ICON
Foreign  Equity  Funds;  0.65% for the ICON Fixed Income  Fund.  The Advisor may
waive all or part of its fee, at any time, and at its sole discretion,  but such
action shall not obligate the Advisor to waive any fees in the future.  The Fund
is responsible  for the payment of all expenses  incurred in connection with the
organization and initial registration of shares of a Fund.

         The Advisor retains the right to use the name "ICON" in connection with
another investment  company or business  enterprise with which the Advisor is or
may become  associated.  The Trust's right to use the name "ICON"  automatically
ceases  ninety days after  termination  of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

          The Advisor may make payments to banks or other financial institutions
that provide  shareholder  services and  administer  shareholder  accounts.  The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate  regulatory  agencies,  management of a Fund believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Funds  believes  that  there  would be no  material  impact  on the Funds or its
shareholders.  Banks may charge their customers fees for offering these services
to the extent permitted by applicable  regulatory  authorities,  and the overall
return to those  shareholders  availing  themselves of the bank services will be
lower  than to those  shareholders  who do not.  The Fund may from  time to time
purchase  securities  issued by banks which provide such services;  however,  in
selecting  investments  for the  Funds,  no  preference  will be shown  for such
securities.

          The Board of  Trustees  (including  a majority  of the  "disinterested
Trustees") and shareholder approval was given for the Advisory Agreement and the
Investment  Sub-Advisory  Agreement through  to and  including  October 1998 and
December 1998, respectively.  The  Agreements provide that  they  will  continue
initially for two years, and from year to year thereafter,  with respect to each
Fund, as long as it is approved at least annually (i) by a vote of a majority of
the outstanding  voting  securities of such Fund (as defined in the 1940 Act) or
(ii) by the Board of  Trustees  of the Trust,  and/or by a vote of a majority of
the  Trustees  who are not  parties to the  Advisory  Agreement  or  "interested
persons"  of any party  thereto,  cast in person  at a  meeting  called  for the
purpose of voting on such approval.  At the date hereof,  the Advisory Agreement
has been continued for an additional year,  through October 1999. The Agreements
may be terminated on 60 days' written  notice by either party and will terminate
automatically if assigned.

                           TRUSTEES AND OFFICERS


     The names of the  Trustees  and  executive  officers of the Trust are shown

below.  Each Trustee who is an "interested  person" of the Trust,  as defined in
the Investment Company Act of 1940, is indicated by an asterisk.

NAME, AGE AND ADDRESS     POSITION     PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- - -----------------------  ------------ ---------------------------------------

   
CRAIG T. CALLAHAN *       President    President, Secretary  and  Treasurer of
Age:  48                  and Trustee  MM&R,  Chief Investment  Officer of the
52 Glenmoor Way                        Advisor,  and President of Meridian
Englewood, CO  80110                   Clearing Corp.
    

R. MICHAEL SENTEL         Trustee      Attorney for U.S. Department of Education
Age:  50                               since  October  1996;  owner of  Sentel &
15663 Wedge Way                        Company,  P.C.  1994 to present;  Counsel
Morrison, CO  80465                    (Section Chief) of Professional Liability
                                       Section  of  FDIC's  Litigation  Division
                                       from 1991 to 1994.

JAMES W. HIRE             Trustee      Principal  of  Hire  &  Associates  since
Age:  50                               1988.
1383 Solitude Lane
Evergreen, CO  80439

   
Glen F. Bergert           Trustee      President, Venture Capital Management LLC
Age:  48                               since 1997; Partner,KPMG Peat Marwick,LLP
1010 Brentwater Road                   from 1979 to 1997.
Camp Hill, PA 17011             

ERIK L. JONSON, CPA      Vice          Chief Financial Officer of MM&R since
Age:  49                 President     1996; Vice President and Chief Financial
9465 West Geddes Place   and Chief     Officer of the Trust from October 1996 to
Littleton, CO  80112     Accounting    May 1998, owner of Erik L. Jonson, CPA
                         Officer and   from 1986 to 1996.
                         Chief Financial
                         Officer

Deborah Zele Urtz        Chief         Chief  Compliance  Officer  of  Advisor,
Age: 34                  Compliance    Financial  and  Operations  Principal  of
4340 S. Delaware         Officer       Meridian    Clearing   Corp,   14   years
Englewood, CO  80110                   experience  in  securities  industry  in
                                       operations and compliance.

Robin B. Shipman                 Vice      General Counsel to the Advisor since 
Age: 42                  President         December 1, 1998;  Senior Enforcement
5740 W. Asbury Place     and              Attorney, U.S. Securities and Exchange
Lakewood, CO 80227       Secretary         Commission from December 1988 through
                                           November 1998.
    

         The  compensation  paid to the  Trustees of the Trust during the fiscal
year ended September 30, 1998, is set forth in the following table:

<TABLE>
<CAPTION>

                                               Pension or            Estimated       Total Compensation
                            Aggregate          Retirement         Annual Benefits      from Trust (the
                       Compensation from     Accrued As Part           Upon           Trust is not in a
    Name                    Trust(1)        of Fund Expenses        Retirement         Fund Complex)(1)
- - - -----------------   -----------------    ----------------     ---------------    ------------------
<S>                     <C>                  <C>                 <C>                  <C>
Craig T. Callahan           0                    0                   0                    0
R. Michael Sentel         $8,000                 0                   0                 $8,000
James W. Hire             $8,000                 0                   0                 $8,000
                         =======              =======             =======              =======
TOTAL                    $16,000                 0                   0                 $16,000


(1) Trustee fees are Trust expenses and each fund of the Trust pays a portion of
the Trustee fees.

</TABLE>



            DETERMINATION OF SHARE PRICE DETERMINATION OF SHARE PRICE

     The price (net asset  value) of the  shares of a Fund is  determined  as of
4:00 p.m.,  Eastern  time on each day the Funds are open for business and on any
other day on which  there is  sufficient  trading  in the Funds'  securities  to
materially affect the net asset value. In the event markets close early (such as
on the eve of a  holiday),  net asset value per share will be  determined  as of
such  earlier  time.  The  Funds  are open for  business  on  every  day  except
Saturdays,  Sundays and the following  holidays:  New Year's Day,  Martin Luther
King Jr. Day,  President's  Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day, Thanksgiving and Christmas.  For a description of the methods used to
determine the net asset value (share price),  see "Share Price  Calculation"  in
the Prospectus.

                         CALCULATION OF PERFORMANCE DATA

TOTAL RETURN

          A Fund may  advertise  performance  in terms of average  annual  total
return for 1, 5 and 10 year periods,  or for such lesser periods as the Fund has
been in  existence.  Average  annual  total  return is  computed  by finding the
average annual compounded rates of return over the periods that would equate the
initial  amount  invested  to  the  ending  redeemable  value  according  to the
following formula:

                                         n
                                   P(1+T) =ERV

                  Where:   P    =  a hypothetical $1,000 initial investment
                           T    =  average annual total return
                           n    =  number of years
                           ERV  =  ending  redeemable  value  at the  end of the
                                   applicable period of the hypothetical  $1,000
                                   investment  made  at  the  beginning  of  the
                                   applicable period.

         The  calculation  assumes  all charges  are  deducted  from the initial
$1,000  payment and  assumes all  dividends  and  distributions  by the Fund are
reinvested  at the price  stated in the  prospectus  on the  reinvestment  dates
during the  period,  and  includes  all  recurring  fees that are charged to all
shareholder accounts. <TABLE>

     Pursuant  to Item 22 of Form N-1A the  Trust is  providing  average  annual
Total Returns for the active funds for the year ended  September  30, 1998.  The
ICON Energy Fund  commenced  operations  on november 5, 1997 and the  annualized
numbers are based on a period of less than one year and should not be  construed
to mean the fund's actual annual results will be the same. <S> <C> <C> <C>

   
     Fund                                             Average annual
                                                      total return
ICON Basic Materials Fund                                  (37.45%)
ICON Consumer Cyclicals Fund                               (28.26%)
ICON Energy Fund                                           (36.50%)
ICON Financial Services Fund                               (10.46%)
ICON Healthcare Fund                                         3.77%
ICON Leisure Fund                                            4.18%
ICON Technology Fund                                       (26.17%)
ICON Telecommunication & Utilities                          33.88%
ICON Transportation Fund                                   (22.08%)
ICON Asia Region Fund                                      (38.73%)
ICON North Europe Region Fund                               7.00%
ICON South Europe Region Fund                               6.11%
ICON Short-Term Fixed Income Fund                           6.55%
    


</TABLE>

     A Fund's investment performance will vary depending upon market conditions,
the  composition  of the Fund's  portfolio and  operating  expenses of the Fund.
These factors and possible  differences  in the methods and time periods used in
calculating  non-standardized  investment  performance should be considered when
comparing  the Fund's  performance  to those of other  investment  companies  or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance that any performance will continue.

YIELD

         A Fund  may also  advertise  performance  in  terms  of a 30 day  yield
quotation. The 30 day yield quotation is computed by dividing the net investment
income per share  earned  during the period by the  maximum  offering  price per
share on the last day of the period according to the following formula:

                                                 6
                          YIELD = 2 [ (A - B + 1)  - 1]
                                       -----
                                         CD

       Where:   A  =  dividends and interest earned during the period
                B  =  expenses accrued for the period (net of reimbursement)
                C  =  the average daily number of shares  outstanding during the
                      period that were entitled to receive dividends
                D  =  the  maximum  offering  price per share on the last day of
                      the period

NONSTANDARDIZED TOTAL RETURN

         A Fund may provide the above  described  standard  total return results
for a period which ends as of not earlier than the most recent calendar  quarter
end and which begins either twelve months before or at the time of  commencement
of the Fund's  operations.  In  addition,  the Fund may provide  nonstandardized
total  return  results for  differing  periods,  such as for the most recent six
months.  Such  nonstandardized  total return is computed as otherwise  described
under "Total Return" except that no annualization is made.

                                   TAX STATUS

TAXATION OF THE FUNDS -- IN GENERAL

         As  stated  in its  prospectus,  each  Fund  intends  to  qualify  as a
"regulated  investment  company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code").  Accordingly, each Fund will not be liable for
federal income taxes on its taxable net  investment  income and capital gain net
income that are distributed to shareholders,  provided that the Fund distributes
at least 90% of its net investment  income and net  short-term  capital gain for
the taxable year.

   
     To qualify as a regulated  investment company,  each Fund must, among other
things,  (a) derive in each  taxable  year at least 90% of its gross income from
dividends,  interest,  payments with respect to securities loans, gains from the
sale or other disposition of stock,  securities or foreign currencies,  or other
income  derived  with  respect  to its  business  of  investing  in such  stock,
securities or currencies  (the "90% test"); (b) satisfy certain  diversification
requirements  at the  close  of each quarter of the Fund's taxable year.

         The  Code  imposes  a  non-deductible  4%  excise  tax  on a  regulated
investment  company that fails to distribute during each calendar year an amount
equal to the sum of (1) at least 98% of its  ordinary  income  for the  calendar
year, (2) at least 98% of  its  capital  gains net income for  the  twelve-month
period ending on October 31 and (3) any portion(not taxable
to the Fund)of the respective balance from the preceding calendar year.The Funds
intend to make such  distributions  as are necessary to avoid imposition of this
excise tax.
    

TAXATION OF THE FUNDS' INVESTMENTS

   
         The  Fund's  ability  to make  certain  investments  may be  limited by
provisions  of the Code that require  inclusion of certain  unrealized  gains or
losses in the Fund's  income for purposes of the 90% test,  and the
distribution  requirements  of the  Code,  and by  provisions  of the Code  that
characterize  certain  income or loss as  ordinary  income or loss  rather  than
capital  gain  or  loss.  Such  recognition,  characterization  and  time  rules
generally apply to investments in certain forward  currency  contracts,  foreign
currencies and debt securities denominated in foreign currencies.
    

TAXATION OF THE SHAREHOLDER

         Taxable  distributions  generally are included in a shareholder's gross
income for the  taxable  year in which  they are  received.  However,  dividends
declared in October,  November or December and made payable to  shareholders  of
record in such a month will be deemed to have been received on December 31, if a
Fund pays the  dividends  during the  following  January.  To the extent  that a
Fund's net investment income does not arise from dividends on domestic common or
preferred stock, the Funds' distributions will not qualify for the 70% corporate
dividends-received deduction.

          Distributions  by a Fund will result in a reduction in the fair market
value of the Fund's shares.  Should a distribution  reduce the fair market value
below a  shareholder's  cost  basis,  such  distribution  nevertheless  would be
taxable to the  shareholder as ordinary  income or long-term  capital gain, even
though,  from an investment  standpoint,  it may  constitute a partial return of
capital.  In  particular,  investors  should  be  careful  to  consider  the tax
implications of buying shares of a Fund just prior to a distribution.  The price
of such shares  purchased at that time  includes  the amount of any  forthcoming
distribution.  Those  investors  purchasing  the Fund's  shares  just prior to a
distribution  may receive a return of investment  upon  distribution  which will
nevertheless be taxable to them.

         A  shareholder  of a Fund should be aware that a  redemption  of shares
(including  any  exchange  into  another  Portfolio)  is a  taxable  event  and,
accordingly,  a capital gain or loss may be  recognized.  If a shareholder  of a
Fund receives a distribution  taxable as long-term  capital gain with respect to
shares of the Fund and redeems or exchanges  shares  before he has held them for
more than six months,  any loss on the  redemption  or exchange  (not  otherwise
disallowed as  attributable to an  exempt-interest  dividend) will be treated as
long-term capital loss to the extent of the long term capital gain recognized.


                            OTHER TAX CONSIDERATIONS

         Distributions to shareholders may be subject to additional state, local
and non-U.S.  taxes,  depending on each shareholder's  particular tax situation.
Shareholders  subject to tax in certain  states may be exempt from state  income
tax on distributions made by a Fund to the extent such distributions are derived
from  interest  on  direct   obligations   of  the  United  States   Government.
Shareholders  are advised to consult  their own tax advisers with respect to the
particular tax consequences to them of an investment in shares of a Fund.

   
                             ADMINISTRATIVE SERVICES

     AmeriPrime Financial Services,  Inc. and the Advisor  ("Co-Administrators")
provide  day-to-day  administrative  services to the Trust.  As described in the
Funds'  Prospectus,  the  Co-Administrators  will  provide the Trust with office
space,  facilities and simple business equipment,  and will generally administer
the Trust's  business affairs and provide the services of executive and clerical
personnel for  administering  the affairs of the Trust.  It will  compensate all
personnel,  officers and Trustees of the Trust if such persons are  employees of
the Administrator or its affiliates.
    
                                    CUSTODIAN



         Firstar Trust Company, Post Office Box 701, Milwaukee, Wisconsin 53201,
is  Custodian  of the  Funds'  investments.  The  Custodian  acts as the  Funds'
depository,  safekeeps its portfolio  securities,  collects all income and other
payments  with  respect  thereto,  disburses  funds at the  Funds'  request  and
maintains records in connection with its duties.

                                 TRANSFER AGENT

         Firstar Trust Company, Post Office Box 701, Milwaukee, Wisconsin 53201,
acts as the Funds'  transfer agent and, in such capacity,  maintains the records
of each shareholder's account,  answers shareholders' inquiries concerning their
accounts,  processes  purchases and  redemptions of the Funds'  shares,  acts as
dividend and  distribution  disbursing  agent and performs other  accounting and
shareholder service functions.

                       INDEPENDENT ACCOUNTANTS AND COUNSEL

   
         PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado 80202,  has been selected as independent  accountants for the Trust for
the fiscal year ending  September 30, 1999.  Charles W. Lutter,  Jr., 103 Canyon
Oaks, San Antonio, Texas 78232, is legal counsel to the Trust.
    

                                   DISTRIBUTOR

         Meridian  Clearing  Corporation,  12835 East Arapahoe  Road,  Tower II,
Englewood,  Colorado 80112, an affiliate of the Advisor, is the exclusive agent
for  distribution  of shares of the Funds.  The Distributor is obligated to sell
the shares of the Funds on a best efforts basis only against purchase orders for
the shares. Shares of the Funds are offered on a continuous basis.


         The  Distributor  is authorized to designate  other  intermediaries  to
accept purchase and redemption  orders on the Trust's behalf.  The Trust will be
deemed to have received an order when an authorized broker or, if appropriate, a
broker's authorized designee, accepts the order and transmits it to the Trust in
a timely manner.  Said orders will be priced at the applicable  funds' net asset
value per share next computed after they are accepted by authorized broker or it
authorized designee.
                              FINANCIAL STATEMENTS

The financial  statements  for the fiscal period ended  September 30, 1998,  are
hereby  incorporated by reference from the Annual Report to Shareholders of that
date which has been  delivered  with this  Statement of Additional  Information,
unless  previously  provided.  In that  case,  the Trust will  promptly  provide
another copy, free of charge, upon request to:

                    Meridian Investment Management Corporation
                    1283 East Arapahoe Road, Tower II,
                    Englewood, Colorado  80112

                              or

                    call 1-888-389-ICON

At September  30, 1998,  the following  funds had not yet commenced  operations:
ICON Capital Goods Fund,  ICON Consumer  Staples Fund, ICON South Pacific Region
Fund, and ICON Western Hemisphere Fund.


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