BJURMAN FUNDS, 497, 1998-08-03

BJURMAN FUNDS
497, 1998-08-03

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BJURMAN MICRO-CAP GROWTH FUND
10100 SANTA MONICA BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90067-4103

PROSPECTUS July 29, 1998
- -------------------------------------------------------------------------------

Bjurman Micro-Cap Growth Fund (the "Fund") seeks capital appreciation
through investments in the common stocks of smaller companies with market cap-
italizations typically between $30 million and $300 million at the time of in-
vestment. The Adviser's unique equity selection process seeks to identify un-
dervalued companies. See the "Investment Process" section of this Prospectus.

The Fund is a separate series of shares of The Bjurman Funds (the "Trust"),
an open-end, management investment company commonly known as a mutual fund.
George D. Bjurman & Associates (the "Adviser") serves as the investment ad-
viser to the Fund.

The Fund is designed for long-term investors and not as a trading vehicle,
and is not intended to provide investors with a complete investment program.
Because the Fund invests in a limited number of smaller companies, the net as-
set value or share price of the Fund may be more volatile than that of other
common stock funds.

This Prospectus sets forth concisely the information regarding the Fund that
an investor should know before investing in the Fund. Please read this Pro-
spectus carefully and retain it for future reference. A Statement of Addi-
tional Information dated July 29, 1998, provides a further discussion of cer-
tain areas in this Prospectus which may be of interest to some investors. It
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. To receive a free copy call (800) 227-7264. The Statement
of Additional Information, material incorporated by reference into this Pro-
spectus and other information regarding the Fund are maintained electronically
with the Securities and Exchange Commission at its Internet Web site
(http://www.sec.gov).

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.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 3
Expense Summary............................................................ 4
Financial Highlights....................................................... 5
Investment Objective....................................................... 5
Investment Policies and Strategies......................................... 5
Investment Selection Process............................................... 6
Risk Factors............................................................... 7
Management of the Fund..................................................... 8
The Distribution Plan...................................................... 10
How to Purchase Shares..................................................... 10
How to Redeem Shares....................................................... 11
Shareholder Services....................................................... 13
Net Asset Value............................................................ 14
Dividends and Taxes........................................................ 14
Performance Information.................................................... 15
General Information........................................................ 16
</TABLE>

Underwriter: Adviser:

FPS Broker Services, Inc. George D. Bjurman & Associates
3200 Horizon Drive 10100 Santa Monica Boulevard
P.O. Box 61503 Suite 1200
King of Prussia, PA 19406-0903 Los Angeles, CA 90067-4103
(800) 227-7264 (310) 553-6577
(610) 239-4700

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED IN
ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE
FUND TO MAKE SUCH AN OFFER OR SOLICITATION. NO SALES REPRESENTATIVE,
DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS.

2
<PAGE>

PROSPECTUS SUMMARY

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks to achieve capital appreciation through investments in common
stocks of smaller companies with market capitalizations typically between $30
million and $300 million at the time of investment. There can be no assurance
that the Fund will be able to achieve its investment objective. See "Invest-
ment Objective."

WHAT IS THE FUND'S STRATEGY?

The Fund intends to invest, under normal market conditions, substantially
all of its assets in the equity securities of U.S. companies whose total mar-
ket capitalization at the time of purchase typically is between $30 million
and $300 million and that, in the opinion of the Adviser, have superior earn-
ings growth characteristics. See "Investment Objective."

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUND?

The investment policies of the Fund have certain risks and considerations of
which investors should be aware. The Fund invests in securities that will
fluctuate in value, and therefore investors should expect the Fund's net asset
value per share to fluctuate. Investing in the common stock of smaller compa-
nies within the Fund's target market capitalization involves special risks and
considerations not typically associated with investing in the common stock of
larger companies. The securities of smaller companies are less liquid and may
experience more market price volatility than the securities of larger compa-
nies, and are typically subject to a greater degree of change in earnings and
business prospects than larger, more established companies. The Fund is a di-
versified mutual fund. However, because the Fund's portfolio may contain com-
mon stock of a limited number of companies, the Fund may be more sensitive to
changes in the market value of a single issue or industry in its portfolio and
therefore may present a greater risk than is usually associated with a more
widely diversified mutual fund. See "Investment Policies and Strategies" and
"Risk Factors."

WHO IS THE INVESTMENT ADVISER?

George D. Bjurman & Associates serves as the investment adviser to the Fund.
See "Expense Summary" and "Management of the Fund."

WHO IS THE ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTING AGENT?

First Data Investor Services Group, Inc. serves as the administrator, trans-
fer agent, and fund accounting agent for the Fund. See "Management of the
Fund."

WHO IS THE UNDERWRITER?

FPS Broker Services, Inc. serves as the underwriter of the Fund's shares.
See "Management of the Fund."

IS THERE A SALES LOAD?

Purchases of shares of the Fund are not subject to a sales charge, but are
subject to annual 12b-1 Plan expenses. See "The Distribution Plan" and "How to
Purchase Shares."

IS THERE A MINIMUM INVESTMENT?

The minimum initial investment is $5,000 ($2,000 for IRA and SEP accounts)
and $500 for subsequent investments.

HOW DO I PURCHASE SHARES?

Contact your broker or First Data Investor Services Group, Inc. Shares of
the Fund are offered at the net asset value per share and are subject to an-
nual 12b-1 Plan expenses not to exceed 0.25%. See "How to Purchase Shares."

HOW DO I SELL BACK MY SHARES?

Shares of the Fund may be redeemed at the current net asset value per share
determined after receipt by First Data Investor Services Group, Inc. of a re-
demption request in proper form. Signature guarantees may be required for cer-
tain redemption requests. See "How to Redeem Shares."

3
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HOW ARE DISTRIBUTIONS PAID?

Although the Fund seeks to achieve capital appreciation, some incidental in-
vestment income may be generated in the form of dividends or interest. Sub-
stantially all of the net investment income (exclusive of capital gains) of
the Fund will be distributed in the form of annual dividends. If any capital
gains are realized, substantially all of them will be distributed by the Fund
at least annually. All dividends and distributions are paid in additional
shares unless payment in cash is requested in writing. See "Dividends and Tax-
es."

EXPENSE SUMMARY

<TABLE>
<S> <C>
Shareholder Transaction Expenses:
Maximum sales charge imposed on purchases (as a percentage of offering
price).................................................................. None
Maximum sales charge imposed on reinvested dividends (as a percentage of
offering price)......................................................... None
Deferred sales charge (as a percentage of original purchase price)....... None
Redemption fees (as a percentage of amount redeemed) (1)................. None
</TABLE>

- ----------

(1) If you want to redeem shares by wire transfer, the Fund's transfer agent
charges a fee (currently $9.00) for each wire redemption. Purchases and
redemptions may also be made through broker-dealers and others who may
charge a commission or other transaction fee for their services.

<TABLE>
<S> <C>
Annual Fund Operating Expenses:
(as a percentage of average net assets)
Advisory Fees (after fee waivers)(2)...................................... 0.00%
12b-1 Fees................................................................ 0.25%
Other Expenses............................................................ 1.55%
----
Total Fund Operating Expenses (after fee waivers)(2)..................... 1.80%
====
</TABLE>

(2) The Adviser has, on a voluntary basis, agreed to waive all or a portion of
its fees and to reimburse certain expenses of the Fund necessary to limit
the total operating expenses to 1.80% of the Fund's average net assets.
The Adviser reserves the right to terminate this waiver or any reimburse-
ment at any time in the Adviser's sole discretion. Absent such waivers,
advisory fees for the Fund would have been 1.00% and total operating ex-
penses would have been 13.35% of the Fund's average daily net assets on an
annualized basis. The Adviser has been engaged in the investment advisory
business and providing investment advice to individuals, trusts and re-
tirement plans since 1970.

EXAMPLE

Based on the level of expenses listed above, a 5% annual return and redemp-
tion at the end of each time period, the total expenses relating to an invest-
ment of $1,000 would be as follows (as noted above, the Fund does not charge
any redemption fees):

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$18 $57 $97 $212
</TABLE>

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The
purpose of the Expense Summary and Example is to assist the investor in under-
standing the various costs and expenses that may be directly or indirectly
borne by shareholders of the Fund. Additional information may be found under
"Management of the Fund" and "How to Purchase Shares."

Long-term holders of the Fund may eventually pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by the
Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD").

4
<PAGE>

FINANCIAL HIGHLIGHTS

The figures below have been audited by the Fund's independent auditors,
Deloitte & Touche, LLP.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
MARCH 31, 1998
------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................ $ 12.00(1)
-------
Income from investment operations:
Net investment loss..................................... (0.10)
Net realized and unrealized gain on investments......... 8.52
-------
Total from investment operations...................... 8.42
-------
NET ASSET VALUE, END OF PERIOD.............................. $ 20.42
=======
TOTAL RETURN................................................ 70.17%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s)....................... $ 6,507
Ratio of expenses to average net assets:
Before expense reimbursement............................ 13.35%
After expense reimbursement............................. 1.80%
Ratio of net investment income (loss) to average net as-
sets:
Before expense reimbursement............................ (12.96%)
After expense reimbursement............................. (1.41%)
Portfolio turnover rate................................... 110.39%
Average commission rate paid.............................. $0.0395
</TABLE>
- --------
(1) Commencement of operations was 3/31/97.

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation through investments in common stocks of
companies with market capitalizations typically between $30 million and $300
million at the time of investment. The Adviser employs a growth-oriented ap-
proach to equity investment management and seeks to outperform market averages
over a complete market cycle by investing in companies that the Adviser be-
lieves have above average earnings prospects.

This objective is fundamental and may not be changed without a vote of the
holders of the majority of the outstanding voting securities of the Fund. The
Fund's investment policies and strategies described below are not fundamental
and may be changed without shareholder approval. Additional investment poli-
cies and the Fund's investment restrictions are described in the Fund's State-
ment of Additional Information.

The Adviser believes that a micro-cap fund is best managed when the fund
size is limited; consequently, the Adviser currently intends to close the Fund
to new investors when total assets reach $250 million. The Adviser, at its
sole discretion, may reopen and close the Fund after total assets reach $250
million.

INVESTMENT POLICIES AND STRATEGIES

The Fund intends to invest, under normal circumstances, substantially all of
its assets in the equity securities of U.S. companies whose total market capi-
talization at the time of purchase typically is between $30 million and $300
million and which, in the opinion of the Adviser, have superior earnings
growth characteristics.

The Adviser may invest in or employ one or more of the following investment
techniques:

5
<PAGE>

Equity Securities: Under normal market conditions, the Fund will invest at
least 80%, of its total assets in equity securities. Equity securities in
which the Fund may invest include common stocks, preferred stocks, warrants
for the purchase of common stock, debt securities convertible into or ex-
changeable for common or preferred stock and sponsored or unsponsored American
Depository Receipts ("ADRs"). A warrant is a security that gives the holder
the right, but not the obligation, to subscribe for newly created securities
of the issuer or a related company at a fixed price either at a certain date
or during a set period. ADRs are dollar-denominated securities which are
listed and traded in the United States, but which represent the right to re-
ceive securities of foreign issuers deposited in a domestic or correspondent
bank.

Liquidity Management: The Fund may also invest without limitation in short-
term U.S. government obligations, money market instruments, and repurchase
agreements, pending investment, to meet anticipated redemption requests, or as
a temporary defense measure if the Adviser determines that market conditions
warrant. The Fund may also purchase bank obligations such as certificates of
deposit, bankers' acceptances, and interest-bearing savings and time deposits
issued by U.S. banks or savings institutions having total assets at the time
of purchase in excess of $1 billion. Short-term obligations will have short-
term debt ratings at the time of purchase in the top two categories by one or
more unaffiliated nationally recognized statistical rating organizations
("NRSROs"). Unrated instruments purchased by the Fund will be of comparable
quality as determined by the Adviser.

Borrowing: The Fund may borrow as a temporary measure for extraordinary pur-
poses or to facilitate redemptions. The Fund intends to limit such borrowings
to no more than 5% of its net assets.

INVESTMENT SELECTION PROCESS

The Adviser's unique equity selection process seeks to identify undervalued
companies with superior earnings growth characteristics. The selection process
starts by screening a universe of approximately 1,900 companies with market
capitalizations typically ranging from $30 million up to $300 million ("Micro-
Cap Companies"), using five models which emphasize both growth and value at-
tributes. The screening factors include (1) earnings growth, (2) earnings
strength, (3) earnings revision, (4) price/earnings to growth ratio and (5)
price to cash flow. The next step involves a top-down economic analysis de-
signed to identify what the Adviser believes are the 10 to 15 most promising
industries over the next 12 to 18 months.

Stocks are ranked according to the above five criteria to identify approxi-
mately 100 to 190 Micro-Cap Companies offering the best growth prospects and
selling at attractive prices. The highest ranking stocks in the most promising
industries are then subjected to additional fundamental and technical re-
search. Generally, the Adviser attempts to identify profitable Micro-Cap Com-
panies with capable management teams, above average reinvestment rates, strong
industry positions, and productive research and development efforts. To ensure
a well diversified portfolio, commitments to any one issue or industry are
generally limited to 5% and 15%, respectively.

The Adviser may also buy initial public offerings of unseasoned issuers if
the Adviser has determined that the company's quantitative analysis fits the
above screening criteria. See "Risk Factors" for a discussion of unseasoned
issuers.

The Adviser's Investment Policy Committee reviews investment alternatives
and implements portfolio changes as attractive investment opportunities become
available. The closing prices of portfolio issues are reviewed daily. Any po-
sition that has declined 15% from its cost or from its recent high is re-exam-
ined as a potential sale candidate.

Additionally, securities of Micro-Cap Companies which in the Adviser's opin-
ion have moved into an overvalued range, or have lost earnings momentum, or
are in industries no longer expected to perform well, are continually evalu-
ated for sale.

The Adviser expects that the Fund's portfolio generally will be fully in-
vested in common stocks of Micro-Cap Companies at all times, with only minimal
holdings in short-term investments.

6
<PAGE>

RISK FACTORS

GENERAL

Every investment carries some market risk. In addition to the risks de-
scribed below, an investment in the Fund is subject to the inherent risk that
the market prices of the Fund's investments will not correlate to the Advis-
er's estimation of fundamental security values or market trends. Accordingly,
the value of an investment in the Fund will fluctuate over time. An investment
in the Fund should be part of an overall investment strategy. Before invest-
ing, please consider the following special risks in determining the appropri-
ateness of an investment in the Fund. No assurance can be given as to the suc-
cess of the Adviser's investment strategy.

MICRO-CAP COMPANIES

The Fund invests in Micro-Cap Companies, which are typically relatively new
or unseasoned companies in their early stages of development, or smaller com-
panies positioned in new or emerging industries where the Adviser believes
that the opportunity for rapid growth is above average. It should be noted,
however, that Micro-Cap Companies may not be well-known to the investing pub-
lic, may not have significant institutional ownership and may have cyclical,
static or only moderate growth prospects. Micro-Cap Companies may present
greater opportunities for capital appreciation but also may involve greater
risk than larger, mature issuers. Since Micro Cap Companies are generally not
as well-known to investors and have less investor following than larger compa-
nies, they may provide opportunities for greater gains as a result of ineffi-
ciencies in the marketplace. Micro-Cap Companies may have relatively small
revenues and limited product lines, markets, or financial resources, and their
securities may trade less frequently and in more limited volume, than those of
larger, more mature companies. Therefore, purchases and sales of such securi-
ties may have a greater impact on their market prices than is generally the
case with the securities of larger companies. In addition, the securities of
Micro-Cap Companies are frequently traded over-the-counter or on a regional
exchange, and the frequency and volume of their trading is generally substan-
tially less than is typical of larger companies. When making larger sales, the
Fund may have to sell securities at discounts from quoted prices or may have
to make a series of small sales over an extended period of time. Micro-Cap
Companies may lack depth of management and may be unable to internally gener-
ate funds necessary for growth or potential development or to generate such
funds through external financing on favorable terms. In addition, Micro-Cap
Companies may be developing or marketing new products or services for which
markets are not yet established and may never become established. As a result,
the prices of their securities may fluctuate more than those of larger is-
suers. Micro-Cap Companies' stocks may exhibit volatile characteristics and
may decline in price as large company stocks rise, or rise in price as large
company stocks decline. An investment in shares of the Fund may be more vola-
tile than the shares of a fund that invests in larger capitalization stocks.
By maintaining a diversified portfolio, the Adviser will attempt to reduce
this volatility. The Fund is, however, designed for long-term investors who
seek capital appreciation and are comfortable with the risks described here.

Foreign Securities: As noted in the "Investment Policies and Strategies"
section of this Prospectus, the Fund may invest in securities of foreign is-
suers through sponsored and unsponsored ADRs. ADRs are receipts which evidence
ownership of underlying securities issued by a foreign corporation.
Unsponsored ADRs differ from sponsored ADRs in that the establishment of
unsponsored ADRs is not approved by the issuer of the underlying securities.
As a result, available information concerning the issuer may not be as current
or reliable as the information for sponsored ADRs, and the price of
unsponsored ADRs may be more volatile.

Investments in foreign securities involve special risks, costs and opportu-
nities which are in addition to those inherent in domestic investments. Polit-
ical, economic or social instability of the issuer or the country of issue,
the possibility of expropriation or confiscatory taxation, limitations on the
removal of assets or diplomatic developments, and the possibility of adverse
changes in investment or exchange control regulations are among the inherent
risks. Securities of some foreign companies are less liquid, more volatile and
more difficult to value than securities of comparable U.S. companies. Foreign
companies are not subject to the regulatory requirements of U.S. companies
and, as such, there may be less publicly available information about such com-
panies. Moreover, foreign companies are not subject to uniform accounting, au-
diting and financial reporting standards and requirements comparable to those
applicable to U.S. companies. Currency fluctuations may affect the net asset
value of the Fund by affecting the performance of the ADRs' underlying invest-
ments in foreign issuers. Dividends and interest payable on a Fund's foreign
portfolio securities may be subject to foreign withholding taxes. To the ex-
tent such taxes are not offset by credits or deductions allowed to investors
under U.S. federal income tax law, such taxes may reduce the net return to
shareholders. Because of these and other factors, the value of ADRs acquired
by the Fund may be subject to greater fluctuation than the value of securities
of domestic companies.

7
<PAGE>

Diversification: Diversifying a mutual fund's portfolio can reduce the in-
herent risks of investing by limiting the portion of your investment in any
one issuer or industry. Less diversified mutual funds may be more sensitive to
changes in the market value of a single issuer or industry. The Fund may pres-
ent greater risk than is usually associated with widely diversified mutual
funds because it typically invests in the securities of as few as 50-60 is-
suers. Therefore, the Fund may not be appropriate as your sole investment.

The Fund should not be considered suitable for investors who are unable or
unwilling to assume the risks of loss inherent in such an investment, nor
should investment in the Fund be considered a balanced or complete investment
program. The Fund cannot guarantee it will achieve its objective.

MANAGEMENT OF THE FUND

THE BOARD OF TRUSTEES

The Trust has a Board of Trustees that establishes the Fund's policies and
supervises and reviews the management of the Fund. The day-to-day operations
of the Fund are administered by the officers of the Trust and by the Adviser
pursuant to the terms of the Investment Advisory Agreement with the Fund. The
Trustees review, among other things, the various services provided by the Ad-
viser to ensure that the Fund's general investment policies and programs are
followed and that administrative services are provided to the Fund in a satis-
factory manner. Information pertaining to the Trustees and executive officers
is set forth in the Statement of Additional Information.

THE INVESTMENT ADVISER

George D. Bjurman & Associates serves as the Fund's investment adviser and
is an investment adviser registered as such under the Investment Advisers Act
of 1940, as amended (the "Adviser's Act"). The Adviser has been engaged in the
investment management business since 1970, and provides investment advisory
services to individuals and institutional clients. In addition, the Adviser
has acted as sub-adviser to two mutual funds: Voyageur Aggressive Growth Stock
Fund from May 1994 until April 1995 and Mitchell Hutchins/KP Small Cap Equity
Fund from November 1994 until April 1996. As of June 30, 1998, the Adviser
managed approximately $1.5 billion in assets. The principal business address
of the Adviser is 10100 Santa Monica Boulevard, Suite 1200, Los Angeles, Cali-
fornia 90067-4103.

The Adviser makes the investment decisions concerning the assets of the Fund
and reviews, supervises and administers the Fund's investments, subject to the
supervision of, and policies established by, the Trustees of the Fund.

For providing investment advisory services, the Fund pays the Adviser a
monthly fee which is calculated daily by applying an annual rate of 1.00% to
the average daily net assets of the Fund. From time to time, the Adviser may
voluntarily waive all or a portion of its management fee and/or absorb certain
expenses of the Fund without further notification of the commencement or ter-
mination of any such waiver or absorption. Any such waiver or absorption will
have the effect of lowering the overall expense ratio of the Fund and increas-
ing the Fund's overall return to investors at the time any such amounts are
waived and/or absorbed. Currently, the Adviser has voluntarily agreed to waive
all or a portion of its fee, and/or to reimburse expenses of the Fund, to the
extent necessary in order to limit net operating expenses (including the in-
vestment advisory fee) to an annual rate of not more than 1.80% of the Fund's
average daily net assets. The Adviser reserves the right to terminate its vol-
untary fee waiver and reimbursement at any time in its sole discretion. Any
reductions in its fee that are made by the Adviser are subject to reimburse-
ment by the Fund within the following three years, provided that the Fund is
able to effect such reimbursement and remain in compliance with applicable ex-
pense limitations. Any potential management fee reimbursement will be dis-
closed in the footnotes to the Fund's financial statements. The Adviser gener-
ally seeks reimbursement for the oldest reductions and waivers before payment
by the Fund for fees and expenses for the current year. At such time as it ap-
pears probable that the Fund is able to effect such reimbursement, and such
reimbursement is requested by the Adviser and approved by the Board of Trust-
ees, the amount of reimbursement that the Fund is able to effect will be ac-
crued as an expense of the Fund for that current period.

PORTFOLIO MANAGEMENT

Investment decisions for the Fund are made by the Investment Policy Commit-
tee of the Adviser. Management of the Fund is done on a team basis, with O.
Thomas Barry, III, CFA, CIC, as the lead manager. Mr. Barry, Chief Investment

8
<PAGE>

Officer and Senior Executive Vice President of the Adviser, joined the firm in
1978 after serving as Senior Investment Officer at Security Pacific National
Bank. He holds a BA in Economics and an MBA in Corporate Finance and Account-
ing and has over 26 years of investment experience.

THE UNDERWRITER

FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box 61503, King
of Prussia, Pennsylvania 19406-0903, serves as statutory underwriter pursuant
to an Underwriting Agreement. FPSB serves the limited purpose of facilitating
the registration of shares of the Fund under state securities laws and to as-
sist in the sale of shares.

THE ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

First Data Investor Services Group, Inc. ("Investor Services Group") serves
as administrator pursuant to an Administration Agreement. Under this Agree-
ment, Investor Services Group provides the Fund with administrative services,
including regulatory reporting and all necessary office space, equipment, per-
sonnel and facilities. Investor Services Group is a wholly-owned subsidiary of
First Data Corporation, which has its principal business address at 4400 Com-
puter Drive, Westboro, Massachusetts 01581.

Under the Administration Agreement, Investor Services Group receives a fee
at the annual rate of .0015 on the first $50 million of the average net assets
of the Trust; .0010 on the next $50 million of the average net assets of the
Trust; and .0005 of the average net assets of the Trust over $100 million.
There is a minimum fee of $55,000 per year for the initial series/class of
shares issued by the Fund and $12,000 for each additional separate series or
class of shares.

In addition, Investor Services Group serves as the Fund's transfer agent
(the "Transfer Agent"). As Transfer Agent, it maintains the records of each
shareholder's account, answers shareholder inquiries concerning accounts,
processes purchases and redemptions of the Fund's shares, acts as dividend and
disbursing agent and performs other shareholder service functions.

Investor Services Group also serves as fund accountant and performs certain
accounting and pricing services for the Fund, including the daily calculation
of the Fund's net asset value per share.

THE CUSTODIAN

The Bank of New York, 48 Wall Street, New York, New York, 10286, serves as
custodian for the safekeeping of securities, cash and other assets of the
Fund.

BROKERAGE

The Adviser will use its best efforts to obtain the best available price and
most favorable execution with respect to all transactions of the Fund. Most
transactions will be effected on a net cost basis through brokers who make
markets in the stock being purchased or sold. To the extent the Adviser se-
lects a broker on an agency commission basis, the Adviser generally will seek
best price and execution. Subject to policies established by the Board of
Trustees, however, the Adviser may cause the Fund to pay a broker-dealer a
commission in excess of the amount of commission another broker-dealer would
have charged if the Adviser determines in good faith that the commission paid
was reasonable in relation to the brokerage or research services provided by
such broker-dealer. In selecting and monitoring broker-dealers, consideration
will be given to the broker-dealer's responsiveness to transaction requests,
execution capability, settlement and clearance capability, its financial con-
dition, and its research capabilities. All commissions paid are reviewed quar-
terly by the Board of Trustees of the Trust.

The Fund may invest in securities that are traded exclusively in the over-
the-counter market. The Adviser will seek to execute such transactions through
brokers or dealers that, in the Adviser's opinion, will provide the best over-
all price and execution to the Fund.

PORTFOLIO TURNOVER

Portfolio securities are sold whenever the Adviser believes it appropriate,
regardless of how long the securities have been held. Portfolio turnover gen-
erally involves some expense to the Fund and a portfolio turnover in excess of
100% is generally considered high and increases the Fund's transaction costs,
including brokerage commissions. In addition, high portfolio turnover may re-
sult in increased short-term capital gains, which, when distributed to share-
holders are treated as ordinary income. See "Brokerage" and "Taxes." For the
fiscal year ended March 31, 1998, the portfolio turnover for the Fund was
110.39%. This turnover rate may be exceeded in the Adviser's discretion.

9
<PAGE>

THE DISTRIBUTION PLAN

The Board of Trustees of the Fund has adopted a Distribution Plan (the
"Plan") for the shares pursuant to Rule 12b-1 under the Investment Company Act
of 1940, as amended (the "1940 Act"). As provided in the Plan, the Fund will
reimburse FPSB for expenses incurred in distributing and promoting sales of
the Fund at an aggregate annual rate of up to 0.25% of the Fund's average
daily net assets. From this amount, the Underwriter may make payments to fi-
nancial institutions and intermediaries such as banks, savings and loan asso-
ciations, insurance companies, investment counselors, and broker-dealers who
assist in the distribution of shares of the Fund or provide services to the
shareholders of the Fund pursuant to service agreements with the Fund.

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

HOW TO PURCHASE SHARES

GENERAL

The Fund offers its shares to the general public on a continuous basis, sub-
ject to annual distribution expenses pursuant to Rule 12b-1. See "The Distri-
bution Plan".

Shares of the Fund are offered only to residents of states in which the
shares are registered or qualified for sale.

Purchase orders for shares of the Fund that are received by Investor Serv-
ices Group in proper form by the close of regular trading on the New York
Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time), on any day that
the NYSE is open for trading, will be purchased at the Fund's next determined
net asset value. Orders for Fund shares received after 4:00 p.m. Eastern time
will be purchased at the net asset value determined on the following business
day.

The Fund reserves the right to reject any purchase order and to suspend the
offering of shares of the Fund. The Fund also reserves the right to vary the
initial and subsequent investment minimums, or to waive the minimum investment
requirements for any investor.

PURCHASES BY MAIL

Shares of the Fund may be purchased initially by completing the application
accompanying this Prospectus and mailing it to Investor Services Group to-
gether with a check payable to "Bjurman Micro-Cap Growth Fund." The check or
money order and application should be mailed to First Data Investor Services
Group, Inc., 3200 Horizon Drive, P.O. Box 61503, King of Prussia, Pennsylvania
19406-0903. If this is an initial purchase, please send a minimum of $5,000
($2,000 for IRA and SEP accounts).

Subsequent Fund investments, which have a $500 minimum, in an existing ac-
count may be made at any time by sending a check payable to "Bjurman Micro-Cap
Growth Fund", c/o First Data Investor Services Group, Inc., P.O. Box 412797,
Kansas City, Missouri 64141-2797. Please enclose the bottom portion of your
account statement, and indicate the amount of the investment. The Fund will
not accept a check which has been endorsed by a third party.

PURCHASES BY WIRE TRANSFER

An investor may make purchases by wire, but, before making an initial in-
vestment by wire, an investor must first telephone Investor Services Group at
(800) 227-7264 or (610) 239-4600 in order to be assigned an account number.
The investor's name, account number, taxpayer identification number or Social
Security number and address must be specified in the wire. In addition, an ac-
count application should be promptly forwarded to: First Data Investor Serv-
ices Group, Inc., 3200 Horizon Drive, P.O. 61503, King of Prussia, Pennsylva-
nia 19406-0903. Shareholders that have an account with a commercial

10
<PAGE>

bank that is a member of the Federal Reserve System may purchase shares of the
Fund by requesting their bank to transmit funds by wire to:

United Missouri Bank KC NA
ABA #10-10-00695
For: First Data Investor Services Group, Inc.
A/C 98-7037-071-9
FBO "Bjurman Micro-Cap Growth Fund"
Shareholder Name and Account Number

Additional investments may be made at any time, subject to the $500 minimum,
through the wire procedures described above, which must include a sharehold-
er's name and account number. The shareholder's bank may impose a fee for in-
vestments by wire. The Fund will not be responsible for the consequences of
any delays, including delays in the banking or Federal Reserve wire systems.

PURCHASES THROUGH BROKER-DEALERS

The Fund may accept telephone orders only from brokers, financial institu-
tions or service organizations which have been previously approved by the
Fund. It is the responsibility of these brokers, financial institutions or
service organizations to promptly forward purchase orders and payments for the
same to the Fund. Such brokers, financial institutions, service organizations,
banks and bank trust departments, may charge the shareholder a transaction fee
or other fee for their respective services at the time of purchase. In addi-
tion, the Fund or the Adviser may pay a service or distribution fee to such
financial intermediaries.

Wire orders for shares of the Fund received by dealers prior to 4:00 p.m.
Eastern time, and received by Investor Services Group before 5:00 p.m. Eastern
time on the same day, are confirmed at that day's net asset value. Dealers may
place orders with the Fund's distributor by calling (800)227-7264. Orders re-
ceived by dealers after 4:00 p.m. Eastern time are confirmed at the net asset
value on the following business day. It is the dealer's obligation to place
the order with Investor Services Group before 5:00 p.m. Eastern time.

PURCHASES WITH SECURITIES

Shares may be purchased by tendering payment in-kind in the form of market-
able securities, including but not limited to shares of common stock, provided
the acquisition of such securities is consistent with the Fund's investment
objective and is otherwise acceptable to the Adviser.

SUBSEQUENT INVESTMENTS

As noted above, once an account has been opened, subsequent purchases may be
made by mail, bank wire, automatic investing or direct deposit. The minimum
for subsequent investments is $500 for all accounts. When making additional
investments by mail, please return the bottom portion of a previous confirma-
tion with your investment in the envelope that is provided with each confirma-
tion statement. Your check should be made payable to "Bjurman Micro-Cap Growth
Fund" and mailed to First Data Investor Services Group, Inc., P.O. Box 412797,
Kansas City, Missouri 64141-2797. Orders to purchase shares are effective on
the day Investor Services Group receives your check or money order.

All investments must be made in U.S. dollars, and, to avoid fees and delays,
checks must be drawn only on banks located in the United States. A charge
(minimum of $20) will be imposed if any check used for the purchase of shares
is returned. Investors who purchase Fund shares by check or money order may
not receive redemption proceeds until there is reasonable belief that the
check or money order cleared, which may take up to 15 calendar days after the
purchase date. The Fund will only accept a check where the Fund is the payee.
The Fund and Investor Services Group each reserve the right to reject any pur-
chase order in whole or in part.

HOW TO REDEEM SHARES

Shareholders may redeem their shares of the Fund without any redemption
charge on any business day that the NYSE is open for business. Redemptions
will be effected at the current net asset value per share next determined af-
ter the receipt by Investor Services Group of a redemption request meeting the
requirements described below.

11
<PAGE>

REDEMPTION BY MAIL

Shareholders may redeem their shares by submitting a written request for re-
demption to First Data Investor Services Group, Inc., 3200 Horizon Drive, Box
61503, King of Prussia, Pennsylvania 19406-0903.

A written redemption request to Investor Services Group must be in good or-
der, which means that it must: (i) identify the shareholder's account name and
account number; (ii) state the number of shares (or dollar amount) to be re-
deemed and (iii) be signed by each registered owner exactly as the shares are
registered. To prevent fraudulent redemptions, Investor Services Group re-
quires a signature guarantee for the signature of each person in whose name an
account is registered for any redemption requests exceeding $10,000 or where
proceeds are to be mailed to an address other than the address of record. A
guarantee may be obtained from any commercial bank, credit union, member firm
of a national securities exchange, registered securities association, clearing
agency or savings and loan association. A credit union must be authorized to
issue signature guarantees. Notary public endorsement will not be accepted.
Signature guarantees will be accepted from any eligible guarantor institution
that participates in a signature guarantee program. Investor Services Group
may require additional supporting documents for redemptions made by corpora-
tions, executors, administrators, trustees or guardians and retirement plans.

REDEMPTION BY TELEPHONE

Shareholders who have so indicated on the application, or have subsequently
arranged in writing with Investor Services Group to do so, may redeem shares
by calling Investor Services Group at (800) 227-7264 or (610) 239-4600 during
normal business hours. In order to arrange for redemption by wire or telephone
after an account has been opened, or to change the bank or account designated
to receive redemption proceeds, a written request with a signature guarantee
must be sent to the Transfer Agent at the address listed above, under the cap-
tion "Redemption By Mail."

The Fund reserves the right to refuse a wire or telephone redemption if the
Fund believes it is advisable to do so. Procedures for redeeming Fund shares
by wire or telephone may be modified or terminated at any time.

During periods of unusual economic or market changes, telephone redemptions
may be difficult to implement. In such event, shareholders should follow the
procedures for redemption by mail.

GENERAL REDEMPTION INFORMATION

A redemption request will not be deemed to be properly received until In-
vestor Services Group receives all required documents in proper form. If you
have any questions with respect to the proper form for redemption requests you
should contact Investor Services Group at (800) 227-7264 or (610) 239-4600.

Redemptions will be processed only on a day during which the NYSE is open
for business. Redemptions will be effective at the current net asset value per
share next determined after the receipt by Investor Services Group of a re-
demption request meeting the requirements described above. The Fund may, how-
ever, delay mailing the proceeds of a redemption until it is reasonably satis-
fied that the check used to pay for the shares has cleared, which may take up
to 15 days after the purchase date. Payment may also be made by wire directly
to any bank previously designated by an investor on his or her new account ap-
plication. There is a $9.00 charge for redemptions made by wire to domestic
banks. Wires to foreign or overseas banks may be charged at higher rates. It
should also be noted that banks may impose a fee for wire services. In addi-
tion, there may be fees for redemptions made through brokers, financial insti-
tutions, service organizations, banks and bank trust departments.

Except as noted below, redemption requests received in proper form by In-
vestor Services Group prior to the close of regular trading hours on the NYSE
on any business day on which the Fund calculates its net asset value are ef-
fective as of that day. Redemption requests received after the close of the
NYSE will be effected at the net asset value per share determined on the next
business day following receipt. If a shareholder's tax identification has not
yet been certified at the time a redemption request is received by the Trans-
fer Agent, the redemption may be processed subject to a backup withholding
tax.

The Fund will satisfy redemption requests for cash to the fullest extent
feasible, as long as such payments would not, in the opinion of the Board of
Trustees, result in the Fund selling assets under disadvantageous conditions
or to the detriment of the remaining shareholders of the Fund.

12
<PAGE>

Pursuant to the Fund's Trust Instrument, however, payment for shares re-
deemed may also be made in-kind, or partly in cash and partly in-kind. The
Fund has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem its
shares solely in cash up to the lesser of $250,000 or 1% of the net asset
value of the Fund, during any 90-day period for any one shareholder. Any port-
folio securities distributed in-kind would be in readily marketable securities
and valued in the manner described below. See "Net Asset Value." In the event
that an in-kind distribution is made, a shareholder may incur additional ex-
penses, such as brokerage commissions, on the sale or other disposition of the
securities received from the Fund. In-kind payments need not constitute a
cross-section of the Fund's portfolio.

The Fund may suspend the right of redemption or postpone the date of payment
for more than seven days during any period when (1) trading on the NYSE is re-
stricted or the NYSE is closed, other than customary weekend and holiday
closings; (2) the Securities and Exchange Commission (the "SEC") has, by or-
der, permitted such suspension; (3) an emergency, as defined by rules of the
SEC, exists making disposal of portfolio investments or determination of the
value of the net assets of the Fund not reasonably practicable.

Shares of the Fund may be redeemed through certain brokers, financial insti-
tutions, service organizations, banks, and bank trust departments who may
charge the investor a transaction or other fee for their services. Such addi-
tional transaction fees would not otherwise be charged if the shares were re-
deemed directly from the Fund.

TELEPHONE TRANSACTIONS

Shareholders who wish to redeem their shares by telephone must first elect
the option, as described above. Neither the Fund nor any of its service con-
tractors will be liable for any loss or expense in acting upon telephone in-
structions that are reasonably believed to be genuine. In this regard, the
Fund and its Transfer Agent require personal identification information before
accepting a telephone redemption. To the extent that the Fund or its Transfer
Agent fail to use reasonable procedures to verify the genuineness of telephone
instructions, the Fund may be liable for losses due to fraudulent or unautho-
rized instructions. The Fund reserves the right to refuse a telephone redemp-
tion if it is believed advisable to do so. Written confirmation will be pro-
vided for all redemption transactions initiated by telephone. Proceeds from a
telephone redemption shall only be sent to the shareholder's address of record
or wired to the shareholder's bank account.

No purchases of shares may be made by telephone unless made by a licensed
investment professional with whom an agreement has been signed by the Under-
writer.

MINIMUM BALANCES

Due to the relatively high cost of maintaining smaller accounts, the Fund
reserves the right to redeem shares in any account at their then-current net
asset value (which will be promptly paid to the shareholder) if at any time
the total investment does not have a value of at least $1,000 as a result of
redemptions, but not market fluctuations. A shareholder will be notified that
the value of his or her account is less than the required minimum and such
shareholder will be allowed at least 60 days to bring the value of his or her
account up to the minimum before the redemption is processed.

SHAREHOLDER SERVICES

The following special services are available to shareholders of the Fund.
There are no charges for the services noted below and a shareholder may change
or stop these services at any time by written notice to the Fund.

AUTOMATIC INVESTMENT PLAN

Once an account has been opened, a shareholder can make additional monthly
purchases of shares of the Fund through an automatic investment plan. An in-
vestor may authorize the automatic withdrawal of funds from his or her bank
account by opening his or her account with a minimum of $5,000 ($2,000 for IRA
and SEP accounts) and completing the appropriate section on the new account
application enclosed with this Prospectus. Subsequent monthly investments are
subject to a minimum required amount of $500.

RETIREMENT PLANS

The Fund is available for investment by pension and profit sharing plans in-
cluding Individual Retirement Accounts, SEP, Keogh, 401(k) and 403(b) plans
through which an investor may purchase Fund shares. For details concerning any
of these retirement plans, please call Investors Services Group at (800) 227-
7264 or (610) 239-4700.

13
<PAGE>

INTEGRATED VOICE RESPONSE SYSTEM

Shareholders of the Fund may obtain toll-free access to account information
and certain transaction history, by calling (800) 227-7264 within the United
States. The Fund's Integrated Voice Response System provides the Fund's share
price and price changes; account balances; and account history (i.e. last
transaction, latest dividend distribution, redemptions by check during the
last three months).

NET ASSET VALUE

The net asset value per share is computed once daily as of the close of reg-
ular trading on the NYSE, currently 4:00 p.m. Eastern time.

The net asset value per share is computed by adding the value of all securi-
ties and other assets in the portfolio, deducting any liabilities, and divid-
ing by the total number of outstanding shares. Expenses are accrued daily and
applied when determining the net asset value. The Fund's equity securities are
valued based on market quotations or, when no market quotations are available,
at fair value as determined in good faith by, or under the direction of, the
Board of Trustees. Market quotations are generally the last reported sales
price on the principal exchange on which the security trades, or if no sale
price is reported, the mean of the latest bid and asked price is used. Securi-
ties traded over-the-counter are priced at the mean of the latest bid and
asked prices. When market quotations are not readily available, securities and
other assets are valued at fair value as determined in good faith under proce-
dures established by, and under the supervision of, the Board of Trustees.

Securities are valued through valuations obtained from a commercial pricing
service or at the most recent mean of the bid and asked prices provided by in-
vestment dealers in accordance with procedures established by the Board of
Trustees.

Short-term investments having a maturity of 60 days or less are valued at
amortized cost, which the Board of Trustees believes represents fair value.
When a security is valued at amortized cost, it is valued at its cost when
purchased, and thereafter by assuming a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. In the event the amortized cost
valuation deviates from market quotations in excess of 1/4 of 1%, the Adviser
will immediately inform the chairman of the Trust's Audit Committee. In the
event that the deviation is greater than 1/2 of 1%, the Adviser will immedi-
ately report to the Board of Trustees. All other securities and other assets
are valued at their fair value as determined in good faith under procedures
established by and under the supervision of the Board of Trustees.

DIVIDENDS AND TAXES

DIVIDENDS

It is the Fund's intention to distribute its net investment income each De-
cember. Any net gain realized from the sale of portfolio securities and net
gains realized from foreign currency transactions are distributed at least
once each year unless losses carried forward from prior years are used to off-
set them, in which case no such gain will be distributed. Such income divi-
dends and capital gain distributions are reinvested automatically in addi-
tional shares at net asset value, unless a shareholder elects to receive them
in cash. Distribution options may be changed at any time by writing to the
Fund prior to a dividend record date.

Any check tendered in payment of dividends or other distributions which can-
not be delivered by the post office or which remains uncashed for a period of
more than one year may be reinvested in the shareholder's account at the then-
current net asset value, and the dividend option may be changed from cash to
reinvest. Dividends are reinvested on the ex-dividend date (the "ex-date") at
the net asset value determined at the close of business on that date. Divi-
dends and distributions are treated the same for tax purposes whether received
in cash or reinvested in additional shares. Please note that dividend and dis-
tributions on shares purchased shortly before the record date for a dividend
or distribution may have the effect of returning capital although such divi-
dends and distributions are subject to taxes.

14
<PAGE>

TAXES

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of 1986, as
amended (the "Code"), which will relieve the Fund of any liability for federal
income tax to the extent that its earnings and net realized capital gains are
distributed to shareholders. To so qualify, the Fund must meet certain tests
regarding the nature if its investments and the types of its income, including
among other things, limiting its investments so that, at the close of each
quarter of its taxable year, (i) with respect to 50% of the market value of
its total assets, not more than 5% of the market value of its total assets
will be invested in the securities of any single issuer, and the Fund will not
own more than 10% of the outstanding voting securities of any single issuer
and (ii) not more than 25% of the market value of the Fund's total assets will
be invested in the securities of any single issuer. The Fund also intends to
make sufficient distributions prior to the end of each calendar year in order
to avoid liability for federal excise tax based on net income.

An investment in the Fund has certain tax consequences, depending on the
type of account. The Fund will distribute all of its net investment income to
shareholders. Distributions are subject to federal income tax and may also be
subject to state and local income taxes. Distributions are generally taxable
when they are paid, whether in cash or by reinvestment in additional shares,
except that distributions declared in October, November or December and paid
in the following January are taxable as if they were paid on December 31.
Taxes on distributions to a qualified retirement account are generally de-
ferred until distributions are made from the retirement account.

For federal income tax purposes, income dividends and short-term capital
gain distributions are taxed as ordinary income. Distributions of net long-
term capital gains (the excess of net long-term capital gain over net short-
term capital loss) are usually taxed as long-term capital gains, regardless of
how long a shareholder has held the Fund's shares. The tax treatment of dis-
tributions of ordinary income or capital gains will be the same whether the
shareholder reinvests the distributions or elects to receive them in cash.

Sale, exchange or redemption of the Fund's shares is a taxable event to the
shareholder.

A Shareholder may be subject to a 31 percent back-up withholding on report-
able dividend and redemption payments ("back-up withholding") if a certified
taxpayer identification number is not on file with the Fund, if the Internal
Revenue Service notifies the Fund to implement back-up withholding for the
shareholder, or if to the Fund's knowledge, an incorrect number has been fur-
nished. An individual's taxpayer identification number is his or her Social
Security Number.

Shareholders will be advised annually of the source and tax status of all
distributions for federal income tax purposes. Information accompanying a
shareholder's statement will show the portion of those distributions that are
not taxable in certain states.

Further information regarding the tax consequences of investing in the Fund
is included in the Statement of Additional Information. The above discussion
is intended for general information only. Investors should consult their own
tax advisers for more specific information on the tax consequences of particu-
lar types of distributions. Paul, Hastings, Janofsky & Walker LLP, legal coun-
sel to the Fund, has expressed no opinion in respect thereof.

PERFORMANCE INFORMATION

Performance information such as total return for the Fund may be quoted in
advertisements or in communications to shareholders. Such performance informa-
tion may be useful in reviewing the performance of the Fund and for providing
a basis for comparison with other investment alternatives. However, because
the net investment return of the Fund changes in response to fluctuations in
market conditions, interest rates and Fund expenses, any given performance
quotation should not be considered representative of the Fund's performance
for any future period. The value of an investment in the Fund will fluctuate
and an investor's shares, when redeemed, may be worth more or less than their
original cost.

The Fund's total return is the change in value of an investment in the Fund
over a particular period, assuming that all distributions have been reinvest-
ed. Thus, total return reflects not only income earned, but also variations in
share prices at the beginning and end of the period. Average annual return re-
flects the average percentage change per year in the value of an investment in
the Fund. Aggregate total return reflects the total percentage change over the
stated period. Please refer to the Statement of Additional Information for
more information on performance.

15
<PAGE>

GENERAL INFORMATION

THE TRUST

The Trust is a diversified open-end management investment company organized
as a business trust under the laws of the State of Delaware pursuant to a
Trust Instrument dated September 26, 1996, as amended February 11, 1997. The
Trust is organized to offer separate series of shares and is currently offer-
ing a single series of shares called Bjurman Micro-Cap Growth Fund. Each share
of the Fund represents an undivided proportionate interest in the Fund.

TRUSTEES AND OFFICERS OF THE FUND

The Trustees of the Fund have overall responsibility for the operation of
the Fund. The officers of the Fund who are employees or officers of the Ad-
viser serve without compensation from the Fund.

DESCRIPTION OF SHARES

The Trust is authorized to issue an unlimited number of shares of beneficial
interest with no par value. Shares of the Fund represent equal proportionate
interests in the assets of the Fund only, and have identical voting, dividend,
redemption, liquidation and other rights. All shares issued are fully paid and
non-assessable, and shareholders have no preemptive or other right to sub-
scribe to any additional shares. The Fund may add additional classes of shares
without shareholder approval. The validity of shares of beneficial interest
offered by this prospectus will be passed on by Paul, Hastings, Janofsky &
Walker LLP, 345 California Street, San Francisco, California 94104-2635. All
accounts will be maintained in book entry form and no share certificates will
be issued.

VOTING RIGHTS

A shareholder is entitled to one vote for each full share held (and a frac-
tional vote for each fractional share held). All shares of the Fund partici-
pate equally in regard to dividends, distributions, and liquidations with re-
spect to the Fund. Shareholders do not have preemptive, conversion or cumula-
tive voting rights.

For purposes of the 1940 Act, a control person possesses the ability to con-
trol the outcome of matters submitted for shareholder vote. As of July 1,
1998, Charles Schwab & Co., Inc. was a control person of the Fund by nature of
its shareholdings.

SHAREHOLDER MEETINGS

The Trustees are not required, and do not intend, to hold annual meetings of
shareholders. The Trustees have undertaken to the SEC, however, that they will
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of any Trustee when requested to do so by holders of not
less than 10% of the outstanding shares of the Fund. In addition, subject to
certain conditions, shareholders of the Fund may apply to the Fund to communi-
cate with other shareholders to request a shareholders' meeting to vote upon
the removal of a Trustee or Trustees.

SHAREHOLDER REPORTS AND INQUIRIES

The Trust issues unaudited financial information semiannually and audited
financial statements annually. Shareholder inquiries should be addressed to
the Bjurman Micro-Cap Growth Fund c/o First Data Investor Services Group,
Inc., 3200 Horizon Drive, King of Prussia, PA 19406-0903 or by calling (800)
227-7264 or (610) 239-4600. Purchase and redemption transactions should be
made through Investor Services Group by calling (800) 227-7264 or (610) 239-
4600.

16
<PAGE>

[LOGO OF BJURMAN APPEARS HERE]

BJURMAN MICRO-CAP
GROWTH FUND

AUTOMATIC INVESTMENT PLAN APPLICATION
- -------------------------------------------------------------------------------

HOW DOES IT WORK?

1. First Data Investor Services Group, Inc., through our bank, United Missouri
Bank KC NA, draws an automatic clearing house (ACH) debit electronically
against your personal checking account each month, according to your in-
structions.
2. After opening account, choose any amount of $500 or more that you would
like to invest regularly and your debit for this amount will be processed
by First Data Investor Services Group, Inc. as if you had written a check
yourself.
3. Shares will be purchased and a confirmation sent to you.

HOW DO I SET IT UP?

1. Complete the forms and the Fund Application Form if you do not already have
an existing account.
2. Mark one of your personal checks VOID, attach it to the forms below and
mail to First Data Investor Services Group, Inc., P.O. Box 61503, King of
Prussia, PA 19406-0903.
3. As soon as your bank accepts your authorization, debits will be generated
and your Automatic Investment Plan started. In order for you to have ACH
debits from your account, your bank must be able to accept ACH transactions
and/or be a member of an ACH association. Your branch manager should be
able to tell you your bank's capabilities. We cannot guarantee acceptance
by your bank.
4. Please allow one month for processing of your Automatic Investment Plan be-
fore the first debit occurs.

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

AUTHORIZATION

TO:First Data Investor Services Group, Inc.
P.O. Box 61503
King of Prussia, PA 19406-0903
Please start an Automatic Investment Plan for me and on the [_] 10th [_] 15th
invest ______________________________________________ [_] 20th of each month,
($500 or more) in shares of "Bjurman
Micro-Cap Growth Fund"
Check one:
[_] I am in the process of establishing an account.
or
[_] My account number is: _____________________________________________________
_______________________________________________________________________________
Name as account is registered
_______________________________________________________________________________
Street
_______________________________________________________________________________
City State Zip + ext.

I understand that my ACH debit will be dated on the day of each month as indi-
cated above or as specified by written request. I agree that if such debit is
not honored upon presentation, First Data Investor Services Group, Inc. may
discontinue this service and any share purchase made upon deposit of such
debit may be cancelled. I further agree that if the net asset value of the
shares purchased with such debit is less when said purchase is cancelled than
when the purchase was made, First Data Investor Services Group, Inc. shall be
authorized to liquidate other shares or fractions thereof held in my account
to make up the deficiency. This Automatic Investment Plan may be discontinued
by First Data Investor Services Group, Inc. which is received not later than 5
business days prior to the above designed investment date.

Signature(s):________________________________________________
________________________________________________
<PAGE>

AUTOMATIC INVESTMENT PLAN APPLICATION
- -------------------------------------------------------------------------------

BANK REQUEST AND AUTHORIZATION

TO: _____________________________________ _________________________________
Name of Your Bank Bank Checking Account Number
___________________________________________________________________________
Address of Bank or Branch Where Account is Maintained

ABA Number (9 digits) _____________________________________________________

Bank Account owner ________________________________________________________

Bank Account Joint owner __________________________________________________

As a convenience to me, please honor ACH debits on my account drawn by First
Data Investor Services Group, Inc., United Missouri Bank KC NA and payable to
"Bjurman Micro-Cap Growth Fund."

I agree that your rights with respect to such debit shall be the same as if it
were a check drawn upon you and signed personally by me. This authority shall
remain in effect until you receive written notice from me changing its terms
or revoking it, and until you actually receive such notice, I agree that you
shall be fully protected in honoring such debit.

I further agree that if any debit is dishonored, whether with or without cause
or whether intentionally or inadvertently, you shall be under no liability
whatsoever.

DEPOSITOR'S ___________________________________________________________________
Signature of Bank Depositor(s) as shown on bank records.

NOTE: Your bank must be able to accept ACH transactions and/or be a member of
an ACH association in order for you to use this service.

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

INDEMNIFICATION AGREEMENT

TO: The bank named above

So that you may comply with your Depositor's request and authorization,
"Bjurman Micro-Cap Growth Fund" agrees as follows:

1. To indemnify and hold you harmless from any loss you may suffer arising
from or in connection with the payment by you of a debit drawn by First
Data Investor Services Group, Inc. to the order of "Bjurman Micro-Cap
Growth Fund" designated on the account of your depositor(s) executing the
authorization including any costs or expenses reasonably incurred in con-
nection with such loss. "Biurman Micro-Cap Growth Fund" will not, however,
indemnify you against any loss due to your payment of any debit generated
against insufficient funds.

2. To refund to you any amount erroneously paid by you to First Data Investor
Services Group, Inc. on any such debit if claim for the amount of such er-
roneous payment is made by you within 3 months of the date of such debit on
which erroneous payment was made.
<PAGE>

[LOGO OF BJURMAN APPEARS HERE]

BJURMAN MICRO-CAP
GROWTH FUND

ACCOUNT APPLICATION FORM
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
A.INITIAL INVESTMENT
INDICATE AMOUNT OF INVESTMENT:
The minimum initial investment is $5,000 ($2,000 for IRA and SEP accounts)
and subsequent purchases must be at least $500.
Amount of investment: [_] Enclosed is my check (payable to Bjurman Mi-
$ ____________________ cro-Cap Growth Fund
[_] Bank wire sent (Instructions to be provided
upon establishment of account)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
B.REGISTRATION (Please print)
(Complete one)

[_]INDIVIDUAL (USE LINE 1) [_] JOINT ACCOUNT (USE LINES 1 & 2)
[_]GIFT/TRANSFER TO MINOR (USE LINES 3, 4, & 5) [_] CORPORATION, PARTNERSHIPS,
TRUSTS AND OTHER (USE LINES 6 & 7)
-----------------------------------------------------------------------------
1. Individual First Name Initial Last Name
------------------------------------------------------------
Social Security number U.S. Citizen? [_] Yes [_] No
-----------------------------------------------------------------------------
2. Joint Tenant First Name Initial Last Name
------------------------------------------------------------
Social Security numberU.S. Citizen [_] Yes [_] No
Country of Citizenship _
------------------------------------------------------------
Check one: [_] Joint Tenancy [_] Tenants in Common
(Right of Survivorship)

-----------------------------------------------------------------------------
3. Union Gift/ Custodian's name
Transfer to Minor is the custodian for
------------------------------------------------------------
4. Minor's Name Minor's name
under the
------------------------------------------------------------
5. State Name of State
Union Gift/Transfer to
Minor Act
------------------------------------------------------------
Minor's Social Security number
-----------------------------------------------------------------------------
6. Corporations, Corporation or Entity name Please attach a copy of a
Partnerships, Corporate Resolution
Trusts,
and Others ------------------------------------------------------------
Tax ID number
------------------------------------------------------------
7. Type of
Registration [_] Corporation [_] Partnership
[_] Other sponsored IRA and Retirement Plans [_] Other
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
C.MAILING ADDRESS Street or P.O. Box City State Zip Code
------------------------------------------------------------
Home Telephone Country of residence Daytime Telephone
-----------------------------------------------------------------------------
Duplicate Street or P.O. Box City State Zip Code
Confirmation
------------------------------------------------------------
Statement sent to:
Home Telephone Daytime Telephone
------------------------------------------------------------
[_] Please check here if this is a modification to an existing account.
Existing account number: ______________________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

D.DIVIDEND OPTIONS
Check one only: if none are checked all dividend income and capital gains, if
any, will be reinvested.
[_] All dividend income and capital gains reinvested.
[_] All dividend income and capital gains paid by check.
[_] Dividend income paid by check and capital gains reinvested.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
E.TELEPHONE PRIVILEGE
Proceeds of telephone redemption requests are paid by check and mailed to the
address of record or wired to your bank account.

I (we) authorize First Data Investor Services Group, Inc. to act upon
instructions received by telephone from me (us) to redeem shares. Neither the
Fund nor First Data Investor Services Group, Inc. will be liable for properly
acting upon telephone instructions believed to be genuine. Please attach a
voided personal check and complete below.

Bank Name Branch Office (if applicable)
------------------------------------------------------------
Bank Address City State Zip Code
------------------------------------------------------------
Bank Wire Routing Number Bank Account Number
------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
F.CUSTOMER AGREEMENT
1. I (We) have full right, power, authority and legal capacity, and am (are)
of legal age in my (our) state of residence to purchase shares of the Fund. I
(We) affirm that I (we) have received and read the current prospectus of the
Fund and agree to its terms. I (We) understand the investment objectives and
program, and have determined that the Fund is a suitable investment, based
upon my (our) investment needs and financial situation. I (We) agree that
First Data Investor Services Group, Inc. or any of their affiliate officers,
directors or employees will not be liable for any loss, expense or cost for
acting upon any instructions or inquiries believed genuine.

2. I (We) understand and acknowledge that a return on the selected fund(s) is
not guaranteed.

3. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
G.SIGNATURES
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION. UNDER THE PENALTIES OF PERJURY,
I (WE) CERTIFY THE FOLLOWING:

1. I (WE) CERTIFY THAT THE NUMBER SHOWN ON THIS FORM IS MY (OUR) CORRECT TAX
IDENTIFICATION NUMBER.

2. ( WE) ARE NOT (ARE NOT) SUBJECT TO BACK-UP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR THE INTERNAL REVENUE SERVICE
HAS NOTIFIED ME (US) THAT I (WE) AM (ARE) NO LONGER SUBJECT TO BACK-UP WITH-
HOLDING.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISIONS
OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITH-
HOLDING.
- -------------------------------------------- -------------------------
SIGNATURE DATE
- -------------------------------------------------------------------------------
AND BACK-UP INDIVIDUAL (OR CUSTODIAN)DATE JOINT REGISTRATION, IF ANY
WITHHOLDING
-------------------------------------------------------------------
CORPORATE OFFICER, PARTNER, TRUSTEE, ETC.DATE TITLE
-------------------------------------------------------------------

[_] CHECK BOX IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACK-UP WITHHOLDING.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Mail completed application forms to:

BJURMAN MICRO-CAP GROWTH FUND
3200 HORIZON DRIVE, PO BOX 6L503
KING OF PRUSSIA, PA 19406-0903

For assistance call: (800) 227-7264 For non U.S. investors call: (610)
239-4600
<PAGE>

[LOGO OF BJURMAN APPEARS HERE]

<PAGE>

INVESTMENT ADVISER
George D. Bjurman & Associates
10100 Santa Monica Boulevard, Suite 1200
Los Angeles, California 90067-4103
(310) 553-6577

UNDERWRITER
FPS Broker Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 227-7264
(610) 239-4700

SHAREHOLDER SERVICES
First Data Investor Services Group, Inc.
3200 Horizon Drive, P.O. Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 227-7264
(610) 239-4600

CUSTODIAN
The Bank of New York
48 Wall Street
New York, New York 10286

LEGAL COUNSEL
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635

AUDITORS
Deloitte & Touche, LLP
1000 Wilshire Boulevard
Los Angeles, California 90017-2472

For Additional Information about Bjurman Micro-Cap Growth Fund call:

(800) 227-7264
(610) 239-4600

or visit The Bjurman Funds' Web Site on the Internet at:

www.bjurmanfunds.com

PROSPECTUS

[LOGO OF BJURMAN APPEARS HERE]

Bjurman Micro-Cap Growth Fund

JULY 29,
----------
1998

Visit The Bjurman Funds' Internet Web Site at: www.bjurmanfunds.com
<PAGE>

The Bjurman Funds

STATEMENT OF ADDITIONAL INFORMATION

July 29, 1998

This Statement of Additional Information dated July 29, 1998, is not a
prospectus but should be read in conjunction with the separate Prospectus
describing shares of the Bjurman Micro-Cap Growth Fund (the "Fund") dated July
29, 1998. The Prospectus may be amended or supplemented from time to time. No
investment in shares should be made without first reading the Prospectus. This
Statement of Additional Information is intended to provide additional
information regarding the activities and operations of the Fund . A copy of the
Prospectus may be obtained without charge from FPS Broker Services, Inc. (the
"Underwriter") or George D. Bjurman & Associates (the "Adviser") at the address
and telephone numbers below.

Underwriter: Adviser:
FPS Broker Services, Inc. George D. Bjurman & Associates
3200 Horizon Drive 10100 Santa Monica Boulevard
P.O. Box 61503 Suite 1200
King of Prussia, PA 19406-0903 Los Angeles, CA 90067-4103
(610) 239-4700 (310) 553-6577
(800) 227-7264

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL
INFORMATION OR IN THE PROSPECTUS IN CONNECTION WITH THE OFFERING MADE
BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST OR ITS
DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
TRUST OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>

TABLE OF CONTENTS

Page

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

Investment Policies and Techniques
Bankers' Acceptances. . . . . . . . . . . . . . . . . .
Certificates of Deposits. . . . . . . . . . . . . . . .
Common Stock. . . . . . . . . . . . . . . . . . . . . .
Preferred Stock . . . . . . . . . . . . . . . . . . . .
Time Deposits . . . . . . . . . . . . . . . . . . . . .
Loans of Portfolio Securities . . . . . . . . . . . . .
Illiquid Securities . . . . . . . . . . . . . . . . . .
Repurchase Agreements . . . . . . . . . . . . . . . . .
Rule 144A Securities. . . . . . . . . . . . . . . . . .
Futures . . . . . . . . . . . . . . . . . . . . . . . .
Other Investments . . . . . . . . . . . . . . . . . . .

Investment Restrictions. . . . . . . . . . . . . . . . . .

Investment Advisory and Other Services
Investment Adviser .. . . . . . . . . . . . . . . . . .
Investment Advisory Agreement . . . . . . . . . . . . .
Administrator . . . . . . . . . . . . . . . . . . . . .
Underwriter . . . . . . . . . . . . . . . . . . . . . .

Trustees and Officers. . . . . . . . . . . . . . . . . . .

Principal Shareholders . . . . . . . . . . . . . . . . . .

Net Asset Value. . . . . . . . . . . . . . . . . . . . . .

Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .

Portfolio Transactions and Brokerage Commissions . . . . .

Performance Information
In General. . . . . . . . . . . . . . . . . . . . . . .
Total Return Calculation. . . . . . . . . . . . . . . .
Performance and Advertisements . . . . . . . . . . . .

Other Information
Limitations on Trustees' Liability. . . . . . . . . . .
Independent Accountants . . . . . . . . . . . . . . . .
Reports to Shareholders . . . . . . . . . . . . . . . .

Financial Statements . . . . . . . . . . . . . . . . . . .
<PAGE>

THE TRUST AND THE FUND

This Statement of Additional Information relates to Bjurman Micro-Cap
Growth Fund (the "Fund"), a separate series of The Bjurman Funds (the
"Trust"), an open-end management investment company established on
September 26, 1996 under Delaware law as a Delaware business trust.
The Trust Instrument permits the Trust to offer separate series of
shares of beneficial interest.

INVESTMENT POLICIES AND TECHNIQUES

The following supplements the information contained in each respective
Prospectus for the Fund regarding the permitted investments and risk
factors and the investment objective and policies of the Fund.

Bankers' Acceptances:
Negotiable bills of exchange or time drafts drawn on and accepted by a
commercial bank, meaning, in effect, that the bank unconditionally
agrees to pay the face value of the instrument on maturity. Bankers'
Acceptances are used by corporations to finance the shipment and
storage of goods and to furnish dollar exchanges. Banker's Acceptances
generally mature within six months.

Certificates of Deposit:
A negotiable interest-bearing instrument with a specific maturity date.
Certificates of deposit are issued by U.S. commercial banks and savings
and loan institutions in exchange for the deposit of funds and normally
can be traded in the secondary market prior to maturity. Certificates
of deposit generally carry penalties for early withdrawal.

Common Stock:
Common stock is defined as shares of a corporation that entitle the
holder to a pro rata share of the profits of the corporation, if any,
without a preference over any other shareholder or class of
shareholders, including holders of the corporation's preferred stock
and other senior equity. Common stock usually carries with it the
right to vote, and frequently, an exclusive right to do so. Holders of
common stock also have the right to participate in the remaining assets
of the corporation after all other claims, including those of debt
securities and preferred stock, are paid.

Preferred Stock:
Generally, preferred stock receives dividends prior to distributions on
common stock and usually has a priority of claim over common
stockholders if the issuer of the stock is liquidated. Unlike common
stock, preferred stock does not usually have voting rights; preferred
stock, in some instances, is convertible into common stock. In order
to be payable, dividends on preferred stock must be declared by the
issuer's Board of Directors. Dividends on preferred stock typically
are cumulative, causing dividends to accrue even if not declared by the
Board of Directors. There is, however, no assurance that dividends
will be declared by the Board of Directors of issuers of the preferred
stocks in which the Fund invests.

Time Deposits:
A non-negotiable receipt issued by a bank in exchange for the deposit
of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded
in the secondary market. Time deposits in excess of seven days with a
withdrawal penalty are considered to be illiquid securities. The Fund
will not invest more than 15% of its net assets in illiquid securities,
including time deposits.
<PAGE>

Loans of Portfolio Securities:
The Fund may lend portfolio securities to broker-dealers and financial
institutions provided that (1) the loan is secured continuously by
collateral marked-to-market daily and maintained in an amount at least
equal to the current market value of the securities loaned; (2) the
Fund may call the loan at any time and receive the securities loaned;
(3) the Fund will receive any interest or dividends paid on the loaned
securities and (4) the aggregate market value of securities loaned by
the Fund will not at any time exceed 33% of the total assets of the
Fund. There may be risks of delay in receiving additional collateral
or in recovering the securities loaned or even a loss of rights in the
collateral should the borrower of the securities fail financially.
However, loans will be made only to borrowers deemed by the Adviser to
be of good standing and when, in its judgment, the income to be earned
from the loan justifies the attendant risks.

Collateral will consist of U.S. government securities, cash equivalents
or irrevocable letters of credit. Loans of securities involve a risk
that the borrower may fail to return the securities or may fail to
maintain the proper amount of collateral. Therefore, the Fund will
only enter into portfolio loans after a review by the Adviser, under
the supervision of the Board of Trustees, including a review of the
creditworthiness of the borrower. Such reviews will be monitored on an
ongoing basis.

Illiquid Securities:
The Board of Trustees has delegated the function of making day-to-day
determinations of liquidity to the Adviser pursuant to guidelines reviewed by
the Board of Trustees. The Fund's policy is to limit its investment in illiquid
securities to a maximum of 15% of total assets at the time of purchase. The
Securities and Exchange Commission (the "SEC") has adopted Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") which permits the Fund
to sell restricted securities to qualified institutional buyers without
limitation. The Adviser, pursuant to procedures adopted by the Trustees of the
Fund, will make a determination as to the liquidity of each restricted security
purchased by the Fund. If a restricted security is determined to be "liquid",
such security will not be included within the category "illiquid securities".
The Adviser will monitor the liquidity of securities held by the Fund, and
report periodically on such determinations to the Board of Trustees.

Repurchase Agreements:
The Fund may enter into repurchase agreements with banks or
broker-dealers. Repurchase agreements are considered
under the Investment Company Act of 1940, as amended (the "1940 Act")
to be collateralized loans by the Fund to the
seller, secured by the securities transferred to the Fund. In
accordance with requirements under the 1940 Act, repurchase
agreements will be fully collateralized by securities in which the
Fund may directly invest. Such collateral will be marked-to-market
daily. If the seller of the underlying security under the repurchase
agreement should default on its obligation to repurchase the
underlying security, the Fund may experience delay or difficulty in
recovering its cash. To the extent that, in the meantime, the value
of the security purchased has decreased, the Fund could experience a
loss. No more than 15% of the Fund's net assets will be invested in
illiquid securities, including repurchase agreements which have a
maturity of longer than seven days. The financial institutions with
whom the Fund may enter into repurchase agreements are banks and
non-bank dealers of U.S. Government securities
that are listed on the Federal Reserve Bank of New York's list of
reporting dealers and banks, if such banks and non-bank dealers are
deemed creditworthy by the Adviser. The Adviser will continue to
monitor the creditworthiness of the seller under a repurchase
agreement, and will require the seller to maintain during the term of
the agreement the value of the securities subject to the agreement at
not less than the repurchase price. The Fund will only enter into a
repurchase agreement where the market value of the underlying security,
including accrued interest, will at all times be equal to or exceed the
value of the repurchase agreement.
<PAGE>

Rule 144A Securities:
The Fund may invest in securities that are exempt from the registration
requirements of the Securities Act pursuant to SEC Rule
144A. Those Securities purchased pursuant to Rule 144A are traded
among qualified institutional buyers, and are subject to the Fund's
limitation on illiquid investment.

Investing in securities under Rule 144A could have the effect of
increasing the levels of the Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in
purchasing these securities. The Fund will limit its investments in
illiquid securities including securities of issuers which the Fund is
restricted from selling to the public without registration under the
Securities Act to no more than 15% of the Fund's net assets (excluding
restricted securities eligible for resale pursuant to Rule 144A that
have been determined to be liquid by the Fund's Board of Trustees).

Futures:
The Fund may buy and sell futures contracts to manage its
exposure to changes in securities prices, as an efficient means of
adjusting its overall exposure to certain markets, in an effort to
enhance income, and to protect the value of portfolio securities.
The Fund will not use futures contracts to leverage its assets.
Futures contracts deposits may not exceed 5% of the Fund's assets
(determined at the time of the transaction) and the Fund's total
investment in futures contracts may not exceed 20% of the Fund's
total assets.

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

INVESTMENT RESTRICTIONS

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

The Adviser will use "FactSet" computer software to categorize the
industries in which the Fund invests ("FactSet Codes"). The FactSet
Codes that are assigned may or may not correspond to the Standard
Industry Codes ("SIC Codes"); however, the Adviser feels that the

differences are not substantial enough to effect the percentage of
asset restrictions above. In most cases the SIC Codes will match the
FactSet Codes. Except as set forth under "INVESTMENT OBJECTIVE" and
"INVESTMENT POLICIES and STRATEGIES" and "RISK FACTORS" in the
Prospectus, the Fund may not:
<PAGE>

1. Purchase securities of any one issuer if, as a result of the
purchase, more than 5% of the Fund's total assets would be invested in
securities of that issuer or the Fund would own or hold more than 10%
of the outstanding voting securities of that issuer, except that up
to 15% of the Fund's total assets may be invested without regard to this
limitation, and except that this limit does not apply to securities
issued or guaranteed by the U.S. government, its agencies and
instrumentalities or to securities issued by other investment
companies;

2. Purchase any security if, as a result of the purchase, 15%
or more of the Fund's total assets would be invested in securities of
issuers having their principal business activities in the same
industry, except that this limitation does not apply to securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities;

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

4. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except in an amount up to one-third of the value of its net
assets but only to secure borrowing for temporary or emergency
purposes, such as to effect redemptions;

5. Make loans, except through loans of securities or through
repurchase agreements, provided that, for purposes of this restriction,
the acquisition of bonds, debentures, other debt securities or
instruments, or participations or other interest therein and
investments in government obligations, commercial paper, certificates
of deposit, bankers' acceptances or similar instruments will not be
considered the making of a loan;

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

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

The following investment limitations are not fundamental and may be
changed without shareholder approval. The Fund does not currently
intend to:

(i) Engage in uncovered short sales of securities or maintain a
short position;

(ii) Purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions;

(iii) Purchase securities of other investment companies except as
permitted by the 1940 Act and the rules and regulations thereunder;

(iv) Invest in companies for the purpose of exercising control or
management;

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

(vi) Invest more than 5% of its net assets in warrants, including
within that amount no more than 2% in warrants which are not listed on
the New York or American Stock exchanges, except warrants acquired as
a result of its holdings of common stocks.
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser
George D. Bjurman & Associates serves as the Fund's investment adviser
and is an investment adviser registered as such under the
Investment Advisers Act of 1940, as amended. The Adviser was founded
in 1970 and is wholly-owned by senior associates and the Bjurman
family. G. Andrew Bjurman and O. Thomas Barry, III own 40% and 20%,
respectively, of the Adviser and as a result may be deemed to be
"control persons" of the Adviser. As of June 30, 1998, the
Adviser had approximately $1.5 billion in assets under management.

Investment Advisory Agreement
The Fund and the Adviser have entered into an investment advisory
agreement for a two-year period (the "Investment Advisory Agreement").
The Investment Advisory Agreement provides that the Adviser shall
furnish advice to the Fund with respect to its investments and shall
determine what securities shall be purchased or sold by the Fund. The
Prospectus describes the Adviser's duties, compensation and the
allocation of expenses between the Fund and the Adviser.

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

The continuance of the Investment Advisory Agreement, after the first
two years, must be specifically approved at least annually (i) by the
vote of the Trustees or by a vote of the shareholders of Fund, and (ii)
by the vote of a majority of the Trustees who are not parties to the
Investment Advisory Agreement or "interested persons" (as that term
is defined in the 1940 Act) of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The
Investment Advisory Agreement will terminate automatically in the event
of its assignment, and is terminable at any time without penalty by the
Trustees of the Fund, or by a majority of the outstanding shares of the
Fund on 60-days' written notice to the Adviser.

For providing investment advisory services, the Fund pays the Adviser a
monthly fee of one twelfth of 1.00% of the Fund's average daily net
assets. The Adviser has voluntarily agreed to waive its fee and
reimburse expenses to the extent that the Fund's total operating
expenses, inclusive of distribution expenses, exceed 1.80% of the
Fund's average daily net assets. For the fiscal year ended March
31, 1998, advisory fees of $21,878 were waived by the Adviser and
the Adviser reimbursed the Fund $209,641. Absent such waivers and
reimbursements, the total operating expenses of the Fund would have
been 13.35% of the Fund's average daily net assets.

Administrator
First Data Investor Services Group, Inc., 3200 Horizon Drive,
P.O. Box 61503, King of Prussia, Pennsylvania 19406-0903 (the
"Administrator") provides certain administrative services to the
Fund pursuant to an Administration Agreement.
<PAGE>

Under the Administration Agreement, the Administrator: (1)
coordinates with the Custodian and Transfer Agent and monitors the
services they provide to the Fund; (2) coordinates with and monitors
any other third parties furnishing services to the Fund; (3) provides
the Fund with necessary office space, telephones and other
communications facilities and personnel competent to perform
administrative and clerical functions; (4) supervises the maintenance
by third parties of such books and records of the Fund as may be
required by applicable federal or state law; (5) prepares and, after
approval by the Fund, files and arranges for the distribution of proxy
materials and periodic reports to shareholders of the Fund as required
by applicable law; (6) prepares and, after approval by the Fund,
arranges for the filing of such registration statements and other
documents with the SEC and other federal and state regulatory
authorities as may be required by applicable law; (7) reviews and
submits to the officers of the Fund for their approval invoices or
other requests for payment of the Fund's expenses and instructs the
Custodian to issue checks in payment thereof; and (8) takes such other
action with respect to the Fund as may be necessary in the opinion of
the Administrator to perform its duties under the Administration Agreement.

Pursuant to the Administration Agreement, the Administrator receives a
fee computed at the annual rate of 0.15% of the first $50 million of
total average daily net assets; 0.10% of the next $50 million of total
average daily net assets; and 0.05% of total net assets in excess of
$100 million. The minimum annual fees under the Agreement shall not be
less than $55,000 for the initial series' first class of shares and
$12,000 for each additional separate series or class thereof.

For the fiscal year ended March 31, 1998, the Fund paid $59,145
as compensation for services performed pursuant to the Administration
Agreement.

Underwriter
FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box 61503,
King of Prussia, Pennsylvania 19406-0903, has been engaged pursuant to
an Underwriting Agreement for the limited purpose of acting as statutory
underwriter to facilitate the registration of shares of the Fund under
state securities laws and to assist in the sale of shares.

For the services provided to the Trust under the Underwriting Agreement,
FPSB is entitled to receive a fee of $25,000 per year for the initial
portfolio or class of shares and $2,500 per year for each additional
portfolio or class of shares. For the fiscal year ended March 31, 1998,
FPSB was paid $25,000 for services provided pursuant to the
Underwriting Agreement.

Shares of the Fund are subject to a distribution plan (the
"Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act. As
provided in the Distribution Plan, the Fund will pay an annual fee of
0.25% of the Fund's average daily net assets to reimburse FPSB for expenses
incurred in distributing and promoting sales of the Fund. From these
amounts, FPSB may make payments to financial institutions and intermediaries
such as banks, savings and loan associations, insurance companies,
investment counselors and broker-dealers who assist in the distribution
of shares of the Fund or provide services to the Fund's shareholders
pursuant to service agreements with the Fund. The Fund intends to operate
the Distribution Plan in accordance with its terms and the Conduct
Rules of the National Association of Securities Dealers, Inc.
concerning sales charges. Pursuant to such Rules, the Distributor is
required to limit aggregate initial sales charges and asset-based sales
charges to 6.25% of total gross sales of shares.
<PAGE>

The Distribution Plan will continue in effect from year to year,
provided that its continuance is approved at least annually by
a vote of the Board of Trustees, including the Trustees
who are not "interested persons" of the Trust and have no
direct or indirect financial interest in the operation of the
Distribution Plan, cast in person at a meeting called for the purpose
of voting on such continuance. The Distribution Plan may be terminated
at any time, without penalty, by vote of a majority of those Trustees
that are not interested persons of the Trust or by vote of the holders
of a majority of the outstanding shares of the applicable class on not
more than 60-days' written notice to any other party to the Plan and
shall terminate automatically in the event of its assignment. The
Plan may not be amended to increase materially the amounts to be spent
for the services described herein without approval by the shareholders
of the applicable class, and all material amendments are required to be
approved by the Board of Trustees. Pursuant to the Plan, the Board of
Trustees will review at least quarterly a written report of the
distribution expenses incurred on behalf of each class of shares of the
Fund. The report will include an itemization of the distribution expenses
and the purpose of such expenditures.

For the fiscal year ended march 31, 1998, the Fund paid $5,470 for
distribution-related expenses pursuant to the Fund's Distribution Plan.
Out of that total amount $2,500 was spent on printing and mailing of
prospectuses to prospective shareholders and $2,369 was spent as
compensation to dealers. No interested person of the Fund or interested
Trustee had a direct or indirect financial interest in the operation of
the Fund's Distribution Plan.
<PAGE>

TRUSTEES AND OFFICERS

The Trustees and executive officers of the Fund and their principal
occupations for the last five years are set forth below. Each Trustee
who is an "interested person," as that term is defined in the 1940 Act,
of the Fund is indicated by an asterisk.

G. Andrew Bjurman and O. Thomas Barry, III share the office of the
presidency of the Trust. They are jointly vested in full executive
authority under the Trust's By-Laws.

NAME AGE POSITION WITH PRINCIPAL OCCUPATION
FUND

G. Andrew Bjurman/*/ 50 Co-President; Mr. Bjurman joined George D.
George D. Bjurman & Trustee Bjurman & Associates when it
Associates was founded in 1970 as Vice
10100 Santa Monica President and Portfolio
Boulevard, Suite 1200 Manager. At that time he
Los Angeles, CA assumed responsibility for the
90067-4103 portfolio management of
institutional accounts. From
1974 to 1978 he acted as
Executive Vice President and
Senior Portfolio Manager. In
1978 he assumed his present
responsibilities as President
and Chief Executive Officer of
the firm. He is currently a
member of the Adviser's Investment
Policy Committee. In 1977 he
became both a Chartered
Financial Analyst and a
Chartered Investment Counselor.

O. Thomas Barry, III/*/ 53 Co-President; Mr. Barry, III, joined the firm
George D. Bjurman & Trustee in 1978 as Vice President and
Associates Senior Portfolio Manager. In
10100 Santa Monica 1979 he became Executive Vice
Boulevard, Suite 1200 President and assumed the
Los Angeles, CA responsibilities of Director of
90067-4103 Research. He is a member of
the Adviser's Investment Policy
Committee. In 1982 he became
the Senior Executive Vice
President and in 1985 he also
became Chief Investment Officer.
Prior to joining the firm, Mr.
Barry acted as Senior
Investment Officer and
Portfolio Manager for Security
Pacific National Bank in Los
Angeles and was a member of the
Stock Selection Committee. In
1977 he became a Chartered
Financial Analyst and in 1978 a
Chartered Investment Counselor.

Donald W. Hudson, Jr. 53 Trustee; Mr. Hudson has been a Senior
CB Commercial Real Chairman of Vice-President of CB Commercial
Estate Audit Real Estate since 1993. Prior
21700 Oxnard Street Committee to that Mr. Hudson was
Suite 200 Associate Vice President of
Woodland Hills, CA Cushman Realty, a commercial
91367 real estate firm.

Joseph E. Maiolo 60 Trustee Mr. Maiolo is an industrial real
INCO Commercial estate broker/developer. He is
Brokerage a principal of INCO Commercial
14700 Firestone Brokerage, Joseph E. Maiolo &
Boulevard, #111 Associates, Inc. and Penta Pacific
La Mirada, CA Properties, Los Angeles.
90638

William Wallace 51 Trustee Mr. Wallace is involved in
Wallace Properties residential real estate. He is
5288 South Franklin Vice President of Wallace
Circle Properties.
Greenwood Village, CO
80121

<PAGE>

COMPENSATION TABLE
Trustees and Officers

Aggregate Compensation Total Compensation
from Trust for Fiscal Year Ending From Trust and Fund Complex
3/31/98 Paid to Trustees /1/

Joseph E. Maiolo $4,500 $3,375
Donald W. Hudson, Jr. $4,500 $3,375
William Wallace $4,500 $3,375
G. Andrew Bjurman/*/ $ 0 $ 0
O. Thomas Barry, III/*/ $ 0 $ 0

* This Trustee is considered an "Interested Person" of the Trust as
defined under the 1940 Act.

/1/ This amount represents the aggregate amount of
compensation paid to the Trustees for service on the Board of
Trustees for the calendar year ended December 31, 1997. There are no
other funds in the Fund Complex.

No officer or Trustee of the Trust who is also an officer or employee
of the Adviser receives any compensation from the Trust for services to
the Trust. The Trust pays each Trustee who is not affiliated with the
Adviser a fee of $4,500 per year, and reimburses each Trustee and
officer for out-of-pocket expenses in connection with travel and
attendance at such meetings.

PRINCIPAL SHAREHOLDERS

As of July 1, 1998, the Trustees and officers, as a group,
beneficially owned 10,179 shares (2.7%) of the Fund.

As of July 1, 1998, the following persons owned of record or
beneficially more than 5% of the outstanding voting shares of the Fund:

Name & Address Percentage
Charles Schwab & Company, Inc. /*/ /1/ 42.0%
FBO Customers San Francisco, CA

Donaldson Lufkin & Jenrette /2/ 6.9%
Jersey City, NJ

* Person deemed to control the Fund within the meaning of the 1940 Act.

/1/ Charles Schwab & Co., Inc. is a discount broker-dealer acting as a nominee
for registered investment advisers whose clients have purchased shares of the
Fund and also holds shares for the benefit of its clients.

/2/ Donaldson Lufkin & Jenrette Securities Corporation is a broker-dealer
holding shares for the benefit of its clients.

<PAGE>

NET ASSET VALUE

The net asset value per share is computed by dividing the value of the
assets of the Fund, less its liabilities, by the number of shares
outstanding.

Portfolio securities are valued and net asset value per share is
determined as of the close of regular trading on the New York Stock
Exchange ("NYSE"), which currently is 4:00 p.m. (Eastern Time), on each
day the NYSE is open for trading. The NYSE is open for trading every
day except Saturdays, Sundays and the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.
Additionally, if any of the aforementioned holidays falls on a
Saturday, the NYSE will not be open for trading on the preceding Friday
and when such holiday falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual business conditions
exist, such as the ending of a monthly or the yearly accounting period.

TAXES

The following is only a summary of certain federal tax considerations
generally affecting the Fund and its shareholders that are not
described in the Prospectus, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax
advisers with specific reference to their own tax situations, including
their state and local tax liabilities. Paul, Hastings, Janofsky
and Walker, LLP, legal counsel to the Fund, has expressed no
opinion in respect thereof. Non-U.S. investors should consult
their tax advisers concerning the tax consequences of
ownership of shares of the Fund, including the possibility
that distributions may be subject to a 30% U.S. withholding tax.

Federal Income Tax
The following discussion of federal income tax consequences is based on
the Internal Revenue Code of 1986, as amended ("the Code"), court
decisions and published administrative materials from the Internal
Revenue Service and as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative
changes or court decisions, may significantly change the conclusions
expressed herein, and may have a retroactive effect with respect to the
transactions contemplated herein.

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

In the case of corporate shareholders, distributions from the Fund may
qualify for the corporate dividends-received deduction to the extent
the Fund designates the amount distributed as a qualifying dividend.
Availability of the dividends-received deduction is subject to certain
holding period and debt-financing limitations.

Distributions of net capital gains (i.e., the excess of net long-term
capital gains over net short-term capital losses) by the Fund are
taxable to the recipient shareholders as a long-term capital gain,
without regard to the length of time a shareholder has held Fund
shares. Capital gain distributions are not eligible for the
dividends-received deduction referred to in the preceding paragraph.

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

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

If the Fund fails to qualify as a RIC for any taxable year, it will be
subject to tax on its taxable income at regular corporate rates. In
such an event, distributions from the Fund (to the extent of its
current and accumulated "earnings and profits") generally would be
eligible for the corporate dividends-received deduction for corporate
shareholders.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

The Fund does not have an obligation to place orders with any
broker-dealer or group of broker-dealers in the execution of
transactions in portfolio securities. Subject to policies established
by the Trustees, the Adviser is responsible for placing the orders to
execute transactions for the Fund. In placing orders, it is the policy
of the Fund to seek to obtain the best execution taking into account
such factors as price (including the applicable dealer spread), the
size, type and difficulty of the transaction involved, the firm's
general execution and operational facilities, the firm's risk in
positioning the securities involved, the Adviser's past experience in
placing orders through the firm, and the firm's research capabilities.
While the Adviser generally seeks reasonably competitive spreads, the
Fund will not necessarily be paying the lowest spread available for a
particular transaction.

For the fiscal year ended March 31, 1998, the Fund incurred total brokerage
commissions of $15,069.
<PAGE>

The Fund and the Adviser may direct portfolio transactions to persons
or firms because of research and investment services provided by such
persons or firms if the commissions or spreads on the transactions are
reasonable in relation to the value of the investment information
provided. Among such research and investment services are those that
brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on companies
and industries. Such research provides lawful and appropriate
assistance to the Adviser in the performance of its investment
decision-making responsibilities. The Adviser may use these services
in connection with all of its investment activities, and some services
obtained in connection with the Fund's transactions may be used in
connection with other investment advisory clients of the Adviser,
including other mutual funds and other series of the Trust, if any.

The Fund may invest in securities that are traded exclusively in the
over-the-counter market. The Fund may also purchase securities listed
on a national securities exchange through the "third market" (i.e.,
through markets other than the exchanges on which the securities are
listed). When executing transactions in the over-the-counter market or
the third market, the Adviser will seek to execute transactions through
brokers or dealers that, in the Adviser's opinion, will provide the
best overall price and execution so that the resultant price to the
Fund is as favorable as possible under prevailing market conditions.

It is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through
brokers or dealers. However, the Adviser may place portfolio orders
with qualified broker-dealers who recommend the Fund to clients, and
may, when a number of brokers and dealers can provide best net results
on a particular transaction, consider such recommendations by a broker
or dealer in selecting among broker-dealers.

It is possible that purchases or sales of securities for the Fund also
may be considered for other clients of the Adviser or its affiliates,
including the other series of the Trust, if any. Any transactions in
such securities at or about the same time will be allocated among the
Fund and such other clients in a manner deemed equitable to all by the
Adviser, taking into account the respective sizes of the Fund and the
other clients' accounts, and the amount of securities to be purchased
or sold. It is recognized that it is possible that in some cases this
procedure could have a detrimental effect on the price or volume of the
security so far as the Fund is concerned. However, in other cases, it
is possible that the ability to participate in volume transactions and
to negotiate lower commissions will be beneficial to the Fund.

PERFORMANCE INFORMATION

In General
From time to time, the Fund may include general comparative
information, such as statistical data regarding inflation, securities
indices or the features or performance of alternative investments, in
advertisements, sales literature and reports to shareholders. The Fund
may also include calculations, such as hypothetical compounding
examples or tax-free compounding examples, which describe hypothetical
investment results in such communications. Such performance examples
will be based on an express set of assumptions and are not indicative
of the performance of the Fund.
<PAGE>

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

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

Average Annual Total Return = P (1 + T)n = ERV

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

P = hypothetical initial payment of $1,000.

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

T = average annual total return.

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

Aggregate Total Return = [ (ERV/P) - 1 ]

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

P = hypothetical initial payment of $1,000.

The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain
distributions on the reinvestment dates during the period. The ending
redeemable value (variable "ERV" in each formula) is determined by
assuming complete redemption of the hypothetical investment and the
deduction of all nonrecurring charges at the end of the period covered
by the computations. Since performance will fluctuate, performance data
for the Fund should not be used to compare an investment in the Fund's
shares with bank deposits, savings accounts and similar investment
alternatives which often provide an agreed-upon or guaranteed fixed
yield for a stated period of time. Shareholders should remember that
performance is generally a function of the kind and quality of the
instruments held in a portfolio, portfolio maturity, operating expenses
and market conditions.

Based upon the foregoing calculations, the average annual total return for the
Bjurman Micro-Cap Growth Fund for the fiscal year ended March 31, 1998 was
70.17%.
<PAGE>

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

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

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

OTHER INFORMATION

Limitation of Trustees' Liability
The Trust Instrument provides that a Trustee shall be personally liable
only to the Trust for any act, omission or obligation of the Trust or
Trustee. A Trustee will not be liable for any act or omission of any
officer, employee, agent or investment adviser of the Trust. The Trust
Instrument also provides that the Trust will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with
actual or threatened litigation in which they may be involved because
of their offices with the Trust unless it is determined in the manner
provided in the Trust Instrument that they have not acted in good faith
in the reasonable belief that their actions were in the best interests
of the Trust. However, nothing in the Trust Instrument shall protect
or indemnify a Trustee against any liability for his or her willful
misfeasance, bad faith, gross negligence or reckless disregard of his
or her duties. All Trustee's liability is further subject to the
limitations imposed by the 1940 Act.

Independent Accountants
Deloitte & Touche LLP, 1000 Wilshire Boulevard, Los Angeles,
California, 90017-2472, has been selected as the independent
accountants for the Fund. Deloitte & Touche LLP provides audit and tax
services. The books of the Fund will be audited at least once a year
by Deloitte & Touche LLP.

Reports to Shareholders
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
the Fund's independent accountants. Inquiries regarding the Fund may
be directed to First Data Investor Services Group, Inc. at (800)
227-7264.

FINANCIAL STATEMENTS

The Fund's audited annual financial statements, including the
notes thereto, dated March 31, 1998, are incorporated by reference
from the Fund's March 31, 1998 Annual Report to Shareholders.