CNI CHARTER FUNDS, 485BPOS, 2000-02-29

CNI CHARTER FUNDS
485BPOS, 2000-02-29

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<PAGE>

As filed with the Securities and Exchange Commission on February 29, 2000
File Nos. 333-16093
811-7923

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14

CNI CHARTER FUNDS
(Exact Name of Registrant as Specified in its Charter)

400 North Roxbury Drive
Beverly Hills, California 90210
(Address of Principal Executive Office)

(800) 708-8881
(Registrant's Telephone Number, Including Area Code)

WILLIAM SOUZA, ESQ.
400 North Roxbury Drive
Beverly Hills, California 90210
(Name and Address of Agent for Service)
-------------------------

It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485(b)
---
on ___________ pursuant to Rule 485(b)
---
60 days after filing pursuant to Rule 485(a)(1)
---
75 days after filing pursuant to Rule 485(a)(2)
---
on ___________ pursuant to Rule 485(a)(1)
---

----------

Please Send Copy of Communications to:

MITCHELL E. NICHTER, ESQ.
KELVIN K. LEUNG, ESQ.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104
(415) 835-1600

<PAGE>

CNI CHARTER FUNDS

CONTENTS OF THE POST-EFFECTIVE AMENDMENT

This Post-Effective Amendment to the registration statement of the Registrant
contains the following documents:

Facing Sheet

Contents of the Post-Effective Amendment

Part A - Prospectus for the Institutional Class shares of the CNI
Charter Prime Money Market Fund, CNI Charter Government Money
Market Fund and CNI Charter California Tax Exempt Money
Market Fund

Part A - Prospectus for the Class A shares of the CNI Charter Prime
Money Market Fund, CNI Charter Government Money Market Fund
and CNI Charter California Tax Exempt Money Market Fund

Part A - Prospectus for the Class S shares of the CNI Charter Prime
Money Market Fund, CNI Charter Government Money Market Fund
and CNI Charter California Tax Exempt Money Market Fund

Part B - Statement of Additional Information for the CNI Charter
Prime Money Market Fund, CNI Charter Government Money Market
Fund and CNI Charter California Tax Exempt Money Market Fund

Part C - Other Information

Signature Page

Exhibits

<PAGE>

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

PART A

PROSPECTUS FOR
INSTITUTIONAL CLASS SHARES OF

CNI CHARTER PRIME MONEY MARKET FUND
CNI CHARTER GOVERNMENT MONEY MARKET FUND
CNI CHARTER CALIFORNIA TAX EXEMPT MONEY MARKET FUND

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<PAGE>
[LOGO]

PRIME MONEY MARKET FUND
(formerly, the Money Market Fund)
GOVERNMENT MONEY MARKET FUND
(formerly, the Government Fund)
CALIFORNIA TAX EXEMPT MONEY MARKET FUND
(formerly, the California Tax Exempt Fund)
INSTITUTIONAL CLASS

PROSPECTUS
DATED FEBRUARY 29, 2000

INVESTMENT MANAGER:
CITY NATIONAL INVESTMENTS
A division of City National Bank

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

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

MUTUAL FUND SHARES ARE NOT FDIC INSURED. MUTUAL FUND SHARES ARE
NOT BANK DEPOSITS, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY
CITY NATIONAL BANK. INVESTING IN MUTUAL FUNDS INVOLVES RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
The Funds.......................................... 2
PRIME MONEY MARKET FUND
(THE "PRIME MONEY FUND")................... 2
GOVERNMENT MONEY MARKET FUND
(THE "GOVERNMENT MONEY FUND").............. 7
CALIFORNIA TAX EXEMPT MONEY MARKET FUND
(THE "CALIFORNIA MONEY FUND").............. 12

Management of the Funds............................ 18

Account Policies................................... 21

Understanding Earnings and Taxes................... 22

How to Buy and Sell Shares......................... 24

Financial Highlights............................... 28

Important Terms to Know............................ 29

For More Information ....................... back cover
</TABLE>

More detailed information on all subjects covered in this simplified prospectus
is contained within the STATEMENT OF ADDITIONAL INFORMATION ("SAI"). Investors
seeking more in-depth explanations of the CNI Charter Funds should request the
SAI and review it before purchasing shares.

This Prospectus offers Institutional Class shares of the Prime Money Fund, the
Government Money Fund and the California Money Fund (each a "Fund" and together,
the "Funds"). Only financial institutions and financial intermediaries may
purchase Institutional Class shares for their own account or on behalf of their
customers. The Funds also offer Class A and Class S shares which are subject to
the same management fee and other expenses but may be subject to different
distribution and/or shareholder servicing costs.

1
<PAGE>
THE FUNDS

PRIME MONEY FUND

OUR GOALS

The Prime Money Fund is a money market fund that seeks to provide current
income through low-risk investments. Also, the Prime Money Fund seeks to
maintain a $1.00 per share NAV. The goals of the Prime Money Fund can
only be changed with shareholder approval.

PRINCIPAL STRATEGY

We purchase liquid, high-quality, short-term debt securities in U.S.
dollar denominated money market instruments. The securities held by the
Prime Money Fund must, in our opinion, present minimal credit risk. The
Prime Money Fund invests in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

TYPES OF SECURITIES

The Prime Money Fund's principal investments are as follows:

- Certificates of deposit, time deposits;

- Commercial paper;

- Short-term corporate obligations; and

- Shares of investment companies that invest exclusively in the
same types of securities as we do (up to 10% of the Prime Money
Fund's total assets, with no more than 5% in any individual
investment company).

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Prime Money Fund may
invest.

2
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE PRIME MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

MAINTAINING THE NET ASSET VALUE -- We cannot guarantee that the Prime
Money Fund will be able to maintain a stable NAV of $1.00 per share. You
may lose money by investing in the Prime Money Fund.

NO FEDERAL GUARANTEES -- As with any money market fund, an investment in
the Prime Money Fund is not a deposit of a bank and is not insured,
guaranteed, or protected by the FDIC, Federal Reserve Board or any agency
of the U.S. Government.

THE EFFECT OF INTEREST RATES -- A money market fund's yield is affected
by short-term interest rate changes. When rates decline, the Prime Money
Fund's yield will typically fall, but less quickly than prevailing market
rates. When rates increase, the Prime Money Fund's yield will typically
rise, but not as quickly as market rates.

ISSUER DEFAULT -- We may not be able to maintain a $1.00 NAV if the
issuers of securities do not make their principal or interest payments on
time. We attempt to minimize the risk of default by purchasing only
highly rated securities.

DEFENSIVE INVESTMENTS -- The securities in which the Prime Money Fund
invests, and the strategies described in this Prospectus, are those that
the Prime Money Fund uses under normal conditions. During unusual
economic or market conditions, or for temporary defensive or liquidity
purposes, the Prime Money Fund may invest 100% of its assets in cash or
cash equivalents that would not ordinarily be consistent with the Prime
Money Fund's investment goals.

3
<PAGE>
PAST PERFORMANCE

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Prime Money Fund. Of course, the Prime
Money Fund's past performance does not necessarily indicate how the Prime
Money Fund will perform in the future.

This bar chart shows the performance of the Prime Money Fund's
Institutional class shares based on a calendar year.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
1999 4.67%
BEST WORST QUARTER
QUARTER 1.08%
1.26% (12/31/99)
(12/31/99)
<S> <C>
</TABLE>

This table shows the Prime Money Fund's average annual total returns for
the periods ending December 31, 1999.

<TABLE>
<CAPTION>
Since Inception
Institutional Shares 1 Year (3/23/98)
<S> <C> <C>
- -------------------------------------------------------------------------------------------------
Prime Money Fund 4.67% 4.85%
- -------------------------------------------------------------------------------------------------
</TABLE>

Call 1-888-889-0799 for the Prime Money Fund's most current 7-day yield.

4
<PAGE>
FEES AND EXPENSES OF THE PRIME MONEY FUND

This table describes the fees and expenses you may pay if you buy and
hold shares of the Prime Money Fund. You pay no sales charges or
transaction fees for buying or selling shares of the Prime Money Fund.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.25%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.30%
Total Other Expenses** 0.55%
------
Total Annual Fund Operating Expenses 0.80%
Fee Reduction and/or Expense Reimbursement (0.17%)
------
Net Expenses*** 0.63%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the Prime
Money Fund's net assets.

** Other expenses are based on estimated amounts for the current fiscal year
and differ from amounts in the preceding fiscal year.

*** The investment manager contractually agreed to limit its fees or
reimburse the Fund for expenses to the extent necessary to keep "Total
Annual Fund Operating Expenses" at or below 0.63% for the period prior to
March 31, 2001. For the past year, after reductions and reimbursements,
shareholders paid actual Total Annual Fund Operating Expenses of 0.63%.
The investment manager may remove this limit at any time after March 31,
2001. Any fee reductions or reimbursements may be repaid to the
investment manager within 3 years after they occur if such repayments can
be achieved within the Prime Money Fund's then current expense limit, if
any, for that year and if certain other conditions are satisfied.

5
<PAGE>
EXAMPLE

The Example is intended to help you compare the cost of investing in the
Prime Money Fund with the cost of investing in other money market funds.
It assumes that you invest $10,000 in the Prime Money Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return
each year and that the Prime Money Fund's operating expenses are 0.63%
for the first year and 0.80% for the remaining years in the 3, 5 and 10
year examples. Your actual costs may be higher or lower. The Example
should not be considered a representation of past or future expenses or
performance.

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$64 $239 $428 $975
</TABLE>

6
<PAGE>
GOVERNMENT MONEY FUND

OUR GOALS

The Government Money Fund is a money market fund that seeks to preserve
your principal and maintain a high degree of liquidity while providing
current income. Also, the Government Money Fund seeks to maintain a $1.00
per share NAV. The goals of the Government Money Fund can only be changed
with shareholder approval.

PRINCIPAL STRATEGIES

We purchase liquid, high-quality, short-term U.S. government bonds and
notes. The securities held by the Government Money Fund must, in our
opinion, present minimal credit risk. The Government Money Fund invests
in compliance with industry-standard requirements for money market funds
for the quality, maturity and diversification of investments.

Using a top-down strategy and bottom-up security selection, we seek
securities with an acceptable maturity that are marketable and liquid and
offer competitive yields. We also consider factors such as the
anticipated level of interest rates and the maturity of individual
securities relative to the maturity of the Government Money Fund as a
whole.

TYPES OF SECURITIES

The Government Money Fund invests primarily in money market instruments
including:

- U.S. Treasury Obligations;

- Obligations issued or guaranteed as to principal and interest
by the agencies or instrumentalities of the U.S. Government;
and

- Repurchase agreements involving these obligations.

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Government Money Fund may
invest.

7
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE GOVERNMENT MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

MAINTAINING THE NET ASSET VALUE -- We cannot guarantee that the
Government Money Fund will be able to maintain a stable NAV of $1.00 per
share. You may lose money by investing in the Government Money Fund.

NO FEDERAL GUARANTEES -- As with any money market fund, an investment in
the Government Money Fund is not a deposit of a bank and is not insured,
guaranteed, or protected by the FDIC, Federal Reserve Board or any agency
of the U.S. Government.

THE EFFECT OF INTEREST RATES -- A money market fund's yield is affected
by short-term interest rate changes. When rates decline, the Government
Money Fund's yield will typically fall, but less quickly than prevailing
market rates. When rates increase, the Government Money Fund's yield will
typically rise, but not as quickly as market rates.

DEFENSIVE INVESTMENTS -- The securities in which the Government Money
Fund invests, and the strategies described in this Prospectus, are those
that the Government Money Fund uses under normal conditions. During
unusual economic or market conditions, or for temporary defensive or
liquidity purposes, the Government Money Fund may invest 100% of its
assets in cash or cash equivalents that would not ordinarily be
consistent with the Government Money Fund's investment goals.

8
<PAGE>
PAST PERFORMANCE

As of the date of this prospectus, Institutional Class shares of the
Government Money Fund have not been offered for sale. Returns for the
Institutional Class shares will be presented after January 1, 2002, when
the Institutional Class shares will have been in existence for one
complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the Government Money Fund's most current 7-day
yield.

9
<PAGE>
FEES AND EXPENSES OF THE GOVERNMENT MONEY FUND

This table describes the fees and expenses you may pay if you buy and
hold shares of the Government Money Fund. You pay no sales charges or
transaction fees for buying or selling shares of the Government Money
Fund.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.26%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.14%
Total Other Expenses** 0.39%
-----
Total Annual Fund Operating Expenses*** 0.65%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the
Government Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
Government Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 0.63%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the Government
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

10
<PAGE>
EXAMPLE

The Example is intended to help you compare the cost of investing in the
Government Money Fund with the cost of investing in other money market
funds. It assumes that you invest $10,000 in the Government Money Fund
for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a
5% return each year and that the Government Money Fund's operating
expenses remain the same. Your actual costs may be higher or lower. The
Example should not be considered a representation of past or future
expenses or performance.

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$66 $209 $362 $810
</TABLE>

11
<PAGE>
CALIFORNIA MONEY FUND

OUR GOALS

The California Money Fund is a tax exempt money market fund that seeks to
preserve your principal and maintain a high degree of liquidity while
providing current income that is exempt from federal, and to the extent
possible, California personal income tax. Also, the California Money Fund
seeks to maintain a $1.00 per share NAV. The goals of the California
Money Fund can only be changed with shareholder approval.

PRINCIPAL STRATEGIES

We purchase liquid, high-quality, short-term California municipal money
market securities. We invest at least 80% of the California Money Fund's
net assets in municipal money market securities that pay interest that is
expected to be exempt from federal income tax and which is not a
preference item for purposes of the federal alternative minimum tax (the
"AMT"). This may mean that, although we do not intend to, up to 20% of
the securities we may invest in may be subject to the AMT. We invest at
least 65% of the California Money Fund's net assets in municipal
obligations the interest on which is exempt from California personal
income tax. The securities held by the California Money Fund must, in our
opinion, present minimal credit risk. The California Money Fund invests
in compliance with industry-standard requirements for money market funds
for the quality, maturity and diversification of investments.

12
<PAGE>
TYPES OF SECURITIES

The California Money Fund invests primarily in money market instruments
including:

- Securities that pay interest which is not a preference item for
purposes of federal alternative minimum tax;

- Municipal obligations that pay interest which is expected to be
exempt from California personal income taxes; and

- High-quality municipal bonds, notes and tax exempt commercial
paper. High-quality bonds are those rated within the two
highest grades by nationally recognized statistical rating
organizations such as Standard & Poor's Ratings Group and/or
Moody's Investors Services, or equivalent quality for unrated
securities.

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the California Money Fund may
invest.

13
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE CALIFORNIA MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

MAINTAINING THE NET ASSET VALUE -- We cannot guarantee that the
California Money Fund will be able to maintain a stable NAV of $1.00 per
share. You may lose money by investing in the California Money Fund.

NO FEDERAL GUARANTEES -- As with any money market fund, an investment in
the California Money Fund is not a deposit of a bank and is not insured,
guaranteed, or protected by the FDIC, Federal Reserve Board or any agency
of the U.S. Government.

CALIFORNIA RISK FACTORS -- The California Money Fund may be subject to
greater risks than other tax exempt money market funds that are
diversified across issuers located in a number of states. Because the
California Money Fund concentrates its investments in California
municipal securities, the California Money Fund is vulnerable to changes
in California's economy that may lessen the ability of California
municipal bond issuers to pay interest and principal on their bonds.

TAXES -- Although one of the California Money Fund's goals is to provide
income exempt from federal and California state personal income taxes,
some of its income may be subject to the alternative minimum tax.

THE EFFECT OF INTEREST RATES -- A money market fund's yield is affected
by short-term interest rate changes. When rates decline, the California
Money Fund's yield will typically fall, but less quickly than prevailing
market rates. When rates increase, the California Money Fund's yield will
typically rise, but not as quickly as market rates.

14
<PAGE>
ISSUER DEFAULT -- We may not be able to maintain a $1.00 NAV if the
issuers of securities do not make their principal or interest payments on
time. We attempt to minimize the risk of default by purchasing only
highly rated securities.

DEFENSIVE INVESTMENTS -- At the discretion of the investment manager or
subadviser to the California Money Fund, the California Money Fund may
invest up to 100% of its assets in municipal obligations of states other
than California or taxable money market securities for temporary
liquidity or defensive purposes. Such a stance may help the California
Money Fund minimize or avoid losses during adverse market, economic or
political conditions. During such a period, the California Money Fund may
not achieve its investment goals.

PAST PERFORMANCE

As of the date of this prospectus, Institutional Class shares of the
California Money Fund have not been offered for sale. Returns for the
Institutional Class shares will be presented after January 1, 2002, when
the Institutional Class shares will have been in existence for one
complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the California Money Fund's most current 7-day
yield.

15
<PAGE>
FEES AND EXPENSES OF THE CALIFORNIA MONEY FUND

This table describes the fees and expenses you may pay if you buy and
hold shares of the California Money Fund. You pay no sales charges or
transaction fees for buying or selling shares of the California Money
Fund.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.27%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.20%
Total Other Expenses** 0.45%
-----
Total Annual Fund Operating Expenses*** 0.72%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the
California Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
California Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 0.55%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the California
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

16
<PAGE>
EXAMPLE

The Example is intended to help you compare the cost of investing in the
California Money Fund with the cost of investing in other money market
funds. It assumes that you invest $10,000 in the California Money Fund
for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a
5% return each year and that the California Money Fund's operating
expenses remain the same. Your actual costs may be higher or lower. The
Example should not be considered a representation of past or future
expenses or performance.

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$74 $231 $401 $894
</TABLE>

17
<PAGE>
MANAGEMENT OF THE FUNDS

INVESTMENT MANAGER

City National Bank ("CNB") is the Funds' investment manager. As
investment manager, CNB provides the Funds with investment management
services. CNB has provided trust and fiduciary services to individuals
and businesses for over 30 years through its trust and investment
division, City National Investments ("CNI"). CNI currently provides
investment management services to individuals, pension and profit sharing
plans, endowments, and foundations. As of January 31, 2000, CNI had
approximately $13.8 billion in assets under administration and $4.2
billion in assets under management.

CNB, founded in the early 1950's, is a federally chartered commercial
bank with approximately $7.2 billion in assets as of January 31, 2000. It
is a wholly-owned subsidiary of City National Corporation, a New York
Stock Exchange listed company. CNB's address is 400 North Roxbury Drive,
Beverly Hills, California 90210.

CNI receives a fee for its investment management services at an annual
rate of 0.25% of average annual net assets of the Prime Money Fund, 0.26%
of average annual net assets of the Government Money Fund and 0.27% of
average annual net assets of the California Money Fund.

Under current law, the appointment of a new subadviser generally would
require the approval of a Fund's shareholders. Although CNB does not
currently intend to replace any of the current subadvisers, CNB is
applying for an exemptive order from the Securities and Exchange
Commission. This order would permit CNB, subject to certain conditions
required by the SEC, to replace the current subadviser to the Government
Money Fund or the California Money Fund, respectively, with a new
subadviser with the approval of the Board of Trustees, but without
obtaining shareholder approval. Shareholders, however, will be notified
of any change in any of the subadvisers and be provided with information
regarding any new subadviser. An order from the SEC granting this
exemption benefits shareholders by

18
<PAGE>
enabling the Funds to operate in a less costly and more efficient manner.
CNB has the ultimate responsibility to monitor the subadvisers and
recommend their hiring, termination and replacement.

SUBADVISERS

Wellington Management Company, LLP ("Wellington") currently serves as the
Government Money Fund's subadviser pursuant to a subadvisory agreement
between the investment manager and Wellington. Under the subadvisory
agreement, Wellington provides investment advisory and portfolio
management services to the Government Money Fund. Wellington is located
at 75 State Street, Boston, Massachusetts 02109. Wellington and its
predecessor organizations have provided investment advisory service to
investment companies since 1928 and to investment counseling clients
since 1960. As of December 31, 1999, Wellington had discretionary
management authority with respect to over $235 billion in assets.

Weiss, Peck & Greer, L.L.C. ("WP&G") currently serves as the California
Money Fund's subadviser pursuant to a subadvisory agreement between the
investment manager and WP&G. Under the subadvisory agreement, WP&G
provides investment advisory and portfolio management services to the
California Money Fund. WP&G is located at One New York Plaza, New York,
New York 10004. WP&G has been in the investment management business since
1970, and engages in investment management, venture capital management
and management buyouts. Since its founding, WP&G has been active in
managing portfolios of tax exempt securities. As of January 31, 2000,
WP&G has assets under management totaling over $18 billion.

19
<PAGE>
ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT

SEI Investments Mutual Funds Services (the "Administrator") serves as
administrator and fund accountant to the Funds. The Administrator is
located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI
Investments Fund Management (the "Transfer Agent") serves as transfer
agent for the Funds. The Transfer Agent is located at 530 East Swedesford
Road, Wayne, Pennsylvania 19087. Both can be reached at 1-888-889-0799.

DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor") serves as the Funds'
distributor pursuant to a distribution agreement with the Funds. The
Distributor is located at One Freedom Valley Drive, Oaks, Pennsylvania,
19456 and can be reached at 1-888-889-0799.

20
<PAGE>
ACCOUNT POLICIES

HOW WE PRICE SHARES -- Shares of each Fund are priced at NAV, which is
expected to remain constant at $1.00. The NAV is calculated by adding the
values of all securities and other assets of each Fund, subtracting the
liabilities, and dividing the net amount by the number of outstanding
shares. Securities are valued at amortized cost, which approximates
market value.

WHEN SHARES ARE PRICED -- NAV calculations are made once each day,
usually by 4:30 p.m. for the Prime Money Fund and the Government Money
Fund, and by 2:00 p.m. for the California Money Fund. All times are
Eastern time. Shares may be purchased on any day that the New York Stock
Exchange and the Federal Reserve are open for business. Shares, however,
cannot be purchased by Federal Reserve wire on days when either the New
York Stock Exchange or Federal Reserve is closed. More details about how
we calculate each Fund's NAV are in the Statement of Additional
Information.

REPORTING FUND PERFORMANCE -- From time to time a Fund may advertise its
yield and effective yield. Performance figures are based upon historical
results and are not intended to indicate future performance.

SHAREHOLDER SERVICES -- Each Fund has adopted a shareholder service plan
that allows the Funds to pay service fees for services provided to
Institutional Class shareholders. Because these fees are paid out of a
Fund's assets continuously, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges. Shareholder servicing fees under the plan, as a percentage of
average daily net assets, are 0.25% for Institutional Class shares of the
Funds.

If you have any questions about any Fund, please call the Funds at
1-888-889-0799.

21
<PAGE>
UNDERSTANDING EARNINGS AND TAXES

DECLARING AND PAYING DIVIDENDS -- We will declare dividends each day the
NAV is calculated, pay dividends on the last business day of each month,
and pay net capital gain, if any, once a year. Following their fiscal
year end (October 31), the Funds may make additional distributions to
avoid the imposition of a tax.

WHEN DO DIVIDENDS ACCRUE? -- Your dividends begin to accrue on the day of
purchase for shares bought before 4:30 p.m. for the Prime Money Fund and
the Government Money Fund, and before 2:00 p.m. for the California Money
Fund. All times are Eastern time. Your dividends begin to accrue on the
following day for shares purchased after these cut-off times. We will not
credit you with dividends for shares on the day you sell them.

DISTRIBUTION OPTIONS -- We will automatically reinvest your dividends in
additional full or fractional shares, unless you instruct us in writing
prior to the date of distribution of your election to receive payment in
cash. Your election will be effective for all dividends and distributions
paid after we receive your written notice. To cancel your election,
please send us another written notice. Proceeds from distributions will
normally be wired to your broker-dealer or financial institution on the
business day after distributions are credited to your account.

DIVIDENDS AND DISTRIBUTIONS -- IRS rules require that each Fund
distribute all of its net investment income and capital gains, if any, to
shareholders. You may receive income dividends and capital-gain
distributions for which you will owe taxes even if you choose to reinvest
the dividends (unless you invest solely through a tax-advantaged account
such as an IRA or a 401(k) plan). Income dividends and capital-gain
distributions are paid to all shareholders who maintain accounts with
each Fund as of each dividend or distribution record date.

22
<PAGE>
TAX CONSIDERATIONS -- Capital gains may be taxable at different rates
depending upon the length of time a Fund holds its assets. We will inform
you about the character of any dividends and capital gains upon payment.
After the close of each calendar year, we will advise you of the tax
status of distributions. Each Fund's distributions, whether received in
cash or reinvested, may be taxable. Any redemption of a Fund's shares or
any exchange of a Fund's shares for another Fund will be treated as a
sale, and any gain on the transaction may be taxable. BE SURE TO CONSULT
YOUR TAX ADVISOR ABOUT THE SPECIFIC TAX IMPLICATIONS OF YOUR INVESTMENTS.
FOR ADDITIONAL INFORMATION REGARDING TAX CONSIDERATIONS, SEE THE SAI.

CALIFORNIA MONEY FUND -- The California Money Fund intends to continue
paying what are called "exempt-interest dividends" to shareholders by
maintaining, as of the close of each quarter of its taxable year, at
least 50% of the value of its assets in municipal bonds. If the
California Money Fund satisfies this requirement, any distributions paid
to shareholders from its net investment income will be exempt from
federal and California income tax, to the extent that it derives its net
investment income from interest on municipal bonds. Any distributions
paid from other sources of net investment income, such as market
discounts on certain municipal bonds, will be treated as ordinary income
by the IRS.

BACKUP WITHHOLDING -- You must provide your broker-dealer or financial
institution with your social security or tax identification number on
your account application form and specify whether or not you are subject
to backup withholding. Otherwise, you may be subject to backup
withholding at a rate of 31%.

23
<PAGE>
HOW TO BUY AND SELL SHARES

Here are the details you should know about buying and selling shares:

HOW TO PLACE AN ORDER

You may place an order with:

- an approved broker-dealer;

- any other approved financial institution; or

- the transfer agent as described below.

ORDERING THROUGH A BROKER-DEALER OR FINANCIAL INSTITUTION (EACH AN
"AUTHORIZED INSTITUTION") -- You may purchase shares through accounts
with Authorized Institutions that are authorized to place trades in Fund
shares for their customers. If you invest through an Authorized
Institution, you will have to follow its procedures which may be
different from the procedures for investing directly. Your Authorized
Institution may charge a fee for its services, in addition to the fees
charged by the Funds. You will also generally have to address your
correspondence or questions regarding the Funds to your Authorized
Institution.

ORDERING THROUGH THE TRANSFER AGENT -- Financial institutions and
intermediaries may purchase shares of the Funds by placing orders
directly with the Transfer Agent. Financial institutions and
intermediaries should call the Transfer Agent at 1-888-889-0799 for
further information and to coordinate the establishment of an account
directly with the Transfer Agent.

WHEN ORDERS WILL BE COMPLETED -- You may have to transmit purchase or
exchange requests to your Authorized Institution at an earlier time for
your transaction to become effective that day. This allows the Authorized
Institution time to process your request and transmit it to the Funds.
For more information about how to purchase or exchange Fund shares
through your Authorized Institution, you should contact your Authorized
Institution directly.

24
<PAGE>
If we receive your purchase order before 4:30 p.m. for the Prime Money
Fund and the Government Money Fund, and before 2:00 p.m. for the
California Money Fund (all times are Eastern time), we will execute your
purchase order at that day's NAV. If we receive your purchase order after
these cut-off times, we will execute your purchase order at the next
day's NAV. Your shares will be bought only after we receive a properly
completed order with full payment.

PURCHASE MINIMUMS -- You may buy shares of a Fund for an initial amount
of $100,000. This is the required minimum account balance. You may buy
additional shares for $1,000 or more.

MINIMUM ACCOUNT BALANCES -- If your account balance in a Fund drops below
$100,000 because of redemptions, the Fund may redeem your shares.
However, the Fund will always give you at least 30 days' written notice
to give you time to add to your account and avoid involuntary redemption
of your shares.

In order to reach or maintain these purchase and account minimums, your
Authorized Institution may aggregate your purchase with the purchases of
its other clients. Further exceptions to the purchase and account
minimums may be made at our discretion.

PAYMENT RESTRICTIONS -- We only accept payments by wire in U.S. funds.
Cash, checks and third-party checks will not be accepted. Consult with
your Authorized Institution about their acceptable methods of payment.

BUYING SHARES

FIRST TIME AND SUBSEQUENT PURCHASES -- If you do not place your order
through the Transfer Agent as explained above, you will have to follow
your Authorized Institution's procedures for transacting with the Funds.
Contact your Authorized Institution for more information.

BY WIRE -- If you order through the Transfer Agent, you may call the
Funds at 1-888-889-0799 to buy shares by wire. Wires must be received by
us through

25
<PAGE>
the Federal Reserve wire system before it closes (generally, 4:00 p.m.
Eastern time) or we will not be able to process your order that day. If
you buy shares through your Authorized Institution, your Authorized
Institution may charge its own wiring fees.

SELLING SHARES

GENERAL INFORMATION -- If you have bought shares through the Transfer
Agent, you may sell those shares by calling the Transfer Agent at
1-888-889-0799. You may also sell your shares through your Authorized
Institution. You will have to follow their procedures. Contact your
Authorized Institution for more information.

GENERAL RESTRICTIONS -- We may suspend the right to sell shares or
postpone payment for a sale of shares when either the New York Stock
Exchange or the Federal Reserve's Fedline System is closed or restricted.
We reserve the right to reject any order that is not received in proper
form. For example, if we are unable to determine how many shares you wish
to sell, we may not execute your order. We will provide you or your
Authorized Institution with notice of any deficiency in your sell request
so that you may correct the deficiency. You will receive the next
calculated NAV once your sell request is corrected.

OTHER REDEMPTION OPTIONS -- Under conditions where cash redemptions are
detrimental to a Fund and its shareholders, we reserve the right to make
redemptions in readily marketable securities other than cash. In unusual
circumstances, a Fund may temporarily suspend the processing of sell
requests, or postpone payments of proceeds for up to seven days, as
permitted by federal securities laws. Please see the SAI for a more
detailed discussion.

26
<PAGE>
CONFIRMING AUTHENTICITY -- We will make every effort to verify that a
telephone order is authentic. To do so, we may:

- ask for a form of personal identification or written
confirmation of instructions; and

- tape record your telephone instructions.

We reserve the right to refuse a telephone order if we cannot reasonably
confirm the authenticity of the instructions. You may, however, redeem
your shares by writing to the Funds or by following your Authorized
Institution's procedures. Contact your Authorized Institution or the
Funds at 1-888-889-0799.

LIABILITY -- We may be liable for losses from unauthorized or fraudulent
orders only if reasonable steps are not taken to verify a telephone
order's authenticity.

EXCHANGING SHARES

You may exchange shares of a Fund for Institutional Class shares of any
other CNI Charter Fund in which you are eligible to invest. You should
contact the Authorized Institution through which you purchased your
shares, or the Transfer Agent, if applicable, and follow its instructions
to place an exchange order. When you exchange shares, you are really
selling your shares and buying other shares, so your sale price and
purchase price will be based on the NAV next calculated after we receive
your exchange request.

27
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you
understand the Prime Money Fund's financial performance. Information for
the period ending October 31, 1999 has been audited by KPMG LLP, whose
report, along with the Funds' financial statements, are included in the
1999 Annual Report (available upon request; see the back cover of this
prospectus). Information for the year ended October 31, 1998 was audited
by other independent accountants, whose report is not included here.
Information presented in the financial highlights is for a share
outstanding throughout each period. The total return figures in the
tables represent the rate an investor would have earned (or lost) on an
investment in the Prime Money Fund (assuming reinvestment of all
dividends and distributions). As the Institutional Class shares of the
Government Money Fund and California Money Fund were not in existence at
October 31, 1999, no financial highlights have been presented.

<TABLE>
<CAPTION>
PRIME MONEY FUND PRIME MONEY FUND
INSTITUTIONAL CLASS, INSTITUTIONAL CLASS,
YEAR ENDED PERIOD ENDED
OCT. 31, 1999 OCT. 31, 1998*
-------------------- --------------------
<S> <C> <C>
NET ASSET VALUE BEGINNING OF PERIOD $ 1.00 $ 1.00
Net Investment Income 0.045 0.029
Distributions from Net Investment Income (0.045) (0.029)
NET ASSET VALUE END OF PERIOD $ 1.00 $ 1.00
TOTAL RETURN 4.61% 3.11%

Net Assets End of Period (000's) $137,659 $133,428
Ratio of Expenses to Average Net Assets ** 0.63% 0.63%
Ratio of Net Income to Average Net Assets
** 4.51% 4.99%
Ratio of Expenses to Average Net Assets
(Excluding Waivers) ** 0.79% 0.78%
---------------------------------------------------------------------------------------
* Prime Money Fund Institutional Class shares commenced operations on March 23, 1998.

**Annualized.
</TABLE>

28
<PAGE>
IMPORTANT TERMS TO KNOW

"We", "Us" and "Our" means the CNI Charter Funds.

"You" and "Your" means the prospective investor or current shareholder.

"Liquidity" means the ability to turn investments into cash.

"Quality" means the credit rating given to a security by a nationally
recognized rating organization.

"Yield" means the interest rate you would receive if you kept your
investment in a Fund for a year. It is based on the current interest
rate for a trailing seven-day period.

"Effective Yield" means the interest rate, compounded weekly, you would
receive if you kept your investment in a Fund for a year.

"NAV" means net asset value, which is the share price for a share of a
Fund.

29
<PAGE>
FOR MORE INFORMATION

CNI CHARTER FUNDS

Additional information is available free of charge in the STATEMENT OF
ADDITIONAL INFORMATION ("SAI"). The SAI is incorporated by reference (legally
considered part of this document). In the Funds' Annual Report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Funds' investments during their last fiscal year. Additional
information about the Funds' performance is available in the Funds' Annual and
Semi-Annual Reports. To receive a free copy of this Prospectus, the SAI, or the
Annual and Semi-Annual Reports (when available), please contact:

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-888-889-0799

INFORMATION ABOUT THE FUNDS MAY REVIEWED AND COPIED:

- - at the SEC's Public Reference Room in Washington, D.C. at 1-202-942-8090;

- - on the EDGAR database on the SEC's Internet site at www.sec.gov; or

- - by written request (including duplication fee) to the Public Reference
Section of the SEC, Washington, D.C. 20549-6009 or by electronic request at
[email protected].

FOR THE CURRENT SEVEN-DAY YIELD, OR IF YOU HAVE QUESTIONS ABOUT THE FUNDS,
PLEASE CALL 1-888-889-0799.

The Funds' Investment Company Act file
number: 811-07923.

[LOGO]

PRIME MONEY MARKET FUND
GOVERNMENT MONEY MARKET FUND
CALIFORNIA TAX EXEMPT MONEY MARKET FUND
INSTITUTIONAL CLASS

PROSPECTUS
DATED FEBRUARY 29, 2000

CNI-F-019-01
<PAGE>

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

PART A

PROSPECTUS FOR
CLASS A SHARES OF

CNI CHARTER PRIME MONEY MARKET FUND
CNI CHARTER GOVERNMENT MONEY MARKET FUND
CNI CHARTER CALIFORNIA TAX EXEMPT MONEY MARKET FUND

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

<PAGE>
[LOGO]

PROSPECTUS
DATED FEBRUARY 29, 2000

INVESTMENT MANAGER:
CITY NATIONAL INVESTMENTS
A division of City National Bank

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

Management of the Funds............................ 18

Account Policies................................... 21

Understanding Earnings and Taxes................... 23

How to Buy and Sell Shares......................... 25

Financial Highlights............................... 28

Important Terms to Know............................ 29

For More Information ....................... back cover
</TABLE>

This Prospectus offers Class A shares of the Prime Money Fund, the Government
Money Fund and the California Money Fund (each a "Fund" and together, the
"Funds"). Class A shares are intended for individual investors, partnerships,
corporations and other accounts that have short- term investment needs. The
Funds also offer Institutional Class and Class S shares which are subject to the
same management fee and other expenses but may be subject to different
distribution and/or shareholder servicing costs.

1
<PAGE>
THE FUNDS

PRIME MONEY FUND

OUR GOALS

PRINCIPAL STRATEGY

TYPES OF SECURITIES

The Prime Money Fund's principal investments are as follows:

- Certificates of deposit, time deposits;

- Commercial paper;

- Short-term corporate obligations; and

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Prime Money Fund may
invest.

2
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE PRIME MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

MAINTAINING THE NET ASSET VALUE -- We cannot guarantee that the Prime
Money Fund will be able to maintain a stable NAV of $1.00 per share. You
may lose money by investing in the Prime Money Fund.

3
<PAGE>
PAST PERFORMANCE

Class A shares of the Prime Money Fund were first offered for sale in
October 1999. Returns for the Class A shares will be presented after
January 1, 2001, when the Class A shares will have been in existence for
one complete calendar year (I.E., January-December). The bar chart and
the performance table provided below are for the Institutional
Class shares of the Prime Money Fund, which are not offered in this
prospectus. The Class A shares of the Prime Money Fund would have
slightly lower annual returns in spite of the fact that the shares are
invested in the same portfolio of securities because the classes do not
have the same expenses. The returns below illustrate the risks and
volatility of an investment in the Prime Money Fund. Of course, the Prime
Money Fund's past performance does not necessarily indicate how the Prime
Money Fund will perform in the future.

This bar chart shows the performance of the Prime Money Fund's
Institutional class shares based on a calendar year.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
1999 4.67%
BEST WORST QUARTER
QUARTER 1.08%
1.26% (6/30/99)
(12/31/99)
<S> <C>
</TABLE>

This table shows the Prime Money Fund's average annual total returns for
the periods ending December 31, 1999.

Call 1-888-889-0799 for the Prime Money Fund's most current 7-day yield.

4
<PAGE>
FEES AND EXPENSES OF THE PRIME MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.25%
Distribution (12b-1) Fee 0.50%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.30%
Total Other Expenses** 0.55%
-----
Total Annual Fund Operating Expenses*** 1.30%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the Prime
Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the Prime
Money Fund for expenses to the extent necessary to keep Total Annual Fund
Operating Expenses at or below 0.85%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the Prime
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

5
<PAGE>
EXAMPLE

The Example is intended to help you compare the cost of investing in the
Prime Money Fund with the cost of investing in other money market funds.
It assumes that you invest $10,000 in the Prime Money Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return
each year and that the Prime Money Fund's operating expenses remain the
same. Your actual costs may be higher or lower. The Example should not be
considered a representation of past or future expenses or performance.

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$132 $412 $713 $1,568
</TABLE>

6
<PAGE>
GOVERNMENT MONEY FUND

OUR GOALS

PRINCIPAL STRATEGIES

TYPES OF SECURITIES

The Government Money Fund invests primarily in money market instruments
including:

- U.S. Treasury Obligations;

- Obligations issued or guaranteed as to principal and interest
by the agencies or instrumentalities of the U.S. Government;
and

- Repurchase agreements involving these obligations.

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Government Money Fund may
invest.

7
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE GOVERNMENT MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

8
<PAGE>
PAST PERFORMANCE

Class A shares of the Government Money Fund were first offered for sale
in June 1999. Returns for the Class A shares will be presented after
January 1, 2001, when the Class A shares will have been in existence for
one complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the Government Money Fund's most current 7-day
yield.

9
<PAGE>
FEES AND EXPENSES OF THE GOVERNMENT MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.26%
Distribution (12b-1) Fee 0.50%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.14%
Total Other Expenses** 0.39%
-----
Total Annual Fund Operating Expenses*** 1.15%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the
Government Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
Government Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 0.85%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the Government
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

10
<PAGE>
EXAMPLE

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$117 $365 $633 $1,398
</TABLE>

11
<PAGE>
CALIFORNIA MONEY FUND

OUR GOALS

PRINCIPAL STRATEGIES

12
<PAGE>
TYPES OF SECURITIES

The California Money Fund invests primarily in money market instruments
including:

- Securities that pay interest which is not a preference item for
purposes of federal alternative minimum tax;

- Municipal obligations that pay interest which is expected to be
exempt from California personal income taxes; and

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the California Money Fund may
invest.

13
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE CALIFORNIA MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

PAST PERFORMANCE

Class A shares of the California Money Fund were first offered for sale
in June 1999. Returns for the Class A shares will be presented after
January 1, 2001, when the Class A shares will have been in existence for
one complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the California Money Fund's most current 7-day
yield.

15
<PAGE>
FEES AND EXPENSES OF THE CALIFORNIA MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<S> <C> <C>
Management Fee* 0.27%
Distribution (12b-1) Fee 0.50%
Other Expenses
Shareholder Servicing Fee 0.25%
Other Fund Expenses** 0.20%
Total Other Expenses** 0.45%
-----
Total Annual Fund Operating Expenses*** 1.22%
</TABLE>

* The "Management Fee" is an annual fee, payable monthly out of the
California Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
California Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 0.78%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the California
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

16
<PAGE>
EXAMPLE

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$124 $387 $670 $1,477
</TABLE>

17
<PAGE>
MANAGEMENT OF THE FUNDS

INVESTMENT MANAGER

SUBADVISERS

19
<PAGE>
ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT

DISTRIBUTOR

20
<PAGE>
ACCOUNT POLICIES

DISTRIBUTION PLAN -- The Funds have adopted a plan (the "Plan") for their
Class A shares under Rule 12b-1 of the Investment Company Act. The Plan
allows the Funds to pay distribution fees of 0.50% of annual net assets
for the sale and distribution of its shares. Although the Funds do not
have a front-end load, because the distribution fees are paid out of the
Funds' assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types
of sales charges.

21
<PAGE>
SHAREHOLDER SERVICES -- Each Fund has adopted a shareholder service plan
that allows the Funds to pay service fees for services provided to
Class A shareholders. Because these fees are paid out of a Fund's assets
continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales
charges. Shareholder servicing fees under the plan, as a percentage of
average daily net assets, are 0.25% for Class A shares of the Funds.

If you have any questions about any Fund, please call the Funds at
1-888-889-0799.

22
<PAGE>
UNDERSTANDING EARNINGS AND TAXES

23
<PAGE>
TAX CONSIDERATIONS -- Capital gains may be taxable at different rates
depending upon the length of time a Fund holds its assets. We will inform
you about the character of any dividends and capital gains upon payment.
After the close of each calendar year, we will advise you of the tax
status of distributions. Each Fund's distributions, whether received in
cash or reinvested, may be taxable. Any redemption of a Fund's shares or
any exchange of a Fund's shares for another Fund will be treated as a
sale, and any gain on the transaction may be taxable. BE SURE TO CONSULT
YOUR TAX ADVISOR ABOUT THE SPECIFIC TAX IMPLICATIONS OF YOUR INVESTMENTS.
FOR ADDITIONAL INFORMATION REGARDING TAX CONSIDERATIONS, SEE THE SAI.

24
<PAGE>
HOW TO BUY AND SELL SHARES

Here are the details you should know about buying and selling shares:

HOW TO PLACE AN ORDER

You may place an order with:

- an approved broker-dealer; or

- any other approved financial institution.

ORDERING THROUGH A BROKER-DEALER OR FINANCIAL INSTITUTION (EACH AN
"AUTHORIZED INSTITUTION") -- You may purchase shares through accounts
with Authorized Institutions that are authorized to place trades in Fund
shares for their customers. If you invest through an Authorized
Institution, you will have to follow its procedures. Your Authorized
Institution may charge a fee for its services, in addition to the fees
charged by the Funds. You will also generally have to address your
correspondence or questions regarding the Funds to your Authorized
Institution.

WHEN ORDERS WILL BE COMPLETED -- You may have to transmit purchase or
exchange requests to your Authorized Institution at an earlier time for
your transaction to become effective that day. This allows the Authorized
Institution time to process your request and transmit it to the Funds.
For more information about how to purchase or exchange fund shares
through your Authorized Institution, you should contact your Authorized
Institution directly.

If we receive your purchase order through your Authorized Institution
before 4:30 p.m. for the Prime Money Fund and the Government Money Fund,
and before 2:00 p.m. for the California Money Fund (all times are Eastern
time), we will execute your purchase order at that day's NAV. If we
receive your purchase order after these cut-off times, we will execute
your purchase order at the next day's NAV. Your shares will be bought
only after we receive a properly completed order with full payment.

25
<PAGE>
PURCHASE MINIMUMS -- You may buy shares of a Fund for an initial amount
of $100,000. This is the required minimum account balance. You may buy
additional shares for $1,000 or more.

MINIMUM ACCOUNT BALANCES -- If your account balance in a Fund drops below
$100,000 because of redemptions, that Fund may redeem your shares.
However, we will always give you at least 30 days' written notice to give
you time to add to your account and avoid the involuntary redemption of
your shares.

WIRING FEE -- The Authorized Institution placing your order may charge
its own wiring fees.

BUYING SHARES

FIRST TIME AND SUBSEQUENT PURCHASES -- You will have to follow your
Authorized Institution's procedures for transacting with the Funds.
Contact your Authorized Institution for more information.

SELLING SHARES

GENERAL INFORMATION -- You may sell your shares through your Authorized
Institution. You will have to follow their procedures. Contact your
Authorized Institution for more information.

GENERAL RESTRICTIONS -- We may suspend the right to sell shares or
postpone payment for a sale of shares when either the New York Stock
Exchange or the

26
<PAGE>
Federal Reserve's Fedline System is closed or restricted. We reserve the
right to reject any order that is not received in proper form. For
example, if we are unable to determine how many shares you wish to sell,
we may not execute your order. We will provide you or your Authorized
Institution with notice of any deficiency in your sell request so that
you may correct the deficiency. You will receive the next calculated NAV
after your sell request is corrected.

OTHER REDEMPTION OPTIONS -- Under conditions where cash redemptions are
detrimental to a Fund and its shareholders, we reserve the right to make
redemptions in readily marketable securities other than cash. In unusual
circumstances, a Fund may temporarily suspend the processing of sell
requests, or postpone payments of proceeds for up to seven business days,
as permitted by federal securities laws. Please see the SAI for a more
detailed discussion.

EXCHANGING SHARES

You may exchange shares of a Fund for Class A shares of any other CNI
Charter Fund for which you are eligible to invest. You should contact the
Authorized Institution through which you purchased your shares and follow
its instructions to place an exchange order. When you exchange shares,
you are really selling your shares and buying other shares, so your sale
price and purchase price will be based on the NAV next calculated after
we receive your exchange request.

27
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you
understand the Funds' financial performance. Information for the period
ending October 31, 1999 has been audited by KPMG LLP, whose report, along
with the Funds' financial statements, are included in the 1999 Annual
Report (available upon request; see the back cover of this prospectus).
Information presented in the financial highlights is for a share
outstanding throughout each period. The total return figures in the
tables represent the rate an investor would have earned (or lost) on an
investment in the relevant Fund (assuming reinvestment of all dividends
and distributions).

<TABLE>
<CAPTION>
PRIME MONEY GOVERNMENT MONEY CALIFORNIA MONEY
FUND CLASS A, FUND CLASS A, FUND CLASS A,
PERIOD ENDED PERIOD ENDED PERIOD ENDED
OCT. 31, 1999* OCT. 31, 1999** OCT. 31, 1999**
--------------- ---------------- ----------------
<S> <C> <C> <C>
NET ASSET VALUE BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.002 0.016 0.008
Distributions from Net Investment
Income (0.002) (0.016) (0.008)
NET ASSET VALUE END OF PERIOD $ 1.00 $ 1.00 $ 1.00
TOTAL RETURN 0.18% 1.58% 0.79%

Net Assets End of Period (000's) $4,942 $1,512,137 $533,244
Ratio of Expenses to Average
Net Assets*** 0.85% 0.85% 0.78%
Ratio of Net Income to Average
Net Assets*** 4.62% 4.33% 2.17%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)*** 1.30% 1.15% 1.21%
------------------------
* Prime Money Fund Class A shares commenced operations on October 18,
1999.

** Government Money Fund Class A shares and California Money Fund
Class A shares commenced operations on June 21, 1999.

*** Annualized.
</TABLE>

28
<PAGE>
IMPORTANT TERMS TO KNOW

"We", "Us" and "Our" means the CNI Charter Funds.

"You" and "Your" means the prospective investor or current shareholder.

"Liquidity" means the ability to turn investments into cash.

"Quality" means the credit rating given to a security by a nationally
recognized rating organization.

"Yield" means the interest rate you would receive if you kept your
investment in a Fund for a year. It is based on the current interest
rate for a trailing seven-day period.

"Effective Yield" means the interest rate, compounded weekly, you would
receive if you kept your investment in a Fund for a year.

"NAV" means net asset value, which is the share price for a share of a
Fund.

29
<PAGE>
FOR MORE INFORMATION

CNI CHARTER FUNDS

Additional information is available free of charge in the STATEMENT OF
ADDITIONAL INFORMATION ("SAI"). The SAI is incorporated by reference (legally
considered part of this document). In the Funds' Annual Report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Funds' performance during their last fiscal year. Additional
information about the Funds' investments is available in the Funds' Annual and
Semi-Annual Reports. To receive a free copy of this Prospectus, the SAI, or the
Annual and Semi-Annual Reports (when available), please contact:

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-888-889-0799

INFORMATION ABOUT THE FUNDS MAY REVIEWED AND COPIED:

- - at the SEC's Public Reference Room in Washington, D.C. at 1-202-942-8090;

- - on the EDGAR database on the SEC's Internet site at www.sec.gov; or

- - by written request (including duplication fee) to the Public Reference
Section of the SEC, Washington, D.C. 20549-6009 or by electronic request at
[email protected].

FOR THE CURRENT SEVEN-DAY YIELD, OR IF YOU HAVE QUESTIONS ABOUT THE FUNDS,
PLEASE CALL 1-888-889-0799.

The Funds' Investment Company Act file
number: 811-07923.

[LOGO]

PRIME MONEY MARKET FUND
GOVERNMENT MONEY MARKET FUND
CALIFORNIA TAX EXEMPT MONEY MARKET FUND
CLASS A

PROSPECTUS
DATED FEBRUARY 29, 2000

CNI-F- 017-01

<PAGE>

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

PART A

PROSPECTUS FOR
CLASS S SHARES OF

CNI CHARTER PRIME MONEY MARKET FUND
CNI CHARTER GOVERNMENT MONEY MARKET FUND
CNI CHARTER CALIFORNIA TAX EXEMPT MONEY MARKET FUND

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

<PAGE>
[LOGO]

PROSPECTUS
DATED FEBRUARY 29, 2000

INVESTMENT MANAGER:
CITY NATIONAL INVESTMENTS
A division of City National Bank

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

Management of the Funds............................ 18

Account Policies................................... 21

Understanding Earnings and Taxes................... 23

How to Buy and Sell Shares......................... 25

Financial Highlights............................... 28

Important Terms to Know............................ 29

For More Information ....................... back cover
</TABLE>

This Prospectus offers Class S shares of the Prime Money Fund, the Government
Money Fund and the California Money Fund (each a "Fund" and together, the
"Funds"). Class S Shares are retail shares of the Fund and are intended for
investors who have funds on deposit with City National Bank. Class S Shares are
primarily designed as "Sweep" shares -- by which investors are able to invest
deposited funds overnight or for short periods of time. The Funds also offer
Institutional Class and Class A shares which are subject to the same management
fee and other expenses but may be subject to different distribution and/or
shareholder servicing costs.

1
<PAGE>
THE FUNDS

PRIME MONEY FUND

OUR GOALS

PRINCIPAL STRATEGY

TYPES OF SECURITIES

The Prime Money Fund's principal investments are as follows:

- Certificates of deposit, time deposits;

- Commercial paper;

- Short-term corporate obligations; and

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Prime Money Fund may
invest.

2
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE PRIME MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

MAINTAINING THE NET ASSET VALUE -- We cannot guarantee that the Prime
Money Fund will be able to maintain a stable NAV of $1.00 per share. You
may lose money by investing in the Prime Money Fund.

3
<PAGE>
PAST PERFORMANCE

Class S shares of the Prime Money Fund were first offered for sale in
October 1999. Returns for the Class S shares will be presented after
January 1, 2001, when the Class S shares will have been in existence for
one complete calendar year (I.E., January-December). The bar chart and
the performance table provided below are for the Institutional
Class shares of the Prime Money Fund, which are not offered in this
prospectus. The Class S shares of the Prime Money Fund would have
slightly lower annual returns in spite of the fact that the shares are
invested in the same portfolio of securities because the classes do not
have the same expenses. The returns below illustrate the risks and
volatility of an investment in the Prime Money Fund. Of course, the Prime
Money Fund's past performance does not necessarily indicate how the Prime
Money Fund will perform in the future.

This bar chart shows the performance of the Prime Money Fund's
Institutional class shares based on a calendar year.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
1999 4.67%
BEST WORST QUARTER
QUARTER 1.08%
1.26% (6/30/99)
(12/31/99)
<S> <C>
</TABLE>

This table shows the Prime Money Fund's average annual total returns for
the periods ending December 31, 1999.

Call 1-888-889-0799 for the Prime Money Fund's most current 7-day yield.

4
<PAGE>
FEES AND EXPENSES OF THE PRIME MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

* The "Management Fee" is an annual fee, payable monthly out of the Prime
Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the Prime
Money Fund for expenses to the extent necessary to keep Total Annual Fund
Operating Expenses at or below 1.05%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the Prime
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

5
<PAGE>
EXAMPLE

The Example is intended to help you compare the cost of investing in the
Prime Money Fund with the cost of investing in other money market funds.
It assumes that you invest $10,000 in the Prime Money Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return
each year and that the Prime Money Fund's operating expenses remain the
same. Your actual costs may be higher or lower. The Example should not be
considered a representation of past or future expenses or performance.

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$132 $412 $713 $1,568
</TABLE>

6
<PAGE>
GOVERNMENT MONEY FUND

OUR GOALS

PRINCIPAL STRATEGIES

TYPES OF SECURITIES

The Government Money Fund invests primarily in money market instruments
including:

- U.S. Treasury Obligations;

- Obligations issued or guaranteed as to principal and interest
by the agencies or instrumentalities of the U.S. Government;
and

- Repurchase agreements involving these obligations.

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the Government Money Fund may
invest.

7
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE GOVERNMENT MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

8
<PAGE>
PAST PERFORMANCE

Class S shares of the Government Money Fund were first offered for sale
in October 1999. Returns for the Class S shares will be presented after
January 1, 2001, when the Class S shares will have been in existence for
one complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the Government Money Fund's most current 7-day
yield.

9
<PAGE>
FEES AND EXPENSES OF THE GOVERNMENT MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

* The "Management Fee" is an annual fee, payable monthly out of the
Government Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
Government Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 1.05%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the Government
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

10
<PAGE>
EXAMPLE

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$117 $365 $633 $1,398
</TABLE>

11
<PAGE>
CALIFORNIA MONEY FUND

OUR GOALS

PRINCIPAL STRATEGIES

12
<PAGE>
TYPES OF SECURITIES

The California Money Fund invests primarily in money market instruments
including:

- Securities that pay interest which is not a preference item for
purposes of federal alternative minimum tax;

- Municipal obligations that pay interest which is expected to be
exempt from California personal income taxes; and

Please review the SAI for more detailed descriptions of these principal
investments and other securities in which the California Money Fund may
invest.

13
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE CALIFORNIA MONEY FUND

As with any money market fund, there are risks to investing. We cannot
guarantee that we will meet our investment goals. Here are the principal
risks to consider:

PAST PERFORMANCE

Class S shares of the California Money Fund were first offered for sale
in November 1999. Returns for the Class S shares will be presented after
January 1, 2001, when the Class S shares will have been in existence for
one complete calendar year (I.E., January-December).

Call 1-888-889-0799 for the California Money Fund's most current 7-day
yield.

15
<PAGE>
FEES AND EXPENSES OF THE CALIFORNIA MONEY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

* The "Management Fee" is an annual fee, payable monthly out of the
California Money Fund's net assets.

** Estimated for the current fiscal year.

*** The "Total Annual Fund Operating Expenses" is an estimate and may be
higher or lower than that outlined above. In any event, the investment
manager has voluntarily agreed to limit its fees or reimburse the
California Money Fund for expenses to the extent necessary to keep Total
Annual Fund Operating Expenses at or below 0.98%. Any waiver of fees or
reimbursements may be repaid to the investment manager within three years
after they occur if such repayments can be achieved within the California
Money Fund's current expense limit, if any, for that year and if certain
other conditions are satisfied.

16
<PAGE>
EXAMPLE

Based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
- --------------- ------- ------- --------
$124 $387 $670 $1,477
</TABLE>

17
<PAGE>
MANAGEMENT OF THE FUNDS

INVESTMENT MANAGER

SUBADVISERS

19
<PAGE>
ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT

DISTRIBUTOR

20
<PAGE>
ACCOUNT POLICIES

DISTRIBUTION PLAN -- The Funds have adopted a plan (the "Plan") for their
Class S shares under Rule 12b-1 of the Investment Company Act. The Plan
allows the Funds to pay distribution fees of 0.50% of annual net assets
for the sale and distribution of its shares. Although the Funds do not
have a front-end load, because the distribution fees are paid out of the
Funds' assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types
of sales charges.

21
<PAGE>
SHAREHOLDER SERVICES -- Each Fund has adopted a shareholder service plan
that allows the Funds to pay service fees for services provided to
Class S shareholders. Because these fees are paid out of a Fund's assets
continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales
charges. Shareholder servicing fees under the plan, as a percentage of
average daily net assets, are 0.25% for Class S shares of the Funds.

If you have any questions about any Fund, please call the Funds at
1-888-889-0799.

22
<PAGE>
UNDERSTANDING EARNINGS AND TAXES

24
<PAGE>
HOW TO BUY AND SELL SHARES

Here are the details you should know about buying and selling shares:

HOW TO PLACE AN ORDER

You may place an order with:

- an approved broker-dealer; or

- any other approved financial institution.

ORDERING THROUGH A BROKER-DEALER OR FINANCIAL INSTITUTION (EACH AN
"AUTHORIZED INSTITUTION") -- You may purchase shares through accounts
with Authorized Institutions that are authorized to place trades in Fund
shares for their customers. If you invest through an Authorized
Institution, you will have to follow its procedures. Your Authorized
Institution may charge a fee for its services, in addition to the fees
charged by the Funds. You will also generally have to address your
correspondence or questions regarding the Funds to your Authorized
Institution.

WHEN ORDERS WILL BE COMPLETED -- You may have to transmit purchase or
exchange requests to your Authorized Institution at an earlier time for
your transaction to become effective that day. This allows the Authorized
Institution time to process your request and transmit it to the Funds.
For more information about how to purchase or exchange fund shares
through your Authorized Institution, you should contact your Authorized
Institution directly.

25
<PAGE>
PURCHASE MINIMUMS -- You may buy shares of a Fund for an initial amount
of $100,000. This is the required minimum account balance. You may buy
additional shares for $1,000 or more.

WIRING FEE -- The Authorized Institution placing your order may charge
its own wiring fees.

BUYING SHARES

FIRST TIME AND SUBSEQUENT PURCHASES -- You will have to follow your
Authorized Institution's procedures for transacting with the Funds.
Contact your Authorized Institution for more information.

SELLING SHARES

GENERAL INFORMATION -- You may sell your shares through your Authorized
Institution. You will have to follow their procedures. Contact your
Authorized Institution for more information.

GENERAL RESTRICTIONS -- We may suspend the right to sell shares or
postpone payment for a sale of shares when either the New York Stock
Exchange or the

OTHER REDEMPTION OPTIONS -- Under conditions where cash redemptions are
detrimental to a Fund and its shareholders, we reserve the right to make
redemptions in readily marketable securities other than cash. In unusual
circumstances, a Fund may temporarily suspend the processing of sell
requests, or postpone payments of proceeds for up to seven business days,
as permitted by federal securities laws. Please see the SAI for a more
detailed discussion.

EXCHANGING SHARES

You may exchange shares of a Fund for Class S shares of any other CNI
Charter Fund for which you are eligible to invest. You should contact the
Authorized Institution through which you purchased your shares and follow
its instructions to place an exchange order. When you exchange shares,
you are really selling your shares and buying other shares, so your sale
price and purchase price will be based on the NAV next calculated after
we receive your exchange request.

27
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
PRIME MONEY FUND GOVERNMENT MONEY
CLASS S SHARES, FUND CLASS S SHARES,
PERIOD ENDED PERIOD ENDED
OCT. 31, 1999* OCT. 31, 1999*
---------------- ---------------------
<S> <C> <C>
NET ASSET VALUE BEGINNING OF PERIOD $ 1.00 $ 1.00
Net Investment Income 0.001 0.003
Distributions from Net Investment
Income (0.001) (0.003)
NET ASSET VALUE END OF PERIOD $ 1.00 $ 1.00
TOTAL RETURN 0.07% 0.30%

Net Assets End of Period (000's) $ 562 $ 911
Ratio of Expenses to Average Net
Assets** 1.05% 1.05%
Ratio of Net Income to Average Net
Assets** 4.42% 4.30%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)** 1.30% 1.15%
----------------------------------------------------------------------------------
* Prime Money Fund Class S shares and Government Money Fund Class S shares
commenced operations on October 26, 1999.

**Annualized.
</TABLE>

28
<PAGE>
IMPORTANT TERMS TO KNOW

"We", "Us" and "Our" means the CNI Charter Funds.

"You" and "Your" means the prospective investor or current shareholder.

"Liquidity" means the ability to turn investments into cash.

"Quality" means the credit rating given to a security by a nationally
recognized rating organization.

"Yield" means the interest rate you would receive if you kept your
investment in a Fund for a year. It is based on the current interest
rate for a trailing seven-day period.

"Effective Yield" means the interest rate, compounded weekly, you would
receive if you kept your investment in a Fund for a year.

"NAV" means net asset value, which is the share price for a share of a
Fund.

29
<PAGE>
FOR MORE INFORMATION

CNI CHARTER FUNDS

Additional information is available free of charge in the STATEMENT OF
ADDITIONAL INFORMATION ("SAI"). The SAI is incorporated by reference (legally
considered part of this document). In the Funds' Annual Report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Funds' performance during their last fiscal year. Additional
information about the Funds' investments is available in the Funds' Annual and
Semi-Annual Reports. To receive a free copy of this Prospectus, the SAI, or the
Annual and Semi-Annual Reports (when available), please contact:

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-888-889-0799

INFORMATION ABOUT THE FUNDS MAY REVIEWED AND COPIED:

- - at the SEC's Public Reference Room in Washington, D.C. at 1-202-942-8090;

- - on the EDGAR database on the SEC's Internet site at www.sec.gov; or

- - by written request (including duplication fee) to the Public Reference
Section of the SEC, Washington, D.C. 20549-6009 or by electronic request at
[email protected].

FOR THE CURRENT SEVEN-DAY YIELD, OR IF YOU HAVE QUESTIONS ABOUT THE FUNDS,
PLEASE CALL 1-888-889-0799.

The Funds' Investment Company Act file number: 811-07923.

[LOGO]

PRIME MONEY MARKET FUND
GOVERNMENT MONEY MARKET FUND
CALIFORNIA TAX EXEMPT
MONEY MARKET FUND
CLASS S

PROSPECTUS
DATED FEBRUARY 29, 2000

CNI-F- 018-01

<PAGE>

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

PART B

STATEMENT OF ADDITIONAL INFORMATION

CNI CHARTER PRIME MONEY MARKET FUND
CNI CHARTER GOVERNMENT MONEY MARKET FUND
CNI CHARTER CALIFORNIA TAX EXEMPT MONEY MARKET FUND

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

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

CNI CHARTER FUNDS

400 North Roxbury Drive, Beverly Hills, California 90210

PRIME MONEY MARKET FUND

(formerly, the Money Market Fund)

GOVERNMENT MONEY MARKET FUND

(formerly, the Government Fund)

CALIFORNIA TAX EXEMPT MONEY MARKET FUND

(formerly, the California Tax Exempt Fund)

Institutional Class, Class A and Class S of Shares

February 29, 2000

This Statement of Additional Information is not a prospectus. You should read it
in conjunction with the Prospectuses dated February 29, 2000, which may be
amended from time to time, for the Prime Money Market Fund (the "Prime Money
Fund"), Government Money Market Fund (the "Government Money Fund") and the
California Tax Exempt Money Market Fund (the "California Money Fund"). The Prime
Money Fund, the Government Money Fund and the California Money Fund are
collectively referred to in this Statement of Additional Information as the
"Funds." The Funds are diversified investment portfolios of the CNI Charter
Funds (the "Trust"), an open-end, management investment company. The Trust was
formerly called the Berkeley Funds. Audited financial statements for the
relevant periods ended October 31, 1999 for each Fund, and October 31, 1998 for
the Prime Money Fund, as contained in the Annual Report to Shareholders of those
Funds for the fiscal year ended October 31, 1999, are incorporated herein by
reference.

To obtain a free copy of the above-referenced prospectuses, please contact SEI
Investments Fund Management (the "Transfer Agent") at 1-888-889-0799.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
INVESTMENT TECHNIQUES..........................................................2

INVESTMENT RESTRICTIONS.......................................................11

RISK CONSIDERATIONS...........................................................14

MANAGEMENT OF THE TRUST.......................................................20

PORTFOLIO TRANSACTIONS AND TURNOVER...........................................26

DISTRIBUTION AND TAXES........................................................27

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

YIELD.........................................................................31

DISTRIBUTION PLANS............................................................33

SHAREHOLDER SERVICE AGREEMENTS................................................35

EXPENSES......................................................................35

GENERAL INFORMATION...........................................................37

PRINCIPAL HOLDERS OF SECURITIES...............................................38

PURCHASE AND REDEMPTION OF SHARES.............................................40

OTHER INFORMATION.............................................................41

APPENDIX - RATINGS OF INVESTMENT SECURITIES....................................i
</TABLE>

<PAGE>

INVESTMENT TECHNIQUES

PRIME MONEY FUND

The Fund invests exclusively in the following types of U.S. dollar-denominated
money market instruments, which are deemed to mature in 397 days or less in
accordance with federal securities regulations and which the Investment Manager
has determined present minimal credit risk:

- Certificates of deposit, time deposits, notes and bankers'
acceptances of U.S. domestic banks (including their foreign
branches), Canadian chartered banks, U.S. branches of foreign
banks and foreign branches of foreign banks having total
assets of $5 billion or greater.

- Commercial paper, including asset-backed commercial paper,
rated in one of the two highest rating categories by Moody's
Investors Services ("Moody's), Standard and Poor's Corporation
("S&P"), Duff and Phelps Credit Rating Co. ("Duff"), Fitch
Investors Service, Inc. ("Fitch"), or any other nationally
recognized statistical rating organization ("NRSRO"); or
commercial paper or notes of issuers with an unsecured debt
issue outstanding currently rated in one of the two highest
rating categories by any NRSRO where the obligation is on the
same or a higher level of priority and collateralized to the
same extent as the rated issue.

- Other corporate obligations such as publicly traded bonds,
debentures, and notes rated in one of the two highest rating
categories by any NRSRO and other similar securities which, if
unrated by any NRSRO, are determined by the Investment
Manager, using guidelines approved by the Trust's Board of
Trustees of the Trust (the "Board of Trustees" or the
"Board"), to be at least equal in quality to one or more of
the above referenced securities.

- Obligations of, or guaranteed by, the U.S. or Canadian
governments, their agencies or instrumentalities.

- Repurchase agreements involving obligations that are suitable
for investment under the categories listed above.

<PAGE>

GOVERNMENT MONEY FUND

It is a fundamental policy of the Government Money Fund to invest, under normal
conditions, in (1) U.S. Treasury obligations; (2) obligations issued or
guaranteed as to principal and interest by the agencies or instrumentalities of
the U.S. Government; and (3) repurchase agreements involving these obligations.

CALIFORNIA MONEY FUND

It is a fundamental policy of the California Money Fund to invest, under normal
conditions, at least 80% of its net assets in municipal securities that produce
interest that, in the opinion of bond counsel, is exempt from federal income
tax. The California Money Fund will also invest, under normal conditions, at
least 80% of its net assets in securities the interest on which is not a
preference item for purposes of the federal alternative minimum tax (the "AMT").
Under normal conditions, at least 65% of the California Money Fund's assets will
be invested in municipal obligations the interest on which is exempt from
California state personal income tax. These constitute municipal obligations of
the State of California and its political subdivisions of municipal authorities
and municipal obligations issued by territories or possessions of the United
States. The California Money Fund may invest, under normal conditions, up to 20%
of its net assets in (1) municipal securities the interest on which is a
preference item for purposes of the AMT (although the California Money Fund has
no present intention of investing in such securities); and (2) taxable
investments.

The Investment Manager or the California Money Fund's Subadviser will not invest
25% or more of the California Money Fund's assets in municipal securities the
interest on which is derived from revenues of similar type projects. This
restriction does not apply to municipal securities in any of the following
categories: public housing authorities; general obligations of states and
localities; state and local housing finance authorities or municipal utilities
systems.

PERMITTED INVESTMENTS

ASSET-BACKED COMMERCIAL PAPER. The Prime Money Fund and the California Money
Fund can invest a portion of its assets in asset-backed commercial paper and
other Eligible Securities (as that term is defined below). The credit quality of
most asset-backed commercial paper depends primarily on the credit quality of
the assets underlying such securities, how well the entity issuing the security
is insulated from the credit risk of the originator (or any other affiliated
entities), and the amount and quality of any credit support provided to the
securities.

The Prime Money Fund and the California Money Fund each intends to obtain
repayment of asset-backed commercial paper from an identified pool of assets
including automobile receivables, credit-card receivables, and other types of
assets. Asset-backed commercial paper is issued by a special purpose vehicle
(usually a corporation) that has been established for the purpose of issuing the
commercial paper and purchasing the underlying pool of assets. The issuer of
commercial paper bears the direct risk of prepayment on the receivables
constituting the underlying pool of assets.

To lessen the effect of failures by obligors on these underlying assets to make
payments, such securities may contain elements of credit support. Credit support
for asset-backed securities may

<PAGE>

be based on the underlying assets or credit enhancements provided by a third
party. Credit enhancement techniques include letters of credit, insurance
bonds, limited guarantees and over-collateralization.

Credit support falls into two classes: liquidity protection and protection
against ultimate default on the underlying assets. Liquidity protection refers
to the provision of advances, generally by the entity administering the pool of
assets, to ensure that scheduled payments on the underlying pool are made in a
timely fashion. Protection against ultimate default ensures payment on at least
a portion of the assets in the pool. This protection may be provided through
guarantees, insurance policies, letters of credit obtained from third parties,
various means of structuring the transaction, or a combination of such
approaches. The degree of credit support provided on each issue is based
generally on historical information respecting the level of credit risk
associated with such payments. Delinquency or loss in excess of that anticipated
could adversely affect the return on an investment in an asset-backed security.

ASSET-BACKED SECURITIES. The Prime Money Fund and the California Money Fund may
invest in asset-backed securities. These types of securities represent a direct
or indirect participation in, or are secured by and payable from, pools of
assets, such as motor vehicle installment sales contracts, installment loan
contracts, leases of various types of real and personal property, and
receivables from revolving credit (e.g., credit card) agreements. Payments or
distributions of principal and interest on asset-backed securities may be
supported by credit enhancements, such as various forms of cash collateral
accounts or letters of credit. These securities are subject to the risk of
prepayment. Prepayments of principal of asset-backed securities affect the
average life of the asset-backed securities in a fund's portfolio. The level of
interest rates and other factors, including general economic conditions, affect
prepayments. In periods of rising interest rates, the prepayment rate tends to
decrease, lengthening the average life of a pool of asset-backed securities. In
periods of falling interest rates, the prepayment rate tends to increase,
shortening the average life of a pool. Reinvestment of prepayments may occur at
higher or lower interest rates than the original investment, affecting a fund's
yield. Thus, asset-backed securities may have less potential for capital
appreciation in periods of falling interest rates than other fixed-income
securities of comparable duration, although they may have a comparable risk of
decline in market value in periods of rising interest rates. Payment of
principal and interest may be largely dependent upon the cash flows generated by
the assets backing the securities.

BANK NOTES. The Prime Money Fund and the California Money Fund may invest in
bank notes, which are unsecured promissory notes representing debt obligations
that are issued by banks in large denominations.

BANKERS' ACCEPTANCES. The Prime Money Fund and the California Money Fund may
invest in bankers' acceptances. Bankers' acceptances are bills of exchange or
time drafts drawn on and accepted by a commercial bank. Corporations issue
bankers' acceptances to finance the shipment and storage of goods. Maturities
are generally six months or less.

CERTIFICATES OF DEPOSIT. The Prime Money Fund and the California Money Fund may
invest in certificates of deposit. Certificates of deposit are interest-bearing
instruments with specific maturities. They are issued by banks and savings and
loan institutions in exchange for

<PAGE>

the deposit of funds and normally can be traded in the secondary market prior
to maturity. Certificates of deposit with penalties for early withdrawal will
be considered illiquid.

COMMERCIAL PAPER. The Prime Money Fund and the California Money Fund may invest
in commercial paper and other securities that are issued in reliance on the
so-called "private placement" exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act") ("Section
4(2) paper"). Federal securities laws restrict the disposition of Section 4(2)
paper. Section 4(2) paper generally is sold to institutional investors, such as
the Prime Money Fund and the California Money Fund, who agree that they are
purchasing the paper for investment and not for public distribution. Any resale
of Section 4(2) paper by the purchaser must be in an exempt transaction and may
only be accomplished in accordance with Rule 144A under the Securities Act.
Section 4(2) paper normally may be resold to other institutional investors such
as the Prime Money Fund and the California Money Fund through or with the
assistance of the issuer or investment dealers who make a market in the Section
4(2) paper, thus providing liquidity. Because it is not possible to predict with
assurance exactly how this market for Section 4(2) paper sold and offered under
Rule 144A will continue to develop, the Investment Manager, or a Subadviser,
pursuant to guidelines approved by the Board, will monitor investments of the
Prime Money Fund and the California Money Fund in these securities, focusing on
such important factors as, among others, valuation, liquidity and availability
of information.

EURODOLLAR CERTIFICATES OF DEPOSIT AND FOREIGN SECURITIES. The Prime Money Fund
may invest in Eurodollar certificates of deposit and foreign securities. Before
investing in Eurodollar certificates of deposit, the Prime Money Fund will
consider their marketability, possible restrictions on international currency
transactions, and any regulations imposed by the domicile country of the foreign
issuer. Eurodollar certificates of deposit may not be subject to the same
regulatory requirements as certificates of deposit issued by U.S. banks, and
associated income may be subject to the imposition of foreign taxes, including
withholding taxes.

Investments in securities of foreign issuers or securities principally traded
overseas may involve certain special risks due to foreign economic, political,
and legal developments, including expropriation of assets or nationalization,
imposition of withholding taxes on dividend or interest payments, and possible
difficulty in obtaining and enforcing judgments against foreign entities.
Furthermore, issuers of foreign securities are subject to different, often less
comprehensive, accounting, reporting, and disclosure requirements than domestic
issuers. The securities of some foreign companies and foreign securities markets
are less liquid and at times more volatile than securities of comparable U.S.
companies and U.S. securities markets. Foreign brokerage commissions and other
fees are also generally higher than in the United States. There are also special
tax considerations which apply to securities of foreign issuers and securities
principally traded overseas. All such securities will be U.S. dollar
denominated.

FIXED INCOME SECURITIES. The Funds may invest in fixed income securities. Fixed
income securities are debt obligations issued by corporations, municipalities
and other borrowers. The market value of the Funds' fixed income investments
will change in response to interest rate changes and other factors. During
periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest

<PAGE>

rates, the values of such securities generally decline. Changes by recognized
rating agencies in the rating of any fixed income security and in the ability
of an issuer to make payments of interest and principal also affect the value
of these investments. Changes in the value of portfolio securities will not
necessarily affect cash income derived from these securities, but will affect
the Funds' net asset value.

INVESTMENT COMPANY SHARES. The Funds may invest in shares of other investment
companies to the extent permitted by applicable law and subject to certain
restrictions set forth in this Statement of Additional Information. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Funds. The Funds' purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, the Funds are prohibited from acquiring
the securities of another investment company if, as a result of such
acquisition: (1) a Fund owns more than 3% of the total voting stock of the other
company; (2) securities issued by any one investment company represent more than
5% of a Fund's total assets; or (3) securities (other than treasury stock)
issued by all investment companies represent more than 10% of the total assets
of the Fund.

MUNICIPAL SECURITIES. The California Money Fund may invest in municipal
securities. Municipal securities consist of (1) debt obligations issued by or on
behalf of public authorities to obtain funds to be used for various public
facilities, for refunding outstanding obligations, for general operating
expenses and for lending such funds to other public institutions and facilities,
and (2) certain private activity and industrial development bonds issued by or
on behalf of public authorities to obtain funds to provide for the construction,
equipment, repair or improvement of privately operated facilities.

General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the venues of a project or facility,
tolls from a toll bridge, for example. Certificates of participation represent
an interest in an underlying obligation or commitment such as an obligation
issued in connection with a leasing arrangement. The payment of principal and
interest on private activity and industrial development bonds generally is
dependent solely on the ability of the facility's user to meet its financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.

Municipal notes include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes and construction loan notes and participation
interests in municipal notes. Municipal bonds include general obligation bonds,
revenue or special obligation bonds, private activity and industrial development
bonds and participation interests in municipal bonds.

MUNICIPAL LEASES. The California Money Fund may invest in municipal leases. The
California Money Fund may invest in instruments, or participations in
instruments, issued in connection with lease obligations or installment purchase
contract obligations of municipalities ("municipal lease obligations"). Although
municipal lease obligations do not constitute general obligations of the issuing
municipality, such lease obligations are ordinarily backed by a municipality's
covenant to budget for, appropriate funds for, and make the payments due under

<PAGE>

the lease obligation. However, certain lease obligations contain
"non-appropriation" clauses, which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose in the relevant years. Municipal leases
will be treated as liquid only if they satisfy criteria set forth in guidelines
established by the Board of Trustees, and there can be no assurance that a
market will exist or continue to exist for any municipal lease obligations.

MUNICIPAL NOTES. The California Money Fund may invest in municipal notes.
Municipal notes consist of general obligation notes, tax anticipation notes
(notes sold to finance working capital needs of the issuer in anticipation of
receiving taxes on a future date), revenue anticipation notes (notes sold to
provide needed cash prior receipt of expected non-tax revenues from a specific
source), bond anticipation notes, tax and revenue anticipation notes,
certificates of indebtedness, demand notes and construction loan notes. The
maturities of the instruments at the time of issue will generally range from
three months to one year.

MUNICIPAL BONDS. The California Money Fund may invest in municipal bonds.
Municipal bonds are debt obligations issued to obtain funds for various public
purposes. The California Money Fund may purchase private activity or industrial
development bonds if the interest paid is exempt from federal income tax. These
bonds are issued by or on behalf of public authorities to raise money to finance
various privately-owned or -operated facilities for business and manufacturing,
housing, sports, and pollution control. These bonds are also used to finance
public facilities such as airports, mass transit systems, ports, parking or
sewage or solid waste disposal facilities, as well as certain other categories.
The payment of the principal and interest on such bonds is dependent solely on
the ability of the facility's user to meet its financial obligations and the
pledge, if any, of real and personal property so financed as security for such
payment.

REPURCHASE AGREEMENTS. The Funds may engage in repurchase agreements. Repurchase
agreements are agreements under which securities are acquired from a securities
dealer or bank subject to resale on an agreed upon date and at an agreed upon
price which includes principal and interest. The Funds or their agents will have
actual or constructive possession of the securities held as collateral for the
repurchase agreement. The Funds bear a risk of loss in the event the other party
defaults on its obligations and the Funds are delayed or prevented from
exercising their right to dispose of the collateral securities, or if the Funds
realize a loss on the sale of the collateral securities. The Investment Manager
or a Fund's Subadviser will enter into repurchase agreements on behalf of a Fund
only with financial institutions deemed to present minimal risk of bankruptcy
during the term of the agreement based on guidelines established and
periodically reviewed by the Board of Trustees. These guidelines currently
permit the Funds to enter into repurchase agreements with any bank the
Investment Manager or a Fund's Subadviser may recommend if it determines such
bank to be creditworthy. Repurchase agreements are considered to be loans
collateralized by the underlying security. Repurchase agreements entered into by
the Funds will provide that the underlying security at all times shall have a
value at least equal to 102% of the price stated in the agreement. This
underlying security will be marked to market daily. The Investment Manager
and/or a Fund's Subadviser will monitor compliance with this requirement. Under
all repurchase agreements entered into by the Funds, the Custodian or its agent
must take possession of the underlying collateral. However, if the seller
defaults, a Fund could realize a loss on the sale of the underlying security to
the extent

<PAGE>

the proceeds of the sale are less than the resale price. In addition, even
though the Bankruptcy Code provides protection for most repurchase
agreements, if the seller should be involved in bankruptcy or insolvency
proceedings, a Fund may incur delays and costs in selling the security and
may suffer a loss of principal and interest if the Fund is treated as an
unsecured creditor. Repurchase agreements, in some circumstances, may not be
tax exempt.

RULE 144A SECURITIES. The Prime Money Fund and the California Money Fund may
invest in Rule 144A securities. Rule 144A under the Securities Act establishes a
safe harbor from the registration requirements of the Securities Act for resales
of certain securities to qualified institutional buyers. Institutional markets
for restricted securities sold pursuant to Rule 144A in many cases provide both
readily ascertainable values for restricted securities and the ability to
liquidate an investment to satisfy share redemption orders. Such markets might
include automated systems for the trading, clearance and the settlement of
unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc. An
insufficient number of qualified buyers interested in purchasing Rule 144A
eligible restricted securities, however, could adversely affect the
marketability of such portfolio securities and result in a Fund's inability to
dispose of such securities promptly or at favorable prices.

The Board of Trustees may, in the future, delegate the function of making
day-to-day determination of liquidity to the Investment Manager or a Subadviser
pursuant to guidelines approved by the Board. The Investment Manager or a
Subadviser will take into account a number of factors in reaching liquidity
decisions, including, but not limited to: (1) the frequency of trades for the
security, (2) the number of dealers that quote prices for the security, (3) the
number of dealers that have undertaken to make a market in the security, (4) the
number of other potential purchasers, and (5) the nature of the security and how
trading is effected (e.g., the time needed to see the security, how bids are
solicited, and the mechanics of transfer.) To the extent the Investment Manager
or a Subadviser, according to the guidelines approved by the Board, determines a
Rule 144A eligible security to be liquid, such a security would not be subject
to percentage limit restriction of the Prime Money Fund and the California Money
Fund on illiquid securities investment.

STANDBY COMMITMENTS AND PUT TRANSACTIONS. The Government Money Fund and the
California Money Fund reserves the right to engage in standby commitments and
put transactions. The Investment Manager and the Subadvisers have the authority
to purchase securities at a price which would result in a yield to maturity
lower than that generally offered by the seller at the time of purchase when it
can simultaneously acquire the right to sell the securities back to the seller,
the issuer, or a third party (the "writer") at an agreed-upon price at any time
during a stated period or on a certain date. Such a right is generally denoted
as a "standby commitment" or a "put." The purpose of engaging in transactions
involving puts is to maintain flexibility and liquidity to permit a fund to meet
redemptions and remain as fully invested as possible in municipal securities.
The right to put the securities depends on the writer's ability to pay for the
securities at the time the put is exercised. The Government Money Fund and the
California Money Fund will limit put transactions to institutions that the
Investment Manager or a Subadviser believes present minimum credit risks. The
Investment Manager or a Subadviser would use its best efforts to initially
determine and continue to monitor the financial strength of the sellers of the
options by evaluating their financial statements and

<PAGE>

such other information as is available in the marketplace. It may, however,
be difficult to monitor the financial strength of the writers because
adequate current financial information may not be available. In the event
that any writer is unable to honor a put for financial reasons, a fund would
be a general creditor (i.e., on a parity with all other unsecured creditors)
of the writer. Furthermore, particular provisions of the contract between a
fund and the writer may excuse the writer from repurchasing the securities.
For example, a change in the published rating of the underlying securities or
any similar event that has an adverse effect on the issuer's credit or a
provision in the contract that the put will not be exercised except in
certain special cases, such as to maintain portfolio liquidity. A fund can,
however, at any time sell the underlying portfolio security in the open
market or wait until the portfolio security matures, at which time it should
realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any
time even though the put is outstanding, but the put itself, unless it is an
integral part of the security as originally issued, may not be marketable or
otherwise assignable. Therefore, the put would have value only to the writer.
Sale of the securities to third parties or lapse of time with the put
unexercised may terminate the right to put the securities. Prior to the
expiration of any put option, a fund could seek to negotiate terms for the
extension of such an option. If such a renewal cannot be negotiated on terms
satisfactory to a fund, it could, of course, sell the security. The maturity of
the underlying security will generally be different from that of the put.

TAX EXEMPT COMMERCIAL PAPER. The Prime Money Fund and California Money Fund may
invest in tax exempt commercial paper. Tax exempt commercial paper is unsecured
short-term obligations issued by a government or political sub-division.

TIME DEPOSITS. The Prime Money Fund and California Money Fund may invest in time
deposits. Time deposits are non-negotiable receipts issued by a bank in exchange
for the deposit of funds. Like a certificate of deposit, a time deposit earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with a withdrawal penalty are
considered to be illiquid securities.

U.S. GOVERNMENT AGENCY OBLIGATIONS. The Funds may invest in U.S. agency
obligations. Various agencies of the U.S. Government issue obligations,
including, the Export/Import Bank of the United States, Farmers Home
Administration, Federal Farm Credit Bank, Federal Housing Administration,
Government National Mortgage Association ("GNMA"), Maritime Administration,
Small Business Administration, and the Tennessee Valley Authority. The Funds may
purchase securities guaranteed by GNMA, which represent participation in
Veterans Administration and Federal Housing Administration backed mortgage
pools. Obligations of instrumentalities of the U.S. Government include
securities issued by, among others, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Mortgage Association, and the U.S. Postal Service. Some of
these securities are supported by the full faith and credit of the U.S. Treasury
(i.e., GNMA), and others are supported by the right of the issuer to borrow from
the Treasury. The agencies or instrumentalities of the U.S. Government may
guarantee the payment of principal at the maturity of an obligation. Thus, in
the event of a default prior to maturity, there might not be a market and thus
no means of realizing the value of the obligation prior to maturity.

<PAGE>

U.S. TREASURY OBLIGATIONS. U.S. Treasury Obligations consist of bills, notes and
bonds issued by the U.S. Treasury as well as separately traded interest and
principal component parts of such obligations, known as Separately Traded
Registered Interest and Principal Securities ("STRIPS"), that are transferable
through the federal book-entry system. STRIPS are sold as zero coupon
securities, which means that they are sold at a substantial discount and
redeemed at face value at their maturity date without interim cash payments of
interest or principal. This discount is accreted over the life of the security,
and such accretion will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, such securities may be
subject to greater interest rate volatility than interest paying investments.

VARIABLE AND FLOATING RATE INSTRUMENTS. The Funds may invest in variable and
floating rate instruments. Certain of the obligations purchased by the Funds may
carry variable or floating rates of interest and may involve a conditional or
unconditional demand feature. Such obligations may include variable amount
master demand notes. Such instruments bear interest at rates which are not
fixed, but which vary with changes in specified market rates or indices. The
interest rates on these securities may be reset daily, weekly, quarterly or at
some other interval, and may have a floor or ceiling on interest rate changes.
There is a risk that the current interest rate on such obligations may not
accurately reflect existing market interest rates. A demand instrument with a
demand notice period exceeding seven days may be considered illiquid if there is
no secondary market for such security.

WHEN-ISSUED SECURITIES. The Funds may invest in when-issued securities. These
securities involve the purchase of debt obligations on a when-issued basis, in
which case delivery and payment normally take place within 45 days after the
date of commitment to purchase. These securities are subject to market
fluctuation due to changes in market interest rates, and it is possible that the
market value at the time of settlement could be higher or lower than the
purchase price if the general level of interest rates has changed. Delivery of
and payment for these securities may occur a month or more after the date of the
purchase commitment. Each Fund will maintain with the custodian a separate
account with liquid securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities is fixed as of the
purchase date, and no interest accrues to the Funds before settlement. Although
each Fund generally purchases securities on a when-issued or forward commitment
basis with the intention of actually acquiring securities for its portfolio,
each Fund may dispose of a when-issued security or forward commitment prior to
settlement if the Investment Manager or a Fund's Subadviser deems it appropriate
to do so.

The Funds will only make commitments to purchase obligations on a when-issued
basis with the intention of actually acquiring the securities, but may sell them
before the settlement date. The when-issued securities are subject to market
fluctuation, and no interest accrues to the purchaser during this period. The
payment obligation and the interest rate that will be received on the securities
are each fixed at the time the purchaser enters into the commitment. Purchasing
obligations on a when-issued basis is a form of leveraging and can involve a
risk that the yields available in the market when the delivery takes place may
actually be higher than those obtained in the transaction itself. In that case
there could be an unrealized loss at the time of delivery.

ILLIQUID SECURITIES. No Fund will purchase illiquid securities, including time
deposits and repurchase agreements maturing in more than seven days, if, as a
result of the purchase, more

<PAGE>

than 10% of the Fund's net assets valued at the time of the transaction are
invested in such securities. Each Fund will monitor the level of liquidity
and take appropriate action, if necessary, to attempt to maintain adequate
liquidity. The investment policy on the purchase of illiquid securities is
nonfundamental.

BORROWING POLICY. The Funds may not borrow money except as a temporary measure
for extraordinary or emergency purposes, and then only in an amount up to
one-third of the value of total assets in order to meet redemption requests
without immediately selling any portfolio securities. The Funds will not borrow
for leverage purposes or purchase securities or make investments while
borrowings are outstanding. If for any reason the current value of the total
assets of a Fund falls below an amount equal to three times the amount of
indebtedness for money borrowed, the Fund will, within three days, (not
including Sundays and holidays), reduce its indebtedness to the extent necessary
to meet that limitation. Any borrowings under this provision will not be
collateralized.

INVESTMENT RESTRICTIONS

Except as otherwise noted with an *, the restrictions below are nonfundamental
and can be changed without approval of the holders of a majority of the
outstanding voting securities (as defined in the Investment Company Act of 1940,
as amended (the "Investment Company Act")) of the Funds. The Funds may not:

(1) *Purchase securities of any issuer (other than obligations of,
or guaranteed by, the U.S. Government, its agencies or
instrumentalities) if, as a result thereof, more than 5% of
the value of its assets would be invested in the securities of
such issuer, PROVIDED HOWEVER that the California Money Fund
may invest up to 25% of the value of its assets without regard
to this restriction as permitted by Rule 2a-7 under the
Investment Company Act.

(2) Purchase more than 10% of any class of securities of any
issuer. All debt securities and all preferred stocks are each
considered as one class.

(3) *Concentrate 25% or more of the value of its total assets in
any one industry; provided, however, that a Fund may invest up
to 100% of its assets in certificates of deposit or bankers'
acceptances issued by domestic branches of U.S. banks and U.S.
branches of foreign banks (which the Fund has determined to be
subject to the same regulation as U.S. banks), or obligations
of, or guaranteed by, the U.S. Government, its agencies or
instrumentalities in accordance with its investment objective
and policies.

(4) Enter into repurchase agreements if, as a result thereof, more
than 10% of its net assets valued at the time of the
transaction would be subject to repurchase agreements maturing
in more than seven days and invested in securities restricted
as to disposition under the

<PAGE>

federal securities laws (except
commercial paper issued under Section 4(2) of the Securities
Act). The Funds will invest no more than 10% of net assets in
illiquid securities.

(5) *Invest in commodities or commodity contracts, futures
contracts, real estate or real estate limited partnerships,
although it may invest in securities which are secured by real
estate and securities of issuers which invest or deal in real
estate.

(6) Invest for the purpose of exercising control or management of
another issuer.

(7) Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization, or
acquisition of assets, or as may otherwise be permitted by a
Fund's prospectus and the Investment Company Act.

(8) *Make loans to others (except through the purchase of debt
obligations or repurchase agreements in accordance with its
investment objectives and policies).

(9) *Borrow money, except as a temporary measure for extraordinary
or emergency purposes, and then only in an amount up to
one-third of the value of its total assets in order to meet
redemption requests without immediately selling any portfolio
securities. A Fund will not borrow for leverage purposes or
purchase securities or make investments while borrowings are
outstanding. Any borrowings by a Fund will not be
collateralized. If for any reason the current value of the
total assets of a Fund falls below an amount equal to three
times the amount of indebtedness for money borrowed, the Fund
will, within three business days, reduce its indebtedness to
the extent necessary to meet that limitation.

(10) Write, purchase or sell puts, calls or combinations thereof
except as otherwise noted in this Statement of Additional
Information.

(11) Make short sales of securities or purchase any securities on
margin, except to obtain such short-term credits as may be
necessary for the clearance of transactions.

(12) *Underwrite securities issued by others, except to the extent
it may be deemed to be an underwriter under the federal
securities laws in connection with the disposition of
securities from its investment portfolio.

(13) *Issue senior securities as defined in the Investment Company
Act.

<PAGE>

(14) Invest in interests or leases in oil, gas or other mineral
exploration or development programs.

Except for restrictions (3), (4) and (9), if a percentage restriction is adhered
to at the time of investment, a later increase in percentage resulting from a
change in values or net or total assets will not be considered a violation of
that restriction.

The Funds will only purchase securities that the Investment Manager and/or a
Fund's Subadviser has determined, according to procedures approved by the Board
and factors set forth in Rule 2a-7 under the Investment Company Act, present
minimal credit risk and are First Tier or Second Tier Securities (otherwise
referred to as "Eligible Securities"). An Eligible Security is:

(1) a security with a remaining maturity of 397 days or less: (a)
that is rated by an NRSRO (currently Moody's, S&P, Duff,
Fitch, Thomson BankWatch or, with respect to debt issued by
banks, bank holding companies, United Kingdom building
societies, broker-dealers and broker-dealers' parent
companies, and bank-supported debt, IBCA Limited and its
affiliate, IBCA, Inc.) in one of the two highest rating
categories for short-term debt obligations (two NRSROs are
required but one rating suffices if only one NRSRO rates the
security), or (b) that itself was unrated by any NRSRO, but
was issued by an issuer that has outstanding a class of
short-term debt obligations (or any security within that
class) meeting the requirements of subparagraph 1(a) above
that is of comparable priority and security;

(2) a security that at the time of issuance was a long-term
security but has a remaining maturity of 397 days or less, and
whose issuer received a rating within one of the two highest
rating categories from the requisite NRSROs for short-term
debt obligations with respect to a class of short-term debt
obligations (or any security within that class) that is now
comparable in priority and security with the subject security;

(3) a security that at the time of issuance was a long-term
security but has a remaining maturity of 397 days or less, and
whose issuer received a rating within one of the three highest
rating categories from the requisite NRSROs for long-term debt
obligations; or

(4) a security not rated by an NRSRO but deemed by the Investment
Manager, pursuant to guidelines adopted by the Board of
Trustees, to be of comparable quality to securities described
in (1) and (2) above and to represent minimal credit risk.

A First Tier Security is any Eligible Security that (1) carries (or if other
relevant securities issued by its issuer carry) top NRSRO ratings from at least
two NRSROs (a single top rating suffices if only one NRSRO rates the security),
(2) has been determined by the Investment Manager or the

<PAGE>

Fund's Subadviser, pursuant to guidelines adopted by the Board, to be of
comparable quality to such a security, (3) is a security issued by a
registered investment company that is a money market fund, or (4) is a U.S.
government security (a "Government security"). A Second Tier Security is any
other Eligible Security.

Each Fund will limit its investments in the First Tier Securities of any one
issuer to no more than 5% of its total assets (repurchase agreements
collateralized by non-Government securities will be taken into account when
making this calculation.) Moreover, a Fund's total holdings of Second Tier
Securities will not exceed 5% of its total assets, with investment in the Second
Tier Securities of any one issuer being limited to the greater of 1% of a Fund's
total assets or $1 million. In addition, the underlying securities involved in
repurchase agreements collateralized by non-Government securities will be First
Tier Securities at the time the repurchase agreements are executed.

RISK CONSIDERATIONS

GENERAL RISKS TO CONSIDER

The Funds' portfolios will be affected by general changes in interest rates that
will result in increases or decreases in the market value of the obligations
held by the Funds. The market value of the obligations in the Funds' portfolios
can be expected to vary inversely to changes in prevailing interest rates.
Investors also should recognize that, in periods of declining interest rates,
the Funds' yields will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates, the Funds' yields will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net new
money to the Funds from the continuous sale of their shares will likely be
invested in portfolio instruments producing lower yields than the balance of the
portfolios, thereby reducing the Funds' current yields. In periods of rising
interest rates, the opposite can be expected to occur. In addition, securities
in which the Funds may invest may not yield as high a level of current income as
might be achieved by investing in securities with less liquidity and safety and
longer maturities.

The value of commercial paper and other securities in the Funds' portfolios may
be adversely affected by the inability of the issuers (or related supporting
institutions) to make principal or interest payments on the obligations in a
timely manner. As discussed above, the Funds will invest in securities which the
Investment Manager or a Fund's Subadviser has determined, according to
procedures approved by the Board, and factors set forth under Rule 2a-7 under
the Investment Company Act, to present minimal credit risk. The ratings assigned
to commercial paper and other corporate obligations, as well as the guidelines
approved by the Board, are intended to enable the Investment Manager or a Fund's
Subadviser to minimize the credit risk with respect to the securities in the
Funds' portfolios, but there can be no absolute assurance that the Investment
Manager or the Subadviser will be successful in this regard. If issuer defaults
nevertheless occur respecting a sufficiently large portion of a Fund's
portfolios, the Fund may be unable to maintain stable net asset values of $1.00
per share.

The Funds' performance also may be affected by changes in market or economic
conditions and other circumstances affecting the financial services industry.
Government regulation of banks, savings and loan associations, and finance
companies may limit both the amounts and types of

<PAGE>

loans and other financial commitments these entities can make and the
interest rates and fees they can charge. The profitability of the financial
services industry, which is largely dependent on the availability and cost of
capital funds, has fluctuated in response to volatility in interest rate
levels. In addition, the financial services industry is subject to risks
resulting from general economic conditions and the potential exposure to
credit losses.

CALIFORNIA MONEY FUND - SPECIFIC RISKS

The ability of issuers to pay interest on, and repay principal of, California
municipal securities ("California Municipal Securities") may be affected by (1)
amendments to the California Constitution and related statutes that limit the
taxing and spending authority of California government entities, and related
civil actions, (2) a wide variety of California laws and regulations, and (3)
the general financial condition of the State of California.

There could be economic, business or political developments that might affect
all Municipal Securities of a similar type. To the extent that a significant
portion of the California Money Fund's assets are invested in Municipal
Securities payable from revenues on similar projects, the California Money Fund
will be subject to the risks presented by such projects to a greater extent than
it would be if the California Money Fund's assets were not so invested.
Moreover, in seeking to attain its investment objective the California Money
Fund may invest all or any part of its assets in Municipal Securities which are
industrial development bonds.

Under normal conditions, the California Money Fund will be fully invested in
obligations which produce income exempt from federal income tax and California
state personal income tax. Accordingly, the California Money Fund will have
considerable investments in California Municipal Securities. As a result, the
California Money Fund will be more susceptible to factors which adversely affect
issuers of California obligations than a mutual fund which does not have as
great a concentration in California municipal obligations.

An investment in the California Money Fund will be affected by the many factors
that affect the financial condition of the State of California. For example,
financial difficulties of the State of California, its counties, municipalities
and school districts that hinder efforts to borrow and credit ratings are
factors which may affect the California Money Fund.

The California Money Fund's concentration in California municipal bonds may
expose shareholders to additional risks. In particular, the California Money
Fund will be vulnerable to any development in California's economy that may
weaken or jeopardize the ability of California municipal-bond issuers to pay
interest and principal on their bonds. Although the California Money Fund's
objective is to provide income exempt from federal and California State personal
income taxes, some of its income may be subject to the alternative minimum tax.

HISTORICAL PERSPECTIVE. The information set forth below is a general summary
intended to give a recent historical description. It is not a discussion of any
specific factors that may affect any particular issuer of California Municipal
Securities. The information is not intended to indicate continuing or future
trends in the condition, financial or otherwise, of the State of California.
Such information is derived from official statements utilized in connection with
securities offerings of the State of California that have come to the attention
of the Trust and

<PAGE>

were available prior to the date of this Statement of Additional Information.
Such information has not been independently verified by the California Money
Fund.

Because the California Money Fund expects to invest substantially all of its
assets in California Municipal Securities, it will be susceptible to a number of
complex factors affecting the issuers of California Municipal Securities,
including national and local political, economic, social, environmental and
regulatory policies and conditions. The California Money Fund cannot predict
whether or to what extent such factors or other factors may affect the issuers
of California Municipal Securities, the market value or marketability of such
securities or the ability of the respective issuers of such securities acquired
by the California Money Fund to pay interest on, or principal of, such
securities. The creditworthiness of obligations issued by local California
issuers may be unrelated to the creditworthiness of obligations issued by the
State of California, and there is no responsibility on the part of the State of
California to make payments on such local obligations. There may be specific
factors that are applicable in connection with investment in the obligations of
particular issuers located within California, and it is possible the California
Money Fund will invest in obligations of particular issuers as to which such
specific factors are applicable.

From mid-1990 to late 1993, California suffered the most severe recession in the
State since the 1930s. Construction, manufacturing (especially aerospace),
exports and financial services, among other industries, were severely affected.
Since the start of 1994, however, California's economy has been on performing
strongly. The unemployment rate, while still higher than the national average,
fell to an average of 5.9% during 1998, compared to over 10 percent during the
recession, and to 4.8% in November, 1999. Many of the new jobs were created in
such industries as computer services, software design, motion pictures and high
technology manufacturing. Business services, export trade and other
manufacturing also experienced growth.

Certain of the State's significant industries, such as high technology, are
sensitive to economic disruptions in their export markets and the State's rate
of economic growth, therefore, could be adversely affected by any such
disruption. A significant downturn in U.S. stock market prices could adversely
affect California's economy by reducing household spending and business
investment, particularly in the important high technology sector. Moreover, a
large and increasing share of the State's General Fund revenue in the form of
income and capital gains taxes is directly related to, and would be adversely
affected by a significant downturn in the performance of, the stock markets.

The recession severely affected State revenues while the State's health and
welfare costs were increasing. Consequently, the State had a lengthy period of
budget imbalance; the State's accumulated budget deficit approached $2.8 billion
at its peak at June 30, 1993. A consequence of the large budget deficits has
been that the State depleted its available cash resources and had to use a
series of external borrowings to meet its cash needs. With the end of the
recession, the State's financial condition improved in the fiscal years
beginning 1995-96, with a combination of better than expected revenues, slowdown
in growth of social welfare programs, and continued spending restraint. The
accumulated budget deficit from the recession years was eliminated. No deficit
borrowing has occurred at the end of the last four fiscal years and the State's
cash flow

<PAGE>

borrowing was limited to $1.7 billion in 1998-99. The State issued $1.0
billion of revenue anticipation notes for the 1999-2000 fiscal year.

On June 29, 1999, the Governor of California signed the 1999-2000 Budget Act.
The Budget Act estimated General Fund revenues and transfers of $63.0 billion,
and contained expenditures totaling $63.7 billion. The Budget Act also contained
expenditures of $16.1 billion from special funds and $1.5 billion from bond
funds. The Administration estimated a budget reserve balance at June 30, 2000,
of approximately $881 million. Not included in this amount was an additional
$300 million which (after the Governor's vetoes) was "set aside" to provide
funds for employee salary increases (to be negotiated in bargaining with
employee unions), and for litigation reserves. The Budget Act anticipates normal
cash flow borrowing during the fiscal year. Continued State economic expansion
and large revenue increases enabled the Governor and State legislature to
provide increases in spending programs in the 1999-2000 budget. These included
large increases in education and health and human services funding.

The Governor's 2000-2001 proposed budget provides for total State spending of
$85.1 billion (excluding expenditures of federal funds and selected bond funds),
an increase of 3.7% from the current year. Approximately 80% of this total is
from the General Fund and 20% from special funds. The proposed budget assumes
that General Fund revenues will total $68.2 billion in 2000-01, a 4.7% increase
from the current year. General Fund expenditures are proposed to be $68.8
billion, an increase of 4.5%. After accounting for various set-asides, the
year-end reserve is estimated to be $1.2 billion, or about 1.8% of total 2000-01
General Fund revenues.

The foregoing discussion of the 1999-00 fiscal year budget and the proposed
1999-00 fiscal year budget is based in large part on statements made in a recent
"preliminary official statement" distributed by the State of California. In that
document, the State indicated that its discussion of the fiscal year budget is
based on estimates and projections of revenues and expenditures for the current
fiscal year and must not be construed as statements of fact. The State noted
further that the estimates and projections are based upon various assumptions
which may be affected by numerous factors, including future economic conditions
in the state and the nation, and that there can be no assurance that the
estimates will be achieved.

Because of the State's continuing budget problems, the State's General
Obligation bonds were downgraded in July 1994 to A1 from Aa by Moody's, to A
from A+ by Standard & Poor's, and to A from AA by Fitch. All three rating
agencies expressed uncertainty in the State's ability to balance the budget by
1996. However, in 1996, citing California's improving economy and budget
situation, both Fitch and Standard & Poor's raised their ratings from A to A+.
In October 1997, Fitch raised its rating from A+ to AA- referring to
California's fundamental strengths, the extent of economic recovery and the
return of financial stability. In October 1998, Moody's raised its rating from
A1 to Aa3 citing the State's continuing economic recovery and a number of
actions taken to improve the State's credit condition, including the rebuilding
of cash and budget reserves. In August 1999, Standard & Poor's raised its rating
from A+ to AA- citing the State's strong economic performance and its return to
structural fiscal balance.

CONSTITUTIONAL AND STATUTORY LIMITATIONS. Article XIII A of the California
Constitution (which resulted from the voter approved Proposition 13 in 1978)
limits the taxing powers of California public agencies. With certain exceptions,
the maximum ad valorem tax on

<PAGE>

real property cannot exceed one percent of the "full cash value" of the
property; Article XIII A also effectively prohibits the levying of any other
ad valorem property tax for general purposes. One exception to Article XIII A
permits an increase in ad valorem taxes on real property in excess of one
percent for certain bonded indebtedness approved by two-thirds of the voters
voting on the proposed indebtedness. The "full cash value" of property may be
adjusted annually to reflect increases (not to exceed two percent) or
decreases, in the consumer price index or comparable local data, or to
reflect reductions in property value caused by substantial damage,
destruction or other factors, or when there is a "change in ownership" or
"new construction".

Constitutional challenges to Article XIII A to date have been unsuccessful. In
1992, the United States Supreme Court ruled that notwithstanding the disparate
property tax burdens that Proposition 13 might place on otherwise comparable
properties, those provisions of Proposition 13 do not violate the Equal
Protection Clause of the United States Constitution. In response to the
significant reduction in local property tax revenue caused by the passage of
Proposition 13, the State enacted legislation to provide local governments with
increased expenditures from the General Fund.

During the severe recession California experienced from 1991 to 1993, the State
legislature eliminated significant components of its aid to local governments.
The State has since increased aid to local governments and reduced certain
mandates for local services. Whether legislation will be enacted in the future
to either increase or reduce the redistribution of State revenues to local
governments, or to make them less dependent on State budget decisions, cannot be
predicted.

Article XIII B of the California Constitution generally limits the amount of
appropriations of the State and of local governments to the amount of
appropriations of the entity for such prior year, adjusted for changes in the
cost of living, population and the services that the government entity has
financial responsibility for providing. To the extent the "proceeds of taxes" of
the State and/or local government exceed its appropriations limit, the excess
revenues must be rebated. Certain expenditures, including debt service on
certain bonds and appropriations for qualified capital outlay projects, are not
included in the appropriations limit.

In 1986, California voters approved an initiative statute known as Proposition
62. This initiative further restricts the ability of local governments to raise
taxes and allocate approved tax receipts. While some decisions of the California
Courts of Appeal have held that portions of Proposition 62 are unconstitutional,
the California Supreme Court has upheld the Proposition 62 requirement that
special taxes be approved by a two-thirds vote of the voters voting in an
election on the issue. This decision may invalidate other taxes that have been
imposed by local governments in California and make it more difficult for local
governments to raise taxes. In 1988 and 1990, California voters approved
initiatives known as Proposition 98 and Proposition 111, respectively. These
initiatives changed the State's appropriations limit under Article XIII B to (1)
require that the State set aside a prudent reserve fund for public education,
and (2) guarantee a minimum level of State funding for public elementary and
secondary schools and community colleges.

In November 1996, California voters approved Proposition 218. The initiative
applied the provisions of Proposition 62 to all entities, including charter
cities. It requires that all taxes for

<PAGE>

general purposes obtain a simple majority popular vote and that taxes for
special purposes obtain a two-thirds majority vote. Prior to the
effectiveness of Proposition 218, charter cities could levy certain taxes
such as transient occupancy taxes and utility user's taxes without a popular
vote. Proposition 218 will also limit the authority of local governments to
impose property-related assessments, fees and charges, requiring that such
assessments be limited to the special benefit conferred and prohibiting their
use for general governmental services. Proposition 218 also allows voters to
use their initiative power to reduce or repeal previously authorized taxes,
assessments, fees and charges.

The effect of constitutional and statutory changes and of budget developments on
the ability of California issuers to pay interest and principal on their
obligations remains unclear, and may depend on whether a particular bond is a
general obligation or limited obligation bond (limited obligation bonds being
generally less affected). There is no assurance that any California issuer will
make full or timely payments of principal or interest or remain solvent. For
example, in December 1994, Orange County filed for bankruptcy.

Certain tax-exempt securities in which the California Money Fund may invest may
be obligations payable solely from the revenues of specific institutions, or may
be secured by specific properties, which are subject to provisions of California
law that could adversely affect the holders of such obligations. For example,
state law may adversely affect the revenues of California health care
institutions, and does limit the remedies of a creditor secured by a mortgage or
deed of trust on real property.

In addition, it is impossible to predict the time, magnitude, or location of a
major earthquake or its effect on the California economy. In January 1994, a
major earthquake struck the Los Angeles area, causing significant damage in a
four-county area. The possibility exists that another such earthquake could
create a major dislocation of the California economy.

The California Money Fund's concentration in California Municipal Securities
provides a greater level of risk than a fund that is diversified across numerous
states and municipal entities.

<PAGE>

MANAGEMENT OF THE TRUST

OFFICERS AND TRUSTEES

The Board of Trustees is responsible for overseeing the management of the Trust.
The officers and trustees of the Trust, their principal occupations during the
past five years, and their affiliations, if any, with the Investment Manager are
as follows:

<TABLE>
<CAPTION>
Principal Occupation For
Name Age Position With The Trust The Past Five Years
<S> <C> <C> <C>
Irwin G. Barnet, Esq. 61 Trustee An attorney and a principal of
Sanders, Barnet, Goldman, Simons Sanders, Barnet, Goldman, Simons
& Mosk & Mosk, a law firm
1901 Avenue of the Stars, Suite 850
Los Angeles, California 90067

Maria D. Hummer, Esq.* 54 Trustee An attorney with Manatt, Phelps
Manatt, Phelps & Phillips, LLP & Phillips and Chair of the Land
11355 West Olympic Boulevard Use Section of that law firm.
Los Angeles, California 90064

Victor Meschures, CPA 61 Trustee A Certified Public Accountant
Meschures, Campeas, Thompson & with Meschures, Campeas,
Snyder, LLP Thompson & Snyder, LLP, an
760 North La Cienega Boulevard accounting firm
Los Angeles, California 90069

William R. Sweet 61 Trustee Retired; formerly, Executive
81 Tiburon Road Vice President, The Bank of
Tiburon, California 94920 California (1985-1996)

James R. Wolford 45 Trustee Senior Vice President and Chief
Forecast Commercial Real Estate Services, Inc. Operating Officer
3602 Inland Empire Blvd. (2000-present); Senior Vice
Suite A-105 President and Chief Financial
Ontario, CA 91764 Officer, Bixby ranch Company, a
real estate company.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Principal Occupation For
Name Age Position With The Trust The Past Five Years
<S> <C> <C> <C>
Mark Nagle 39 President and Chief Executive President, Vice President and
SEI Investments Officer Controller, Funds Accounting;
One Freedom Valley Drive Vice President of the
Oaks, Pennsylvania 19456 Administrator and Distributor
(1996-Present); BiSYS Fund
Services, Vice President of Fund
Accounting (1995-1996); Fidelity
Investments, Senior Vice
President (1981-1995).

Christopher Salfi 35 Controller and Chief Accounting Director of SEI
SEI Investments Investments Operating Officer Investments Mutual Fund
One Freedom Valley Drive Services, Fund Accounting
Oaks, Pennsylvania 19456 Director, Fund Accounting
Manager (1994-Present);
Investment Accounting Manager
(1993-1994).

Lydia A. Gavalis, Esq. 35 Vice President and Assistant Vice President and Assistant
SEI Investments Secretary Secretary of the Administrator
One Freedom Valley Drive and the Distributor
Oaks, Pennsylvania 19456 (1998-Present); Assistant
General Counsel and Director of
Arbitration, Philadelphia Stock
Exchange (1989-1998)

Lynda J. Striegel, Esq. 50 Vice President and Assistant Vice President and Assistant
SEI Investments Secretary Secretary of the Administrator
One Freedom Valley Drive and Distributor (1998-Present);
Oaks, Pennsylvania 19456 Senior Asset Management Counsel,
Barnett Banks, Inc. (1997-1998);
Partner, Groom and Nordberg,
Chartered (1996-1997); Associate
General Counsel, Riggs Bank,
N.A. (1991-1995).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Principal Occupation For
Name Age Position With The Trust The Past Five Years
<S> <C> <C> <C>
James R. Foggo, Esq. 35 Vice President and Assistant Vice President and Assistant
SEI Investments Secretary Secretary of the Administrator
One Freedom Valley Drive and Distributor (1998-Present);
Oaks, Pennsylvania 19456 Associate, Paul Weiss, Rifkind,
Wharton & Garrison (1998);
Associate, Baker & McKenzie
(1995-1998); Associate,
Battle Fowler LLP (1993-1995).

Kevin P. Robins, Esq. 38 Vice President and Assistant Senior Vice President and
SEI Investments Secretary General Counsel of the
One Freedom Valley Drive Administrator and Distributor
Oaks, Pennsylvania 19456 (1994-Present)
</TABLE>

*This individual is considered an interested person of the Trust as defined in
Section 2(a)(19) of the Investment Company Act.

The address of each individual listed above, unless otherwise indicated, is 400
North Roxbury Drive, Beverly Hills, California 90210.

COMPENSATION TABLE

Name of Person, Position Aggregate Pension or Estimated Annual Total Compensation
Compensation from Retirement Benefits Upon From Fund and Fund
the Trust Benefits Accrued Retirement Complex Paid to
As Part of Fund Trustees
Expenses
<S> <C> <C> <C> <C>
Irwin G. Barnet $3,000 N/A N/A $3,000
Trustee

Maria D. Hummer $3,000 N/A N/A $3,000
Trustee

Victor Meschures $3,000 N/A N/A $3,000
Trustee
</TABLE>

<PAGE>

James R. Wolford $3,000 N/A N/A $3,000
Trustee
</TABLE>

INVESTMENT MANAGER

The Trust and City National Bank have entered into an Investment Management
Agreement (the "Management Agreement") as of April 1, 1999, regarding the Funds.
The Investment Manager provides a continuous investment program including
general investment and economic advice regarding the Funds' investment
strategies, manages the Funds' investment portfolios and provides other services
necessary to the operation of the Funds and the Trust. The Investment Manager is
exempt from registering as an investment adviser under the Investment Advisers
Act of 1940, as amended, because of its status as a bank. City National Bank,
founded in the early 1950's, is a federally chartered commercial bank with
approximately $13.8 billion in assets under administration and $4.2 billion in
assets under management, as of January 31, 2000. It is a wholly-owned subsidiary
of City National Corporation, a New York Stock Exchange listed company.

The Investment Management Agreement will be in effect for a two-year term from
its effective date, and thereafter will continue in effect for one-year terms,
subject to annual approval by: (1) the Board or (2) a vote of the majority (as
defined in the Investment Company Act) of the outstanding voting securities of
the Fund. In either event, the continuance must also be approved by a majority
of the Trustees who are not parties to the Investment Management Agreement, or
interest persons (as defined in the Investment Company Act) of any such party,
by vote cast in person at a meeting called for the purpose of voting on such
approval. The Investment Management Agreement may be terminated at any time upon
60-days notice by either party, or by a majority vote of the outstanding shares
of a Fund, and will terminate automatically upon assignment (as defined in the
Investment Company Act).

Pursuant to the Investment Management Agreement, the Investment Manager is
entitled to receive as an annual fee, payable monthly, of 0.25% of average daily
net assets from the Prime Money Fund, 0.27% of average daily net assets from the
California Money Fund and 0.26% of average daily net assets from the Government
Money Fund.

The Investment Manager provides the Funds with investment management services,
including the selection, appointment, and supervision of the Subadvisers. The
Investment Manager may, in the future, and after having secured the necessary
SEC approval, change a Subadviser according to certain procedures without
soliciting shareholders' approval.

<PAGE>

The Investment Management Agreement allows the Investment Manager to voluntarily
waive its fees payable under the Investment Management Agreement and to
reimburse all or a portion of a Fund's expenses. The Investment Management
Agreement further provides that the Investment Manager may seek reimbursement of
these amounts within a three-year period following such reduction or payment,
subject to a Fund's ability to effect such reimbursement and remain in
compliance with any applicable expense limitations. The Investment Manager will
generally seek reimbursement for the oldest of any reductions and/or waivers
before payment by a Fund for fees and expenses for the current year. Such
reimbursement may be paid prior to a Fund's payment of current expenses if so
requested by the Investment Manager even if such payment may require the
Investment Manager to waive or reduce its current fees under the Investment
Management Agreement or to pay current Fund expenses.

SUBADVISER TO THE GOVERNMENT MONEY FUND

The Investment Manager and Wellington Management Company, LLP (the "Wellington
Management") have entered into a subadvisory agreement (the "Wellington
Subadvisory Agreement") pursuant to which Wellington Management serves as
investment adviser to the Government Money Fund. The Wellington Subadvisory
Agreement provides that the Wellington Management shall not be protected against
any liability to the Trust or its shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from the reckless disregard of its obligations or duties thereunder.

The continuance of the Wellington Subadvisory Agreement after the first two (2)
years of the Wellington Subadvisory Agreement must be specifically approved at
least annually (1) by the vote of a majority of the outstanding shares of the
Government Money Fund or by the Trustees, and (2) by the vote of a majority of
the Trustees who are not parties to the Wellington Subadvisory Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. The Wellington Subadvisory Agreement
will terminate automatically in the event of its assignment. It is terminable at
any time without penalty by the Investment Manager, the Board of Trustees or by
a vote of the majority of the outstanding voting securities of the Government
Money Fund on 60 days' written notice to the Wellington Management, or by the
Wellington Management on 90 days' written notice to the Trust.

Wellington Management is entitled to a fee for its investment advisory services,
which is accrued daily and paid monthly at the following annual rates: 0.075% of
the combined daily net assets of the Government Money Fund up to $500 million
and 0.02% of such net assets in excess of $500 million. Wellington Management
may voluntarily waive portions of its fees, although such waiver is not expected
to affect the Government Money Fund's total operating expenses, due to the
nature of the Investment Manager's fee waivers. Wellington Management may
terminate its waiver at any time.

Wellington Management is located at 75 State Street, Boston, Massachusetts
02109. Wellington Management and its predecessor organizations have provided
investment advisory services to investment companies since 1928 and to
investment counseling clients since 1960. As of December 31, 19999, Wellington
Management had discretionary management authority with respect to approximately
$235 billion in assets.

<PAGE>

SUBADVISER TO THE CALIFORNIA MONEY FUND

The Investment Manager and Weiss, Peck & Greer, L.L.C. ("WP&G" and, with
Wellington Management, each a "Subadviser" and together, the "Subadvisers") have
entered into a subadvisory agreement (the "WP&G Subadvisory Agreement") pursuant
to which WP&G serves as an investment adviser to the California Money Fund. The
WP&G Subadvisory Agreement provides that WP&G shall not be protected against any
liability to the Trust or its shareholders by reason of 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.

WP&G is a limited liability company founded as a limited partnership in 1970,
and engages in investment management, venture capital management and management
buyouts. WP&G has been active since its founding in managing portfolios of tax
exempt securities. As of January 31, 2000, total assets under management were
approximately $18 billion. The principal business address of WP&G is One New
York Plaza, New York, New York 10004.

The WP&G Subadvisory Agreement must be specifically approved at least annually
(1) by the vote of a majority of the outstanding shares of the California Money
Fund or by the Trustees, and (2) by the vote of a majority of the Trustees who
are not parties to such WP&G Subadvisory Agreement or "interested persons" of
any party thereto, cast in person at a meeting called for the purpose of voting
on such approval. The WP&G Subadvisory Agreement will terminate automatically in
the event of its assignment. It is terminable at any time without penalty by the
Investment Manager, the Board of Trustees or, by a vote of the majority of the
outstanding voting securities of the California Money Fund, on 60 days' written
notice to WP&G, or by WP&G on 90 days' written notice to the Trust.

WP&G is entitled to a fee for its investment advisory services, which is accrued
daily and paid monthly at the following annual rates: 0.05% of the average daily
net assets of the California Money Fund up to $500 million, 0.04% between $500
million and $1 billion and 0.03% of net assets in excess of $1 billion.

PRINCIPAL UNDERWRITER

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI Investments, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") with respect to shares of the Funds. The Distributor
receives no compensation for its distribution services to the Funds. The
Distribution Agreement shall remain in effect for a period of two years after
the effective date of the Distribution Agreement and is thereafter renewable
annually. The Distribution Agreement will terminate automatically in the event
of its assignment and may be terminated by the Distributor, by a majority vote
of the Trustees who are not interested persons and have no financial interest in
the Distribution Agreement or by a majority of the outstanding voting securities
of the Trust upon not less than 60 days' prior written notice by either party or
upon assignment by the Distributor.

TRANSFER AGENT

Pursuant to a Transfer Agency Agreement, SEI Investments Fund Management, (the
"Transfer Agent") located at 530 East Swedesford Road Wayne, Pennsylvania 19087
serves as transfer

<PAGE>

agent for the Funds. The Transfer Agent provides information and services to
the Funds' shareholders which include reporting share ownership, sales, and
dividend activity (and associated tax consequences), responding to daily
inquiries, and effecting the transfer of the Funds' shares. It furnishes such
office space and equipment, telephone facilities, personnel, and
informational literature distribution as is necessary or appropriate in
providing transfer agency information and services.

CUSTODIAN

Pursuant to a Custodian Agreement, First Union National Bank serves as the
Custodian (the "Custodian") of the Funds' assets. Under the terms of the
Custodian Agreement, the Custodian holds and administers the securities and cash
in the Funds' portfolios.

INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS

The Trust's independent auditors, KPMG LLP, audit and report on the annual
financial statements of the Funds and review the Funds' federal income tax
returns. KPMG LLP may also perform other professional accounting, auditing, tax,
and advisory services when engaged to do so by the Trust. Shareholders will be
sent audited annual and unaudited semi-annual financial statements. The address
of KPMG LLP is 355 South Grand Avenue, Los Angeles, California 90071.

LEGAL COUNSEL

The validity of the shares of beneficial interest offered hereby will be passed
upon by Paul, Hastings, Janofsky & Walker LLP, 345 California Street, Suite
2900, San Francisco, California 94104.

PORTFOLIO TRANSACTIONS AND TURNOVER

PORTFOLIO TRANSACTIONS

Portfolio transactions are undertaken principally to: pursue the objective of
the Funds in relation to movements in the general level of interest rates;
invest money obtained from the sale of the Funds' shares; reinvest proceeds from
maturing portfolio securities; and meet redemptions of the Funds' shares.
Portfolio transactions may increase or decrease the yields of the Funds
depending upon management's ability correctly to time and execute them.

The Investment Manager, or a Fund's Subadviser, in effecting purchases and sales
of portfolio securities for the account of the Funds, seeks to obtain best price
and execution. Subject to the supervision of the Board of Trustees, the
Investment Manager or a Fund's Subadviser generally selects broker-dealers for
the Funds primarily on the basis of the quality and reliability of services
provided, including execution capability and financial responsibility.

When the execution and price offered by two or more broker-dealers are
comparable, the Investment Manager or a Fund's Subadviser may, in its
discretion, utilize the services of broker-dealers that provide it with
investment information and other research resources. The Investment

<PAGE>

Manager or a Fund's Subadviser may use such resources when providing advisory
services to other investment advisory clients, including other mutual funds.

The Trust expects that purchases and sales of portfolio securities will usually
be principal transactions. Securities will normally be purchased directly from
the issuer or from an underwriter or market maker for the securities.

Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

Investment decisions for the Funds are reached independently from those for
other accounts managed by the Investment Manager or a Fund's Subadviser. Such
other accounts may also make investments in instruments or securities at the
same time as the Funds. If the Investment Manager or a Fund's Subadviser
determines that the purchase or sale of a security is in the best interest of a
Fund as well as that of another client, it may aggregate the securities to be
purchased or sold to the extent permitted by applicable laws and regulations. It
will do so in an attempt to obtain the most favorable price or lower brokerage
commissions and the most efficient execution. In such event, it will allocate
the securities so purchased or sold, as well as the expenses incurred in the
transaction, in the manner it considers to be the most equitable under the
circumstances and consistent with its fiduciary obligations to the Funds and to
its other participating clients. In some cases this procedure may affect the
size or price of the position obtainable for the Funds.

PORTFOLIO TURNOVER

Because securities with maturities of less than one year are excluded from
required portfolio turnover rate calculations, the Funds' portfolio turnover
rates for reporting purposes are expected to be zero.

DISTRIBUTION AND TAXES

DISTRIBUTIONS

Your dividends begin to accrue on the day of purchase for shares bought. All
times are Eastern time. Your dividends begin to accrue on the following day for
shares purchased after these cut-off times. We will not credit you with
dividends for shares on the day you sell them.

On each day that the Funds' net asset values per share are determined (each a
"Business Day"), the Funds' net investment incomes are declared as of the close
of trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) as a
dividend to shareholders of record as of the last calculation of net asset value
prior to the declaration and to shareholders investing on that day subject to
the following conditions: (1) receipt of the purchase order by the Transfer
Agent before 4:30 p.m. Eastern time for the Prime Money Fund and the Government
Money Fund, and before 2:00 p.m. Eastern time for the California Money Fund; and
(2) payment in immediately available funds wired to the Transfer Agent by the
close of business the same day. Shareholders will receive dividends in
additional shares unless they elect to receive cash. Dividends will normally be
reinvested monthly in full and fractional shares of the Funds at the net asset
value on

<PAGE>

the last Business Day of each month. If cash payment is requested, checks
will normally be mailed on the Business Day following the dividend
reinvestment date. The Funds will pay shareholders who redeem all of their
shares all dividends accrued to the time of the redemption within seven days
after the redemption.

The Funds calculate dividends based on daily net investment income. For this
purpose, the net investment income of each Fund consists of: (1) accrued
interest income, plus or minus amortized discount or premium, less (2) accrued
expenses allocated to that Fund. If the Fund realizes any capital gains, they
will be distributed at least once during the year as determined by the Board of
Trustees. Any realized capital losses to the extent not offset by realized
capital gains will be carried forward up to eight years. It is not anticipated
that any Fund will realize any long-term capital gains. Expenses of the Trust
are accrued daily. Should the net asset values of a Fund deviate significantly
from market value, the Board of Trustees could decide to value the investments
at market value, and any unrealized gains and losses could affect the amount of
the Fund's distributions.

FEDERAL INCOME TAXES

It is the policy of the Funds to qualify for taxation, and to elect to be taxed,
as "regulated investment companies" by meeting the requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). In order to so
qualify, the Funds will distribute each year substantially all of their
investment company taxable income (if any), their net exempt-interest income (if
any), and their net capital gains (if any), and will seek to meet certain other
requirements. Such qualification relieves the Funds of liability for federal
income taxes to the extent the Funds' earnings are distributed. By following
this policy, the Funds expect to eliminate or reduce to a nominal amount the
federal income tax to which they are subject.

In order to qualify as regulated investment companies, the Funds must, among
other things, annually (1) derive at least 90% of their gross income from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stocks, securities, foreign currencies or other
income (including gains from options, futures or forward contracts) derived with
respect to their business of investing in stocks, securities or currencies, and
(2) diversify holdings so that at the end of each quarter of their taxable years
(i) at least 50% of the market value of the Funds' total assets is represented
by cash or cash items, U.S. Government securities, securities of other regulated
investment companies and other securities limited, in respect of any one issuer,
to a value not greater than 5% of the value of the Funds' total assets and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its assets is invested in the securities of any one issuer
(other than U.S. Government securities or securities of other regulated
investment companies) or of two or more issuers that the Funds control, within
the meaning of the Code, and that are engaged in the same, similar or related
trades or businesses. If the Funds qualify as regulated investment companies,
they will not be subject to federal income tax on the part of their net
investment income and net realized capital gains, if any, which they distribute
to shareholders, provided that the Funds meet certain minimum distribution
requirements. To comply with these requirements, the Funds must distribute
annually at least (1) 90% of "investment company taxable income" (as that term
is defined in the Code), and (2) 90% of the excess of (i) tax exempt interest
income over (ii) certain

<PAGE>

deductions attributable to that income (with certain exceptions), for their
taxable years. The Funds intend to make sufficient distributions to
shareholders to meet these requirements.

If a Fund fails to distribute in a calendar year (regardless of whether it has a
non-calendar taxable year) at least 98 percent of its (1) ordinary income for
such year; and (2) capital gain net income for the one-year period ending on
October 31 of that calendar year (or later if the Fund is permitted so to elect
and so elects), plus any undistributed ordinary income or capital gain from the
prior year, the Fund will be subject to a nondeductible 4% excise tax on the
undistributed amounts. The Funds intend generally to make distributions
sufficient to avoid imposition of this excise tax.

Any distributions declared by the Funds in October, November, or December to
shareholders of record during those months and paid during the following January
are treated, for tax purposes, as if they were received by each shareholder on
December 31 of the year declared. The Funds may adjust their schedules for the
reinvestment of distributions for the month of December to assist in complying
with the reporting and minimum distribution requirements of the Code.

The Funds do not expect to realize any significant amount of long-term capital
gain. However, any distributions by the Funds of long-term capital gain will be
taxable to the shareholders as long-term capital gain, regardless of how long a
shareholder has held Fund shares.

The Funds may engage in investment techniques that may alter the timing and
character of the Funds' incomes. The Funds may be restricted in their use of
these techniques by rules relating to qualifying as regulated investment
companies.

The Funds may invest in some Variable Rate Demand Securities which have a
feature entitling the purchaser to resell the securities at a specified amount
(a "put option"). The Internal Revenue Service (the "IRS") has issued a revenue
ruling to the effect that, under specified circumstances, a regulated investment
company will be the owner of tax exempt municipal obligations acquired with a
put option. The IRS subsequently announced that it will not ordinarily issue an
advance letter ruling as to the identity of the true owner of property in cases
involving the sale of securities (or participation interests therein) if the
purchaser has the right to cause the security (or participation interest
therein) to be purchased by the seller or a third party. The Funds intend to
take the position that they are the owner of any securities with respect to
which they also hold a put option.

The Funds will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of taxable dividends paid to any shareholder (1) who fails to
provide a correct taxpayer identification number certified under penalty of
perjury; (2) who provides an incorrect taxpayer identification number; (3) who
is subject to withholding for failure to properly report to the IRS all payments
of interest or dividends; or (4) who fails to provide a certified statement that
he or she is not subject to "backup withholding." This "backup withholding" is
not an additional tax and any amounts withheld may be credited against the
shareholder's ultimate U.S. tax liability.

The foregoing discussion relates only to federal income tax law as applicable to
U.S. citizens or residents. Foreign shareholders (i.e., nonresident alien
individuals and foreign corporations, partnerships, trusts and estates)
generally are subject to U.S. withholding tax at the rate of 30%

<PAGE>

(or a lower tax treaty rate) on distributions derived from net investment
income and short-term capital gains. Distributions to foreign shareholders of
long-term capital gains and any gains from the sale or disposition of shares
of the Funds generally are not subject to U.S. taxation, unless the recipient
is an individual who meets the Code's definition of "resident alien."
Different tax consequences may result if the foreign shareholder is engaged
in a trade or business within the U.S. In addition, the tax consequences to a
foreign shareholder entitled to claim the benefits of a tax treaty may be
different than those described above. Distributions by the Funds may also be
subject to state, local and foreign taxes, and their treatment under
applicable tax laws may differ from the U.S. federal income tax treatment.

The information above is only a summary of some of the tax considerations
generally affecting the Funds and their shareholders. No attempt has been made
to discuss individual tax consequences and this discussion should not be
construed as applicable to all shareholders' tax situations. Investors should
consult their own tax advisors to determine the suitability of the Funds and the
applicability of any state, local, or foreign taxation. Paul, Hastings, Janofsky
& Walker LLP has expressed no opinion in respect thereof. Foreign shareholders
should consider, in particular, the possible application of U.S. withholding
taxes on certain taxable distributions from the Funds at rates up to 30%
(subject to reduction under certain income tax treaties).

CALIFORNIA MONEY FUND

The California Money Fund intends to qualify to pay dividends to shareholders
that are exempt from both federal income tax and California personal income tax
("California exempt-interest dividends"). The California Money Fund will qualify
to pay California exempt-interest dividends if (1) at the close of each quarter
of the California Money Fund's taxable year, at least 50 percent of the value of
the California Money Fund's total assets consists of obligations the interest on
which would be exempt from federal income tax and California personal income tax
if the obligations were held by an individual ("California Tax Exempt
Obligations"), and (2) the California Money Fund continues to qualify as a
regulated investment company.

If the California Money Fund qualifies to pay California exempt-interest
dividends, dividends distributed to shareholders will be considered California
exempt-interest dividends if they meet certain requirements. The California
Money Fund will notify its shareholders of the amount of California
exempt-interest dividends each year.

Corporations subject to California franchise tax that invest in the California
Money Fund may not be entitled to exclude California exempt-interest dividends
from their California income.

Dividend distributions that do not qualify for treatment as California
exempt-interest dividends (including those dividend distributions to
shareholders taxable as long-term capital gains for federal income tax purposes)
will be taxable to shareholders at ordinary income tax rates for California
personal income tax purposes to the extent of the California Money Fund's
earnings and profits.

Interest on indebtedness incurred or continued by a shareholder in connection
with the purchase of shares of the California Money Fund will not be deductible
for federal income tax or

<PAGE>

California personal income tax purposes if the California Money Fund
distributes California exempt-interest dividends.

The foregoing is a general, abbreviated summary of certain of the provisions of
the California Revenue and Taxation Code presently in effect as they directly
govern the taxation of shareholders subject to California personal income tax.
These provisions are subject to change by legislative or administrative action,
and any such change may be retroactive with respect to Fund transactions.
Shareholders are advised to consult with their own tax advisers for more
detailed information concerning California tax matters. Paul, Hastings, Janofsky
& Walker LLP has expressed no opinion in respect thereof.

SHARE PRICE CALCULATION

The Funds value portfolio instruments at amortized cost, which means they are
valued at their acquisition cost, as adjusted for amortization of premium or
discount, rather than at current market value. Calculations are made to compare
the value of the Funds' investments at amortized cost with market values. Market
valuations are obtained by using actual quotations provided by market makers,
estimates of market value, or values obtained from yield data relating to
classes of money market instruments published by reputable sources at the bid
prices for the instruments. The amortized cost method of valuation seeks to
maintain a stable $1.00 per share net asset value even where there are
fluctuations in interest rates that affect the value of portfolio instruments.
Accordingly, this method of valuation can in certain circumstances lead to a
dilution of a shareholder's interest.

If a deviation of 1/2 of 1% or more were to occur between the net asset value
per share calculated by reference to market values and a Fund's $1.00 per share
net asset value, or if there were any other deviation that the Board of Trustees
of the Trust believed may result in a material dilution or other unfair results
to investors or existing shareholders, the Board of Trustees is required to
cause the Fund to take such action as it deems appropriate to eliminate or
reduce to the extent reasonably practicable such dilution or unfair results. If
a Fund's net asset values per share (computed using market values) declined, or
were expected to decline, below $1.00 (computed using amortized cost), the Board
of Trustees might temporarily reduce or suspend dividend payments for the Fund
in an effort to maintain the net asset value at $1.00 per share. As a result of
such reduction or suspension of dividends or other action by the Board of
Trustees, an investor would receive less income during a given period than if
such a reduction or suspension had not taken place. Such action could result in
investors receiving no dividends for the period during which they hold their
shares and receiving, upon redemption, a price per share lower than that which
they paid. On the other hand, if a Fund's net asset values per share (computed
using market values) were to increase, or were anticipated to increase above
$1.00 (computed using amortized cost), the Board of Trustees might supplement
dividends in an effort to maintain the net asset value at $1.00 per share.

YIELD

If you would like to know the current seven-day yield of any of the Funds, you
may call 1-888-889-0799. The historical performance of the Funds may be shown in
the form of yield and effective yield. These measures of performance are
described below. As noted in the

<PAGE>

Prospectus, the Funds may, from time to time, quote various performance
figures in advertisements and other communications to illustrate their past
performance. Performance figures will be calculated separately for different
classes of shares. As of October 31, 1999, the yields were as follows.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Effective Tax-Equiv. Tax-Equiv.
Fund Yield Yield Current Yield* Effective Yield*
(7-day) (7-day) (7-Day) (7-Day)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIME MONEY FUND

Class A 4.60% 4.71% N/A N/A
Class S** N/A N/A N/A N/A
Institutional Class 4.82% 4.94% N/A N/A

GOVERNMENT MONEY FUND

Class A 4.55% 4.65% N/A N/A
Class S 4.35% 4.44% N/A N/A
Institutional Class** N/A N/A N/A N/A

CALIFORNIA MONEY FUND

Class A 2.39% 2.42% 4.36% 4.42%
Class S** N/A N/A N/A N/A
Institutional Class** N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

* Calculated using a combined federal and California income tax rate of 45.22%
for the California Money Fund. ** Seven day yield information was not available
for the Prime Money Fund Class S shares, the Government Fund Institutional Class
shares, and the California Money Fund Class S and Institutional Class shares as
these shares had not yet been offered for sale for at least seven days as of
October 31, 1999.

Current yield reflects the interest income per share earned by the Funds'
investments. Current yield is computed by determining the net change, excluding
capital changes, in the value of a hypothetical pre-existing account having a
balance of one share at the beginning of a seven-day period, subtracting a
hypothetical charge reflecting deductions from shareholder accounts, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then annualizing the result by
multiplying the base period return by (365/7).

Effective yield is computed in the same manner except that the annualization of
the return for the seven-day period reflects the results of compounding by
adding 1 to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting 1 from the result. This figure is obtained using
the Securities and Exchange Commission formula:

365/7
Effective Yield = [(Base Period Return + 1) ] - 1

Investors should recognize that, in periods of declining interest rates, the
Funds' yields will tend to be somewhat higher than prevailing market rates and,
in periods of rising interest rates, will

<PAGE>

tend to be somewhat lower. In addition, when interest rates are falling,
monies received by the Funds from the continuous sale of their shares will
likely be invested in instruments producing lower yields than the balance of
their portfolio of securities, thereby reducing the current yield of the
Funds. In periods of rising interest rates, the opposite result can be
expected to occur.

A tax equivalent yield demonstrates the taxable yield necessary to produce an
after-tax yield equivalent to that of a fund that invests in tax-exempt
obligations. The tax equivalent yield for the California Money Fund is computed
by dividing that portion of the current yield (or effective yield) of the
California Money Fund (computed for the California Money Fund as indicated
above) that is tax exempt by one minus a stated income tax rate and adding the
quotient to that portion (if any) of the yield of the California Money Fund that
is not tax exempt. In calculating tax equivalent yields for the California Money
Fund, the California Money Fund assumes an effective tax rate (combining federal
and California tax rates) of 45.22%, based on a California tax rate of 9.3%
combined with a 39.6% federal tax rate. The effective rate used in determining
such yield does not reflect the tax costs resulting from the loss of the benefit
of personal exemptions and itemized deductions that may result from the receipt
of additional taxable income by taxpayers with adjusted gross incomes exceeding
certain levels. The tax equivalent yield may be higher than the rate stated for
taxpayers subject to the loss of these benefits.

DISTRIBUTION PLANS

The Trust has adopted a Distribution Plan (the "Plan") for the Class A and Class
S classes of the Funds in accordance with Rule 12b-1 under the Investment
Company Act, which regulates circumstances under which an investment company may
directly or indirectly bear expenses relating to the distribution of its shares.
In this regard, the Board of Trustees has determined that the Plan is in the
best interests of the shareholders. Continuance of the Plan must be approved
annually by a majority of the Trustees of the Trust and by a majority of the
Trustees who are not "interested persons" of the Trust as that term is defined
in the Investment Company Act ("Independent Trustees"), and who have no direct
or indirect financial interest in the operation of the Plan or in any agreements
related thereto. The Plan may not be amended to increase materially the amount
that may be spent thereunder without approval by a majority of the outstanding
shares of a Fund or class affected. All material amendments to the Plan will
require approval by a majority of the Trustees and of these Independent
Trustees.

The Plan adopted by Class A and Class S shareholders provides that the Trust
will pay the Distributor a fee of up to 0.50% of the average daily net assets of
a Fund's Class A and Class S shares that the Distributor can use to compensate
broker-dealers and service providers, including affiliates of the Distributor,
that provide distribution-related services to Class A and/or Class S
shareholders or to their customers who beneficially own Class A and/or Class S
shares.

Payments may be made under the Class A and Class S Plans for distribution
services, including reviewing of purchase and redemption orders, assisting in
processing purchase, exchange and redemption requests from customers, providing
certain shareholder communications requested by the Distributor, forwarding
sales literature and advertisements provided by the Distributor, and arranging
for bank wires.

<PAGE>

Except to the extent that the Investment Manager, Wellington Management and/or
WP&G benefited through increased fees from an increase in the net assets of the
Trust which may have resulted in part from the expenditures, no interested
person of the Trust nor any Trustee who is not an interested person of the Trust
has or had a direct or indirect financial interest in the operation of any of
the distribution plans or related agreements.

Although banking laws and regulations prohibit banks from distributing shares of
open-end investment companies such as the Trust, according to an opinion issued
to the staff of the SEC by the Office of the Comptroller of the Currency,
financial institutions are not prohibited from acting in other capacities for
investment companies, such as providing shareholder services. Should future
legislative, judicial or administrative action prohibit or restrict the
activities of financial institutions in connection with providing shareholder
services, the Trust may be required to alter materially or discontinue its
arrangements with such financial institutions.

The 12b-1 Plan provide that the Investment Manager may use the distribution fees
received only to pay for the distribution expenses of that Class.

Distribution fees are accrued daily and paid monthly, and are charged as
expenses as accrued. Shares are not obligated under the 12b-1 Plan to pay any
distribution expense in excess of the distribution fee. Thus, if the 12b-1 Plan
is terminated or otherwise not continued, no amounts (other than current amounts
accrued but not yet paid) would be owed by the Class to the Investment Manager.

The 12b-1 Plan provides that it shall continue in effect from year to year
provided that a majority of the Board of Trustees, including a majority of the
Independent Trustees who have no material interest in the 12b-1 Plan vote
annually to continue the 12b-1 Plan. The Board, when approving the establishment
of the 12b-1 Plan, determined that there are various anticipated benefits to the
Funds from such establishment, including the likelihood that the 12b-1 Plan will
stimulate sales of shares of the Trust and assist in increasing the asset base
of the Trust in the face of competition from a variety of financial products and
the potential advantage to the shareholders of the Trust of prompt and
significant growth of the asset base of the Trust, including greater liquidity,
more investment flexibility and achievement of greater economies of scale. The
12b-1 Plan (and any distribution agreement between the Funds, the Distributor or
the Investment Manager and a selling agent with respect to the shares) may be
terminated without penalty upon at least 60-days' notice by the Distributor or
the Investment Manager, or by the Trust by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding shares (as defined in the
Investment Company Act) of the Class to which the 12b-1 Plan applies. Neither
any "interested person" of the Trusts (as that term is used under the Investment
Company Act) nor any Independent Trustee.

All distribution fees paid by the Funds under the 12b-1 Plan will be paid in
accordance with Rule 2830 of the NASD Regulation, Inc. Rules of Conduct, as such
Rule may change from time to time. Pursuant to the 12b-1 Plan, the Trustees will
review at least quarterly a written report of the distribution expenses incurred
by the Investment Manager on behalf of the shares of the Fund. In addition, as
long as the 12b-1 Plan remain in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Investment Company
Act) of the Trust shall be made by the Independent Trustees.

<PAGE>

SHAREHOLDER SERVICE AGREEMENTS

The Investment Manager has entered into a Shareholder Services Agreement with
the Trust. Pursuant to the Shareholder Services Agreement, the Investment
Manager will provide, or will arrange for others to provide, certain specified
shareholder services to shareholders of the Funds. As compensation for the
provision of such services, the Funds will pay the Investment Manager a fee of
up to 0.25% of the Funds' average daily net assets on an annual basis, payable
monthly. The Investment Manager will pay certain banks, trust companies,
broker-dealers and other institutions (each a "Participating Organization") out
of the fees the Investment Manager receives from the Funds under the Shareholder
Services Agreement to the extent that the Participating Organization performs
shareholder servicing functions for the Funds with respect to shares of the
Funds owned from time to time by customers of the Participating Organization. In
certain cases, the Investment Manager may also pay a fee, out of its own
resources and not out of the service fee payable under the Shareholder Services
Agreement, to a Participating Organization for providing other administrative
services to its customers who invest in the Funds.

Pursuant to the Shareholder Services Agreement, the Investment Manager will
provide or arrange with a Participating Organization for the provision of the
following shareholder services: responding to shareholder inquiries; processing
purchases and redemptions of the Funds' shares, including reinvestment of
dividends; assisting shareholders in changing dividend options, account
designations, and addresses; transmitting proxy statements, annual reports,
prospectuses, and other correspondence from the Funds to shareholders
(including, upon request, copies, but not originals, of regular correspondence,
confirmations, or regular statements of account) where such shareholders hold
shares of the Funds registered in the name of the Investment Manager, a
Participating Organization, or their nominees; and providing such other
information and assistance to shareholders as may be reasonably requested by
such shareholders.

The Investment Manager may also enter into agreements with Participating
Organizations that process substantial volumes of purchases and redemptions of
shares of the Funds for their customers. Under these arrangements, the Transfer
Agent will ordinarily maintain an omnibus account for a Participating
Organization and the Participating Organization will maintain sub-accounts for
its customers for whom it processes purchases and redemptions of shares. A
Participating Organization may charge its customers a fee, as agreed upon by the
Participating Organization and the customer, for the services it provides.
Customers of Participating Organizations should read the Funds' Prospectuses in
conjunction with the service agreement and other literature describing the
services and related fees provided by the Participating Organization to its
customers prior to any purchase of shares.

EXPENSES

The Trust pays the expenses of its operations, including: the fees and expenses
of independent auditors, counsel and the custodian; the cost of reports and
notices to shareholders; the cost of calculating net asset value; registration
fees; the fees and expenses of qualifying the Trust and its shares for
distribution under federal and state securities laws; and membership dues in the
Investment Company Institute and other industry association membership dues.

<PAGE>

Prior to April 1, 1999 Berkeley Capital Management ("BCM") served as the
Investment Manager for the Prime Money Fund whereby it received fees at an
annual rate of 0.25% of the average daily net assets of the Fund. Following the
acquisition of North American Trust Company by City National Bank, City National
Investments ("CNI"), a division of City National Bank, assumed the role of
Investment Manager. Under the terms of the agreements, CNI receives an annual
fee equal to 0.25% of the average daily net assets of the Prime Money Fund,
0.26% of the average daily net assets of the Government Money Fund and 0.27% of
the average daily net assets of the California Money Fund. During the year ended
October 31, 1999, BCM earned investment advisory fees related to the Prime Money
Fund of $72,162. The Prime Money Fund, Government Money Fund and California
Money Fund paid investment advisory fees to CNI, net of waivers, as of October
31, 1999, in the amount of $61,595, $788,820 and $98,573, respectively. During
the year ended October 31, 1998, BCM earned investment advisory fees related to
the Prime Money Fund of $80,861, net of waivers.

In its role as Investment Manager, CNI has contractually agreed to limit its
fees or reimburse the expenses of the Institutional Class shares of the Prime
Money Fund to the same contractual limit as was provided by BCM. For the
Government Money Fund, California Money Fund, and all other classes of the Prime
Money Fund, CNI has voluntarily agreed to limit its fees or reimburse the
expenses to the extent necessary to keep the operating expenses at or below
certain percentages of the respective average daily net assets of the Funds. The
contractual and voluntary expense limitations (expressed as a percentage of
average daily net assets) are as follows:

<TABLE>
<CAPTION>
---------------------------------- ----------------- --------------------- -------------------------
Prime Money Fund Government Money California Money Fund
Fund

Institutional Class 0.63% 0.63% 0.55%
---------------------------------- ----------------- --------------------- -------------------------
---------------------------------- ----------------- --------------------- -------------------------
Class A 0.85% 0.85% 0.78%
---------------------------------- ----------------- --------------------- -------------------------
---------------------------------- ----------------- --------------------- -------------------------
Class S 1.05% 1.05% 0.98%
---------------------------------- ----------------- --------------------- -------------------------
</TABLE>

The Investment Manager may remove these limits at any time, other than with
respect to the Institutional Class shares of the Prime Money Fund, which may
be removed at any time after March 31, 2001. Under certain conditions, the
Investment Manager may recoup the expenses it has reimbursed or absorbed
within three years after they occur if such repayments can be achieved within
a Fund's then current expense limit.

Effective April 1, 1999 the Trust entered into Shareholder Services Agreements
(the "Agreements") with City National Bank whereby City National Bank receives
shareholder service fees at an annual rate of 0.25% of the average daily net
assets of the Funds. Under the Agreements, the Prime Money Fund, Government
Money Fund and California Money Fund paid shareholder services fees, net of
waivers, to City National Bank, as of October 31, 1999, in the amount of
$216,387, $1,226,672 and $443,195, respectively.

The Trust and the Distributor entered into Distribution Agreements dated
April 8, 1999. The

<PAGE>

distributor receives no fees for its distribution services under these
agreements.

City National Bank serves as Sub-Distributor to the Funds. The Funds have
adopted Distribution Plans ("the Plans") relating to the Class A and S shares
pursuant to the Investment Company Act of 1940, Rule 12b-1. The Plans provide
for payment of fees to the Distributor at an annual rate of 0.50% of the average
daily net assets of the Class A and S shares. Such fees are then paid to the
Sub-Distributor for services provided. Under the Agreements the Prime Money
Fund, Government Money Fund and California Money Fund paid distribution fees,
net of waivers, to City National Bank, as of October 31, 1999, in the amount of
$265, $1,472,113 and $564,988, respectively.

GENERAL INFORMATION

The Trust was organized as a business trust under the laws of Delaware on
October 28, 1996 and may issue an unlimited number of shares of beneficial
interest or classes of shares in one or more separate series. Currently, the
Trust offers shares of nine series - three of which are described in this
Statement of Additional Information. The Board of Trustees may authorize the
issuance of shares of additional series or classes of shares of beneficial
interest if it deems it desirable.

The Funds described in this Statement of Additional Information each have three
classes of shares. This Statement of Additional Information describes the Class
A, Class S and Institutional Class of shares for each Fund. Generally, only
financial institutions and financial intemediaries may purchase Institutional
Class shares for their own or on behalf of their customer accounts. Class A
shares are intended for individual investors, partnerships, corporations and
other accounts that have short-term investment needs. Class S Shares are
primarily designed as "Sweep" shares -- by which investors are able to invest
deposited funds overnight or for short periods of time. The classes of each Fund
are subject to the same expenses, except that they are subject to different
distribution costs and other expenses.

The Trust is generally not required to hold shareholder meetings. However, as
provided in its Agreement and Declaration of Trust and its Bylaws, shareholder
meetings may be called by the Trustees for any purpose as may be prescribed by
law, the Agreement and Declaration of Trust, or the Bylaws, or for the purpose
of taking action upon any other matter deemed by the Trustees to be necessary or
desirable including changing fundamental policies, electing or removing
Trustees, or approving or amending an investment advisory agreement. In
addition, a Trustee may be removed by shareholders at a special meeting called
upon written request of shareholders owning in the aggregate at least 10% of the
outstanding shares of the Trust.

Each Trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of his
or her successor or until death, resignation, declaration of bankruptcy or
incompetence by a court of competent jurisdiction, or removal by a majority vote
of the shares entitled to vote (as described below) or of a majority of the
Trustees. In accordance with the Investment Company Act (1) the Trust will hold
a shareholder meeting for the election of trustees when less than a majority of
the trustees have been elected by shareholders, and (2) if, as a result of a
vacancy in the Board of Trustees, less than two-thirds of the trustees have been
elected by the shareholders, that vacancy will be filled by a vote of the
shareholders.

<PAGE>

The Agreement and Declaration of Trust provides that one-third of the shares
entitled to vote shall be a quorum for the transaction of business at a
shareholders' meeting, except when a larger quorum is required by applicable
law, by the Bylaws or by the Agreement and Declaration of Trust, and except that
where any provision of law, of the Agreement and Declaration of Trust, or of the
Bylaws permits or requires that (1) holders of any series shall vote as a
series, then a majority of the aggregate number of shares of that series
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that series; or (2) holders of any class shall vote as a class,
then a majority of the aggregate number of shares of that class entitled to vote
shall be necessary to constitute a quorum for the transaction of business by
that class. Any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting, without the necessity of further notice. The
Agreement and Declaration of Trust specifically authorizes the Board of Trustees
to terminate the Trust (or any of its investment portfolios) by notice to the
shareholders without shareholder approval.

For further information, please refer to the registration statement and exhibits
for the Trust on file with the SEC in Washington, D.C. and available upon
payment of a copying fee. The statements in the Prospectuses and this Statement
of Additional Information concerning the contents of contracts or other
documents, copies of which are filed as exhibits to the registration statement,
are qualified by reference to such contracts or documents.

PRINCIPAL HOLDERS OF SECURITIES

As of February 18, 2000, the following shareholders held of record the following
numbers of shares of the following classes of the Funds. As of February 18,
2000, the Trustees and officers of the Trust owned, in aggregate, of record less
than 1% of the outstanding shares of each Fund.

<TABLE>
<CAPTION>
- ------------------------------------------------------------- ------------------------ ----------------------
SHARES PERCENTAGE

INSTITUTIONAL CLASS

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Fiduciary For Various Accounts 159,335,226.31 99.03%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

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

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------- ------------------------ ----------------------

CLASS A

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
<S> <C> <C>
Southwest Securities 16,362,133.92 22.00%
Special Custodial Account For Exclusive Benefit of Our
Customers
Attn: Barbara Dodd
PO Box 509002
Dallas TX 75250-9002

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 59,265,087.58 78.00%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

CLASS S

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 5,441,919.41 99.99%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

GOVERNMENT MONEY FUND

CLASS A

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
Southwest Securities 1,102,195,269.95 69.00%
Special Custodial Account For Exclusive Benefit of Our
Customers
Attn: Barbara Dodd
PO Box 509002
Dallas TX 75250-9002

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 506,108,030.15 31.00%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

CLASS S

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 7,062,267.84 99.99%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

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

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------- ------------------------ ----------------------

CALIFORNIA MONEY FUND

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
Southwest Securities 392,751,459.60 72.00%
Special Custodial Account For Exclusive Benefit of Our
Customers
Attn: Barbara Dodd
PO Box 509002
Dallas TX 75250-9002

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 145,556,142.86 27.00%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

CLASS S

- ------------------------------------------------------------- ------------------------ ----------------------
- ------------------------------------------------------------- ------------------------ ----------------------
City National Bank As Agent For Various Accounts 690,430.17 99.99%
Attn: Trust OPS/Mutual Funds
PO Box 60520
Los Angeles CA 90060-0520

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

PURCHASE AND REDEMPTION OF SHARES

The Funds' minimum initial investment is $100,000. Subsequent investments of
$1,000 or more may be made. These minimum requirements may be changed at any
time. Exceptions to the minimum investment requirements may be made at the
discretion of the Investment Manager. In order to reach or maintain these
purchase and account minimums, your Authorized Institution may aggregate your
purchase with the purchases of its other clients. Further exceptions to the
purchase and account minimums may be made at our discretion. The Funds will
accept investments in cash only in U.S. dollars.

Each Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase order in-kind by
making payment in readily marketable securities chosen by the Fund and valued as
they are for purposes of computing the Fund's net asset values. However, the
Trust has elected to commit itself to pay in cash all requests for redemption by
any shareholder of record, limited in amount with respect to each shareholder
during any 90-day period to the lesser of: (1) $250,000, or (2) one percent of
the net asset value of the relevant Fund at the beginning of such period. If
payment is made in securities, a shareholder may incur transaction expenses in
converting these securities into cash.

To minimize administrative costs, share certificates will not be issued. Records
of share ownership are maintained by the Transfer Agent.

<PAGE>

Investors should remember that it may be difficult to complete transactions by
telephone during periods of drastic economic or market changes, when phone lines
may become busy with calls from other investors. If you want to buy or sell
shares but have trouble reaching the Funds by telephone, you may want to use
another method for completing a transaction, even though an alternative
procedure may mean that completing your transaction may take a longer period of
time.

The Funds may be required to withhold federal income tax at a rate of 31%
(backup withholding) from dividend payments, distributions, and redemption
proceeds if a shareholder fails to furnish the Funds with his/her certified
social security or tax identification number. The shareholder also must certify
that the number is correct and that he/she is not subject to backup withholding.
The certification is included as part of the share purchase application form. If
the shareholder does not have a social security number, he/she should indicate
on the purchase form that an application to obtain the number is pending. The
Funds are required to withhold taxes if a number is not delivered within seven
days.

OTHER INFORMATION

The Prospectuses of the Funds and this Statement of Additional Information do
not contain all the information included in the Registration Statement filed
with the SEC under the Securities Act, with respect to the securities offered by
the Prospectuses pursuant to the rules and regulations of the SEC. The
Registration Statement including the exhibits filed therewith may be examined at
the office of the SEC in Washington, D.C.

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

<PAGE>

APPENDIX - RATINGS OF INVESTMENT SECURITIES

I. COMMERCIAL PAPER

MOODY'S INVESTORS SERVICE

Prime-1 is the highest commercial paper rating assigned by
Moody's Issuers (or related supporting institutions) of commercial paper with
this rating are considered to have a superior ability to repay short-term
promissory obligations. Issuers (or related supporting institutions) of
securities rated Prime-2 are viewed as having a strong capacity to repay
short-term promissory obligations. This capacity will normally be evidenced by
many of the characteristics of issuers whose commercial paper is rated Prime-1,
but to a lesser degree.

STANDARD & POOR'S CORPORATION

A S&P A-1 commercial paper rating indicates either an
overwhelming or very strong degree of safety regarding timely payment of
principal and interest. Issues determined to possess overwhelming safety
characteristics are denoted A-1+. Capacity for timely payment on commercial
paper rated A-2 is strong, but the relative degree of safety s not as high as
for issues designated A-1.

II. SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS

MOODY'S INVESTORS SERVICE

Short-term notes and variable rate demand obligations bearing
the designations MIG-1/VMIG-1 are considered to be of the best quality, enjoying
strong protection from established cash flows, superior liquidity support or
demonstrated broad based access to the market for refinancing. Obligations rated
MIG-2/VMIG-2 are of high quality and enjoy ample margins of protection, although
not as large as those of the top rated securities.

STANDARD & POOR'S CORPORATION

A S&P SP-1 rating indicates that the subject securities'
issuer has a very strong capacity to pay principal and interest. Issues
determined to possess overwhelming safety characteristics are given a plus (+)
designation. S&P's determination that an issuer has a satisfactory capacity to
pay principal and interest is denoted by a SP-2 rating.

III. BONDS

MOODY'S INVESTORS SERVICE

Moody's rates the bonds it judges to be of the best quality
Aaa. These bonds carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or
extraordinarily stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of these issues. Bonds
carrying an Aa designation are deemed to be of high quality by all standards.
Together with Aaa rated bonds,

<PAGE>

they comprise what are generally known as high grade bonds. Aa bonds are
rated lower than the best bonds because they may enjoy relatively lower
margins of protections, fluctuations of protective elements may be of greater
amplitude or there may be other factors present which make them appear to be
subject to somewhat greater long-term risks.

STANDARD & POOR'S CORPORATION

AAA is the highest rating assigned by S&P to a bond and
indicates the issuer's extremely strong capacity to pay interest and repay
principal. An AA rating denotes a bond whose issuer has a very strong capacity
to pay interest and repay principal and differs from an AAA rating only in small
degree.

<PAGE>

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

PART C

OTHER INFORMATION

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

<PAGE>

CNI CHARTER FUNDS

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

FORM N-1A

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

PART C

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

Item 23. Exhibits

(a) Agreement and Declaration of Trust.

(1) Form of Agreement and Declaration of Trust.(A)

(2) Form of Amendment to the Agreement and Declaration of
Trust.(B)

(3) Certificate of Amendment to the Certificate of Trust.(B)

(b) By-Laws:

(1) By-Laws dated October 25, 1996.(A)

(2) Amendment to the By-Laws of the Trust.(B)

(d) Form of Investment Management Agreement.(B)

(e) Form of Distribution Agreement.(B)

(f) Bonus or Profit Sharing Contracts - not applicable.

(g) Form of Custody Agreement.(B)

(h) Other Material Contracts:

(1) Form of Administrative Services Agreement.(B)

(2) Form of Transfer Agent Agreement.(B)

(i) Opinion of Counsel as to legality of shares - filed herewith.

(j) Other Opinions - Independent Auditors' Consent - filed herewith.

(k) Omitted Financial Statements - not applicable.

(l) Initial Capital Agreement.(A)

(m) Distribution Plans.

(1) Form of Rule 12b-1 Plan.(B)

(2) Form of Share Marketing Agreement.(B)

(n) Financial Data Schedule - not applicable.

(o) Rule 18f-3 Plan.(B)

- -------------------------------------------
(A) Previously filed as an exhibit to Registrant's Registration Statement on
Form N1-A on November 14, 1996.

(B) Previously filed as an exhibit to Registrant's Post-Effective Amendment
No. 8 on May 3, 1999.

<PAGE>

Item 24. Persons Controlled by or Under Common Control with the Funds

Item 25. Indemnification

Please see Article VI of the Registrant's By-Laws, previously filed as
an Exhibit. Pursuant to Rule 484 under the Securities Act of 1933, as
amended, the Registrant furnishes the following undertaking:

"Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue."

Notwithstanding the provisions contained in the Registrant's By-Laws,
in the absence of authorization by the appropriate court on the merits
pursuant to Sections 4 and 5 of Article VI of said By-Laws, any
indemnification under said Article shall be made by Registrant only if
authorized in the manner provided in either subsection (a) or (b) of Section
6 of said Article VI.

Item 26. Business and Other Connections of the Investment Adviser

Please see Parts A and B of this Registration Statement for discussion of
the Investment Adviser.

Item 27. Principal Underwriter

(a) Not Applicable.

(b) Not Applicable.

Item 28. Location of Accounts and Records.

The accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended (the "Investment
Company Act") will be kept by the Registrant's Transfer Agent, SEI Investments
Fund Management, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456, except those
records relating to portfolio transactions and the basic organizational and
Trust documents of the Registrant (see Subsections (2)(iii), (4), (5), (6), (7),
(9), (10) and (11) of Rule 31a-1(b)), which will be kept by the Registrant at
400 North Roxbury Drive, Beverly Hills, California 90210.

Item 29. Management Services.

There are no management-related service contracts not discussed in
Parts A and B.

Item 30. Undertakings.

(a) Not applicable.

(b) Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
last annual report to Shareholders, upon request and without
charge.

C-2
<PAGE>

(c) Registrant has undertaken to comply with Section 16(a) of the
Investment Company Act which requires the prompt convening of
a meeting of shareholders to elect trustees to fill existing
vacancies in the Registrant's Board of Trustees in the event
that less than a majority of the trustees have been elected to
such position by shareholders. Registrant has also undertaken
promptly to call a meeting of shareholders for the purpose of
voting upon the question of removal of any Trustee or Trustees
when requested in writing to do so by the record holders of
not less than 10 percent of the Registrant's outstanding
shares and to assist its shareholders in communicating with
other shareholders in accordance with the requirements of
Section 16(c) of the Investment Company Act.

C-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the
"1933 Act") and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment to Registration Statement pursuant to Rule 485(b) under
the 1933 Act, and has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Beverly Hills, the State of California, on this 28th day of February,
2000.

THE CNI CHARTER FUNDS

By: /S/ MARK NAGLE*
---------------
Mark Nagle
President, Chief Executive Officer

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

<TABLE>

/S/ MARK NAGLE* President & February 28, 2000
- --------------- Chief Executive Officer
Mark Nagle

/S/ CHRISTOPHER SALFI* Controller & February 28, 2000
- ---------------------- Chief Operating Officer
Christopher Salfi

/S/ IRWIN G. BARNET* Trustee February 28, 2000
- --------------------
Irwin G. Barnet

/S/ MARIA D. HUMMER* Trustee February 28, 2000
- --------------------
Maria D. Hummer

/S/ JAMES R. WOLFORD* Trustee February 28, 2000
- ---------------------
James R. Wolford

/S/ WILLIAM R. SWEET* Trustee February 28, 2000
- ---------------------
William R. Sweet

/S/ VICTOR MESCHURES* Trustee February 28, 2000
Victor Meschures

* By: /S/ MITCHELL E. NICHTER
-----------------------
Mitchell E. Nichter, Attorney-in-Fact
pursuant to Powers of Attorney

</TABLE>

<PAGE>

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

EXHIBIT 23(i)

OPINION OF COUNSEL

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

<PAGE>

VIA EDGAR

Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com

February 29, 2000

CNI Charter Funds
400 North Roxbury Drive
Beverly Hills, CA 90210

Ladies and Gentlemen:

We have acted as counsel to CNI Charter Funds, a Delaware
business trust (the "Trust"), in connection with Post-Effective Amendment No. 13
to the Trust's Registration Statement filed on Form N-1A with the Securities and
Exchange Commission and Post-Effective Amendment No. 14 to the Trust's
Registration Statement filed on Form N-1A with the Securities and Exchange
Commission (the "Post-Effective Amendments") and relating to the issuance by the
Trust of an indefinite number of $0.01 par value shares of beneficial interest
(the "Shares") of the CNI Charter Large Cap Growth Equity Fund, the CNI Charter
Large Cap Value Equity Fund, the CNI Charter Corporate Bond Fund, the CNI
Charter Government Bond Fund, the CNI Charter California Tax Exempt Bond Fund,
the CNI Charter High Yield Bond Fund, the CNI Charter California Tax Exempt
Money Market Fund, the CNI Charter Government Money Market Fund and the CNI
Charter Money Market Fund series of the Trust (collectively, the "Funds").

In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:

(a) the Agreement and Declaration of Trust of the Trust
dated October 25, 1996 (the "Trust Instrument"),
certified to us by an officer of the Trust as being
true and complete and in effect on the date hereof;

(b) the Trust's Certificate of Trust as filed with the
Delaware Secretary of State on October 30, 1996,
certified to us by an officer of the Trust as

<PAGE>

CNI Charter Funds
February 29, 2000
Page 2

being true and complete and in effect on the date
hereof;

(c) the Bylaws of the Trust certified to us by an officer
of the Trust as being true and complete and in effect
on the date hereof;

(d) the Post-Effective Amendments;

(e) resolutions relating to the designation of the Funds
as series of the Trust and the issuance of the Shares
adopted by the Board of Trustees of the Trust at
meetings of the Board held on January 17, 1997,
January 14, 1999 and December 9, 1999, certified by
an officer of the Trust as being in full force and
effect without amendment or modification; and

(f) a certificate of an officer of the Trust concerning
certain factual matters relevant to this opinion.

In rendering our opinion below, we have not conducted an
independent examination of the books and records of the Trust for the purpose of
determining whether all of the Shares were fully paid prior to their issuance
and do not believe it to be our obligation to do so.

Our opinion below is limited to the federal law of the United
States of America and the business trust law of the State of Delaware. We are
not licensed to practice law in the State of Delaware, and we have based our
opinion below solely on our review of Chapter 38 of Title 12 of the Delaware
Code and the case law interpreting such Chapter as reported in the Delaware Code
Annotated (as updated on Lexis on February 28, 2000). We have not undertaken a
review of other Delaware law or court decisions or of any administrative
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.

Based on the foregoing and our examination of such questions
of law as we have deemed necessary and appropriate for the purpose of this
opinion, and assuming that (i) all of the Shares have been and will be issued
and sold for cash at the per-share public offering price on the date of their
issuance in accordance with statements in the Trust's Prospectuses respecting
the

<PAGE>

CNI Charter Funds
February 29, 2000
Page 3

Shares included in the Post-Effective Amendments and in accordance with the
Trust Instrument, (ii) all consideration for the Shares has been and will be
actually received by the Trust, and (iii) all applicable securities laws have
been and will be complied with, then it is our opinion that, when issued and
sold by the Trust, the Shares were and will be legally issued, fully paid and
nonassessable.

This opinion is rendered to you solely in connection with the
Post-Effective Amendments and is solely for your benefit. We hereby consent to
the use of this opinion in connection with the Post-Effective Amendments. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other person, firm, corporation or other entity for any purpose, without our
prior written consent. We disclaim any obligation to advise you of any
developments in areas covered by this opinion that occur after the date of this
opinion.

Sincerely yours,

/s/ Paul, Hastings, Janofsky & Walker LLP

<PAGE>

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

EXHIBIT 23(j)(1)

INDEPENDENT AUDITORS' CONSENT

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

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated December 11, 1998, relating to the
financial statements and financial highlights as of and for the period ended
October 31, 1998 which appear in the October 31, 1999 Annual Report to
Shareholders of CNI Charter Prime Money Market Fund (formerly Berkeley Money
Market Fund), which are also incorporated by reference into the Registration
Statement.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 28, 2000

<PAGE>

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

EXHIBIT 23(j)(2)

INDEPENDENT AUDITORS' CONSENT

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

<PAGE>

INDEPENDENT AUDITORS' CONSENT

The Board of Trustees
CNI Charter Funds:

We consent to the use of our report incorporated herein by reference and to the
references to our firm under the headings "Financial Highlights" in the
Prospectuses and "Independent Auditors and Reports to Shareholders" in the
Statement of Additional Information.

/s/ KPMG LLP

Los Angeles, California
February 28, 2000