CLS ADVISOR ONE FUNDS, N-1A EL, 1997-03-17

CLS ADVISOR ONE FUNDS
N-1A EL, 1997-03-17

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Commission File No.
Commission File No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

and

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940

CLS ADVISORONE FUNDS
(Exact Name of Registrant as Specified in Charter)

9802 NICHOLAS, SUITE 205, OMAHA, NE 68114
(Address of Principal Executive Offices-Zip Code)

Registrant's Telephone Number, including Area Code: (402) 397-3029

W. PATRICK CLARKE, CHAIRMAN AND PRESIDENT
9802 NICHOLAS, SUITE 205, OMAHA, NE 68114
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as
practicable after the effective date of this Registration Statement.

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

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/ / on (date) pursuant to paragraph (b) of Rule 485.

/ XXX / 60 days after filing pursuant to paragraph (a)(1).

/ / on (date) pursuant to paragraph (a)(1).

/ / 75 days after filing pursuant to paragraph (a)(2).

/ / on (date) pursuant to paragraph (a)(2) on Rule 485.

If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Pursuant to Rule 24f-2(a)(1), Registrant hereby declares that it is
registering under the Securities Act of 1933 an indefinite number of its shares
of beneficial interest of two series of the Registrant which have been
designated The Amerigo Fund and The Clermont Fund.

===========================================================================
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE>

CLS ADVISORONE FUNDS
THE AMERIGO FUND
THE CLERMONT FUND
CROSS REFERENCE SHEET TO FORM N-1A

PART A.

ITEM A. PROSPECTUS CAPTION

1 Cover Page

2 Highlights

Synopsis of Financial Information

3 Not Applicable

4 The Trust and its Management
Investment Objectives and Policies
Securities and Investment Practices

5 The Trust and its Management
5A Not Applicable

6(a) Other Information - Shares of Beneficial Interest
6(b) Not Applicable
6(c) Other Information - Shares of Beneficial Interest
6(d) Not Applicable
6(e) Highlights
6(f)(g) Dividends, Distributions and Taxes
6(h) Not Applicable

7(a) Not Applicable
7(b) How Net Asset Value is Determined
How to Buy Shares
7(c) How To Buy Shares
Exchange Privilege
Other Shareholder Services
7(d) How To Buy Shares
Highlights
7(e) Not Applicable
7(f) Not Applicable
7(g) Not Applicable

8(a) How To Make Withdrawals (Redemptions)
8(b) How To Make Withdrawals (Redemptions)
8(c) Shareholder Accounts
8(d) How To Make Withdrawals (Redemptions)

9 Not Applicable

<PAGE>

CLS ADVISORONE FUNDS

THE AMERIGO FUND
THE CLERMONT FUND
9802 Nicholas, Suite 205
Omaha, NE 68114
800-635-3427
402-397-3029

The CLS AdvisorOne Funds (the "Trust") is an open-end, management
investment company consisting of two separate diversified, no-load series with
different investment objectives (each a "Fund" and collectively, the "Funds").
The Funds seek to achieve their investment objectives by investing primarily
in shares of open-end investment companies, commonly known as "mutual funds",
and closed-end investment companies.

THE AMERIGO FUND'S INVESTMENT OBJECTIVE IS CAPITAL APPRECIATION AND
LONG-TERM GROWTH OF CAPITAL WITHOUT REGARD TO CURRENT INCOME.

THE CLERMONT FUND'S INVESTMENT OBJECTIVE IS GROWTH OF CAPITAL AND A
REASONABLE LEVEL OF CURRENT INCOME.

ADDITIONAL INFORMATION

This Prospectus sets forth basic information about the Trust and the
Funds that a prospective investor should know before investing and it should
be retained for future reference. A STATEMENT OF ADDITIONAL INFORMATION, dated
__________, 1997, has been filed with the Securities and Exchange Commission
and is incorporated herein by reference. The Statement of Additional
Information is available upon request and without charge by contacting the
Trust at the address given above or by calling 1-888-___-____ or (614)
___-____.

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

TABLE OF CONTENTS

Page

Highlights................................ 2
Synopsis of Financial Information......... 3
Investment Objectives and Policies........ 4
Securities and Investment Practices....... 7
The Trust and Its Management.............. 18
How To Buy Shares......................... 19
How To Make Withdrawals (Redemptions)..... 21
Other Shareholder Services................ 23
Shareholder Accounts...................... 23
Dividends, Distributions and Taxes........ 23
How Net Asset Value is Determined......... 25
Performance Information and Reports....... 26
Other Information......................... 27

INVESTMENT ADVISER: CLARKE LANZEN SKALLA INVESTMENT FIRM, INC.

PROSPECTUS DATED _________, 1997

<PAGE>

- ------------------------------------------------------------------------------
HIGHLIGHTS
- ------------------------------------------------------------------------------

INVESTMENT OBJECTIVES: The Amerigo Fund's investment objective is
capital appreciation and long-term growth of capital without regard to
current income.

The Clermont Fund's investment objective is growth of capital and a
reasonable level of current income.

LIQUIDITY: As open-end investment companies, the Funds continuously
offer and redeem shares of beneficial interest at the next determined net
asset value per share. See "How to Buy Shares" and "How to Make Withdrawals
(Redemptions)."

NO SALES OR REDEMPTION CHARGES OR 12B-1 FEES: There are no
commissions, fees or charges for the purchase or redemption of shares. The
Funds also do not charge 12b-1 fees. See "Synopsis of Financial Information",
"How to Buy Shares" and "How to Make Withdrawals (Redemptions)."

MINIMUM INVESTMENT: A minimum investment of $2,500 is required to
open an account, except an IRA account for which the minimum is $500.
Subsequent investments must be at least $100. Each Fund has the right to
redeem the shares in an account and pay the proceeds to the shareholder if the
value of the account drops below $1,000 ($500 for an IRA) because of
shareholder redemptions. The shareholder will be given 30 days written notice
and an opportunity to restore the account to $1,000 ($500 for an IRA). See "How
to Buy Shares", "Other Shareholder Services" and "Shareholder Accounts."

INVESTMENT ADVISER AND MANAGER: Clarke Lanzen Skalla Investment Firm,
Inc. is the Funds' investment adviser (the "Investment Adviser" or the
"Manager"). The Manager has been an investment adviser to individuals,
employee benefit plans, trusts and corporations since 1989. See "The Trust and
Its Management."

SHARES AVAILABLE THROUGH: Your investment adviser. See "How to Buy
Shares."

HOW TO BUY SHARES: Complete the New Account Application and forward
with payment as directed. Orders accompanied by payment (ordinary check, bank
check, bank wire, and money order) are accepted immediately and priced at the
next determined net asset value per share after receipt of the order. See
"How to Buy Shares" and "How Net Asset Value is Determined."

SHAREHOLDER INQUIRIES: Shareholder inquiries should be directed to
the Funds by writing the Funds c/o Mutual Funds Service Co., 6000 Memorial
Drive, Dublin, Ohio 43017, or calling 1-888-___-____. To protect the
confidentiality of shareholder accounts, information relating to a specific
account will be disclosed pursuant to a telephone inquiry if the shareholder
identifies the account by account number or by the taxpayer identification
number listed on the account.

<PAGE>

RISK FACTORS: Each Fund concentrates its investments in the shares of
other investment companies. Consequently, in addition to a shareholder bearing
his proportionate share of the expenses of a Fund, a shareholder also
indirectly bears similar expenses of the underlying investment companies. Each
Fund may invest, through investment companies, in what are sometimes referred
to as "junk bonds." Such securities are speculative investments which carry
greater risks than higher quality debt securities. Each Fund may invest,
through investment companies, in foreign securities which may involve risks in
addition to those of U.S. investments, including increased political and
economic risk, as well as exposure to currency fluctuation. Each Fund may use
various investment techniques to hedge the Fund's risks, including futures
contracts and options, and underlying investment companies may invest in
asset-backed securities. Special risk factors apply to those investments. See
"Investment Objectives and Policies" and "Securities and Investment Practices"
for a more detailed description of the risks associated with an investment in
the Funds.

- ------------------------------------------------------------------------------
SYNOPSIS OF FINANCIAL INFORMATION
- ------------------------------------------------------------------------------

THE AMERIGO FUND THE CLERMONT FUND

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed
on Purchases (as a percentage
of offering price)....................................... none none
Maximum Deferred Sales Load
(as a percentage of original purchase price
or redemption proceeds, as applicable)...................... none none
Maximum Sales Load Imposed on Reinvested
Dividends.................................................... none none
Redemption Fees................................................... none none
Exchange Fees..................................................... none none

ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Management Fees.................................................. 1.00% 1.00%
12b-1 Fees....................................................... none none
Other Expenses (after any expense reimburse-
ment or waiver*)............................................... 0.15% 0.15%
----- -----

TOTAL FUND OPERATING EXPENSES 1.15% 1.15%
(after any expense reimbursement or waiver*)

You would pay the following expense on a $1,000 investment, assuming (1) a 5%
annual return throughout the period and (2) redemption at the end of each
time period:

EXAMPLE:

THE AMERIGO FUND THE CLERMONT FUND

CUMULATIVE EXPENSES CUMULATIVE EXPENSES
PAID FOR THE PERIOD OF: PAID FOR THE PERIOD OF:

1 YEAR 3 YEARS 1 YEAR 3 YEARS
- ------ ------- ------ -------

$12 $37 $12 $37

<FN>
*The Manager presently intends to waive management fees or reimburse each Fund
through an expense reimbursement fee to the extent necessary to keep total
expenses of each Fund at 1.15% of average daily net assets. The Manager may
change this policy at any time without notice to shareholders. This would, in
some circumstances, have a material adverse effect on the net income of the
Funds and the return earned by shareholders. For planning purposes,
prospective investors and shareholders should assume that expense
reimbursements will not be made.
</FN>
</TABLE>

"Other expenses" is based on estimated amounts for the current fiscal
year. The expense table is meant to assist an investor in understanding the
various costs and expenses that an investor in the Funds will bear directly or
indirectly. The Funds do not impose an exchange fee or redemption fee. For
more complete descriptions of the various costs and expenses of the Funds see
"The Trust and Its Management."

The table and hypothetical examples above are for illustrative
purposes only. The investment rate of return and expenses should not be
considered a representation of past or future performance or expenses as
actual rates of return and expenses may be more or less than the rate and
amounts shown.

- ------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- ------------------------------------------------------------------------------

GENERAL

Each Fund seeks to achieve its investment objective by investing
primarily in a portfolio of open-end or closed-end investment companies (the
"underlying funds"), although it may invest up to 100% of its total assets in
one underlying fund. At times, for temporary defensive purposes when warranted
by general economic and financial conditions, a Fund may invest up to 100% of
its total assets directly in, or in underlying funds investing in, (or enter
into repurchase agreements (maturing in seven days or less) with banks and
broker-dealers with respect to) short-term debt securities, including U.S.
Treasury bills and other short-term U.S. Government securities, corporate
bonds, commercial paper, certificates of deposit, bankers' acceptances and
other money market instruments. A Fund may also invest directly in, or in
underlying funds investing in, futures contracts and options thereon. However,
a Fund normally will invest its assets in underlying funds. Although the Funds
may invest in shares of the same underlying fund, the percentage of each
Fund's assets so invested may vary and the Manager will determine that such
investments are consistent with the investment objectives and policies of each
Fund. The underlying funds in which a Fund invests may, but need not, have the
same investment policies as the Fund. The investments which may be made by
underlying funds in which the Funds invest and the risks associated with those
investments are further described under "Securities and Investment Practices."

<PAGE>

Although a Fund may invest in a number of different types of mutual
funds, a Fund will typically invest in the following types of mutual funds:
aggressive growth, growth, growth and income, small capitalization, specialty
and industry sector funds; international and global stock funds (including
developed and emerging markets, regional funds and country specific funds) and
international and global bond funds; U.S. Government securities, corporate
bond and high yield bond funds; utility and money market funds. Since a Fund
is subject to the risks of each investment type, the Fund and its performance
are affected by many factors.

The Manager will vary the percentage of a Fund's assets invested in
each type of underlying fund or security based upon the mix of such funds or
securities that the Manager believes will be most likely to achieve the Fund's
investment objective. In allocating assets among asset classes, the Manager
will employ both fundamental and technical analysis to assess relative risk
and reward potential throughout the financial markets, with the objective of
providing shareholders the best opportunity for achieving a Fund's investment
objective. Generally, in seeking a Fund's investment objective, the Manager
will alter the composition of the Fund's portfolio as economic and market
trends change. A Fund's portfolio is expected to vary considerably among the
various asset classes as these changes occur. The Manager substantially
underweights asset classes that it believes have above average market risk
with below average market potential over the short term; and it overweights
asset classes that it believes represent above average market potential with
below average market risk. By allocating its investments in this manner, a
Fund believes it will not be exposed to the same degree of market risk as a
fund which, for example, invests in only one asset class. However, the
allocation process is not limited to determining the degree to which a Fund's
assets should be invested in the different asset classes. The Manager
continually explores opportunities in various subclasses of assets:
geoeconomic considerations (i.e., foreign versus domestic), maturities of
fixed income securities (i.e., "short term" versus "long term"), market
capitalization (i.e., "blue chip" versus small capitalization), and sector
rotation (i.e., "high tech" versus staple industries).

A Fund may purchase "no-load" mutual funds, which are sold and
purchased without a sales charge, and "load" mutual funds, but only if the
load, or sales commission, is by previous agreement waived for purchases or
sales made by a Fund. However, when the Manager believes it is appropriate, a
Fund may also purchase mutual funds that charge a redemption fee of up to 2%
for short-term sales, but not mutual funds that charge a sales load upon
redemption. The underlying mutual funds in which a Fund invests may incur
distribution expenses in the form of 12b-1 fees.

The Manager selects underlying funds in which to invest based, in
part, on their investment objectives and policies, their investment adviser
and portfolio manager, and on analysis of their past performance (absolute,
relative and risk-adjusted). The Manager also considers other factors in the
selection of underlying funds, including, but not limited to, fund size,
liquidity, expense ratio, quality of shareholder service, reputation and
tenure of portfolio manager, general composition of its investment portfolio
and current and expected portfolio holdings. Typically, a Fund will invest its
assets in mutual funds from several different mutual funds families, managed
by a variety of investment advisers, and utilizing a variety of different
investment objectives and styles.

<PAGE>

The Trust may, in the future, seek to achieve each Fund's investment
objective by investing all of the Fund's assets in a no-load, diversified,
open-end management investment company having substantially the same
investment objective as the Fund. Each Fund's investment policies permit such
an investment. Shareholders will receive 30 days prior written notice with
respect to any such investment.

Except as otherwise provided herein, each Fund's investment objective
and its related policies and activities are not fundamental and may be changed
by the Trustees of the Trust, on behalf of a Fund, without approval of the
shareholders of that Fund.

THE AMERIGO FUND

The investment objective of the The Amerigo Fund is capital
appreciation and long-term growth of capital without regard to current income.
The underlying funds in which it invests will consist of funds which seek
capital growth or appreciation by investing primarily in common stock or
securities convertible into or exchangeable for common stock (such as
convertible preferred stock, convertible debentures or warrants).

The Fund also may invest up to 20% of its total assets in underlying
funds which invest primarily in long- or short-term bonds and other fixed
income securities (such as securities issued or guaranteed or insured by the
U.S. Government, its agencies or instrumentalities, commercial paper,
preferred stock, convertible preferred stock or convertible debentures)
whenever the Manager believes that these underlying funds offer a potential
for capital appreciation. These underlying funds may invest in investment
grade bonds or in bonds which are not considered investment grade (commonly
referred to as "junk bonds"). See "Securities and Investment Practices - High
Yield Securities."

The underlying funds in which the The Amerigo Fund invests may incur
more risk than those in which the The Clermont Fund invests. For example, they
may trade their portfolios more actively (which results in higher brokerage
commissions and increased realization of taxable capital gains) and/or invest
in companies whose securities are subject to more erratic market movements.
The underlying funds also may invest up to 100% of their assets in securities
of foreign issuers and engage in foreign currency transactions with respect to
these investments; invest up to 15% of their assets in restricted or illiquid
securities; invest up to 5% of their assets in warrants; invest in
asset-backed securities; lend their portfolio securities; sell securities
short; borrow money in amounts up to 25% of their assets for investment
purposes (i.e., leverage their portfolios); write (sell) or purchase call or
put options on securities or on stock indexes; concentrate more than 25% of
their assets in one industry; and enter into futures contracts and options on
futures contracts. The risks associated with these investments are described
in "Securities and Investment Practices."

<PAGE>

THE CLERMONT FUND

The investment objective of the The Clermont Fund is growth of
capital and a reasonable level of current income. The underlying funds in
which it invests will consist of funds which invest primarily in common stock
or securities convertible into or exchangeable for common stock (such as
convertible preferred stock, convertible debentures or warrants) and which
seek long-term capital growth or appreciation with current income typically of
secondary importance.

The Fund will also invest at least 20% of its total assets in
underlying funds which invest primarily in long- or short-term bonds and other
fixed income securities (such as securities issued or guaranteed or insured by
the U.S. Government, its agencies or instrumentalities, commercial paper,
preferred stock, convertible preferred stock or convertible debentures). These
underlying funds may invest in investment grade bonds or in bonds which are
not considered investment grade (commonly referred to as "junk bonds"). See
"Securities and Investment Practices - High Yield Securities."

The underlying funds in which the The Clermont Fund invests may be
authorized to invest up to 100% of their assets in the securities of foreign
issuers and engage in foreign currency transactions with respect to these
investments; invest up to 15% of their assets in restricted or illiquid
securities; invest up to 5% of their assets in warrants; invest in
asset-backed securities; lend their portfolio securities; sell securities
short; borrow money in amounts up to 25% of their assets for investment
purposes; write or purchase call or put options on securities or stock
indexes; concentrate more than 25% of their assets in one industry; and enter
into futures contracts and options on futures contracts. The risks associated
with these investments are described in "Securities and Investment Practices."

Additional information about the investment policies of the Funds
appears in the Statement of Additional Information. There can be no assurance
that the investment objective of the Funds will be achieved.

- ------------------------------------------------------------------------------
SECURITIES AND INVESTMENT PRACTICES
- ------------------------------------------------------------------------------

The following pages contain more detailed information about types of
instruments in which a Fund or its underlying funds may invest, strategies the
Manager may employ in pursuit of a Fund's investment objective, and a summary
of related risks. Any restrictions listed supplement those discussed earlier.
A complete listing of a Fund's limitations and more detailed information about
each Fund's investments are contained in the Statement of Additional
Information.

OPEN-END INVESTMENT COMPANIES. Any investment in a mutual fund
involves risk and, although the Funds may invest in a number of underlying
funds, this practice does not eliminate investment risk. Moreover, investing
through the Funds in an underlying portfolio of mutual funds involves certain
additional expenses and certain tax results which would not be present in a
direct investment in the underlying funds. See "Dividends, Distributions
and Taxes."

The Funds and any "affiliated persons" (as defined in the 1940 Act)
may purchase in the aggregate only up to 3% of the total outstanding
securities of any underlying fund. Accordingly, when affiliated persons hold

<PAGE>

shares of any of the underlying funds, each Fund's ability to invest fully in
shares of those funds is restricted, and the Manager must then, in some
instances, select alternative investments that would not have been its first
preference.

The 1940 Act also provides that an underlying fund whose shares are
purchased by a Fund will be obligated to redeem shares held by the Fund only
in an amount up to 1% of the underlying fund's outstanding securities during
any period of less than 30 days. Shares held by a Fund in excess of 1% of an
underlying fund's outstanding securities therefore, will be considered not
readily marketable securities which together with other such securities may
not exceed 15% of The Amerigo Fund's assets and 10% of The Clermont Fund's
assets.

Under certain circumstances an underlying fund may determine to make
payment of a redemption by a Fund wholly or partly by a distribution in kind
of securities from its portfolio, in lieu of cash, in conformity with the
rules of the Securities and Exchange Commission. In such cases, the Funds may
hold securities distributed by an underlying fund until the Manager determines
that it is appropriate to dispose of such securities.

Investment decisions by the investment advisers of the underlying
funds are made independently of the Funds and their Manager. Therefore, the
investment adviser of one underlying fund may be purchasing shares of the same
issuer whose shares are being sold by the investment adviser of another such
fund. The result of this would be an indirect expense to a Fund without
accomplishing any investment purpose.

An investor in the Funds should recognize that he may invest directly
in mutual funds and that, by investing in mutual funds indirectly through the
Funds, he will bear not only his proportionate share of the expenses of the
Funds (including operating costs and investment advisory and administrative
fees) but also, indirectly, similar expenses of the underlying funds. An
investor in the Funds through a managed account program who pays an advisory
fee for asset allocation should recognize that the combined expenses of the
program and of the Funds (including their indirect expenses) will involve
greater fees and expenses than present in other types of investments. In
addition, a Fund shareholder indirectly bears expenses paid by an underlying
fund related to the distribution of its shares. Finally, an investor should
recognize that, as a result of the Funds' policies of investing in other
underlying funds, he may receive taxable capital gains distributions to a
greater extent than would be the case if he invested directly in the
underlying funds. See "Dividends, Distributions and Taxes."

CLOSED-END INVESTMENT COMPANIES. The Funds may invest their assets in
"closed-end" investment companies (or "closed-end funds"), subject to the
investment restrictions set forth below. The Funds, together with any company
or companies controlled by the Funds, and any other investment companies
having the Manager as an investment adviser, may purchase in the aggregate
only up to 10% of the total outstanding voting stock of any closed-end fund.
Shares of closed-end funds are typically offered to the public in a one-time
initial public offering by a group of underwriters who retain a spread or
underwriting commission of between 4% or 6% of the initial public offering
price. Such securities are then listed for trading on the New York Stock

<PAGE>

Exchange, the American Stock Exchange, the National Association of Securities
Dealers Automated Quotation System (commonly known as "NASDAQ") and, in some
cases, may be traded in other over-the-counter markets. Because the shares of
closed-end funds cannot be redeemed upon demand to the issuer like the shares
of an open-end investment company (such as a Fund), investors seek to buy and
sell shares of closed-end funds in the secondary market.

A Fund generally will purchase shares of closed-end funds only in the
secondary market. A Fund will incur normal brokerage costs on such purchases
similar to the expenses a Fund would incur for the purchase of securities of
any other type of issuer in the secondary market. A Fund may, however, also
purchase securities of a closed-end fund in an initial public offering when,
in the opinion of the Manager, based on a consideration of the nature of the
closed-end fund's proposed investments, the prevailing market conditions and
the level of demand for such securities, they represent an attractive
opportunity for growth of capital. The initial offering price typically will
include a dealer spread, which may be higher than the applicable brokerage
cost if a Fund purchased such securities in the secondary market.

The shares of many closed-end funds, after their initial public
offering, frequently trade at a price per share which is less than the net
asset value per share, the difference representing the "market discount" of
such shares. This market discount may be due in part to the investment
objective of long-term appreciation, which is sought by many closed-end funds,
as well as to the fact that the shares of closed-end funds are not redeemable
by the holder upon demand to the issuer at the next determined net asset value
but rather are subject to the principles of supply and demand in the secondary
market. A relative lack of secondary market purchasers of closed-end fund
shares also may contribute to such shares trading at a discount to their net
asset value.

A Fund may invest in shares of closed-end funds that are trading at a
discount to net asset value or at a premium to net asset value. There can be
no assurance that the market discount on shares of any closed-end fund
purchased by a Fund will ever decrease. In fact, it is possible that this
market discount may increase and a Fund may suffer realized or unrealized
capital losses due to further decline in the market price of the securities of
such closed-end funds, thereby adversely affecting the net asset value of a
Fund's shares. Similarly, there can be no assurance that any shares of a
closed-end fund purchased by a Fund at a premium will continue to trade at a
premium or that the premium will not decrease subsequent to a purchase of such
shares by a Fund.

Closed-end funds may issue senior securities (including preferred
stock and debt obligations) for the purpose of leveraging the closed-end
fund's common shares in an attempt to enhance the current return to such
closed-end fund's common shareholders. A Fund's investment in the common
shares of closed-end funds that are financially leveraged may create an
opportunity for greater total return on its investment, but at the same time
may be expected to exhibit more volatility in market price and net asset value
than an investment in shares of investment companies without a leveraged
capital structure.

ILLIQUID AND RESTRICTED SECURITIES. An underlying fund may invest not
more than 15% of its total assets in securities for which there is no readily
available market ("illiquid securities") which would include securities the
disposition of which would be subject to legal restrictions (so-called

<PAGE>

"restricted securities") and repurchase agreements having more than seven days
to maturity. A considerable period of time may elapse between an underlying
fund's decision to dispose of such securities and the time when the fund is
able to dispose of them, during which time the value of the securities (and
therefore the value of the underlying fund's shares held by a Fund) could
decline.

FOREIGN SECURITIES. An underlying fund may invest up to 100% of its
assets in securities of foreign issuers. There may be less publicly available
information about these issuers than is available about companies in the U.S.
and foreign auditing requirements may not be comparable to those in the U.S.
In addition, the value of the underlying fund's foreign securities may be
adversely affected by fluctuations in the exchange rates between foreign
currencies and the U.S. dollar, as well as other political and economic
developments, including the possibility of expropriation, confiscatory
taxation, exchange controls or other foreign governmental restrictions. In
addition, income received by an underlying fund from sources within foreign
countries, such as dividends and interest payable on foreign securities, may
be subject to foreign taxes, including taxes withheld from payments on those
securities. Moreover, the underlying funds will generally calculate their net
asset values and complete orders to purchase, exchange or redeem shares only
on a Monday-Friday basis (excluding holidays on which the NYSE is closed).
Foreign securities in which the underlying funds may invest may be listed
primarily on foreign stock exchanges which may trade on other days (such as
Saturday). As a result, the net asset value of an underlying fund's portfolio
may be significantly affected by such trading on days when the Manager does
not have access to the Funds. Under the Investment Company Act of 1940 (the
"1940 Act"), an underlying fund may maintain its foreign securities in the
custody of non-U.S. banks and securities depositories.

FOREIGN CURRENCY TRANSACTIONS. In connection with its portfolio
transactions in securities traded in a foreign currency, an underlying fund
may enter into forward contracts to purchase or sell an agreed upon amount of
a specific currency at a future date which may be any fixed number of days
from the date of the contract agreed upon by the parties at a price set at the
time of the contract. Under such an arrangement, concurrently with the entry
into a contract to acquire a foreign security for a specified amount of
currency, the underlying fund would purchase with U.S. dollars the required
amount of foreign currency for delivery at the settlement date of the
purchase. The underlying fund would enter into similar forward currency
transactions in connection with the sale of foreign securities. The effect of
such transactions would be to fix a U.S. dollar price for the security to
protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during
the period between the date the security is purchased or sold and the date on
which payment is made or received, the normal range of which is three to 14
days. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
A forward contract generally has no deposit requirement and no commissions are
charged at any stage for trades. Although such contracts tend to minimize the
risk of loss due to a decline in the value of the subject currency, they tend
to limit commensurably any potential gain which might result should the value
of such currency increase during the contract period.

<PAGE>

INDUSTRY CONCENTRATION. An underlying fund may concentrate its
investments within one industry. Because the scope of investment alternatives
within an industry is limited, the value of the shares of such an underlying
fund may be subject to greater market fluctuation than an investment in a fund
which invests in a broader range of securities.

MASTER DEMAND NOTES. Although the Funds themselves will not do so,
underlying funds (particularly money market mutual funds) may invest up to
100% of their assets in master demand notes. Master demand notes are unsecured
obligations of U.S. corporations redeemable upon notice that permit investment
by an underlying fund of fluctuating amounts at varying rates of interest
pursuant to direct arrangements between the underlying fund and the issuing
corporation. Because they are direct arrangements between the underlying fund
and the issuing corporation, there is no secondary market for the notes.
However, they are redeemable at face value, plus accrued interest, at any
time.

REPURCHASE AGREEMENTS. Underlying funds, particularly money market
funds, may enter into repurchase agreements with banks and broker-dealers
under which they acquire securities subject to an agreement with the seller to
repurchase the securities at an agreed upon time and price. The Funds also may
enter into repurchase agreements. These agreements are considered under the
1940 Act to be loans by the purchaser collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, the underlying fund may experience delay or difficulties in
exercising its rights to realize upon the securities held as collateral and
might incur a loss if the value of the securities should decline. For a more
complete discussion of repurchase agreements, see "Investment Objectives and
Policies" in the Statement of Additional Information.

LOANS OF PORTFOLIO SECURITIES. A Fund or an underlying fund may lend
its portfolio securities provided: (1) the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily mark-to-market basis in an amount at least
equal to the current market value of the securities loaned; (2) the Fund or
the underlying fund may at any time call the loan and obtain the return of the
securities loaned; (3) the Fund or the underlying fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities loaned will not at any time exceed one-third of the
total assets of the Fund or the underlying fund. Loans of securities involve a
risk that the borrower may fail to return the securities or may fail to
provide additional collateral.

SHORT SALES. An underlying fund may sell securities short. In a short
sale, the underlying fund sells stock which it does not own, making delivery
with securities "borrowed" from a broker. The underlying fund is then
obligated to replace the security borrowed by purchasing it at the market
price at the time of replacement. This price may or may not be less than the
price at which the security was sold by the underlying fund. Until the
security is replaced, the underlying fund is required to pay to the lender any
dividends or interest which accrue during the period of the loan. In order to
borrow the security, the underlying fund may also have to pay a premium which
would increase the cost of the security sold. The proceeds of the short sale
will be retained by the broker, to the extent necessary to meet margin
requirements, until the short position is closed out.

<PAGE>

The underlying fund also must deposit in a segregated account an
amount of cash or U.S. Government securities equal to the difference between
(a) the market value of the securities sold short at the time they were sold
short and (b) the value of the collateral deposited with the broker in
connection with the short sale (not including the proceeds from the short
sale). While the short position is open, the underlying fund must maintain
daily the segregated account at such a level that (1) the amount deposited in
it plus the amount deposited with the broker as collateral equals the current
market value of the securities sold short and (2) the amount deposited in it
plus the amount deposited with the broker as collateral is not less than the
market value of the securities at the time they were sold short. Depending
upon market conditions, up to 80% of the value of the underlying fund's net
assets may be deposited as collateral for the obligation to replace securities
borrowed to effect short sales and allocated to a segregated account in
connection with short sales.

The underlying fund will incur a loss as a result of the short sale
if the price of the security increases between the date of the short sale and
the date on which the underlying fund replaces the borrowed security. The
underlying fund will realize a gain if the security declines in price between
those dates. The amount of any gain will be decreased and the amount of any
loss increased by the amount of any premium, dividends or interest the
underlying fund may be required to pay in connection with a short sale.

A short sale is "against the box" if at all times when the short
position is open the underlying fund owns an equal amount of the securities or
securities convertible into, or exchangeable without further consideration
for, securities of the same issue as the securities sold short. Such a
transaction serves to defer a gain or loss for Federal income tax purposes.

OPTIONS ACTIVITIES. An underlying fund may write (i.e., sell) listed
call options ("calls") if the calls are "covered" throughout the life of the
option. A call is "covered" if the underlying fund owns the optioned
securities. When an underlying fund writes a call, it receives a premium and
gives the purchaser the right to buy the underlying security at any time
during the call period (usually not more than nine months in the case of
common stock) at a fixed exercise price regardless of market price changes
during the call period. If the call is exercised, the underlying fund will
forgo any gain from an increase in the market price of the underlying security
over the exercise price.

An underlying fund may purchase a call on securities only to effect a
"closing purchase transaction" which is the purchase of a call covering the
same underlying security and having the same exercise price and expiration
date as a call previously written by the fund on which it wishes to terminate
its obligation. If the underlying fund is unable to effect a closing purchase
transaction, it will not be able to sell the underlying security until the
call previously written by the underlying fund expires (or until the call is
exercised and the fund delivers the underlying security).

An underlying fund also may write and purchase put options ("puts").
When an underlying fund writes a put, it receives a premium and gives the

<PAGE>

purchaser of the put the right to sell the underlying security to the fund at
the exercise price at any time during the option period. When an underlying
fund purchases a put, it pays a premium in return for the right to sell the
underlying security at the exercise price at any time during the option
period. An underlying fund also may purchase stock index puts which differ
from puts on individual securities in that they are settled in cash based on
the values of the securities in the underlying index rather than by delivery
of the underlying securities. Purchase of a stock index put is designed to
protect against a decline in the value of the portfolio generally rather than
an individual security in the portfolio. If any put is not exercised or sold,
it will become worthless on its expiration date.

An underlying fund's option positions may be closed out only on an
exchange which provides a secondary market for options of the same series, but
there can be no assurance that a liquid secondary market will exist at a given
time for any particular option. In this regard, trading in options on certain
securities (such as U.S. Government securities) is relatively new so that it
is impossible to predict to what extent liquid markets will develop or
continue.

The underlying fund's custodian, or a securities depository acting
for it, generally acts as escrow agent as to the securities on which the
underlying fund has written puts or calls, or as to other securities
acceptable for such escrow so that no margin deposit is required of the
underlying fund. Until the underlying securities are released from escrow,
they cannot be sold by the underlying fund.

In the event of a shortage of the underlying securities deliverable
on exercise of an option, the Options Clearing Corporation has the authority
to permit other, generally comparable securities to be delivered in
fulfillment of option exercise obligations. If the Options Clearing
Corporation exercises its discretionary authority to allow such other
securities to be delivered, it may also adjust the exercise prices of the
affected options by setting different prices at which otherwise ineligible
securities may be delivered. As an alternative to permitting such substitute
deliveries, the Options Clearing Corporation may impose special exercise
settlement procedures.

FUTURES CONTRACTS. A Fund or an underlying fund may enter into
futures contracts for the purchase or sale of debt securities and stock
indexes. A futures contract is an agreement between two parties to buy and
sell a security or an index for a set price on a future date. Futures
contracts are traded on designated "contract markets" which, through their
clearing corporations, guarantee performance of the contracts.

Generally, if market interest rates increase, the value of
outstanding debt securities declines (and vice versa). Entering into a futures
contract for the sale of securities has an effect similar to the actual sale
of securities, although sale of the futures contract might be accomplished
more easily and quickly. For example, if a Fund or an underlying fund holds
long-term U.S. Government securities and it anticipates a rise in long-term
interest rates, it could, in lieu of disposing of its portfolio securities,
enter into futures contracts for the sale of similar long-term securities. If
rates increased and the value of the Fund or underlying fund's portfolio
securities declined, the value of the Fund or underlying fund's futures
contracts would increase, thereby protecting the Fund or the underlying fund
by preventing the net asset value from declining as much as it otherwise would
have. Similarly, entering into futures contracts for the purchase of

<PAGE>

securities has an effect similar to the actual purchase of the underlying
securities, but permits the continued holding of securities other than the
underlying securities. For example, if a Fund or the underlying fund expects
long-term interest rates to decline, it might enter into futures contracts for
the purchase of long-term securities so that it could gain rapid market
exposure that may offset anticipated increases in the cost of securities it
intends to purchase while continuing to hold higher-yield short-term
securities or waiting for the long-term market to stabilize.

A stock index futures contract may be used to hedge a Fund or an
underlying fund's portfolio with regard to market risk as distinguished from
risk relating to a specific security. A stock index futures contract does not
require the physical delivery of securities, but merely provides for profits
and losses resulting from changes in the market value of the contract to be
credited or debited at the close of each trade day to the respective accounts
of the parties to the contract. On the contract's expiration date, a final
cash settlement occurs. Changes in the market value of a particular stock
index futures contract reflect changes in the specified index of equity
securities on which the future is based.

There are several risks in connection with the use of
futures contracts. In the event of an imperfect correlation between the
futures contract and the portfolio position which is intended to be protected,
the desired protection may not be exposed to risk of loss. Further,
unanticipated changes in interest rates or stock price movements may result in
a poorer overall performance for a Fund or the underlying fund than if it had
not entered into futures contracts on debt securities or stock indexes.

In addition, the market prices of futures contracts may be affected
by certain factors. First, all participants in the futures market are subject
to margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between
the securities and futures markets. Second, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions.

Finally, positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board
of trade will exist for any particular contract or at any particular time.

OPTIONS ON FUTURES CONTRACTS. A Fund or an underlying fund also may
purchase and sell listed put and call options on futures contracts. An option
on a futures contract gives the purchaser the right, in return for the premium
paid, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put), at a specified
exercise price at any time during the option period. When an option on a
futures contract is exercised, delivery of the futures position is accompanied
by cash representing the difference between the current market price of the
futures contract and the exercise price of the option. A Fund or underlying
fund may purchase put options on futures contracts in lieu of, and for the

<PAGE>

same purpose as, a sale of a futures contract. It also may purchase such put
options in order to hedge a long position in the underlying futures contract
in the same manner as it purchases "protective puts" on securities.

As with options on securities, the holder of an option may terminate
his position by selling an option of the same series. There is no guarantee
that such closing transactions can be effected. A Fund or the underlying fund
is required to deposit initial margin and maintenance margin with respect to
put and call options on futures contracts written by it pursuant to brokers'
requirements similar to those applicable to futures contracts described above
and, in addition, net option premiums received will be included as initial
margin deposits.

In addition to the risks which apply to all options transactions,
there are several special risks relating to options on futures contracts. The
ability to establish and close out positions on such options will be subject
to the development and maintenance of a liquid secondary market. It is not
certain that this market will develop. Compared to the use of futures
contracts, the purchase of options on futures contracts involves less
potential risk to a Fund or the underlying fund because the maximum amount at
risk is the premium paid for the options (plus transaction costs). However,
there may be circumstances when the use of an option on a futures contract
would result in a loss to a Fund or an underlying fund when the use of futures
contract would not, such as when there is no movement in the prices of the
underlying securities. Writing an option on a futures contract involves risks
similar to those arising in the sale of futures contracts, as described above.

HEDGING. A Fund or an underlying fund may employ many of the
investment techniques described in this section not only for investment
purposes, but also for hedging purposes. For example, an underlying fund may
purchase or sell put and call options on common stocks to hedge against
movements in individual common stock prices, or a Fund or an underlying fund
may purchase and sell stock index futures and related options to hedge against
marketwide movements in common stock prices. Although such hedging techniques
generally tend to minimize the risk of loss that is hedged against, they also
may limit commensurably the potential gain that might have resulted had the
hedging transaction not occurred. Also, the desired protection generally
resulting from hedging transactions may not always be achieved.

LEVERAGE THROUGH BORROWING. A Fund or an underlying fund may borrow
up to 25% of the value of its net assets on an unsecured basis from banks to
increase its holdings of portfolio securities. Under the 1940 Act, the Fund or
the underlying fund is required to maintain continuous asset coverage of 300%
with respect to such borrowings and to sell (within three days) sufficient
portfolio holdings to restore such coverage if it should decline to less than
300% due to market fluctuations or otherwise, even if disadvantageous from an
investment standpoint. Leveraging will exaggerate the effect of any increase
or decrease in the value of portfolio securities on the Fund or the underlying
fund's net asset value, and money borrowed will be subject to interest costs
(which may include commitment fees and/or the cost of maintaining minimum
average balances) which may or may not exceed the interest and option premiums
received from the securities purchased with borrowed funds.

<PAGE>

WARRANTS. An underlying fund may invest in warrants, which are
options to purchase equity securities at specific prices valid for a specific
period of time. The prices do not necessarily move parallel to the prices of
the underlying securities. Warrants have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer. If a
warrant is not exercised within the specified time period, it will become
worthless and the underlying fund will lose the purchase price and the right
to purchase the underlying security.

HIGH YIELD SECURITIES. Investing in high yield, high risk securities
involves special risks in addition to the risks associated with investments in
higher rated debt securities. High yield, high risk securities may be regarded
as predominantly speculative with respect to the issuer's continuing ability
to meet principal and interest payments.

High yield, high risk securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions than higher
grade securities. The prices of high yield, high risk securities have been
found to be less sensitive to interest rate changes than more highly rated
investments, but more sensitive to adverse economic downturns or individual
corporate developments. A projection of an economic downturn or of a period of
rising interest rates, for example, could cause a decline in high yield, high
risk security prices because the advent of a recession could lessen the
ability of a highly leveraged company to make principal and interest payments
on its debt securities. If the issuer of high yield, high risk securities
defaults, an underlying fund may incur additional expenses to seek recovery.
In the case of high yield securities structured as zero coupon or
payment-in-kind securities, the market prices of such securities are affected
to a greater extent by interest rate changes, and therefore tend to be more
volatile than securities which pay interest periodically and in cash.

The secondary markets on which high yield, high risk securities are
traded may be less liquid than the market for higher grade securities. Less
liquidity in the secondary trading markets could adversely affect and cause
large fluctuations in the daily net asset value of an underlying fund's
shares. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of high yield,
high risk securities, especially in a thinly traded market.

There may be special tax considerations associated with investing in
high yield, high risk securities structured as zero coupon or payment-in-kind
securities. An underlying fund records the interest on these securities as
income even though it receives no cash interest until the security's maturity
or payment date. An underlying fund will be required to distribute all or
substantially all such amounts annually and may have to obtain the cash to do
so by selling securities which otherwise would continue to be held.
Shareholders will be taxed on these distributions.

The use of credit ratings as the sole method of evaluating high
yield, high risk securities can involve certain risks. For example, credit
ratings evaluate the safety of principal and interest payments, not the market
value risk of high yield, high risk securities. Also, credit rating agencies
may fail to change credit ratings in a timely fashion to reflect events since
the security was last rated.

<PAGE>

ASSET-BACKED SECURITIES

An underlying fund may invest in mortgage pass-through securities,
which are securities representing interest in pools of mortgage loans secured
by residential or commercial real property in which payments of both interest
and principal on the securities are generally made monthly, in effect passing
through monthly payments made by individual borrowers on mortgage loans which
underlie the securities (net of fees paid to the issuer or guarantor of the
securities). Early repayment of principal on some mortgage-related securities
(arising from prepayments of principal due to sale of the underlying property,
refinancing, or foreclosure, net of fees and costs which may be incurred) may
expose an underlying fund to a lower rate of return upon reinvestment of
principal. Also, if a security subject to prepayment has been purchased at a
premium in the event of prepayment the value of the premium would be lost.

Like other fixed income securities, when interest rates rise, the
value of a mortgage-related security generally will decline; however, when
interest rates are declining, the value of mortgage-related securities with
prepayment features may not increase as much as other fixed income securities.

An underlying fund may invest in collateralized mortgage obligations
(CMOs), which are hybrid mortgage-related instruments. Similar to a bond,
interest and pre-paid principal on a CMO are paid, in most cases,
semiannually. CMOs are collateralized by portfolios of mortgage pass-through
securities and are structured into multiple classes with different stated
maturities. Monthly payments of principal, including prepayments, are first
returned to investors holding the shortest maturity class; investors holding
the longer maturity classes receive principal only after the first class has
been retired.

Other mortgage-related securities in which an underlying fund may
invest include other securities that directly or indirectly represent a
participation in, or are secured by and payable from, mortgage loans on real
property, such as CMO residuals or stripped mortgage-backed securities, and
may be structured in classes with rights to receive varying proportions of
principal and interest. In addition, the underlying funds may invest in other
asset-backed securities that have been offered to investors or will be offered
to investors in the future. Several types of asset-backed securities have
already been offered to investors, including certificates for automobile
receivables, which represent undivided fractional interests in a trust whose
assets consist of a pool of motor vehicle retail installment sales contracts
and security interest in the vehicles securing the contracts.

PORTFOLIO TURNOVER

Because the Manager may employ defensive investment strategies when
market trends are not considered favorable, the Manager may occasionally
change the entire portfolios in a Fund. High transaction costs could result
when compared with other funds. Trading may also result in realization of net
short-term capital gains upon which shareholders may be taxed at ordinary tax
rates when distributed from a Fund.

<PAGE>

The active asset allocation approach of a Fund can produce
high portfolio turnover ratios when calculated in accordance with SEC rules.
The The Amerigo Fund and the The Clermont Fund's annual portfolio turnover
rates are not expected to exceed 300% each.

Each Fund intends to comply with the short-term trading restrictions
of Subchapter M of the Internal Revenue Code of 1986, as amended, although
these restrictions could inhibit a rapid change in the Fund's investments.

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THE TRUST AND ITS MANAGEMENT
- ------------------------------------------------------------------------------

The Trust was organized as a Massachusetts business trust on March 3,
1997. Each Fund is a diversified open-end management investment company. The
Trust's offices are at 9802 Nicholas, Suite 205, Omaha, Nebraska 68114. The
business and affairs of the Trust are under the direction of its Board of
Trustees.

Each Fund has retained the services of Clarke Lanzen Skalla
Investment Firm, Inc. as investment adviser (the "Manager"). The Manager has
been an investment adviser to individuals, employee benefit plans, trusts and
corporations since 1989. Although the Manager has been an investment adviser,
and has been selecting mutual funds for its clients, for eight years, the
Manger has had no prior experience in managing a mutual fund. The Manager
serves each Fund pursuant to an Investment Advisory Contract under the terms
of which it has agreed to provide an investment program within the limitations
of the Fund's investment policies and restrictions, and to furnish all
executive, administrative, and clerical services required for the transaction
of Fund business, other than accounting services and services which are
provided by the Fund's custodian, transfer agent, independent accountants and
legal counsel

The Manager maintains its offices at 9802 Nicholas, Suite 205, Omaha,
Nebraska 68114. As of January 31, 1997, the Manager held discretionary
investment authority over approximately $530 million of assets. The Manager is
controlled by W. Patrick Clarke through ownership of voting common stock. Mr.
Clarke, a director and the President of the Manager, is Chairman, President
and a Trustee of the Trust.

The Manager earns an annual fee, payable in monthly installments,
from each Fund at the rate of 1.00% of the Fund's average net assets. This fee
may be higher than the fee charged to most other investment companies.

Accounting, stock transfer, and dividend disbursing services are
provided to the Fund by Mutual Funds Service Co., 6000 Memorial Drive, Dublin,
Ohio 43017. Mutual Funds Service Co. also serves as Administrator to the Fund
pursuant to an Administration Services Agreement. Services provided to the
Fund include coordinating and monitoring any third party services to the Fund;
providing the necessary personnel to perform administrative functions for the
Fund; assisting in the preparation, filing and distribution of proxy
materials, periodic reports to Trustees and shareholders, registration
statements and other necessary documents. The Fund incurs an annual
administrative fee, payable monthly, of .05% of the Fund's average net assets,

<PAGE>

subject to a minimum annual fee of $30,000. These fees are reviewable annually
by the Trustees of the Trust.

A broker-dealer may use a portion of the commissions paid by a Fund
to reduce the Fund's expenses. The Manager may take into account sales of
shares of a Fund in selecting broker-dealers to effect portfolio transactions
on behalf of a Fund.

The Manager may use its resources to pay expenses associated with the
sale of a Fund's shares. This may include payments to parties such as banks or
broker-dealers that provide shareholder support services or engage in the sale
of a Fund's shares. However, the Funds do not pay the Manager any separate
fees for this service.

Each Fund may effect portfolio transactions with or through CLS
Brokerage Services, Inc., an affiliate of the Manager, when the Manager
determines that the Fund will receive the best net price and execution. This
standard would allow CLS Brokerage Services, Inc. to receive no more than the
remuneration that would be expected to be received by an unaffiliated broker
in a commensurate arm's-length transaction.

Information concerning the Trustees and officers of the Trust appears
in the Statement of Additional Information.

PORTFOLIO MANAGER

Randal D. Skalla is the portfolio manager primarily responsible for
the day-to-day management of the Funds.

Mr. Skalla, a Trustee and Vice President of the Trust, has been
employed by the Manager since December, 1989 and has been a director and the
Chief Investment Officer of the Manager since December, 1992. He is a graduate
of Brigham Young University where he earned a Bachelor of Science degree in
Economics and a Masters of Business Administration degree with an emphasis in
Finance and Investments.

TRANSFER AGENT

Mutual Funds Service Co. ("MFSCO"), 6000 Memorial Drive, Dublin, Ohio
43017 provides stock transfer, dividend disbursing and accounting and
administrative services to the Funds.

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HOW TO BUY SHARES
- ------------------------------------------------------------------------------

Shares of each Fund are offered continuously and sold at the net
asset value per share next determined after receipt by the Fund of both a
purchase order and payment. (See "How Net Asset Value is Determined.") Net
asset value generally changes each day.

<PAGE>

MINIMUM INVESTMENT -- The minimum investment to open an account is
$2,500 except an Individual Retirement Account (IRA) which has a $500 minimum.
Subsequent investments in any account may be made in amounts of at least $100.

OPENING AN ACCOUNT --You may open an account through your investment
adviser (by mail or bank wire) as follows:

By Mail: To purchase shares, fill out the New Account Application accompanying
this Prospectus (including the Client Profile) and give it to your investment
adviser. A check payable to The The Amerigo Fund or The The Clermont Fund must
accompany the New Account Application. Your investment adviser should mail the
New Account Application and the check to the following address:

CLS ADVISORONE FUNDS, C/O MUTUAL FUNDS SERVICE CO., P.O. BOX 7177, DUBLIN,
OHIO 43017

By Bank Wire: If the wire order is for a new account in a Fund, you must
telephone the Fund prior to making your initial investment. Call
1-888-___-____, or (614) ___-____. Advise the Fund of the amount you wish
to invest and obtain an account number and instructions. Have your bank
wire federal funds to:

STAR BANK, N.A. CINTI/TRUST
(ABA #: 042-00001-3)

ATTENTION: THE CLS ADVISORONE FUNDS
(and Name of Fund -- see below)
Credit Account Number (account number for Fund as follows):

THE AMERIGO FUND
Account Number ________

THE CLERMONT FUND
Account Number ________

Account Name (your name)
Personal Account No. (your CLS AdvisorOne Funds account number)

On new accounts, your investment adviser must send a completed New
Account Application (including the Client Profile) to CLS AdvisorOne Funds c/o
Mutual Funds Service Co., P.O. Box 7177, Dublin, OH 43017 on the same day your
wire is sent. A Fund will not permit redemptions until it receives the New
Account Application in good order.

SUBSEQUENT INVESTMENTS--Subsequent investments in an existing account
in a Fund may be made by mailing a check payable to The The Amerigo Fund
and/or The The Clermont Fund (please include your account number(s) on the
check) and mail as follows:

THE CLS ADVISORONE FUNDS
LOCATION NUMBER: 00215
CINCINNATI, OH 45264-0215

<PAGE>

Subsequent investments may also be made by bank wire as described
above. It is necessary to notify a Fund prior to each wire purchase. Wires
sent without notifying the Fund will result in a delay of the effective date
of your purchase.

AUTOMATIC ACCOUNT BUILDER--Periodic investments in an existing account
can be made by selecting this option. (See "Other Shareholder Services.")

WHEN PURCHASES ARE EFFECTIVE--Shares of each Fund are sold at net
asset value per share next determined after receipt by Mutual Funds Service
Co. of both a purchase order and payment.

If a shareholder's check is dishonored, the purchase and any
dividends paid thereon, if any, will be reversed. If shares are purchased with
federal funds, they may be redeemed at any time thereafter and the shareholder
may secure his funds as explained below. (See "How to Make Withdrawals
(Redemptions).") However, if shares are purchased by check(s) or the Automatic
Account Builder, Mutual Funds Service Co. will delay payment of redemption
proceeds until the check used to purchase shares, or Automatic Account Builder
order, has cleared which could be fifteen (15) calendar days or more
subsequent to the purchase of the shares. A Fund will forward the proceeds
promptly once the check has cleared.

FINANCIAL INSTITUTIONS--You may buy shares or sell shares of a Fund
through a broker or financial institution who may charge you a fee for this
service. If you are purchasing shares of a Fund through a program of services
offered or administered by a securities dealer or financial institution, you
should read the program materials in conjunction with this Prospectus.

Certain financial institutions that have entered into sales
agreements with the Trust may enter confirmed purchase orders on behalf of
customers by telephone to purchase shares of a Fund. Payment is due no later
than a Fund's pricing on the following business day. If payment for the
purchase of shares is not received in a timely manner, the financial
institution could be held liable for any loss incurred by a Fund.

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HOW TO MAKE WITHDRAWALS (REDEMPTIONS)
- ------------------------------------------------------------------------------

Shares are redeemed and funds withdrawn at net asset value per share,
and there are no redemption fees. (See "How Net Asset Value Is Determined.")

BY MAIL--A shareholder may redeem shares by mailing a written request
in good order to CLS AdvisorOne Funds c/o Mutual Funds Service Co., P.O. Box
7177, Dublin, OH 43017. Good order means that the request must be signed by
the shareholder(s) and the signature(s) must be guaranteed by an eligible
guarantor institution (a bank, broker-dealer, credit union, securities
exchange and association, clearing agency and savings association). The Funds
do not accept signatures guaranteed by a notary public. Further documentation
may be required as to the authority of the person requesting redemption of

<PAGE>

shares held of record in the name of corporations, executors, administrators,
trustees, guardians or other fiduciaries. The Funds may waive these
requirements in certain instances.

Amounts withdrawn are mailed without charge to the address printed on
your account statement.

BY TELEPHONE--A shareholder may redeem by telephone: 1-888-___-____,
or call (614) ___-____. Shareholders who wish to use this procedure must so
elect on the New Account Application. Amounts withdrawn from an account by
telephone are mailed without charge to the address printed on your account
statement.

As a special service, a shareholder may arrange to have amounts in
excess of $1,000 wired in federal funds to a designated commercial bank
account. To use this procedure please designate on the New Account Application
a bank and bank account number to receive the proceeds of wire withdrawals.
There is no charge for this service.

A shareholder may change the bank account designated to receive
redemptions. This may be done at any time upon written request to the Funds.
The shareholder's signature must be guaranteed. Further documentation may be
required from corporations, executors, administrators, trustees, guardians, or
other fiduciaries.

Neither the Funds nor Mutual Funds Service Co. ("MFSCo") will be
responsible for any loss, expense, or cost arising from any telephone
redemption request made according to the authorization set forth in the New
Account Application if they reasonably believe such request to be genuine and
follow reasonable procedures designed to verify the identity of the person
requesting the redemption. If MFSCo fails to follow reasonable procedures,
MFSCo or the Funds may be liable for losses due to unauthorized or fraudulent
transactions. MFSCo will provide each investor seeking telephone redemption
privileges with a personalized security code which, along with other
information, will be required of the caller upon request of a telephone
redemption. Other information may also be required and calls may be recorded.

WHEN REDEMPTIONS ARE EFFECTIVE--Redemptions are made at the net asset
value per share next determined after receipt of a redemption request in
good order. (See "How Net Asset Value Is Determined.")

WHEN PAYMENTS ARE MADE--Amounts withdrawn by telephone are normally
mailed or wired on the next business day following the effective date of the
order for withdrawal. Amounts withdrawn by mail are normally sent by mail
within one business day after request is received, and must be mailed within
seven days with the following exception: If shares are purchased by check,
Mutual Funds Service Co. will not pay a redemption until reasonably satisfied
the check, used to purchase shares, has been collected which could be fifteen
(15) calendar days or more after shares are first paid for, unless payment was
made with federal funds. The Fund will forward proceeds promptly once the
check has cleared. (See "How to Buy Shares.")

<PAGE>

- ------------------------------------------------------------------------------
OTHER SHAREHOLDER SERVICES
- ------------------------------------------------------------------------------

AUTOMATIC ACCOUNT BUILDER: Regular investments in a Fund of $100 or
more may be deducted from a shareholder's checking or savings account and
invested in shares of the Fund. A shareholder's bank must be a member of the
Automated Clearing House (ACH). Shareholders wishing to add to their
investment account must complete the Automatic Account Builder section of the
New Account Application. There is no additional charge for this service.

SYSTEMATIC WITHDRAWAL PROGRAM: A Systematic Withdrawal Program is
offered for any investor who wishes to receive regular distributions of $100
or more from his account. The investor must either own or purchase shares
having a value of at least $10,000 and advise a Fund in writing of the amount
to be distributed and the desired frequency, i.e., monthly, quarterly or
annually. This option may be exercised by completing the appropriate section
of the New Account Application. The investor should realize that if
withdrawals exceed income dividends, the invested principal may be depleted.
The investor may make additional investments and may change or stop the
program at any time. There is no charge for this program.

- ------------------------------------------------------------------------------
SHAREHOLDER ACCOUNTS
- ------------------------------------------------------------------------------

Each Fund maintains an account for each shareholder in full and
fractional shares. Each Fund reserves the right to reject any purchase order,
and to waive minimum purchase requirements.

CONFIRMATION STATEMENT -- All purchase and sale transactions, and
dividend reinvestments, are confirmed promptly after they become effective.

ACCOUNTS BELOW MINIMUM -- Each Fund reserves the right to redeem
shares in any account for their then current net asset value and pay the
proceeds to the shareholder if at any time the account has shares valued at
less than $1,000 ($500 for an IRA) as a result of redemptions by the
shareholder. Each Fund also reserves the right to redeem the shares in any
account which may have been opened under a waiver of minimum purchase
requirements if sufficient additional shares were not subsequently purchased
to meet these requirements. Before a redemption is processed, the shareholder
will be allowed 30 days after written notice from a Fund to make an additional
investment sufficient to bring the value of shares in the account to $1,000
($500 for an IRA).

- ------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------

Each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). In
any year in which a Fund qualifies as a regulated investment company and
distributes substantially all of its investment company taxable income (which
includes, among other items, the excess of net short-term capital gains over
net long-term capital losses) and its net capital gains (the excess of net

<PAGE>

long-term capital gains over net short-term capital losses) the Fund will not
be subject to Federal income tax to the extent it distributes to shareholders
such income and capital gains in the manner required under the Code. Amounts
not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible 4% excise tax. To
prevent imposition of the excise tax each Fund must distribute for each
calendar year an amount equal to the sum of (1) at least 98% of its net
ordinary income (excluding any capital gains or losses) for the calendar year,
(2) at least 98% of the excess of its capital gains over capital losses
(adjusted for certain ordinary losses) realized during the one-year period
ending October 31 of such year, and (3) all ordinary income and capital gains
for previous years that were not distributed during such years. A distribution
will be treated as paid on December 31 of the calendar year if it is declared
by the Fund in October, November or December of that year with a record date
in such a month and paid by the Fund during January of the following calendar
year. Such distributions will be taxable to shareholders in the calendar year
in which the distributions are declared, rather than the calendar year in
which the distributions are received. The Fund intends to distribute its
income in accordance with this requirement to prevent application of the
excise tax.

Each year the Trust will notify shareholders of the tax status of
dividends and distributions.

Income received by a Fund from a mutual fund in that Fund's portfolio
(including dividends and distributions of short-term capital gains), as well
as interest received on money market instruments and net short-term capital
gains received by the Fund on the sale of mutual fund shares, will be
distributed by the Fund (after deductions for expenses) and will be taxable to
shareholders as ordinary income. Because the Funds are actively managed and
can realize taxable net short-term capital gains by selling shares of an
underlying fund with unrealized portfolio appreciation, investing in the Fund
rather than directly in the underlying funds may result in increased tax
liability to the shareholder, since the Fund must distribute its gain in
accordance with the rules in the Code. The Fund's ability to dispose of shares
of mutual funds held less than three months may be limited by requirements
relating to a Fund's qualification as a regulated investment company for
federal income tax purposes.

Distributions of net capital gains (the excess of net long-term
capital gains over net short-term capital losses) received by a Fund from
mutual funds, as well as net long-term capital gains realized by a Fund from
the purchase and sale (or redemption) of mutual fund shares or other
securities held (generally) by a Fund for more than one year, will be
distributed by the Fund and will be taxable to shareholders as long-term
capital gains (even if the shareholder has held the shares for less than one
year). However, if a shareholder who has received a capital gains distribution
suffers a loss on the sale of his shares not more than six months after
purchase, the loss will be treated as a long-term capital loss to the extent
of the capital gains distribution received. The long-term capital gains,
including distributions of net capital gains are currently subject to a
maximum federal tax rate of 28% which is less than the maximum rate imposed on
other types of taxable income. Furthermore, capital gains may be advantageous
because, unlike ordinary income, they may be offset by capital losses.

<PAGE>

For purposes of determining the character of income received by a
Fund when an underlying fund distributes net capital gains to the Fund, the
Fund will treat the distribution as a long-term capital gain, even if it has
held shares of the mutual fund for less than one year. However, any loss
incurred by the Fund on the sale of that underlying fund's shares held for six
months or less will be treated as a long-term capital loss to the extent of
the gain distribution.

The tax treatment of distributions from a Fund is the same whether
the distributions are received in additional shares or in cash. Shareholders
receiving distributions in the form of additional shares will have a cost
basis for Federal income tax purposes in each shares received equal to the net
asset value of a shares of the Fund on the reinvestment date.

A Fund may invest in underlying funds with capital loss
carry-forwards. If such an underlying fund realizes capital gains, it will be
able to offset the gains to the extent of its loss carry-forwards in
determining the amount of capital gains which must be distributed to its
shareholders. To the extent that gains are offset in this manner,
distributions to the Fund (and its shareholders) will not be characterized as
capital gain dividends, but may be ordinary income.

Depending on the residence of the shareholder for tax purposes,
distributions also may be subject to state and local taxes, including
withholding taxes. Shareholders should consult their own tax advisers as to
the tax consequences of ownership of shares of the Trust in their particular
circumstances.

The Funds generally will be required to withhold Federal income tax
at a rate of 31% ("backup withholding") from dividends paid to shareholders if
(a) the payee fails to furnish the Trust with and to certify the payee's
correct taxpayer identification number or social security number, (b) the
Internal Revenue Service (the "IRS") notifies the Trust that the payee has
failed to report properly certain interest and dividend income to the IRS and
to respond to notices to that effect or (c) the payee fails to certify that he
is not subject to backup withholding.

Each Fund will distribute investment company taxable income
quarterly. Each Fund will distribute any net realized capital gains at least
annually. All dividends and distributions will be reinvested automatically at
net asset value in additional shares of the Fund making the distribution,
unless the shareholder has notified the Fund in writing of his election to
receive distributions in cash.

- ------------------------------------------------------------------------------
HOW NET ASSET VALUE IS DETERMINED
- ------------------------------------------------------------------------------

Net asset value per share is determined at each closing of the New
York Stock Exchange each day the Exchange is open for business and each other
day during which there is a sufficient degree of trading that the current net
asset value of a Fund's shares might be materially affected by changes in the
value of the securities held by the Fund. Net asset value is obtained by
dividing the value of a Fund's assets, less its liabilities, by the total
number of its shares of beneficial interest outstanding at the time.

<PAGE>

The assets of each Fund consist primarily of underlying funds, which
are valued at their respective net asset values under the 1940 Act. The
underlying funds value securities in their portfolios for which market
quotations are readily available at their current market value (generally the
last reported sale price) and all other securities and assets at fair value
pursuant to methods established in good faith by the board of directors of the
underlying fund. Money market funds with portfolio securities that mature in
one year or less may use the amortized cost or penny-rounding methods to value
their securities. Securities having 60 days or less remaining to maturity
generally are valued at their amortized cost which approximates market value.

Other assets of each Fund are valued at their current market value if
market quotations are readily available and, if market quotations are not
available, they are valued at fair value pursuant to methods established in
good faith by the Board of Trustees. Securities having 60 days or less
remaining to maturity are valued at their amortized cost.

- ------------------------------------------------------------------------------
PERFORMANCE INFORMATION AND REPORTS
- ------------------------------------------------------------------------------

A Fund's performance may be used from time to time in advertisements,
shareholder reports or other communications to shareholders or prospective
shareholders. Performance information may include the Fund's investment
results and/or comparisons of its investment results to various unmanaged
indices or results of other mutual funds or investment or savings vehicles. A
Fund's investment results as used in such communications will be calculated on
a total rate of return basis in the manner set forth below. From time to time,
fund rankings may be quoted from various sources, such as Lipper Analytical
Services, Inc.

A Fund may provide period and average annualized "total return"
quotations. A Fund's "total return" refers to the change in the value of an
investment in the Fund over a stated period based on any change in net asset
value per share and including the value of any shares purchasable with any
dividends or capital gains distributed during such period. Period total return
may be annualized. Average annual total return smoothes out variations in
performance.

An annualized total return is a compounded total return which assumes
that the period total return is generated over a one-year period, and that all
dividends and capital gain distributions are reinvested. An annualized total
return will be slightly higher than a period total return if the period is
shorter than one year, because of the assumed reinvestment.

Unlike some bank deposits or other investments which pay a fixed
yield for a stated period of time, the total return of a Fund will vary
depending upon interest rates, the current market value of the securities held
by the Fund and changes in the Fund's expenses. In addition, during certain
periods for which total return quotations may be provided, the Manager may
have voluntarily agreed to waive portions of its fees or reimburse Fund
operating expenses on a month-to-month basis. Such waivers will have the
effect of increasing a Fund's net income (and therefore its total return)
during the period such waivers are in effect.

<PAGE>

Shareholders will receive financial reports semi-annually that
include a Fund's financial statements, including listings of investment
securities held by the Fund at those dates. Annual reports are audited by
independent accountants.

- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------

SHARES OF BENEFICIAL INTEREST

The Trust's Declaration of Trust permits the Trust to offer and sell
an unlimited number of full and fractional shares of beneficial interest in
each of the Trust's existing funds and to create additional funds. All shares
have a par value of $.10 per share, are fully paid, non-assessable and fully
transferable when issued. All shares are issued as full or fractional shares.

A fraction of a share has the same rights and privileges as a full
share. Each Fund of the Trust issues its own series of shares of beneficial
interest. The shares of each Fund represent an interest only in the Fund's
assets (and profits or losses) and in the event of liquidation, each share of
a particular Fund would have the same rights to dividends and assets as every
other share of the Fund. The Trust's Board of Trustees may authorize the
creation of additional series under the Declaration of Trust, each of which
would invest its assets in separate, individually managed portfolios.

Each full or fractional share has a proportionate vote. On some
issues, such as the election of Trustees, all shares of the Trust vote
together as one series. On an issue affecting a particular Fund, only its
shares vote as a separate series. An example of such an issue would be a
fundamental investment restriction pertaining to only one Fund.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a business
trust may, under certain circumstances, be held personally liable as partners
for its obligations. However, the risk of a shareholder incurring financial
loss as a result of shareholder liability is limited to circumstances in which
both inadequate insurance existed and the Fund itself was unable to meet its
obligations.

When matters are submitted for shareholder vote, shareholders of each
Fund will have one vote for each full share held and proportionate, fractional
votes for fractional shares held. A separate vote of a Fund is required on any
matter affecting the Fund on which shareholders are entitled to vote.
Shareholders of one Fund are not entitled to vote on a matter that does not
affect that Fund but that does require a separate vote of any other Fund.
There normally will be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of Trustees
holding office have been elected by shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Any Trustee may be removed from office upon the vote of shareholders holding
at least two-thirds of the Trust's outstanding shares at a meeting called for
that purpose. The Trustees are required to call such a meeting upon the
written request of shareholders holding at least 10% of the Trust's
outstanding shares. Shareholders have under certain circumstances (e.g., upon

<PAGE>

application and submission of certain specified documents to the Trustees of
the Fund by a specified number of shareholders) the right to communicate with
other shareholders in connection with requesting a meeting of shareholders for
the purpose of removing one or more Trustees.

As stated in "Investment Objectives and Policies," except as
otherwise expressly provided herein, each Fund's investment objective and
policies are not fundamental and may be changed by the Trustees without
shareholder approval. (No such change would be made, however, without 30 days
written notice to shareholders.)

<PAGE>

INVESTMENT ADVISER
Clarke Lanzen Skalla Investment Firm, Inc.

ADDRESS OF FUNDS AND ADVISER
9802 Nicholas, Suite 205
Omaha, NE 68114
800-635-3427
402-397-3029

CUSTODIAN
Star Bank, N.A.
Star Bank Center
425 Walnut Street
Cincinnati, OH 45202

TRANSFER AGENT & DIVIDEND
DISBURSING AGENT
Mutual Funds Service Co.
6000 Memorial Drive

Dublin, OH 43017
888-___-____

614-___-____ (in Central Ohio)

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20030

AUDITORS
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, OH 43215

CLS ADVISORONE FUNDS
THE AMERIGO FUND
THE CLERMONT FUND

9802 Nicholas, Suite 205
Omaha, NE 68114
800-635-3427
402-397-3029

<PAGE>

CLS ADVISORONE FUNDS
THE AMERIGO FUND
THE CLERMONT FUND
CROSS REFERENCE SHEET TO FORM N-1A

PART B.

ITEM NO. STATEMENT OF ADDITIONAL INFORMATION

10 Cover Page

11 Table of Contents

12 Not applicable

13(a)(b)(c) Investment Objectives and Policies
Investment Restrictions
13(d) Portfolio Turnover

14(a)(b) Officers and Trustees
14(c) Not applicable

15(a)(b) Not applicable
15(c) Officers and Trustees

16(a) Investment Adviser and Manager
Officers and Trustees
16(b) Investment Adviser and Manager
16(c) Purchase and Sale of Portfolio Securities
16(d) Not applicable
16(e) Not applicable
16(f) Not applicable
16(g) Not applicable
16(h) Description of the Trust
16(i) Not applicable

17 Purchase and Sale of Portfolio Securities

18(a) Description of the Trust
18(b) Not applicable

19(a) Additional Purchase and Redemption Information
19(b) Valuation of Portfolio Securities
Additional Purchase and Redemption Information
19(c) Not applicable

20 Distributions and Taxes

21(a) Not applicable
21(b) Not applicable
21(c) Not applicable

22(a) Not applicable
22(b) Performance Information

23 Not applicable

<PAGE>

THE AMERIGO FUND
AND
THE CLERMONT FUND

FUNDS OF CLS ADVISORONE FUNDS TRUST
STATEMENT OF ADDITIONAL INFORMATION DATED ___________, 1997

This Statement of Additional Information is not a prospectus. It
should be read in conjunction with the Prospectus of CLS AdvisorOne Funds
dated __________, 1997. A copy of the Prospectus may be obtained from CLS
AdvisorOne Funds c/o Mutual Funds Service Co., 6000 Memorial Drive, Dublin,
Ohio 43017, or by calling: 1-888-___-____. Capitalized terms used and not
otherwise defined herein have the same meanings as defined in the Prospectus.

TABLE OF CONTENTS

PAGE

Investment Objectives and Policies 1
Investment Restrictions 10
Portfolio Turnover 12
Purchase and Sale of Portfolio Securities 12
Valuation of Portfolio Securities 14
Performance Information 14
Additional Purchase and Redemption Information 17
Distributions and Taxes 19
Investment Adviser and Manager 20
Officers and Trustees 21
Description of the Trust 23
Appendix

INVESTMENT ADVISER TRANSFER AGENT
Clarke Lanzen Skalla Investment Firm, Inc. Mutual Funds Service Co.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

GENERAL. The investment policies set forth below in this section
represent the Funds' policies as of the date of this Statement of Additional
Information. The investment policies are not fundamental and they may be
changed by the Trustees without shareholder approval. (No such change would be
made, however, without 30 days written notice to shareholders.)

Each Fund has adopted certain investment restrictions which cannot be
changed except with the vote of a majority of the Fund's outstanding shares.
These restrictions are applicable to the Funds and are described under
"Investment Restrictions" in this Statement of Additional Information.

For temporary defensive purposes, each Fund may invest up to 100% of
its total assets directly in, or in underlying funds investing in, (or enter
into repurchase agreements (maturing in seven days or less) with banks and
broker-dealers with respect to) short-term debt securities, including U.S.
Treasury bills and other short-term U.S. Government Securities, corporate
bonds, commercial paper, certificates of deposit, bankers' acceptances and
other money market instruments. Each Fund may also directly invest in futures
contracts and options thereon to the extent and for the purposes set forth in
the Trust's Prospectus.

MONEY MARKET INSTRUMENTS AND BONDS. When investing directly in money
market instruments or bonds, each Fund will limit its purchases, denominated
in U.S. dollars, to the following securities.

* U.S. Government Securities and Securities of its Agencies and
Instrumentalities obligations issued or guaranteed as to
principal or interest by the United States or its agencies (such
as the Export Import Bank of the United States, Federal Housing
Administration, and Government National Mortgage Association) or
its instrumentalities (such as the Federal Home Loan Bank,
Federal Intermediate Credit Banks and Federal Land Bank),
including Treasury bills, notes and bonds.

* Bank Obligations and Instruments Secured Thereby - obligations
(including certificates of deposit, time deposits and bankers'
acceptances) of domestic banks having total assets of
$1,000,000,000 or more, instruments secured by such obligations
and obligations of foreign branches of such banks, if the
domestic parent bank is unconditionally liable to make payment on
the instrument if the foreign branch fails to make payment for
any reason. Each Fund may also invest in obligations (including
certificates of deposit and bankers' acceptances) of domestic

<PAGE>

branches of foreign banks having assets of $1,000,000,000 or more,
if the domestic branch is subject to the same regulation as
United States banks.

* High Quality Commercial Paper - Each Fund may invest in
commercial paper rated no lower than "A-2" by Standard & Poor's
Corporation or "Prime-2" by Moody's Investors Services, Inc.,
or, if not rated, issued by a company having an outstanding debt
issue rated at least A by Standard & Poor's or Moody's. See
rating information in the Appendix attached hereto.

* Private Placement Commercial Paper - Private placement
commercial paper ("Rule 144A securities") consists of
unregistered securities which are traded in public markets to
qualified institutional investors, such as the Funds. A Fund's
risk is that the universe of potential buyers for the
securities, should the Fund desire to liquidate a position, is
limited to qualified dealers and institutions, and therefore
such securities could have the effect of being illiquid.

* High Grade Corporate Obligations - obligations rated at least A
by Standard & Poor's or Moody's. See rating information in the
Appendix attached hereto.

* Repurchase Agreements Pertaining to the Above - Each Fund may
invest without limit in any of the above securities subject to
repurchase agreements with any Federal Reserve reporting
dealer or member bank of the Federal Reserve System. A repurchase
agreement is an instrument under which the purchaser (i.e., a
Fund) acquires ownership of a debt security and the seller agrees,
at the time of the sale, to repurchase the obligation at a
mutually agreed upon time and price, thereby determining the
yield during the purchaser's holding period. This results in a
fixed rate of return insulated from market fluctuations during
such period. The underlying securities could be any of those
described above, some of which might bear maturities exceeding
one year. A Fund's risk is that the seller may fail to repurchase
the security on the delivery date. If the seller defaults, the
underlying security constitutes collateral for the seller's
obligation to pay. It is a policy of each Fund to make settlement
on repurchase agreements only upon proper delivery of the
underlying collateral. Repurchase agreements usually are for
short periods, such as one week or less, but could be longer. A
Fund may enter into repurchase agreements with its custodian
(Star Bank, N.A., Cincinnati) when it is advantageous to do so.

The Manager exercises due care in the selection of money market
instruments and bonds. However there is a risk that the issuers of the
securities may not be able to meet their obligations to pay interest or
principal when due. There is also a risk that some of a Fund's securities
might have to be liquidated prior to maturity at a price less than original
amortized cost or value, face amount or maturity value to meet larger than
expected redemptions. Any of these risks, if encountered, could cause a
reduction in net income or in the net asset value of a Fund.

<PAGE>

Description of Permitted Money Market Investments:

Commercial Paper - refers to promissory notes issued by corporations
in order to finance their short term credit needs.

U.S. Government Obligations - are bills, certificates of
indebtedness, notes and bonds issued by the U.S. Treasury and agencies,
authorities and instrumentalities of the U.S. Government established under the
authority of an act of Congress. Some obligations of U.S. Government agencies,
authorities and instrumentalities are supported by the full faith and credit
of the U.S. Treasury, as for example, the Government National Mortgage
Association; others by the right of the issuer to borrow from the Treasury, as
in the case of Federal Farm Credit Banks and Federal National Mortgage
Association; and others only by the credit of the agency, authority or
instrumentality; as for example, Federal Home Loan Mortgage and Federal Home
Loan Bank.

Repurchase Agreements - A repurchase transaction occurs when an
investor buys a security and simultaneously agrees to resell it at a later
date to the person from whom it was bought, at a higher price.

The price differential represents interest for the period the
security is held. Repurchase transactions will normally be entered into with
banks and securities brokers. A Fund could suffer a loss if the bank or
securities broker with which the Fund had a repurchase agreement were to
default.

Certificates of Deposit - are certificates issued against funds
deposited in a bank, are for a definite period of time, earn a specified or
variable rate of return and are normally negotiable.

Banker's Acceptances - are short-term credit instruments used to
finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.

Corporate Obligations - include bonds and notes issued by
corporations in order to finance longer term credit needs.

EXPOSURE TO FOREIGN MARKETS. Each Fund does not have a limitation on the
amount of its assets that may be invested in underlying funds investing
in foreign securities. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
significant risks in addition to the risks inherent in U.S. investments. The
value of securities denominated in foreign currencies and of dividends and
interest paid with respect to such securities will fluctuate based on the
relative strength of the U.S. dollar.

Foreign investments involve a risk of local political, economic, or
social instability, military action or unrest, or adverse diplomatic
developments, and may be affected by actions of foreign governments adverse to

<PAGE>

the interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There is
no assurance that the Manager will be able to anticipate these potential
events or counter their effects. These risks are magnified for underlying
funds investing in developing countries, which may have relatively unstable
governments, economies based on only a few industries, and securities markets
that trade a small number of securities.

Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases underlying funds' best available market for
foreign securities will be on an exchange or in over-the-counter markets
located outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where underlying funds' assets
may be released prior to receipt of payment, may result in increased risk in
the event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the underlying funds' costs of
foreign investing, including withholding taxes, brokerage commissions and
custodial costs, are generally higher than for investing in U.S. securities.
In general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United States.
It may also be difficult for underlying funds to enforce legal rights in
foreign countries. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and standards of
practice comparable to those applicable to U.S. issuers.

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

Some underlying funds may invest in American Depository Receipts
("ADR's"). ADR's are certificates evidencing ownership of shares of a foreign
issuer. These certificates are issued by depository banks and generally trade
on an established market in the United States or elsewhere. The underlying
shares are held in trust by a custodian bank or similar financial institution
in the issuer's home country. The depository bank may not have physical
custody of the underlying securities at all times and may charge fees for
various services, including forwarding dividends and interest and corporate
actions. ADR's are an alternative to directly purchasing the underlying
foreign securities in their national markets and currencies. However, ADR's
continue to be subject to many of the risks associated with investing directly

<PAGE>

in foreign securities. These risks include foreign exchange risk as well as
the political and economic risks of the underlying issuer's country.

ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. Each Fund will
comply with guidelines established by the Securities and Exchange Commission
with respect to coverage of options and futures strategies by mutual funds,
and if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a result,
there is a possibility that segregation of a large percentage of a Fund's
assets could impede portfolio management or the Fund's ability to meet
redemption requests or other current obligations.

CORRELATION OF PRICE CHANGES. Each Fund may invest in futures
contracts and options thereon. An underlying fund may invest in options
(including options on futures contracts) and futures contracts. Because there
are a limited number of types of exchange-traded options and futures
contracts, it is likely that the standardized contracts available will not
match a Fund or underlying fund's current or anticipated investments exactly.
A Fund or an underlying fund may invest in options and futures contracts based
on securities with different issuers, maturities, or other characteristics
from the securities in which it typically invests, which involves a risk that
the options or futures position will not track the performance of the Fund or
underlying fund's other investments.

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

FUTURES CONTRACTS. When a Fund or an underlying fund purchases a
futures contract, it agrees to purchase a specified underlying instrument at a
specified future date. When a Fund or an underlying fund sells a futures
contract, it agrees to sell the underlying instrument at a specified future
date. The price at which the purchase and sale will take place is fixed when
the Fund or the underlying fund enters into the contract. Some currently
available futures contracts are based on specific securities, such as U.S.

<PAGE>

Treasury bonds or notes, and some are based on indices of securities prices,
such as the Standard & Poor's Composite Index of 500 Stocks (S&P 500). Futures
can be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.

The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a Fund or an underlying fund's
exposure to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument directly.
When a Fund or an underlying fund sells a futures contract, by contrast, the
value of its futures position will tend to move in a direction contrary to the
market. Selling futures contracts, therefore, will tend to offset both
positive and negative market price changes, much as if the underlying
instrument had been sold.

FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures
contract is not required to deliver or pay for the underlying instrument
unless the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a futures
broker, known as a futures commission merchant ("FCM") when the contract is
entered into. Initial margin deposits are typically equal to a percentage of
the contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may be
entitled to receive all or a portion of this amount. Initial and variation
margin payments do not constitute purchasing securities on margin for purposes
of a Fund or an underlying fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a Fund or an underlying
fund, the Fund or the underlying fund may be entitled to a retum of margin
owed to it only in proportion to the amount received by the FCM's other
customers, potentially resulting in losses to the Fund or the underlying fund.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each Fund has filed
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission (CFTC)
and the National Futures Association which regulate trading in the futures
markets. Each Fund intends to comply with Rule 4.5 under the Commodity
Exchange Act, which limits the extent to which the Fund can commit assets to
initial margin deposits and option premiums.

The above limitations on a Fund or underlying fund's investments in
futures contracts and options, and the Fund or underlying fund's policies
regarding futures contracts and options discussed elsewhere in this Statement
of Additional Information, may be changed as regulatory agencies permit.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily price

<PAGE>

fluctuation limits for options and futures contracts, and may halt trading if
a contract's price moves upward or downward more than the limit in a given
day. On volatile trading days when the price fluctuation limit is reached or a
trading halt is imposed, it may be impossible for a Fund or an underlying fund
to enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions, and
potentially could require the Fund or an underlying fund to continue to hold a
position until delivery or expiration regardless of changes in its value. As a
result, the Fund or the underlying fund's access to other assets held to cover
its options or futures positions could also be impaired.

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

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

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

WRITING PUT AND CALL OPTIONS. When a Fund or an underlying fund
writes a put option, it takes the opposite side of the transaction from the
option's purchaser. In return for receipt of the premium, the Fund or the
underlying fund assumes the obligation to pay the strike price for the
option's underlying instrument if the other party to the option chooses to
exercise it. When writing an option on a futures contract, a Fund or an
underlying fund will be required to make margin payments to an FCM as
described above for futures contracts. A Fund or an underlying fund may seek

<PAGE>

to terminate its position in a put option it writes before exercise by closing
out the option in the secondary market at its current price. If the secondary
market is not liquid for a put option the Fund or the underlying fund has
written, however, the Fund or the underlying fund must continue to be prepared
to pay the strike price while the option is outstanding, regardless of price
changes, and must continue to set aside assets to cover its position.

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

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

ILLIQUID INVESTMENTS. Each Fund and an underlying fund may invest in
illiquid investments, subject to certain restrictions provided in the
Prospectus and herein. Illiquid investments are investments that cannot be
sold or disposed of in the ordinary course of business at approximately the
prices at which they are valued. Under the supervision of the Board of
Trustees, the Manager determines the liquidity of the Fund's investments and,
through reports from the Manager, the Board monitors investments in illiquid
instruments. In determining the liquidity of the Fund's investments, the
Manager may consider various factors, including (1) the frequency of trades
and quotations, (2) the number of dealers and prospective purchasers in the
marketplace, (3) dealer undertakings to make a market, (4) the nature of the
security (including any demand or tender features), and (5) the nature of the
marketplace for trades (including the ability to assign or offset the Fund's
rights and obligations relating to the investment).

Investments currently considered by the Fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, and an investment in an underlying fund exceeding
1% of the total outstanding securities of the underlying fund. Also, the
Manager may determine some restricted securities to be illiquid.

In the absence of market quotations, illiquid investments are priced
at fair value as determined in good faith by the Board of Trustees. If through
a change in values, net assets, or other circumstances, The Amerigo Fund and

<PAGE>

The Clermont Fund were in a position where more than 15% and 10% of their net
assets, respectively, were invested in illiquid securities, they would seek to
take appropriate steps to protect liquidity.

LOWER-QUALITY DEBT SECURITIES. Each Fund may invest in underlying
funds investing in lower quality debt securities. The market for lower-quality
debt securities may be thinner and less active than that for higher-quality
debt securities, which can adversely affect the prices at which the former are
sold. If market quotations are not available, lower-quality debt securities
will be valued in accordance with procedures established by the trustees of an
underlying fund, including the use of outside pricing services. Judgment plays
a greater role in valuing high-yield corporate debt securities than is the
case for securities for which more external sources for quotations and
last-sale information are available. Adverse publicity and changing investor
perceptions may affect the ability of outside pricing services to value
lower-quality debt securities and an underlying fund's ability to dispose of
these securities.

Since the risk of default is higher for lower-quality debt
securities, the underlying fund manager's research and credit analysis are an
especially important part of managing securities of this type held by the
underlying fund. In considering investments for the underlying fund, the
underlying fund manager will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. The
underlying fund manager's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings prospects,
and the experience and managerial strength of the issuer.

The underlying fund may choose, at its expense or in conjunction with
others, to pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it determines
this to be in the best interest of the underlying fund's shareholders.

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

SHORT SALES. An underlying fund may enter into short sales. For
example, if the manager of an underlying fund anticipates a decline in the
price of a stock the underlying fund holds, it may sell the stock short. If
the stock price subsequently declines, the proceeds of the short sale could be

<PAGE>

expected to offset all or a portion of the effect of the stock's decline.

When an underlying fund enters into a short sale, it will be required
to set aside securities equivalent in kind and amount to those sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold them aside while the short sale is outstanding. An underlying
fund will incur transaction costs, including interest expense, in connection
with opening, maintaining, and closing short sales.

ZERO COUPON BONDS. An underlying fund may invest in zero coupon
bonds. Zero coupon bonds do not make interest payments; instead, they are sold
at a deep discount from their face value and are redeemed at face value when
they mature. Because zero coupon bonds do not pay current income, their prices
can be very volatile when interest rates change. In calculating its dividends,
the underlying fund takes into account as income a portion of the difference
between a zero coupon bond's purchase price and its face value.

INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with
respect to each Fund as fundamental policies. Under the 1940 Act, a
"fundamental" policy may not be changed without the vote of a majority of the
outstanding voting securities of a Fund, which is defined in the 1940 Act as
the lesser of (a) 67 percent or more of the shares present at a shareholder
meeting if the holders of more than 50 percent of the outstanding shares are
present or represented by proxy, or (b) more than 50 percent of the
outstanding shares ("Majority Vote"). The percentage limitations contained in
the restrictions listed below apply at the time of the purchase of the
securities.

Provided that nothing in the following investment restrictions shall
prevent a Fund from investing all or part of its assets in an open-end
investment company having substantially the same investment objective as the
Fund, neither of the Funds may:

(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;

(2) underwrite securities issued by others, except to the extent that
a Fund may be deemed to be an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities:

(3) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent a
Fund from investing in underlying funds which invest in securities or other
instruments backed by real estate or securities of companies engaged in the
real estate business);

<PAGE>

(4) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent a
Fund from investing in underlying funds which purchase or sell options and
futures contracts or from investing in underlying funds which invest in
securities or other instruments backed by physical commodities);

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

(i) The Funds do not currently intend to purchase securities on
margin, except that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin payments
in connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.

(ii) The Amerigo Fund does not currently intend to purchase any
security if, as a result, more than 15% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which
they are valued.

(iii) The Clermont Fund does not currently intend to purchase any
security if, as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which
they are valued.

(iv) The Fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than 5%
of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.

(v) Each Fund does not currently intend to purchase warrants, valued
at the lower of cost or market, in excess of 5% of the Fund's net assets.
Warrants acquired by the Fund in units or attached to securities are not
subject to these restrictions.

(vi) Each Fund does not currently intend to invest in oil, gas, or
other mineral exploration or development programs or leases.

(vii) Each Fund does not currently intend to purchase the securities
of any issuer if those officers and Trustees of the Trust and those officers
and directors of the Manager who individually own more than 1/2 of 1% of the
securities of such issuer, together own more than 5% of such issuer's
securities.

<PAGE>

PORTFOLIO TURNOVER

Turnover rates are primarily a function of the Manager's response to
market conditions. In the Manager's opinion, it may be in the best interest of
a Fund to change its portfolio to a fully or partially defensive position at
times. This defensive investment strategy can produce high portfolio turnover
ratios when calculated in accordance with SEC rules.

The portfolio turnover rate for each Fund is not expected to exceed
300% in the current year.

PURCHASE AND SALE OF PORTFOLIO SECURITIES

The Manager is authorized to place orders for the purchase and sale
of portfolio securities, and will do so in accordance with the policies
described below. The Manager is also responsible for the placement of
transaction orders for other accounts for which it or its affiliates act as
investment adviser. In selecting broker-dealers, subject to applicable
limitations of the federal securities laws, the Manager considers various
relevant factors, including, but not limited to: the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the broker-dealer firm; the broker-dealer's execution
services rendered on a continuing basis; the reasonableness of any
commissions; and arrangements for payment of a Fund's expenses.

Each Fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the Fund or other accounts over
which the Manager or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing, or selling securities; and the
availability of securities or the purchasers or sellers of securities. In
addition, such broker-dealers may furnish analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio
strategy, and performance of accounts; effect securities transactions, and
perform functions incidental thereto (such as clearance and settlement).

The receipt of research from broker-dealers that execute transactions
on behalf of a Fund may be useful to the Manager in rendering investment
management services to the Fund or its other clients, and conversely, such
research provided by broker-dealers who have executed transaction orders on
behalf of other clients may be useful to the Manager in carrying out its
obligations to the Fund. The receipt of such research has not reduced the
Manager's normal independent research activities; however, it enables the
Manager to avoid the additional expenses that could be incurred if the Manager
tried to develop comparable information through its own efforts.

Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in

<PAGE>

recognition of their research and execution services. In order to cause a Fund
to pay such higher commissions, the Manager must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage and
research services provided by such executing broker-dealers, viewed in terms
of a particular transaction or the Manager's overall responsibilities to the
Fund and its other clients. In reaching this determination, the Manager will
not attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what position of the compensation should be
related to those services.

The Manager is authorized to use research services provided by and to
place portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of a Fund to the extent permitted by
law. The Manager may use research services provided by and place agency
transactions with CLS Brokerage Services, Inc., an affiliate of the Manager,
if the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.

The Manager may allocate brokerage transactions to broker-dealers who
have entered into arrangements with the Manager under which the broker-dealer
allocates a portion of the commissions paid by a Fund toward payment of the
Fund's expenses, such as transfer agent fees or custodian fees. The
transaction quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits
members of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board of
Trustees has authorized the Manager to execute portfolio transactions on
national securities exchanges in accordance with approved procedures and
applicable SEC rules.

The Trustees periodically review the Manager's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of each Fund and review the commissions paid by the Fund over
representative periods of time to determine if they are reasonable in relation
to the benefits to the Fund.

From time to time, the Trustees will review whether the recapture for
the benefit of a Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable. Each Fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture arrangements
are in effect. The Trustees intend to continue to review whether recapture
opportunities are available and are legally permissible and, if so, to
determine in the exercise of their business judgment whether it would be
advisable for each fund to seek such recapture.

<PAGE>

VALUATION OF PORTFOLIO SECURITIES

Securities owned by each Fund and listed or traded on any national
securities exchange are valued at each closing of the New York Stock Exchange
on the basis of the last sale on such exchange each day that the exchange is
open for business. If there is no sale on that day, or if the security is not
listed, it is valued at its last bid quotation on the exchange or, in the case
of unlisted securities, as obtained from an established market maker. Futures
contracts are valued on the basis of the cost of closing out the liability,
i.e., at the settlement price of a closing contract or at the asked quotation
for such a contract if there is no sale. Money market instruments
(certificates of deposit, commercial paper, etc.) are valued either at
amortized cost or at original cost plus accrued interest, both of which
approximate current value. Fixed income securities are priced at the current
quoted bid price. However, U.S. Government Securities and other fixed income
securities may be valued on the basis of prices provided by an independent
pricing service when such prices are believed to reflect the fair market value
of such securities. The prices provided by a pricing service are determined
without regard to bid or last sale prices but take into account securities
prices, yields, maturities, call features, ratings, institutional size trading
in similar groups of securities and developments related to specific
securities. Portfolio securities for which market quotations are not readily
available are to be valued by the Manager in good faith at its own expense
under the direction of the Trustees.

Other assets, which include cash, prepaid and accrued items and
amounts receivable as income on investments and from the sale of portfolio
securities, are carried at book value, as are all liabilities. Liabilities
include accrued expenses, sums owed for securities purchased, and dividends
payable.

PERFORMANCE INFORMATION

TOTAL RETURN. From time to time, each Fund may advertise its average
annual total returns for various periods of time. When applicable, depending
on the Fund, the periods of time shown will be for a one-year period; a
five-year period (or relevant portion thereof) and since inception. The
calculation assumes the reinvestment of all dividends and distributions.
Examples of the total return calculation for a Fund will assume a hypothetical
investment of $1,000 at the beginning of each period.

It is computed by finding the average annual compounded rates of
return over the length of the base periods that would equate the initial
amount invested to the ending redeemable value, according to the following
formula:

P (1+T)(to the nth power) = ERV
P = initial investment of $1,000
T = average annual total return
n = Number of years

<PAGE>

ERV = ending redeemable value at the end of the base period

Total returns quoted in advertising reflect all aspects of a Fund's return,
including the effect of reinvesting dividends and capital gain distributions,
and any change in the Fund's net asset value per share (NAV) over the period.
Average annual returns are calculated by determining the growth or decline in
value of a hypothetical historical investment in a Fund over a stated period,
and then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual return of 7.18%, which is the steady
annual return rate that would equal 100% growth on a compounded basis in ten
years. While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that a Fund's performance is
not constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of a Fund.

NONSTANDARDIZED TOTAL RETURN. In addition to the performance
information described above, a Fund may provide total return information for
designated periods, such as for the most recent rolling six months or most
recent rolling twelve months. A Fund may quote unaveraged or cumulative total
returns reflecting the simple change in value of an investment over a stated
period. Average annual and cumulative total returns may be quoted as a
percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, and/or a series of redemptions over any
time period. Total returns may be broken down into their components of income
and capital (including capital gains and changes in shares price) in order to
illustrate the relationship of these factors and their contributions to total
return. Total returns and other performance information may be quoted
numerically or in a table, graph or similar illustration.

OTHER INFORMATION CONCERNING FUND PERFORMANCE. A Fund may quote its
performance in various ways, using various types of comparisons to market
indices, other funds or investment alternatives, or to general increases in
the cost of living. All performance information supplied by a Fund in
advertising is historical and is not intended to indicate future returns. A
Fund's share prices and total returns fluctuate in response to market
conditions and other factors, and the value of a Fund's shares when redeemed
may be more or less than their original cost.

A Fund may compare its performance over various periods to various
indices or benchmarks, including, but not limited to, the performance record
of the Standard & Poor's 500 Composite Stock Price Index (S&P), the Dow Jones
Industrial Average (DJIA), the NASDAQ Industrial Index, the Ten Year Treasury
Benchmark and the cost of living (measured by the Consumer Price Index, or
CPI) over the same period. Comparisons may also be made to yields on
certificates of deposit, treasury instruments or money market instruments. The
comparisons to the S&P and DJIA show how such Fund's total return compared to
the record of a broad average of common stock prices (S&P) and a narrower set
of stocks of major industrial companies (DJIA). The Fund may have the ability

<PAGE>

to invest in securities or underlying funds not similar in composition to the
indices. Figures for the S&P and DJIA are based on the prices of unmanaged
groups of stocks, and unlike a Fund's returns, their returns do not include
the effect of paying brokerage commissions and other costs of investing.

Comparisons may be made on the basis of a hypothetical initial
investment in a Fund (such as $1,000), and reflect the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(that is, their cash value at the time they were reinvested). Such comparisons
may also reflect the change in value of such an investment assuming
distributions are not reinvested. Tax consequences of different investments
may not be factored into the figures presented.

A Fund's performance may be compared in advertising to the
performance of other mutual funds in general or to the performance of
particular types of mutual funds, especially those with similar objectives.

Other groupings of funds prepared by Lipper Analytical Services, Inc.
("Lipper") and other organizations may also be used for comparison to the Fund.
Although Lipper and other organizations such as Investment Company Data, Inc.
("ICD"), CDA Investment Technologies, Inc. ("CDA") and Morningstar Investors,
Inc. ("Morningstar"), include funds within various classifications based upon
similarities in their investment objectives and policies, investors should be
aware that these may differ significantly among funds within a grouping.

Performance rankings and ratings reported periodically in national
financial publications such as Money Magazine, Forbes, Business Week, The Wall
Street Journal, Micropal, Inc., Morningstar, Stanger's, Barron's, etc. will
also be used.

Ibbotson Associates of Chicago, Illinois (Ibbotson) and others
provide historical returns of the capital markets in the United States. A Fund
may compare its performance to the long-term performance of the U.S. capital
markets in order to demonstrate general long-term risk versus reward
investment scenarios. Performance comparisons could also include the value of
a hypothetical investment in common stocks, long-term bonds or treasuries. A
Fund may discuss the performance of financial markets and indices over various
time periods.

A Fund may also discuss in advertising the relative performance of
various types of investment instruments, such as stocks, treasury securities
and bonds, over various time periods and covering various holding periods.
Such comparisons may compare these investment categories to each other or to
changes in the CPI.

A Fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
the investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard

<PAGE>

against loss in a declining market, the investor's average cost per share can
be lower than if fixed numbers of shares had been purchased at those
intervals. In evaluating such a plan, investors should consider their ability
to continue purchasing shares through periods of low price levels.

The Funds may be available for purchase through retirement plans or
other programs offering deferral of or exemption from income taxes, which may
produce superior after-tax returns over time. For example, a $1,000 investment
earning a taxable return of 10% annually, compounded monthly, would have an
after-tax value of $2,009 after ten years, assuming tax was deducted from the
return each year at a 31% rate. An equivalent tax-deferred investment would
have an after-tax value of $2,178 after ten years, assuming tax was deducted
at a 31% rate from the deferred earnings at the end of the ten-year period.

Evaluations of a Fund's performance made by independent sources may
also be used in advertisements concerning the Fund, including reprints of, or
selections from, editorials or articles about the Fund. These editorials or
articles may include quotations of performance from other sources such as
Lipper or Morningstar.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Each Fund is open for business and its net asset value per share
(NAV) is calculated each day the NYSE is open for trading. The NYSE has
designated the following holiday closings: New Year's Day, Washington's
Birthday (observed), Good Friday, Memorial Day (observed), Independence Day
(observed), Labor Day, Thanksgiving Day, and Christmas Day (observed). The
NYSE may modify its holiday schedule at any time.

Each Fund's net asset value is determined as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier if
trading on the NYSE is restricted or as permitted by the SEC. To the extent
that portfolio securities are traded in other markets on days when the NYSE is
closed, a Fund's NAV may be affected on days when investors do not have access
to the Fund to purchase or redeem shares.

Shareholders of The Amerigo Fund will be able to exchange their
shares for shares of The Clermont Fund. Shareholders of The Clermont Fund will
be able to exchange their shares for shares of The Amerigo Fund. No fee or
sales load will be imposed upon any such exchange.

Additional details about the exchange privilege is available from the
Fund's Transfer Agent. The exchange privilege may be modified, terminated or
suspended on 60 days' notice, and either Fund has the right to reject any
exchange application relating to such Fund's shares. The 60-day notification
requirement may be waived if (i) the only effect of a modification would be to
reduce or eliminate any applicable administrative fee, redemption fee, or

<PAGE>

deferred sales charge ordinarily payable at the time of an exchange, or (ii) a
Fund suspends the redemption of the shares to be exchanged as permitted under
the 1940 Act or the rules and regulations thereunder or the Fund to be
acquired suspends the sale of its shares because it is unable to invest
amounts effectively in accordance with its investment objective and policies.

In the Prospectus, each Fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in the Manager's judgment, the Fund would
be unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.

AUTOMATIC ACCOUNT BUILDER. An investor may arrange to have a fixed
amount of $100 or more automatically invested in shares of a Fund monthly by
authorizing his or her bank account to be debited to invest specified dollar
amounts in shares of the Fund. The investor's bank must be a member of the
Automatic Clearing House System. Stock certificates are not issued to
Automatic Account Builder participants.

Further information about these programs and an application form can
be obtained from the Transfer Agent.

SYSTEMATIC WITHDRAWAL PROGRAM. A systematic withdrawal plan is
available for shareholders having shares of a Fund with a minimum value of
$10,000, based upon the offering price. The plan provides for monthly,
quarterly or annual checks in any amount, but not less than $100 (which amount
is not necessarily recommended). Except as otherwise provided in the
Prospectus, to the extent such withdrawals exceed the current net asset value
of reinvested dividends, they may be subject to the contingent deferred sales
charge. See "How to Buy Shares" and "Other Shareholder Services" in the
Prospectus.

Dividends and/or distributions on shares held under this plan are
invested in additional full and fractional shares at net asset value. The
Transfer Agent acts as agent for the shareholder in redeeming sufficient full
and fractional shares to provide the amount of the periodic withdrawal
payment. The plan may be terminated at any time.

Withdrawal payments should not be considered as dividends, yield or
income. If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and
any gain or loss realized must be recognized for federal income tax purposes.
In addition, withdrawals made concurrently with purchases of additional shares
are inadvisable because of the applicable sales charges to the withdrawal of

<PAGE>

the Fund's shares. Each shareholder should consult his or her own tax adviser
with regard to the tax consequences of the plan, particularly if used in
connection with a retirement plan.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS.. If you request to have distributions mailed to you
and the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, the Manager may reinvest your distributions at
the then-current NAV. All subsequent distributions will then be reinvested
until you provide the Manager with alternate instructions.

DIVIDENDS. A portion of a Fund's dividends derived from certain U.S.
government obligations may be exempt from state and local taxation. Each Fund
will send each shareholder a notice in January describing the tax status of
dividends and capital gain distributions for the prior year.

CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a Fund
on the sale of securities by the Fund and distributed to shareholders of the
Fund are federally taxable as long-term capital gains regardless of the length
of time shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of a Fund and such shares are
held six months or less and are sold at a loss, the portion of the loss equal
to the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.

Short-term capital gains distributed by a Fund are taxable to
shareholders as dividends not as capital gains. Distributions from short-term
capital gains do not qualify for the dividends-received deduction.

TAX STATUS OF THE FUND. Each Fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be liable
for federal tax on income and capital gains distributed to shareholders. In
order to qualify as a regulated investment company and avoid being subject to
federal income or excise taxes at the Fund level, the Fund intends to
distribute substantially all of its net investment income (consisting of the
income it earns from its investment in the Portfolio, less expenses) and net
realized capital gains within each calendar year as well as on a fiscal year
basis. Each Fund intends to comply with other tax rules applicable to regulated
investment companies, including a requirement that capital gains from the sale
of securities held less than three months constitute less than 30% of the
Fund's gross income for each fiscal year. Gains from futures contracts and
options are included in this 30% calculation, which may limit the Fund's
investments in such instruments.

Each Fund is treated as a separate entity from the other CLS
AdvisorOne Funds.

OTHER TAX INFORMATION. The information above is only a
summary of some of the tax consequences generally affecting each Fund and its
shareholders, and no attempt has been made to discuss individual tax

<PAGE>

consequences. In addition to federal income taxes, shareholders may be subject
to state and local taxes on a Fund's distributions. Investors should consult
their tax advisers to determine whether the Fund is suitable to their
particular tax situation.

INVESTMENT ADVISER AND MANAGER

Clarke Lanzen Skalla Investment Firm, Inc. (the "Manager") is the
investment adviser and manager for, and has an Investment Advisory Contract
with, each Fund.

Pursuant to the Investment Advisory Contract with each Fund, the
Manager, subject to the supervision of the Board of Trustees and in conformity
with the stated objective and policies of the Fund, manages both the
investment operations of the Fund and the composition of the Fund's portfolio,
including the purchase, retention, disposition and loan of securities. In
connection therewith, the Manager is obligated to keep certain books and
records of each Fund. The Manager also administers each Fund's corporate
affairs, and in connection therewith, furnishes each Fund with office
facilities, together with those ordinary clerical and bookkeeping services
which are not being furnished by Star Bank, N.A., each Fund's custodian and
Mutual Funds Service Co., each Fund's transfer and disbursing agent. The
management services of the Manager are not exclusive under the terms of the
Investment Advisory Contract and the Manager is free to, and does, render
management services to others.

The Investment Advisory Contract for each Fund was separately
approved by a vote of a majority of the Trustees, including a majority
of those Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund. The Investment Advisory Contract
for each Fund is to remain in force so long as renewal thereof is specifically
approved at least annually by a majority of the Trustees or by vote of a
majority of the outstanding voting shares of the Fund, and in either case by
vote of a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act of 1940) at a meeting called for the
purpose of voting on such renewal.

Each Investment Advisory Contract provides that the Manager
will not be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which
the Investment Advisory Contract relates except for a loss resulting
from willful misfeasance, bad faith, gross negligence or reckless disregard of
duty. The Investment Advisory Contract will terminate automatically if
assigned and may be terminated without penalty at any time upon 60 days' prior
written notice by Majority Vote of the Fund, by the Trustees, or by the
Manager.

Costs, expenses and liabilities of the Trust attributable to a
particular Fund are allocated to that Fund. Costs, expenses and liabilities
which are not readily attributable to a particular Fund are allocated among
all of the Trust's Funds. Thus, each Fund pays its proportionate share of: the

<PAGE>

fees of the Trust's independent auditors, legal counsel, custodian, transfer
agent and accountants; insurance premiums; the fees and expenses of Trustees
who do not receive compensation from the Manager; association dues; the cost
of printing and mailing confirmations, prospectuses, proxies, proxy
statements, notices and reports to existing shareholders; state registration
fees, including the cost of printing and mailing of prospectuses and other
materials incident to soliciting new accounts; and other miscellaneous
expenses.

The Manager earns an annual fee, payable in monthly installments as
follows. The fee for each Fund is based upon the average net assets of each
Fund and is at the rate of 1% of each Fund's average net assets.

The Manager presently intends to waive management fees or reimburse
each Fund through an expense reimbursement fee to the extent necessary to keep
total expenses at 1.15% of average daily net assets of each Fund. The Manager
may change this policy at any time without notice to shareholders.

Clarke Lanzen Skalla Investment Firm, Inc. was incorporated in
Nebraska on March 3, 1989 and maintains its principal offices at 9802
Nicholas Street, Suite 205, Omaha, NE 68114. The Manager is controlled by
W. Patrick Clarke through the ownership of voting common stock. The Manager's
officers and directors are as set forth as follows: W. Patrick Clarke, a
director, President and Chief Executive Officer; Randal D. Skalla, a director
and Chief Investment Officer; Gary W. Lanzen, a director, Chief Financial
Officer, Secretary and Treasurer and Todd P. Clarke, Executive Vice President.
Each of the foregoing individuals is a Trustee and officer of the Trust.

OFFICERS AND TRUSTEES

The Trustees and executive officers of the Trust are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Unless otherwise noted,
the business address of each Trustee and officer is 9802 Nicholas Street,
Suite 205, Omaha, NE 68114, which is also the address of the Manager. Those
Trustees who are "interested persons" (as defined in the Investment Company
Act of 1940) by virtue of their affiliation with either Fund, the Trust or the
Manager are indicated by an asterisk (*).

The Trust is managed by its Trustees and officers. Their names,
addresses, ages, positions and principal occupations during the past five
years are listed below:

POSITION PRINCIPAL
NAME, ADDRESS AND AGE HELD OCCUPATION

W. Patrick Clarke*+, 52 Trustee, Chairman President and Chief
and President Executive Officer, Clarke
Lanzen Skalla Investment
Firm, Inc., an investment
adviser

Randal D. Skalla*+, 35 Trustee, Vice Chief Investment Officer,
President Clarke Lanzen Skalla
Investment Firm, Inc., an
investment adviser

Gary W. Lanzen*+, 43 Trustee, Secretary Chief Financial Officer,
and Treasurer Secretary and Treasurer of
Clarke Lanzen Skalla
Investment Firm, Inc., an
investment adviser

Todd P. Clarke*+, 28 Trustee, Assistant Executive Vice President of
Secretary and Clarke Lanzen Skalla
Assistant Treasurer Investment Firm, Inc., an
investment adviser

H. Reese Hansen, 55 Trustee Dean of Brigham Young
Brigham Young University University J. Reuben
J. Rueben Clark Law School Clark Law School
P. O. Box 28000
Provo, UT 84602-8000

L. Merill Bryan, Jr., 52 Trustee President and Chief
16747 Kehrs Mill Estates Drive Executive Officer, Union
Chesterfield, MO 63005 Pacific Technologies, a
computer and
telecommunications systems
and services company

Richard A. Zehnacker, 40 Trustee President, First Data
10825 Farnam Drive-C43 Resources, a credit card
Omaha, NE 68154 processing company.

<FN>
+ 9802 Nicholas Street, Suite 205, Omaha, Nebraska 68114.

* W. Patrick Clarke is Todd P. Clarke's father and H. Reese Hansen's brother-in-law.
</FN>
</TABLE>

The Trust pays each Trustee who is not an "interested person" an
annual fee of $4,000, plus $1,500 for each meeting of the Board of Trustees
attended in person or $750 for each meeting of the Board of Trustees attended
telephonically. H. Reese Hansen, L. Merill Bryan, Jr. and Richard A.
Zehnacker comprise the Audit Committee for the Trust. Each member of the
Audit Committee is paid $400 for each meeting of the Audit Committee attended.

<PAGE>

All other officers and Trustees serve without compensation from the Trust.

The Trustees and officers of the Trust own, in the aggregate, less than 1% of
each Fund's total outstanding shares.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. The assets of the Trust received for the issue or
sale of the shares of a Fund and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are especially allocated to
the Fund and constitute the underlying assets of the Fund. The underlying
assets of each Fund are segregated on the books of account, and are to be
charged with the liabilities with respect to the Fund and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective funds except
where allocations of direct expense can otherwise be fairly made. The officers
of the Trust, subject to the general supervision of the Board of Trustees,
have the power to determine which expenses are allocable to a given fund, or
which are general or allocable to all of the funds. In the event of the
dissolution or liquidation of the Trust, shareholders of each fund are
entitled to receive as a class the underlying assets of such fund available
for distribution.

SHAREHOLDER AND TRUSTEE LIABILITY. The Trust is an entity of
the type commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the trust. The
Declaration of Trust provides that the Trust shall not have any claim against
shareholders except for the payment of the purchase price of shares and
requires that each agreement, obligation, or instrument entered into or
executed by the Trust or the Trustees include a provision limiting the
obligations created thereby to the Trust and its assets.

The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder held personally liable for the obligations
of the Fund. The Declaration of Trust also provides that each Fund shall, upon
request, assume the defense of any claim made against any shareholder for any
act or obligation of the Fund and satisfy any judgment thereon. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which a Fund itself would be unable to meet its
obligations. The Manager believes that, in view of the above, the risk of
personal liability to shareholders is remote.

The Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees against
any liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.

<PAGE>

VOTING RIGHTS. Each Fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each share you own. The
shares have no preemptive or conversion rights; the voting and dividend rights
the right of redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set forth under
the heading "Shareholder and Trustee Liability" above. Shareholders
representing 10% or more of the Trust or a Fund may, as set forth in the
Declaration of Trust, call meetings of the Trust or the Fund for any purpose
related to the Trust or Fund, as the case may be, including, in the case of a
meeting of the entire Trust, the purpose of voting on removal of one or more
Trustees. The Trust or a Fund may be terminated upon the sale of its assets to
another open-end management investment company, or upon liquidation and
distribution of its assets, if approved by the Board of Trustees. If not so
terminated, the Trust and the Fund will continue indefinitely.

CUSTODIAN. Star Bank, N.A., 425 Walnut Street, Cincinnati, OH 45202,
is custodian of the assets of the Portfolio. The custodian is responsible for
the safekeeping of each Fund's assets and the appointment of subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a Fund or in deciding which securities are purchased or
sold by a Fund. Each Fund may, however, invest in obligations of the custodian
and may purchase or sell securities from or to the custodian.

AUDITOR. KPMG Peat Marwick LLP, Two Nationwide Plaza, Columbus, Ohio
43215 serves as the Trust's independent accountant. The auditor examines
financial statements for each Fund and provides other audit, tax, and related
services.

<PAGE>

- ------------------------------------------------------------------------------
APPENDIX
- ------------------------------------------------------------------------------

DESCRIPTION OF MOODY'S INVESTORS SERVICE INC.'S CORPORATE BOND RATINGS:

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an
exceptionally 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 such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa - Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked short-comings.

C - Bonds which are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

<PAGE>

Moody's applies numerical modifiers, 1,2, and 3, in each generic rating
classification from Aa through C in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:

AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher-rated issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher-rated categories.

BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BBB-rating.

B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB-rating.

CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. In
the event of adverse business, financial, or, economic conditions, it is not
likely to have the capacity to pay interest and repay principal. The CCC
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied B or B-rating.

CC - Debt rated CC is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC debt rating.

<PAGE>

C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC-debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.

CI- The rating CI is reserved for income bonds on which no interest
is being paid.

D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating will also be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

The ratings from AA to D may be modified by the addition of a plus or minus to
show relative standing within the major rating categories.

A-1 AND P-1 COMMERCIAL PAPER RATINGS:

Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P")
has the following characteristics: Liquidity ratios are adequate to
meet cash requirements. Long term senior debt is rated "A" or
better. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is A-1, A-2, or A-3.

The rating P-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Among the factors considered by
Moody's in assigning ratings are the following: (1) evaluation of the
management of the issuer; (2) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to
competition and customer acceptance; (4) liquidity; (5) amount and quality
of long-term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which exist
with the issuer; and (8) recognition by the management of obligations which
may be present or may arise as a result of public interest questions and
preparations to meet such obligations.

<PAGE>

- ------------------------------------------------------------------------------
PART C
- ------------------------------------------------------------------------------
OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

Not Applicable.

Statements and schedules other than those listed above are omitted because
they are not required, or because the information required is included in the
financial statements or notes thereto.

(b) EXHIBITS:

1. Declaration of Trust is filed herewith.

2. By-laws of the Trust is filed herewith.

3. Not Applicable.

4. Not Applicable.

5. (i) Investment Advisory Agreement, dated March 3,
1997, between Clarke Lanzen Skalla Investment Firm,
Inc. and Registrant with regard to The Amerigo Fund.

(ii) Investment Advisory Agreement, dated March 3,
1997, between Clarke Lanzen Skalla Investment Firm,
Inc. and Registrant with regard to The Clermont Fund.

6. Not Applicable.

7. Not Applicable.

8. Custody Agreement between Registrant and Star Bank,
National Association is filed herewith.

9. (i) Administration Agreement between the Trust and
Mutual Funds Service Co. is filed herewith.

(ii) Accounting Services Agreement between the
Trust and Mutual Funds Service Co. is filed herewith.

(iii) Administration Services Agreement between the
Trust and Mutual Funds Service Co. is filed herewith.

10. Opinion and Consent of Counsel to be filed by
amendment.

<PAGE>

11. Not Applicable.

12. Not Applicable.

13. Investment Representation Letter of Initial
Shareholder to be filed by amendment.

14. Not Applicable.

15. Not Applicable.

16. (i) Schedule for computation of performance
quotation for The Amerigo Fund is filed herewith.

(ii) Schedule for computation of performance
quotation for The Clermont Fund is filed herewith.

17. Not Applicable

18. Not Applicable.

19. Powers of Attorney of Trustees of Registrant are
filed herewith.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES AT , 1997.

Title of Number of
CLASS FUND RECORD HOLDERS

Shares of
Beneficial Interest The Amerigo Fund 1

Shares of
Beneficial Interest The Clermont Fund 1

Item 27. INDEMNIFICATION

Reference is made to Section 5.3 of the Declaration of Trust
filed herewith. As provided therein, the Trust is required
to indemnify its officers and trustees against claims and
liability arising in connection with the affairs of the
Trust, except liability arising from breach of trust, bad
faith, willful misfeasance, gross negligence or reckless
disregard of duties. The Trust is obligated to undertake the
defense of any action brought against any officer, trustee
or shareholder, and to pay the expenses thereof if he or she

<PAGE>

acted in good faith and in a manner he reasonably believed
to in or not opposed to the best interest of the Trust, and
with respect to any criminal action had no reasonable cause
to believe his or her conduct was unlawful. Other conditions
are applicable to the right of indemnification as set forth
in the Declaration of Trust. In applying these provisions,
the Trust will comply with the provisions of Investment
Company Act.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Not Applicable.

Item 29. PRINCIPAL UNDERWRITERS.

Not Applicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Registrant's Declaration of Trust, By-laws, and Minutes of
Trustees' and Shareholders' Meetings, and contracts and like
documents are in the physical possession of Mutual Funds
Service Co., the Registrant's fund accountant, administrator
and transfer agent, at 6000 Memorial Drive, Dublin, Ohio
43017 or Clarke Lanzen Skalla Investment Firm, Inc., 9802
Nicholas, Suite 205, Omaha, NE 68114. Certain custodial
records are in the custody of Star Bank, N.A., each Fund's
custodian, at 425 Walnut Street, Cincinnati, Ohio 45202. All
other records are kept in the custody of Clarke Lanzen
Skalla Investment Firm, Inc., 9802 Nicholas, Suite 205,
Omaha, NE 68114 and Mutual Funds Service Co., 6000 Memorial
Drive, Dublin, OH 43017.

Item 31. MANAGEMENT SERVICES.

Not Applicable.

Item 32. UNDERTAKINGS.

(a) Registrant undertakes to file an amendment to this
Registration Statement with certified financial
statements showing the initial capital received
before accepting subscriptions from any persons in
excess of 25 if Registrant proposes to raise its
initial capital pursuant to Section 14(a)(3) of the
1940 Act.

(b) Registrant undertakes to file a post-effective
amendment, including financial statements for The
Amerigo Fund and The Clermont Fund which need not
be certified, within four to six months following
commencement of operations.

<PAGE>

(c) If the information call for by Item 5A of this
Registration Statement is contained in the latest
annual report to shareholders, Registrant
undertakes to furnish each person to whom a
prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.

(d) The Registrant undertakes to call a meeting of
shareholders for the purpose of voting upon the
question of removal of one or more trustees, if
requested to do so by the holders of at least 10%
of the Registrant's outstanding shares, and will
assist communications among shareholders as set
forth within Section 16(c) of the 1940 Act.

<PAGE>

- ------------------------------------------------------------------------------
SIGNATURES
- ------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Omaha, and the State of
Nebraska on the 14th day of March, 1997.

CLS ADVISORONE FUNDS

BY: /s/ W. Patrick Clarke
-----------------------
W. Patrick Clarke
Chairman and President

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

SIGNATURE TITLE

/s/ W. Patrick Clarke Chairman, President and Trustee
- ---------------------
W. Patrick Clarke

/s/ Gary W. Lanzen* Secretary, Treasurer, Principal Financial
- ------------------- Officer, Principal Accounting Officer and
Gary W. Lanzen Trustee

/s/ Randal D. Skalla* Vice President and Trustee
- -------------------
Randal D. Skalla

/s/ Todd P. Clarke* Assistant Treasurer, Assistant Secretary
- -------------------- and Trustee
Todd P. Clarke

/s/ H. Reese Hansen* Trustee
- --------------------
H. Reese Hansen

/s/ L. Merill Bryan, Jr.* Trustee
- ------------------------
L. Merill Bryan, Jr.

/s/ Richard A. Zehnacker* Trustee
- ------------------------
Richard A. Zehnacker

*By: /s/ W. Patrick Clarke
----------------------
W. Patrick Clarke
Executed by W. Patrick Clarke on behalf
of those indicated pursuant to Powers of Attorney

EXHIBIT 1

CLS ADVISORONE FUNDS

DECLARATION OF TRUST

DATED AS OF MARCH 3, 1997

TABLE OF CONTENTS

PAGE

<S> <C>

ARTICLE I--NAME AND DEFINITIONS

Section 1.1 Name 1
Section 1.2 Definitions 1

ARTICLE II--TRUSTEES

Section 2.1 Number of Trustees 3
Section 2.2 Term of Office of Trustees 3
Section 2.3 Resignation and Appointment of Trustees 3
Section 2.4 Vacancies 4
Section 2.5 Delegation of Power to Other Trustees 4

ARTICLE III--POWERS OF TRUSTEES

Section 3.1 General 4
Section 3.2 Investments 5
Section 3.3 Legal Title 6
Section 3.4 Issuance and Repurchase of Securities 6
Section 3.5 Borrowing Money; Lending Trust Property 6
Section 3.6 Delegation; Committees 6
Section 3.7 Collection and Payment 7
Section 3.8 Expenses 7
Section 3.9 Manner of Acting/ By-Laws 7
Section 3.10 Miscellaneous Powers 7
Section 3.11 Principal Transactions 8
Section 3.12 Trustees and Officers as Shareholders 8

ARTICLE IV--INVESTMENT ADVISER, DISTRIBUTOR, ADMINISTRATOR, TRANSFER AGENT
AND SHAREHOLDER SERVICING AGENTS

Section 4.1 Investment Adviser 9
Section 4.2 Distributor 9
Section 4.3 Administrator 9
Section 4.4 Transfer Agent and Shareholder Servicing Agents 9
Section 4.5 Parties to Contract 10

ARTICLE V--LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

Section 5.1 No Personal Liability of Shareholders,
Trustees, etc. 10

<S> <C>

Section 5.2 Non-Liability of Trustees, etc. 11
Section 5.3 Mandatory Indemnification; Insurance 11
Section 5.4 No Bond Required of Trustees 12
Section 5.5 No Duty of Investigation; Notice in Trust
Instruments, etc. 13
Section 5.6 Reliance on Experts, etc. 13

ARTICLE VI--SHARES OF BENEFICIAL INTEREST

Section 6.1 Beneficial Interest 13
Section 6.2 Rights of Shareholders 14
Section 6.3 Trust Only 14
Section 6.4 Issuance of Shares 14
Section 6.5 Register of Shares 14
Section 6.6 Transfer of Shares 15
Section 6.7 Notices 15
Section 6.8 Voting Powers 15
Section 6.9 Series Designation 16

ARTICLE VII--REDEMPTIONS

Section 7.1 Redemptions 18
Section 7.2 Suspension of Right of Redemption 18
Section 7.3 Redemption of Shares; Disclosure of Holding 19
Section 7.4 Redemptions of Accounts of Less than
Minimum Amount 19

ARTICLE VIII--DETERMINATION OF NET ASSET VALUE, NET INCOME AND

DISTRIBUTIONS 20

ARTICLE IX--DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.

Section 9.1 Duration 20
Section 9.2 Termination of Trust 20
Section 9.3 Amendment Procedure 21
Section 9.4 Merger, Consolidation and Sale of Assets 22
Section 9.5 Incorporation, Reorganization 23
Section 9.6 Incorporation or Reorganization of Series 23

ARTICLE X--REPORTS TO SHAREHOLDERS AND SHAREHOLDER COMMUNICATIONS 23

ARTICLE XI--MISCELLANEOUS

Section 11.1 Filing 23
Section 11.2 Governing Law 24

<S> <C>

Section 11.3 Counterparts 24
Section 11.4 Reliance by Third Parties 24
Section 11.5 Provisions in Conflict with Law or Regulations 24
Section 11.6 Principal Office 24

APPENDIX I--SERIES DESIGNATION

iii

</TABLE>
<PAGE>

DECLARATION OF TRUST
OF
CLS ADVISORONE FUNDS
-------------------------
Dated as of March 3, 1997

WHEREAS, the Trustees desire to establish a trust for the investment
and reinvestment of funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in the
trust assets be divided into transferable Shares of Beneficial Interest (par
value $0.10 per share) ("Shares") issued in one or more series as hereinafter
provided;

NOW, THEREFORE, the Trustees hereby declare that all money and
property contributed to the trust established hereunder shall be held and
managed in trust for the benefit of holders, from time to time, of the Shares
issued hereunder and subject to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

SECTION 1.1. NAME. The name of the trust created hereby is "CLS
AdvisorOne Funds".

SECTION 1.2. DEFINITIONS. Wherever they are used herein, the
following terms have the following respective meanings:

(a) "ADMINISTRATOR" means a party furnishing services to the
Trust pursuant to any contract described in Section 4.3 hereof.

(b) "BY-LAWS" means the By-laws referred to in Section 3.9
hereof, as from time to time amended.

(d) "CUSTODIAN" means a party employed by the Trust to furnish
services as described in Article X of the By-Laws.

(e) "DECLARATION" means this Declaration of Trust as amended from
time to time. Reference in this Declaration of Trust to "DECLARATION",
"HEREOF", "HEREIN", and "HEREUNDER" shall be deemed to refer to this
Declaration rather than the article or section in which such words appear.

<PAGE>

(f) "DISTRIBUTOR" means a party furnishing service to the Trust
pursuant to any contract described in Section 4.2 hereof.

(g) "INTERESTED PERSON" has the meaning given that term in the
1940 Act.

(h) "INVESTMENT ADVISER" means a party furnishing services to the
Trust pursuant to any contract described in Section 4.1 hereof.

(i) "MAJORITY SHAREHOLDER VOTE" has the same meaning as the phrase
"vote of a majority of the outstanding voting securities" as defined in the
1940 Act, except that such term may be used herein with respect to the Shares
of the Trust as a whole or the Shares of any particular series, as the context
may require.

(j) "1940 ACT" means the Investment Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time.

(k) "PERSON" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof, whether domestic or foreign.

(l) "SHAREHOLDER" means a record owner of outstanding Shares.

(m) "SHARES" means the Shares of Beneficial Interest into which the
beneficial interest in the Trust shall be divided from time to time or, when
used in relation to any particular series of Shares established by the
Trustees pursuant to Section 6.9 hereof, equal proportionate transferable
units into which such series of Shares shall be divided from time to time. The
term "Shares" includes fractions of Shares as well as whole Shares.

(n) "SHAREHOLDER SERVICING AGENT" means a party furnishing services
to the Trust pursuant to any shareholder servicing contract described in
Section 4.4 hereof.

(o) "TRANSFER AGENT" means a party furnishing services to the Trust
pursuant to any transfer agency contract described in Section 4.4 hereof.

(p) "TRUST" means the trust created hereby.

(q) "TRUST PROPERTY" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including, without limitation, any and all property
allocated or belonging to any series of Shares pursuant to Section 6.9 hereof.

(r) "TRUSTEES" means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time by duly elected or appointed,
qualified and serving as Trustees in accordance with the provisions hereof,
and reference herein to a Trustee or the Trustees shall refer to such person
or persons in their capacity as trustee hereunder.

<PAGE>

ARTICLE II

TRUSTEES

SECTION 2.1. NUMBER OF TRUSTEES. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three (3) nor more than fifteen (15).

SECTION 2.2. TERM OF OFFICE OF TRUSTEES. Subject to the provisions of
Section 16(a) of the 1940 Act, the Trustees shall hold office during the
lifetime of this Trust and until its termination as hereinafter provided;
except that (a) any Trustee may resign his trust (without need for prior or
subsequent accounting) by an instrument in writing signed by him and delivered
to the other Trustees, which shall take effect upon such delivery or upon such
later date as is specified therein; (b) any Trustee may be removed with cause,
at any time by written instrument signed by at least two-thirds of the
remaining Trustees, specifying the date when such removal shall become
effective; (c) any Trustee who has attained a mandatory retirement age
established pursuant to any written policy adopted from time to time by at
least two-thirds of the Trustees shall, automatically and without action of
such Trustee or the remaining Trustees, be deemed to have retired in
accordance with the terms of such policy, effective as of the date determined
in accordance with such policy; (d) any Trustee who has become incapacitated
by illness or injury as determined by a majority of the other Trustees, may be
retired by written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (e) a Trustee may be removed at any
meeting of Shareholders by a vote of two-thirds of the outstanding Shares of
each series. For purposes of the foregoing clause (b), the term "cause" shall
include, but not be limited to, failure to comply with such written policies
as may from time to time be adopted by at least two-thirds of the Trustees
with respect to the conduct of Trustees and attendance at meetings. Upon the
resignation, retirement or removal of a Trustee, or his otherwise ceasing to
be a Trustee, he shall execute and deliver such documents as the remaining
Trustees shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property held in the name of the resigning,
retiring or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such documents as
the remaining Trustees shall require as provided in the preceding sentence.

SECTION 2.3. RESIGNATION AND APPOINTMENT OF TRUSTEES. In case of the
declination, death, resignation, retirement, removal or inability of any of
the Trustees, or in case a vacancy shall, by reason of an increase in number,
or for any other reason, exist, the remaining Trustees shall fill such vacancy
by appointing such other individual as they in their discretion shall see fit.
Such appointment shall be evidenced by a written instrument signed by a
majority of the Trustees in office. Any such appointment shall not become
effective, however, until the person named in the written instrument of

<PAGE>

appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. Within twelve months of
such appointment, the Trustees shall cause notice of such appointment to be
mailed to each Shareholder at his address as recorded on the books of the
Trustees. An appointment of a Trustee may be made by the Trustees then in
office and notice thereof mailed to Shareholders as aforesaid in anticipation
of a vacancy to occur by reason of retirement, resignation or increase in
number of Trustees effective at a later date, provided that said appointment
shall become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. The power of appointment is
subject to the provisions of Section 16(a) of the 1940 Act.

SECTION 2.4. VACANCIES. The death, declination, resignation,
retirement, removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency created
pursuant to the terms of this Declaration. Whenever a vacancy in the number of
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by the Declaration. A written instrument certifying the existence of
such vacancy signed by a majority of the Trustees shall be conclusive evidence
of the existence of such vacancy.

SECTION 2.5. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may,
by power of attorney, delegate his power for a period not exceeding six months
at any one time to any other time to any other Trustee or Trustees; provided
that in no case shall fewer than two Trustees personally exercise the powers
granted to the Trustees under the Declaration except as herein otherwise
expressly provided.

ARTICLE III

POWERS OF TRUSTEES

SECTION 3.1. GENERAL. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the
United States of America and of foreign governments, and to do all such other
things and execute all such instruments as the Trustees deem necessary, proper
or desirable in order to promote the interests of the Trust although such
things are not herein specifically mentioned. Any determination as to what is
in the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of the Declaration, the presumption
shall be in favor of a grant of power to the Trustees.

<PAGE>

The enumeration of any specific power herein shall not be construed
as limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.

SECTION 3.2. INVESTMENTS. (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an
investment company;

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in order dispose of U.S. and foreign currencies, any form of
gold or other precious metal, commodity contracts, any form of option
contract, contracts for the future acquisition or delivery of fixed income or
other securities, shares of, or any other interest in, any investment company
as defined in the Investment Company Act of 1940, and securities and related
derivatives of every nature and kind, including, without limitation, all types
of bonds, debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, bankers' acceptances,
and other securities of any kind, issued, created, guaranteed or sponsored by
any and all Persons, including, without limitation,

(A) states, territories and possessions of the United States and
the District of Columbia and any political subdivision, agency or
instrumentality of any such Person,

(B) the U.S. Government, any foreign government, any political
subdivision or any agency or instrumentality of the U.S. Government, any
foreign government or any political subdivision of the U.S. Government or any
foreign government,

(D) any bank or savings institution, or

(E) any corporation, trust, partnership or other organization
organized under the laws of the United States or of any state, territory or
possession thereof, or under any foreign law;

or in "when issued" contracts for any such securities, to retain Trust assets
in cash and from time to time to change the securities or obligations in which
the assets of the Trust are invested; and to exercise any and all rights,
powers and privileges of ownership or interest in respect of any and all such
investments of every kind and description, including, without limitation, the
right to consent and otherwise act with respect thereto, with power to
designate one or more Persons to exercise any of said rights, powers and
privileges in respect of any of said investments; and

(iii) to carry on any other business in connection with or incidental
to any of the foregoing powers, to do everything necessary, proper or
desirable for the accomplishment of any purpose or the attainment of any
object or the furtherance of any power hereinbefore set forth, and to do every

<PAGE>

other act or thing incidental or appurtenant to or connected with the
aforesaid purposes, objects or powers.

(b) The Trustees shall not be limited to investing in securities or
obligations maturing before the possible termination of the Trust, nor shall
the Trustees be limited by any law limiting the investments which may be made
by fiduciaries.

(c) Notwithstanding any other provision of this Declaration to the
contrary, the Trustee shall have the power in their discretion without any
requirement of approval by shareholders to either invest all or a portion of
the Trust Property, or sell all or a portion of the Trust Property and invest
the proceeds of such sales, in another investment company that is registered
under the 1940 Act.

SECTION 3.3. LEGAL TITLE. Legal title to all Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust, or in the name of
any other Person or nominee, on such terms as the Trustees may determine. The
right, title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee, such Trustee shall automatically
cease to have any right, title or interest in any of the Trust Property, and
the right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed
and delivered.

SECTION 3.4. ISSUANCE AND REPURCHASE OF SECURITIES. The Trustees
shall have the power to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in
Shares and, subject to the provisions set forth in Articles VII, VIII and IX
and Section 6.9 hereof, to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds of the Trust or
other Trust Property whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the Commonwealth of
Massachusetts governing business corporations.

SECTION 3.5. BORROWING MONEY; LENDING TRUST PROPERTY. The Trustees
shall have power to borrow money or otherwise obtain credit and to secure the
same by mortgaging, pledging or otherwise subjecting as security the Trust
Property, to endorse, guarantee, or undertake the performance of any
obligation, contract or engagement of any other Person and to lend Trust
Property.

SECTION 3.6. DELEGATION; COMMITTEES. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees
or agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trustee or the names of the Trustees or
otherwise as the Trustees may deem expedient.

<PAGE>

SECTION 3.7. COLLECTION AND PAYMENT. Subject to Section 6.9 hereof,
the Trustees shall have power to collect all property due to the Trust; to pay
all claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any
property is owed to the Trust; and to enter into releases, agreements and
other instruments.

SECTION 3.8. EXPENSES. Subject to Section 6.9 hereof, the Trustees
shall have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of the
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all
officers, employees and Trustees.

SECTION 3.9. MANNER OF ACTING; BY-LAWS. Except as otherwise provided
herein or in the By-Laws, any action to be taken by the Trustees may be taken
by a majority of the Trustees present at a meeting of Trustees at which a
quorum is present, including any meeting held by means of a conference
telephone circuit or similar communications equipment by means of which all
persons participating in the meeting can hear each other, or by written
consents of a majority of the Trustees. The Trustees may adopt By-Laws not
inconsistent with this Declaration to provide for the conduct of the business
of the Trust and may amend or repeal such By-Laws to the extent such power is
not reserved to the Shareholders.

SECTION 3.10. MISCELLANEOUS POWERS. The Trustees shall have the power
to: (a) employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust; (b) enter into
joint ventures, partnerships and any other combinations or associations; (c)
remove Trustees or fill vacancies in or add to their number, elect and remove
such officers and appoint and terminate such agents or employees as they
consider appropriate, and appoint from their own number, and terminate, any
one or more committees which may exercise some or all of the power and
authority of the Trustees as the Trustees may determine; (d) purchase, and pay
for out of Trust Property, insurance policies insuring the Shareholders, the
Administrator, Trustees, officers, employees, agents, the Investment Adviser,
the Distributor, selected dealers or independent contractors of the Trust
against all claims arising by reason of holding any such position or by reason
of any action taken or omitted by any such Person in such capacity, whether or
not constituting negligence, or whether or not the Trust would have the power
to indemnify such Person against such liability; (e) establish pension,
profit-sharing, Share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees or agents of the Trust; (f) to the
extent permitted by law, indemnify any person with whom the Trust has
dealings, including any Investment Adviser, Administrator, Custodian,
Distributor, Transfer Agent, Shareholder Servicing Agent and any dealer, to
such extent as the Trustees shall determine; (g) guarantee indebtedness or
contractual obligations of others; (h) determine and change the fiscal year of
the Trust and the method by which its accounts shall be kept; and (i) adopt a
seal for the Trust, provided, that the absence of such seal shall not impair
the validity of any instrument executed on behalf of the Trust.

<PAGE>

SECTION 3.11. PRINCIPAL TRANSACTIONS. Except in transactions
permitted by the 1940 Act, or any order of exemption issued by the Commission,
the Trustees shall not, on behalf of the Trust, buy any securities (other than
Shares) from or sell any securities (other than Shares) to, or lend any assets
of the Trust to, any Trustee or officer of the Trust or any firm of which any
such Trustee or officer is a member acting as principal, or have any such
dealings with any Investment Adviser, Administrator, Shareholder Servicing
Agent, Custodian, Distributor or Transfer Agent or with any Interested Person,
or firm or company in which such Person is an Interested Person, as broker,
legal counsel, registrar, transfer agent, dividend disbursing agent or
custodian.

SECTION 3.12. TRUSTEES AND OFFICERS AS SHAREHOLDERS. Except as
hereinafter provided, no officer, Trustee or member of any advisory board of
the Trust, and no member, partner, officer, director or trustee of the
Investment Adviser, Administrator or of the Distributor, and no Investment
Adviser, Administrator or Distributor of the Trust, shall take long or short
positions in the securities issued by the Trust. The foregoing provision shall
not prevent:

(a) The Distributor from purchasing Shares from the Trust if such
purchases are limited (except for reasonable allowances for clerical errors,
delays and errors of transmission and cancellation of orders) to purchases for
the purpose of filling orders for Shares received by the Distributor and
provided that orders to purchase from the Trust are entered with the Trust or
the Custodian promptly upon receipt by the Distributor of purchase orders for
Shares, unless the Distributor is otherwise instructed by its customer;

(b) The Distributor from purchasing Shares as agent for the account
of the Trust;

(c) The purchase from the Trust or from the Distributor of Shares by
any officer, Trustee or member of any advisory board of the Trust or by any
member, partner, officer, director or trustee of the Investment Adviser or of
the Distributor at a price not lower than the net asset value of the Shares at
the moment of such purchase, provided that any such sales are only to be made
pursuant to a uniform offer described in the current prospectus or statement
of additional information for the Shares being purchased; or

(d) The Investment Adviser, the Distributor, the Administrator, or
any of their officers, partners, directors or trustees from purchasing Shares
prior to the effective date of the Trust's Registration Statement under the
Securities Act of 1933, as amended, relating to the Shares.

<PAGE>

ARTICLE IV

INVESTMENT ADVISER, DISTRIBUTOR, ADMINISTRATOR, TRANSFER
AGENT AND SHAREHOLDER SERVICING AGENTS

SECTION 4.1. INVESTMENT ADVISER. Subject to a Majority Shareholder
Vote of the Shares of each series affected thereby, the Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts whereby the other party to each such contract shall
undertake to furnish the Trust such management, investment advisory,
statistical and research facilities and services, promotional activities, and
such other facilities and services, if any, with respect to one or more series
of Shares, as the Trustees shall from time to time consider desirable and all
upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provision of the Declaration, the Trustees may
delegate to the Investment Adviser authority (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of assets of the Trust on behalf of the
Trustees or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of the
Investment Adviser (and all without further action by the Trustees). Any of
such purchases, sales, loans or exchanges shall be deemed to have been
authorized by all the Trustees. Such services may be provided by one or more
Persons.

SECTION 4.2. DISTRIBUTOR. The Trustees may in their discretion from
time to time enter into one or more distribution contracts providing for the
sale of Shares whereby the Trust may either agree to sell the Shares to the
other party to any such contract or appoint any such other party its sales
agent for such Shares. In either case, any such contract shall be on such
terms and conditions as the Trustees may in their discretion determine,
provided that such terms and conditions are not inconsistent with the
provisions of the Declaration or the By-Laws; and such contract may also
provide for the repurchase or sale of Shares by such other party as principal
or as agent of the Trust and may provide that such other party may enter into
selected dealer and sales agreements with registered securities dealers and
depository institutions to further the purpose of the distribution or
repurchase of the Shares. Such services may be provided by one or more
Persons.

SECTION 4.3. ADMINISTRATOR. The Trustees may in their discretion from
time to time enter into one or more administrative services contracts whereby
the other party to each such contract shall undertake to furnish such
administrative services to the Trust as the Trustees shall from time to time
consider desirable and all upon such terms and conditions as the Trustees may
in their discretion determine, provided that such terms and conditions are not
inconsistent with the provisions of this Declaration or the By-Laws. Such
services may be provided by one or more Persons.

SECTION 4.4. TRANSFER AGENT AND SHAREHOLDER SERVICING AGENTS. The
Trustees may in their discretion from time to time enter into one or more
transfer agency and shareholder servicing contracts whereby the other party to
each such contract shall undertake to furnish such transfer agency and/or
shareholder services to the Trust or to shareholders of the Trust as the

<PAGE>

Trustees shall from time to time consider desirable and all upon such terms
and conditions as the Trustees may in their discretion determine, provided
that such terms and conditions are not inconsistent with the provisions of
this Declaration or the By-Laws. Such services may be provided by one or more
Persons. Except as otherwise provided in the applicable shareholder servicing
contract, a Shareholder Servicing Agent shall be deemed to be the record owner
of outstanding Shares beneficially owned by customers of such Shareholder
Servicing Agent for whom it is acting pursuant to such shareholder servicing
contract.

SECTION 4.5. PARTIES TO CONTRACT. Any contract of the character
described in Section 4.1, 4.2, 4.3 or 4.4 of this Article IV or any Custodian
contract as described in Article X of the By-Laws may be entered into with any
Person, although one or more of the Trustees or officers of the Trust may be
an officer, partner, director, trustee, shareholder, or member of such other
party to the contract, and no such contract shall be invalidated or rendered
voidable by reason of the existence of any such relationship; nor shall any
Person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust under or by reason of any
such contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was not inconsistent
with the provisions of this Article IV or the By-Laws. The same Person may be
the other party to contracts entered into pursuant to Sections 4.1, 4.2, 4.3
and 4.4 above or any Custodian contract as described in Article X of the
By-Laws, and any individual may be financially interested or otherwise
affiliated with Persons who are parties to any or all of the contracts
mentioned in this Section 4.5.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

SECTION 5.1. NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC. No
Shareholder shall be subject to any personal liability whatsoever to any
Person in connection with Trust Property or the acts, obligations or affairs
of the Trust. No Trustee, officer, employee or agent of the Trust shall be
subject to any personal liability whatsoever to any Person, other than the
Trust or its Shareholders, in connection with Trust Property or the affairs of
the Trust, save only that arising from bad faith, willful misfeasance, gross
negligence or reckless disregard for his duty to such Person; and all such
Persons shall look solely to the Trust Property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability, he shall
not, on account thereof, be held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and against all claims and
liabilities to which such Shareholder may become subject by reason of his
being or having been a Shareholder, and shall reimburse such Shareholder for
all legal and other expenses reasonably incurred by him in connection with any
such claim or liability. The rights accruing to a Shareholder under this
Section 5.1 shall not exclude any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained restrict the right of

<PAGE>

the Trust to indemnify or reimburse a Shareholder in any appropriate situation
even though not specifically provided herein. Notwithstanding any other
provision of this Declaration to the contrary, no Trust Property shall be used
to indemnify or reimburse any Shareholder of any Shares of any series other
than Trust Property allocated or belonging to that series.

SECTION 5.2. NON-LIABILITY OF TRUSTEES, ETC. No Trustee, officer,
employee or agent of the Trust shall be liable to the Trust or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his
own bad faith, willful misfeasance, gross negligence or reckless disregard of
his duties.

SECTION 5.3. MANDATORY INDEMNIFICATION; INSURANCE. (a) Subject to
the exceptions and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee or officer of the Trust
shall be indemnified by the Trust, to the fullest extent permitted by law
(including the 1940 Act) as currently in effect or as hereafter amended,
against all liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or having been
a Trustee or officer and against amounts paid or incurred by him in the
settlement thereof;

(ii) the words "claim", "action", "suit", or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, administrative
or other, including appeals), actual or threatened; and the words "liability"
and "expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee
or officer:

(i) against any liability to the Trust or the Shareholders by reason
of a final adjudication by the court or other body before which the proceeding
was brought that he engage in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable belief
that his action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee
or officer or other disposition not involving a final adjudication as provided
in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Trustee or
officer, unless there has been either a determination that such Trustee or
officer did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office by the

<PAGE>

court or other body approving the settlement or other disposition or by a
reasonable determination, based upon a review of readily available facts (as
opposed to a full trial-type inquiry) that he did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office
act on the matter); or

(B) by written opinion of independent legal counsel.

(c) Subject to the provisions of the 1940 Act, the Trust may maintain
insurance for the protection of the Trust Property, its Shareholders,
Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability (whether or not the Trust would
have the power to indemnify such Persons against such liability), and such
other insurance as the Trustees in their sole judgment shall deem advisable.

(d) The rights of indemnification herein provided shall be severable,
shall not affect any other rights to which any Trustee or officer may now or
hereafter be entitled, shall continue as to a Person who has ceased to be such
a Trustee or officer and shall inure to the benefit of the heirs, executors
and administrators of such Person. Nothing contained herein shall affect any
rights to indemnification to which personnel other than Trustees and officers
may be entitled by contract or otherwise under law.

(e) Expenses of preparation and presentation of a defense to any
claim, action, suit, or proceeding of the character described in paragraph (a)
of this Section 5.3 shall be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined that he is not entitled to
indemnification under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising out
of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Section 5.3 a "Disinterested Trustee" is one (i) who
is not an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or order of
the Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending.

SECTION 5.4. NO BOND REQUIRED OF TRUSTEES. No Trustee shall be
obligated to give any bond or other security for the performance of any of
his duties hereunder.

<PAGE>

SECTION 5.5. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS,
ETC. No purchaser, lender, Shareholder Servicing Agent, Transfer Agent or
other Person dealing with the Trustees or any officer, employee or agent of
the Trust shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by said officer, employee
or agent or be liable for the application of money or property paid, loaned,
or delivered to or on the order of the Trustees or of said officer, employee
or agent. Every obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking, and every other at or thing whatsoever
executed in connection with the Trust shall be conclusively presumed to have
been executed or done by the executors thereof only in their capacity as
Trustees under the Declaration or in their capacity as officers, employees or
agents of the Trust. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking made or issued
by the Trustees shall recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and that the obligations
of any such instrument are not binding upon any of the Trustees or
Shareholders individually, but bind only the trust estate, and may contain any
further recital which they or he may deem appropriate, but the omission of
such recital shall not operate to bind any of the Trustees or Shareholders
individually. The Trustees shall at all times maintain insurance for the
protection of the Trust Property, Shareholders, Trustees, officers, employees
and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their
sole judgment shall deem advisable.

SECTION 5.6. RELIANCE ON EXPERTS, ETC. Each Trustee and officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or other
records of the Trust, upon an opinion of counsel, or upon reports made to the
Trust by any of its officers or employees or by the Investment Adviser, the
Distributor, Transfer Agent, any Shareholder Servicing Agent, selected
dealers, accountants, appraisers or other experts or consultant selected with
reasonable care by the Trustees, officers or employees of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

SECTION 6.1. BENEFICIAL INTEREST. The interest of the beneficiaries
hereunder may be divided into transferable Shares, which may be divided into
one or more series as provided in Section 6.9 hereof. Each such series shall
have such class or classes of Shares as the Trustees may from time to time
determine. The number of Shares authorized hereunder is unlimited. All Shares
issued hereunder including, without limitation, Shares issued in connection
with a dividend in Shares or a split of Shares, shall be fully paid and
non-assessable.

<PAGE>

SECTION 6.2. RIGHTS OF SHAREHOLDERS. The ownership of the Trust
Property of every description and the right to conduct any business
hereinbefore described are vested exclusively in the Trustees, and the
Shareholders shall have not interest therein other than the beneficial
interest conferred by their Shares, and they shall have no right to call for
any partition or division of any property, profits, rights or interests of the
Trust nor can they be called upon to assume any losses of the Trust or suffer
an assessment of any kind by virtue of their ownership of Shares. The Shares
shall be personal property giving only the rights specifically set forth in
the Declaration. The Shares shall not entitle the holder to preference,
pre-emptive, appraisal, conversion or exchange rights, except as the Trustees
may determine with respect to any series of Shares.

SERIES 6.3. TRUST ONLY. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and the
Shareholders. It is not the intention of the Trustees to create a general
partnership, limited partnership, joint stock association, corporation,
bailment or any form of legal relationship other than a trust. Nothing in the
Declaration shall be construed to make the Shareholders, either by themselves
or with the Trustees, partners or members of a joint association.

SECTION 6.4. ISSUANCE OF SHARES. The Trustees, in their discretion
may, from time to time without vote of the Shareholders, issue Shares, in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, including cash or property, and on such terms as the Trustees
may deem best, and may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with, the
assumption of liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares. The Trustees may from time
to time divide or combine the Shares of any series into a greater or lesser
number without thereby changing their proportionate beneficial interests in
Trust Property allocated or belonging to such series. Contributions to the
Trust may be accepted for, and Shares shall be redeemed as, whole Shares
and/or fractions of a Share.

SECTION 6.5. REGISTER OF SHARES. A register or registers shall be
kept at the principal office of the Trust or at an office of the Transfer
Agent or any one or more Shareholder Servicing Agents which register or
registers, taken together, shall contain the names and addresses of the
Shareholders and the number of Shares held by them respectively and a record
of all transfers thereof. Such register or registers shall be conclusive as to
who are the holders of the Shares and who shall be entitled to receive
dividends or distributions or otherwise to exercise or enjoy the rights of
Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in the
By-Laws provided, until he has given his address to the Transfer Agent, the
Shareholder Servicing Agent which is the agent of record for such Shareholder,
or such other officer or agent of the Trustees as shall keep the said register
for entry thereon. It is not contemplated that certificates will be issued for
the Shares; however, the Trustees, in their discretion, may authorize the
issuance of Share certificates and promulgate appropriate rules and
regulations as to their use.

<PAGE>

SECTION 6.6. TRANSFER OF SHARES. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent
thereunto duly authorized in writing, upon delivery to the Trustees, the
Transfer Agent or the Shareholder Servicing Agent which is the agent of record
for such Shareholder, of a duly executed instrument of transfer, together with
any certificate or certificates (if issued) for such Shares and such evidence
of the genuineness of each such execution and authorization and of other
matters as may reasonably be required. Upon such delivery the transfer shall
be recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares for all
purposes hereunder and neither the Trustees nor any Transfer Agent,
Shareholder Servicing Agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.

Any person becoming entitled to any Shares in consequence of the
death, bankruptcy, or incompetence of any Shareholder, or otherwise by
operation of law, shall be recorded on the register of Shares as the holder of
such Shares upon production of the proper evidence thereof to the Trustees,
the Transfer Agent or the Shareholder Servicing Agent which is the agent of
record for such Shareholder; but until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for all purposes
hereunder and neither the Trustees nor any Transfer Agent, Shareholder
Servicing Agent or registrar nor any officer or agent of the Trust shall be
affected by any notice of such death, bankruptcy or incompetence, or other
operation of law.

SECTION 6.7. NOTICES. Any and all notices to which any Shareholder
may be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of record at
his last known address as recorded on the register of the Trust.

SECTION 6.8. VOTING POWERS. The Shareholders shall have power to vote
only (i) for the removal of Trustees as provided in Section 2.2 hereof, (ii)
with respect to any investment advisory or management contract as provided in
Section 4.1 hereof, (iii) with respect to termination of the Trust as provided
in Section 9.2 hereof, (iv) with respect to any amendment of this Declaration
to the extent and as provided in Section 9.3 hereof, (v) with respect to any
merger, consolidation or sale of assets as provided in Sections 9.4 and 9.6
hereof, (vi) with respect to incorporation of the Trust or any series to the
extent and as provided in Sections 9.5 and 9.6 hereof, (vii) to the same
extent as the stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders, and (viii) with respect to such additional matters
relating to the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled
to vote and each fractional Share shall be entitled to a proportionate
fractional vote, except that Shares held in the treasury of the Trust shall
not be voted and except that all Shares shall be voted by individual series on
any matter submitted to a vote of the Shareholders except as provided in
Section 6.9(g) hereof. Shares shall be voted by individual series on any

<PAGE>

matter submitted to a vote of the Shareholders of the Trust except as provided
in Section 6.9(g) hereof. There shall be no cumulative voting in the election
of Trustees. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action, required by law, the Declaration or the
By-Laws to be taken by Shareholders. At any meeting of Shareholders of the
Trust or of any series of the Trust, a Shareholder Servicing Agent may vote
any shares as to which such Shareholder Servicing Agent is the agent of record
and which are not otherwise represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all shares
otherwise represented at the meeting in person or by proxy as to which such
Shareholder Servicing Agent is the agent of record. Any shares so voted by a
Shareholder Servicing Agent will be deemed represented at the meeting for
quorum purposes. The By-Laws may include further provisions for Shareholder
votes and meetings and related matters.

SECTION 6.9. SERIES DESIGNATION. As set forth in Appendix I hereto,
the Trustees have authorized the division of Shares into series, as designated
and established pursuant to the provisions of Appendix I and this Section 6.9.
The Trustees, in their discretion, may authorize the division of Shares into
one or more additional series, and the different series shall be established
and designated, and the variations in the relative rights, privileges and
preferences as between the different series shall be fixed and determined by
the Trustees upon and subject to the following provisions:

(a) All Shares shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to purchase price, right of redemption and the price, terms and
manner of redemption, and special and relative rights as to dividends and on
liquidation.

(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired
of any series into one or more series that may be established and designated
from time to time. The Trustees may hold as treasury shares (of the same or
some other series), reissue for such consideration and on such terms as they
may determine, or cancel any Shares of any series reacquired by the Trust at
their discretion from time to time.

(c) All consideration received by the Trust for the issuance or sale
of Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income and earnings thereon,
profits therefrom, and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to that series for all purposes, subject only to
the rights of creditors of such series, and shall be so recorded upon the
books of account of the Trust. In the event that there are any assets, income,
earnings, profits, proceeds, funds or payments which are not readily
identifiable as belonging to any particular series, the Trustees shall
allocate them to and among any one or more of the series established and
designated from time to time in such manner and on such basis as the Trustees,
in their sole discretion, deem fair and equitable. Each such allocation by the

<PAGE>

Trustees shall be conclusive and binding upon the Shareholders of all series
for all purposes. No Shareholder of any particular series shall have any claim
on or right to any assets allocated or belonging to any other series of
Shares.

(d) The assets belonging to each particular series shall be charged
with the liabilities of the Trust in respect of that series and all expenses,
costs, charges and reserves attributable to that series, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular series shall be allocated
and charged by the Trustees to and among any one or more of the series
established and designated from time to time in such manner and on such basis
as the Trustees, in their sole discretion, deem fair and equitable. Each
allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the Shareholders of all series
for all purposes. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be treated as
income and which items as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders. Under no circumstances
shall the assets allocated or belonging to any particular series be charged
with liabilities, expenses, costs, charges or reserves attributable to any
other series. All Persons who have extended credit which has been allocated to
a particular series, or who have a claim or contract which has been allocated
to any particular series, shall look only to the assets of that particular
series for payment of such credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust
Property allocated or belonging to any particular series shall be governed by
Section 3.2 hereof unless otherwise provided in the instrument of the Trustees
establishing such series which is hereinafter described.

(f) Each Share of a series shall represent a beneficial interest in
the net assets allocated or belonging to such series only, and such interest
shall not extend to the assets of the Trust generally. Dividends and
distributions on Shares of a particular series may be paid with such frequency
as the Trustees may determine, which may be monthly or otherwise, pursuant to
a standing vote or votes adopted only once or with such frequency as the
Trustees may determine, to the Shareholders of that series only, from such of
the income and capital gains, accrued or realized, from the assets belonging
to that series, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that series. All dividends and distributions
on Shares of a particular series shall be distributed PRO RATA to the
Shareholders of that series in proportion to the number of Shares of that
series held by such Shareholders at the date and time of record established
for the payment of such dividends or distributions. Shares of any particular
series of the Trust may be redeemed solely out of Trust Property allocated or
belonging to that series. Upon liquidation or termination of a series of the
Trust, Shareholders of such series shall be entitled to receive a PRO RATA
share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any
matter submitted to a vote of the Shareholders, all Shares then entitled to
vote shall be voted by individual series, except that (i) when required by the
1940 Act to be voted in the aggregate, Shares shall not be voted by individual

<PAGE>

series, and (ii) when the Trustees have determined that the matter affects the
interests of Shareholders of more than one series, Shareholders of all such
affected series shall vote in the aggregate.

(h) The establishment and designation of any series of Shares shall
be effective upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument. At
any time that there are no Shares outstanding of any particular series
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that series and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.

(i) Notwithstanding anything in this Declaration to the contrary, the
Trustees may, in their discretion, authorize the division of Shares of any
series into Shares of one or more classes or subseries of such series. All
Shares of a class or a subseries shall be identical with each other and with
the Shares of each other class or subseries of the same series except for such
variations between classes or subseries as may be approved by the Board of
Trustees and be permitted under the 1940 Act or pursuant to any exemptive
order issued by the Commission.

ARTICLE VIII

REDEMPTIONS

SECTION 7.1. REDEMPTIONS. In case any Shareholder at any time desires
to dispose of his Shares, he may deposit his certificate or certificates
therefor, duly endorsed in blank or accompanied by an instrument of transfer
executed in blank, or if the Shares are not represented by any certificate, a
written request or other such form of request as the Trustees may from time to
time authorize, at the office of the Transfer Agent, the Shareholder Servicing
Agent which is the agent of record for such Shareholder, or at the office of
any bank or trust company, either in or outside of the Commonwealth of
Massachusetts, which is a member of the Federal Reserve System and which the
said Transfer Agent or the said Shareholder Servicing Agent has designated in
writing for that purpose, together with an irrevocable offer in writing in a
form acceptable to the Trustees to sell the Shares represented thereby to the
Trust at the net asset value per Share thereof, next determined after such
deposit as provided in Section 8.1 hereof. Payment for said Shares shall be
made to the Shareholder within seven days after the date on which the deposit
is made, unless (i) the date of payment is postponed pursuant to Section 7.2
hereof, or (ii) the receipt, or verification of receipt, of the purchase price
for the Shares to be redeemed is delayed, in either of which events payment
may be delayed beyond seven days.

SECTION 7.2. SUSPENSION OF RIGHT OF REDEMPTION. The Trust may declare
a suspension of the right of redemption or postpone the date of payment of the
redemption proceeds for the whole or any part of any period (i) during which

<PAGE>

the New York Stock Exchange is closed other than customary weekend and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which
disposal by the Trust of securities owned by it is not reasonably practicable
or it is not reasonably practicable for the Trust fairly to determine the
value of its net assets, or (iv) during which the Commission for the
protection of Shareholders by order permits the suspension of the right of
redemption or postponement of the date of payment of the redemption proceeds;
provided that applicable rules and regulations of the Commission shall govern
as to whether the conditions prescribed in (ii), (iii) or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of
redemption or payment of the redemption proceeds until the Trust shall declare
the suspension at an end, except that the suspension shall terminate in any
event on the first day on which said stock exchange shall have reopened or the
period specified in (ii) or (iii) shall have expired (as to which, in the
absence of an official ruling by the Commission, the determination of the
Trust shall b conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.

SECTION 7.3. REDEMPTION OF SHARES; DISCLOSURE OF HOLDING. If the
Trustees shall, at any time and in good faith, be of the opinion that direct
or indirect ownership of Shares has or may become concentrated in any Person
to an extent which would disqualify the Trust, or any series of the Trust, as
a regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), then the Trustees shall have the power by lot or other
means deemed equitable by them (i) to call for redemption by any such Person a
number of Shares of the Trust, or such series of the Trust, sufficient to
maintain or bring the direct or indirect ownership of Shares of the Trust, or
such series of the Trust, into conformity with the requirements for such
qualification, and (ii) to refuse to transfer or issue Shares of the Trust, or
such series of the Trust, to any Person whose acquisition of the Shares of the
Trust, or such series of the Trust, would result in such disqualification. The
redemption shall be effected at the redemption price and in the manner
provided in Section 7.1 hereof.

The Shareholders of the Trust shall upon demand disclose to the
Trustees in writing such information with respect to direct and indirect
ownership of Shares of the Trust as the Trustees deem necessary to comply with
the provisions of the Code, or to comply with the requirements of any other
authority. Upon the failure of a Shareholder to disclose such information and
to comply with such demand of the Trustees, the Trust shall have the power to
redeem such Shares at a redemption price determined in accordance with Section
7.1 hereof.

SECTION 7.4. REDEMPTIONS OF ACCOUNTS OF LESS THAN MINIMUM AMOUNT. The
Trustees shall have the power, and any Shareholder Servicing Agent with whom
the Trust has so agreed (or a subcontractor of such Shareholder Servicing
Agent) shall have the power, at any time to redeem Shares of any Shareholder
at a redemption price determined in accordance with Section 7.1 hereof if at
such time the aggregate net asset value of the Shares owned by such

<PAGE>

Shareholder is less than a minimum amount as determined from time to time and
disclosed in a prospectus of the Trust or in the Shareholder Servicing Agent's
(or subcontractor's) agreement with its customer. A Shareholder shall be
notified that the aggregate value of his Shares is less than such minimum
amount and allowed 60 days to make an additional investment before redemption
is processed.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

The Trustees, in their absolute discretion, may prescribe and shall
set forth in the By-Laws or in a duly adopted vote or votes of the Trustees
such bases and times for determining the per Share net asset value of the
Shares or net income, or the declaration and payment of dividends and
distributions, as they may deem necessary or desirable.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.

SECTION 9.1. DURATION. The Trust shall continue without limitation
of time but subject to the provisions of this Article IX.

SECTION 9.2. TERMINATION OF TRUST. (a) The Trust may be terminated
(i) by a Majority Shareholder Vote of its Shareholders, or (ii) by the
Trustees by written notice to the Shareholders. Any series of the Trust may be
terminated (i) by a Majority Shareholder Vote of the Shareholders of that
series, or (ii) by the Trustees by written notice to the Shareholders of that
series. Upon the termination of the Trust or any series of the Trust:

(i) The Trust or series of the Trust shall carry on no business except
for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust
or series of the Trust and all the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust or series of the
Trust shall have been wound up, including the power to fulfill or discharge
the contracts of the Trust, collect the assets of the Trust or series of the
Trust, sell, convey, assign, exchange, transfer or otherwise dispose of all or
any part of the remaining Trust Property of the Trust or series of the Trust
to one or more Persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of any kind,
discharge or pay the liabilities of the Trust or series of the Trust, and to
do all other acts appropriate to liquidate the business of the Trust or series
of the Trust; provided, that any sale, conveyance, assignment, exchange,
transfer or other disposition of all or substantially of the Trust Property of

<PAGE>

the Trust or series of the Trust shall require Shareholder approval in
accordance with Section 9.4 or 9.6 hereof, respectively; and

(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property of the Trust or series of the Trust,
in cash or in kind or partly in cash and partly in kind, among the
Shareholders of the Trust or series of the Trust according to their respective
rights.

(b) After termination of the Trust or series of the Trust and
distribution to the Shareholders of the Trust or series of the Trust as herein
provided, a majority of the Trustees shall execute and lodge among the records
of the Trust an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder with respect to the Trust or series of the
Trust, and the rights and interests of all Shareholders of the Trust or series
of the Trust shall thereupon cease.

SECTION 9.3. AMENDMENT PROCEDURE. (a) This Declaration may be amended
by a Majority Shareholder Vote of the Shareholders or by any instrument in
writing, signed by a majority of the Trustees and consented to by the holders
of not less than a majority of the Shares of the Trust. The Trustees may also
amend this Declaration without the vote or consent of Shareholders to
designate series in accordance with Section 6.9 hereof, to change the name of
the Trust, to supply any omission, to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, or to conform this
Declaration to the requirements of applicable federal laws or regulations or
the requirements of the regulated investment company provisions of the
Internal Revenue Code of 1986, as amended, or to (i) change the state or other
jurisdiction designated herein as the state or other jurisdiction whose laws
shall be the governing law hereof, (ii) effect such changes herein as the
Trustees find to be necessary or appropriate (A) to permit the filing of this
Declaration under the laws of such state or other jurisdiction applicable to
trusts or voluntary associations, (B) to permit the Trust to elect to be
treated as a "regulated investment company" under the applicable provisions of
the Internal Revenue Code of 1986, as amended, or (C) to permit the transfer
of shares (or to permit the transfer of any other beneficial interests or
shares in the Trust, however denominated), and (iii) in conjunction with any
amendment contemplated by the foregoing clause (i) or the foregoing clause
(ii) to make any and all such further changes or modifications to this
Declaration as the Trustees find to be necessary or appropriate, any finding
of the Trustees referred to in the foregoing clause (ii) or clause (iii) to be
conclusively evidenced by the execution of any such amendment by a majority of
the Trustees, but the Trustees shall not be liable for failing so to do.

(b) No amendment which the Trustees have determined would affect the
rights, privileges or interests of holders of a particular series of Shares,
but not the rights, privileges or interests of holders of all series of Shares
generally, and which would otherwise require a Majority Shareholder Vote under

<PAGE>

paragraph (a) of this Section 9.3, may be made except with the vote or consent
by a Majority Shareholder Vote of Shareholders of such series.

(c) Notwithstanding any other provision of this Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by shareholders to either invest all or a portion of
the Trust Property, or sell all or a portion of the Trust Property and invest
the proceeds of such sales, in another investment company that is registered
under the 1940 Act.

(d) Notwithstanding any other provision hereof, no amendment may be
made under this Section 9.3 which would change any rights with respect to the
Shares, or any series of Shares, by reducing the amount payable thereon upon
liquidation of the Trust or by diminishing or eliminating any voting rights
pertaining thereto, except with the Majority Shareholder Vote of the Shares or
that series of Shares. Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from personal liability
of the Shareholders, Trustees, officers, employees and agents of the Trust or
to permit assessments upon Shareholders.

(e) A certificate signed by a majority of the Trustees setting forth
an amendment and reciting that it was duly adopted by the Shareholders or by
the Trustees as aforesaid, and executed by a majority of the Trustees, shall
be conclusive evidence of such amendment when lodged among the records of the
Trust.

(f) Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of Shares of the Trust shall have become effective,
this Declaration may be amended in any respect by the affirmative vote of a
majority of the Trustees or by an instrument signed by a majority of the
Trustees.

SECTION 9.4. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust may
merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property (or all or substantially all of the Trust Property allocated or
belonging to a particular series of the Trust) including its good will, upon
such terms and conditions and for such consideration when and as authorized at
any meeting of Shareholders called for such purpose by the vote of the holders
of two-thirds of the outstanding Shares of all series of the Trust voting as a
single class, or of the affected series of the Trust, as the case may be, or
by an instrument or instruments in writing without a meeting, consented to by
the vote of the holders of two-thirds of the outstanding Shares of all series
of the Trust voting as a single class, or of the affected series of the Trust,
as the case may be; provided, however, that if such merger, consolidation,
sale, lease or exchange is recommended by the Trustees, the vote or written
consent by Majority Shareholder Vote shall be sufficient authorization; and
any such merger, consolidation, sale, lease or exchange shall be deemed for
all purposes to have been accomplished under and pursuant to the statutes of
the Commonwealth of Massachusetts. Nothing contained herein shall be construed
as requiring approval of Shareholders for any sale of assets in the ordinary
course of the business of the Trust.

<PAGE>

SECTION 9.5. INCORPORATION, REORGANIZATION. With the approval of the
holders of a majority of the Shares outstanding and entitled to vote, the
Trustees may cause to be organized or assist in organizing a corporation or
corporations under the laws of any jurisdiction, or any other trust, unit
investment trust, partnership, association or other organization to take over
all of the Trust Property or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property to any such corporation, trust, partnership, association or
organization in exchange for the shares or securities thereof or otherwise,
and to lend money to, subscribe for the shares or securities of, and enter
into any contracts with any such corporation, trust, partnership, association
or organization in which the Trust holds or is about to acquire shares or any
other interest. Subject to Section 9.4 hereof, the Trustees may also cause a
merger or consolidation between the Trust or any successor thereto and any
such corporation, trust, partnership, association or other organization if and
to the extent permitted by law. Nothing contained in this Section 9.5 shall be
construed as requiring approval of Shareholders for the Trustees to organize
or assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organization or entities.

SECTION 9.6. INCORPORATION OR REORGANIZATION OF SERIES. With the
approval of a Majority Shareholder Vote of any series, the Trustees may sell,
lease or exchange all of the Trust Property allocated or belonging to that
series, or cause to be organized or assist in organizing a corporation or
corporations under the laws of any other jurisdiction, or any other trust,
unit investment trust, partnership, association or other organization, to take
over all of the Trust Property allocated or belonging to that series and to
sell, convey and transfer such Trust Property to any such corporation, trust,
unit investment trust, partnership, association, or other organization in
exchange for the shares or securities thereof or otherwise.

ARTICLE X

REPORTS TO SHAREHOLDERS AND SHAREHOLDER COMMUNICATIONS

The Trustees shall at least semi-annually submit to the Shareholders
a written financial report of the transactions of the Trust, including
financial statements which shall at least annually be certified by independent
trust accountants.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. FILING. This Declaration and any amendment hereto shall
be filed in the office of the Secretary of the Commonwealth of Massachusetts
and in such other place or places as may be required under the laws of the
Commonwealth of Massachusetts and may also be filed or recorded in such other
places as the Trustees deem appropriate. Each amendment so filed shall state
or be accompanied by a certificate signed and acknowledged by a Trustee

<PAGE>

stating that such action was duly taken in the manner provided herein, and
unless such amendment or such certificate sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
filing. A restated Declaration, integrating into a single instrument all of
the provisions of the Declaration which are then in effect and operative, may
be executed from time to time by a majority of the Trustees and shall, upon
filing with the Secretary of the Commonwealth of Massachusetts, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of this original Declaration and the various amendments thereto.

SECTION 11.2. GOVERNING LAW. This Declaration is executed by the
Trustees and delivered in the Commonwealth of Massachusetts and with reference
to the laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.

SECTION 11.3. COUNTERPARTS. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.

SECTION 11.4. RELIANCE BY THIRD PARTIES. Any certificate executed by
an individual who, according to the records of the Trust, is a Trustee
hereunder certifying to: (i) the number or identity of Trustees or
Shareholders, (ii) the due authorization of the execution of any instrument or
writing, (iii) the form of any vote passed at a meeting of Trustees or
Shareholders, (iv) the fact that the number of Trustees or Shareholders
present at any meeting or executing any written instrument satisfies the
requirements of this Declaration, (v) the form of any By-Laws adopted by or
the identity of any officers elected by the Trustees, or (vi) the existence of
any fact or facts which in any manner relates to the affairs of the Trust,
shall be conclusive evidence as to the matters so certified in favor of any
Person dealing with the Trustees and their successors.

SECTION 11.5. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any such provision is in conflict
with the 1940 Act, the regulated investment company provisions of the Internal
Revenue Code of 1986, as amended, or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have
constituted a part of this Declaration; provided however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

SECTION 11.6. PRINCIPAL OFFICE. The principal office of the Trust
is 9802 Nicholas, Suite 205, Omaha, Nebraska 68114.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner

<PAGE>

affect such provision in any other jurisdiction or any other provision of the
Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as
of the 3rd day of March, 1997.

/s/ W. Patrick Clarke
-------------------------------
W. PATRICK CLARKE
as Trustee and not individually

/s/ Gary W. Lanzen
-------------------------------
GARY W. LANZEN
as Trustee and not individually

-------------------------------
RANDAL D. SKALLA
as Trustee and not individually

/s/ Todd P. Clarke
-------------------------------
TODD P. CLARKE
as Trustee and not individually

/s/ Merill Bryan, Jr.
-------------------------------
L. MERILL BRYAN, JR.
as Trustee and not individually

/s/ H. Reese Hansen
-------------------------------
H. REESE HANSEN
as Trustee and not individually

-------------------------------
RICHARD A. ZEHNACKER
as Trustee and not individually

<PAGE>

STATE OF NEBRASKA

COUNTY OF DOUGLAS

March 3, 1997

Then personally appeared the above-named W. Patrick Clarke, Gary W.
Lanzen, Randal D. Skalla, Todd P. Clarke, L. Merill Bryan, Jr., H. Reese
Hansen and Richard A. Zehnacker, who severally acknowledged the foregoing
instrument to be their free act and deed.

Before me,

/s/ Patricia J. Huber

Notary Public

My commission expires:

<PAGE>

Appendix I

CLS AdvisorOne Funds

Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.10 per share)

Pursuant to Section 6.9 of the Declaration of Trust, dated as of
March 3, 1997 (the "Declaration of Trust"), of CLS AdvisorOne Funds (the
"Trust"), the Trustees of the Trust hereby establish and designate two series
of Shares (as defined in the Declaration of Trust) (each a "Fund" and
collectively, the "Funds") to have the following special and relative rights:

1. The Funds shall be designated as follows:

CLS AdvisorOne Funds

The Amerigo Fund
The Clermont Fund

2. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of a Fund shall be redeemable, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which Shares of the Fund shall be entitled to vote, shall represent
a PRO RATA beneficial interest in the assets allocated or belonging to the
Fund, and shall be entitled to receive its PRO RATA share of the net assets of
the Fund upon liquidation of the Fund, all as provided in Section 6.9 of the
Declaration of Trust. The proceeds of sales of Shares of a Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to that Fund, unless otherwise required by law.

3. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.

4. The assets and liabilities of the Trust shall be allocated among
the Funds as set forth in Section 6.9 of the Declaration of Trust.

5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses, to change the designation of any Fund now or hereafter created, or
otherwise to change the special and relative rights of any Fund.

Exhibit 2

BY-LAWS

CLS ADVISORONE FUNDS

ARTICLE I

DEFINITIONS

The terms "COMMISSION", "DECLARATION", "DISTRIBUTOR", "INVESTMENT
ADVISER", "MAJORITY SHAREHOLDER VOTE", "1940 ACT", "SHAREHOLDER", "SHARES",
"TRANSFER AGENT", "TRUST", TRUST PROPERTY" and "TRUSTEES" have the respective
meanings given them in the Declaration of Trust of the CLS AdvisorOne Funds
dated as of March 3, 1997.

ARTICLE II

OFFICES

Section 1. Principal Office. Until changed by the Trustees, the
principal office of the Trust shall be 9802 Nicholas, Suite 205,
Omaha, NE 68114.

Section 2. Other Offices. The Trust may have offices in such other
places without as well as within the State of Nebraska or the Commonwealth of
Massachusetts as the Trustees may from time to time determine.

ARTICLE III

SHAREHOLDERS

SECTION 1. MEETINGS. A meeting of Shareholders may be called at any
time by a majority of the Trustees and shall be called by any Trustee upon
written request, which shall specify the purpose or purposes for which such
meeting is to be called, of Shareholders holding in the aggregate not less
than 10% of the outstanding Shares entitled to vote on the matters specified
in such written request. Any such meeting shall be held within or without the
Commonwealth of Massachusetts on such day and at such time as the Trustees
shall designate. The holders of a majority of outstanding Shares entitled to
vote present in person or by proxy shall constitute a quorum at any meeting of
the Shareholders. In the absence of a quorum, a majority of outstanding Shares
entitled to vote present in person or by proxy may adjourn the meeting from
time to time until a quorum shall be present.

Whenever a matter is required to be voted by Shareholders of the Trust
in the aggregate under Section 6.8 and Section 6.9 and Section 6.9(g) of the
Declaration, the Trust may either hold a meeting of Shareholders of all

<PAGE>

series, as defined in Section 6.9 of the Declaration, to vote on such matter,
or hold separate meetings of shareholders of each of the individual series to
vote on such matter, provided that (i) such separate meetings shall be held
within one year of each other, (ii) a quorum consisting of the holders of the
majority of outstanding Shares of the individual series entitled to vote
present in person or by proxy shall be present at each such separate meeting
and (iii) a quorum consisting of the holders of a majority of all Shares of
the Trust entitled to vote present in person or by proxy shall be present in
the aggregate at such separate meetings, and the votes of Shareholders at all
such separate meetings shall be aggregated in order to determine if sufficient
votes have been cast for such matter to be voted.

SECTION 2. NOTICE OF MEETINGS Notice of all meetings of Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder entitled to vote at such meeting at his
address as recorded on the register of the Trust, mailed at least 10 days and
not more than 60 days before the meeting. Only the business stated in the
notice of the meeting shall be considered at such meeting. Any adjourned
meeting may be held as adjourned without further notice. No notice need be
given to any Shareholder who shall have failed to inform the Trust of his
current address or if a written waiver of notice, executed before or after the
meeting by the Shareholder or his attorney thereunto authorized, is filed with
the records of the meeting.

Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders
of the Trust in the aggregate, as provided in Article III, Section 1 above,
notice of each such separate meeting shall be provided in the manner described
above in this Section 2.

SECTION 3. RECORD DATE. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding 30 days, as the Trustees may determine; or without closing the
transfer books the Trustees may fix a date not more than 60 days prior to the
date of any meeting of Shareholders or distribution or other action as a
record date for the determination of the persons to be treated as Shareholders
of record for such purpose.

Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders
of the Trust in the aggregate, as provided in Article III, Section 1 above,
the record date of each such separate meeting shall be determined in the
manner described above in this Section 3.

SECTION 4. PROXIES. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy
shall be voted at any meeting unless it shall have been placed on file with
the Secretary, or with such other officer or agent of the Trust as the
Secretary may direct, for verification prior to the time at which such vote
shall be taken. Pursuant to a vote of a majority of the Trustees, proxies may
be solicited in the name of the Trust or one or more Trustees or officers of
the Trust. Only Shareholders of record shall be entitled to vote. Each full
Share shall be entitled to one vote and fractional Shares shall be entitled to
a vote of such fraction. When any Share is held jointly by several persons,
any one of them may vote at any meeting in person or by proxy in respect of
such Share, but if more than one of them shall be present at such meeting in

<PAGE>

person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Share. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise, and the
burden of proving invalidity shall rest on the challenger. If the holder of
any such Share is a minor or a person of unsound mind, and subject to
guardianship or to the legal control of any other person as regards the charge
or management of such Share, such Share may be voted by such guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy.

SECTION 5. INSPECTION OF RECORDS. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.

Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

ARTICLE IV

TRUSTEES

SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the Chairman
or by any Trustee. Notice of the time and place of each meeting other than
regular or stated meetings shall be given by the Secretary or an Assistant
Secretary or by the officer or Trustee calling the meeting and shall be mailed
to each Trustee at least two days before the meeting, or shall be telegraphed,
cabled, or wirelessed to each Trustee at his business address, or personally
delivered to him at least one day before the meeting. Notice of a meeting need
not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, which
telephone conference meeting shall be deemed to have been held at a place
designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if all the Trustees consent to the
action in writing and the written consents are filed with the records of the
Trustees' meetings. Such consents shall be treated as a vote for all purposes.

SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees
present in person at any regular or special meeting of the Trustees shall
constitute a quorum for the transaction of business at such meeting and

<PAGE>

(except as otherwise required by law, the Declaration or these ByLaws) the act
of a majority of the Trustees present at any such meeting, at which a quorum
is present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of an adjourned meeting need not be
given.

ARTICLE V

COMMITTEES AND ADVISORY BOARD

SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three Trustees to hold office at the
pleasure of the Trustees. While the Trustees are not in session, the Executive
Committee shall have the power to conduct the current and ordinary business of
the Trust, including the purchase and sale of securities and the designation
of securities to be delivered upon redemption of Shares of the Trust, and such
other powers of the Trustees as the Trustees may, from time to time, delegate
to the Executive Committee except those powers which by law, the Declaration
or these By-Laws the Trustees are prohibited from so delegating. The Trustees
may also elect from their own number other Committees from time to time, the
number composing such Committees, the powers conferred upon the same (subject
to the same limitations as with respect to the Executive Committee) and the
term of membership on such Committees to be determined by the Trustees. The
Trustees may designate a chairman of any such Committee. In the absence of
such designation a Committee may elect its own chairman.

SECTION 2. MEETING QUORUM AND MANNER OF ACTING. The Trustees may (i)
provide for stated meetings of any Committee, (ii) specify the manner of
calling and notice required for special meetings of any Committee, (iii)
specify the number of members of a Committee required to constitute a quorum
and the number of members of a Committee required to exercise specified powers
delegated to such Committee, (iv) authorize the making of decisions to
exercise specified powers by written assent of the requisite number of members
of a Committee without a meeting, and (v) authorize the members of a Committee
to meet by means of a telephone conference circuit.

Each Committee shall keep regular minutes of its meetings and records
of decisions taken without a meeting and cause them to be recorded in a book
designated for that purpose and kept in the office of the Trust.

SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three members. Members of
such Advisory Board shall not be Trustees or officers and need not be
Shareholders. A member of such Advisory Board shall hold office for such
period as the Trustees may by vote provide and may resign therefrom by a
written instrument signed by him which shall take effect upon its delivery to
the Trustees. The Advisory Board shall have no legal powers and shall not
perform the functions of Trustees in any manner, such Advisory Board being
intended merely to act in an advisory capacity. Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by vote provide.

<PAGE>

Section 4. Chairman. The Trustees may, by a majority vote of all the
Trustees, elect from their own number a Chairman, to hold office until his
successor shall have been duly elected and qualified. The Chairman shall not
hold any other office. The Chairman may be, but need not be, a Shareholder.
The Chairman shall preside at all meetings of the Trustees and shall have such
other duties as from time to time may be assigned to him by the Trustees.

ARTICLE VI

OFFICERS

SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer and a Secretary, each of whom shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as
the business of the Trust may require, including one or more Vice Presidents,
one or more Assistant Treasurers, and one or more Assistant Secretaries. The
Trustees may delegate to any officer or committee the power to appoint any
subordinate officers or agents.

SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise
provided by law, the Declaration or these By-Laws, the President, the
Treasurer and the Secretary shall hold office until his respective successor
shall have been duly elected and qualified, and all other officers shall hold
office at the pleasure of the Trustees. The Secretary and Treasurer may be the
same person. A Vice President and the Treasurer or a Vice President and the
Secretary may be the same person, but the offices of Vice President, Secretary
and Treasurer shall not be held by the same person. The President shall not
hold any other office. Except as above provided, any two offices may be held
by the same person. Any officer may be, but does not need be, a Trustee or
Shareholder.

SECTION 3. REMOVAL. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause by a vote of a
majority of the Trustees. Any officer or agent appointed by any officer or
committee may be removed with or without cause by such appointing officer or
committee.

SECTION 4. POWERS AND DUTIES OF THE PRESIDENT. The President, unless a
Chairman is so elected by the Trustees, shall be the principal executive
officer of the Trust. Subject to the control of the Trustees and any committee
of the Trustees, the President shall at all times exercise a general
supervision and direction over the affairs of the Trust. The President shall
have the power to employ attorneys and counsel for the Trust and to employ
such subordinate officers, agents, clerks and employees as he may find
necessary to transact the business of the Trust. The President shall also have
the power to grant, issue, execute or sign such powers of attorney, proxies or
other documents as may be deemed advisable or necessary in the furtherance of
the interests of the Trust. The President shall have such other powers and
duties as, from time to time, may be conferred upon or assigned to him by the
Trustees.

SECTION 5. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or
disability of the President, the Vice President or, if there are more than one
Vice President, any Vice President designated by the Trustees shall perform
all the duties and may exercise any of the powers of the President, subject to

<PAGE>

the control of the Trustees. Each Vice President shall perform such other
duties as may be assigned to him from time to time by the Trustees or the
President.

SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be
the principal financial and accounting officer of the Trust. The Treasurer
shall deliver all funds of the Trust which may come into his hands to such
custodian as the Trustees may employ pursuant to Article X hereof. The
Treasurer shall render a statement of condition of the finances of the Trust
to the Trustees as often as they shall require the same and shall in general
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Trustees. The
Treasurer shall give a bond for the faithful discharge of his duties, if
required to do so by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.

SECTION 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall
keep the minutes of all meetings of the Shareholders in proper books provided
for that purpose; shall keep the minutes of all meetings of the Trustees;
shall have custody of the seal of the Trust; and shall have charge of the
Share transfer books, lists and records unless the same are in the charge of
the Transfer Agent. The Secretary shall attend to the giving and serving of
all notices by the Trust in accordance with the provisions of these By-Laws
and as required by law; and subject to these By-Laws, shall in general perform
all the duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Trustees.

SECTION 8. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence
or disability of the Treasurer, any Assistant Treasurer designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Treasurer. Each Assistant Treasurer shall perform such other duties as
from time to time may be assigned to him by the Trustees. Each Assistant
Treasurer shall give a bond for the faithful discharge of his duties, if
required to do so by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.

SECTION 9. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all of the duties, and may exercise any of the powers,
of the Secretary. Each Assistant Secretary shall perform such other duties as
from time to time may be assigned to him by the Trustees.

SECTION 10. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE
ADVISORY BOARD. Subject to any applicable law or provision of the Declaration,
the compensation of the officers and Trustees and members of the Advisory
Board shall be fixed from time to time by the Trustees or, in the case of
officers, by any committee of officers upon whom such power may be conferred
by the Trustees. No officer shall be prevented from receiving such
compensation as such officer by reason of the fact that he is also a Trustee.

<PAGE>

ARTICLE VII

FISCAL YEAR

The fiscal year of the Trust shall be that period beginning on the
first day of May and ending on the last day of April; provided, however, that
the Trustees may from time to time change the fiscal year.

ARTICLE VIII

SEAL

The Trustees shall adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

WAIVERS OF NOTICE

Whenever any notice is required to be given by law, the Declaration or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. A notice shall be deemed to have been
telegraphed, cabled or wirelessed for the purposes of these By-Laws when it
has been delivered to a representative of any telegraph, cable or wireless
company with instruction that it be telegraphed, cabled or wirelessed. Any
notice shall be deemed to be given at the time when the same shall be mailed,
telegraphed, cabled or wirelessed.

ARTICLE X

CUSTODIAN

SECTION 1. APPOINTMENT AND DUTIES. The Trustees shall at all times
employ a bank or trust company having a capital, surplus and undivided profits
of at least $5,000,000 as custodian with authority as its agent, but subject
to such restrictions, limitations and other requirements, if any, as may be
contained in the Declaration, these By-Laws and the 1940 Act:

(i) to hold the securities owned by the Trust and deliver the same upon
written order;
(ii) to receive and receipt for any monies due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct;
(iii) to disburse such funds upon orders or vouchers;
(iv) if authorized by the Trustees, to keep the books and accounts of the
Trust and furnish clerical and accounting services; and
(v) if authorized by the Trustees, to compute the net income of the
Trust and the net asset value of Shares;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian.

<PAGE>

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of
the custodian and upon such terms and conditions as may be agreed upon between
the custodian and such sub-custodian and approved by the Trustees. Subject to
the approval of the Trustees, the custodian may enter into arrangements with
securities depositories. All such custodial, sub-custodial and depository
arrangements shall be subject to, and comply with, the provisions of the 1940
Act and the rules and regulations promulgated thereunder.

SECTION 2. CENTRAL CERTIFICATE SYSTEM. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or with such other
person as may be permitted by the Commission, or otherwise in accordance with
the 1940 Act, pursuant to which system all securities of any particular class
or series of any issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without physical
delivery of such securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its custodian.

SECTION 3. ACCEPTANCE OF RECEIPTS IN LIEU OF CERTIFICATES. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees
may direct the custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.

SECTION 4. PROVISIONS OF CUSTODIAN CONTRACT. The following provisions
shall apply to the employment of a custodian pursuant to this Article X and to
any contract entered into with the custodian so employed:

(a) The Trustees shall cause to be delivered to the custodian all securities
owned by the Trust or to which it may become entitled, and shall order the
same to be delivered by the custodian only upon completion of a sale,
exchange, transfer, pledge, or other disposition thereof, and upon receipt by
the custodian of the consideration therefor or a certificate of deposit or a
receipt of an issuer or of its Transfer Agent, all as the Trustees may
generally or from time to time require or approve, or to a successor
custodian; and the Trustees shall cause all funds owned by the Trust or to
which it may become entitled to be paid to the custodian, and shall order the
same disbursed only for investment against delivery of the securities
acquired, or in payment of expenses, including management compensation, and
liabilities of the Trust, including distributions to Shareholders, or to a
successor custodian; provided, however, that nothing herein shall prevent
delivery of securities for examination to the broker purchasing the same in
accord with the "street delivery" custom whereby such securities are delivered
to such broker in exchange for a delivery receipt exchanged on the same day
for an uncertified check of such broker to be presented on the same day for
certification.

<PAGE>

(b) In case of the resignation, removal or inability to serve of any such
custodian, the Trust shall promptly appoint another bank or trust company
meeting the requirements of this Article X as successor custodian. The
agreement with the custodian shall provide that the retiring custodian shall,
upon receipt of notice of such appointment, deliver all Trust Property in its
possession to and only to such successor, and that pending appointment of a
successor custodian, or a vote of the Shareholders to function without a
custodian, the custodian shall not deliver any Trust Property to the Trust,
but may deliver all or any part of the Trust Property to a bank or trust
company of its own selection, having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least
$5,000,000; provided that arrangements are made for the Trust Property to be
held under terms similar to those on which they were held by the retiring
custodian.

ARTICLE XI

AMENDMENTS

These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be adopted (a) by the Shareholders by a Majority Shareholder
Vote, or (b) by the Trustees, provided, however, that no By-Law may be
amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of
the Shareholders.

Exhibit 5(i)

INVESTMENT ADVISORY AGREEMENT

Between
CLS ADVISORONE FUNDS
THE AMERIGO FUND
and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC.

This Agreement is made the third day of March, 1997, by and between
THE AMERIGO FUND (the "Fund") a separate investment series of CLS ADVISORONE
FUNDS, a business trust organized and existing under the laws of the State of
Massachusetts, operating as an open-end investment company (the "Trust") , and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC., a corporation organized and
existing under the laws of the State of Nebraska (the "Adviser").

W I T N E S S E T H :

WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended; and

WHEREAS, the Adviser is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Trust desires to retain the Adviser to render investment
and supervisory services to the Fund in the manner and on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, the parties hereto agree as follows:

INVESTMENT RESPONSIBILITY

(1) In providing the services and assuming the obligations set forth
herein, the Adviser may, at its expense, employ one or more subadvisers.
References herein to the Adviser shall include any subadviser employed by the
Adviser. Any agreement between the Adviser and a subadviser shall be subject
to the renewal, termination and amendment provisions of section V hereof.

<PAGE>

The Trust hereby retains the Adviser to supervise and assist in the
management of the assets for the Fund and to furnish the Fund with a
continuous program for the investment of the Fund's assets in accordance with
the Fund's currently effective registration statement, including:

a. Recommendations as to specific securities to be purchased
for or eliminated from the Fund, and

b. Recommendations as to the portion of the Fund's assets that
should be held uninvested.

(2) Notwithstanding the generality of the foregoing, the Adviser may
itself, and at its own expense, contract for such supplementary advisory and
research services as it deems necessary or desirable to fulfill its
obligations under paragraph (1) above, provided that any such contract shall
have been approved by the Fund and its shareholders to the extent, and in the
manner, required by the Investment Company Act of 1940, as amended.

(3) The Adviser shall furnish to the Trust the services of one or more
persons who shall be authorized by the Trust to place orders for the purchase
and sale of securities for the account of the Fund. Acting through a person so
authorized by the Trust, the Adviser shall place such orders for the Fund.

(4) Notwithstanding the generality of paragraph (3) above, and subject
to the provisions of paragraphs (5) and (6) below, the Adviser shall endeavor
to secure for the Fund the best possible price and execution of every purchase
and sale for the account of the Fund. In seeking such best price and execution
the Adviser shall use its own judgment as to the implementation of its own
investment recommendations, including the Adviser's judgment as to the time
when an order should be placed, the number of securities to be bought or sold
in any one trade that is a part of any particular recommendation, and the
market in which an order should be placed.

(5) The Adviser shall use its own judgment in determining the
broker-dealers who shall be employed to execute orders for the purchase or
sale of securities for the Fund, in order to:

a. Secure best price and execution on purchases and sales for
the Fund; and

b. Secure supplemental research and statistical data for use
in making its recommendations to the Fund.

(6) The Adviser shall use its discretion as to when, and in which
market, the Fund's transactions shall be executed, in order to secure for the
Fund the benefits of best price and execution, and supplemental research and
statistical data. The use of such discretion shall be subject to review by the

<PAGE>

Trustees of the Trust at any time and form time to time. The Trust, acting by
its Trustees, may withdraw said discretion at any time, and may direct the
execution of portfolio transactions for the Fund in any lawful manner
different from that provided for herein. Until a decision is made to withdraw
or limit the discretion herein granted, the Adviser shall not be liable for
any loss suffered by the Fund through the exercise by the Adviser of that
discretion unless the Adviser shall be guilty of gross negligence or willful
misconduct.

ADMINISTRATIVE RESPONSIBILITY

During the continuance of this Agreement, Adviser shall provide the
Fund with a continuous program of general administration including:

a. Office space, equipment, supplies and utility services as
shall be required to conduct Fund business;

b. The provision and supervision of all persons performing the
executive, administrative, and clerical functions necessary for the conduct
of the Fund's business except as set forth in g., below;

c. The supervision of accounting, and of records and
record-keeping for the Fund;

d. The preparation and distribution of mandatory reports
to Fund shareholders and regulatory bodies;

e. The supervision of the daily net asset value of the Fund;

f. The preparation and distribution on behalf of the Fund of
notices of shareholder and Trustee meetings, agendas, proxies, and proxy
statements; and

g. Other facilities, services, and activities necessary for
the conduct of the Fund's business, except for services by the Fund's
Custodian, Registrar, Transfer Agent, Accounting Services Agent, Dividend
Disbursing Agent, Auditors, and Legal Counsel.

III

ALLOCATION OF EXPENSES

The Adviser shall pay the Fund's pro rata share of the cost and
expenses of the following services, facilities and activities: necessary
office space, equipment, supplies, utility services and all other ordinary
office expenses; the salaries and other compensation of the Trust's trustees,

<PAGE>

officers and employees who are affiliated persons of the Adviser; and fees for
supplementary advisory and research services performed for the Adviser. The
Fund shall pay all other expenses incurred in the organization and operation
of the Fund and the continuous offering of interests in the Fund, including,
but not limited to, the following:

a. The Fund's pro rata share of the fees and expenses of
counsel in connection with the organization of the Fund.

b. The regular fees or special charges of any Custodian,
Transfer Agent, Registrar, Accounting Services Agent or Dividend Disbursing
Agent allocable to the Fund.

c. The Fund's pro rata share of the compensation or fees of
the Trust's auditors and legal counsel, and compensation and costs relating to
legal or administrative proceedings or to litigation.

d. Income, franchise, stock transfer and other taxes
attributable to the Fund.

e. Initial or renewal fees payable to governmental agencies in
connection with the filing of reports, notices, registration statements, and
other material required to be filed in connection with the Fund's business.

f. The Fund's pro rata share of any insurance or bond premiums.

g. The Fund's pro rata share of association dues or assessments.

h. Brokerage fees or commissions on all Fund transactions.

i. The Fund's pro rata share of interest on borrowed funds or
otherwise.

j. Any extraordinary expenses attributable directly to the Fund.

COMPENSATION

The Fund shall pay the Adviser a fee, based on the value of the net
assets of the Fund determined in accordance with the Trust's Declaration of
Trust, and computed as follows:

(a) The annual advisory fee (the "Fee") shall be equal to the
sum of 1.00% of the Fund's average daily net assets.

<PAGE>

(b) The amounts due the Adviser in payment of the Fee set
forth above. The Fee will be accrued daily and shall be paid to the Adviser in
pro rata monthly installments due and payable on the first business day of
each calendar month.

DURATION AND TERMINATION

(1) The term of this Agreement shall begin on the date first written
above and, unless sooner terminated as hereinafter provided, this Agreement
shall remain in effect for a period of two years. Thereafter this Agreement
shall continue in effect from year to year, subject to the termination
provisions and all other terms and conditions hereof; if: (a) such
continuation shall be specifically approved at least annually by vote of the
holders of a majority of the outstanding voting securities of the Fund or by
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party; and (b) the Adviser
shall not have notified the Fund, in writing, at least 60 days prior to the
expiration of any term, that it does not desire such continuation. The Adviser
shall furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment hereof.

(2) This Agreement may not be amended, transferred, sold or in any
manner hypothecated or pledged, without the affirmative vote of a majority of
the outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.

(3) This Agreement may be terminated by either party hereto, without
the payment of any penalty, upon 60 days' notice in writing to the other
party, provided, that in the case of termination by the Fund such action shall
have been authorized by resolution of the Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Fund.

MISCELLANEOUS

(1) The Adviser shall not deal with the Fund as broker or dealer but
the Adviser may enter orders for the purchase or sale of the Fund's securities
through a company or companies that are under common control with the Adviser,
provided such company acts as broker and charges a commission that does not
exceed the usual and customary broker's commission if the sale is effected
on a securities exchange, or, 1 per centum of the purchase or sale price of
such securities if the sale is otherwise effected. In connection with the
purchase or sale of portfolio securities for the account of the Fund,
neither the Adviser nor any officer or director of the Adviser shall act as
a principal.

(2) Except as expressly prohibited in this Agreement, nothing herein
shall in any way limit or restrict the Adviser, or any officers, shareholders
or employees of Adviser, from buying selling or trading in any security for
its or their own account. Neither the Adviser nor any Officer or Director

<PAGE>

thereof shall take a short position in any interests of the Fund or otherwise
purchase such interests for any purpose other than that of investment.
However, the Adviser may act as underwriter or distributor provided it does so
pursuant to a written contract approved in the manner specified in the
Investment Company Act of 1940, as amended.

(3) The Adviser may act as investment adviser to, and provide
management services for, other investment companies, and may engage in
businesses that are unrelated to investment companies, without limitation,
provided the performance of such services and the transaction of such
businesses does not impair the Adviser's performance of this Agreement.

(4) The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates (including, but not limited to, loss
sustained by reason of the adoption or implementation of any investment policy
or the purchase, sale or retention of any security), except for loss resulting
from willful misfeasance, bad faith or gross negligence of the Adviser in the
performance of its duties or from reckless disregard by the Adviser of its
obligations and duties under this Agreement.

(5) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended, shall be resolved
by reference to such term or provision of the Act and to interpretations
thereof, if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission validly issued pursuant to said Act.
Specifically, the terms "vote by a majority of the outstanding voting
securities", "annually", "interested person", "assignment", and "affiliated
person", as used herein, shall have the meanings assigned to them by the
Investment Company Act of 1940, as amended. In addition, where the effect of a
requirement of the Investment Company Act of 1940, as amended, reflected in
any provision of this contract is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.

(6) The Trust will provide the Adviser with all information concerning
the investment policies and restrictions of the Fund as the Adviser may from
time to time request or which the Trust deems necessary. In the event of any
change in the investment policies or restrictions of the Fund, the Trust will
promptly provide Adviser with all information concerning such change
including, but not limited to, copies of all documents filed by the Fund with
the Securities and Exchange Commission.

(7) The Trustees, officers, employees and agents of the Trust shall
not be personally bound by or liable hereunder, nor shall resort be had to
their private property for the satisfaction of any obligation or claim
hereunder.

<PAGE>

(8) Except to the extent the provisions of this Agreement are governed
by federal law, they shall be governed by the law of Nebraska, without
reference to its choice of law rules.

(9) This Agreement represents the entire agreement between the parties
hereto.

(10) This Agreement may be executed in two or more counterparts, each of
which shall be considered an original.

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

CLS ADVISORONE FUNDS
THE AMERIGO FUND

Attest:________________________ By:____________________________

CLARKE LANZEN SKALLA INVESTMENT FIRM, INC. Secretary

Attest:________________________ By:____________________________

W. Patrick Clarke, President Secretary

Exhibit 5(ii)

INVESTMENT ADVISORY AGREEMENT

Between
CLS ADVISORONE FUNDS
THE CLERMONT FUND
and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC.

This Agreement is made the third day of March, 1997, by and between
THE CLERMONT FUND (the "Fund") a separate investment series of CLS ADVISORONE
FUNDS, a business trust organized and existing under the laws of the State of
Massachusetts, operating as an open-end investment company (the "Trust") , and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC., a corporation organized and
existing under the laws of the State of Nebraska (the "Adviser").

W I T N E S S E T H :

WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended; and

WHEREAS, the Trust desires to retain the Adviser to render investment
and supervisory services to the Fund in the manner and on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, the parties hereto agree as follows:

INVESTMENT RESPONSIBILITY

<PAGE>

a. Recommendations as to specific securities to be purchased
for or eliminated from the Fund, and

b. Recommendations as to the portion of the Fund's assets that
should be held uninvested.

(5) The Adviser shall use its own judgment in determining the
broker-dealers who shall be employed to execute orders for the purchase or
sale of securities for the Fund, in order to:

a. Secure best price and execution on purchases and sales
for the Fund; and

b. Secure supplemental research and statistical data for use
in making its recommendations to the Fund.

<PAGE>

ADMINISTRATIVE RESPONSIBILITY

During the continuance of this Agreement, Adviser shall provide the
Fund with a continuous program of general administration including:

a. Office space, equipment, supplies and utility services as
shall be required to conduct Fund business;

b. The provision and supervision of all persons performing the
executive, administrative, and clerical functions necessary for the conduct of
the Fund's business except as set forth in g., below;

c. The supervision of accounting, and of records and
record-keeping for the Fund;

d. The preparation and distribution of mandatory reports to
Fund shareholders and regulatory bodies;

e. The supervision of the daily net asset value of the Fund;

f. The preparation and distribution on behalf of the Fund of
notices of shareholder and Trustee meetings, agendas, proxies, and proxy
statements; and

III

ALLOCATION OF EXPENSES

<PAGE>

a. The Fund's pro rata share of the fees and expenses of
counsel in connection with the organization of the Fund.

b. The regular fees or special charges of any Custodian,
Transfer Agent, Registrar, Accounting Services Agent or Dividend Disbursing
Agent allocable to the Fund.

c. The Fund's pro rata share of the compensation or fees of
the Trust's auditors and legal counsel, and compensation and costs relating to
legal or administrative proceedings or to litigation.

d. Income, franchise, stock transfer and other taxes
attributable to the Fund.

f. The Fund's pro rata share of any insurance or bond premiums.

g. The Fund's pro rata share of association dues or assessments.

h. Brokerage fees or commissions on all Fund transactions.

i. The Fund's pro rata share of interest on borrowed funds or
otherwise.

j. Any extraordinary expenses attributable directly to the Fund.

COMPENSATION

The Fund shall pay the Adviser a fee, based on the value of the net
assets of the Fund determined in accordance with the Trust's Declaration of
Trust, and computed as follows:

(a) The annual advisory fee (the "Fee") shall be equal to the
sum of 1.00% of the Fund's average daily net assets.

<PAGE>

DURATION AND TERMINATION

MISCELLANEOUS

(1) The Adviser shall not deal with the Fund as broker or dealer
but the Adviser may enter orders for the purchase or sale of the Fund's
securities through a company or companies that are under common control with
the Adviser, provided such company acts as broker and charges a commission
that does not exceed the usual and customary broker's commission if the sale
is effected on a securities exchange, or, 1 per centum of the purchase or
sale price of such securities if the sale is otherwise effected. In connection
with the purchase or sale of portfolio securities for the account of the Fund,
neither the Adviser nor any officer or director of the Adviser shall act as
a principal.

<PAGE>

its or their own account. Neither the Adviser nor any Officer or Director
thereof shall take a short position in any interests of the Fund or otherwise
purchase such interests for any purpose other than that of investment.
However, the Adviser may act as underwriter or distributor provided it does so
pursuant to a written contract approved in the manner specified in the
Investment Company Act of 1940, as amended.

<PAGE>

(8) Except to the extent the provisions of this Agreement are governed
by federal law, they shall be governed by the law of Nebraska, without
reference to its choice of law rules.

(9) This Agreement represents the entire agreement between the parties
hereto.

(10) This Agreement may be executed in two or more counterparts, each
of which shall be considered an original.

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

CLS ADVISORONE FUNDS
THE CLERMONT FUND

Attest:________________________ By:_______________________

CLARKE LANZEN SKALLA INVESTMENT FIRM, INC. Secretary

Attest:________________________ By:_______________________

W. Patrick Clarke, President Secretary

Exhibit 8

CUSTODY AGREEMENT

This agreement (the "Agreement") is entered into as of the ____, 1997,
by and between AdvisorOne Funds (the "Trust") and Star Bank, National
Association, (the "Custodian"), a national banking association
having its principal office at 425 Walnut Street, Cincinnati, Ohio, 45202.

WHEREAS, the Trust and the Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the
Trust as required by the Act (as hereafter defined).

THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:

ARTICLE I

DEFINITIONS

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

Act - the Investment Company Act of 1940, as amended.
1934 Act - the Securities and Exchange Act of 1934, as amended.
Authorized Person - any (i) Officer of the Trust or (ii) any other
person, whether or not any such person is an officer or employee of the Trust,
who is duly authorized by the Board of Trustees of the Trust to give Oral
Instructions and Written Instructions on behalf of the Trust or any Fund, and
named in Appendix A attached hereto and as amended from time to time by
resolution of the Board of Trustees, certified by an Officer, and received
by the Custodian.

<PAGE>

Board of Trustees - the Trustees from time to time serving under the
Trust's Agreement and Declaration of Trust, as from time to time amended.

Book-Entry System - a federal book-entry system as provided in Subpart
O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFT Part 350,
or in such book-entry regulations of federal agencies as are substantially in
the form of Subpart O.

Business Day - any day recognized as a settlement day by The New York
Stock Exchange, Inc. and any other day for which the Trust computes the net
asset value of Shares of any fund.

Depository - The Depository Trust Company ("DTC"), a limited purpose
trust company, its successor(s) and its nominee(s). Depository shall include
any other clearing agency registered with the SEC under Section 17A of the
1934 Act which acts as a system for the central handling of Securities where
all Securities of any particular class or series of an issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the Securities provided that
the Custodian shall have received a copy of a resolution of the Board of
Trustees, certified by an Officer, specifically approving the use of such
clearing agency as a depository for the Funds.

Dividend and Transfer Agent - the dividend and transfer agent
appointed, from time to time, pursuant to a written agreement between the
dividend and transfer agent and the Trust.

<PAGE>

Foreign Securities - a) securities issued and sold primarily outside
of the United States by a foreign government, a national of any foreign
country, or a trust or other organization incorporated or organized under the
laws of any foreign country or; b) securities issued or guaranteed by the
government of the United States, by any state, by any political subdivision or
agency thereof, or by any entity organized under the laws of the United States
or of any state thereof, which have been issued and sold primarily outside of
the United States.

Fund - each series of the Trust listed in Appendix B and any
additional series added pursuant to Proper Industries. A series is
individually referred to as a "Fund" and collectively referred to as the
"Funds."

Money Market Security - debt obligations issued or guaranteed as to
principal and/or interest by the government of the United States or agencies
or instrumentalities thereof, commercial paper, obligations (including
certificates of deposit, bankers' acceptances, repurchase agreements and
reverse repurchase agreements with respect to the same), and time deposits of
domestic banks and thrift institutions whose deposits are insured by the
Federal Deposit Insurance Corporation, and short-term corporate obligations
where the purchase and sale of such securities normally require settlement in
federal funds or their equivalent on the same day as such purchase and sale,
all of which mature in not more than thirteen (13) months.

NASD - the National Association of Securities Dealers, Inc.
Officer - the Chairman, President, Secretary, Treasurer, any
Vice President, Assistant Secretary or Assistant Treasurer of the Trust.

<PAGE>

Oral Instructions - instructions orally transmitted to and received by
the Custodian from an Authorized Person (or from a person that the Custodian
reasonably believes in good faith to be an Authorized Person) and confirmed by
Written Instructions in such a manner that such Written Instructions are
received by the Custodian on the Business Day immediately following receipt of
such Oral Instructions.

Proper Instructions - Oral Instructions or Written Instructions.
Proper Instructions may be continuing Written Instructions when deemed
appropriate by both parties.

Prospectus - the Trust's then currently effective prospectus and
Statement of Additional Information, as filed with and declared effective from
time to time by the Securities and Exchange Commission.

Security or Securities - Money Market Securities, common stock,
preferred stock, options, financial futures, bonds, notes, debentures,
corporate debt securities, mortgages, bank certificates of deposit, bankers'
acceptances, mortgage-backed securities or other obligations and any
certificates, receipts, warrants, or other instruments or documents
representing rights to receive, purchase, or subscribe for the same or
evidencing or representing any other rights or interest therein, or any
similar property or assets that the Custodian has the facilities to clear and
to service.

SEC - the Securities and Exchange Commission of the United States of
America.
Shares - with respect to a Fund, the units of beneficial interest
issued by the Trust on account of such Fund.

Trust - the AdvisorOne Funds, a business trust organized under the
laws of Massachusetts which is a open-end management investment company
registered under the Act.

<PAGE>

Written Instructions - communications in writing actually received by
the Custodian from an Authorized Person. A communication in writing includes a
communication by facsimile, telex or between electro-mechanical or electronic
devices (where the use of such devices have been approved by resolution of the
Trustee and the resolution is certified by an Officer and delivered to the
Custodian). All written communications shall be directed to the Custodian,
attention: Mutual Fund Custody Department.

ARTICLE II

APPOINTMENT; ACCEPTANCE; AND FURNISHING OF DOCUMENTS

A. Appointment of Custodian. The Trust hereby constitutes and
appoints the Custodian as custodian of all Securities and cash owned by the
Trust at any time during the term of this Agreement.

B. Acceptance of Custodian. The Custodian hereby accepts
appointment as such custodian and agrees to perform the duties thereof as
hereinafter set forth.

C. Documents to be Furnished. The following documents, including
any amendments thereto, will be provided contemporaneously with the execution
of the Agreement, to the Custodian by the Trust:

1. A copy of the Articles of Incorporation of the Trust
certified by the Secretary.

2. A copy of the By-Laws of the Trust certified by the
Secretary.

3. A copy of the resolution of the Board of Trustees of
the Trust appointing the Custodian, certified by the Secretary.

<PAGE>

4. A copy of the then current Prospectus.

5. A Certificate of the President and Secretary of the
Trust setting forth the names and signatures of the current Officers of the
Trust and other Authorized Persons.

D. Notice of Appointment of Dividend and Transfer Agent. The
Trust agrees to notify the Custodian in writing of the appointment,
termination or change in appointment of any Dividend and Transfer Agent.

ARTICLE III

RECEIPT OF TRUST ASSETS

A. Delivery of Moneys. During the term of this Agreement, the Trust
will deliver or cause to be delivered to the Custodian all moneys to be held
by the Custodian for the account of any Fund. The Custodian shall be entitled
to reverse any deposits made on any Fund's behalf where such deposits have
been entered and moneys are not finally collected within 30 days of the making
of such entry.

B. Delivery of Securities. During the term of this Agreement, the
Trust will deliver or cause to be delivered to the Custodian all Securities to
be held by the Custodian for the account of any Fund. The Custodian will not
have any duties or responsibilities with respect to such Securities until
actually received by the Custodian.

C. Payments for Shares. As and when received, the Custodian shall
deposit to the account(s) of a Fund any and all payments for Shares of that
Fund issued or sold from time to time as they are received from the Trust's
distributor or Dividend and Transfer Agent or from the Trust itself.

<PAGE>

D. Duties Upon Receipt. The Custodian shall not be responsible for any
Securities, moneys or other assets of any Fund until actually received by it.

E. Validity of Title. The Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.

ARTICLE IV

DISBURSEMENT OF TRUST ASSETS

A. Declaration of Dividends by Trust. The Trust shall furnish to the
Custodian a copy of the resolution of the Board of Trustees of the Trust,
certified by the Trust's Secretary, either (i) setting forth the date of the
declaration of any dividend or distribution in respect of Shares of any Fund
of the Trust, the date of payment thereof, the record date as of which the
Fund shareholders entitled to payment shall be determined, the amount payable
per share to Fund shareholders of record as of that date, and the total amount
to be paid by the Dividend and Transfer Agent on the payment date, or (ii)
authorizing the declaration of dividends and distributions in respect of
Shares of a Fund on a daily basis and authorizing the Custodian to rely on
Written Instructions setting forth the date of the declaration of any such
dividend or distribution, the date of payment thereof, the record date as of
which the Fund shareholders entitled to payment shall be determined, the
amount payable per share to Fund shareholders of record as of that date, and
the total amount to be paid by the Dividend and Transfer Agent on the payment
date.

On the payment date specified in the resolution or Written
Instructions described above, the Custodian shall segregate such amounts from
moneys held for the account of the Fund so that they are available for such
payment.

<PAGE>

B. Segregation of Redemption Proceeds. Upon receipt of Proper
Instructions so directing it, the Custodian shall segregate amounts necessary
for the payment of redemption proceeds to be made by the Dividend and Transfer
Agent from moneys held for the account of the Fund so that they are available
for such payment.

C. Disbursements of Custodian. Upon receipt of a Certificate directing
payment and setting forth the name and address of the person to whom such
payment is to be made, the amount of such payment, the name of the Fund from
which payment is to be made, and the purpose for which payment is to be made,
the Custodian shall disburse amounts as and when directed from the assets of
that Fund. The Custodian is authorized to rely on such directions and shall be
under no obligation to inquire as to the propriety of such directions.

D. Payment of Custodian Fees. Upon receipt of Written Instructions
directing payment, the Custodian shall disburse moneys from the assets of the
Trust in payment of the Custodian's fees and expenses as provided in Article
VIII hereof.

ARTICLE V

CUSTODY OF TRUST ASSETS

A. Separate Accounts for Each Fund. As to each Fund, the Custodian
shall open and maintain a separate bank account or accounts in the United
States in the name of the Trust coupled with the name of such Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold all cash received by it from or for the account of
the Fund, other than cash maintained by the Fund in a bank account established
and used by the Fund in accordance with Rule 17f-3 under the Act. Moneys held
by the Custodian on behalf of a Fund may be deposited by the Custodian to its

<PAGE>

credit as Custodian in the banking department of the Custodian. Such moneys
shall be deposited by the Custodian in its capacity as such, and shall be
withdrawable by the Custodian only in such capacity.

B. Segregation of Non-Cash Assets. All Securities and non-cash
property held by the Custodian for the account of a Fund (other than
Securities maintained in a Depository or Book-entry System) shall be
physically segregated from other Securities and non-cash property in the
possession of the Custodian (including the Securities and non-cash property of
the other Funds) and shall be identified as subject to this Agreement.

C. Securities in Bearer and Registered Form. All Securities held which
are issued or issuable only in bearer form, shall be held by the Custodian in
that form; all other Securities held for the Fund may be registered in the
name of the Custodian, any sub-custodian appointed in accordance with this
Agreement, or the nominee of any of them. The Trust agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold, or deliver
in proper form for transfer, any Securities that it may hold for the account
of any Fund and which may, from time to time, be registered in the name of a
Fund.

D. Duties of Custodian As to Securities. Unless otherwise instructed
by the Trust, with respect to all Securities held for the Trust, the Custodian
shall on a timely basis (concerning items 1 and 2 below, as defined in the
Custodian's Standards of Service Guide, as amended from time to time, annexed
hereto as Appendix D):

1.) Collect all income due and payable with respect to
such Securities;

<PAGE>

2.) Present for payment and collect amounts payable upon all
Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;

3.) Surrender interim receipts or Securities in temporary
form for Securities in definitive form; and

4.) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal income tax
laws or the laws or regulations of any other taxing
authority, including any foreign taxing authority, now
or hereafter in effect.

E. Certain Actions Upon Written Instructions. Upon receipt of a
Written Instructions and not otherwise, the Custodian shall:

1.) Execute and deliver to such persons as may be
designated in such Written Instructions proxies,
consents, authorizations, and any other instruments
whereby the authority of the Trust as beneficial
owner of any Securities may be exercised;

2.) Deliver any Securities in exchange for other Securities
or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation, or recapitalization of any trust,
or the exercise of any conversion privilege;

3.) Deliver any Securities to any protective committee,
reorganization committee, or other person in connection
with the reorganization, refinancing, merger,
consolidation, recapitalization, or sale of assets of
any trust, and receive and hold under the terms of
this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be
issued to it to evidence such delivery;

<PAGE>

4.) Make such transfers or exchanges of the assets of any
Fund and take such other steps as shall be stated in
the Written Instructions to be for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Trust; and

5.) Deliver any Securities held for any Fund to the
depository agent for tender or other similar offers.

F. Custodian to Deliver Proxy Materials. The Custodian shall promptly
deliver to the Trust all notices, proxy material and executed but unvoted
proxies pertaining to shareholder meetings of Securities held by any Fund. The
Custodian shall not vote or authorize the voting of any Securities or give any
consent, waiver or approval with respect thereto unless so directed by Written
Instructions.

G. Custodian to Deliver Tender Offer Information. The Custodian shall
promptly deliver to the Trust all information received by the Custodian and
pertaining to Securities held by any Fund with respect to tender or exchange
offers, calls for redemption or purchase, or expiration of rights. If the
Trust desires to take action with respect to any tender offer, exchange offer
or other similar transaction, the Trust shall notify the Custodian at least
five Business Days prior to the date on which the Custodian is to take such
action. The Trust will provide or cause to be provided to the Custodian all
relevant information for any Security which has unique put/option provisions
at least five Business Days prior to the beginning date of the tender period.

<PAGE>

ARTICLE VI

PURCHASE AND SALE OF SECURITIES

A. Purchase of Securities. Promptly after each purchase of Securities
by the Trust, the Trust shall deliver to the Custodian (i) with respect to
each purchase of Securities which are not Money Market Securities, Written
Instructions, and (ii) with respect to each purchase of Money Market
Securities, Proper Instructions, specifying with respect to each such purchase
the;

1.) name of the issuer and the title of the Securities,
2.) the number of shares, principal amount purchased (and accrued
interest, if any) or other units purchased,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable,
6.) name of the person from whom, or the broker through which, the
purchase was made,
7.) the name of the person to whom such amount is payable, and
8.) the Fund for which the purchase was made.

The Custodian shall, against receipt of Securities purchased by or for the
Trust, pay out of the moneys held for the account of such Fund the total
amount specified in the Written Instructions, or Oral Instructions, if
applicable, to the person named therein. The Custodian shall not be under any
obligation to pay out moneys to cover the cost of a purchase of Securities for
a Fund, if in the relevant Fund custody account there is insufficient cash
available to the Fund for which such purchase was made.

B. Sale of Securities. Promptly after each sale of Securities by a
Fund, the Trust shall deliver to the Custodian (i) with respect to each sale
of Securities which are not Money Market Securities, Written Instructions, and
(ii) with respect to each sale of Money Market Securities, Proper
Instructions, specifying with respect to each such sale the:

<PAGE>

1.) name of the issuer and the title of the Securities,
2.) number of shares, principal amount sold (and accrued interest, if
any) or other units sold,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable,
6.) name of the person to whom, or the broker through which, the sale
was made,
7.) name of the person to whom such Securities are to be delivered,
and
8.) Fund for which the sale was made.

The Custodian shall deliver the Securities against receipt of the total amount
specified in the Written Instructions, or Oral Instructions, if applicable.
Notwithstanding any other provision of this Agreement, the Custodian, when
properly instructed as provided herein to deliver Securities against payment,
shall be entitled, if in accordance with generally accepted market practice,
to deliver such Securities prior to actual receipt of final payment therefor.
In any such case, the Fund for which the Securities were delivered shall bear
the risk that final payment for the Securities may not be made or that the
Securities may be returned or otherwise held or disposed of by or through the
person to whom they were delivered, and the Custodian shall have no liability
for any of the foregoing.

C. Payment on Settlement Date. On contractual settlement date, the
account of the Fund will be charged for all purchased Securities settling on
that day, regardless of whether or not delivery is made. Likewise, on
contractual settlement date, proceeds from the sale of Securities settling
that day will be credited to the account of the Fund, irrespective of
delivery. Any such credit shall be conditioned upon actual receipt by
Custodian of final payment and may be reversed if final payment is not
actually received in full.

D. Credit of Moneys Prior to Receipt. With respect to any credit given
prior to actual receipt of final payment, the Custodian may, in its sole
discretion and from time to time, permit a Fund to use funds so credited to
its Fund custody account in anticipation of actual receipt of final payment.
Any such funds shall be deemed a loan from the Custodian to the Trust payable
on demand and bearing interest accruing from the date such loan is made up to
but not including the date on which such loan is repaid at the rate per annum
customarily charged by the Custodian on similar loans.

<PAGE>

E. Segregated Accounts. The Custodian shall, upon receipt of Proper
Instructions so directing it, establish and maintain a segregated account or
accounts for and on behalf of a Fund. Cash and/or Securities may be
transferred into such account or accounts for specific purposes, to-wit:

1.) in accordance with the provision of any agreement among
the Trust, the Custodian, and a broker-dealer registered under the 1934 Act,
and also a member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the rules of
the Options Clearing Corporation and of any registered national securities
exchange, the Commodity Futures Trading Commission, any registered contract
market, or any similar organization or organizations requiring escrow or other
similar arrangements in connection with transactions by the Fund;

2.) for purposes of segregating cash or Securities in
connection with options purchased, sold, or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund;

3.) for the purpose of compliance by the Fund with the
procedures required for reverse repurchase agreements, firm commitment
agreements, standby commitment agreements, and short sales by Act Release No.
10666, or any subsequent release or releases or rule of the SEC relating to
the maintenance of segregated accounts by registered investment companies;

4.) for the purpose of segregating collateral for loans of
Securities made by the Fund; and

5.) for other proper corporate purposes, but only upon receipt
of, in addition to Proper Instructions, a copy of a resolution of the Board of
Trustees, certified by an Officer, setting forth the purposes of such
segregated account.

Each segregated account established hereunder shall be established and
maintained for a single Fund only. All Proper Instructions relating to a
segregated account shall specify the Fund involved.

<PAGE>

F. Advances for Settlement. Except as otherwise may be agreed upon by
the parties hereto, the Custodian shall not be required to comply with any
Written Instructions to settle the purchase of any Securities on behalf of a
Fund unless there is sufficient cash in the account(s) pertaining to such Fund
at the time or to settle the sale of any Securities from such an account(s)
unless such Securities are in deliverable form. Notwithstanding the foregoing,
if the purchase price of such Securities exceeds the amount of cash in the
account(s) at the time of such purchase, the Custodian may, in its sole
discretion, advance the amount of the difference in order to settle the
purchase of such Securities. The amount of any such advance shall be deemed a
loan from the Custodian to the Trust payable on demand and bearing interest
accruing from the date such loan is made up to but not including the date such
loan is repaid at the rate per annum customarily charged by the Custodian on
similar loans.

ARTICLE VII

TRUST INDEBTEDNESS

In connection with any borrowings by the Trust, the Trust will cause
to be delivered to the Custodian by a bank or broker requiring Securities as
collateral for such borrowings (including the Custodian if the borrowing is
from the Custodian), a notice or undertaking in the form currently employed by
such bank or broker setting forth the amount of collateral. The Trust shall
promptly deliver to the Custodian Written Instructions specifying with respect
to each such borrowing: (a) the name of the bank or broker, (b) the amount and
terms of the borrowing, which may be set forth by incorporating by reference
an attached promissory note duly endorsed by the Trust, or a loan agreement,
(c) the date, and time if known, on which the loan is to be entered into, (d)
the date on which the loan becomes due and payable, (e) the total amount
payable to the Trust on the borrowing date, and (f) the description of the
Securities securing the loan, including the name of the issuer, the title and
the number of shares or other units or the principal amount. The Custodian
shall deliver on the borrowing date specified in the Written Instructions the
required collateral against the lender's delivery of the total loan amount
then payable, provided that the same conforms to that which is described in
the Written Instructions. The Custodian shall deliver, in the manner directed
by the Trust, such Securities as additional collateral, as may be specified in
Written Instructions, to secure further any transaction described in this
Article VII. The Trust shall cause all Securities released from collateral
status to be returned directly to the Custodian and the Custodian shall
receive from time to time such return of collateral as may be tendered to it.

The Custodian may, at the option of the lender, keep such collateral
in its possession, subject to all rights therein given to the lender because
of the loan. The Custodian may require such reasonable conditions regarding
such collateral and its dealings with third-party lenders as it may deem
appropriate.

<PAGE>

ARTICLE VIII

CONCERNING THE CUSTODIAN

A. Limitations on Liability of Custodian. Except as otherwise provided
herein, the Custodian shall not be liable for any loss or damage resulting
from its action or omission to act or otherwise, except for any such loss or
damage arising out of its own gross negligence or willful misconduct. The
Trust shall defend, indemnify and hold harmless the Custodian and its
directors, officers, employees and agents with respect to any loss, claim,
liability or cost (including reasonable attorneys' fees) arising or alleged to
arise from or relating to the Trust's duties hereunder or any other action or
inaction of the Trust or its Trustees, officers, employees or agents, except
such as may arise from the grossly negligent action or omission, willful
misconduct or breach of this Agreement by the Custodian. The Custodian shall
be entitled to rely on and may act upon the advice and opinion of counsel on
all matters, at the expense of the Trust, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice or opinion of
counsel. The provisions under this paragraph shall survive the termination of
this Agreement.

B. Actions Not Required By Custodian. Without limiting the generality
of the foregoing, the Custodian, acting in the capacity of Custodian
hereunder, shall be under no obligation to inquire into, and shall not be
liable for:

1.) The validity of the issue of any Securities purchased by
or for the account of any Fund, the legality of the
purchase thereof, or the propriety of the amount paid
therefor;

2.) The legality of the sale of any Securities by or for the
account of any Fund, or the propriety of the amount for
which the same are sold;

3.) The legality of the issue or sale of any Shares of any
Fund, or the sufficiency of the amount to be received
therefor;

4.) The legality of the redemption of any Shares of any Fund,
or the propriety of the amount to be paid therefor;

5.) The legality of the declaration or payment of any dividend
by the Trust in respect of Shares of any Fund;

6.) The legality of any borrowing by the Trust on behalf of
the Trust or any Fund, using Securities as collateral;

7.) Whether the Trust or a Fund is in compliance with the 1940
Act, the regulations thereunder, the provisions of the
Trust's charter documents or by-laws, or its investment
objectives and policies as then in effect.

C. No Duty to Collect Amounts Due From Dividend and Transfer Agent.
The Custodian shall not be under any duty or obligation to take action to
effect collection of any amount due to the Trust from any Dividend and
Transfer Agent of the Trust nor to take any action to effect payment or
distribution by any Dividend and Transfer Agent of the Trust of any amount
paid by the Custodian to any Dividend and Transfer Agent of the Trust in
accordance with this Agreement.

<PAGE>

D. No Enforcement Actions. Notwithstanding Section D of Article V, the
Custodian shall not be under any duty or obligation to take action, by legal
means or otherwise, to effect collection of any amount, if the Securities upon
which such amount is payable are in default, or if payment is refused after due
demand or presentation, unless and until (i) it shall be directed to take such
action by Written Instructions and (ii) it shall be assured to its
satisfaction (including prepayment thereof) of reimbursement of its costs
and expenses in connection with any such action.

E. Authority to Use Agents and Sub-Custodians. The Trust acknowledges
and hereby authorizes the Custodian to hold Securities through its various
agents described in Appendix C annexed hereto. The Fund hereby represents that
such authorization has been duly approved by the Board of Trustees of the
Trust as required by the Act.

In addition, the Trust acknowledges that the Custodian may appoint one
or more financial institutions, as agent or agents or as sub-custodian or
sub-custodians, including, but not limited to, banking institutions located in
foreign countries, for the purpose of holding Securities and moneys at any
time owned by the Fund. The Custodian shall not be relieved of any obligation
or liability under this Agreement in connection with the appointment or
activities of such agents or sub-custodians. Any such agent or sub-custodian
shall be qualified to serve as such for assets of investment companies
registered under the Act. The Funds shall reimburse the Custodian for all
costs incurred by the Custodian in connection with opening accounts with any
such agents or sub-custodians. Upon request, the Custodian shall promptly
forward to the Trust any documents it receives from any agent or sub-custodian
appointed hereunder which may assist trustees of registered investment
companies to fulfill their responsibilities under Rule 17f-5 of the Act.

F. No Duty to Supervise Investments. The Custodian shall not be
under any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Trust are such as properly
may be held by the Trust under the provisions of the Articles of Incorporation
and the Trust's By-Laws.

G. All Records Confidential. The Custodian shall treat all
records and other information relating to the Trust and the assets of all
Funds as confidential and shall not disclose any such records or information
to any other person unless (i) the Trust shall have consented thereto in
writing or (ii) such disclosure is required by law.

H. Compensation of Custodian. The Custodian shall be entitled to
receive and the Trust agrees to pay to the Custodian such compensation as
shall be determined pursuant to Appendix E attached hereto, or as shall be
determined pursuant to amendments to Appendix E. The Custodian shall be
entitled to charge against any money held by it for the account of any Fund,
the amount of any of its fees, any loss, damage, liability or expense,
including counsel fees. The expenses which the Custodian may charge against
the account of a Fund include, but are not limited to, the expenses of agents
or sub-custodians incurred in settling transactions involving the purchase and
sale of Securities of the Fund.

I. Reliance Upon Instructions. The Custodian shall be entitled to rely
upon any Proper Instructions. The Trust agrees to forward to the Custodian
Written Instructions confirming Oral Instructions in such a manner so that
such Written Instructions are received by the Custodian, whether by hand
delivery, telex, facsimile or otherwise, on the same Business Day on which
such Oral Instructions were given. The Trust agrees that the failure of the
Custodian to receive such confirming instructions shall in no way affect the
validity of the transactions or enforceability of the transactions hereby
authorized by the Trust. The Trust agrees that the Custodian shall incur no
liability to the Trust for acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions.

<PAGE>

J. Books and Records. The Custodian will (i) set up and maintain
proper books of account and complete records of all transactions in the
accounts maintained by the Custodian hereunder in such manner as will meet the
obligations of the Fund under the Act, with particular attention to Section 31
thereof and Rules 3la-1 and 3la-2 thereunder and those records are the
property of the Trust, and (ii) preserve for the periods prescribed by
applicable Federal statute or regulation all records required to be so
preserved. All such books and records shall be the property of the Trust, and
shall be available, upon request, for inspection by duly authorized officers,
employees or agents of the Trust and employees of the SEC.

K. Internal Accounting Control Systems. The Custodian shall send to the
Trust any report received on the systems of internal accounting control of the
Custodian, or its agents or sub-custodians, as the Trust may reasonably
request from time to time.

L. No Management of Assets By Custodian. The Custodian performs only
the services of a custodian and shall have no responsibility for the
management, investment or reinvestment of the Securities or other assets from
time to time owned by any Fund. The Custodian is not a selling agent for
Shares of any Fund and performance of its duties as custodian shall not be
deemed to be a recommendation to any Fund's depositors or others of Shares of
the Fund as an investment. The Custodian shall have no duties or obligations
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this
Agreement against the Custodian.

M. Assistance to Trust. The Custodian shall take all reasonable
action, that the Trust may from time to time request, to assist the Trust in
obtaining favorable opinions from the Trust's independent accountants, with
respect to the Custodian's activities hereunder, in connection with the
preparation of the Fund's Form N- IA, Form N-SAR, or other annual reports to
the SEC.

N. Grant of Security Interest. The Trust hereby pledges to and grants
the Custodian a security interest in the assets of any Fund to secure the
payment of any liabilities of the Trust to the Custodian, whether acting in
its capacity as Custodian or otherwise, or on account of money borrowed from
the Custodian. This pledge is in addition to any other pledge of collateral by
the Trust to the Custodian.

<PAGE>

ARTICLE IX

INITIAL TERM; TERMINATION

A. Initial Term. This Agreement shall become effective as of its
execution and shall continue in full force and effect until terminated as
hereinafter provided.

B. Termination. Either party hereto may terminate this Agreement after
the Initial Term for any reason by giving to the other party a notice in
writing specifying the date of such termination, which shall be not less than
ninety (90) days after the date of giving of such notice. If such notice is
given by the Trust, it shall be accompanied by a copy of a resolution of the
Board of Trustees of the Trust, certified by the Secretary of the Trust,
electing to terminate this Agreement and designating a successor custodian or
custodians. In the event such notice is given by the Custodian, the Trust
shall, on or before the termination date, deliver to the Custodian a copy of a
resolution of the Board of Trustees of the Trust, certified by the Secretary,
designating a successor custodian or custodians to act on behalf of the Trust.
In the absence of such designation by the Trust, the Custodian may designate a
successor custodian which shall be a bank or trust company having not less
than $100,000,000 aggregate capital, surplus, and undivided profits. Upon the
date set forth in such notice this Agreement shall terminate, and the
Custodian, provided that it has received a notice of acceptance by the
successor custodian, shall deliver, on that date, directly to the successor
custodian all Securities and moneys then owned by the Fund and held by it as
Custodian. Upon termination of this Agreement, the Trust shall pay to the
Custodian on behalf of the Trust such compensation as may be due as of the
date of such termination. The Trust agrees on behalf of the Trust that the
Custodian shall be reimbursed for its reasonable costs in connection with the
termination of this Agreement.

C. Failure to Designate Successor Trustee. If a successor custodian is
not designated by the Trust, or by the Custodian in accordance with the
preceding paragraph, or the designated successor cannot or will not serve, the
Trust shall, upon the delivery by the Custodian to the Trust of all Securities
(other than Securities held in the Book-Entry System which cannot be delivered
to the Trust) and moneys then owned by the Trust, be deemed to be the
custodian for the Trust, and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, which cannot be
delivered to the Trust, which shall be held by the Custodian in accordance
with this Agreement.

<PAGE>

ARTICLE X

FORCE MAJEURE

Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires;
floods; wars; civil or military disturbances; sabotage; strikes; epidemics;
riots; power failures; computer failure and any such circumstances beyond its
reasonable control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian, in the event of a
failure or delay, shall use its best efforts to ameliorate the effects of any
such failure or delay.

ARTICLE XI

MISCELLANEOUS

A. Designation of Authorized Persons. Appendix A sets forth the names
and the signatures of all Authorized Persons as of this date, as certified by
the Secretary of the Trust. The Trust agrees to furnish to the Custodian a new
Appendix A in form similar to the attached Appendix A, if any present
Authorized Person ceases to be an Authorized Person or if any other or
additional Authorized Persons are elected or appointed. Until such new
Appendix A shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the then current Authorized Persons as set forth in the last delivered
Appendix A.

B. Limitation of Personal Liability. No recourse under any obligation
of this Agreement or for any claim based thereon shall be had against any
organizer, shareholder, officer, trustee, past, present or future as such, of
the Trust or of any predecessor or successor, either directly or through the
Trust or any such predecessor or successor, whether by virtue of any
constitution, statute or rule of law or equity, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Agreement and the obligations thereunder are enforceable solely
against the Trust, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the organizers, shareholders, officers, or
trustees of the Trust or of any predecessor or successor, or any of them as
such. To the extent that any such liability exists, it is hereby expressly
waived and released by the Custodian as a condition of, and as a consideration
for, the execution of this Agreement.

C. Authorization By Board. The obligations set forth in this Agreement
as having been made by the Trust have been made by the Board of Trustees,
acting as such Trustees for and on behalf of the Trust, pursuant to the
authority vested in them under the laws of the Commonwealth of Massachusetts,
the Declaration of Trust and the By-Laws of the Trust. This Agreement has been
executed by Officers of the Trust as officers, and not individually, and the
obligations contained herein are not binding upon any of the Trustees,
Officers, agents or holders of shares, personally, but bind only the Trust.

D. Custodian's Consent to Use of Its Name. The Trust shall review with
the Custodian all provisions of the Prospectus and any other documents
(including advertising material) specifically mentioning the Custodian (other
than merely by name and address) and shall obtain the Custodian's consent
prior to the publication and/or dissemination or distribution thereof.

<PAGE>

E. Notices to Custodian. Any notice or other instrument in
writing, authorized or required by this Agreement to be given to the Custodian,
shall be sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at Star Bank Center, 425 Walnut Street, M. L.
6118, Cincinnati, Ohio 45202, attention Mutual Fund Custody Department, or at
such other place as the Custodian may from time to time designate in writing.

F. Notices to Trust. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Trust shall be
sufficiently given when delivered to the Trust or on the second Business Day
following the time such notice is deposited in the U.S. mail postage prepaid
and addressed to the Trust at its office at 9802 Nicholas, Suite 250, Omaha,
Nebraska 68114 or at such other place as the Trust may from time to time
designate in writing.

G. Amendments In Writing. This Agreement, with the exception of the
Appendices, may not be amended or modified in any manner except by a written
agreement executed by both parties with the same formality as this Agreement,
and authorized and approved by a resolution of the Board of Trustees of the
Trust.

H. Successors and Assigns. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the Trust or
by the Custodian, and no attempted assignment by the Trust or the Custodian
shall be effective without the written consent of the other party hereto.

I. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Ohio.

J. Jurisdiction. Any legal action, suit or proceeding to be instituted
by either party with respect to this Agreement shall be brought by such party
exclusively in the courts of the State of Ohio or in the courts of the United
States for the Southern District of Ohio, and each party, by its execution of
this Agreement, irrevocably (i) submits to such jurisdiction and (ii) consents
to the service of any process or pleadings by first class U.S. mail, postage
prepaid and return receipt requested, or by any other means from time to time
authorized by the laws of such jurisdiction.

<PAGE>

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

L. Headings. The headings of paragraphs in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.

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

ATTEST: TRUST: The AdvisorOne Funds

By:________________________
Title:_______________________

ATTEST: CUSTODIAN: Star Bank, N.A.
By:_________________________
Title:_______________________

<PAGE>

APPENDIX A

AUTHORIZED PERSONS SPECIMEN SIGNATURES

President: __________________ ___________________

Vice President: __________________ ___________________

Secretary: __________________ ___________________

Treasurer: __________________ ___________________

Assistant
Treasurer: __________________ ___________________

Adviser Employees: __________________ ___________________
Transfer Agent/Fund Accountant
Employees: __________________ ___________________

__________________ ___________________

* Authority restricted; does not
include:___________________________________________________________

<PAGE>

APPENDIX B

Series of the Trust

The Amerigo Fund
The Clermont Fund

APPENDIX C

Agents of the Custodian

The following agents are employed currently by Star Bank, N.A. for
securities processing and control ...

The Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004

The Federal Reserve Bank
Cincinnati and Cleveland Branches

Bankers Trust Company
16 Wall Street
New York, NY 10005

(For Foreign Securities and certain non-DTC eligible Securities)

Exhibit 9(i)

ADMINISTRATION AGREEMENT

CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.

This Administration Agreement (the "Agreement") dated as of the
_______ day of _________________, 1997, made by and between CLS ADVISORONE
FUNDS (the "Trust"), a business trust operating as an open-end investment
company, duly organized and existing under the laws of the Commonwealth of
Massachusetts, and MUTUAL FUNDS SERVICE CO. (the "Agent"), a corporation
organized and existing under the laws of the State of Ohio.

W I T N E S S E T H

WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for each of the Trust's series, The Amerigo Fund and The
Clermont Fund (the "Fund"); and

WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
Star Bank, N.A. (the "Bank") performs the duties of Custodian of the
securities and cash of the Trust;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:

Section 1. The Trust hereby appoints Agent as its Transfer, Redemption
and Dividend Disbursing Agent for each of the Trust's series, The Amerigo Fund
and The Clermont Fund, and Agent accepts such appointments and agrees to act
in such capacities upon the terms set forth in this Agreement.

TRANSFER AGENCY

Section 2. Agent will maintain registry records in the usual form in
which it will note the issuance, transfer and redemption of Shares and the
issuance and transfer of Share Certificates. Agent is also authorized to
maintain an account entitled Unissued Certificate Account in which it will
record the Shares and fractions of Shares issued and outstanding from time to
time for which issuance of Share Certificates was not requested. The Trust
shall provide Agent with reports of Fund Share purchases, redemptions and
total Shares outstanding on the next business day after each net asset
valuation. Agent is authorized to keep records in which it will note the names
and registered addresses of Shareholders, and the number of Shares and
fractions from time to time owned by then for which no Share Certificates are
outstanding.

<PAGE>

Section 3. Agent will issue Share Certificates for Shares of the Fund,
only upon receipt of a written request from a Shareholder. In all other cases,
the Trust authorizes Agent to dispense with the issuance and countersignature
of Share Certificates whenever Shares are purchased. In such case Agent, as
Transfer Agent, shall merely note on its stock registry records the issuance
of the Shares and fractions, if any; shall credit the Unissued Certificate
Account with the Shares and fractions issued; and shall credit the proper
number of Shares and fractions to the respective Shareholders. Likewise,
whenever Agent has occasion to surrender for redemption Shares and fractions
to the respective Shareholders, it shall be unnecessary to issue Share
Certificates for redemption purposes. The Trust authorizes Agent in such cases
to process the transactions by appropriate entries in its stock transfer
records, and debiting of the unissued Certificate Account and the record of
issued Shares outstanding.

Section 4. Agent in its capacity as Transfer Agent will, in addition
to the duties and functions above-mentioned, perform the usual duties and
functions of a stock Transfer Agent for a corporation. It will countersign for
issuance or reissuance Share Certificates representing original issue or
reissued treasury Shares as directed by the written instructions of the Trust,
and will transfer Share Certificates registered in the name of Shareholders
from one Shareholder to another in the usual manner. Agent may rely
conclusively and act without further investigation upon any list, instruction,
certification, authorization, Share Certificate or other instrument or paper
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned, or executed by a duly authorized person or persons, or
upon the instructions of any officer of the Trust, or upon the advice of
counsel for the Trust or for Agent. Agent may record any transfer of Share
Certificates which is believed by it in good faith to have been duly
authorized or may refuse to record any transfer of Share Certificates if in
good faith Agent deems such refusal necessary in order to avoid any liability
to any person.

Section 5. In case of any request or demand for the inspection of the
Share records of the Trust, Agent as Transfer Agent, shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to
do so.

ISSUANCE OF SHARES

Section 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase
orders received in Federal Funds since the last determination of the Trust's
net asset value.

For the purposes of this Section 6, the Trust hereby instructs Agent
to consider Shareholder payments as Federal Funds according to the following
schedule:

<PAGE>

a. Purchase orders received prior to 4:00 p.m., Eastern Standard time -- on
the same day, provided payment in Federal Funds or other immediately
available funds is received that day by Bank;

b. Check received prior to 4:00 p.m., Eastern Standard time -- on the same
day;

c. Check received at or after 4:00 p.m., Eastern Standard time -- on the
following business day.

Immediately after 4:00 p.m., Eastern Standard time, on each day that
the Trust and Agent are open for business or on any other day on which there
is sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of the Trust's Shares might be materially affected,
Agent shall obtain from the Trust a quotation (on which it may conclusively
rely) of the net asset value per Share determined as of 4:00 p.m., Eastern
Standard time, on that day. Agent shall proceed to calculate the amount
available for investment in Shares at the quoted net asset value, the number
of Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased and confirm such number to the trust in
writing.

Section 7. Agent having made the calculations provided for in Section
6, shall thereupon pay over the net asset value of Shares purchased to the
Bank. The payment shall then be deposited in the account maintained under the
Custodian Agreement. The proper number of Shares and fractional Shares shall
then be issued daily and credited by Agent to the Unissued Certificate
Account. The Shares and fractional Shares purchased for each Shareholder will
be credited by Agent to his separate account. Agent shall mail to each
Shareholder a confirmation of each purchase, with copies to the Trust if
balance, the new Share balance, the Shares held under a Plan (if any), the
Shares for which Stock Certificates are outstanding (if any), the amount
invested and the price paid for the newly purchased Shares.

REDEMPTIONS

Section 8. Agent shall, prior to the daily determination of net asset
value in accordance with the Trust's prospectus, process all requests from
Shareholder to redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payment or the like. Thereupon,
Agent shall advise the Trust of the total number of Shares available for
redemption and the number of Shares and fractional Shares requested to be
redeemed. The Trust shall then quote to Agent the applicable net asset value,
whereupon Agent shall furnish the Trust with an appropriate confirmation of
the redemption and process the redemption by filing with the Bank an
appropriate statement and making the proper distribution and application of
the redemption proceeds in accordance with the Trust's prospectus. The stock
registry books recording outstanding Shares, the Unissued Certificate Account
and the individual account of the Shareholder shall be properly debited.

<PAGE>

In lieu of carrying out the redemption procedures hereinabove provided
for in this Section 8, Agent may, at the request of the Trust, sell Shares to
the Trust as repurchases from Shareholders, provided that in each such case
the sale price shall be not less than the applicable redemption price. In such
case the redemption procedures shall be appropriately modified.

Section 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:

(a) By check mailed to Shareholder at his registered address. The
request and stock certificates, if any, for Shares being redeemed, must have
the owner's signature guaranteed by a domestic commercial bank or trust
company or a member firm of a national securities exchange.

(b) By wire to a designated bank or broker upon telephone request,
without signature guarantee, if such redemption procedure has been elected by
the Shareholder on the Account Application. Any change in the designated bank
or broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.

(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.

DIVIDENDS

Section 10. It is mutually understood by the parties that the Fund
intends to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with
the Fund's currently effective prospectus. The Agent shall compute the
dividends per Share payable with respect to the account of each Shareholder
and the number of additional Shares and fractional Shares to be issued as
dividends. The Agent shall notify the Fund of the total number of additional
Shares and fractional Shares which have been issued as dividends. The Agent
shall maintain records as to the additional Shares and fractional Shares
issued as dividends with respect to the account of each Shareholder.

If the Fund changes its dividend policy or orders the distribution of
any long-term gains, the Fund shall notify the Agent of each resolution of its
Directors declaring a dividend or other distribution, the amount payable per
Share, the record date for determining Shareholders entitled to payment, the
net asset value to be used for reinvestments of dividends and the payment
date. The Agent shall, on the designated payment date, calculate the amount to
be reinvested in Shares and fractional Shares for each Shareholder.

<PAGE>

GENERAL PROVISIONS

Section 11. Agent shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends and dividend reinvestments, in which
will be noted and transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding.

Section 12. Agent agrees to make available upon request and to
preserve for the periods prescribed in Rule 31a-2 under the Investment Company
Act of 1940 any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under said Act.

Section 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation
of and mailing Federal Tax Information Forms, mailing semi-annual reports of
the Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.

Section 14. Except as set forth in Section 6, nothing contained in
this Agreement is intended to or shall require Agent in any capacity
hereunder, to perform any functions or duties on any holiday, day of special
observance or any other day on which Agent or the New York Stock Exchange is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and Agent are open.

Section 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its
corporate capacity arising out of its compensation hereunder.

Section 16. (a) Except as set forth below in this Section 16, the
Trust shall indemnify Agent and save it harmless from and against all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
and from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities incurred by Agent in connection with
any such action, suit, or claim. Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in
connection with its performance under this Agreement, which, in the opinion of
its counsel, may involve it in expense or liability, and the Trust shall, so
often as reasonably requested, furnish Agent with satisfactory indemnity
against such expense or liability, and upon request of Agent the Trust shall
assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity; provided, however, that Agent shall give the Trust notice
and reasonable opportunity to defend any such action, suit, or claim, in the
name of the Trust or Agent or both.

<PAGE>

Without limiting the foregoing:

(i) Agent may rely upon the advice of the Trust, or of
counsel, who may be counsel for the Trust or counsel for Agent, and upon
statements of accountants, brokers and other persons believed by it in good
faith to be expert in the matters upon which they are consulted and for any
actions taken in good faith upon such statements, Agent shall not be liable.

(ii) Agent shall not be liable for any action taken in good
faith reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon the
genuineness of any such document or copy thereof believed in good faith by
Agent to have been validly executed.

(iii) Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document believed by it to be genuine and to have been signed or
presented by the purchaser, Trust or other proper party or parties.

(b) Notwithstanding the provisions of Paragraph (a), it is intended
that insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by
Agent, such liability shall be borne by Agent's insurance carriers. In the
event of any loss occurring which is attributable to any payment upon a forged
instrument, oversight, error or omission by Agent, Agent shall use its best
efforts to have its insurance carriers bear the loss.

Section 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without
a signature guarantee. The Trust hereby agrees to indemnify and hold Agent,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands, losses whatsoever
arising out of or in connection with a payment by Agent upon redemption of
Shares without a signature guarantee and upon the request of Agent the Trust
shall assume the entire defense of any action, suit or claims subject to the
foregoing indemnity. Agent shall notify the Trust of any such action, suit or
claim with 30 days after receipt by Agent of notice thereof.

Section 18. The Trust shall promptly cause to be turned over to Agent
all records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.

<PAGE>

Section 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.

Section 20. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.

Section 21. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.

Section 22. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall
be delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:

If to the Fund:
CLS AdvisorOne Funds
9802 Nicholas, Suite 250
Omaha, NE 68114

If to Agent:
Mutual Funds Service Co.
6000 Memorial Drive
Dublin, OH 43017

Section 23. The Trustees, officers, employees and agents of the Trust
shall not be personally bound by or liable hereunder, nor shall resort be had
to their private property for the satisfaction of any obligation or claim
hereunder.

Section 24. The Trust represents and warrants to Agent that the
execution and delivery of this Administration Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of
the Trustees of the Trust.

Section 25. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

Section 26. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without the
written consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written.

CLS ADVISORONE FUNDS

By:_______________________________

MUTUAL FUNDS SERVICE CO.

By:_______________________________

<PAGE>

Schedule A

MUTUAL FUNDS SERVICE CO.

FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISBURSING AND SHAREHOLDER SUPPORT SERVICES

RETAIL

ANNUAL FEE - $15,000 for each Fund (payable monthly) base fee plus an annual
per account fee as follows:

$15 per shareholder account

In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.

<PAGE>

MUTUAL FUNDS SERVICE CO.

TRANSFER AGENT AND DIVIDEND DISBURSING SERVICES

Services

* Opening new accounts
* Processing all payments
* Issuing confirmation statements
* Processing partial and complete redemptions
* Regular and legal transfers of accounts
* Mailing reports; semi-annual and annual reports
* Process dividends and capital gain distributions. This includes
mailing of cash dividends and/or preparing statements to
shareholders for reinvested distributions
* Blue Sky Reports. This indicates shares sold to investors in
various States.

Account Maintenance

* Maintaining shareholder records. This includes a file
containing each shareholders new account application, copies
of redemption checks, forms and any correspondence pertaining
to the account holder * Changing shareholders' addresses
* Daily or periodic reports on numbers of shares, accounts
* Addressing and tabulating annual proxy cards
* Supplying an annual stockholder list
* Preparation of Federal Tax Information forms such as 1099-B,
1099-DIV, 1099R, 5498 to both shareholders and IRS.

MUTUAL FUNDS SERVICE CO.

SHAREHOLDER SUPPORT SERVICES

* Provide and maintain the necessary personnel to receive and
answer inquiries relating to account status, share purchases,
redemptions and other relevant inquiries.
* Replying to shareholder correspondence.
* Mail fulfillment. Mailing of materials to potential investors.

Exhibit 9(ii)

ACCOUNTING SERVICES AGREEMENT

CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.

This Accounting Services Agreement (the "Agreement"), dated the _____
day of _____________ 1997, made by and between CLS ADVISORONE FUNDS (the
"Trust"), a mutual fund organized as a business trust under the laws of the
Commonwealth of Massachusetts and operating as an open-end investment company
comprised of its first two series, which have been designated THE AMERIGO FUND
and THE CLERMONT FUND (the "Fund"), and MUTUAL FUNDS SERVICE CO. ("Agent"), a
corporation duly organized and existing in the State of Ohio;

WITNESSETH THAT:

WHEREAS, the Trust desires to appoint the Agent as its Accounting
Services Agent for the Fund to perform certain accounting and record keeping
functions required of a duly registered investment company; to file certain
financial reports; to maintain and preserve certain books, accounts, and
records as the basis for such reports; and to perform certain daily functions
in connection with such accounts and records;

WHEREAS, the Agent is willing to perform such functions upon the terms
and conditions herein set forth; and

WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Fund,

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:

Section 1. The Trust shall turn over to the Agent all of the Fund's
accounts and records previously maintained by or for the Trust. The Agent
shall be entitled to rely exclusively on the completeness and correctness of
the accounts and records turned over to it by the Trust, and the Trust shall
indemnify and hold the Agent harmless of and for any and all expenses,
damages, claims, suits, liabilities, actions, demands, and losses whatsoever
arising out of or in connection with any errors, omission, inaccuracy, or
other deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by the
Agent knowledgeably to perform its functions hereunder.

<PAGE>

Section 2. The Agent shall examine and review the Fund's existing
accounts, records, and other documents, and systems in order to determine or
recommend how such accounts, records, and other documents, and systems shall
be maintained.

Section 3. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of the Fund, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2,
of the Investment Company Act of 1940, as amended, and as may be mutually
agreed to between the Trust and the Agent:

(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral therefor
(l) Trial Balances

Unless appropriate information necessary to perform the above
functions is furnished to the Agent in a timely manner, the Agent shall incur
no liability to the Trust or any other person.

It shall be the responsibility of the Trust to furnish the Agent with
the declaration, record, and payment dates and amounts of any dividends or
income and any other special actions required concerning each of the Fund's
Securities.

The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.

Section 4. Upon receipt by the Agent of written or oral instructions,
the Agent shall make proper accounting entries in accordance therewith. The
Trust shall direct that each broker-dealer, or other person through whom a
transaction has occurred, shall send a confirmation thereof to the Agent. The
Agent shall verify this confirmation against the written or oral instructions
when received from the Trust and forward the confirmation to the Custodian.
The Agent shall promptly notify the Trust of any discrepancy between the
confirmation and the Trust's written instructions when received from the Trust
but shall incur no responsibility or liability for such discrepancy. The Trust
shall cause any necessary corrections to be made and shall advise the Agent
and the Custodian accordingly.

<PAGE>

Section 5. The Agent shall calculate the Fund's net asset value in
accordance with the Trust's currently effective prospectus, once daily.

The Agent shall prepare and maintain a daily evaluation of Securities
for which market quotations are available by the Agent's use of Bloomberg
Financial Markets and ILX Quotation Services; all other Securities shall be
evaluated in accordance with the Trust's written instructions, and the Agent
shall have no responsibility or liability for the accuracy of the information
supplied by the Trust or upon the written instructions.

The Trust assumes all responsibility for computation of "amortized
cost", valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.

Section 6. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall
be reconciled with the Agent's accounts and records maintained for the Fund.
The Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.

Section 7. The Agent shall supply daily and periodic reports to the
Trust, as required by law or regulation, and as requested by the Trust and
agreed upon by the Agent.

Section 8. The Trust shall report and confirm to the Transfer Agent
all Share purchases and redemptions of which it is aware. The Agent shall
obtain from the Transfer Agent daily reports of Share purchases, redemptions,
and total shares outstanding.

The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.

Section 9. The accounts and records of the Fund maintained by the
Agent shall be the property of the Trust, and shall be made available to the
Trust, within a reasonable period of time, upon demand. The Agent shall assist
the Trust's independent auditors, or upon approval of the Trust, or upon
demand, any regulatory body, in any requested review of the Fund's accounts
and records but shall be reimbursed for all expenses and employee time
invested in any such review outside of routine and normal periodic review.
Upon receipt from the Trust of the necessary information, the Agent shall
supply the necessary data for the Trust's completion of any necessary tax
returns, questionnaires, periodic reports to Shareholders of the Fund, and
such other reports and information requests as the Trust and the Agent shall
agree upon from time to time.

Section 10. The Agent and the Trust may from time to time adopt
uniform or standing procedures, and the Agent may conclusively assume that any
procedure approved by the Trust, or directed by the Trust, does not conflict
with or violate any requirements of its prospectus, Declaration of Trust,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible to notify the Agent of any changes in
regulations or rules which might necessitate changes in the Agent's
procedures.

<PAGE>

Section 11. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent
shall not be liable for any actions taken in good faith upon such statements.

Section 12. The Agent shall not be liable for any action taken in good
faith reliance upon any authorized oral instructions, any written
instructions, any certified copy of any resolution of the Trustees of the
Trust or any other document reasonably believed by the Agent to be genuine and
to have been executed or signed by the proper person or persons. The Trust
will send written instructions to cover oral instructions, and the Agent will
compare the information against the oral instructions previously furnished.
The Agent will inform the Trust immediately of any noted discrepancy or will
request, if no written instruction is received in a reasonable time, that the
Trust forward same to Agent.

The Agent shall note be held to have notice of any change of authority
of any officer, employee, or agent of the Trust until receipt of notification
thereof by the Trust.

In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all
claims and liabilities (including reasonable expenses for legal counsel)
incurred by or assessed against the Agent in connection with the performance
of this Agreement, except such as may arise from the Agent's own negligent
action, omission, or willful misconduct; provided, however, that before
confessing any claim against it, the Agent shall give the Trust reasonable
opportunity to defend against such claim in the name of the Trust, the Fund or
the Agent or any of them.

Section 13. The Shareholders, Trustees, officers, employees and agents
of the Trust shall not be personally bound by or liable hereunder, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder as provided for in the Declaration of Trust.

Section 14. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.

Section 15. Nothing contained in this Agreement is intended to or
shall require the Agent, in any capacity hereunder, to perform any functions
or duties on any holiday or other day of special observance on which the New
York Stock Exchange is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next business day
on which both the New York Stock Exchange and the Agent are open.

<PAGE>

Section 16. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.

Section 17. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall
be delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:

If to the Trust:

CLS AdvisorOne Funds
9802 Nicholas, Suite 205
Omaha, NE 68114

If to the Agent:

Mutual Funds Service Co.
6000 Memorial Drive
Box 7177
Dublin, OH 43017

Section 18. The Trustees, officers, employees and agents of the Trust
shall not be personally bound by or liable hereunder, nor shall resort be had
to their private property for the satisfaction of any obligation or claim
hereunder.

Section 19. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

Section 20. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Agent, or by the Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.

Section 21. This Agreement shall be governed by the laws of the State
of Ohio.

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

CLS ADVISORONE FUNDS

By_________________________

MUTUAL FUNDS SERVICE CO.

By__________________________

<PAGE>

MUTUAL FUNDS SERVICE CO.

ACCOUNTING SERVICES

PORTFOLIO PRICING & GENERAL LEDGER SERVICES

Daily

* Daily trial balance with a computation sheet of net asset value
* Daily performance sheet
* Daily cash available sheet
* Daily reconciliation of Fund shares
* Daily interest calculations
* Daily portfolio calculation with comparison to previous day
* Daily processing and settlement of all security trades

Monthly

* Balance Sheet and Income Statement
* Schedule of purchases and sales of securities
* Brokerage commission schedule for the month and year to date
* Security ledger
* Schedule of Fund shares sold and repurchased
* Compliance with Sub-M requirements and short-short gain limitations

Quarterly

* Compliance with diversification rules

Semi-Annually

* Prepare answers to applicable items on Form NSAR

Other

* Assist with the preparation of the unaudited reports that are required
either quarterly or semi-annually
* Furnish reports for the independent auditor and to assist with the audit
* Calculation of available or required income or capital gain
distributions to shareholders
* Provide requested material for Board meetings

<PAGE>

Schedule A

MUTUAL FUNDS SERVICE CO.

FEE SCHEDULE FOR ACCOUNTING SERVICES

BASIS POINT FEE

3 Basis Points on first $100 million of assets
2 Basis Points on next $150 million of assets
1 Basis Point on assets over $250 million

MINIMUM ANNUAL FEE - $20,000 for each Fund (Based upon average net assets -
payable monthly)

In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.

Exhibit 9(iii)

ADMINISTRATION SERVICES AGREEMENT

CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.

This Administration Services Agreement (the "Agreement") dated as of
the ________ day of _______________, 1997, made by and between CLS ADVISORONE
FUNDS (the "Trust"), a mutual fund organized as a business trust under the
laws of the Commonwealth of Massachusetts acting for and on behalf of THE
AMERIGO FUND and THE CLERMONT FUND (the "Fund") which are operated and
maintained by the Trust for the benefit of the holders of shares of each Fund,
and MUTUAL FUNDS SERVICE CO., an Ohio corporation ("Administrator").

W I T N E S S E T H

WHEREAS, the Funds are engaged in business as open-end investment
companies registered under the Investment Company Act of 1940 (collectively
with the rules and regulations promulgated thereunder, the "1940 Act"); and

WHEREAS, the Trust wishes to engage the Administrator to provide
certain administrative and management services, and the Administrator is
willing to provide such administrative and management services to the Fund, on
the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements of the
parties hereto as herein set forth, the parties agree as follows:

1. Duties of the Administrator. Subject to the direction and control
of the Board of Trustees of the Fund, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by
the Fund. The types of services which may be called for hereunder include
without limitation: (a) providing equipment and clerical personnel necessary
for performing the administrative and management functions herein set forth;
(b) arranging, if desired by the Fund, for Trustees, officers and employees of
the Administrator to serve as Trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) supervising the overall
administration of the Fund, including negotiation of contracts and fees with
and the monitoring of performance and billings of the Fund's custodian and
other independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Fund with
applicable federal laws and regulations, including registration statements,
semi-annual and annual reports to shareholders and proxy statements; (e)
preparing supporting documents for meetings of Trustees and committees of
Trustees; and (f) maintaining current and accurate books and records of the
Fund. Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to
have assumed or have any responsibility with respect to functions specifically
assumed by any custodian of the Fund or any person or agent responsible for
state registration or renewal functions of the Fund.

<PAGE>

Accounts, records and other information shall belong to the Fund and
be considered confidential. Accounts, records and other information will not
be disclosed to other than federal and state regulators without permission
from the Fund.

2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Administrator, and the wages and salaries
of such persons shall not be deemed to be expenses incurred by the Fund for
purposes of this Section 2. Except as provided in the foregoing sentence, the
Fund will pay all of its own expenses including, without limitation,
compensation of Trustees not affiliated with the Administrator; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Fund; fees and expenses of the Fund's independent
auditors, legal counsel and any transfer agent or registrar of the Fund;
expenses of preparing, printing and mailing reports, notices, proxy statements
and reports to investors and governmental agencies and commissions; expenses
of preparing and mailing agendas and supporting documents for meetings of
Trustees and committees of Trustees; expenses connected with the execution,
recording and settlement of security transactions; insurance premiums; fees
and expenses of the Fund's custodian for all services to the Fund, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the Fund;
expenses of meetings of shareholders of the Fund; and expenses relating to the
issuance, registration and qualification of shares of the Fund.

3. Compensation of the Administrator. For the services to be rendered
and the facilities to be provided by the Administrator hereunder, the Fund
shall pay to the Administrator an administrative fee computed and paid in
accordance with Schedule A hereto.

4. Limitation of Liability of the Administrator. The Administrator and
its Trustees, officers, employees and agents shall not be liable for any error
of judgment or mistake of law or for any act or omission in the administration
of the Fund or the performance of its duties hereunder, unless caused by the
Administrator's negligence, willful misfeasance, or breach of this Agreement.

5. Activities of the Administrator. The services of the Administrator
to the Fund are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties.

6. Termination. This Agreement shall have an initial term of one (1)
year beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.

<PAGE>

7. Delegation by the Administrator. The Administrator may delegate any
or all of its obligations hereunder to any one or more entities or persons;
provided, however, that the Administrator shall not make any such delegation
unless the Trustees of the Fund shall have approved such delegation; and
provided, further, that, unless the Fund otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to the Fund for the
acts and omissions of the entity or person to whom the Administrator has made
such delegation as it would be for its own acts or omissions.

8. Notices. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:

If to the Fund:

CLS AdvisorOne Funds
9802 Nicholas, Suite 205
Omaha, NE 68114

If to the Administrator:

Mutual Funds Service Co.
Attention: Donald F. Meeder, President
6000 Memorial Drive
Box 7177
Dublin, OH 43017

9. The Trustees, officers, employees and agents of the Trust shall not
be personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.

10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.

11. Assignment. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Administrator, or by the Administrator without the written consent of
the Fund, in each case authorized or approved by a resolution of its Trustees.

12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law rules.

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

CLS ADVISORONE FUNDS

By ________________________

MUTUAL FUNDS SERVICE CO.

By ________________________

<PAGE>

Schedule A

MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES

BASIS POINT FEE - 5 Basis Points on the monthly total average net assets of
each Fund.

MINIMUM ANNUAL FEE - $30,000 for each Fund (Payable monthly)

In addition, all out-of-pocket expenses shall be separately charged and shall
include but not be limited to: printed/copied material, postage, overnight
mail, courier service, third-party EDGAR filing fees, transportation and
lodging.

<PAGE>

MUTUAL FUNDS SERVICE CO.

ADMINISTRATION SERVICES SUMMARY

* If desired by the Fund, arranging for Directors, officers and
employees of MFSCo. to serve as directors, officers, agents of
Fund if duly elected or appointed.

* Negotiation of contracts and fees with other independent
contractors. Monitor performance and billings of the Fund's
custodian and other independent contractors or agents.

* Preparing for review by Fund legal counsel and Directors and,
where applicable, filing with the SEC, those documents required
for compliance by the Fund under applicable federal laws and
regulations:

(1) Form N-1A Registration Statement

(2) Rule 24f-2 Notice

(3) Semi-annual and annual reports to shareholders

(4) Form N-SAR Semi-Annual Report for Regulated Investment
Companies

(5) Proxy Statements

* Prepare requested supporting documents and summaries for meetings
of Directors and committees of Directors.

* Prospectus, New Account Application, miscellaneous forms, reports
to shareholders and Directors will be produced and customized to
meet your needs.

* Coordinate Blue Sky activities with the Fund's in-house personnel
or agent responsible for state registration or renewal functions
of the Fund.

EXHIBIT 16(i)

THE AMERIGO FUND
TOTAL RETURN COMPUTATION SCHEDULE

Method by which total return (ending redeemable value) is computed:

P (1 + T)n = ERV
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of one, five or 10-year periods (or
fractional portion thereof)

THE AMERIGO FUND 1 YEAR 5 YEARS 10 YEARS

Beginning Account Balances $1,000.00 $1,000.00 $1,000.00
Average Annual Total Return -0- -0- -0-
Ending Redeemable Value $ 0.00 $ 0.00 $ 0.00

Formula Computation:

1 year: $1,000 (1 + .0000) = $0.00

5 years: $1,000 (1 + .0000)5 = $0.00

10 years: $1,000 (1 + .0000)10 = $0.00

</TABLE>

EXHIBIT 16(ii)

THE CLERMONT FUND
TOTAL RETURN COMPUTATION SCHEDULE

Method by which total return (ending redeemable value) is computed:

THE CLERMONT FUND 1 YEAR 5 YEARS 10 YEARS

Beginning Account Balances $1,000.00 $1,000.00 $1,000.00
Average Annual Total Return -0- -0- -0-
Ending Redeemable Value $ 0.00 $ 0.00 $ 0.00

Formula Computation:

1 year: $1,000 (1 + .0000) = $0.00

5 years: $1,000 (1 + .0000)5 = $0.00

10 years: $1,000 (1 + .0000)10 = $0.00

</TABLE>

Exhibit 19

CLS ADVISORONE FUNDS

The undersigned hereby constitutes and appoints W. Patrick Clarke and
Gary W. Lanzen, and each of them, with full powers of substitution as his true
and lawful attorneys and agents to execute in his name and on his behalf in
any and all capacities the Registration Statements on Form N-1A, and any and
all amendments thereto, filed by CLS AdvisorOne Funds (the "Trust") with the
Securities and Exchange Commission under the Investment Company Act of 1940
and the Securities Act of 1933 and any and all instruments which such
attorneys and agents, or any of them, deem necessary or advisable to enable
the Trust to comply with such Acts, the rules, regulations and requirements of
the Securities and Exchange Commission, and the securities or Blue Sky laws of
any state or other jurisdiction and the undersigned hereby ratifies and
confirms as his own act and deed any and all that such attorneys and agents,
or any of them, shall do or cause to be done by virtue hereof. Any one of such
attorneys and agents have, and may exercise, all of the powers hereby
conferred.