CLS ADVISOR ONE FUNDS, PRES14A, 1999-11-02

CLS ADVISOR ONE FUNDS
PRES14A, 1999-11-02

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.35)

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

CLS ADVISORONE FUNDS
(Name of Registrant as Specified In Its Charter)

SAME
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11(1).

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

ORBITEX GROUP OF FUNDS II
(FORMERLY, CLS ADVISORONE FUNDS)

AMERIGO FUND CLERMONT FUND
(THE "FUNDS")

CLASS C SHARES
CLASS N SHARES

SPECIAL MEETING OF THE SHAREHOLDERS

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 22, 1999

The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints [_______] and [______] as proxies and each of
them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Amerigo Fund and Clermont Fund, both series of the ORBITEX
Group of Funds II, formerly, the CLS AdvisorOne Funds (the "Trust"), to be held
in the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY,
10178 on Wednesday, December 22, 1999, at 12:00 noon, (Eastern Time), and any
adjournments or postponements thereof (the "Meeting") all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below,
and on any other matters properly brought before the Meeting.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSALS:
Please mark your choices like this on the Proposals /X/

PROPOSAL # 1: APPROVE THE NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST, ON BEHALF OF THE AMERIGO FUND AND
THE CLERMONT FUND, AND A NEWLY-CREATED, WHOLLY-OWNED
SUBSIDIARY OF ORBITEX ACQUISITION HOLDINGS CORP.:

Amerigo Funds: FOR AGAINST ABSTAIN
--- ------- -------

(TO BE VOTED ON BY AMERIGO FUND SHAREHOLDERS ONLY)

Clermont Funds: FOR AGAINST ABSTAIN
--- ------- -------

(TO BE VOTED ON BY CLERMONT FUND SHAREHOLDERS ONLY)

<PAGE>

PROPOSAL # 2: ELECTION OF TRUSTEES. THE NOMINEES ARE: RONALD S.
ALTBACH, RICHARD E. STIERWALT, STEPHEN H. HAMRICK AND
JOHN D. MORGAN.

(TO BE VOTED ON BY ALL SHAREHOLDERS)

FOR all nominees
FOR all nominees except for those indicated below
WITHHOLD AUTHORITY to vote for all nominees

- -------------------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL NOMINEES EXCEPT FOR THOSE INDICATED BELOW" AND WRITE
THE NOMINEE'S NAME(S) IN THE LINE ABOVE.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.

The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.

Dated: , 1999 ________________________________
Signature of Shareholder

________________________________
Signature (Joint owners)

YOU CAN VOTE BY MAIL, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON DECEMBER 22,
1999.

<PAGE>

ORBITEX GROUP OF FUNDS II
(FORMERLY, CLS ADVISORONE FUNDS)

AMERIGO FUND CLERMONT FUND
(THE "FUNDS")

CLASS C SHARES
CLASS N SHARES

- --------------------------------------------------------------------------------
IMPORTANT SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

THIS DOCUMENT CONTAINS YOUR PROXY STATEMENT AND PROXY CARD. A PROXY CARD IS, IN
ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY CARD, IT TELLS US HOW TO VOTE ON
YOUR BEHALF ON IMPORTANT ISSUES RELATING TO THE FUNDS. IF YOU SIGN THE PROXY
CARD WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF TRUSTEES.

WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT YOUR PROXY
CARD, AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO PROMPTLY, HELPS TO
AVOID ADDITIONAL MAILINGS. WHEN SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN
SUFFICIENT NUMBERS, WE HAVE TO MAKE FOLLOW-UP SOLICITATIONS.

PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.

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

ORBITEX GROUP OF FUNDS II
[service mark]

<PAGE>

ORBITEX GROUP OF FUNDS II
(FORMERLY, CLS ADVISORONE FUNDS)
AMERIGO FUND CLERMONT FUND
CLASS C SHARES
CLASS N SHARES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1999

Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
the Amerigo Fund and the Clermont Fund (the "Funds"), each a separate series of
Orbitex Group of Funds II (the "Trust"), formerly named CLS AdvisorOne Funds,
will be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New
York, NY 10178, on December 22, 1999, at 12:00 noon, Eastern time, for the
purpose of considering two proposals, which are described below, and transacting
any other business that may properly come before the Meeting.

The first proposal asks Fund shareholders to consider and act on a proposal to
approve new investment advisory agreements between the Trust, on behalf of each
Fund, and a newly-created, wholly-owned subsidiary of Orbitex Acquisition
Holdings Corp. ("New Advisor"). Orbitex Acquisition Holdings Corp. ("Orbitex
Holdings) is a wholly-owned subsidiary of Orbitex Financial Services Group, Inc.
("Orbitex"). Orbitex Management, Inc., another wholly-owned subsidiary of
Orbitex, currently serves as the investment advisor to the Orbitex Group of
Funds. Clarke Lanzen Skalla Investment Firm, Inc. ("CLS Advisers"), the Funds'
current investment adviser, has entered into an understanding with New Advisor
regarding the acquisition of CLS Advisers by New Advisor. Shareholder approval
of the New Agreements is requested because, upon the acquisition of CLS Advisers
by New Advisor, the Trust's current advisory agreements with CLS Advisers will
terminate. If shareholders approve the New Agreements, it is expected that,
after the acquisition, the Funds' current portfolio manager and other key
personnel will continue to manage the Funds' assets and provide related services
as employees of New Advisor. More information about New Advisor, the New
Agreements and Orbitex is in the attached Proxy Statement.

The second proposal asks Fund shareholders to consider and act on a proposal to
elect four nominees to the Board of Trustees of the Trust. Each nominee is a
current board member of the Orbitex Group of Funds and would, after election,
comprise the entire Board of Trustees. The persons named as proxies are
authorized to vote on such other business as may properly come before the
Meeting in accordance with their own discretion. Shareholders of record at the
close of business on November 2, 1999 are entitled to notice of and to vote at
the Meeting or any adjournment thereof ("Shareholders"). All Shareholders are
cordially invited to attend the Meeting. However, if you are unable to attend
the Meeting, please mark, sign and date the enclosed Proxy Card and return it
promptly in the enclosed, postage-paid envelope. Please see the enclosed
materials for Internet and telephone voting instructions.

AFTER CAREFUL REVIEW AND CONSIDERATION, THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE NEW AGREEMENTS AND FOR THE ELECTION OF
THE NOMINEES TO THE BOARD OF TRUSTEES.

BY ORDER OF THE BOARD OF TRUSTEES
SUSAN KINEEN, SECRETARY

November 14, 1999

<PAGE>

ORBITEX GROUP OF FUNDS II
(FORMERLY, CLS ADVISORONE FUNDS)
14747 CALIFORNIA STREET
OMAHA, NEBRASKA 68154
AMERIGO FUND CLERMONT FUND
CLASS C SHARES
CLASS N SHARES

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Orbitex Group of Funds II (the "Trust"), formerly,
CLS AdvisorOne Funds, on behalf of its separate series, the Amerigo Fund and the
Clermont Fund (the "Funds") for use at a Special Meeting of Shareholders to be
held on December 22, 1999 at 12:00 noon, Eastern time, at the offices of Morgan,
Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178, and at any adjourned
session thereof (such meeting and any adjournments thereof are hereinafter
referred to as the "Meeting"). Shareholders of record at the close of business
on November 2, 1999 (the "Record Date") are entitled to vote at the Meeting (the
"Shareholders"). The proxy card and this Proxy Statement are being mailed to
Shareholders on or about November 14, 1999.

At the meeting, Shareholders will be asked to consider and act upon the
following proposals:

1. APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST, ON
BEHALF OF EACH FUND, AND A NEWLY-CREATED, WHOLLY-OWNED SUBSIDIARY OF
ORBITEX ACQUISITION HOLDINGS CORP.(VOTED ON SEPARATELY BY SHAREHOLDERS OF
EACH FUND, WITH BOTH CLASSES OF EACH FUND VOTING TOGETHER).

2. APPROVAL OF FOUR NOMINEES TO THE BOARD OF TRUSTEES OF THE TRUST, WHICH
WOULD COMPRISE THE ENTIRE BOARD OF TRUSTEES (VOTED ON BY SHAREHOLDERS OF
THE TRUST AS A WHOLE).

Shareholders will be asked to consider and act upon such other business as may
properly be brought before the meeting. Each share is entitled to one vote and
each fractional share is entitled to a proportionate fractional vote. Shares
represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time before they are exercised
by a written revocation received by [_______] or [_______] at [______], by
properly executing a later-dated proxy, or by attending the Meeting and voting
in person. You may also vote over the Internet or by telephone. Please follow
the enclosed instructions to use these methods of voting.

As of the Record Date, the approximate number of units of beneficial interest
(shares) issued and outstanding for each Class of each Fund is set forth below:

<PAGE>

FUND AND CLASS SHARES OUTSTANDING

Amerigo Fund
Class C xxx
Class N xxx

Clermont Fund
Class C xxx
Class N xxx

INTRODUCTION

Shareholders are being asked to consider two proposals which are related to the
pending acquisition of Clarke Lanzen Skalla Investment Firm, Inc. ("CLS
Advisers") by a newly-created, wholly-owned subsidiary of Orbitex Acquisition
Holdings Corp. ("New Advisor"). The first proposal asks Shareholders to consider
the approval of new investment advisory agreements between the Trust, on behalf
of the Funds, and New Advisor (the "New Agreements"). Under the provisions of
the Investment Company Act of 1940 (the "1940 Act"), the Trust's current
advisory agreements with CLS Advisers will terminate upon the acquisition of CLS
Advisers by New Advisor. If shareholders approve the New Agreements, it is
expected that, after the acquisition, the Funds' current portfolio manager and
other key personnel will continue to manage the Funds' assets and provide
related services as employees of New Advisor. The New Agreements provide for the
same level of advisory fees as those charged under the current advisory
agreements with CLS Advisers. The second proposal asks Shareholders to consider
the election of four nominees to the Board of Trustees of the Trust. Each
nominee is currently a member of the Board of Trustees of the Orbitex Group of
Funds. The nominees would, after election, comprise the entire Board of
Trustees. An affiliate of New Advisor currently serves as the investment advisor
to the Orbitex Group of Funds.

PROPOSAL 1 CONSIDERATION OF THE APPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST, ON BEHALF OF EACH FUND, AND NEW
ADVISOR
(VOTED ON SEPARATELY BY SHAREHOLDERS OF EACH FUND, WITH BOTH
CLASSES OF EACH FUND VOTING TOGETHER)

At the Meeting, Shareholders will be asked to consider and act upon a proposal
to approve new investment advisory agreements between the Trust, on behalf of
the Funds, and New Advisor (the "New Agreements"). The New Advisor has the same
name as the Funds' current advisor. CLS Advisers and New Advisor have entered
into an understanding regarding the acquisition of CLS Advisers by New Advisor.
Under the 1940 Act, the Trust's current investment advisory agreements with CLS
Advisers will terminate upon the acquisition of CLS Advisers by New Advisor.
Accordingly, Shareholders of the Amerigo Fund are being asked to consider the

<PAGE>

approval of the New Agreement between the Trust, on behalf of the Amerigo Fund,
and New Advisor. A copy of this New Agreement is attached as Exhibit A.
Similarly, Shareholders of the Clermont Fund are being asked to consider the
approval of the New Agreement between the Trust, on behalf of the Clermont Fund,
and New Advisor. A copy of this New Agreement is attached as Exhibit B.

If Shareholders of a Fund approve the New Agreement, New Advisor will serve as
the Fund's investment advisor upon the acquisition of CLS Advisers by New
Advisor. Based on information provided by CLS Advisers and New Advisor, the
Board of Trustees does not anticipate that the acquisition of CLS Advisers by
New Advisor will reduce the quality of services provided to the Funds or result
in any material changes in the manner in which the Funds' assets are managed.
THE ADVISORY FEES PAID TO NEW ADVISOR UNDER THE NEW AGREEMENTS ARE IDENTICAL TO
THE ADVISORY FEES CURRENTLY PAID BY THE FUNDS TO CLS ADVISERS UNDER THE CURRENT
ADVISORY AGREEMENTS. New Advisor will maintain its offices in Omaha, in the same
facilities as CLS Advisers currently occupy, and New Advisor expects that the
Funds' current portfolio manager and CLS Advisers' key personnel will be
employed by New Advisor after the acquisition.

New Advisor is a newly-created, wholly-owned subsidiary of Orbitex Acquisition
Holdings Corp. ("Orbitex Holdings"), 410 Park Avenue, New York, New York 10022.
Orbitex Holdings is a wholly-owned subsidiary of Orbitex Financial Services
Group, Inc., 410 Park Avenue, New York, NY 10022, a New York corporation.
Orbitex Financial Services Group, Inc., in turn, is majority owned by Capital
Management Ltd., a Bahamian corporation. Mr. Thomas Bachmann is the controlling
person of Capital Management Ltd.

New Advisor was organized as a New York corporation pursuant to articles of
incorporation dated October 15, 1999. New Advisor's principal executive offices
will remain at 14747 California Street, Omaha, NE 68154-1979. New Advisor is
under common control with Orbitex Management Inc., 410 Park Avenue, New York, NY
10022, and Orbitex Management, Ltd., a Bahamian corporation; both entities are
investment advisers that provide investment services to individuals and
institutions, including Canadian unit trusts and the Orbitex Group of Funds. As
of November 1, 1999, Orbitex Management Ltd. and Orbitex Management, Inc. had
$160 million in U.S. mutual fund assets under management and managed $250
million in Canadian unit trust assets. With its affiliates, Orbitex Management
Ltd. had $1.5 billion in assets under management, as of November 1, 1999.
Information about New Advisor's executive officers and directors is included in
Exhibit C.

THE NEW AGREEMENTS. The New Agreements are identical to the current advisory
agreements between the Trust and CLS Advisers, except for the dates of
execution, effectiveness, and the substitution of New Advisor as the investment
advisor in place of CLS Advisers. Specifically, the New Agreements provide, in
part, that New Advisor will make investment decisions regarding each Fund's
assets and continuously review, supervise and administer the Fund's investment
program, subject to the supervision of, and policies established by, the Board
of

<PAGE>

Trustees. Under the New Agreements, New Advisor will receive advisory fees of
1.00% of average daily net assets from each Fund. The advisory fees payable
under the New Agreements and the current advisory agreements are the same.

THE CURRENT AGREEMENTS. The current advisory agreements, dated as of March 3,
1997, were last approved by the Trustees at a meeting held on February 19, 1999.
The current agreements provide that CLS Advisers will supply investment research
and portfolio management, including the selection of securities for each Fund to
purchase, hold or sell and the selection of brokers through whom that Fund's
portfolio transactions are executed. CLS Advisers also administers the business
affairs of the Fund, furnishes offices, necessary facilities and equipment, and
permits its officers and employees to serve without compensation as Trustees and
officers of the Fund if duly elected to such positions. Under the current
advisory agreements, each Fund pays CLS Advisers, as compensation for the
services rendered, an annual fee equal to 1.00% of the Fund's average daily net
assets.

CONSIDERATIONS OF THE BOARD OF TRUSTEES. At a meeting held on November ___,
1999, the Trustees, including a majority of Trustees who are neither parties to
the New Agreements nor "interested persons" of any such party (within the
meaning of the 1940 Act), unanimously approved the New Agreements. In addition,
the Trustees unanimously recommended that Shareholders approve the New
Agreements. [In connection with the approval of the New Agreements, the Board of
Trustees considered the terms of the current advisory agreements and the New
Agreements, particularly those governing the services to be provided to the
Funds and the fees and expenses payable by the Funds. The Board of Trustees also
considered the skills and capabilities of New Advisor and the representations
from Orbitex and CLS Advisers that key management personnel of CLS Advisers will
continue to serve the Funds as employees of New Advisor.]

VOTING. The persons named in the accompanying proxy intend, in the absence of
contrary instructions, to vote all proxies on behalf of Shareholders FOR the
approval of the New Agreements. Shareholders of the Amerigo Fund will be asked
to vote on the New Agreement between the Trust, on behalf of the Amerigo Fund,
and New Advisor, with both Classes voting together. Similarly, Shareholders of
the Clermont Fund will be asked to vote on the New Agreement between the Trust,
on behalf of the Clermont Fund, and New Advisor, with both Classes voting
together. Approval of this proposal for a Fund requires the vote of (a) 67% or
more of the voting securities present at the Meeting, if the holders of more
than 50% of the outstanding voting securities of the Fund are present or
represented by proxy, or (b) more than 50% of the outstanding voting securities
of the Fund, whichever is less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF
THE NEW AGREEMENTS.

<PAGE>

PROPOSAL 2 CONSIDERATION OF THE ELECTION OF FOUR NOMINEES TO THE BOARD OF
TRUSTEES.
(VOTED ON BY SHAREHOLDERS OF THE TRUST AS A WHOLE)

At the meeting, Shareholders will be asked to consider and act on a proposal to
elect the following four nominees to the Board of Trustees of the Trust: Ronald
S. Altbach, Richard E. Stierwalt, Stephen H. Hamrick and John D. Morgan. Each
nominee is a current member of the Board of Trustees of the Orbitex Group of
Funds, which are advised by an affiliate of New Advisor. The current Trustees
will continue to serve as Trustees until the Shareholders approve the election
of the nominees to the Board. Upon each nominee's election and qualification,
the nominees will constitute the entire Board of Trustees of the Trust, until
such time as the Board of Trustees may vote to change or alter the constitution
of the Board. It is expected that the nominees will serve as Trustees for the
same level of compensation as the current Trustees. Exhibit D provides
additional information on the current Trustees.

Each nominee has consented to being named in this Proxy Statement and to serving
as a Trustee if elected. The Trust knows of no reason why any nominee would be
unable or unwilling to serve as a Trustee if elected. Should any of the nominees
become unable or unwilling to accept nomination or election prior to the
Meeting, the persons named in the proxy will vote such other nominees as the
current Board of Trustees may recommend.

CONSIDERATIONS OF THE BOARD OF TRUSTEES. At a meeting held on November __, 1999,
the Board of Trustees, including all Trustees who are not "interested persons"
(within the meaning of the 1940 Act), after due consideration, unanimously
approved each nominee to serve as a member of the Board of Trustees, subject to
shareholder approval. [In considering the nominees for election as Trustees of
the Trust, the Trustees took into account the qualifications of each nominee and
the concern for the continued efficient conduct of the Trust's business.]

GENERAL INFORMATION ABOUT THE NOMINEES. The chart below provides general
information about each nominee, including the nominee's name, number of shares
of each Fund beneficially owned by a nominee, business experience during the
past five years (including all directorships).

<PAGE>

<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------------------------------ -----------------------
NAME BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS SHARES BENEFICIALLY
(INCLUDING ALL DIRECTORSHIPS)1/ OWNED3/
- -------------------------- ------------------------------------------------------------------------------ -----------------------
<S> <C> <C>
Ronald S. Altbach Trustee of Orbitex Group of Funds; Chairman, Paul Sebastian, Inc. (perfume 0
distributor); President, Olcott Corporation (1992-1994).
- -------------------------- ------------------------------------------------------------------------------ -----------------------
Richard E. Stierwalt2/ Trustee of Group of Funds; President, Chief Executive Officer and Director, 0
Orbitex Management, Inc. since 1998; Consultant, Bisys Management, Inc.
(1996-1998) (mutual fund distributor); Chairman of the Board and Chief
Executive Officer, Concord Financial Group (1987-1996)(administrator and
distributor of mutual funds).
- -------------------------- ------------------------------------------------------------------------------ -----------------------
Stephen H. Hamrick Trustee of Orbitex Group of Funds; Chairman, Carey Financial Corporation 0
since 1995 (broker-dealer); Chief Executive Officer, Wall Street Investors
Services (1994-1995)(retail brokerage firm); Senior Vice President,
PaineWebber, Inc. (1998-1994)(investment services).
- -------------------------- ------------------------------------------------------------------------------ -----------------------
John D. Morgan Trustee of Orbitex Group of Funds; Chairman and Director, CIBC Trust Company 0
since 1997 (trust management); Vice President, Midland Walwyn
(1990-1997)(investment banking).
- -------------------------- ------------------------------------------------------------------------------ -----------------------

<FN>
1/ Communications may be directed to the nominees in care of the
Administrator, 6000 Memorial Drive, Dublin, Ohio 43017.

2/ If elected, Mr. Stierwalt would be an interested person of the Funds in
light of his position with Orbitex Management, Inc., an affiliate of New
Advisor.

3/ As of November [ ], 1999.
</FN>
</TABLE>

VOTING. The enclosed proxy card permits Shareholders to vote for, or withhold
authority to vote for, all of the nominees to the Board of Trustees by checking
a single box, or to vote for, or withhold authority to vote for, each individual
nominee. Proxies cannot be voted for a greater number of persons than the number
of nominees named in this Proxy Statement. The persons named in the accompanying
proxy intend, in the absence of contrary instructions, to vote all proxies on
behalf of the Shareholders FOR the election of each nominee. The election of the
nominees or an individual nominee requires the affirmative vote of a majority of
shareholders entitled to vote.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH NOMINEE TO THE BOARD OF TRUSTEES.

VOTING INFORMATION

SHAREHOLDER VOTING AND QUORUM. Each share has identical voting rights.
Shareholders are entitled to one vote for each share and fractional votes for
fractional shares. At shareholder meetings, the holders of a majority of the
outstanding shares entitled to vote at the meeting (in person or by proxy)
constitutes a quorum. Shares represented by a properly executed proxy will be
voted in accordance with the instructions thereon, or if no specification is
made, the shares will be voted FOR the approval of the Proposals.

Abstentions and "broker non-votes" will not be counted for or against the
Proposals, but will be counted for purposes of determining whether a quorum is
present. Abstentions and broker non-votes will be counted as votes present for
purposes of determining the number of voting

<PAGE>

securities present at the Meeting, and will therefore have the effect of
counting against the Proposals.

ADJOURNMENT. In the event that sufficient votes in favor of the Proposals set
forth in the Notice of the Special Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than 60 days in
the aggregate to permit further solicitation of proxies with respect to the
Proposals. Any such adjournment will require the affirmative vote of a majority
of the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposals. They will vote against any such adjournment those proxies required to
be voted against the Proposals. The costs of any such additional solicitation
and of any adjourned session will be borne by CLS Advisers.

OTHER BUSINESS. The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.

PROXY SOLICITATIONS. The cost of the solicitation and the Meeting will be borne
by CLS Advisers. In addition to the solicitation of proxies by mail, the
Trustees, CLS Advisers, officers of the Trust, and officers and employees of the
Administrator may solicit proxies in person or by telephone. Employees of CLS
Advisers and the Administrator will not be compensated by the Trust for their
solicitation activities. Persons holding shares as nominees will, upon request,
be reimbursed by CLS Advisers for their reasonable expenses incurred in sending
soliciting materials to their principals.

INTEREST OF CERTAIN PERSONS. Mr. Stierwalt, a nominee to the Board of Trustees,
may have an interest in the approval of the New Agreements due to his position
with Orbitex Management, Inc., an affiliate of New Advisor. Messrs. Clarke,
Skalla and Clarke, who are "interested persons" of the Trust (within the meaning
of the 1940 Act) and current Trustees, may have an interest in the approval of
the New Agreements due to their position with CLS Advisors.

ADDITIONAL INFORMATION

DESCRIPTION OF THE TRUST AND THE FUNDS. The Trust was organized as a business
trust under Massachusetts law pursuant to a Declaration of Trust dated March 3,
1997. The Trust is governed by the Declaration of Trust, By-Laws and applicable
Massachusetts law. The Trust is an open-end management investment company
registered under the 1940 Act. The Trust is authorized to issue an unlimited
number shares of beneficial interest, with a par value of $0.10 per share, from
an unlimited number of series (funds) and classes of shares. Each Fund is a duly
organized and validly existing series of the Trust. Shares of the Trust have no
preference as to conversion, exchange, dividends, retirement or other features,
and have no preemptive rights.

<PAGE>

Information about the Trust's current executive officers is attached as Exhibit
D.

SHAREHOLDER MEETINGS AND PROPOSALS. The Trust is not required to hold annual
shareholder meetings, although special meetings of shareholders, such as this
Meeting, may be held under certain circumstances. Meetings may be held to vote
on the following matters, if requested in writing by the holders of not less
than 10% of the outstanding shares of the Fund: (i) removal of a Trustee or
Trustees of a Fund; (ii) approval or termination of investment advisory or
management contracts; (iii) termination or reorganization of the Trust; (iv)
amending the Declaration of Trust; and (v) with respect to any merger,
consolidation or sale of assets. The Trust will assist in shareholder
communications in such matters to the extent required by law. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a subsequent
meeting should send their written proposals to the Secretary of the Trust c/o
Mutual Funds Service Co., 6000 Memorial Drive, Dublin, Ohio 43017.

ELECTION AND TERM OF TRUSTEES. The Trust's affairs are supervised by the
Trustees under applicable Massachusetts law. Trustees of the Trust may be
elected by a majority vote of a quorum cast by written ballot at the regular
meeting of shareholders, if any, or at a special meeting held for that purpose.
Trustees also may be appointed by a majority of Trustees then holding office.
Trustees hold office until their successors are duly elected and qualified or
until their death, removal or resignation. Shareholders may remove a Trustee by
vote of a majority of the votes entitled to be cast for the election of trustees
and may elect a successor to fill a resulting vacancy. A Trustee elected thereby
serves for the balance of the term of the removed Trustee.

TRUSTEE AND SHAREHOLDER LIABILITY. Although under Massachusetts law shareholders
of a Massachusetts business trust could, under limited circumstances, be held
personally liable for the obligations of the trust, the Trust's Declaration of
Trust contains an express disclaimer of shareholder liability. In addition,
under the Declaration of Trust, the Trust will indemnify a shareholder for his
or her losses and expenses should the shareholder be held personally liable for
the obligations of the Trust. As a result, the likelihood that a shareholder
would be held personally liable for the obligations of the Trust is extremely
remote.

Generally, the obligations of the Trust or a Fund are not binding upon board
members individually, but only upon the assets and property of the Trust or
Fund. Although board members generally are not liable for errors arising from
proper exercise of their business judgment, nothing would protect a board member
against any liability arising from willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

FUND SERVICE PROVIDERS.

INVESTMENT ADVISER. CLS Advisers currently serves as the Funds' investment
adviser pursuant to an investment advisory agreements. Under the agreements, CLS
Advisers manages each Fund's assets within the limitations of its investment
policies and restrictions, and furnishes all services

<PAGE>

required for the transaction of Fund business, other than services which are
provided by the Fund's administrator, custodian, transfer agent, independent
accountants and legal counsel. During the Funds' last fiscal year, the Amerigo
Fund paid $135,471 to CLS Advisers for advisory services rendered and the
Clermont Fund paid $68,606 to CLS Advisers for advisory services rendered. The
agreements were approved by the sole initial shareholder of the Funds on [date].

CLS Advisers maintains its offices at 14747 California Street, Omaha, NE
68154-1979. CLS Advisers is controlled by W. Patrick Clarke through ownership of
voting common stock. Mr. Clarke, a director and the President of CLS Advisers,
is Chairman, President and a Trustee of the Trust.

FUND DISTRIBUTOR. CLS Distributors, Inc., 14747 California Street, Omaha, NE
68154, an affiliate of CLS Advisers, serves as distributor of Class C Shares of
the Funds. The Distributor receives 1.00% per year of average net asset value
(0.75% as a Rule 12b-1 fee and 0.25% as a service fee). Class N Shares are
self-distributed.

INDEPENDENT AUDITORS. At a meeting held on September 24, 1999, the Board of
Trustees selected KPMG LLP as the Trust's independent auditors for the fiscal
year ending April 30, 2000. Representatives from KPMG LLP are not expected to be
present at the Meeting, will have an opportunity to make a statement and will be
available to respond to questions.

OTHER SERVICE PROVIDERS. The Funds' administrator and transfer agent is Mutual
Funds Service Co., 6000 Memorial Drive, Dublin, Ohio, 43017. The Funds'
custodian is Firststar Bank, N.A., Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202.

OTHER INFORMATION

REPORTS TO SHAREHOLDERS. The Trust will furnish, without charge, a copy of the
most recent Annual Report to Shareholders of the Funds and the most recent
Semi-Annual Report succeeding such Annual Report, if any, on request. Requests
should be directed to the Trust, or by calling the Administrator at (800)
377-8796.

OBTAINING ADDITIONAL INFORMATION. Information about the Funds and the Trust,
including the Funds' prospectuses, statement of additional information, and
shareholder reports, may be obtained from the SEC by: reviewing and copying
documents in the SEC's Public Reference Room in Washington, D.C. (for
information call 1-800-SEC-0330); retrieving information from the SEC's web site
at HTTP://WWW.SEC.GOV; or requesting documents, upon payment of a duplicating
fee, by writing to SEC, Public Reference Section, Washington, D.C. 20549-6009.
To aid you in obtaining this information, the Trust's 1940 Act registration
number is 811-08095.

<PAGE>

SHAREHOLDER INQUIRIES. Shareholder inquiries may be addressed to the Trust in
writing c/o Mutual Funds Service Co., 6000 Memorial Drive, Dublin, Ohio 43017 or
by telephoning the Administrator at (800) 377-8796.

BENEFICIAL OWNERS. As of October 31, 1999, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of a Class of shares of a Fund:

- ------------------ ----------------------- ------------------ ------------------
NAME AND ADDRESS OF
FUND AND CLASS BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------ ----------------------- ------------------ ------------------

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

The current Trustees and officers beneficially own less than 1% of each Class of
shares of each Fund.

AUDIT COMMITTEE. The Trust has a standing audit committee of the Board of
Trustees compromised of H. Reese Hansen (Chairman), L. Merrill Bryan, Jr. and
Richard A. Zehnacker, all of whom are not "interested persons" of the Trust
(within the meaning of the 1940 Act). The audit committee met twice in the last
fiscal year to review the financial statements, audit fees, and the status of
the independent auditors' Year 2000 compliance. It is expected that the new
Board of Trustees will name the nominees who are not "interested persons"
(within the meaning of the 1940 Act) as members of the audit committee.

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

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE OVER THE INTERNET OR BY
TELEPHONE. PLEASE FOLLOW THE ENCLOSED INSTRUCTIONS TO USE THESE METHODS OF
VOTING.

<PAGE>

EXHIBIT A

FORM OF INVESTMENT ADVISORY AGREEMENT

Between
ORBITEX GROUP OF FUNDS II
on behalf of
THE AMERIGO FUND
and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC.

This Agreement is made the ____ day of December, 1999, by and between THE
AMERIGO FUND (the "Fund") a separate investment series of Orbitex Group of Funds
II, 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 New York (the "Advisor").

WITNESSETH:

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 Advisor 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 Advisor 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 Advisor may, at its expense, employ one or more subadvisers.
References herein to the Advisor shall include any subadviser employed by the
Advisor. Any agreement between the Advisor and a subadviser shall be subject to
the renewal, termination and amendment provisions of Section V

A-1

<PAGE>

hereof.

The Trust hereby retains the Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor 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
Advisor shall use its own judgment as to the implementation of its own
investment recommendations, including the Advisor'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 Advisor 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 Advisor 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

A-2

<PAGE>

execution, and supplemental research and statistical data. The use of such
discretion shall be subject to review by the 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
Advisor shall not be liable for any loss suffered by the Fund through the
exercise by the Advisor of that discretion unless the Advisor shall be; guilty
of gross negligence or willful misconduct.

II.

ADMINISTRATIVE RESPONSIBILITY

During the continuance of this Agreement, Advisor 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 Advisor shall pay the Fund's pro rata share of the cost and
expenses of the following

A-3

<PAGE>

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, officers and employees who are
affiliated persons, of the Advisor; and fees for supplementary advisory and
research services performed for the Advisor. 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 Funds 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.

IV.

COMPENSATION

The Fund shall pay the Advisor 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 Funds average daily net assets.

A-4

<PAGE>

(b) The amounts due the Advisor in payment of the Fee set forth, above. The
Fee will be accrued daily and shall be paid to the Advisor 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 majority of
the outstanding voting securities of the Fund or by the vote cast in person at
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 a of any such party; and (b) the Advisor 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 Advisor 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.

VI.

MISCELLANEOUS

(1) The Advisor shall not deal with the Fund as broker or dealer but the
Advisor 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 Advisor,
provided such company acts as broker and

A-5

<PAGE>

charges a commission that does not exceed the usual and customary broker's
commission if the sale is effected on a securities exchange, or, 11 percent 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 Advisor nor any officer or director of the Advisor
shall act as a principal.

(2) Except as expressly prohibited in this Agreement, nothing herein shall
in any way limit or restrict the Advisor, or any officers, shareholders or
employees of Advisor, from buying selling or trading in any security for its or
their own account. Neither the Advisor 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 Advisor
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 Advisor 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
Advisor's performance of this Agreement.

(4) The Advisor shall not be liable for any error or 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 Advisor in the performance of
its duties or from reckless disregard by the Advisor 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 issued 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 Advisor with all information concerning the
investment policies and restrictions of the Fund as the Advisor may from time to
time request or which the

A-6

<PAGE>

Trust deems necessary. In the event of any change in the investment policies or
restrictions of the Fund, the Trust will promptly provide Advisor 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.

(8) Except to the extent the provisions of this Agreement are govern led 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.

ORBITEX GROUP OF FUNDS II
On behalf of, THE AMERIGO FUND

Attest:_____________________ By:__________________________
Secretary

Clarke Lanzen Skalla Investment Firm, Inc.

Attest:_____________________ By:__________________________
Secretary W. Patrick Clarke, President

A-7

<PAGE>

EXHIBIT B

FORM OF INVESTMENT ADVISORY AGREEMENT

Between
ORBITEX GROUP OF FUNDS II
on behalf of
THE CLERMONT FUND
and
CLARKE LANZEN SKALLA INVESTMENT FIRM, INC.

This Agreement is made the ____ day of December, 1999, by and between THE
CLERMONT FUND (the "Fund") a separate investment series of ORBITEX GROUP OF
FUNDS II, 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 New York (the "Advisor").

WITNESSETH:

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 Advisor 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

B-1

<PAGE>

a subadviser shall be subject to the renewal, termination and amendment
provisions of Section V hereof.

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 Advisor 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 Advisor shall use its discretion as to when, and in which market,
the Fund's

B-2

<PAGE>

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 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 Advisor shall not be liable for any loss suffered by the Fund
through the exercise by the Advisor of that discretion unless the Advisor shall
be; guilty of gross negligence or willful misconduct.

II.

ADMINISTRATIVE RESPONSIBILITY

During the continuance of this Agreement, Advisor 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

B-3

<PAGE>

The Advisor 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, officers and
employees who are affiliated persons, of the Advisor; and fees for supplementary
advisory and research services performed for the Advisor. 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.

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

g. The Funds 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.

IV.

COMPENSATION

The Fund shall pay the Advisor 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

B-4

<PAGE>

Funds average daily net assets.

DURATION AND TERMINATION

VI.

MISCELLANEOUS

(1) The Advisor shall not deal with the Fund as broker or dealer but the
Advisor may

B-5

<PAGE>

enter orders for the purchase or sale of the Fund's securities through a company
or companies that are under common control with the Advisor, 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, 11 percent 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 Advisor nor any officer or
director of the Advisor shall act as a principal.

B-6

<PAGE>

(6) The Trust will provide the Advisor with all information concerning the
investment policies and restrictions of the Fund as the Advisor 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 Advisor 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.

(8) Except to the extent the provisions of this Agreement are govern led 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.

ORBITEX GROUP OF FUNDS II
On behalf of, THE CLERMONT FUND

Attest:_____________________ By:__________________________
Secretary

Clarke Lanzen Skalla Investment Firm, Inc.

Attest:_____________________ By:__________________________
Secretary W. Patrick Clarke, President

B-7

<PAGE>

EXHIBIT C

Executive Officers and Directors of New Advisor are listed below.

- ---------------------------------------- ---------------------------------------
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------------------------------- ---------------------------------------
Richard E. Stierwalt Chairman of the Board of Directors;
410 Park Avenue President, Chief Executive Officer,
New York, New York 10022 President and Director, Orbitex
Management, Inc.
- ---------------------------------------- ---------------------------------------
W. Patrick Clarke President
14747 California Street
Omaha, NE 68154-1979
- ---------------------------------------- ---------------------------------------
Randal D. Skalla Chief Investment Officer
14747 California Street
Omaha, NE 68154-1979
- ---------------------------------------- ---------------------------------------
Vali Nasr Treasurer; Chief Financial Officer;
410 Park Avenue Orbitex Financial Services Group, Inc.
New York, New York 10022
- ---------------------------------------- ---------------------------------------
M. Fyzul Khan Secretary; Legal Counsel, Orbitex
410 Park Avenue Management, Inc.
New York, New York 10022
- ---------------------------------------- ---------------------------------------

C-1

<PAGE>

EXHIBIT D

Current Executive Officers and Trustees of the CLS AdvisorOne Funds 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. Officers of the Trust will
serve in their respective positions until their successors are duly appointed
and qualified. The business address of each officer and Trustee is 14747
California Street, Omaha, NE 68154-1979.

- ------------------------------ -------------------------------------------------
Name and Age Positions Held and Business Experience

- ------------------------------ -------------------------------------------------
W. Patrick Clarke1/, 2/, 54 Trustee, Chairman and President, CLS AdvisorOne
Funds; President and Chief Executive Officer,
Clarke Lanzen Skalla Investment Firm, Inc.;
President and Trustee, CLS Distributors, Inc.
- ------------------------------ -------------------------------------------------
Randal D. Skalla1/, 37 Trustee and Vice President, CLS AdvisorOne Funds;
Vice President and Chief Investment Officer,
Clarke Lanzen Skalla Investment Firm, Inc.; Vice
President and Trustee, CLS Distributors, Inc.
- ------------------------------ -------------------------------------------------
Todd P. Clarke1/, 30 Trustee, Assistant Secretary and Assistant
Treasurer, CLS AdvisorOne Funds; Executive Senior
Vice President, Clark Lanzen Skalla Investment
Firm, Inc.; Secretary and Treasurer, CLS
Distributors, Inc.
- ------------------------------ -------------------------------------------------
H. Reese Hansen, [age] Trustee, Dean of Brigham Young University J.
Reuben Clark Law School
- ------------------------------ -------------------------------------------------
- ------------------------------ -------------------------------------------------
L. Merill Bryan, Jr., [age] Trustee, President and Chief Executive Officer,
Union Pacific Technologies, a computer and
telecommunications systems and services company.
- ------------------------------ -------------------------------------------------
- ------------------------------ -------------------------------------------------
Richard A. Zehnacker, [age] Trustee, President, First Data Resources, a
credit card processing company.
- ------------------------------ -------------------------------------------------
Susan Kineen, 48 Secretary and Treasurer, CLS AdvisorOne Funds;
Senior Vice President and Comptroller, Clark
Lanzen Skalla Investment Firm, Inc. (since April
1997); Comptroller, Omaha Community Playhouse
(December 1991 - February 1997).
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1/ Messrs. Clarke, Skalla and Clarke are "interested person" of the Trust
(within the meaning of 1940 Act) by virtue of affiliation with either the
Funds, the Trust or the current investment adviser.

2/ W. Patrick Clarke is Todd P. Clarke's father and H. Reese Hansen's
brother-in-law.

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