POTOMAC FUNDS, 497, 1999-12-07

POTOMAC FUNDS
497, 1999-12-07

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PROSPECTUS

[LOGO]

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

PLUS FUNDS SHORT FUNDS
Potomac OTC Plus Fund Potomac OTC/Short Fund
Potomac Dow 30-SM- Plus Fund Potomac Small Cap/Short Fund
Potomac Small Cap Plus Fund Potomac Internet/Short Fund
Potomac Internet Plus Fund Potomac U.S./Short Fund
Potomac U.S. Plus Fund

MONEY MARKET FUND
Potomac U.S. Government
Money Market Fund

LIKE SHARES OF ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
November 17, 1999

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TABLE OF CONTENTS

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Page
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OVERVIEW OF THE POTOMAC FUNDS............................... 2

THE POTOMAC FUNDS........................................... 3
Potomac OTC Funds........................................... 3
Potomac Dow 30-SM- Plus Fund................................ 3
Potomac Small Cap Funds..................................... 4
Potomac Internet Funds...................................... 5
Potomac U.S. Funds.......................................... 6
Investment Techniques and Policies.......................... 7
Risk Factors................................................ 7
Potomac U.S. Government Money Market Fund................... 10
Performance of The Potomac Funds............................ 11
Fees and Expenses of The Potomac Funds...................... 12

ABOUT YOUR INVESTMENT....................................... 14
Share Prices of The Potomac Funds........................... 14
Rule 12b-1 Fees............................................. 14
How to Invest in The Potomac Funds.......................... 15
How to Exchange Shares of The Potomac Funds................. 16
How to Sell Shares of The Potomac Funds..................... 17
Account and Transaction Policies............................ 18

ADDITIONAL INFORMATION...................................... 19
Management of The Funds..................................... 19
Distributions and Taxes..................................... 20
Year 2000................................................... 21
Master/Feeder Structure Option.............................. 21

FINANCIAL HIGHLIGHTS........................................ 22

MORE INFORMATION ON THE POTOMAC FUNDS....................... Back Cover
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OVERVIEW OF THE POTOMAC FUNDS

The Potomac Funds consist primarily of pairs of funds. Each pair consists
of one "plus" fund and one "short" fund. Each "plus" fund is designed to provide
a return that is greater than the return provided by its target index when the
value of the target index rises. Unlike traditional index funds, each "plus"
fund (except for the Potomac U.S. Plus Fund) seeks to provide a return that is
equal to 125% of the return of its target index. The Potomac U.S. Plus Fund
seeks to provide a return that is equal to 150% of the return of its target.
Each "short" fund is designed to provide investment results that are opposite of
the return of its target index.

As an example, each of the Potomac OTC Plus Fund and the Potomac OTC/Short
Fund is targeted to the Nasdaq 100 Index-TM- (Nasdaq 100 Index). If, for a given
period of time, the Nasdaq 100 Index gains 20%, the OTC Plus Fund is designed to
gain approximately 25% (which is equal to 125% of 20%), while the OTC/ Short
Fund is designed to lose 20%. Conversely, if the Nasdaq 100 Index loses 10%, the
OTC/Short Fund is designed to gain 10%, while the OTC Plus Fund is to designed
to lose 12.5%.

To achieve these results, the Potomac Funds use aggressive investment
techniques such as engaging in futures and options transactions. As a result,
the Potomac Funds are designed principally for experienced investors who intend
to follow an asset allocation strategy. There is no assurance that the Potomac
Funds will achieve their objectives.

The Potomac Funds also offer a money market fund which is designed to
provide stability of principal, liquidity and current income.

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THE POTOMAC FUNDS

POTOMAC OTC FUNDS

OBJECTIVES
The POTOMAC OTC PLUS FUND seeks to provide investment returns that
correspond to 125% of the performance of the Nasdaq 100 Index-TM-. If it is
successful in meeting its objective, the net asset value of OTC Plus Fund shares
should increase approximately one and a quarter as much as the Nasdaq 100 Index
when the aggregate prices of the securities in that index rise on a given day.
Conversely, the net asset value of shares of the OTC Plus Fund should decrease
approximately one and a quarter as much when the aggregate prices of the
securities in the Nasdaq 100 Index decline on that day.
The POTOMAC OTC/SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Nasdaq 100 Index. If
it is successful in meeting its objective, the net asset value of OTC/Short Fund
shares should increase in direct proportion to any decrease in the level of the
Nasdaq 100 Index. Conversely, the net asset value of shares in the OTC/Short
Fund should decrease in direct proportion to any increase in the level of the
Nasdaq 100 Index.

CORE INVESTMENTS
In attempting to achieve their objectives, the Potomac OTC Funds primarily
invest directly in the securities of the companies that comprise the Nasdaq 100
Index. In addition, the POTOMAC OTC PLUS FUND enters into long positions in
stock index futures contracts, options on stock index futures contracts and
options on securities and on stock indices to produce economically leveraged
investment results. The POTOMAC OTC/SHORT FUND also enters into short positions
in the securities of the companies that comprise the Nasdaq 100 Index, stock
index futures contracts, options on stock index futures contracts and options on
securities and on stock indices. On a day-to-day basis, the Funds hold U.S.
Government securities and repurchase agreements to collateralize these futures
and options contracts.

TARGET INDEX
The NASDAQ 100 INDEX-TM- is a capitalization-weighted index composed of
100 of the largest non-financial domestic companies listed on the National
Market tier of The Nasdaq Stock Market. All companies listed on the index have a
minimum market capitalization of $500 million and an average daily trading
volume of at least 100,000 shares. The Nasdaq 100 Index was created in 1985. The
Nasdaq Stock Market is not a sponsor of, or in any way affiliated with, the
Potomac Funds.

POTOMAC DOW 30-SM- PLUS FUND

OBJECTIVE
The POTOMAC DOW 30-SM- PLUS FUND seeks daily investment results that
correspond to 125% of the performance of the Dow Jones Industrial Average-SM-
(Dow). If it is successful in meeting its objective, the net asset value of Dow
30 Plus Fund shares should increase approximately one and a quarter as much as
the

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Dow when the aggregate prices of the securities that comprise the Dow rise on a
given day. Conversely, the net asset value of shares of the Dow 30 Plus Fund
should decrease approximately one and a quarter as much when the aggregate
prices of the securities in the Dow decline on that day.
The Potomac Dow 30 Plus Fund's investment objective is not a fundamental
policy and may be changed by the Potomac Funds' Board of Trustees without
shareholder approval.

CORE INVESTMENTS
In attempting to achieve its objective, the Potomac Dow 30 Plus Fund
primarily invests directly in the securities of the companies that comprise the
Dow. In addition, the POTOMAC DOW 30-SM- PLUS FUND enters into long positions in
stock index futures contracts, options on stock index futures contracts and
options on securities and on stock indices to produce economically leveraged
investment results. The Fund also may invest in DIAMONDS, which are
publicly-traded index securities based on the Dow. This allows the Fund to
invest in a portfolio of securities consisting of all of the component common
stocks of the Dow. On a day-to-day basis, the Fund holds U.S. Government
securities and repurchase agreements to collateralize these futures and options
contracts.

TARGET INDEX
The DOW JONES INDUSTRIAL AVERAGE-SM- consists of 30 of the most widely
held and actively traded stocks listed on the U.S. stock markets. The stocks in
the Dow represent companies that typically are dominant firms in their
respective industries. Dow Jones, Dow Jones Industrial Average-SM-, DJIA-SM-,
and Dow 30-SM- are service marks of Dow Jones & Company, Inc. Dow Jones has no
relationship to the Potomac Funds, other than the licensing of those service
marks for use in connection with the Funds' materials. Dow Jones does not
sponsor, endorse, sell or promote any of the Potomac Funds.

POTOMAC SMALL CAP FUNDS

OBJECTIVES
The POTOMAC SMALL CAP PLUS FUND seeks to provide investment returns that
correspond to 125% of the performance of the Russell 2000-Registered Trademark-
Index (Russell 2000 Index). If it is successful in meeting its objective, the
net asset value of Small Cap Plus Fund shares should increase approximately one
and a quarter as much as the Russell 2000 Index when the aggregate prices of the
securities in that index rise on a given day. Conversely, the net asset value of
shares of the Small Cap Plus Fund should decrease approximately one and a
quarter as much when the aggregate prices of the securities in the Russell 2000
Index decline on that day.
The POTOMAC SMALL CAP/SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Russell 2000 Index. If
it is successful in meeting its objective, the net asset value of Small
Cap/Short Fund shares should increase in direct proportion to any decrease in
the level of the Russell 2000 Index. Conversely, the net asset value of shares
in the Small Cap/Short Fund should decrease in direct proportion to any increase
in the level of the Russell 2000 Index.
The Potomac Small Cap Funds' investment objectives are not fundamental
policies and may be changed by the Potomac Funds' Board of Trustees without
shareholder approval.

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CORE INVESTMENTS
In attempting to achieve their objectives, the Potomac Small Cap Funds
primarily invest directly in the securities of the companies that comprise the
Russell 2000 Index. In addition, the POTOMAC SMALL CAP PLUS FUND enters into
long positions in stock index futures contracts, options on stock index futures
contracts and options on securities and on stock indices to produce economically
leveraged investment results. The POTOMAC SMALL CAP/SHORT FUND also enters into
short positions in securities of companies that comprise the Russell 2000 stock
index futures contracts, options on stock index futures contracts and options on
securities and on stock indices. On a day-to-day basis, the Funds hold U.S.
Government securities and repurchase agreements to collateralize these futures
and options contracts.

TARGET INDEX
The RUSSELL 2000-REGISTERED TRADEMARK- INDEX is comprised of the smallest
2000 companies in the Russell 3000 Index. As of May 31, 1999, the average market
capitalization of the companies included in the Russell 2000 was approximately
$526.4 million. That compares to $4.4 billion for the Russell 3000. The smallest
2000 companies represent approximately 8% of the total market capitalization of
the Russell 3000. The Frank Russell Company is not a sponsor of, or in any way
affiliated with, the Potomac Funds.

POTOMAC INTERNET FUNDS

OBJECTIVES
The POTOMAC INTERNET PLUS FUND seeks to provide investment results that
correspond to 125% of the performance of the Dow Jones Composite Internet
Index-TM- (Internet Index). If it is successful in meeting its objective, the
net asset value of Internet Plus Fund shares should increase approximately one
and a quarter as much as the Internet Index when the aggregate prices of the
securities in that index rise on a given day. Conversely, the net asset value of
shares of the Internet Plus Fund should decrease approximately one and a quarter
as much when aggregate prices of the securities in the Internet Index decline on
that day.
The POTOMAC INTERNET/SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Internet Index. If it
is successful in meeting its objective, the net asset value of Internet/Short
Fund shares should increase in direct proportion to any decrease in the level of
the Internet Index. Conversely, the net asset value of shares in the
Internet/Short Fund should decrease in direct proportion to any increase in the
level of the Internet Index.
The Potomac Internet Funds' investment objectives are not fundamental
policies and may be changed by the Potomac Funds' Board of Trustees without
shareholder approval.

CORE INVESTMENTS
In attempting to achieve their objectives, the Potomac Internet Funds
primarily invest directly in the securities of the companies that comprise the
Internet Index. In addition, POTOMAC INTERNET PLUS FUND enters into long
positions in stock index futures contracts, options on stock index futures
contracts and options on securities and on stock indices to produce economically
leveraged investment results. The POTOMAC INTERNET/ SHORT FUND also enters into
short positions in the securities of the companies that comprise the Internet
Index, stock index futures contracts, options on stock index futures contracts
and options on securities and

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on stock indices. On a day-to-day basis, the Funds hold U.S. Government
securities and repurchase agreements to collateralize these futures and options
contracts.

TARGET INDEX
The DOW JONES COMPOSITE INTERNET INDEX-SM- is a modified
capitalization-weighted index designed to track the performance of companies
that are involved in Internet related activities. The Internet Index tracks 40
e-commerce and Internet services companies that generate at least 50% of their
revenues from the Internet and have a three-month average market capitalization
of at least $100 million. Dow Jones and Dow Jones Composite Internet Index are
service marks of Dow Jones & Company, Inc. Dow Jones has no relationship to the
Potomac Funds, other than the licensing of the Internet Index for use in
connection with the Potomac Funds' materials. Dow Jones does not sponsor,
endorse, sell or promote any of the Potomac Funds.

POTOMAC U.S. FUNDS

OBJECTIVES
The POTOMAC U.S. PLUS FUND seeks to provide investment returns that
correspond to 150% of the performance of the Standard & Poor's 500 Composite
Stock Price Index-TM- (S&P 500 Index). If it is successful in meeting its
objective, the net asset value of U.S. Plus Fund shares should increase
approximately one and a half as much as the S&P 500 Index when the aggregate
prices of the securities in that index rise on a given day. Conversely, the net
asset value of shares of the U.S. Plus Fund should decrease approximately one
and a half as much when the aggregate prices of the securities in the S&P 500
Index decline on that day.
The POTOMAC U.S./SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the S&P 500 Index. If it
is successful in meeting its objective, the net asset value of U.S./Short Fund
shares should increase in direct proportion to any decrease in the level of the
S&P 500 Index. Conversely, the net asset value of shares in the U.S./Short Fund
should decrease in direct proportion to any increase in the level of the S&P 500
Index.

CORE INVESTMENTS
Unlike traditional index funds, the Potomac U.S. Funds do not invest
directly in the securities of the companies that comprise the S&P 500 Index.
Rather, the POTOMAC U.S. PLUS FUND invests significantly in Standard & Poor's
Depositary Receipts (SPDRs), which are publicly-traded index securities based on
the S&P 500 Index. This allows the Fund to invest in a portfolio of securities
consisting of all of the component common stocks of the S&P 500 Index. The Fund
also enters into long positions in stock index futures contracts, options on
stock index futures contracts and options on securities and on stock indices to
produce economically leveraged investment results. The POTOMAC U.S./SHORT FUND
enters into short positions in SPDRs, options on stock index futures contracts
and options on securities and on stock indices. On a day-to-day basis, the Funds
hold U.S. Government securities and repurchase agreements to collateralize these
futures and options contracts.

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TARGET INDEX
The STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX-TM- is a
capitalization-weighted index composed of 500 common stocks. Standard & Poor's
selects the 500 stocks comprising the S&P 500 Index on the basis of market
values and industry diversification. Most of the stocks in the S&P 500 Index are
issued by the 500 largest companies, in terms of the aggregate market value of
their outstanding stock, and generally are listed on the New York Stock
Exchange. Standard & Poor's is not a sponsor of, or in any way affiliated with,
the Potomac Funds.

INVESTMENT TECHNIQUES AND POLICIES
Rafferty Asset Management, LLC (Rafferty), the investment advisor to each
Potomac Fund, uses a number of investment techniques in an effort to achieve the
stated goal for each Potomac Fund. For the Potomac Plus Funds, Rafferty attempts
to magnify the returns of each Plus Fund's target index while the Short Funds
are managed to provide returns inverse (opposite) of each Short Fund's target
index. Rafferty generally does not use fundamental securities analysis to
accomplish such correlation. Rather, Rafferty primarily uses statistical and
quantitative analysis to determine the investments each Potomac Fund makes and
techniques it employs. As a consequence, if a Fund is performing as designed,
the return of the target index will dictate the return for that Fund.
Each Potomac Plus Fund invests significantly in futures contracts on stock
indexes, options on futures contracts and financial instruments such as options
on securities and stock indexes options. Rafferty uses these types of
investments to produce economically "leveraged" investment results. Leveraging
allows Rafferty to generate a return that is larger than what would be generated
on the invested capital without leverage, thus changing small market movements
into larger changes in the value of the investments of a Plus Fund.
While Rafferty attempts to minimize any "tracking error" (the statistical
measure of the difference between the investment results of the Fund and the
performance of its benchmark), certain factors will tend to cause a Fund's
investment results to vary from the stated objective. Rafferty, however, does
not expect that a Fund's total returns will vary from its objective by more than
10% over a twelve-month period.
It is the policy of each Potomac Fund to pursue its investment objective
regardless of market conditions and not to take defensive positions. A Fund will
not adopt defensive positions by investing in cash or other instruments in
anticipation of an adverse climate for its target index. However, because it may
be difficult for a Fund to achieve its stated investment objective with less
than $5 million in assets, Rafferty may invest the assets of the Potomac Dow 30
Plus Fund, the Potomac Small Cap/Short Fund and the Potomac Internet Funds in
short-term U.S. Government securities until the level of net assets is
sufficient to permit investment in the appropriate investments. As a result,
those Funds may not achieve their investment objectives during this period. To
find out if a Fund has sufficient assets to invest to attempt to meet its
objective, you may call (888) 976-8662.

RISK FACTORS
An investment in the Funds entails risks. The Funds could lose money, or
their performance could trail that of other investment alternatives. Rafferty
cannot guarantee that any of the Funds will achieve its

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objective. In addition, the Funds present some risks not traditionally
associated with most mutual funds. It is important that investors closely review
and understand these risks before making an investment in the Funds. These and
other risks are described below.

RISKS OF INVESTING IN EQUITY SECURITIES AND DERIVATIVES
The Funds may invest in publicly issued equity securities, including
common stocks, as well as instruments that attempt to track the price movement
of stock indices. Investments in common stocks and derivatives in general are
subject to market risks that may cause their prices to fluctuate over time.
Fluctuations in the value of common stocks in which the Funds invest will cause
the net asset value of the Funds to fluctuate.

RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES
The Funds use investment techniques that may be considered aggressive.
Risks associated with the use of futures contracts, and options on securities,
securities indices, and on futures contracts include potentially dramatic price
changes (losses) in the value of the instruments and imperfect correlations
between the price of the contract and the underlying security or index. These
instruments may increase the volatility of the Funds and may involve a small
investment of cash relative to the magnitude of the risk assumed. Investors
should be aware that while index futures and options contracts closely correlate
with the applicable indices over long periods, shorter-term deviations occur. As
a result, a Fund's short-term performance will reflect such deviation from its
benchmark.

LEVERAGE RISK
Each Potomac Plus Fund employs leveraged investment techniques. Use of
leverage can magnify the effects of changes in the value of these Plus Funds and
makes them more volatile. The leveraged investment techniques that these Funds
employ should cause investors in these Funds to lose more money in adverse
environments.

INVERSE CORRELATION RISK
Each Potomac Short Fund is negatively correlated to its target index and
should lose money when its target index rises -- a result that is the opposite
from traditional equity mutual funds.

RISK OF POOR TRACKING
While Rafferty does not expect that the return of any of the Funds will
deviate adversely from their respective investment objectives by more than 10%,
several factors may affect a Fund's ability to achieve its target. As a
consequence, there can be no guarantee that the Funds will be able to achieve
this level of correlation. A failure to achieve a high degree of correlation may
prevent a Fund from achieving its investment goal.

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RISK OF TRADING HALTS
In certain circumstances, an exchange may halt trading in securities held
by a Fund. If such trading halts are instituted at the close of a trading day, a
Fund will not be able to execute purchase or sales transactions in the specific
option or futures contracts affected. In such an event, a Fund also may be
unable to accurately price its outstanding contracts. If a Fund is affected by
such a halt, it may reject investors' orders for purchases, redemptions, or
exchanges received earlier during the business day.

RISK OF EARLY CLOSING
The normal close of trading of securities listed on the Nasdaq and NYSE is
4:00 p.m. Eastern time. Unanticipated early closings may result in a Fund being
unable to sell or buy securities on that day. If an exchange closes early on a
day when one or more of the Funds needs to execute a high volume of securities
trades late in the trading day a Fund might incur substantial trading losses.

HIGH PORTFOLIO TURNOVER
Rafferty expects a significant portion of the Potomac Funds' assets to
come from professional money managers and investors who use the Funds as part of
"asset allocation" and "market timing" investment strategies. These strategies
often call for frequent trading to take advantage of anticipated changes in
market conditions. Frequent trading could increase the rate of the Funds'
portfolio turnover, forcing realization of substantial capital gains and losses
and increasing transaction expenses. In addition, while Rafferty does not expect
it, large movements of assets into and out of the Funds may negatively impact
their abilities to achieve their investment objectives or their level of
operating expenses.

RISK OF NON-DIVERSIFICATION
The Funds (except the Money Market Fund) are non-diversified, which means
that they may invest a high percentage of their assets in a limited number of
securities. Since the Funds' are non-diversified, their net asset values and
total returns may fluctuate more or fall greater in times of weaker markets than
a diversified mutual fund.

RISKS OF INVESTING IN INTERNET COMPANIES
The Potomac Internet Funds concentrate their investments in Internet
companies. In addition, the OTC Funds may invest a substantial portion of their
assets in Internet companies listed on the Nasdaq 100 Index. The market prices
of Internet-related stocks tend to exhibit a greater degree of market risk and
sharp price fluctuations than other types of investments. These stocks may fall
in- and out-of-favor with investors rapidly, which may cause sudden selling and
dramatically lower market prices. Internet stocks also may be affected adversely
by changes in technology, consumer and business purchasing patterns, government
regulation and/or obsolete products or services. In addition, a rising interest
rate environment tends to negatively affect Internet companies. Those Internet
companies having high market valuations may appear less attractive to investors,
which may cause sharp decreases in the companies' market prices. Further, those
Internet companies seeking to finance their expansion would have increased
borrowing costs, which

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may negatively impact their earnings. As a result, these factors may negatively
affect the performance of the Internet Index and the Nasdaq 100 Index.

RISKS OF INVESTING IN SMALL CAPITALIZATION COMPANIES
Investing in the securities of small capitalization companies involves
greater risks and the possibility of greater price volatility than investing in
larger capitalization and more established companies. Smaller companies may have
limited operating history, product lines, and financial resources, and the
securities of these companies may lack sufficient market liquidity. Any of these
factors may negatively impact the performance of the Russell 2000 Index.

POTOMAC U.S. GOVERNMENT MONEY MARKET FUND

OBJECTIVES
The POTOMAC U.S. GOVERNMENT MONEY MARKET FUND seeks to provide security of
principal, current income and liquidity.

CORE INVESTMENTS
The POTOMAC U.S. GOVERNMENT MONEY MARKET FUND seeks to achieve these
objectives by investing in high quality, U.S. dollar-denominated short-term
obligations that have been determined by the Board of Trustees or by Rafferty to
present minimal credit risk. The Fund invests exclusively in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements that are fully collateralized by such obligations.

INVESTMENT TECHNIQUES AND POLICIES
In order to maintain a stable share price, the Fund maintains an average
dollar-weighted maturity of 90 days or less. Securities purchased by the Fund
generally have remaining maturities of 397 days or less, although instruments
subject to repurchase agreements may bear longer final maturities. The average
dollar-weighted maturity of the Fund will not exceed 90 days.

RISK FACTORS

- The yield paid by the Fund is subject to changes in interest rates. As a
result, there is risk that a decline in short-term interest rates would
lower its yield and the overall return on your investment.

- Although the Fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the Fund.

- Your investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government institution.

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PERFORMANCE OF THE POTOMAC FUNDS

The bar charts and the tables below illustrate the annual performance for
the shares of the U.S. Plus Fund, U.S./Short Fund, OTC Plus Fund, OTC/Short Fund
and the U.S. Government Money Market Fund for the calendar year ended
December 31, 1998. The tables below provide some indication of the risks of an
investment in these Funds by comparing their performance with a broad measure of
market performance and by illustrating their highest and lowest quarterly
returns during the calendar year 1998. Because this information is based on past
performance, it's not a guarantee of future results.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<S> <C>
U.S. Plus Fund 34.60%
U.S./Short Fund -23.13%
OTC Plus Fund 104.22%
OTC/Short Fund -52.99%
U.S. Government Money Market Fund 4.33%
</TABLE>

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The total return from January 1, 1999 to September 30, 1999 for the U.S. Plus
Fund, the U.S./Short Fund, the OTC Plus Fund, the OTC/ Short Fund and the U.S.
Government Money Market Fund was 2.94%, -1.95%, 36.03%, -32.80% and 2.88%,
respectively.

During the calendar year 1998, the highest and lowest return of the Funds
for a quarter during the period of the bar chart was as follows:

<TABLE>
<CAPTION>
FUND HIGHEST QUARTERLY RETURN (%) LOWEST QUARTERLY RETURN (%)
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<S> <C> <C>
OTC Plus Fund 43.44 (4th quarter) 0.08 (3rd quarter)
OTC/Short Fund -4.51 (3rd quarter) -27.97 (4th quarter)
U.S. Plus Fund 31.88 (4th quarter) -17.38 (3rd quarter)
U.S./Short Fund 11.00 (3rd quarter) -17.52 (4th quarter)
U.S. Government Money Market Fund 1.10 (2nd quarter) 0.97 (4th quarter)
</TABLE>

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The table below shows what the Funds' average annual total returns would
equal if you average out actual performance over various lengths of time.

AVERAGE ANNUAL RETURNS (for the periods ended December 31, 1998):

<TABLE>
<CAPTION>
FUND ONE YEAR (%) SINCE INCEPTION (%) INCEPTION DATES
- ----------------------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
OTC Plus Fund 104.22 64.84 October 20, 1997
Nasdaq 100 Index** 85.31 54.95 October 20, 1997

OTC/Short Fund -52.99 -43.26 October 16, 1997
Nasdaq 100 Index** 85.31 53.05 October 16, 1997

U.S. Plus Fund 34.60 30.42 October 20, 1997
S&P 500 Index* 26.67 25.33 October 20, 1997

U.S./Short Fund -23.13 -24.46 November 7, 1997
S&P 500 Index* 26.67 29.77 November 7, 1997

U.S. Government Money Market
Fund 4.33 4.33 October 20, 1997
</TABLE>

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* The S&P 500 is an unmanaged index of 500 U.S. stocks and gives a
broad look at how 500 of the largest companies in aggregate market
value have performed.
** The Nasdaq 100 is an unmanaged index composed of 100 of the largest
non-financial domestic companies with a minimum market capitalization
of $500 million and an average daily trading volume of at least
100,000 shares.

FEES AND EXPENSES OF THE POTOMAC FUNDS

The tables below describe the fees and expenses that you may pay if you
buy and hold shares of the Funds. The expenses below for the U.S. Funds, OTC
Funds, Small Cap Plus Fund and Money Market Fund are based on actual expenses.
For the Internet Funds, Dow 30 Plus Fund and the Small Cap/Short Fund, the
expenses below are based on estimated expenses.

SHAREHOLDER FEES (fees paid directly from your investment)

<TABLE>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a % of
offering price)*.......................................... None
Maximum Deferred Sales Charge (as a % of original purchase
price or sales proceeds, whichever is less)............... None
Wire Redemption Fee......................................... $12.00
</TABLE>

- ---------------------------------------------------------------
12
<PAGE>
ANNUAL OPERATING EXPENSES (expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
OTC PLUS DOW 30 PLUS+ SMALL CAP PLUS INTERNET PLUS+ U.S. PLUS
-------- ------------ -------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Management Fees 0.75 0.75 0.75 0.75 0.75
Distribution (12b-1) Fees# 0.08 0.00 0.07 0.00 0.00
Other Expenses* 0.67 0.75 0.68 0.75 0.77
---- ---- ---- ---- ----
Total Annual Operating Expenses* 1.50 1.50 1.50 1.50 1.52
Fee Waiver and/or Reimbursement* 0.00 0.00 0.00 0.00 0.02
---- ---- ---- ---- ----
Net Expenses 1.50 1.50 1.50 1.50 1.50
==== ==== ==== ==== ====
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP/ INTERNET/ MONEY MARKET
OTC/SHORT SHORT+ SHORT+ U.S./SHORT FUND
--------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Management Fees 0.90 0.90 0.90 0.90 0.50
Distribution (12b-1) Fees# 0.00 0.00 0.00 0.00 None
Other Expenses* 0.97 1.21 1.02 1.00 0.70
---- ---- ---- ---- ----
Total Annual Operating Expenses* 1.87 2.11 1.92 1.90 1.20
Fee Waiver and/or Reimbursement* 0.22 0.46 0.27 0.25 0.20
---- ---- ---- ---- ----
Net Expenses 1.65 1.65 1.65 1.65 1.00
==== ==== ==== ==== ====
</TABLE>

- ------------------------
* Rafferty Asset Management, Inc. has contractually agreed to reimburse the
Funds for Other Expenses through August 31, 2002 to the extent that Total
Annual Fund Operating Expenses exceed 1.50% for the Plus Funds, 1.65% for the
Short Funds and 1.00% for the Money Market Fund. If overall expenses fall
below these percentage limitations, then the Funds may reimburse Rafferty
within the following three years.
+ Based on estimated expenses to be incurred in the first year of operations.
# The Board of Trustees has authorized payment by each Fund (except the Money
Market Fund) of Rule 12b-1 fees of an amount equal to the difference between a
Fund's Total Annual Operating Expenses and the contractual limit on Total
Annual Operating Expenses of 1.50% for the Plus Funds and 1.65% for the Short
Funds.

EXPENSE EXAMPLE:
The table below is intended to help you compare the cost of investing in
the Potomac Funds with the cost of investing in other mutual funds. The table
shows what you would have paid if you invested $10,000 in each Fund over the
periods shown and then redeemed all your shares at the end of those periods. It
also assumes that your investment has a 5% return each year and the operating
expenses remain the same through the first year. The expenses shown for the
first and third years are calculated based on the Net Expenses shown above,
taking into account any fee waivers and expense reimbursements. For the other
years, the expenses are based on Total Annual Operating Expenses. Because the
Potomac Dow 30 Plus Fund, Potomac Internet Funds, and the Potomac Small
Cap/Short Fund were not operational during the prior

- --------------------------------------------------------------------------------
13
<PAGE>
fiscal year, expenses for 5 Years and 10 Years are not required to be shown.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OTC Plus................................... $153 $474 $ 818 $1,791
OTC/Short.................................. $168 $520 $1,011 $2,190
Dow 30 Plus................................ $153 $474 n/a n/a
Small Cap Plus............................. $153 $474 $ 818 $1,791
Small Cap/Short............................ $168 $520 n/a n/a
Internet Plus.............................. $153 $474 n/a n/a
Internet/Short............................. $168 $520 n/a n/a
U.S. Plus.................................. $153 $474 $ 829 $1,813
U.S./Short................................. $168 $520 $1,026 $2,222
U.S. Government Money Market............... $102 $318 $ 660 $1,445
</TABLE>

- --------------------------------------------------------------------------------
ABOUT YOUR INVESTMENT

SHARE PRICES OF THE POTOMAC FUNDS
A Fund's share price is known as its net asset value (NAV). For all of the
Funds except the U.S. Government Money Market Fund, the share prices are
calculated fifteen minutes after the close of regular trading, usually at 4:15
pm Eastern time, each day the New York Stock Exchange (NYSE) is open for
business. The U.S. Government Money Market Fund's share price is calculated at
1:15 pm Eastern time each day the NYSE and Federal Bank of New York are open.
Share price is calculated by dividing a Fund's net assets by its shares
outstanding. The Funds use the following methods to price securities held in
their portfolios:

- equity securities, OTC securities, options and futures are valued at their
last sales price, or if not available, the average of the last bid and ask

- options on futures are valued at their closing price

- short-term debt securities and money market securities are valued using
the "amortized" cost method

- securities for which a price is unavailable will be valued at fair value
estimates by the investment advisor under the supervision of the Board of
Trustees

RULE 12b-1 FEES
The Funds have adopted a distribution plan under Rule 12b-1. The plan
allows the Funds to pay distribution and sales fees for the sale of the Funds'
shares and for other shareholder services. Because these fees are paid out of
the Funds' assets on an on-going basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges.

- ---------------------------------------------------------------
14
<PAGE>
Under the plan, the fees may amount to up to 1.00% of that class' average
daily net assets. However, the Board has authorized each Fund to pay Rule 12b-1
fees of an amount equal to the difference between a Fund's Total Annual
Operating Expenses and the contractual limit on Total Annual Operating Expenses
of 1.50% for the Plus Funds and 1.65% for the Short Funds.

HOW TO INVEST IN THE POTOMAC FUNDS
You may invest in the Funds through traditional investment accounts,
individual retirement accounts (including Roth IRAs), self-directed retirement
plans or company sponsored retirement plans. Applications and description of any
services fees for retirement accounts are available directly from the Potomac
Funds. You may invest directly with the Funds or through certain brokers or
dealers. Any transaction effected through a broker or dealer may be subject to a
processing fee.

MINIMUM INVESTMENT
The minimum initial and subsequent investments set forth below may be
invested in as many of the Potomac Funds as you wish. However, you must invest
at least $1,000 in any one of the Funds. For example, if you decide to invest
$10,000 in three of the Funds, you may allocate your minimum initial investment
as $8,000, $1,000 and $1,000.

<TABLE>
<CAPTION>
MINIMUM INITIAL INVESTMENT SUBSEQUENT INVESTMENT
-------------------------- ---------------------
<S> <C> <C>
Regular Accounts $10,000 $1,000
Retirement Accounts $10,000 $ 0
</TABLE>

Rafferty may waive these minimum requirements at its discretion. Contact
Rafferty for further information.

PURCHASING SHARES
BY MAIL

- Complete and sign your Account Application.

- Tell us which Fund and the amount you wish to invest.

- Mail your check (payable to "Potomac Funds") along with the completed
Account Application to:

<TABLE>
<S> <C>
REGULAR MAIL EXPRESS/OVERNIGHT MAIL
Potomac Funds Potomac Funds
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 1993 Mutual Fund Services - 3rd Floor
Milwaukee, Wisconsin 53201-1993 615 East Michigan Street
Milwaukee, Wisconsin 53202
</TABLE>

- --------------------------------------------------------------------------------
15
<PAGE>
- Cash, credit cards, credit card checks and third-party checks will not be
accepted by the Funds.

- All purchases must be made in U.S. Dollars through a U.S. bank.

- If your check does not clear due to insufficient funds, you will be
charged a $25.00 fee.

- You will receive written confirmation by mail, but we do not issue share
certificates.

BY BANK WIRE TRANSFER

- Call the Potomac Funds' Transfer Agent at (800) 851-0511 to receive your
account number.

- Wire your payment through the Federal Reserve System as follows:

Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA number 0750-00022
For credit to Firstar Mutual Fund Services, LLC
Account Number 112-952-137
For further credit to the Potomac Funds
(Your name)
(Your account number)
(Name of Fund(s) to purchase)

- Your bank may charge a fee for such services.

- Once you have wired your investment, mail your completed and signed
Account Application to the Potomac Funds.

- Wire orders will only be accepted from 9:00 A.M. TO 3:40 P.M. Eastern
Time. The Fund will not accept and process any orders for that day
received after this time.

THROUGH BROKERS OR DEALERS

- Select brokers or dealers are authorized to offer shares.

- These brokers or dealers can help you complete the necessary paperwork,
mail your Account Application to the Potomac Funds and place your order to
purchase shares of the Funds.

HOW TO EXCHANGE SHARES OF THE POTOMAC FUNDS
You may exchange shares of your current Fund(s) for shares of the same
class of any other Potomac Fund without any charges. To make an exchange:

- Write or call the Potomac Funds' Transfer Agent.

- ---------------------------------------------------------------
16
<PAGE>
- Provide your name, account number, which Funds are involved, and the
number, percentage or dollar value of shares to be exchanged.

- The Funds can only honor exchanges between accounts registered in the same
name and having the same address and taxpayer identification number.

- You must exchange at least a $1,000 or, if your account value is less than
that, your entire account balance will be exchanged.

- You may exchange by telephone only if you selected that option on your
account application.

- You may place exchange orders by telephone between 9:00 A.M. AND
3:40 P.M. Eastern time.

HOW TO SELL SHARES OF THE POTOMAC FUNDS
You may sell all or part of your investment in the Funds at the next
determined net asset value after we receive your order.

GENERALLY

- You normally will receive proceeds from any sales of Fund shares within
seven days from the time a Fund receives your request in good order.

- For investments that have been made by check, payment on sales requests
may be delayed until the Potomac Funds' Transfer Agent is reasonably
satisfied that the purchase payment has been collected by the Fund, which
may require up to 10 business days.

- Your proceeds will be sent to the address or wired to the bank listed on
your Account Application.

- Your request will be processed the same day if you call between 9:00 AM
AND 3:40 P.M. Eastern time (or 1:00 p.m. for the Money Market Fund).

BY TELEPHONE OR BY MAIL

- Call or write the Funds (see the address and telephone number above).

- You may only sell shares of the Funds by telephone if you selected that
option on your Account Application.

- Provide your name, account number, which Fund and the number, percentage
or dollar value of shares to sell.

BY WIRE TRANSFER

- Call the Potomac Funds.

- Provide your name, account number, which Fund and the number, percentage
or dollar value of shares to sell.

- --------------------------------------------------------------------------------
17
<PAGE>
- You must wire transfer at least $5,000.

- You will be charged a wire transfer fee of $12.00 in addition to any
charges imposed by your bank.

- Your proceeds will be wired only to the bank listed on your Account
Application.

THROUGH BROKERS OR DEALERS

- Select brokers or dealers can place your order to sell shares of the
Funds.

- Payment can be directed to your account normally within three business
days after a broker or dealer places your order.

ACCOUNT AND TRANSACTION POLICIES

ORDER POLICIES
You may buy and sell shares of the Funds at their NAV computed after your
order has been received in good order. Purchase and sell orders will be
processed the same day at that day's NAV if received by 3:40 p.m. Eastern Time
(or 1:00 p.m. for the Money Market Fund). The Fund will not accept and process
any orders for that day received after this time.
There are certain times when you may be unable to sell shares of the Funds
or proceeds may be delayed. This may occur during emergencies, unusual market
conditions or when the Funds cannot determine the value of its assets or sell
its holdings. The Funds reserve the right to reject any purchase order or
suspend offering of their shares.

TELEPHONE TRANSACTIONS
For your protection, the Funds may require some form of personal
identification prior to accepting your telephone request such as verification of
your social security number, account number or other information. We also may
record the conversation for accuracy. During times of unusually high market
activity or extreme market changes, you should be aware that it may be difficult
to place your request in a timely manner.

SIGNATURE GUARANTEES
In certain instances when you sell shares of the Funds, we will need your
signature guaranteed. Signatures guarantees may be available at your bank,
stockbroker or a national securities exchange. Your signature must be guaranteed
under the following circumstances:

- if your account registration or address has changed in the last 30 days

- if the proceeds of your sale are mailed to an address other than the one
listed with the Funds

- if the proceeds are payable to a third party

- if the sale is greater than $100,000

- ---------------------------------------------------------------
18
<PAGE>
- if the wire instructions on the account are being changed

- if there are other unusual situations as determined by the Funds' Transfer
Agent

LOW BALANCE ACCOUNTS
If your total account balance falls below $10,000, then we may sell your
shares of the Funds. We will inform you in writing 30 days prior to selling
shares. If you do not bring your total account balance up to $10,000 within 30
days, we may sell shares and send you the proceeds. We will not sell shares if
your account value falls due to market fluctuations.

MONEY MARKET FUND CHECKING POLICIES
You may write checks against your Money Market Fund account if you request
and complete a signature card. With these checks, you may sell shares of the
Fund simply by writing a check for at least $500. You may not write a check to
close your account. If you place a stop payment order on a check, we will charge
you $25.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISOR
Rafferty Asset Management, LLC (Rafferty) provides investment services to
the Funds. Rafferty attempts to manage the investment of the Funds' assets
consistent with their investment objectives, policies and limitations. Rafferty
has been managing mutual funds since June 1997 and has approximately $300
million assets under management as of October 1999. Rafferty is located at 1311
Mamaroneck Avenue, White Plains, New York 10605.
Under an investment advisory agreement between the Potomac Funds and
Rafferty, the Funds pay Rafferty the following fees at an annualized rate based
on a percentage of the Funds' daily net assets. The fees charged and the
contractual fees are the same.

<TABLE>
<CAPTION>
ADVISORY FEES CHARGED
---------------------
<S> <C>
Plus Funds 0.75
Short Funds 0.90
U.S. Government Money Market Fund 0.50
</TABLE>

PORTFOLIO MANAGEMENT
An investment committee of Rafferty employees headed by James T. Apple has
the day-to-day responsibility for managing the Potomac Funds. Mr. Apple has been
a Vice President of Rafferty since June 1997 and has been the Chief Investment
Officer of the Potomac Funds since the Funds' inception.

- --------------------------------------------------------------------------------
19
<PAGE>
Previously, Mr. Apple was portfolio manager for the Rydex OTC Fund from
February 1994 to May 1997. From December 1992 to December 1993, he was Director
of Investments for The Rushmore Funds, Inc.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS
Each Fund, except the Money Market Fund, distributes dividends from net
investment income annually. The Money Market Fund usually distributes dividends
from its net investment income monthly. Net investment income generally consists
of interest income and dividends received on investments, less expenses.
Each Fund, except the Money Market Fund, also distributes any realized net
capital gains annually. A Fund has capital gains when it sells its portfolio
assets for a profit. The tax consequences will vary depending on how long a Fund
has held the asset. Distributions of net gains on the sale of an asset held for
one year or less are taxed as ordinary income. Sales of assets held longer than
one year (long-term capital gains) are taxed at lower capital gains rates.
Dividends and net capital gains will be reinvested automatically at NAV
unless you request otherwise in writing. Normally, distributions are taxable
events for shareholders whether or not the distributions are received in cash or
reinvested.

TAXES
The following table illustrates the potential tax liabilities for taxable
accounts:

<TABLE>
<CAPTION>
TYPE OF TRANSACTION TAX STATUS*
- ------------------------------------------ ------------------------------------------
<S> <C>
Dividends Ordinary income rate
Short-term capital gains Ordinary income rate
Long-term capital gains Long-term capital gains rate
Sale or exchange of Fund shares owned for Long-term capital gains or losses (capital
more than one year gains rate)
Sale or exchange of Fund shares owned for Gains are taxed at the same rate as
less than one year ordinary income; losses are subject to
special rules
</TABLE>

- ------------------------
* Tax consequences for tax-deferred retirement accounts or non-taxable
shareholders may be different. You should consult your tax specialist for more
information about your personal situation.

If you are a non-retirement account holder, then each year, we will send
you a Form 1099 that tells you the amount of Fund distributions you received for
the prior calendar year, the tax status of these distributions and a list of
reportable sale transactions. Normally, distributions are taxable in the year
you receive them. However, any distributions declared in the last three months
of the year and paid in January of the following year generally are taxable as
if received on December 31 of the year they are declared.

- ---------------------------------------------------------------
20
<PAGE>
If you are a non-corporate shareholder and do not provide the Funds with
your correct taxpayer identification number (normally your social security
number), the Funds are required to withhold 31% of all dividends, other
distributions and sale proceeds payable to you. If you are otherwise subject to
backup withholding, we also are required to withhold and pay to the IRS 31% of
your distributions. Any tax withheld may be applied against your tax liability
when you file your tax return. You may be subject to a $50 fee for any penalties
imposed on the Funds by the IRS.

YEAR 2000
The Funds could be affected adversely if the computer systems used by
Rafferty, the Funds' other service providers, or companies in which the Funds
invest do not properly process and calculate information that relates to dates
beginning on January 1, 2000 and beyond. The Funds have received representations
from Rafferty and its other service providers regarding their readiness and
initiatives for the Year 2000 issue. However, due to the uncertainty of the Year
2000 issue and the Funds' reliance on various service providers to perform
essential functions, a Fund could have difficulty calculating its net asset
value, processing orders for share sales and delivering account statements and
other information to shareholders. There can be no assurance that these steps
taken by the Funds' service providers will be sufficient to avoid and adverse
impact.

MASTER/FEEDER STRUCTURE OPTION
The Funds may in the future operate under a master/feeder structure. This
means that each Fund would be a "feeder" fund that attempts to meet its
objective by investing all its investable assets in a "master" fund with the
same investment objective. The "master" fund would purchase securities for
investment. It is expected that any such investment company would be managed by
Rafferty in substantially the same manner as the Funds. If permitted by law at
that time, the Board of Trustees may approve the implementation of such a
structure for the Funds without seeking shareholder approval. However, the
Trustees' decision will be made only if the investments in the master funds are
in the best interests of the Funds and their shareholders. In making that
determination, the Trustees will consider, among other things, the benefits to
shareholders and/or the opportunity to reduce costs and achieve operational
efficiencies. You also will receive 30 days notice prior to the implementation
of the master/feeder structure.

- --------------------------------------------------------------------------------
21
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand each
Fund's financial performance since the Funds' commenced operation. The
information in the tables have been audited by PricewaterhouseCoopers LLP, the
Funds' independent accountants. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). Financial highlights are not
available for the Potomac Small Cap/Short Fund, the Potomac Dow 30 Plus Fund and
the Potomac Internet Funds because they have not commenced active operations.
More information about the Funds may be found in their Annual and Semi-Annual
Reports, which you may obtain upon request.

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
U.S. PLUS FUND U.S./SHORT FUND(6)
POTOMAC FUNDS -------------------------------------------- --------------------------------------------
YEAR ENDED OCTOBER 20, 1997(1) YEAR ENDED NOVEMBER 7, 1997(1)
AUGUST 31, 1999 TO AUGUST 31, 1998 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD........ $ 9.76 $ 10.00 $ 47.30 $ 50.00
----------- -------- ---------- ----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income
(loss)(4).................. 0.31 0.36 1.05 1.15
Net realized and unrealized
gain (loss) on
investments(7)............. 4.59 (0.58) (13.91) (3.85)
----------- -------- ---------- ----------
Total from investment
operations............. 4.90 (0.22) (12.86) (2.70)
----------- -------- ---------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment
income..................... -- (0.02) -- --
Distributions from realized
gains (0.10) -- (0.05) --
----------- -------- ---------- ----------
Total distributions (0.10) (0.02) (0.05) --
----------- -------- ---------- ----------
Net Asset Value, End of
Period..................... $ 14.56 $ 9.76 $ 34.39 $ 47.30
=========== ======== ========== ==========
TOTAL RETURN................. 50.38% (2.23%)(2) (26.77%) (5.40%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.... $16,472,869 $466,997 $4,392,851 $7,768,652
Ratio of net expenses to
average net assets:
Before expense
reimbursement............ 1.52% 2.52%(3) 1.90% 5.29%(3)
After expense
reimbursement............ 1.50% 1.50%(3) 1.64% 1.57%(3)
Ratio of net investment
income (loss) to average
net assets:
Before expense
reimbursement............ 2.32% 2.68%(3) 2.23% (0.46%)(3)
After expense
reimbursement............ 2.34% 3.70%(3) 2.49% 3.26%(3)
Portfolio turnover rate(5)... 0.00% 0.00% 0.00% 0.00%
</TABLE>

22
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
OTC PLUS FUND OTC/SHORT FUND(9)
POTOMAC FUNDS -------------------------------------------- --------------------------------------------
YEAR ENDED OCTOBER 20, 1997(1) YEAR ENDED OCTOBER 16, 1997(1)
AUGUST 31, 1999 TO AUGUST 31, 1998 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD........ $ 10.41 $ 10.00 $ 41.90 $ 50.00
----------- ---------- ----------- -----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income
(loss)(4).................. (0.23) (0.11) 0.39(8) 0.45(8)
Net realized and unrealized
gain (loss) on
investments(10)............ 14.48 0.52 (25.22) (8.55)
----------- ---------- ----------- -----------
Total from investment
operations............. 14.25 0.41 (24.83) (8.10)
----------- ---------- ----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income..................... -- -- -- --
Distributions from realized
gains...................... (0.06) -- (0.01) --
----------- ---------- ----------- -----------
Total distributions...... (0.06) -- (0.01) --
----------- ---------- ----------- -----------
NET ASSET VALUE, END OF
PERIOD..................... $ 24.60 $ 10.41 $ 17.06 $ 41.90
=========== ========== =========== ===========
TOTAL RETURN................. 137.18% 4.10%(2) (59.25%) (16.20%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.... $76,682,387 $7,680,546 $10,863,451 $19,168,538
Ratio of net expenses to
average net assets:
Before expense
reimbursement............ 1.50% 3.21%(3) 1.87% 3.70%(3)
After expense
reimbursement............ 1.50% 1.50%(3) 1.65%(6) 1.64%(3,6)
Ratio of net investment
income (loss) to average
net assets:
Before expense
reimbursement............ (1.16%) (2.84%)(3) 1.47% (0.74%)(3)
After expense
reimbursement............ (1.16%) (1.13%)(3) 1.69%(7) 1.32%(3,7)
Portfolio turnover rate(5)... 1,000.39% 2,324.63% 3,048.52% 3,346.25%
</TABLE>

(1)COMMENCEMENT OF OPERATIONS.
(2)NOT ANNUALIZED.
(3)ANNUALIZED.
(4)NET INVESTMENT INCOME (LOSS) PER SHARE REPRESENTS NET INVESTMENT INCOME
(LOSS) DIVIDED BY THE DAILY AVERAGE SHARES OF BENEFICIAL INTEREST OUTSTANDING
THROUGHOUT EACH PERIOD.
(5)PORTFOLIO TURNOVER RATIO IS CALCULATED WITHOUT REGARD TO SHORT-TERM
SECURITIES HAVING A MATURITY OF LESS THAN ONE YEAR. INVESTMENTS IN OPTIONS,
FUTURES CONTRACTS AND REPURCHASE AGREEMENTS ARE DEEMED SHORT-TERM SECURITIES.
(6)THE OPERATING EXPENSE RATIO EXCLUDED DIVIDENDS ON SHORT POSITIONS. THE RATIO
INCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31, 1999 AND
THE PERIOD ENDED AUGUST 31, 1998 WAS 1.74% AND 1.78%, RESPECTIVELY.
(7)THE NET INVESTMENT INCOME RATIO INCLUDED DIVIDENDS ON SHORT POSITIONS. THE
RATIO EXCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31, 1999
AND THE PERIOD ENDED AUGUST 31, 1998 WAS 1.78% AND 1.46%, RESPECTIVELY.
(8)NET INVESTMENT INCOME BEFORE DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED
AUGUST 31, 1999 AND THE PERIOD ENDED AUGUST 31, 1998 WAS $0.41 AND $0.50,
RESPECTIVELY.
(9)THE PER SHARE DATA REFLECTS A REVERSE STOCK SPLIT WHEREBY SHAREHOLDERS
RECEIVED 1 SHARE FOR EACH 5 SHARES HELD. THIS REVERSE SPLIT OCCURRED ON JUNE 7,
1999.
(10)THE AMOUNTS SHOWN MAY NOT CORRELATE WITH AGGREGATE GAINS AND LOSSES OF
PORTFOLIO SECURITIES DUE TO THE TIMING OF SUBSCRIPTIONS AND REDEMPTIONS OF FUND
SHARES.

23
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
SMALL CAP U.S. GOVERNMENT
PLUS FUND MONEY MARKET FUND
POTOMAC FUNDS --------------------- --------------------------------------------
FEBRUARY 22, 1999(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 1999 AUGUST 31, 1999 TO AUGUST 31, 1998
--------------------- ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD................ $ 10.00 $ 1.00 $ 1.00
---------- ----------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)..................... 0.18 0.04 0.04
Net realized and unrealized gain (loss) on
investments(6).................................... 0.92 -- --
---------- ----------- ----------
Total from investment operations................ 1.10 0.04 0.04
---------- ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income................ -- (0.04) (0.04)
Distributions from realized gains................... -- -- --
---------- ----------- ----------
Total distributions............................. -- (0.04) (0.04)
---------- ----------- ----------
NET ASSET VALUE, END OF PERIOD...................... $ 11.10 $ 1.00 $ 1.00
========== =========== ==========
TOTAL RETURN........................................ 11.00%(2) 3.89% 3.89%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period........................... $7,033,622 $50,222,733 $9,370,384
Ratio of net expenses to average net assets:
Before expense reimbursement...................... 1.50%(3) 1.20% 3.70%(3)
After expense reimbursement....................... 1.50%(3) 0.99% 1.00%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement...................... 3.03%(3) 3.68% 1.66%(3)
After expense reimbursement....................... 3.03%(3) 3.89% 4.36%(3)
Portfolio turnover rate(5).......................... 0.00% N/A N/A
</TABLE>

24
<PAGE>
MORE INFORMATION ON THE POTOMAC FUNDS

STATEMENT OF ADDITIONAL INFORMATION (SAI):
The Funds' SAI contains more information on the Funds and their investment
policies. The SAI is incorporated in this Prospectus by reference (it is legally
part of this Prospectus). A current SAI is on file with the Securities and
Exchange Commission (SEC).

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS:
The Funds' reports provide additional information on their investment
holdings, performance data and a letter discussing the market conditions and
investment strategies that significantly affected the Funds' performance during
that period.

CALL OR WRITE TO OBTAIN THE SAI OR FUND REPORTS FREE OF CHARGE:

<TABLE>
<S> <C>
Write to: Potomac Funds
P.O. Box 1993
Milwaukee, Wisconsin 53201-1993

Call: (800) 851-0511
</TABLE>

Copies of these documents and other information about the Funds are available
from the SEC Public Reference Room in Washington, D.C. The Public Reference
Room can be reached at (800) 732-0330 or by mailing a request, including a
duplicating fee to: SEC's Public Reference Section, 450 Fifth Street NW,
Washington, D.C. 20549-6009. You also may find information on the Funds at the
SEC's Internet website at http://www.sec.gov.

SEC File Number: 811-8243

<PAGE>
PROSPECTUS
November 17, 1999

[LOGO]

100 South Royal Street
Alexandria, Virginia 22319

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

POTOMAC FUNDS
STATEMENT OF ADDITIONAL INFORMATION

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

The Potomac Funds (the "Trust") is a management investment company, or mutual
fund, which offers to the public thirteen separate investment portfolios (the
"Funds"). The Funds are designed principally for experienced investors who
intend to follow an asset allocation strategy. The Funds are not designed for
inexperienced or less sophisticated investors. An important feature of the Trust
is that it primarily consists of pairs of Funds, each of which attempts to
provide results correlating to a specific index. The "plus" fund attempts to
provide investment results that correlate to its target index, while the "short"
fund attempts to provide investment results that are opposite of the return of
its target index. In particular, the following Funds seek investment results
that correspond over time to the following target indices:

FUND TARGET INDEX
Potomac U.S. Plus Fund 150% of the performance of the Standard & Poor's
500 Composite Stock Price Index(TRADEMARK)
Potomac U.S./Short Fund Inverse (opposite) of the Standard & Poor's 500
Composite Stock Price Index(TRADEMARK)
Potomac OTC Plus Fund 125% of the performance of the Nasdaq 100 Stock
Index(TRADEMARK)
Potomac OTC/Short Fund Inverse (opposite) of the Nasdaq 100 Stock
Index(TRADEMARK)
Potomac Dow 30(SERVICEMARK) 125% of the performance of the Dow Jones
Plus Fund Industrial Average(SERVICEMARK)
Potomac Dow 30(SERVICEMARK) Inverse (opposite) of the Dow Jones
/Short Fund Industrial Average(SERVICEMARK)
Potomac Internet Plus Fund 125% of the performance of the Dow Jones Composite
Internet Index(SERVICEMARK)
Potomac Internet/Short Fund Inverse (opposite) of the Dow Jones Composite
Internet Index(SERVICEMARK)
Potomac Japan Plus Fund 125% of the performance of the Nikkei 225 Stock
Average
Potomac Japan/Short Fund Inverse (opposite) of the Nikkei 225 Stock Average
Potomac Small Cap Plus Fund 125% of the performance of the Russell 2000 Index
Potomac Small Cap/Short Fund Inverse (opposite) of the Russell 2000 Index

The Trust also offers the Potomac U.S. Government Money Market Fund, which seeks
security of principal, current income and liquidity by investing primarily in
money market instruments issued or guaranteed, as to principal and interest, by
the U.S. Government, its agencies or instrumentalities. THE FUND SEEKS TO
MAINTAIN A CONSTANT $1.00 NET ASSET VALUE PER SHARE, ALTHOUGH THIS CANNOT BE
ASSURED. SHARES OF THIS FUND ARE NOT DEPOSITS OR OBLIGATIONS, OR GUARANTEED OR
ENDORSED BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN THIS FUND IS NEITHER INSURED NOR
GUARANTEED BY THE UNITED STATES GOVERNMENT.

This Statement of Additional Information dated November 17, 1999 is not a
prospectus. It should be read in conjunction with the Trust's Prospectus dated
November 17, 1999. A copy of the Prospectus is available, without charge, upon
request to the Trust at the address or telephone number above.

<PAGE>

TABLE OF CONTENTS
Page
----
THE POTOMAC FUNDS..............................................................3
CLASSIFICATION OF THE FUNDS....................................................3
INVESTMENT POLICIES AND TECHNIQUES.............................................4
American Depository Receipts ("ADRs").......................................4
Foreign Securities..........................................................4
Illiquid Investments and Restricted Securities..............................5
Indexed Securities..........................................................5
Investments in Other Investment Companies...................................6
Options, Futures and Other Strategies.......................................7
Repurchase Agreements......................................................14
Short Sales................................................................14
U.S. Government Securities.................................................15
Other Investment Risks and Practices.......................................16
Tracking Error.............................................................17
INVESTMENT RESTRICTIONS.......................................................18
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................22
MANAGEMENT OF THE TRUST.......................................................23
Trustees and Officers......................................................23
Five Percent Shareholders..................................................26
Investment Adviser.........................................................28
Fund Administrator, Fund Accountant, Transfer Agent and Custodian..........29
Distributor................................................................30
Distribution Plans.........................................................30
Independent Accountants....................................................31
DETERMINATION OF NET ASSET VALUE..............................................31
PURCHASES AND REDEMPTIONS.....................................................33
Retirement Plans...........................................................33
Redemptions by Telephone...................................................33
Redemption in Kind.........................................................33
Receiving Payment..........................................................33
EXCHANGE PRIVILEGE............................................................34
CONVERSION OF BROKER CLASS SHARES.............................................35
PERFORMANCE INFORMATION.......................................................35
Comparative Information....................................................36
Total Return Computations..................................................36
Yield Computations.........................................................38
SHAREHOLDER AND OTHER INFORMATION.............................................39
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES......................................40
Dividends and Other Distributions..........................................40
Taxes......................................................................40
FINANCIAL STATEMENTS..........................................................44

2
<PAGE>

THE POTOMAC FUNDS

The Trust is a Massachusetts business trust organized on June 6, 1997 and is
registered with the Securities and Exchange Commission ("SEC") as an open-end
management investment company under the Investment Company Act of 1940, as
amended ("1940 Act"). The Trust currently consists of thirteen separate series
to the public: the Potomac U.S. Plus Fund ("U.S. Plus Fund"), the Potomac
U.S./Short Fund ("U.S. Short Fund"), the Potomac OTC Plus Fund ("OTC Plus
Fund"), the Potomac OTC/Short Fund ("OTC/Short Fund"), the Potomac Dow
30(SERVICEMARK) Plus Fund ("Dow 30 Plus Fund"), the Potomac Dow 30SM/Short Fund
("Dow 30/Short Fund"), the Potomac Internet Plus Fund ("Internet Plus Fund"),
the Potomac Internet/Short Fund ("Internet Short Fund"), the Potomac Japan Plus
Fund ("Japan Plus Fund"), the Potomac Japan/Short Fund ("Japan Short Fund"), the
Potomac Small Cap Plus Fund ("Small Cap Plus"), the Potomac Small Cap/Short Fund
("Small Cap Short") and the Potomac U.S. Government Money Market Fund ("Money
Market Fund") (collectively, the "Funds"). The Trust may offer additional series
in the future.

Each Fund offers three classes of shares: the Investor Class, the Advisor Class
and the Broker Class. The Investor Class shares are designed for sale directly
for investors without a sales charge. The Advisor Class shares are made
available through investment advisers, bank, trust company or other authorized
representative without a sales charge but are subject to a 1.00% distribution
and service fee. The Broker Class shares are sold through brokers and dealers
and are subject to a 5% maximum contingent deferred sales charge ("CDSC")
declining over a six-year period.

The Funds are designed principally for experienced investors seeking an asset
allocation vehicle. Except for the Money Market Fund, the Funds provide
investment exposure to various securities markets. Each Fund seeks investment
results that correspond over time to a specific target index. The terms "plus"
and "short" in the Funds' names are not intended to refer to the duration of the
Funds' investment portfolios. The Funds may be used independently or in
combination with each other as part of an overall strategy.

CLASSIFICATION OF THE FUNDS

Each Fund (other than the Money Market Fund) is a "non-diversified" series of
the Trust pursuant to the 1940 Act. A Fund is considered "non-diversified"
because a relatively high percentage of its assets may be invested in the
securities of a limited number of issuers. To the extent that a Fund assumes
large positions in the securities of a small number of issuers, the fund's net
asset value may fluctuate to a greater extent than that of a diversified company
as a result of changes in the financial condition or in the market's assessment
of the issuers, and the Fund may be more susceptible to any single economic,
political or regulatory occurrence than a diversified company.

A Fund's classification as a "non-diversified" investment company means that the
proportion of its assets that may be invested in the securities of a single
issuer is not limited by the 1940 Act. Each Fund, however, intends to meet
certain diversification standards at the end of each quarter of its tax year.

3
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

The Funds may engage in the investment strategies discussed below. There is no
assurance that any of these strategies or any other strategies and methods of
investment available to a Fund will result in the achievement of the Fund's
objective.

AMERICAN DEPOSITORY RECEIPTS ("ADRS")
- -------------------------------------

The OTC Plus Fund, OTC/Short Fund, Small Cap Plus Fund, Small Cap/Short Fund,
Internet Plus Fund, Internet/Short Fund, Japan Plus Fund and Japan/Short Fund
may invest in ADRs. The OTC/Short Fund, Small Cap/Short Fund, Internet/Short
Fund and Japan/Short Fund may sell ADRs short.

ADRs are dollar denominated receipts representing interests in the securities of
a foreign issuer, which securities may not necessarily be denominated in the
same currency as the securities into which they may be converted. ADRs are
receipts typically issued by United States banks and trust companies that
evidence ownership of underlying securities issued by a foreign corporation.
ADRs include ordinary shares and New York shares. ADRs may be purchased through
"sponsored" or "unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a depository, whereas a
depository may establish an unsponsored facility without participation by the
issuer of the depository security. Holders of unsponsored depository receipts
generally bear all the costs of such facilities and the depository of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through voting rights to the holders of such receipts of the deposited
securities. ADRs are not necessarily denominated in the same currency as the
underlying securities to which they may be connected. Generally, ADRs in
registered form are designed for use in the U.S. securities market and ADRs in
bearer form are designed for used outside the United States.

FOREIGN SECURITIES
- ------------------

The Japan Plus Fund and the Japan/Short Fund (each, a "Japan Fund" and
collectively, the "Japan Funds") may invest in ADRs of companies that comprise
the Nikkei 225 Index. The Japan Funds also may have indirect exposure to foreign
securities through investments in stock index futures contracts, options on
stock index futures contracts and options on securities and on stock indices.

Investing in foreign securities carries political and economic risks distinct
from those associated with investing in the United States. Foreign investments
may be affected by actions of foreign governments adverse to the interests of
U.S. investors, including the possibility of expropriation or nationalization of
assets, confiscatory taxation, restrictions on U.S. investment, or on the
ability to repatriate assets or to convert currency into U.S. dollars. There may
be a greater possibility of default by foreign governments or foreign-government
sponsored enterprises. Investments in foreign countries also involve a risk of
local political, economic, or social instability, military action or unrest, or
adverse diplomatic developments.

4
<PAGE>

ILLIQUID INVESTMENTS AND RESTRICTED SECURITIES
- ----------------------------------------------

Each Fund may purchase and hold illiquid investments, No Fund will purchase or
otherwise acquire any security if, as a result, more than 15% (10% for the Money
Market Fund) of its net assets (taken at current value) would be invested in
investments that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale. This policy does not
include restricted securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933, as amended ("1933 Act"), which the Board of Trustees
("Board" or "Trustees") or Rafferty Asset Management, LLC ("Rafferty") has
determined under Board-approved guidelines are liquid. None of the Funds,
however, currently anticipates investing in such restricted securities.

The term "illiquid investments" for this purpose means investments that cannot
be disposed of within seven days in the ordinary course of business at
approximately the amount at which a Fund has valued the investments. Investments
currently considered to be illiquid include: (1) repurchase agreements not
terminable within seven days, (2) securities for which market quotations are not
readily available, (3) over-the-counter ("OTC") options and their underlying
collateral, (4) bank deposits, unless they are payable at principal amount plus
accrued interest on demand or within seven days after demand and (5) restricted
securities not determined to be liquid pursuant to guidelines established by the
Board. The assets used as cover for OTC options written by a Fund will be
considered illiquid unless the OTC options are sold to qualified dealers who
agree that the Fund may repurchase any OTC option it writes at a maximum price
to be calculated by a formula set forth in the option agreement. The cover for
an OTC option written subject to this procedure would be considered illiquid
only to the extent that the maximum repurchase price under the formula exceeds
the intrinsic value of the option.

A Fund may not be able to sell illiquid investments when Rafferty considers it
desirable to do so or may have to sell such investments at a price that is lower
than the price that could be obtained if the investments were liquid. In
addition, the sale of illiquid investments may require more time and result in
higher dealer discounts and other selling expenses than does the sale of
investments that are not illiquid. Illiquid investments also may be more
difficult to value due to the unavailability of reliable market quotations for
such investments, and investment in illiquid investments may have an adverse
impact on net asset value.

Rule 144A establishes a "safe harbor" from the registration requirements of the
1933 Act for resales of certain securities to qualified institutional buyers.
Institutional markets for restricted securities that have developed as a result
of Rule 144A provide both readily ascertainable values for certain restricted
securities and the ability to liquidate an investment to satisfy share
redemption orders. An insufficient number of qualified institutional buyers
interested in purchasing Rule 144A-eligible securities held by a Fund, however,
could affect adversely the marketability of such portfolio securities and a Fund
may be unable to dispose of such securities promptly or at reasonable prices.

INDEXED SECURITIES
- ------------------

Each Fund (other than the Money Market Fund) may purchase indexed securities,
which are securities the value of which varies positively or negatively in
relation to the value of other securities, securities indices or other financial
indicators, consistent with its investment objective. Indexed securities may be
debt securities or deposits whose value at maturity or coupon rate is determined

5
<PAGE>

by reference to a specific instrument or statistic. Recent issuers of indexed
securities have included banks, corporations and certain U.S. Government
agencies.

The performance of indexed securities depends to a great extent on the
performance of the security or other instrument to which they are indexed and
also may be influenced by interest rate changes in the United States and abroad.
At the same time, indexed securities are subject to the credit risks associated
with the issuer of the security, and their values may decline substantially if
the issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying instruments. Certain indexed securities that are
not traded on an established market may be deemed illiquid. See "Illiquid
Investments and Restricted Securities" above.

The U.S. Plus Fund may invest in Standard & Poor's Depositary Receipts
("SPDRs"). SPDRs represent ownership in the SPDR Trust, a unit investment trust
that holds a portfolio of common stocks designed to track the price performance
and dividend yield of the Standard & Poor's 500 Composite Stock Price Index
("S&P 500 Index"), and whose shares trade on the American Stock Exchange. The
value of SPDRs fluctuates in relation to changes in the value of the underlying
portfolio of common stocks. The market price of SPDRs, however, may not be
equivalent to the pro rata value of the S&P 500 Index. SPDRs are subject to the
risks of an investment in a broadly based portfolio of common stocks.

The Dow 30 Plus Fund may invest in DIAMONDS(SERVICEMARK). DIAMONDS represent an
investment in a unit investment trust ("DIAMONDS Trust"), which owns shares in
proportion to the weightings of the stocks comprising the Dow Jones Industrial
Average ("DJIA"). The DIAMONDS Trust is structured so that its shares trade at
approximately 1/100 (one one-hundredth) of the value of the DJIA. The DIAMONDS
Trust's shares trade on the American Stock Exchange ("AMEX"). An investment in
DIAMONDS is subject to risks similar to those of other diversified stock
portfolios, including market volatility and that the general level of stock
prices may decline. Although DIAMONDS are designed to provide investment results
that generally correspond to the price and yield performance of the DJIA, the
DIAMONDS Trust may not be able to exactly replicate the performance of the DJIA
because of trust expenses and other factors.

An investment in SPDRs and DIAMONDS are considered investments in other
investment companies discussed below.

The Japan Funds may invest in currency-indexed securities. These securities
typically are short-term to intermediate-term debt securities whose maturity
values or interest rates are determined by reference to the values of one more
specified foreign currencies, and may offer higher yields than U.S.
Dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the value of a specified foreign currency increases, resulting in
a security that performs similarly to a foreign-denominated instrument, or their
maturity value may decline when the value of a specified foreign currency
increases, resulting in a security whose price characteristics are similar to a
put on the underlying currency.

INVESTMENTS IN OTHER INVESTMENT COMPANIES
- -----------------------------------------

Each Fund may invest in the securities of other investment companies to the
extent that such an investment would be consistent with the requirements of the
1940 Act. The Money Market Fund will invest only in those investment companies

6
<PAGE>

that invest in the same quality of investments as the Money Market Fund.
Investments in the securities of other investment companies may involve
duplication of advisory fees and certain other expenses. By investing in another
investment company, a Fund becomes a shareholder of that investment company. As
a result, Fund shareholders indirectly will bear a Fund's proportionate share of
the fees and expenses paid by shareholders of the other investment company, in
addition to the fees and expenses Fund shareholders directly bear in connection
with the Fund's own operations.

OPTIONS, FUTURES AND OTHER STRATEGIES
- -------------------------------------

GENERAL. Each Fund (other than the Money Market Fund) may use certain options
(both traded on an exchange and OTC), futures contracts (sometimes referred to
as "futures") and options on futures contracts (collectively, "Financial
Instruments") as a substitute for a comparable market position in the underlying
security, to attempt to hedge or limit the exposure of a Fund's position, to
create a synthetic money market position, for certain tax-related purposes and
to effect closing transactions.

The use of Financial Instruments is subject to applicable regulations of the
SEC, the several exchanges upon which they are traded and the Commodity Futures
Trading Commission (the "CFTC"). In addition, a Fund's ability to use Financial
Instruments will be limited by tax considerations. See "Dividends, Other
Distributions and Taxes."

In addition to the instruments, strategies and risks described below and in the
Prospectus, Rafferty may discover additional opportunities in connection with
Financial Instruments and other similar or related techniques. These new
opportunities may become available as Rafferty develops new techniques, as
regulatory authorities broaden the range of permitted transactions and as new
Financial Instruments or other techniques are developed. Rafferty may utilize
these opportunities to the extent that they are consistent with a Fund's
investment objective and permitted by a Fund's investment limitations and
applicable regulatory authorities. The Funds' Prospectus or SAI will be
supplemented to the extent that new products or techniques involve materially
different risks than those described below or in the Prospectus.

SPECIAL RISKS. The use of Financial Instruments involves special considerations
and risks, certain of which are described below. Risks pertaining to particular
Financial Instruments are described in the sections that follow.

(1) Successful use of most Financial Instruments depends upon Rafferty's
ability to predict movements of the overall securities markets, which requires
different skills than predicting changes in the prices of individual securities.
The ordinary spreads between prices in the cash and futures markets, due to the
differences in the natures of those markets, are subject to distortion. Due to
the possibility of distortion, a correct forecast of stock market trends by
Rafferty may still not result in a successful transaction. Rafferty may be
incorrect in its expectations as to the extent of market movements or the time
span within which the movements take place which, thus, may result in the
strategy being unsuccessful.

(2) Options and futures prices can diverge from the prices of their
underlying instruments. 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 or no

7
<PAGE>

correlation also may 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, and from imposition of daily
price fluctuation limits or trading halts.

(3) As described below, a Fund might be required to maintain assets as
"cover," maintain segregated accounts or make margin payments when it takes
positions in Financial Instruments involving obligations to third parties (E.G.,
Financial Instruments other than purchased options). If a Fund were unable to
close out its positions in such Financial Instruments, it might be required to
continue to maintain such assets or accounts or make such payments until the
position expired or matured. These requirements might impair a Fund's ability to
sell a portfolio security or make an investment at a time when it would
otherwise be favorable to do so, or require that a Fund sell a portfolio
security at a disadvantageous time. A Fund's ability to close out a position in
a Financial Instrument prior to expiration or maturity depends on the existence
of a liquid secondary market or, in the absence of such a market, the ability
and willingness of the other party to the transaction (the "counterparty") to
enter into a transaction closing out the position. Therefore, there is no
assurance that any position can be closed out at a time and price that is
favorable to a Fund.

(4) Losses may arise due to unanticipated market price movements, lack of a
liquid secondary market for any particular instrument at a particular time or
due to losses from premiums paid by a Fund on options transactions.

COVER. Transactions using Financial Instruments, other than purchased options,
expose a Fund to an obligation to another party. A Fund will not enter into any
such transactions unless it owns either (1) an offsetting ("covered") position
in securities or other options or futures contracts or (2) cash and liquid
assets with a value, marked-to-market daily, sufficient to cover its potential
obligations to the extent not covered as provided in (1) above. Each Fund will
comply with SEC guidelines regarding cover for these instruments and will, if
the guidelines so require, set aside cash or liquid assets in an account with
its custodian, Firstar Bank Milwaukee, N.A. ("Custodian"), in the prescribed
amount as determined daily.

Assets used as cover or held in an account cannot be sold while the position in
the corresponding Financial Instrument is open, unless they are replaced with
other appropriate assets. As a result, the commitment of a large portion of a
Fund's assets to cover or accounts could impede portfolio management or the
Fund's ability to meet redemption requests or other current obligations.

OPTIONS. The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment and general market conditions. Options that expire
unexercised have no value. Options currently are traded on the Chicago Board
Options Exchange ("CBOE"), the AMEX and other exchanges, as well as the OTC
markets.

By buying a call option on a security, a Fund has the right, in return for the
premium paid, to buy the security underlying the option at the exercise price.
By writing (selling) a call option and receiving a premium, a Fund becomes
obligated during the term of the option to deliver securities underlying the
option at the exercise price if the option is exercised. By buying a put option,
a Fund has the right, in return for the premium, to sell the security underlying
the option at the exercise price. By writing a put option, a Fund becomes

8
<PAGE>

obligated during the term of the option to purchase the securities underlying
the option at the exercise price.

Because options premiums paid or received by a Fund are small in relation to the
market value of the investments underlying the options, buying and selling put
and call options can be more speculative than investing directly in securities.

A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, a Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, a Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a closing
sale transaction. Closing transactions permit a Fund to realize profits or limit
losses on an option position prior to its exercise or expiration.

RISKS OF OPTIONS ON SECURITIES. Exchange-traded options in the United States are
issued by a clearing organization affiliated with the exchange on which the
option is listed that, in effect, guarantees completion of every exchange-traded
option transaction. In contrast, OTC options are contracts between a Fund and
its counterparty (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when a Fund purchases an OTC option, it relies on
the counterparty from whom it purchased the option to make or take delivery of
the underlying investment upon exercise of the option. Failure by the
counterparty to do so would result in the loss of any premium paid by the Fund
as well as the loss of any expected benefit of the transaction.

A Fund's ability to establish and close out positions in exchange-traded options
depends on the existence of a liquid market. However, there can be no assurance
that such a market will exist at any particular time. Closing transactions can
be made for OTC options only by negotiating directly with the counterparty, or
by a transaction in the secondary market if any such market exists. There can be
no assurance that a Fund will in fact be able to close out an OTC option
position at a favorable price prior to expiration. In the event of insolvency of
the counterparty, a Fund might be unable to close out an OTC option position at
any time prior to its expiration.

If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by a Fund could cause material losses because the Fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.

OPTIONS ON INDICES. An index fluctuates with changes in the market values of the
securities included in the index. Options on indices give the holder the right
to receive an amount of cash upon exercise of the option. Receipt of this cash
amount will depend upon the closing level of the index upon which the option is
based being greater than (in the case of a call) or less than (in the case of
put) the exercise price of the option. Some stock index options are based on a
broad market index such as the S&P 500 Index, the NYSE Composite Index or the
Amex Major Market Index, or on a narrower index such as the Philadelphia Stock
Exchange Over-the-Counter Index.

9
<PAGE>

Each of the exchanges has established limitations governing the maximum number
of call or put options on the same index that may be bought or written by a
single investor, whether acting alone or in concert with others (regardless of
whether such options are written on the same or different exchanges or are held
or written on one or more accounts or through one or more brokers). Under these
limitations, option positions of all investment companies advised by Rafferty
are combined for purposes of these limits. Pursuant to these limitations, an
exchange may order the liquidation of positions and may impose other sanctions
or restrictions. These positions limits may restrict the number of listed
options that a Fund may buy or sell.

Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements are in cash and gain or loss depends on
changes in the index in question rather than on price movements in individual
securities or futures contracts. When a Fund writes a call on an index, it
receives a premium and agrees that, prior to the expiration date, the purchaser
of the call, upon exercise of the call, will receive from the Fund an amount of
cash if the closing level of the index upon which the call is based is greater
than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of the
call times a specified multiple ("multiplier"), which determines the total value
for each point of such difference. When a Fund buys a call on an index, it pays
a premium and has the same rights to such call as are indicated above. When a
Fund buys a put on an index, it pays a premium and has the right, prior to the
expiration date, to require the seller of the put, upon the Fund's exercise of
the put, to deliver to the Fund an amount of cash if the closing level of the
index upon which the put is based is less than the exercise price of the put,
which amount of cash is determined by the multiplier, as described above for
calls. When a Fund writes a put on an index, it receives a premium and the
purchaser of the put has the right, prior to the expiration date, to require the
Fund to deliver to it an amount of cash equal to the difference between the
closing level of the index and the exercise price times the multiplier if the
closing level is less than the exercise price.

RISKS OF OPTIONS ON INDICES. If a Fund has purchased an index option and
exercises it before the closing index value for that day is available, it runs
the risk that the level of the underlying index may subsequently change. If such
a change causes the exercised option to fall out-of-the-money, the Fund will be
required to pay the difference between the closing index value and the exercise
price of the option (times the applicable multiplier) to the assigned writer.

OTC OPTIONS. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument, expiration date, contract size and strike price,
the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.

OTC FOREIGN CURRENCY OPTIONS. OTC foreign currency options that may be used by
the Japan Plus Fund and the Japan Short Fund are European-style options. This
means that the option is exercisable only immediately prior to its expiration.
This is in contrast to American-style options, which are exercisable at any time
prior to the expiration date of the option.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract obligates
the seller to deliver (and the purchaser to take delivery of) the specified
security on the expiration date of the contract. An index futures contract

10
<PAGE>

obligates the seller to deliver (and the purchaser to take) an amount of cash
equal to a specific dollar amount times the difference between the value of a
specific index at the close of the last trading day of the contract and the
price at which the agreement is made. No physical delivery of the underlying
securities in the index is made.

When a Fund writes an option on a futures contract, it becomes obligated, in
return for the premium paid, to assume a position in the futures contract at a
specified exercise price at any time during the term of the option. If a Fund
writes a call, it assumes a short futures position. If it writes a put, it
assumes a long futures position. When the Fund purchases an option on a futures
contract, it acquires the right in return for the premium it pays 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).

Whether a Fund realizes a gain or loss from futures activities depends upon
movements in the underlying security or index. The extent of a Fund's loss from
an unhedged short position in futures contracts or from writing unhedged call
options on futures contracts is potentially unlimited. The Funds only purchase
and sell futures contracts and options on futures contracts that are traded on a
U.S. exchange or board of trade.

No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract a Fund is required to deposit "initial margin"
in an amount generally equal to 10% or less of the contract value. Margin also
must be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin does not represent a borrowing, but rather is in
the nature of a performance bond or good-faith deposit that is returned to the
Fund at the termination of the transaction if all contractual obligations have
been satisfied. Under certain circumstances, such as periods of high volatility,
the Fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally in
the future by regulatory action.

Subsequent "variation margin" payments are made to and from the futures
commission merchant daily as the value of the futures position varies, a process
known as "marking-to-market." Variation margin does not involve borrowing, but
rather represents a daily settlement of the Fund's obligations to or from a
futures commission merchant. When a Fund purchases an option on a futures
contract, the premium paid plus transaction costs is all that is at risk. In
contrast, when a Fund purchases or sells a futures contract or writes a call or
put option thereon, it is subject to daily variation margin calls that could be
substantial in the event of adverse price movements. If the Fund has
insufficient cash to meet daily variation margin requirements, it might need to
sell securities at a time when such sales are disadvantageous.

Purchasers and sellers of futures contracts and options on futures can enter
into offsetting closing transactions, similar to closing transactions in
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures
contracts may be closed only on an exchange or board of trade that provides a
secondary market. However, there can be no assurance that a liquid secondary
market will exist for a particular contract at a particular time. In such event,
it may not be possible to close a futures contract or options position.

11
<PAGE>

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract or an option on a futures contract
can vary from the previous day's settlement price; once that limit is reached,
no trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Fund were unable to liquidate a futures contract or an option on a futures
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to maintain cash or liquid
assets in an account.

To the extent that a Fund enters into futures contracts or options on futures
contracts, in each case other than for BONA FIDE hedging purposes (as defined by
the Commodity Futures Trading Commission ("CFTC")), the aggregate initial margin
and the premiums required to establish those positions (excluding the amount by
which options are "in-the-money" at the time of purchase) will not exceed 5% of
the liquidation value of the Fund's portfolio, after taking into account
unrealized profits and unrealized losses on any contracts the Fund has entered
into. (In general, a call option on a futures contract is "in-the-money" if the
value of the underlying futures contract exceeds the strike, I.E., exercise
price of the call. A put option on a futures contract is "in-the-money" if the
value of the underlying futures contract is exceeded by the strike price of the
put.) This policy does not limit to 5% the percentage of a Fund's assets that
are at risk in futures contracts and options on futures contracts.

RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads between
prices in the cash and futures markets (including the options on futures
markets), due to differences in the natures of those markets, are subject to the
following factors, which may create distortions. 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 relationships between the cash and futures markets. Second, the liquidity
of the futures market depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could be
reduced, thus producing distortion. Third, 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 cause temporary price
distortions.

FOREIGN CURRENCY STRATEGIES - RISK FACTORS. Each Japan Fund may use options and
futures contracts on Japanese Yen, as described above, and forward contracts on
Japanese Yen, as described below.

The value of Financial Instruments on foreign currencies depends on the value of
the underlying currency relative to the U.S. Dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of such Financial Instruments,
each Japan Fund could be disadvantaged by having to deal in the odd-lot market

12
<PAGE>

(generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.

There is no systematic reporting of last sale information for foreign currencies
or any regulatory requirement that quotations available through dealers or other
market sources be firm or revised on a timely basis. Quotation information
generally is representative of very large transactions in the interbank market
and thus might not reflect odd-lot transactions where rates might be less
favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the Financial Instruments until they reopen.

Settlement of transactions involving foreign currencies might be required to
take place within the country issuing the underlying currency. Thus, each Japan
Fund might be required to accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.

FORWARD CURRENCY CONTRACTS. Each Japan Fund may enter into forward currency
contracts to purchase or sell Japanese Yen for a fixed amount of U.S. Dollars. A
forward currency contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days (term) from the
date of the forward currency contract agreed upon by the parties, at a price set
at the time of the forward currency contract. These forward currency contracts
are traded directly between currency traders (usually large commercial banks)
and their customers.

The cost to each Japan Fund of engaging in forward currency contracts varies
with factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because forward currency contracts
are usually entered into on a principal basis, no fees or commissions are
involved. When a Japan Fund enters into a forward currency contract, it relies
on the counterparty to make or take delivery of the underlying currency at the
maturity of the contract. Failure by the counterparty to do so would result in
the loss of any expected benefit of the transaction.

As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that a Japan Fund would in fact be able to close out a forward
currency contract at a favorable price prior to maturity. In addition, in the
event of insolvency of the counterparty, a Japan Fund may be unable to close out
a forward currency contract at any time prior to maturity. In either event, a
Japan Fund would continue to be subject to market risk with respect to the
position, and would continue to be required to maintain a position in securities
denominated in the foreign currency or to maintain cash or liquid assets in a
segregated account.

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<PAGE>

The precise matching of forward currency contract amounts and the value of the
securities involved generally will not be possible because the value of such
securities, measured in the foreign currency, will change after the forward
currency contract has been established. Thus, a Japan Fund might need to
purchase or sell foreign currencies in the spot (cash) market to the extent such
foreign currencies are not covered by forward currency contracts.

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

REPURCHASE AGREEMENTS
- ---------------------

Each Fund may enter into repurchase agreements with banks that are members of
the Federal Reserve System or securities dealers who are members of a national
securities exchange or are primary dealers in U.S. Government Securities.
Repurchase agreements generally are for a short period of time, usually less
than a week. Under a repurchase agreement, a Fund purchases a U.S. Government
Security and simultaneously agrees to sell the security back to the seller at a
mutually agreed-upon future price and date, normally one day or a few days
later. The resale price is greater than the purchase price, reflecting an
agreed-upon market interest rate during the Fund's holding period. While the
maturities of the underlying securities in repurchase agreement transactions may
be more than one year, the term of each repurchase agreement always will be less
than one year. Repurchase agreements with a maturity of more than seven days are
considered to be illiquid investments. No Fund may enter into such a repurchase
agreement if, as a result, more than 15% (10% in the case of the Money Market
Fund) of the value of its net assets would then be invested in such repurchase
agreements and other illiquid investments. See "Illiquid Investments and
Restricted Securities" above.

Each Fund will always receive, as collateral, securities whose market value,
including accrued interest, at all times will be at least equal to 100% of the
dollar amount invested by the Fund in each repurchase agreement. In the event of
default or bankruptcy by the seller, the Fund will liquidate those securities
(whose market value, including accrued interest, must be at least 100% of the
amount invested by the Fund) held under the applicable repurchase agreement,
which securities constitute collateral for the seller's obligation to repurchase
the security. If the seller defaults, a Fund might incur a loss if the value of
the collateral securing the repurchase agreement declines and might incur
disposition costs in connection with liquidating the collateral. In addition, if
bankruptcy or similar proceedings are commenced with respect to the seller of
the security, realization upon the collateral by a Fund may be delayed or
limited.

SHORT SALES
- -----------

The U.S./Short Fund, the OTC/Short Fund, the Dow 30/Short Fund, the
Internet/Short Fund, the Small Cap/Short Fund and the Japan/Short Fund may
engage in short sale transactions under which the Fund sells a security it does
not own. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security

14
<PAGE>

borrowed by purchasing the security at the market price at the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by the Fund. Until the security is replaced, the Fund is
required to pay to the lender amounts equal to any dividends that accrue during
the period of the loan. The proceeds of the short sale will be retained by the
broker, to the extent necessary to meet the margin requirements, until the short
position is closed out.

Until a Fund closes its short position or replaces the borrowed stock, the Fund
will: (1) maintain an account containing cash or liquid assets at such a level
that (a) the amount deposited in the account plus that amount deposited with the
broker as collateral will equal the current value of the stock sold short and
(b) the amount deposited in the account plus the amount deposited with the
broker as collateral will not be less than the market value of the stock at the
time the stock was sold short; or (2) otherwise cover the Fund's short position.

The U.S. Plus Fund, the OTC Plus Fund, the Dow 30 Plus Fund, the Internet Plus
Fund, the Small Cap Plus Fund and the Japan Plus Fund each also may engage in
short sales if, at the time of the short sale, the Fund owns or has the right to
acquire an equal amount of the stock being sold at no additional cost ("selling
short against the box").

U.S. GOVERNMENT SECURITIES
- --------------------------

The Money Market Fund invests in Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities ("U.S. Government Securities")
in pursuit of its investment objectives. The other Funds may invest in U.S.
Government Securities in order to deposit such securities as initial or
variation margin, as "cover" for the investment techniques they employ, as part
of a cash reserve and for liquidity purposes.

U.S. Government Securities are high-quality instruments issued or guaranteed as
to principal or interest by the U.S. Treasury or by an agency or instrumentality
of the U.S. Government. Not all U.S. Government Securities are backed by the
full faith and credit of the United States. Some are backed by the right of the
issuer to borrow from the U.S. Treasury; others are backed by discretionary
authority of the U.S. Government to purchase the agencies' obligations; while
others are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
investor must look principally to the agency issuing or guaranteeing the
obligation for ultimate repayment.

U.S. Government Securities include Treasury Bills (which mature within one year
of the date they are issued), Treasury Notes (which have maturities of one to
ten years) and Treasury Bonds (which generally have maturities of more than 10
years). All such Treasury securities are backed by the full faith and credit of
the United States.

U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
the Federal National Mortgage Association ("Fannie Mae"), the Farmers Home
Administration, the Export-Import Bank of the United States, the Small Business
Administration, the Government National Mortgage Association ("Ginnie Mae"), the
General Services Administration, the Central Bank for Cooperatives, the Federal
Home Loan Banks, the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the
Farm Credit Banks, the Maritime Administration, the Tennessee Valley Authority,
the Resolution Funding Corporation and the Student Loan Marketing Association.

15
<PAGE>

Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by Fannie Mae, are supported only by
the credit of the instrumentality and by a pool of mortgage assets. If the
securities are not backed by the full faith and credit of the United States, the
owner of the securities must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its
commitment. The Money Market Fund will invest in securities of agencies and
instrumentalities only if Rafferty is satisfied that the credit risk involved is
acceptable.

Yields on short-, intermediate- and long-term U.S. Government Securities are
dependent on a variety of factors, including the general conditions of the money
and bond markets, the size of a particular offering and the maturity of the
obligation. Debt securities with longer maturities tend to produce higher
capital appreciation and depreciation than obligations with shorter maturities
and lower yields. The market value of U.S. Government Securities generally
varies inversely with changes in the market interest rates. An increase in
interest rates, therefore, generally would reduce the market value of a Fund's
portfolio investments in U.S. Government Securities, while a decline in interest
rates generally would increase the market value of a Fund's portfolio
investments in these securities.

OTHER INVESTMENT RISKS AND PRACTICES
- ------------------------------------

BORROWING. The U.S. Plus Fund, OTC Plus Fund, the Internet Plus Fund, the Dow 30
Plus Fund, the Japan Plus Fund and the Small Cap Plus Fund may borrow money for
investment purposes, which is a form of leveraging. Leveraging investments, by
purchasing securities with borrowed money, is a speculative technique that
increases investment risk while increasing investment opportunity. Leverage will
magnify changes in a Fund's net asset value and on a Fund's investments.
Although the principal of such borrowings will be fixed, a Fund's assets may
change in value during the time the borrowing is outstanding. Leverage also
creates interest expenses for a Fund. To the extent the income derived from
securities purchased with borrowed funds exceeds the interest a Fund will have
to pay, that Fund's net income will be greater than it would be if leverage were
not used. Conversely, if the income from the assets obtained with borrowed funds
is not sufficient to cover the cost of leveraging, the net income of a Fund will
be less than it would be if leverage were not used, and therefore the amount
available for distribution to shareholders as dividends will be reduced. The use
of derivatives in connection with leverage creates the potential for significant
loss.

The Funds may borrow money to facilitate management of the Fund's portfolio by
enabling the Fund to meet redemption requests when the liquidation of portfolio
instruments would be inconvenient or disadvantageous. Such borrowing is not for
investment purposes and will be repaid by the borrowing Fund promptly.

As required by the 1940 Act, a Fund must maintain continuous asset coverage
(total assets, including assets acquired with borrowed funds, less liabilities
exclusive of borrowings) of 300% of all amounts borrowed. If at any time the
value of the required asset coverage declines as a result of market fluctuations
or other reasons, a Fund may be required to sell some of its portfolio

16
<PAGE>

investments within three days to reduce the amount of its borrowings and restore
the 300% asset coverage, even though it may be disadvantageous from an
investment standpoint to sell portfolio instruments at that time.

In addition to the foregoing, each Fund may borrow money from a bank as a
temporary measure for extraordinary or emergency purposes in amounts not in
excess of 5% of the value of its total assets. This borrowing is not subject to
the foregoing 300% asset coverage requirement. Each Fund may pledge portfolio
securities as Rafferty deems appropriate in connection with any borrowings.

LENDING PORTFOLIO SECURITIES. Each Fund may lend portfolio securities with a
value not exceeding 33 1/3% (15% in the case of the Money Market Fund) of its
total assets to brokers, dealers, and financial institutions. Borrowers are
required continuously to secure their obligations to return securities on loan
from a Fund by depositing any combination of short-term government securities
and cash as collateral with the Fund. The collateral must be equal to at least
100% of the market value of the loaned securities, which will be marked to
market daily. While a Fund's portfolio securities are on loan, the Fund
continues to receive interest on the securities loaned and simultaneously earns
either interest on the investment of the collateral or fee income if the loan is
otherwise collateralized. The Fund may invest the interest received and the
collateral, thereby earning additional income. Loans would be subject to
termination by the lending Fund on four business days' notice or by the borrower
on one day's notice. Borrowed securities must be returned when the loan is
terminated. Any gain or loss in the market price of the borrowed securities that
occurs during the term of the loan inures to the lending Fund and that Fund's
shareholders. A lending Fund may pay reasonable finders, borrowers,
administrative and custodial fees in connection with a loan. Each Fund currently
has no intention of lending its portfolio securities.

PORTFOLIO TURNOVER. The Trust anticipates that investors in the Funds, as part
of an asset allocation investment strategy, frequently will redeem Fund shares,
as well as exchange their Fund shares for shares of other Funds. A Fund may have
to dispose of certain portfolio investments to maintain sufficient liquid assets
to meet such redemption and exchange requests, thereby causing a high portfolio
turnover. Because each Fund's portfolio turnover rate depends largely on the
purchase, redemption and exchange activity of its investors, it is difficult to
estimate each Fund's actual turnover rate.

A Fund's portfolio turnover rate is calculated by the value of the securities
purchased or securities sold, excluding all securities whose maturities at the
time of acquisition were one year or less, divided by the average monthly value
of such securities owned during the year. Based on this calculation, instruments
with remaining maturities of less than one year are excluded from the portfolio
turnover rate. Such instruments generally would include futures contracts and
options, since such contracts generally have a remaining maturity of less than
one year. In any given period, all of a Fund's investments may have a remaining
maturity of less than one year; in which case, the portfolio turnover rate for
that period would be equal to zero. However, each Fund's portfolio turnover
rate, except for the Money Market Fund, calculated with all securities whose
maturities were one year or less is anticipated to be unusually high. If, for
example, options and futures were included in the calculation, then each Fund's
portfolio turnover rate, except for the Money Market Fund, would be
approximately 500%.

17
<PAGE>

TRACKING ERROR
- --------------

While the Funds do not expect their returns over a twelve-month period to
deviate from their respective target indices by a significant percentage due
solely to tracking error, several factors may affect the Funds' ability to
achieve this correlation. Among these factors are: (1) Fund expenses, including
brokerage expenses and commissions (which may be increased by high portfolio
turnover); (2) less than all of the securities in the target index being held by
a Fund and securities not included in the target index being held by a Fund; (3)
an imperfect correlation between the performance of instruments held by a Fund,
such as futures contracts and options, and the performance of the underlying
securities in the cash market comprising an index; (4) bid-ask spreads (the
effect of which may be increased by portfolio turnover); (5) a Fund holding
instruments that are illiquid or the market for which becomes disrupted; (6) the
need to conform a Fund's portfolio holdings to comply with that Fund's
investment restrictions or policies, or regulatory or tax law requirements; and
(7) market movements that run counter to a leveraged Fund's investments (which
will cause divergence between the Fund and its target index over time due to the
mathematical effects of leveraging).

While index futures and options contracts closely correlate with the applicable
indices over long periods, shorter-term deviation, such as on a daily basis,
does occur with these instruments. As a result, a Fund's short-term performance
will reflect such deviation from its target index.

In the case of the Funds whose net asset values move inversely from their target
indices (the U.S./Short Fund, OTC/Short Fund, Dow 30/Short Fund, Internet/Short
Fund, Japan/Short Fund, the Small Cap/Short Fund) the factor of compounding also
may lead to tracking error. Even if there is a perfect inverse correlation
between a Fund and the return of its applicable target index on a daily basis,
the symmetry between the changes in the benchmark and the changes in the Fund's
net asset value can be altered significantly over time by a compounding effect.
For example, if a Fund achieved a perfect inverse correlation with its target
index on every trading day over an extended period and the level of returns of
that index significantly decreased during that period, a compounding effect for
that period would result, causing an increase in the Fund's net asset value by a
percentage that is somewhat greater than the percentage that the index's returns
decreased. Conversely, if a Fund maintained a perfect inverse correlation with
its target index over an extended period and if the level of returns of that
index significantly increased over that period, a compounding effect would
result, causing a decrease of the Fund's net asset value by a percentage that
would be somewhat less than the percentage that the index returns increased.

INVESTMENT RESTRICTIONS

In addition to the investment policies and limitations described above and
described in the Prospectus, each Fund has adopted the following investment
limitations, which are fundamental policies and may not be changed without the
vote of a majority of the outstanding voting securities of that Fund. Under the
1940 Act, a "vote of the majority of the outstanding voting securities" of a
Fund means the affirmative vote of the lesser of: (1) more than 50% of the
outstanding shares of a Fund or (2) 67% or more of the shares of a Fund present
at a shareholders meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy.

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<PAGE>

For purposes of the following limitations, all percentage limitations apply
immediately after a purchase or initial investment. Except with respect to
borrowing money, if a percentage limitation is adhered to at the time of the
investment, a later increase or decrease in the percentage resulting from any
change in value or net assets will not result in a violation of such
restrictions. If at any time a Fund's borrowings exceed its limitations due to a
decline in net assets, such borrowings will be reduced promptly to the extent
necessary to comply with the limitation.

EACH FUND HAS ADOPTED THE FOLLOWING FUNDAMENTAL INVESTMENT POLICY that enables
it to invest in another investment company or series thereof that has
substantially similar investment objectives and policies:

Notwithstanding any other limitation, the Fund may invest all of its
investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations as
the Fund. For this purpose, "all of the Fund's investable assets" means
that the only investment securities that will be held by the Fund will be
the Fund's interest in the investment company.

EACH FUND, EXCEPT THE MONEY MARKET FUND, HAS ADOPTED THE FOLLOWING INVESTMENT
LIMITATIONS:

A Fund shall not:

1. Lend any security or make any other loan if, as a result, more than 33
1/3% of the value of the Fund's total assets would be lent to other parties,
except (1) through the purchase of a portion of an issue of debt securities
in accordance with the Fund's investment objective, policies and
limitations, or (2) by engaging in repurchase agreements with respect to
portfolio securities.

2. Underwrite securities of any other issuer.

3. Purchase, hold, or deal in real estate or oil and gas interests.

4. Issue any senior security (as such term is defined in Section 18(f) of the
1940 Act) (including the amount of senior securities issued by excluding
liabilities and indebtedness not constituting senior securities), except (1)
that the Fund may issue senior securities in connection with transactions in
options, futures, options on futures and forward contracts, swaps, caps,
floors, collars and other similar investments, (2) as otherwise permitted
herein and in Investment Limitations Nos. 5, 7, and 8, and (3) the
U.S./Short Fund, OTC/Short Fund, Dow 30/Short Fund, Internet/Short Fund,
Japan/Short Fund and Small Cap Plus/Short Fund may make short sales of
securities.

5. Pledge, mortgage, or hypothecate the Fund's assets, except (1) to the
extent necessary to secure permitted borrowings, (2) in connection with the
purchase of securities on a forward-commitment or delayed-delivery basis or
the sale of securities on a delayed-delivery basis, and (3) in connection
with options, futures contracts, options on futures contracts, forward
contracts, swaps, caps, floors, collars and other financial instruments.

19
<PAGE>

6. Invest in physical commodities, except that the Fund may purchase and sell
foreign currency, options, futures contracts, options on futures contracts,
forward contracts, swaps, caps, floors, collars, securities on a
forward-commitment or delayed-delivery basis, and other financial
instruments.

EACH FUND, EXCEPT THE U.S. PLUS FUND, OTC PLUS FUND, DOW 30 PLUS FUND, JAPAN
PLUS FUND, SMALL CAP PLUS FUND AND THE INTERNET PLUS FUND, HAS ADOPTED THE
FOLLOWING INVESTMENT LIMITATION:

A Fund shall not:

7. Borrow money, except (1) as a temporary measure for extraordinary or
emergency purposes and then only in amounts not to exceed 5% of the value of
the Fund's total assets, (2) in an amount up to 33 1/3% of the value of the
Fund's total assets, including the amount borrowed, in order to meet
redemption requests without immediately selling portfolio securities, (3) to
enter into reverse repurchase agreements, and (4) to lend portfolio
securities. For purposes of this investment limitation, the purchase or sale
of options, futures contracts, options on futures contracts, forward
contracts, swaps, caps, floors, collars and other financial instruments
shall not constitute borrowing.

THE U.S. PLUS FUND, OTC PLUS FUND, DOW 30 PLUS FUND, INTERNET PLUS FUND, JAPAN
PLUS FUND AND SMALL CAP PLUS FUND HAVE ADOPTED THE FOLLOWING INVESTMENT
LIMITATION:

A Fund shall not:

8. Make short sales of portfolio securities or purchase any portfolio
securities on margin but may make short sales "against the box," obtain such
short-term credits as are necessary for the clearance of transactions, and
make margin payments in connection with options, futures contracts, options
on futures contracts, forward contracts, swaps, caps, floors, collars and
other financial instruments.

THE U.S. PLUS FUND, OTC PLUS FUND, DOW 30 PLUS FUND, JAPAN PLUS FUND, INTERNET
PLUS FUND AND SMALL CAP PLUS FUND HAVE ADOPTED THE FOLLOWING INVESTMENT
LIMITATION:

A Fund shall not:

9. Borrow money, except (1) to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 33 1/3% of the value of the
Fund's total assets), (2) as a temporary measure and then only in amounts
not to exceed 5% of the value of the Fund's total assets, (3) to enter into
reverse repurchase agreements, and (4) to lend portfolio securities. For
purposes of this investment limitation, the purchase or sale of options,
futures contracts, options on futures contracts, forward contracts, swaps,
caps, floors, collars and other financial instruments shall not constitute
borrowing.

EACH FUND, EXCEPT THE OTC PLUS FUND AND OTC/SHORT FUND, HAS ADOPTED THE
FOLLOWING INVESTMENT LIMITATION:

A Fund shall not:

20
<PAGE>

10. Invest more than 25% of the value of its total assets in the securities of
issuers in any single industry, provided that there shall be no limitation
on the purchase of obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

THE OTC PLUS FUND AND THE OTC/SHORT FUND HAVE ADOPTED THE FOLLOWING INVESTMENT
LIMITATION:

A Fund shall not:

11. Invest more than 25% of the value of its total assets in the securities of
issuers in any single industry, except for the software and hardware
industries when the percentage of the securities of either industry
constitutes more than 25% of the Nasdaq Index. There shall be no limitation
on the purchase of obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

THE MONEY MARKET FUND HAS ADOPTED THE FOLLOWING INVESTMENT LIMITATIONS:

The Money Market Fund shall not:

1. Make loans, except through the purchase of qualified debt obligations,
loans of portfolio securities and entry into repurchase agreements.

2. Lend the Fund's portfolio securities in excess of 15% of its total assets.
Any loans of the Fund's portfolio securities will be made according to
guidelines established by the Trustees, including the maintenance of cash
collateral of the borrower equal at all times to the current market value of
the securities loaned.

3. Underwrite securities of any other issuer.

4. Purchase, hold, or deal in real estate or oil and gas interests.

5. Issue senior securities, except as permitted by the Fund's investment
objective and policies.

6. Purchase or sell physical commodities; PROVIDED, HOWEVER, that this
investment limitation does not prevent the Fund from purchasing and selling
options, futures contracts, options on futures contracts, forward contracts,
swaps, caps, floors, collars and other financial instruments.

7. Invest in securities of other investment companies, except to the extent
permitted under the 1940 Act.

8. Mortgage, pledge, or hypothecate the Money Market Fund's assets except to
secure permitted borrowings or in connection with options, futures
contracts, options on futures contracts, forward contracts, swaps, caps,
floors, collars and other financial instruments. In those cases, the Money
Market Fund may mortgage, pledge, or hypothecate assets having a market
value not exceeding the lesser of the dollar amount borrowed or 15% of the
value of total assets of the Money Market Fund at the time of the borrowing.

21
<PAGE>

9. Make short sales of portfolio securities or purchase any portfolio
securities on margin, except to obtain such short-term credits as are
necessary for the clearance of purchases and sales of securities; PROVIDED,
HOWEVER, that this investment limitation does not prevent the Fund from
purchasing and selling options, futures contracts, options on futures
contracts, forward contracts, swaps, caps, floors, collars and other
financial instruments.

In addition, the Money Market Fund does not presently intend to purchase and
sell foreign currency, options, futures contracts, options on futures contracts,
forward contracts, swaps, caps, floors and collars.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision by the Trustees, Rafferty is responsible for
decisions to buy and sell securities for each Fund, the selection of
broker-dealers to effect the transactions, and the negotiation of brokerage
commissions, if any. Rafferty expects that the Funds may execute brokerage or
other agency transactions through registered broker-dealers, for a commission,
in conformity with the 1940 Act, the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

When selecting a broker or dealer to execute portfolio transactions, Rafferty
considers many factors, including the rate of commission or the size of the
broker-dealer's "spread," the size and difficulty of the order, the nature of
the market for the security, operational capabilities of the broker-dealer and
the research, statistical and economic data furnished by the broker-dealer to
Rafferty.

In effecting portfolio transactions for the Funds, Rafferty seeks best execution
of trades either (1) at the most favorable price and efficient execution of
transactions or (2) with respect to agency transactions, at a higher rate of
commission if reasonable in relation to brokerage and research services provided
to the Funds or Rafferty. Such services may include the following: information
as to the availability of securities for purchase or sale; statistical or
factual information or opinions pertaining to investment; wire services; and
appraisals or evaluations of portfolio securities. Each Fund believes that the
requirement always to seek the lowest possible commission cost could impede
effective portfolio management and preclude the Fund and Rafferty from obtaining
a high quality of brokerage and research services. In seeking to determine the
reasonableness of brokerage commissions paid in any transaction, Rafferty relies
upon its experience and knowledge regarding commissions generally charged by
various brokers and on its judgment in evaluating the brokerage and research
services received from the broker effecting the transaction.

Rafferty may use research and services provided to it by brokers in servicing
all the Funds; however, not all such services may be used by Rafferty in
connection with a Fund. While the receipt of such information and services is
useful in varying degrees and generally would reduce the amount of research or
services otherwise performed by Rafferty, this information and these services
are of indeterminable value and would not reduce Rafferty's investment advisory
fee to be paid by the Funds.

Purchases and sales of U.S. Government Securities normally are transacted
through issuers, underwriters or major dealers in U.S. Government Securities
acting as principals. Such transactions are made on a net basis and do not
involve payment of brokerage commissions. The cost of securities purchased from

22
<PAGE>

an underwriter usually includes a commission paid by the issuer to the
underwriters; transactions with dealers normally reflect the spread between bid
and asked prices.

Aggregate brokerage commissions paid by U.S. Plus Fund for the period October
20, 1997 to August 31, 1998 and the fiscal year ended August 31, 1999 were
$8,938 and $42,360, respectively. Those commissions were paid on brokerage
transactions worth $174,191,426 and $1,099,600,547, respectively.

Aggregate brokerage commissions paid by U.S./Short Fund for the period November
7, 1997 to August 31, 1998 and the fiscal year ended August 31, 1999 were $3,618
and $13,861, respectively. Those commissions were paid on brokerage transactions
worth $78,849,094 and $459,448,390, respectively.

Aggregate brokerage commissions paid by OTC Plus Fund for the period October 20,
1997 to August 31, 1998 and the fiscal year ended August 31, 1999 were $7,628
and $34,558, respectively. Those commissions were paid on brokerage transactions
worth $9,942,393 and $72,067,551, respectively.

Aggregate brokerage commissions paid by OTC/Short Fund for the period October
16, 1997 to August 31, 1998 and for the fiscal year ended August 31, 1999 were
$858 and $1,521, respectively. Those commissions were paid on brokerage
transactions worth $698,439 and $50,906,648, respectively.

Aggregate brokerage commissions paid by Small Cap Plus for the period February
16, 1999 to August 31, 1999 were $151,137. Those commissions were paid on
brokerage transactions worth $1,009,836,250.

MANAGEMENT OF THE TRUST

TRUSTEES AND OFFICERS
- ---------------------

The business affairs of each Fund are managed by or under the direction of the
Board of Trustees. The Trustees are responsible for managing the Funds' business
affairs and for exercising all the Funds' powers except those reserved to the
shareholders. A Trustee may be removed by the other Trustees or by a two-thirds
vote of the outstanding Trust shares.

The following table lists the Trustees and officers of the Trust, their age,
business address and principal occupation during the past five years. Unless
otherwise noted, an individual's business address is 1311 Mamaroneck Avenue,
White Plains, New York 10605.

Position With Principal Occupation
Name (age) the Trust During Past Five Years
---------- --------- ----------------------
Lawrence C. Rafferty* Chief Executive Chairman and Chief Executive Officer
(57) Officer, Chairman of Rafferty, 1997-present; Chief
of the Board of Executive Officer of Rafferty
Trustees Companies, LLC, 1996-present; Chief
Executive Officer of Cohane Rafferty
Securities, Inc., 1987-present
(investment banking); Chief
Executive Officer of Rafferty
Capital Markets, Inc., 1995-present;
Trustee of Fairfield University.

23
<PAGE>

Position With Principal Occupation
Name (age) the Trust During Past Five Years
---------- --------- ----------------------

Jay F. Higgins* (55) Trustee Managing Partner of CloverLeaf
411 West Putnam Street Partners, Inc., 1992-1997
Greenwich, CT 06830 (investment banking).

Daniel J. Byrne (54) Trustee President and Chief Executive
1325 Franklin Avenue Officer of Byrne Securities Inc.,
Suite 285 1992-present; Partner of Byrne
Garden City, NY 11530 Capital Management LLP, 1996-
present.

Gerald E. Shanley III Trustee Business Consultant, 1985-present;
(54) 12 First Street Trustee of Estate of Charles S.
Pelham, NY 10803 Payson, 1987-present.

James Terry Apple (61) Chief Investment Vice President of the Rafferty,
100 S. Royal Street Officer 1997-present; Portfolio Manager
Alexandria, VA 22314 of PADCO Advisors, 1994-1997;
Director of Investments, Rushmore
Funds, Inc., 1992-1993.

Timothy P. Hagan (57) Chief Financial Vice President of Rafferty,
100 S. Royal Street Officer 1997-present; Vice President
Alexandria, VA 22314 of PADCO Advisors, 1993-1997, Vice
President of Money Management
Associates, 1981-1993.

Philip A. Harding (56) Co-President Vice President of the Rafferty,
1997-present; Vice President of
Commerzbank (USA), 1995-1997; Senior
Vice President of Sanwa Bank (USA),
1992-1995.

Daniel D. O'Neill (31) Co-President Managing Director of the Adviser,
1999-present; Portfolio Manager,
Hermitage Capital Management,
1998-1999; Associate, Akin, Gump,
Stauss, Hauer & Feld, LLP,
1995-1998.

Thomas A. Mulrooney Chief Operating Chief Operating Officer of Rafferty,
(53) Officer 1997-present; President of Rafferty
Capital Markets, 1995-1997; Managing
Partner of Cantor Fitzgerald, Inc.,
1993-1995; Executive Vice President

24
<PAGE>

Position With Principal Occupation
Name (age) the Trust During Past Five Years
---------- --------- ----------------------

and Director of Trading for J.J.
Kenny Drake, Inc., 1985-1993.

Mark D. Edwards (42) Vice President Vice President of Rafferty, 1997
100 S. Royal Street to present; President & Co-Founder
Alexandria, VA 22314 of Systems Management Group,
1990-1997.

Stephen P. Sprague Treasurer, Vice President and Chief Financial
(50) Controller and Officer of Rafferty, 1997-present;
Assistant Chief Financial Officer of Rafferty
Secretary Companies, LLC, 1994-present;
Chief Accountant--International
Sub., Goldman Sachs & Co.,
1983-1993.

Robert J. Zutz (46) Secretary Partner, Kirkpatrick & Lockhart
1800 Massachusetts Ave. LLP (law firm).
Washington, DC 20036

Eric W. Falkeis (26) Assistant Compliance Officer, Firstar Mutual
615 East Michigan Secretary Fund Services LLC, 1997-present;
Street Audit Senior with
Milwaukee, WI 53202 PricewaterhouseCoopers LLP,
1995-1997.
- -----------------

* Messrs. Rafferty and Higgins are deemed to be "interested persons" of the
Trust, as defined by the 1940 Act.

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected 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.

The Trust currently pays the Trustees, except Mr. Rafferty, $1000 per meeting of
the Board. Trustees also are reimbursed for any expenses incurred in attending
Board meetings. Prior to August 1999, the Trust paid the Trustees who are not
"interested persons" of the Trust as defined by the 1940 Act ("Independent
Trustees") $500 per meeting. No officer, director or employee of Rafferty
receives any compensation from the Fund for acting as a Trustee or officer of
the Trust. The following table shows the compensation earned by each Trustee for
the Trust's prior fiscal year ended August 31, 1999.

25
<PAGE>

- --------------------------------------------------------------------------------
Pension or Aggregate
Retirement Estimated Compensation
Benefits Annual From the
Aggregate Accrued As Benefits Trust Paid
Name of Person, Compensation Part of the Upon to the
Position From the Trust Trust's Expenses Retirement Trustees
-------- -------------- ---------------- ---------- --------

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

Lawrence C. Rafferty, $0 $0 $0 $0
Trustee

Jay F. Higgins, $2,500 $0 $0 $2,500
Trustee

Daniel J. Byrne, $2,500 $0 $0 $2,500
Trustee

Gerald E. Shanley III, $2,500 $0 $0 $2,500
Trustee

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

FIVE PERCENT SHAREHOLDERS
- -------------------------

Listed below are shareholders who owned of record or were known by the Funds to
own beneficially five percent or more of the outstanding shares of the Funds as
of October 29, 1999.

U.S. Plus Fund
- --------------

National Investor Services Corp. (32.56%)* Charles Schwab & Co. Inc. (6.82%)
FBO Customers Special Custody Account
55 Water St. FBO Customers
New York, NY 10041-3299 4500 Cherry Creek Dr, Ste. 700
Denver, CO 80246

U.S./Short Fund
- ---------------

Charles Schwab & Co. Inc. (60.52%)* National Investor Services Corp.
Special Custody Account (10.33%)
FBO Customers FBO Customers
4500 Cherry Creek Dr., Ste. 700 55 Water St.
Denver, CO 80246 New York, NY 10041-3299

Independent Trust Corp. (10.42%)
Custodian Funds
15255 S. 94th Ave, Ste. 300
Orland Park, IL 60462-3800

OTC Plus Fund
- -------------

Charles Schwab & Co. Inc (71.16%)* National Investor Services Corp.
Special Custody Account (6.15%)
FBO Customers FBO Customers
4500 Cherry Creek Dr., Ste. 700 55 Water St.
Denver, CO 80246 New York, NY 10041-3299

26
<PAGE>

OTC/Short Fund
- --------------

Charles Schwab & Co. Inc. (37.11%)* National Investor Services Corp.
Special Custody Account (17.58%)
FBO Customers FBO Customers
4500 Cherry Creek Dr., Ste. 700 55 Water St.
Denver, CO 80246 New York, NY 10041-3299

National Financial Services Corp. Firstar Trust Company (7.74%)
(10.64%) Cust. for Steven M. Blanchard
FBO Customers P.O. Box 1551
1 World Financial Center Scarborough, ME 04070-1551
200 Liberty St.
New York, NY 10281-1003

Small Cap Plus Fund
- -------------------

Charles Schwab & Co. Inc. (39.56%)* FTC & Co. (18.79%)
Special Custody Account P.O. Box 173736
FBO Customers Denver, CO 80217-3736
4500 Cherry Creek Dr., Ste. 700
Denver, CO 80246

Independent Trust Corp. (5.57%)
Custodian Funds
15255 S. 94th Ave., Ste. 300
Orland Park, IL 60462-3800

Money Market Fund
- -----------------

Independent Trust Corp. (29.81%)* FTC & Co. (20.32%)
Custodian Funds P.O. Box 173736
15255 S. 94th Ave., Ste. 300 Denver, CO 80217-3736
Orland Park, IL 60462-3817

Rafferty Companies LLC (16.40%)
1311 Mamaroneck Ave., Ste. 140
White Plains, NY 10605-5202

* As a shareholder owning voting securities in excess of 25%, this person may
determine the outcome of any matter affecting, and voted on by shareholders of,
the above funds.

27
<PAGE>

INVESTMENT ADVISOR
- ------------------

Rafferty Asset Management, LLC, 1311 Mamaroneck Avenue, White Plains, New York
10605, provides investment advice to the Funds. Rafferty was organized as a New
York limited liability corporation in June 1997.

Under an Investment Advisory Agreement between the Trust, on behalf of the
Funds, and Rafferty ("Advisory Agreement"), Rafferty provides a continuous
investment program for each Fund's assets in accordance with its investment
objectives, policies and limitations, and oversees the day-to-day operations of
the Funds, subject to the supervision of the Trustees. Rafferty bears all costs
associated with providing these advisory services and the expenses of the
Trustees who are affiliated with or interested persons of Rafferty. The Trust
bears all other expenses that are not assumed by Rafferty as described in the
Prospectus. The Trust also is liable for nonrecurring expenses as may arise,
including litigation to which a Fund may be a party. The Trust also may have an
obligation to indemnify its Trustees and officers with respect to any such
litigation.

Pursuant to the Advisory Agreement, each Fund pays Rafferty the following fee at
an annual rate based on its average daily net assets of:

Plus Funds 0.75%
Short Funds 0.90%
Money Market Fund 0.50%

For U.S. Plus Fund, Rafferty has agreed to waive its fees to the extent that
Fund expenses exceed 1.50% of average daily net assets. For the period October
20, 1997 to August 31, 1998 and fiscal year ended August 31, 1999, the advisory
fees amounted to $71,062 and $181,865, respectively. For the same periods,
Rafferty waived its fees and/or absorbed expenses in the amounts of $96,923 and
$5,548, respectively.

For U.S./Short Fund, Rafferty has agreed to waive its fees to the extent that
Fund expenses exceed 1.65% of average daily net assets. For the period November
7, 1997 to August 31, 1998 and the fiscal year ended August 31, 1999, the
advisory fees amounted to $14,663 to $56,190, respectively. For the same
periods, Rafferty waived its fees and/or absorbed expenses in the amounts of
$60,726 and $16,045, respectively.

For OTC Plus Fund, Rafferty has agreed to waive its fees to the extent that Fund
expenses exceed 1.50% of average daily net assets. For the period October 20,
1997 to August 31, 1998 and the fiscal year ended August 31, 1999, the advisory
fees amounted to $67,763 and $433,383, respectively. For the same periods,
Rafferty waived its fees and/or absorbed expenses in the amounts of $154,869 and
$0, respectively.

For OTC/Short Fund, Rafferty has agreed to waive its fees to the extent that
Fund expenses exceed 1.65% of average daily net assets. For the period October
16, 1997 to August 31, 1998 and the fiscal year ended August 31, 1999, the
advisory fees amounted to $53,805 and $59,599, respectively. For the same
periods, Rafferty waived its fees and/or absorbed expenses in the amounts of
$123,475 and $14,372, respectively.

28
<PAGE>

For Small Cap Plus, Rafferty has agreed to waive its fees to the extent that
Fund expenses exceed 1.50% of average daily net assets. For the period February
22, 1999 to August 31, 1999, the advisory fees amounted to $212,714. For the
same period, Rafferty waived its fees and/or absorbed expenses in the amount of
$861.

For Money Market Fund, Rafferty has agreed to waive its fees to the extent that
Fund expenses exceed 1.00% of average daily net assets. For the period October
20, 1997 to August 31, 1998 and the fiscal year ended August 31, 1999, the
advisory fees amounted to $17,168 and $121,561, respectively. For the same
period, Rafferty waived its fees and/or absorbed expenses in the amounts of
$92,798 and $50,746, respectively.

The Advisory Agreement was approved by the Trustees (including all Independent
Trustees) and Rafferty, as sole shareholder of each Fund, in compliance with the
1940 Act. The Advisory Agreement will continue in force for a period of two
years after the date of its approval. The Agreement is renewable thereafter from
year to year with respect to each Fund, so long as its continuance is approved
at least annually (1) by the vote, cast in person at a meeting called for that
purpose, of a majority of those Trustees who are not "interested persons" of
Rafferty or the Trust, and (2) by the majority vote of either the full Board or
the vote of a majority of the outstanding shares of a Fund. The Advisory
Agreement automatically terminates on assignment and is terminable on 60 days'
written notice either by the Trust or Rafferty.

FUND ADMINISTRATOR, FUND ACCOUNTANT, TRANSFER AGENT AND CUSTODIAN
- -----------------------------------------------------------------

Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, provides administrative, fund accounting and transfer agent
services to the Funds. Firstar Bank Milwaukee, N.A., 615 East Michigan Street,
Milwaukee, Wisconsin 53202, provides custodian services to the Funds.

Pursuant to an Administration Servicing Agreement ("Service Agreement") between
the Trust and Firstar Mutual Fund Services, LLC ("Administrator"), the
Administrator provides the Trust with administrative and management services
(other than investment advisory services). As compensation for these services,
the Trust pays the Administrator a fee based on each current Fund's average
daily net assets of .06% of the first $200 million, .05% of the next $300
million of the average daily net assets, and .03% of the remaining balance,
subject to an overriding minimum of $150,000. For each new Fund, the
Administrator receives a fee based on average daily net assets of .07% of the
first $200 million, .06% of the next $500 million, and .04% of the remaining
balance.

For the fiscal year ended August 31, 1999 and the period from October 20, 1997
to August 31, 1998, the U.S. Plus Fund paid the Administrator $26,960 and
$42,305, respectively.

For the fiscal year ended August 31, 1999 and the period from November 7, 1997
to August 31, 1998, the U.S./Short Fund paid the Administrator $7,255 and
$6,538, respectively.

For the fiscal year ended August 31, 1999 and the period from the October 20,
1997 to August 31, 1998, the OTC Plus Fund paid the Administrator $59,691 and
$35,193, respectively.

For the fiscal year ended August 31, 1999 and the period from October 16, 1997
to August 31, 1998, the OTC/Short Fund paid the Administrator $7,534 and
$32,578, respectively.

29
<PAGE>

For the fiscal year ended August 31, 1999 and the period from October 20, 1997
to August 31, 1998, the Money Market Fund paid the Administrator $24,140 and
$13,611, respectively.

For the period from February 22, 1999 to August 31, 1999, the Small Cap Plus
Fund paid the Administrator $25,554.

Pursuant to a Fund Accounting Servicing Agreement between the Trust and Firstar
Mutual Fund Services, LLC ("Fund Accountant"), the Fund Accountant provides the
Trust with accounting services, including portfolio accounting services, tax
accounting services and furnishing financial reports. For these services, the
Trust pays the Fund Accountant the following fees:

For the U.S. Plus Fund, U.S./Short Fund and OTC Plus Fund, the fees are $22,000
for the first $40 million of average daily net assets per Fund, .01% on the next
$200 million and .005% on the balance.

For the OTC/Short Fund and the Small Cap Plus Fund, the fees are $25,000 for the
first $40 million of average daily net assets per Fund, .02% on the next $200
million and .01% on the balance.

For the Money Market Fund, the fees are $25,000 for the first $40 million of
average daily net assets, .01% on the next $200 million and .005% on the
balance.

For all other Funds, the fees are .065% up to $50 million of average daily net
assets per Fund, .025% on the next $200 million and .0125% on the balance.

The Fund Accountant also is entitled to certain out-of-pocket expenses,
including pricing expenses.

Pursuant to a Custodian Agreement, Firstar Bank Milwaukee, N.A. also serves
as the Custodian of the Funds' assets. Under the terms of the Custodian
Agreement, the Custodian holds and administers the assets in the Funds'
portfolios.

DISTRIBUTOR
- -----------

Rafferty Capital Markets, Inc., 1311 Mamaroneck Avenue, White Plains, New York
10605, serves as the distributor ("Distributor") in connection with the offering
of each Fund's shares on a no-load basis. The Distributor and participating
dealers with whom it has entered into dealer agreements offer shares of the
Funds as agents on a best efforts basis and are not obligated to sell any
specific amount of shares. For the fiscal year ended August 31, 1999, the
Distributor received $33,385 as compensation from Rafferty for distribution
services.

DISTRIBUTION PLANS
- ------------------

Rule 12b-1 under the 1940 Act provides that an investment company may bear
expenses of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Trustees have adopted separate plans for the
Investor Class ("Investor Class Plan"), the Advisor Class ("Advisor Class Plan")
and the Broker Class ("Broker Class Plan") of each Fund pursuant to which each

30
<PAGE>

Fund may pay certain expenses incurred in the distribution of that Class' shares
and the servicing and maintenance of existing Class shareholder accounts.
Pursuant to each Plan, a Fund may pay 1.00% of its average daily net assets.
However, for the Investor Class Plan, the Board has authorized each Fund to pay
distribution and services fees only in an amount equal to the difference between
a Fund's total annual operating expenses and the contractual limit on total
annual operating expenses of 1.50% for the Plus Funds and 1.65% for the Short
Funds.

Each Plan was approved by the Trustees and the Independent Trustees of the
Funds. In approving each Plan, the Trustees determined that there is a
reasonable likelihood that the Plan will benefit each Fund and its shareholders.
The Trustees will review quarterly and annually a written report provided by the
Treasurer of the amounts expended under the Plan and the purposes for which such
expenditures were made.

The OTC Plus Fund and the Small Cap Plus Fund paid $45,604 and $39,748,
respectively, in Investor Class 12b-1 fees for the fiscal year ending August 31,
1999. All of these fees were paid to the Advisor as compensation.

INDEPENDENT ACCOUNTANTS
- -----------------------

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Suite 1500, Milwaukee,
Wisconsin 53202, are the auditors and the independent accountants for the Trust.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each class of the Funds (except the Money
Market Fund) is determined separately daily, Monday through Friday, as of the
close of regular trading on the New York Stock Exchange ("NYSE"), each day the
NYSE is open for business. The NYSE is not open on New Year's Day, Presidents'
Day, Martin Luther King's Birthday, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day. The net asset value per share of
the Money Market Fund is determined each day that both the NYSE and the Federal
Reserve Bank of New York are open for business.

It is the policy of the Money Market Fund to attempt to maintain a constant
price per share of $1.00. There can be no assurance that a $1.00 net asset value
per share will be maintained. The portfolio instruments held by the Money Market
Fund are valued based on the amortized cost valuation method pursuant to Rule
2a-7 under the 1940 Act. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, even though the portfolio security may increase or decrease in market
value. Such fluctuations generally are in response to changes in interest rates.
Use of the amortized cost valuation method requires the Money Market Fund to
purchase instruments having remaining maturities of 397 days or less, to
maintain a dollar-weighted average portfolio maturity of 90 days or less, and to
invest only in securities determined by the Trustees to be of high quality with
minimal credit risks. The Money Market Fund may invest in issuers or instruments
that at the time of purchase have received the highest short-term rating by any
two nationally recognized statistical rating organizations ("NRSROs").

Rule 2a-7 requires the Trustees to establish procedures reasonably designed to
stabilize the net asset value per share as computed for purposes of distribution
and redemption. The Board's procedures include monitoring the relationship

31
<PAGE>

between the amortized cost value per share and a net asset value per share based
upon available indications of market value. The Board will decide what, if any,
steps should be taken if there is a difference of more than .5% between the two
methods. The Board will take any steps they consider appropriate (such as
redemption in kind or shortening the average portfolio maturity) to minimize any
material dilution or other unfair results arising from differences between the
two methods of determining net asset value.

A security listed or traded on an exchange, domestic or foreign, or the Nasdaq
Stock Market, is valued at its last sales price on the principal exchange on
which it is traded prior to the time when assets are valued. If no sale is
reported at that time, the mean of the last bid and asked prices is used. When
market quotations for options and futures positions held by a Fund are readily
available, those positions will be valued based upon such quotations. Securities
and other assets for which market quotations are not readily available, or for
which the Adviser has reason to question the validity of quotations received,
are valued at fair value as determined in good faith by the Board. For valuation
purposes, quotations of foreign securities or other assets denominated in
foreign currencies are translated to U.S. Dollar equivalents using the net
foreign exchange rate in effect at the close of the stock exchange in the
country where the security is issued. Short-term investments having a maturity
of 60 days or less are valued at amortized cost, which approximates market
value.

For purposes of determining net asset value per share of a Fund, options and
futures contracts are valued at the closing prices of the exchanges on which
they trade. The value of a futures contract equals the unrealized gain or loss
on the contract that is determined by marking the contract to the current
settlement price for a like contract acquired on the day on which the futures
contract is being valued. The value of options on futures contracts is
determined based upon the current settlement price for a like option acquired on
the day on which the option is being valued. A settlement price may not be used
for the foregoing purposes if the market makes a limited move with respect to a
particular commodity.

OTC securities held by a Fund will be valued at the last sales price or, if no
sales price is reported, the mean of the last bid and asked price is used. The
portfolio securities of a Fund that are listed on national exchanges are valued
at the last sales price of such securities; if no sales price is reported, the
mean of the last bid and asked price is used. Dividend income and other
distributions are recorded on the ex-distribution date.

Illiquid securities, securities for which reliable quotations or pricing
services are not readily available, and all other assets not valued in
accordance with the foregoing principles will be valued at their respective fair
value as determined in good faith by, or under procedures established by, the
Trustees, which procedures may include the delegation of certain
responsibilities regarding valuation to the Adviser or the officers of the
Trust. The officers of the Trust report, as necessary, to the Trustees regarding
portfolio valuation determinations. The Trustees, from time to time, will review
these methods of valuation and will recommend changes that may be necessary to
assure that the investments of the Funds are valued at fair value.

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<PAGE>

PURCHASES AND REDEMPTIONS

RETIREMENT PLANS
- ----------------

Individuals who earn compensation and who have not reached age 70 1/2 before the
close of the year generally may establish an Individual Retirement Account
("IRA"). An individual may make limited contributions to a IRA through the
purchase of shares of the Funds. The Internal Revenue Code of 1986, as amended
(the "Code"), limits the deductibility of IRA contributions to taxpayers who are
not active participants (and, under certain circumstances, whose spouses are not
active participants, unless their combined adjusted gross income does not exceed
$150,000) in employer-provided retirement plans or who have adjusted gross
income below certain levels. Nevertheless, the Code permits other individuals to
make nondeductible IRA contributions up to $2,000 per year (or $4,000, if such
contributions also are made for a nonworking spouse and a joint return is
filed). In addition, individuals whose earnings (together with their spouse's
earnings) do not exceed a certain level may establish an "education IRA" and/or
a "Roth IRA"; although contributions to these new types of IRAs (established by
the Taxpayer Relief Act of 1997) ("Tax Act") are nondeductible, withdrawals from
them will not be taxable under certain circumstances. A Heritage IRA also may be
used for certain "rollovers" from qualified benefit plans and from Section
403(b) annuity plans.

Fund shares also may be used as the investment medium for qualified plans
(defined benefit or defined contribution plans established by corporations,
partnerships or sole proprietorships). Contributions to qualified plans may be
made (within certain limits) on behalf of the employees, including
owner-employees, of the sponsoring entity.

REDEMPTIONS BY TELEPHONE
- ------------------------

Shareholders may redeem shares of the Funds by telephone. When acting on verbal
instructions believed to be genuine, the Trust, Adviser, Transfer Agent and
their trustees, directors, officers and employees are not liable for any loss
resulting from a fraudulent telephone transaction request and the investor will
bear the risk of loss. In acting upon telephone instructions, these parties use
procedures that are reasonably designed to ensure that such instructions are
genuine, such as (1) obtaining some or all of the following information: account
number, name(s) and social security number(s) registered to the account, and
personal identification; (2) recording all telephone transactions; and (3)
sending written confirmation of each transaction to the registered owner. To the
extent that the Trust, Adviser, Transfer Agent and their trustees, directors,
officers and employees do not employ such procedures, some or all of them may be
liable for losses due to unauthorized or fraudulent transactions.

REDEMPTION IN KIND
- ------------------

A Fund is obligated to redeem shares for any shareholder for cash during any
90-day period up to $250,000 or 1% of that Fund's net asset value, whichever is
less. Any redemption beyond this amount also will be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, a Fund will pay all or a portion of the
remainder of the redemption in portfolio instruments, valued in the same way as
each fund determines net asset value. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable. A redemption in kind is
not as liquid as a cash redemption. If a redemption is made in kind, a

33
<PAGE>

shareholder receiving portfolio instruments could receive less than the
redemption value thereof and could incur certain transaction costs.

RECEIVING PAYMENT
- -----------------

Payment of redemption proceeds will be made within seven days following a Fund's
receipt of your request (if received in good order as described below) for
redemption. For investments that have been made by check, payment on redemption
requests may be delayed until the Transfer Agent is reasonably satisfied that
the purchase payment has been collected by the Trust (which may require up to 10
business days). To avoid redemption delays, purchases may be made by cashiers or
certified check or by direct wire transfers.

A redemption request will be considered to be received in "good order" if:

o the number or amount of shares and the class of shares to be redeemed and
shareholder account number have been indicated;

o any written request is signed by a shareholder and by all co-owners of the
account with exactly the same name or names used in establishing the account;

o any written request is accompanied by certificates representing the shares
that have been issued, if any, and the certificates have been endorsed for
transfer exactly as the name or names appear on the certificates or an
accompanying stock power has been attached; and

o the signatures on any written redemption request of $100,000 or more and on
any certificates for shares (or an accompanying stock power) have been
guaranteed by a national bank, a state bank that is insured by the Federal
Deposit Insurance Corporation, a trust company or by any member firm of the
New York, American, Boston, Chicago, Pacific or Philadelphia Stock
Exchanges. Signature guarantees also will be accepted from savings banks
and certain other financial institutions that are deemed acceptable by
Firstar Mutual Funds Services, LLC, as transfer agent, under its current
signature guarantee program.

The right of redemption may be suspended or the date of payment postponed for
any period during which the NYSE, the Nasdaq, the CME, or the CBOE, or the
Federal Reserve Bank of New York, as appropriate, is closed (other than
customary weekend or holiday closings) or trading on the NYSE, the Nasdaq, the
CME, the CBOE, as appropriate, is restricted. In addition, the rights of
redemption may be suspended or the date of payment postponed for any Fund for a
period during which an emergency exists so that disposal of the Fund's
investments or the determination of its net asset value is not reasonably
practicable or for such periods as the SEC, by order, may permit for protection
of a Fund's investors.

EXCHANGE PRIVILEGE

An exchange is effected through the redemption of the shares tendered for
exchange and the purchase of shares being acquired at their respective net asset
values as next determined following receipt by the Fund whose shares are being
exchanged of (1) proper instructions and all necessary supporting documents or
(2) a telephone request for such exchange in accordance with the procedures set
forth in the Prospectus and below. Telephone requests for an exchange received
by a Fund before the close of regular trading on the Exchange will be effected
at the close of regular trading on that day. Requests for an exchange received
after the close of regular trading will be effected on the Exchange's next

34
<PAGE>

trading day. Due to the volume of calls or other unusual circumstances,
telephone exchanges may be difficult to implement during certain time periods.

The Trust reserves the right to reject any order to acquire its shares through
exchange or otherwise to restrict or terminate the exchange privilege at any
time. In addition, the Trust may terminate this exchange privilege upon 60 days'
notice.

CONVERSION OF BROKER CLASS SHARES

Broker Class shares of the Funds automatically will convert to Investor Class
shares, based on the relative net asset values per share of the two classes,
eight years after the end of the calendar month in which the shareholder's order
to purchase was accepted. For the purpose of calculating the holding period
required for conversion of Broker Class shares, the date of initial issuance
shall mean (i) the date on which the Broker Class shares were issued or (ii) for
Broker Class shares obtained through an exchange, or a series of exchanges, the
date on which the original Broker Class shares were issued. For purposes of
conversion to Investor Class shares, Broker Class shares purchased through the
reinvestment of dividends and other distributions paid in respect of Broker
Class shares will be held in a separate sub-account. Each time any Broker Class
shares in the shareholder's regular account (other than those in the
sub-account) convert to Investor Class shares, a pro rata portion of the Broker
Class shares in the sub-account will also convert to Investor Class shares. The
portion will be determined by the ratio that the shareholder's Broker Class
shares converting to Investor Class shares bears to the shareholder's total
Broker Class shares not acquired through dividends and other distributions.

The availability of the conversion feature is subject to the continuing
availability of an opinion of counsel to the effect that the dividends and other
distributions paid on Investor Class shares and Broker Class shares will not
result in "preferential dividends" under the Code and the conversion of shares
does not constitute a taxable event. If the conversion feature ceased to be
available, the Broker Class shares would not be converted and would continue to
be subject to the higher ongoing expenses of the Broker Class shares beyond
eight years from the date of purchase. The Adviser has no reason to believe that
this condition for the availability of the conversion feature will not be met.

PERFORMANCE INFORMATION

From time to time, each Fund may advertise its average annual total return and
compare its performance to that of other mutual funds with similar investment
objectives and to relevant indices. Performance information is computed
separately for those Funds in accordance with the methods discussed below.

Each Fund may include the total return of its classes in advertisements or other
written material. When a Fund advertises the total return of its shares, it will
be calculated for the one-, five-, and ten-year periods or, if such periods have
not yet elapsed, the period since the establishment of that Fund. Each Fund's
performance data quoted in reports, advertising and other promotional materials
represents past performance and is not intended to indicate future performance.
The investment return and principal value for each Fund, except for the Money

35
<PAGE>

Market Fund, will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original costs.

COMPARATIVE INFORMATION
- -----------------------

From time to time, each Fund's performance may be compared with recognized stock
and other indices, such as the Standard & Poor's Composite Stock Price
Index(TRADEMARK) ("S&P 500 Index"), the Dow Jones Industrial Average
(SERVICEMARK) ("DJIA"), the Nasdaq 100 Stock Index(TRADEMARK) ("Nasdaq Index"),
the Nasdaq Composite Index (TRADEMARK) ("Nasdaq Composite"), the Nikkei 225
Stock Average ("Nikkei Index"), the Russell 2000 Index ("Russell 2000"), Dow
Jones Composite Internet Index(SERVICEMARK) ("Internet Index") and various other
domestic, international or global indices. The S&P 500 Index is a broad index of
common stock prices, while the DJIA represents a narrower segment of industrial
companies. Each assumes reinvestment of distributions and is calculated without
regard to tax consequences or operating expenses. The Nasdaq Composite
comparison may be provided to show how the OTC/Plus and the OTC/Short Funds'
total returns compare to the record of a broad average of OTC stock prices over
the same period. The OTC/Plus and the OTC/Short Funds have the ability to invest
in securities not included in the Nasdaq Index or the Nasdaq Composite, and the
OTC/Plus and the OTC/Short Funds' investment portfolio may or may not be similar
in composition to the Nasdaq Index or the Nasdaq Composite.

In addition, a Fund's total return may be compared to the performance of broad
groups of comparable mutual funds with similar investment objectives, as such
performance is tracked and published by such independent organizations as Lipper
Analytical Services, Inc. ("Lipper"), and CDA Investment Technologies, Inc. When
Lipper's tracking results are used, the Fund will be compared to Lipper's
appropriate fund category, that is, by fund objective and portfolio holdings.
Since the assets in all mutual funds are always changing, a Fund may be ranked
within one Lipper asset-size class at one time and in another Lipper asset-size
class at some other time. Footnotes in advertisements and other marketing
literature will include the time period and Lipper asset-size class, as
applicable, for the ranking in question. Performance figures are based on
historical results and are not intended to indicate future performance.

TOTAL RETURN COMPUTATIONS
- -------------------------

For purposes of quoting and comparing the performance of a Fund to that of other
mutual funds and to other relevant market indices in advertisements or in
reports to shareholders, performance for the Fund may be stated in terms of
total return. Such average annual total return quotes for the Funds are
calculated according to the following formula:

n
P(1+T) =ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (either 1, 5 or 10)
ERV= ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the 1, 5 or 10 year periods, as
applicable, at the end of that period

Under the foregoing formula, the time periods used in advertising will be based
on rolling calendar quarters, updated to the last day of the most recent quarter
prior to submission of the advertising for publication, and will cover 1, 5 and

36
<PAGE>

10 year periods or a shorter period dating from the commencement of a Fund's
operations. In calculating the ending redeemable value, all dividends and
distributions by a Fund are assumed to have been reinvested at net asset value
on the reinvestment dates during the period. Additionally, in calculating the
ending redeemable value for the Broker Class shares, the applicable CDSC will be
deducted. Total return, or "T" in the formula above, is computed by finding the
average annual compounded rates of return over the 1, 5 and 10 year periods (or
fractional portion thereof) that would equate the initial amount invested to the
ending redeemable value.

From time to time, each Fund also may include in such advertising a total return
figure that is not calculated according to the formula set forth above in order
to compare more accurately the performance of a Fund with other measures of
investment return. For example, in comparing the total return of a Fund with
data published by Lipper or with market indices, each Fund calculates its
aggregate total return for the specified periods of time by assuming an
investment of $10,000 in Fund shares and assuming the reinvestment of each
dividend or other distribution at net asset value on the reinvestment date.
Percentage increases are determined by subtracting the initial value of the
investment from the ending value and by dividing the remainder by the beginning
value.

The performance provided represents historical performance for the Funds listed
in the table below. The remaining Funds did not commence operations on or before
the date of this SAI.

AVERAGE ANNUAL
FUND (Investor Class) PERIOD RETURN
- --------------------- ------ ------

U.S. Plus Fund o October 20, 1997
(commencement of operations)
to August 31, 1999 22.95%

o One Year ended August 31, 1999 50.38%

U.S./Short Fund o November 7, 1997
(commencement of operations)
to August 31, 1999 -18.30%

o One Year ended August 31, 1999 -26.77%

OTC Plus Fund o October 20, 1997
(commencement of operations)
to August 31, 1999 62.32%

o One Year ended August 31, 1999 137.18%

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<PAGE>

AVERAGE ANNUAL
FUND (Investor Class) PERIOD RETURN
- --------------------- ------ ------

OTC/Short Fund o October 16, 1997
(commencement of operations)
to August 31, 1999 -43.59%

o One Year ended August 31, 1999 -59.25%

Small Cap Plus Fund o February 22, 1999
(commencement of operations)
to August 31, 1999 11.00%

YIELD COMPUTATIONS
- ------------------

The Money Market Fund's annualized current yield, as may be quoted from time to
time in advertisements and other communications to shareholders and potential
investors, is computed for a seven-day period by determining the net change,
exclusive of capital changes and including the value of additional shares
purchased with dividends and any dividends declared therefrom (which reflect
deductions of all expenses of the Fund such as advisory fees), in the value of a
hypothetical preexisting account having a balance of one share at the beginning
of the period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account at
the beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7).

The Money Market Fund's annualized effective yield, as may be quoted from time
to time in advertisements and other communications to shareholders and potential
investors, is computed by determining (for the same stated seven-day period as
the current yield) the net change, exclusive of capital changes and including
the value of additional shares purchased with dividends and any dividends
declared therefrom (which reflect deductions of all expenses of the Fund such as
advisory fees), in the value of a hypothetical preexisting account having a
balance of one share at the beginning of the period, and dividing the difference
by the value of the account at the beginning of the base period to obtain the
base period return, and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result, according to the following formula:

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

The yields quoted in any advertisement or other communication represents past
performance and should not be considered a representation of the yields of the
Money Market Fund in the future since the yield is not fixed. Actual yields will
depend not only on the type, quality, and maturities of the investments held by
the Money Market Fund and changes in interest rates on such investments, but
also on changes in the Money Market Fund's expenses during the period.

38
<PAGE>

Yield information may be useful in reviewing the performance of the Money Market
Fund and for providing a basis for comparison with other investment
alternatives. However, unlike bank deposits or other investments, which
typically pay a fixed yield for a stated period of time, the Money Market Fund's
yield will fluctuate.

The 7-day current yield for the Money Market Fund's Investor Class as of August
31, 1999 is 4.18%.

SHAREHOLDER AND OTHER INFORMATION

SHAREHOLDER INFORMATION
- -----------------------

Each share of a Fund gives the shareholder one vote in matters submitted to
shareholders for a vote. Each class of each Fund have equal voting rights,
except that, in matters affecting only a particular class or series, only shares
of that class or series are entitled to vote. Share voting rights are not
cumulative, and shares have no preemptive or conversion rights. Share are not
transferable. As a Massachusetts business trust, the Trust is not required to
hold annual shareholder meetings. Shareholder approval will be sought only for
certain changes in a Trust's or a Fund's operation and for the election of
Trustees under certain circumstances. Trustees may be removed by the Trustees or
by shareholders at a special meeting. A special meeting of shareholders shall be
called by the Trustees upon the written request of shareholders owning at least
10% of a Trust's outstanding shares.

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

The Trust has entered into a licensing agreement with Dow Jones & Company, Inc.
("Dow Jones") to permit the use of certain servicemarks in connection with its
registration statement and other materials. The licensing agreement between the
Trust and Dow Jones is solely for the Trust's benefit and not for the benefit of
the owners of the Trust or any other third parties. Dow Jones will not have any
liability in connection with the Trust. Specifically, Dow Jones does not make
any warranty, express or implied, and Dow Jones disclaims any warranty about:
(i) the results to be obtained by the Funds, the owner of the Funds or any other
person in connection with the use of the Dow Jones Industrial
Average(SERVICEMARK), DJIA(SERVICEMARK), and Dow Jones Composite Internet
Index(SERVICEMARK) (collectively, the "Dow Indices") and the data included in
the Dow Indices; (ii) the accuracy or completeness of the Dow Indices and their
data; and (iii) the merchantability and the fitness for a particular purpose or
use of the Dow Indices and their data. In addition, Dow Jones will have no
liability for any errors, omissions or interruptions in the Dow Indices or their
data and under no circumstances will Dow Jones be liable for any lost profits or
indirect, punitive, special or consequential damages or losses, even if Dow
Jones knows that they might occur. Dow Jones does not recommend that any person
invest in the Trust or any other securities; have any responsibility or
liability for or make any decisions about the timing, amount or pricing of the
Trust; have any responsibility or liability for the administration, management
or marketing of the Trust; or consider the needs of the Trust or the owners of
the Trust in determining, composing or calculating the Dow Indices.

39
<PAGE>

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS
- ---------------------------------

Dividends from net investment income and any distributions of realized net
capital gains are as described in the Prospectus under "Distributions and
Taxes." All distributions from a Fund normally are automatically reinvested
without charge in additional shares of that Fund.

The Money Market Fund ordinarily declares dividends daily from net investment
income and distributes such dividends monthly. Net investment income, for these
purposes, includes accrued interest and accretion of original issue and market
discounts, less amortization of market premium and estimated expenses, and is
calculated immediately prior to the determination of the Fund's net asset value
per share. The Fund distributes its net short-term capital gain, if any,
annually but may make more frequent distributions thereof if necessary to
maintain its net asset value per share at $1.00 or to avoid income or excise
taxes. The Fund does not expect to realize net long-term capital gain and thus
does not anticipate payment of any distributions of net capital gain (the excess
of net long-term capital gain over net short-term capital loss). The Trustees
may revise this dividend policy, or postpone the payment of dividends, if the
Fund has or anticipates any large unexpected expense, loss, or fluctuation in
net assets that, in the Trustees' opinion, might have a significant adverse
effect on its shareholders.

TAXES
- -----

REGULATED INVESTMENT COMPANY STATUS. Each Fund is treated as a separate
corporation for Federal income tax purposes and will seek to or continue to
qualify as a regulated investment company ("RIC") under Subchapter M of the
Internal Revenue Code of 1986, as amended ("Code"). Because of the investment
strategies of each Fund other than the Money Market Fund, there can be no
assurance that any such Fund will qualify as a RIC. If a Fund so qualifies and
satisfies the distribution requirement under the Code for a taxable year, the
Fund will not be subject to Federal income tax on the part of its investment
company taxable income (generally consisting of net investment income and net
short-term capital gains) and net capital gain (the excess of net long-term
capital gain over net short-term capital loss) it distributes to its
shareholders for that year. If a Fund fails to qualify as a RIC for any taxable
year, its taxable income, including net capital gain, will be taxed at corporate
income tax rates (up to 35%) and it will not receive a deduction for
distributions to its shareholders.

To qualify for treatment as a RIC under the Code, each Fund -- which is treated
as a separate corporation for these purposes -- must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income and net short-term
capital gain) ("Distribution Requirement") and must meet several additional
requirements. For each Fund, these requirements include the following: (1) the
Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities, or other income (including gains
from options or futures) derived with respect to its business of investing in
securities ("Income Requirement"); and (2) at the close of each quarter of the
Fund's taxable year, (i) at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government Securities, securities of
other RICs, and other securities, with those other securities limited, in
respect of any one issuer, to an amount that does not exceed 5% of the value of
the Fund's total assets and that does not represent more than 10% of the

40
<PAGE>

issuer's outstanding voting securities, and (ii) not more than 25% of the value
of its total assets may be invested in securities (other than U.S. Government
Securities or the securities of other RICs) of any one issuer (collectively,
"Diversification Requirements").

Although each Fund intends to satisfy or continue to satisfy all the foregoing
requirements, there is no assurance that each Fund will be able to do so. The
investment by a Fund other than the Money Market Fund primarily in options and
futures positions entails some risk that such a Fund might fail to satisfy the
Diversification Requirements. There is some uncertainty regarding the valuation
of such positions for purposes of those requirements; accordingly, it is
possible that the method of valuation used by those Funds, pursuant to which
each of them would be treated as satisfying the Diversification Requirements,
would not be accepted in an audit by the Internal Revenue Service, which might
apply a different method resulting in disqualification of one or more of those
Funds.

By qualifying for treatment as a RIC, a Fund (but not its shareholders) will be
relieved of Federal income tax on the part of its investment company taxable
income and net capital gain that it distributes to its shareholders. If a Fund
failed to qualify as a RIC for any taxable year, it would be taxed on the full
amount of its taxable income for that year without being able to deduct the
distributions it makes to its shareholders and the shareholders would treat all
those distributions, including distributions of net capital gain, as dividends
(that is, ordinary income) to the extent of the Fund's earnings and profits.

GENERAL. If Fund shares are sold at a loss after being held for six months or
less, the loss will be treated as long-term, instead of short-term, capital loss
to the extent of any capital gain distributions received on those shares.
Investors also should be aware that if shares are purchased shortly before the
record date for any dividend or capital gain distribution, the shareholder will
pay full price for the shares and receive some portion of the purchase price
back as a taxable distribution.

Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.

Dividends distributed by the Fund (including distributions of net short-term
capital gain), if any, are taxable to its shareholders as ordinary income (at
rates up to 39.6% for individuals), regardless of whether the dividends are
reinvested in Fund shares or received in cash. Distributions of a Fund's net
capital gain (i.e., the excess of net long-term gain over net short-term capital
loss), if any, are taxable to its shareholders as long-term capital gains,
regardless of how long they have held their Fund shares and whether the
distributions are reinvested in Fund shares or received in cash. A shareholder's
sale (redemption) of Fund shares may result in a taxable gain, depending on
whether the redemption proceeds are more or less than the adjusted basis for the
shares. An exchange of Fund shares for shares of another portfolio of the Trust
generally will have similar consequences.

INCOME FROM FOREIGN SECURITIES. Dividends and interest received by a Fund and
gains realized by such Fund, may be subject to income, withholding, or other
taxes imposed by foreign countries and U.S. possessions that would reduce the
yield and/or total return on their securities. Tax conventions between certain

41
<PAGE>

countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors.

A Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in
general, meets either of the following tests: (1) at least 75% of its gross
income is passive or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, a
Fund will be subject to Federal income tax on a portion of any "excess
distribution" received on the stock of a PFIC or of any gain on disposition of
the stock (collectively, "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If the Fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund" ("QEF"), then, in lieu
of the foregoing tax and interest obligation, the Fund would be required to
include in income each year its PRO RATA share of the QEF's annual ordinary
earnings and net capital gain -- which probably would have to be distributed by
the Fund to satisfy the Distribution Requirement and avoid imposition of the
Excise Tax -- even if those earnings and gain were not received by the Fund from
the QEF. In most instances it will be very difficult, if not impossible, to make
this election because of certain requirements thereof.

A Fund may elect to "mark to market" its stock in any PFIC. "Marking-to-market,"
in this context, means including in ordinary income each taxable year the
excess, if any, of the fair market value of the PFIC's stock over the Fund's
adjusted basis therein as of the end of that year. Pursuant to the election, the
Fund also would be allowed to deduct (as an ordinary, not capital, loss) the
excess, if any, of its adjusted basis in PFIC stock over the fair market value
thereof as of the taxable year-end, but only to the extent of any net
mark-to-market gains with respect to that stock included by the Fund for prior
taxable years under the election (and under regulations proposed in 1992 that
provided a similar election with respect to the stock of certain PFICs). The
Fund's adjusted basis in each PFIC's stock with respect to which it makes this
election would be adjusted to reflect the amounts of income included and
deductions taken under the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from the
disposition of debt securities denominated in foreign currency that, in each
instance, are attributable to fluctuations in the value of the foreign currency
between the date of acquisition of the security and the date of disposition
thereof, and (3) that are attributable to fluctuations in exchange rates that
occur between the time a Fund accrues dividends, interest, or other receivables
or expenses or other liabilities denominated in a foreign currency and the time
the Fund actually collects the receivables or pays the liabilities, generally
will be treated as ordinary income or loss. These gains or losses, referred to
under the Code as "section 988" gains or losses, may increase or decrease the
amount of a Fund's investment company taxable income to be distributed to its
shareholders.

DISTRIBUTIONS TO FOREIGN SHAREHOLDERS. Dividends paid by a Fund to a shareholder
who, as to the United States, is a nonresident alien individual or nonresident
alien fiduciary of a trust or estate, foreign corporation, or foreign
partnership ("foreign shareholder") generally will be subject to U.S.
withholding tax (at a rate of 30% or, if the United States has an income tax
treaty with the foreign country where the foreign shareholder resides, any lower
treaty rate). An investor claiming to be a foreign shareholder will be required
to provide a Fund with supporting documentation in order for the Fund to apply a

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reduced withholding rate or exemption from withholding. Withholding will not
apply if a dividend paid by a Fund to a foreign shareholder is "effectively
connected with the conduct of a U.S. trade or business," in which case the
reporting and withholding requirements applicable to domestic shareholders will
apply.

DERIVATIVES STRATEGIES. The use of derivatives strategies, such as writing
(selling) and purchasing options and futures contracts, involves complex rules
that will determine for income tax purposes the amount, character, and timing of
recognition of the gains and losses a Fund realizes in connection therewith.
Gains from options and futures derived by a Fund with respect to its business of
investing in securities will qualify as permissible income under the Income
Requirement.

Certain options (including options on "broad-based" stock indices) and futures
in which the Funds may invest may be "section 1256 contracts." Section 1256
contracts held by a Fund at the end of each taxable year, other than section
1256 contracts that are part of a "mixed straddle" with respect to which the
Fund has made an election not to have the following rules apply, must be
"marked-to-market" (that is, treated as sold for their fair market value) for
Federal income tax purposes, with the result that unrealized gains or losses
will be treated as though they were realized. Sixty percent of any net gain or
loss recognized on these deemed sales, and 60% of any net realized gain or loss
from any actual sales of section 1256 contracts, will be treated as long-term
capital gain or loss, and the balance will be treated as short-term capital gain
or loss. Section 1256 contracts also may be marked-to-market for purposes of the
Excise Tax.

Code section 1092 (dealing with straddles) may also affect the taxation of
options and futures contracts in which the Funds may invest. Section 1092
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Section
1092 generally provides that any loss from the disposition of a position in a
straddle may be deducted only to the extent the loss exceeds the unrealized gain
on the offsetting position(s) of the straddle. Section 1092 also provides
certain "wash sale" rules, which apply to transactions where a position is sold
at a loss and a new offsetting position is acquired within a prescribed period,
and "short sale" rules applicable to straddles. If a Fund makes certain
elections, the amount, character, and timing of recognition of gains and losses
from the affected straddle positions would be determined under rules that vary
according to the elections made. Because only a few of the regulations
implementing the straddle rules have been promulgated, the tax consequences to
the Funds of straddle transactions are not entirely clear.

If a call option written by a Fund lapses (I.E., terminates without being
exercised), the amount of the premium it received for the option will be
short-term capital gain. If a Fund enters into a closing purchase transaction
with respect to a written call option, it will have a short-term capital gain or
loss based on the difference between the premium it received for the option it
wrote and the premium it pays for the option it buys. If such an option is
exercised and a Fund thus sells the securities or futures contract subject to
the option, the premium the Fund received will be added to the exercise price to
determine the gain or loss on the sale. If a call option purchased by a Fund
lapses, it will realize short-term or long-term capital loss, depending on its
holding period for the security or futures contract subject thereto. If a Fund
exercises a purchased call option, the premium it paid for the option will be
added to the basis of the subject securities or futures contract.

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If a Fund has an "appreciated financial position" -- generally, an interest
(including an interest through an option, futures contract, or short sale) with
respect to any stock, debt instrument (other than "straight debt"), or
partnership interest the fair market value of which exceeds its adjusted basis
- -- and enters into a "constructive sale" of the position, the Fund will be
treated as having made an actual sale thereof, with the result that it will
recognize gain at that time. A constructive sale generally consists of a short
sale, an offsetting notional principal contract, or a futures contract entered
into by a Fund or a related person with respect to the same or substantially
identical property. In addition, if the appreciated financial position is itself
a short sale or such a contract, acquisition of the underlying property or
substantially identical property will be deemed a constructive sale. The
foregoing will not apply, however, to any transaction during any taxable year
that otherwise would be treated as a constructive sale if the transaction is
closed within 30 days after the end of that year and the Fund holds the
appreciated financial position unhedged for 60 days after that closing (I.E., at
no time during that 60-day period is the Fund's risk of loss regarding that
position reduced by reason of certain specified transactions with respect to
substantially identical or related property, such as having an option to sell,
being contractually obligated to sell, making a short sale, or granting an
option to buy substantially identical stock or securities).

The foregoing is only a general summary of some of the important Federal income
tax considerations generally affecting the Funds. No attempt is made to present
a complete explanation of the Federal tax treatment of their activities, and
this discussion is not intended as a substitute for careful tax planning.
Accordingly, potential investors are urged to consult their own tax advisers for
more detailed information and for information regarding any state, local or
foreign taxes applicable to the Funds and to dividends and other distributions
therefrom.

FINANCIAL STATEMENTS

The Trust's financial statements for the period ended August 31, 1999, which
have been derived from the Funds' financial records, are incorporated by
reference herein this Statement of Additional Information. The financial
statements and financial highlights of the Funds that are supplied with this SAI
have been audited by PricewaterhouseCoopers LLP and are included herein in
reliance upon their authority as experts in accounting and auditing.

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FINANCIAL STATEMENTS
--------------------

The Trust's financial statements are incorporated by reference herein from the
Trust's Annual Report to Shareholders for the fiscal year ended August 31, 1999
as filed with the Securities and Exchange Commission on November 10, 1999 via
EDGAR, Accession Number 0000912057-99-004374.