POTOMAC FUNDS
BROKER CLASS
SUPPLEMENT DATED SEPTEMBER 1, 2000 TO THE
PROSPECTUS DATED NOVEMBER 17, 1999,
AS SUPPLEMENTED ON FEBRUARY 16, 2000
The following paragraph replaces the second paragraph of the section
titled "About Your Investment - Your Account" on page 13 of the Prospectus:
The table below lists the CDSCs that apply if you sell Broker Class
share within 6 years of purchase. For Broker Class shares purchased prior
to September 1, 2000, the CDSC is calculated by multiplying the relevant
percentage listed in the table below by the lesser of (a) your original
purchase cost and (b) the market value of the shares at the time of the
sale. For Broker Class shares purchased on or after September 1, 2000, the
CDSC is calculated by multiplying your original purchase cost by the
relevant percentage listed below. The longer you hold the shares, the less
of a CDSC you would pay.
