POTOMAC FUNDS, 485BPOS, 2001-01-02

POTOMAC FUNDS
485BPOS, 2001-01-02

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As filed with the Securities and Exchange Commission on December 29, 2000

1933 Act File No. 333-28697
1940 Act File No. 811-8243

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 6 [ X ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 7

(Check appropriate box or boxes.)

POTOMAC FUNDS
(Exact name of Registrant as Specified in Charter)

1311 Mamaroneck Avenue
White Plains, New York 10605
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code: (914) 381-2080

Daniel D. O'Neill
1311 Mamaroneck Avenue
White Plains, New York 10605
(Name and Address of Agent for Service)

Copy to:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, D.C. 20036

Approximate Date of Proposed Public Offering December 29, 2000

It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

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THE POTOMAC FUNDS

CONTENTS OF REGISTRATION STATEMENT

This registration document is comprised of the following:

Cover Sheet

Contents of Registration Statement:

Prospectus for the Advisor Class of Potomac OTC Plus, Potomac
Dow 30sm, Plus Fund, Potomac Small Cap Plus Fund, Potomac
Internet Plus Fund, Potomac U.S. Plus Fund and Potomac U.S.
Government Money Market Fund.

Prospectus for the Broker Class of Potomac OTC Plus, Potomac Dow
30sm, Plus Fund, Potomac Small Cap Plus Fund, Potomac Internet
Plus Fund, Potomac U.S. Plus Fund and Potomac U.S. Government
Money Market Fund.

Prospectus for the Investor Class of Potomac OTC Plus, Potomac
Dow 30sm, Plus Fund, Potomac Small Cap Plus Fund, Potomac
Internet Plus Fund, Potomac U.S. Plus Fund, Potomac OTC/Short
Fund, Potomac Small Cap/Short Fund, Potomac Internet/Short Fund,
and Potomac U.S. Government Money Market Fund.

Combined Statement of Additional Information for the Advisor
Class, Broker Class, and Investor Class of the Potomac OTC Plus,
Potomac Dow 30sm, Plus Fund, Potomac Small Cap Plus Fund,
Potomac Internet Plus Fund, Potomac U.S. Plus Fund and Potomac
U.S. Government Money Market Fund and the Investor Class of the
Potomac OTC/Short Fund, Potomac Small Cap/Short Fund, and the
Potomac Internet/Short Fund.

Prospectus for the Investor Class of Potomac Japan Plus Fund,
Potomac Japan/Short Fund, Potomac Dow 30sm/Short Fund; Advisor
Class of the Potomac Japan Plus Fund, Potomac Dow 30sm/Short
Fund, Potomac Small Cap/Short Fund, Potomac Internet/Short Fund,
Potomac U.S./Short Fund, Potomac OTC/Short Fund; Broker Class of
the Potomac Japan Plus Fund, Potomac Internet Plus Fund, Potomac
Dow 30sm/Short Fund, Potomac Small Cap/Short Fund, , Potomac
U.S./Short Fund, and the Potomac OTC/Short Fund.

Combined Statement of Additional Information for the Investor
Class of Potomac Japan Plus Fund, Potomac Japan/Short Fund,
Potomac Dow 30sm/Short Fund; Advisor Class of the Potomac Japan
Plus Fund, Potomac Dow 30sm/Short Fund, Potomac Small Cap/Short
Fund, Potomac Internet/Short Fund, Potomac U.S./Short Fund,
Potomac OTC/Short Fund; Broker Class of the Potomac Japan Plus
Fund, Potomac Internet Plus Fund, Potomac Dow 30sm/Short Fund,
Potomac Small Cap/Short Fund, Potomac U.S./Short Fund, and the
Potomac OTC/Short Fund.

Part C of Form N-1A

Signature Page

Exhibits

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<PAGE>
PROSPECTUS

[LOGO]
ADVISOR CLASS
100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

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

MONEY MARKET FUND
The 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.
January 2, 2001

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
OVERVIEW OF THE POTOMAC FUNDS............................................. 2

THE POTOMAC FUNDS......................................................... 3
The Potomac OTC Plus Fund................................................. 3
The Potomac Dow 30-SM- Plus Fund.......................................... 3
The Potomac Small Cap Plus Fund........................................... 4
The Potomac Internet Plus Fund............................................ 5
The Potomac U.S. Plus Fund................................................ 6
Investment Techniques and Policies........................................ 6
Risk Factors.............................................................. 7
The Potomac U.S. Government Money Market Fund............................. 9
Performance of The Potomac Funds.......................................... 11
Fees and Expenses of Advisor Class Shares of The Potomac Funds............ 12

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

ADDITIONAL INFORMATION.................................................... 18
Management of The Potomac Funds........................................... 18
Distributions and Taxes................................................... 18
Master/Feeder Structure Option............................................ 19

FINANCIAL HIGHLIGHTS...................................................... 20

MORE INFORMATION ON THE POTOMAC FUNDS..................................... Back Cover
</TABLE>

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OVERVIEW OF THE POTOMAC FUNDS

This Prospectus offers the Advisor Class shares of The Potomac Plus Funds
and Money Market Fund. The Advisor Class is made available exclusively through
your investment advisor, bank, trust company or other authorized representative
(Financial Advisor).

Each Potomac "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 index.

As an example, the Potomac OTC Plus Fund is targeted to the Nasdaq 100
Index-TM-. If, on a given day, the Nasdaq 100 Index gains 2%, the OTC Plus Fund
is designed to gain approximately 2.5% (which is equal to 125% of 2%).
Conversely, if the Nasdaq 100 Index loses 1% on a given day, the OTC Plus Fund
is designed to lose 1.25%.

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

THE POTOMAC OTC PLUS FUND

OBJECTIVE
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.

CORE INVESTMENTS
In attempting to achieve its objective, THE POTOMAC OTC PLUS FUND
primarily invests directly in the securities of the companies that comprise the
Nasdaq 100 Index. In addition, the 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. 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 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.

THE 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 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.

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CORE INVESTMENTS
In attempting to achieve its objective, THE POTOMAC DOW 30 -SM- 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.

THE POTOMAC SMALL CAP PLUS FUND

OBJECTIVE
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 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 SMALL CAP PLUS FUND
primarily invests 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. On a day-to-day basis, the Fund holds U.S.
Government securities and repurchase agreements to collateralize these futures
and options contracts.

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TARGET INDEX
The RUSSELL 2000-Registered Trademark- INDEX is comprised of the smallest
2000 companies in the Russell 3000 Index. As of May 31, 2000, the average market
capitalization of the companies included in the Russell 2000 was approximately
$580 million. That compares to an average market capitalization of $5.1 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.

THE POTOMAC INTERNET PLUS FUND

OBJECTIVE
THE POTOMAC INTERNET PLUS FUND seeks to provide investment results that
correspond to 125% of the performance of the Dow Jones Composite Internet
Index-SM- (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 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 INTERNET PLUS FUND
primarily invests directly in the securities of the companies that comprise the
Internet Index. In addition, the 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. 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 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-SM-
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.

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THE POTOMAC U.S. PLUS FUND

OBJECTIVE
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.

CORE INVESTMENTS
In attempting to achieve its objective, THE POTOMAC U.S. PLUS FUND invests
directly in the securities of companies that comprise the S&P 500 Index. In
addition, the Potomac U.S. 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 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. 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 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 Plus Fund, uses a number of investment techniques in an effort to
achieve the stated goal for each Fund. Rafferty attempts to magnify the returns
of each Plus 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
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 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

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leverage, thus changing small market movements into larger changes in the value
of the investments of a Plus Fund.
Each Potomac Fund is designed to provide daily investment returns that are
a multiple of the returns of its target index. While Rafferty attempts to
minimize any "tracking error" (the statistical measure of the difference between
the investment results of a Fund and the performance of its target index),
certain factors will tend to cause a Fund's investment results to vary from the
stated objective. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return on a daily basis due to high
portfolio turnover, transaction costs and/or a temporary lack of liquidity in
the markets for the derivative securities held by the Fund. A Fund that meets
its daily targets over a period of time will not necessarily produce the returns
that might be expected in light of the returns of its target index for that
period. The difference results from the compounding effect of fluctuations in
the market and the use of leverage for the Plus Funds to achieve a Fund's
investment objective.
It is the policy of each 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 any time its
assets fall below $2 million, Rafferty may invest the assets of any such Fund in
short-term U.S. Government securities until the level of net assets is
sufficient to permit investment in the desired investments. As a result, such
Fund may not achieve its investment objective 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 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.

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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 target index.

LEVERAGE RISK
Each 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.

RISK OF POOR TRACKING
Several factors may affect a Fund's ability to achieve its targeted return
on a daily basis. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return due to high portfolio turnover,
transaction costs and/or a temporary lack of liquidity in the markets for the
derivative securities held by a Fund. A failure to achieve its targeted return
on a daily basis may cause a Fund to provide returns over a longer period that
are worse than expected.

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 Stock
Market and the New York Stock Exchange ("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, 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.

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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 Plus Fund concentrates its investments in Internet
companies. In addition, the Potomac OTC Plus Fund may invest a substantial
portion of its 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 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.

THE POTOMAC U.S. GOVERNMENT MONEY MARKET FUND

OBJECTIVE
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 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.

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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 Advisor Class shares are a new class of shares offered by The Potomac
Funds. Accordingly, they do not have a full calendar year of performance of
their own. The annual performance illustrated in the bar chart and tables below
represents the actual historical performance for a different class of shares not
offered in this Prospectus for the U.S. Plus Fund, OTC Plus Fund and the U.S.
Government Money Market Fund. Because the other class had lower expenses, its
performance was higher than the Advisor Class of the Funds would have received
in the same time period.
The tables below provide some indication of the risks of an investment in
these Funds by comparing the performance of the other class of shares with a
broad measure of market performance and by illustrating their highest and lowest
quarterly returns. 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

<TABLE>
<CAPTION>
<S> <C>
U.S. PLUS FUND 1998 34.60%
U.S. Plus Fund 1999 24.45%
OTC Plus Fund 1998 104.22%
OTC Plus Fund 1999 129.22%
U.S. Government Money Market Fund 1998 4.33%
U.S. Government Money Market Fund 1999 4.03%
</TABLE>

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The total return from January 1, 2000 to September 30, 2000 for the
Investor Class of the U.S. Plus Fund, the OTC Plus Fund and the U.S.
Government Money Market Fund was -8.20%, -10.56% and 3.99%, respectively.

The highest and lowest returns of the Funds for a quarter during the two
calendar years ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
FUND HIGHEST QUARTERLY RETURN (%) LOWEST QUARTERLY RETURN (%)
-------------------------------- ---------------------------- ---------------------------
<S> <C> <C>
OTC Plus Fund 68.51 (4th quarter 1999) 0.08 (3rd quarter 1998)
U.S. Plus Fund 31.88 (4th quarter 1998) -17.38 (3rd quarter 1998)
U.S. Government Money Market
Fund 1.11 (4th quarter 1999) 0.88 (1st quarter 1999)
</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, 1999):

<TABLE>
<CAPTION>
FUND ONE YEAR (%) SINCE INCEPTION (%)+
--------------------------------------------- ------------ --------------------
<S> <C> <C>
OTC Plus Fund 129.22 91.49
Nasdaq 100 Index** 101.95 74.71

U.S. Plus Fund 24.45 27.67
S&P 500 Index* 19.53 21.63

U.S. Government Money Market Fund 4.03 4.19
</TABLE>

------------------------
+ The Investor Class of each Fund commenced operations on October 20, 1997.
* 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 ADVISOR CLASS SHARES OF THE POTOMAC FUNDS

The tables below describe the fees and expenses that you may pay if you
buy and hold Advisor Class shares of the Funds. The expenses below are based on
actual expenses incurred for the fiscal year ended August 31, 2000.

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......................................... $15.00
</TABLE>

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

<TABLE>
<CAPTION>
MONEY MARKET
OTC PLUS DOW 30 PLUS SMALL CAP PLUS INTERNET PLUS U.S. PLUS FUND
-------- ----------- -------------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Management Fees 0.75 0.75 0.75 0.75 0.75 0.50
Distribution (12b-1) Fees 1.00+ 1.00 1.00+ 1.00 1.00 1.00
Other Expenses* 0.55 0.77 0.61 0.77 0.75 0.53
---- ---- ---- ---- ---- ----
Total Annual Operating
Expenses* 2.30+ 2.52 2.36+ 2.52 2.50 2.03
Fee Waiver and/or
Reimbursement* 0.00 0.02 0.00 0.02 0.00 0.03
---- ---- ---- ---- ---- ----
Net Expenses 2.30+ 2.50 2.36+ 2.50 2.50 2.00
==== ==== ==== ==== ==== ====
</TABLE>

------------------------
+ Rafferty Asset Management, LLC voluntarily waived Distribution (12b-1) Fees
for the OTC Plus Fund and Small Cap Plus Fund in the amount of 0.17% and
0.01%, respectively. As a result, Total Annual Operating Expenses and Net
Expenses were 2.13% and 2.35% for the OTC Plus Fund and Small Cap Plus Fund,
respectively.

* Rafferty Asset Management, LLC has contractually agreed to reimburse the
Advisor Class shares of the Funds for Other Expenses through August 31, 2003
to the extent that the Advisor Class' Total Annual Fund Operating Expenses
exceed 2.50% for the Plus Funds and 2.00% for the Money Market Fund. If
overall expenses fall below these percentage limitations, then the Funds may
reimburse Rafferty within the following three fiscal years.

EXPENSE EXAMPLE
The tables below are intended to help you compare the cost of investing in
the Advisor Class of The Potomac Funds with the cost of investing in other
mutual funds. The tables show what you would have paid if you invested $10,000
in the Advisor Class of 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
each 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. 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 Fund.............................. $233 $718 $1,230 $2,636
Dow 30 Plus Fund........................... $253 $779 $1,340 $2,856
Small Cap Plus Fund........................ $239 $736 $1,260 $2,696
Internet Plus Fund......................... $253 $779 $1,340 $2,856
U.S. Plus Fund............................. $253 $779 $1,331 $2,836
U.S. Government Money Market Fund.......... $203 $627 $1,093 $2,358
</TABLE>

--------------------------------------------------------------------------------
13
<PAGE>
--------------------------------------------------------------------------------
ABOUT YOUR INVESTMENT

YOUR ACCOUNT
You may open an account for the Advisor Class shares and conduct other
Fund transactions through your Financial Advisor. You will not pay any sales
charges but the Funds' Advisor Class shares have ongoing Rule 12b-1 fees of up
to 1.00% of their average daily net assets as discussed below. You also may be
subject to other charges assessed by your Financial Advisor.

RULE 12B-1 FEES
The Funds have adopted a distribution plan under Rule 12b-1 for the
Advisor Class shares. 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 Advisor Class 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.
Under the plan, the fees may amount to up to 1.00% of the Advisor Class'
average daily net assets. The Potomac Funds' Board of Trustees has authorized
each Fund to pay Rule 12b-1 fees equal to 1.00% of the average daily net assets
of the Advisor Class. Under an agreement with the Funds, your Financial Advisor
may receive these fees from the Funds. In exchange, your Financial Advisor may
provide a number of services, such as:

- placing your orders and issuing confirmations,

- providing investment advice, research and other advisory services,

- handling correspondence for individual accounts,

- acting as the sole shareholder of record for individual shareholders,

- issuing shareholder statements and reports and

- executing daily investment "sweep" functions.

For more specific information on these and other services, you should
speak to your Financial Advisor. Your Financial Advisor may charge additional
account fees for services beyond those specified above.

HOW TO INVEST IN ADVISOR CLASS SHARES OF THE POTOMAC FUNDS
You may invest in the Advisor Class of the Funds through traditional
investment accounts, individual retirement accounts (including Roth IRAs),
self-directed or company sponsored retirement plans or other products as
available from your Financial Advisor. Applications and descriptions of any
services fees for retirement or other accounts are available from your Financial
Advisor.

---------------------------------------------------------------
14
<PAGE>
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>

TO PURCHASE ADVISOR CLASS SHARES:

- Contact your Financial Advisor.

- Your Financial Advisor will help you complete the necessary paperwork,
mail your Account Application to The Potomac Funds and place your order to
purchase Advisor Class shares of the Funds.

- 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.

HOW TO EXCHANGE ADVISOR CLASS SHARES OF THE POTOMAC FUNDS
You may exchange Advisor Class shares of your current Fund(s) for Advisor
Class shares of any other Fund without any charges. To make an exchange:

- Contact your Financial Advisor.

- 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.

HOW TO SELL ADVISOR CLASS 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 the Funds have received your order from your
Financial Advisor.

TO SELL ADVISOR CLASS SHARES:

- Contact your Financial Advisor.

- He or she will place your order to sell Advisor Class shares of the Funds.

- Payment can be directed to your advisory account normally within three
days after your Financial Advisor places your order.

--------------------------------------------------------------------------------
15
<PAGE>
- 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 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).

PRICES OF ADVISOR CLASS SHARES 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 Advisor Class 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 Advisor Class 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 class' 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

ACCOUNT AND TRANSACTION POLICIES

ORDER POLICIES
You may buy and sell Advisor Class 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 Funds 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 Advisor
Class 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.

---------------------------------------------------------------
16
<PAGE>
SIGNATURE GUARANTEES
In certain instances when you sell Advisor Class 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

- 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
Advisor Class shares of the Funds. We will inform you in writing 30 days prior
to selling your Advisor Class shares. If you do not bring your total account
balance up to $10,000 within 30 days, we may sell your Advisor Class shares and
send you the proceeds. We will not sell your Advisor Class 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 Advisor
Class 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.

--------------------------------------------------------------------------------
17
<PAGE>
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION

MANAGEMENT OF THE POTOMAC FUNDS

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. 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
U.S. Government Money Market Fund 0.50
</TABLE>

An investment committee of Rafferty employees has the day-to-day
responsibility for managing the Potomac Funds.

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. If you elect to receive distributions by check and the post office
cannot deliver such check or your check remains uncashed for six months, a Fund
reserves the right to reinvest the check in your Potomac Fund account at that
Fund's then current NAV and to reinvest all subsequent distributions in shares
of the Fund until an updated address is received.

---------------------------------------------------------------
18
<PAGE>
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.
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.

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.

--------------------------------------------------------------------------------
19
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Advisor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Advisor Class share. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Advisor Class (assuming reinvestment of all
dividends and distributions). 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
--------------------------------------------------------------------
ADVISOR CLASS INVESTOR CLASS
POTOMAC FUNDS ------------------ --------------------------------------------
MARCH 22, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF
PERIOD........................... $ 16.97 $ 9.76 $ 10.00
----------- ----------- -----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss)(4).... (0.11) 0.31 0.36
Net realized and unrealized gain
(loss) on investments(6)......... 0.09 4.59 (0.58)
----------- ----------- -----------
Total from investment
operations................... (0.02) 4.90 (0.22)
----------- ----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income........................... -- -- (0.02)
Distributions from realized
gains............................ -- (0.10) --
----------- ----------- -----------
Total distributions............ -- (0.10) (0.02)
----------- ----------- -----------
NET ASSET VALUE, END OF PERIOD..... $ 16.95 $ 14.56 $ 9.76
=========== =========== ===========
TOTAL RETURN....................... (0.12%)(2) 50.38% (2.23%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......... $ 70,718 $16,472,869 $ 466,997
Ratio of net expenses to average
net assets:
Before expense reimbursement..... 2.50%(3,7) 1.52% 2.52%(3)
After expense reimbursement...... 2.50%(3,7) 1.50% 1.50%(3)
Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement..... (1.64%)(3,7) 2.32% 2.68%(3)
After expense reimbursement...... (1.64%)(3,7) 2.34% 3.70%(3)
Portfolio turnover rate(5)......... 2,010% 0% 0%
</TABLE>

20
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
OTC PLUS FUND
-----------------------------------------------------------------------
ADVISOR CLASS INVESTOR CLASS
POTOMAC FUNDS --------------------- --------------------------------------------
FEBRUARY 24, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
--------------------- ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF
PERIOD........................... $ 47.64 $ 10.41 $ 10.00
----------- ----------- ----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss)(4).... (0.36) (0.23) (0.11)
Net realized and unrealized gain
(loss) on investments(6)......... (3.21) 14.48 0.52
----------- ----------- ----------
Total from investment
operations................... (3.57) 14.25 0.41
----------- ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment
income........................... -- -- --
Distributions from realized
gains............................ -- (0.06) --
----------- ----------- ----------
Total distributions............ -- (0.06) --
----------- ----------- ----------
NET ASSET VALUE, END OF PERIOD..... $ 44.07 $ 24.60 $ 10.41
=========== =========== ==========
TOTAL RETURN....................... (7.49%)(2) 137.18% 4.10%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......... $ 1,486,399 $76,682,387 $7,680,546
Ratio of net expenses to average
net assets:
Before expense reimbursement..... 2.30%(3,7) 1.50% 3.21%(3)
After expense reimbursement...... 2.13%(3,7) 1.50% 1.50%(3)
Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement..... (2.01%)(3,7) (1.16%) (2.84%)(3)
After expense reimbursement...... (1.84%)(3,7) (1.16%) (1.13%)(3)
Portfolio turnover rate(5)......... 378% 1,000% 2,325%
</TABLE>

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

The financial highlights tables are intended to help you understand the
financial performance of the Advisor Class share of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Advisor Class share. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Advisor Class (assuming reinvestment of all
dividends and distributions). More information about the Funds may be found in
their Annual and Semi-Annual Reports, which you may obtain upon request.

<TABLE>
For a fund share outstanding
throughout the period
SMALL CAP PLUS FUND
----------------------------------
ADVISOR CLASS INVESTOR CLASS
-------------- --------------
FEBRUARY 9, FEBRUARY 22,
2000(1) 1999(1)
TO AUGUST 31, TO AUGUST 31,
POTOMAC FUNDS 2000 1999
-------------- --------------
<S> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF
PERIOD........................... $ 14.26 $ 10.00
----------- -----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss)(4).... 0.02 0.18
Net realized and unrealized gain
(loss) on investments(6)......... (1.72) 0.92
----------- -----------
Total from investment
operations.................... (1.70) 1.10
----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income........................... -- --
Distributions from realized
gains............................ -- --
----------- -----------
Total distributions............ -- --
----------- -----------
NET ASSET VALUE, END OF PERIOD..... $ 12.56 $ 11.10
=========== ===========
TOTAL RETURN....................... (11.92%)(2) 11.00%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......... $ 2,801,317 $ 7,033,622
Ratio of net expenses to average
net assets:
Before expense reimbursement..... 2.36%(3,7) 1.50%(3)
After expense reimbursement...... 2.35%(3,7) 1.50%(3)
Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement..... 0.25%(3,7) 3.03%(3)
After expense reimbursement...... 0.24%(3,7) 3.03%(3)
Portfolio turnover rate(5)......... 3,390% 0%
</TABLE>

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

<TABLE>
<CAPTION>
For a fund share outstanding throughout the
period
INTERNET PLUS FUND DOW 30 PLUS FUND
--------------------- -------------------
ADVISOR CLASS ADVISOR CLASS
POTOMAC FUNDS --------------------- -------------------
FEBRUARY 24, 2000(1) JUNE 1, 2000(1)
TO AUGUST 31, 2000 TO AUGUST 31, 2000
--------------------- -------------------
<S> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF
PERIOD........................... $ 14.20 $ 8.72
----------- -----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss)(4).... (0.10) (0.01)
Net realized and unrealized gain
(loss) on investments(6)......... (5.65) 0.61
----------- -----------
Total from investment
operations.................... (5.75) 0.60
----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income........................... -- --
Distributions from realized
gains............................ -- --
----------- -----------
Total distributions............ -- --
----------- -----------
NET ASSET VALUE, END OF PERIOD..... $ 8.45 $ 9.32
=========== ===========
TOTAL RETURN....................... (40.49%)(2) 6.88%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......... $ 5,310,640 $ 86,355
Ratio of net expenses to average
net assets:
Before expense reimbursement..... 2.52%(3) 2.52%(3)
After expense reimbursement...... 2.50%(3) 2.50%(3)
Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement..... (2.34%)(3) (0.36%)(3)
After expense reimbursement...... (2.32%)(3) (0.34%)(3)
Portfolio turnover rate(5)......... 3,302% 1,606%
</TABLE>

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

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
U.S. GOVERNMENT MONEY MARKET FUND
-------------------------------------------------------------------
ADVISOR CLASS INVESTOR CLASS
POTOMAC FUNDS -------------------- -----------------------------------------
FEBRUARY 2, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
-------------------- ---------------- -------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF
PERIOD........................... $ 1.00 $ 1.00 $ 1.00
----------- ----------- -----------
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss)(4).... 0.03 0.04 0.04
Net realized and unrealized gain
(loss) on investments............ -- -- --
----------- ----------- -----------
Total from investment
operations................... 0.03 0.04 0.04
----------- ----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income........................... (0.03) (0.04) (0.04)
Distributions from realized
gains............................ -- -- --
----------- ----------- -----------
Total distributions............ (0.03) (0.04) (0.04)
----------- ----------- -----------
NET ASSET VALUE, END OF PERIOD..... $ 1.00 $ 1.00 $ 1.00
=========== =========== ===========
TOTAL RETURN....................... 2.54%(2) 3.89% 3.89%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......... $ 678,918 $50,222,733 $ 9,370,384
Ratio of net expenses to average
net assets:
Before expense reimbursement..... 2.03%(3) 1.20% 3.70%(3)
After expense reimbursement...... 2.00%(3) 0.99% 1.00%(3)
Ratio of net investment income
(loss) to average net assets:
Before expense reimbursement..... 4.32%(3) 3.68% 1.66%(3)
After expense reimbursement...... 4.35%(3) 3.89% 4.36%(3)
Portfolio turnover rate(5)......... N/A 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 (meaning 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: The Potomac Funds
P.O. Box 1993
Milwaukee, Wisconsin 53201-1993
Call: (800) 851-0511
</TABLE>

These documents and other information about the Funds can be reviewed and copied
at the SEC Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
(202) 942-8090. Reports and other information about the Funds may be viewed on
screen or downloaded from the EDGAR Database on the SEC's Internet web site at
http:\\www.sec.gov. Copies of these documents may be obtained, after paying a
duplicating fee, by electronic request at the following e-mail address:
[email protected], or by writing the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
Rafferty Capital Markets, Inc., Distributor
1311 Mamaroneck Avenue
White Plains, New York 10605

SEC File Number: 811-8243

PROSPECTUS
January 2, 2001

[LOGO]

ADVISOR CLASS

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511
<PAGE>
PROSPECTUS

[LOGO]

INVESTOR CLASS
100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

<TABLE>
<S> <C>
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
</TABLE>

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

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<PAGE>
--------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
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................................................ 8
Potomac U.S. Government Money Market Fund................... 10
Performance of The Potomac Funds............................ 11
Fees and Expenses of Investor Class Shares 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 Investor Class of The Potomac Funds.... 15
How to Exchange Investor Class Shares of The Potomac
Funds................................................... 16
How to Sell Investor Class Shares of The Potomac Funds...... 17
Account and Transaction Policies............................ 18

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

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

MORE INFORMATION ON THE POTOMAC FUNDS....................... Back Cover
</TABLE>

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-. If, on a given day, the Nasdaq 100
Index gains 2%, the OTC Plus Fund is designed to gain approximately 2.5% (which
is equal to 125% of 2%), while the OTC/Short Fund is designed to lose 2%.
Conversely, if the Nasdaq 100 Index loses 1% on a given day, the OTC/Short Fund
is designed to gain 1%, while the OTC Plus Fund is to designed to lose 1.25%.

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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2
<PAGE>
--------------------------------------------------------------------------------
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 on a given day. 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 on that day.

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.

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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3
<PAGE>
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 on a given day. 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 on that day.
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.

---------------------------------------------------------------
4
<PAGE>
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, 2000, the average market
capitalization of the companies included in the Russell 2000 was approximately
$580 million. That compares to an average market capitalization of $5.1 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 on a given day. 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 on that day.
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

--------------------------------------------------------------------------------
5
<PAGE>
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 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 on a given day. 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 on that day.

CORE INVESTMENTS
In attempting to achieve their objectives, the Potomac U.S. Funds invest
directly in the securities of companies that comprise the S&P 500 Index. In
addition, the POTOMAC U.S. 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 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 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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6
<PAGE>
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.
Each Potomac Fund is designed to provide daily investment returns that are
a multiple of the returns of its target index. 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 target index),
certain factors will tend to cause a Fund's investment results to vary from the
stated objective. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return on a daily basis due to high
portfolio turnover, transaction costs and/or a temporary lack of liquidity in
the markets for the derivative securities held by the Fund. A Fund that meets
its daily targets over a period of time will not necessarily produce the returns
that might be expected in light of the returns of its target index for that
period. The difference results from the compounding effect of fluctuations in
the market and the use of leverage for the Plus Funds and inverse correlation
for the Short Funds to achieve a Fund's investment objective.
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 anytime its
assets fall below $2 million, Rafferty may invest the assets of any such Fund in
short-term U.S. Government securities until the level of net assets is
sufficient to permit investment in the desired investments. As a result, such
Fund may not

--------------------------------------------------------------------------------
7
<PAGE>
achieve its investment objective 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.

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
target index.

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. Because each Potomac Short Fund seeks
daily returns inverse to its target index, the difference between a Potomac
Short Fund's daily return and the return of its target index may be negatively
compounded during periods in which the markets decline.

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8
<PAGE>
RISK OF POOR TRACKING
Several factors may affect a Fund's ability to achieve its targeted return
on a daily basis. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return due to high portfolio turnover,
transaction costs and/or a temporary lack of liquidity in the markets for the
derivative securities held by a Fund. A failure to achieve its targeted return
on a daily basis may cause a Fund to provide returns over a longer period that
are worse than expected.

RISK OF EARLY CLOSING
The normal close of trading of securities listed on the Nasdaq Stock
Market and New York Stock Exchange ("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, 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

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9
<PAGE>
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 may negatively impact
their earnings. As a result, these factors may negatively affect the performance
of the Internet Index and the Nasdaq 100 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

- 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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10
<PAGE>
PERFORMANCE OF THE POTOMAC FUNDS

The bar chart and the tables below illustrate the annual performance for
the Investor Class shares of the U.S. Plus Fund, U.S./Short Fund, OTC Plus Fund,
OTC/Short Fund, the U.S. Government Money Market Fund and their target indices
for the periods ended December 31, 1999. 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. 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

<TABLE>
<CAPTION>
<S> <C>
U.S. PLUS FUND 1998 34.60%
U.S. Plus Fund 1999 24.45%
U.S./Short Fund 1998 -23.13%
U.S./Short Fund 1999 -14.44%
OTC Plus Fund 1998 104.22%
OTC Plus Fund 1999 129.22%
OTC/Short Fund 1998 -52.99%
OTC/Short Fund 1999 -56.81%
U.S. Government Money Market Fund 1998 4.33%
U.S. Government Money Market Fund 1999 4.03%
</TABLE>

------------------------
The total return from January 1, 2000 to September 30, 2000 for the Investor
Class of 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 -8.20%, 0.59%,
-10.56%, -12.60% and 3.99%, respectively.

The highest and lowest returns of the Funds for a quarter during the two
calendar years ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
FUND HIGHEST QUARTERLY RETURN (%) LOWEST QUARTERLY RETURN (%)
-------------------------------- ---------------------------- ---------------------------
<S> <C> <C>
OTC Plus Fund 68.51 (4th quarter 1999) 0.08 (3rd quarter 1998)
OTC/Short Fund -4.51 (3rd quarter 1998) -35.73 (4th quarter 1999)
U.S. Plus Fund 31.88 (4th quarter 1998) -17.38 (3rd quarter 1998)
U.S./Short Fund 11.00 (3rd quarter 1998) -17.52 (4th quarter 1998)
U.S. Government Money Market
Fund 1.11 (4th quarter 1999) 0.88 (1st quarter 1999)
</TABLE>

AVERAGE ANNUAL RETURNS (for the periods ended December 31, 1999):

<TABLE>
<CAPTION>
FUND ONE YEAR (%) SINCE INCEPTION (%) INCEPTION DATES
----------------------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
OTC Plus Fund 129.22 91.49 October 20, 1997
Nasdaq 100 Index** 101.95 74.71 October 20, 1997

OTC/Short Fund -56.81 -49.85 October 16, 1997
Nasdaq 100 Index** 101.95 73.42 October 16, 1997

U.S. Plus Fund 24.45 27.67 October 20, 1997
S&P 500 Index* 19.53 21.63 October 20, 1997

U.S./Short Fund -14.44 -19.95 November 7, 1997
S&P 500 Index* 19.53 23.95 November 7, 1997

U.S. Government Money Market
Fund 4.03 4.19 October 20, 1997
</TABLE>

------------------------
* 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 INVESTOR CLASS SHARES 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 are based on actual
expenses incurred for the fiscal year ended August 31, 2000.

SHAREHOLDER FEES (fees paid directly from your investment)

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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# 0.20 0.00 0.14 0.00 0.00
Other Expenses* 0.55 0.77 0.61 0.77 0.75
---- ---- ---- ---- ----
Total Annual Operating Expenses* 1.50 1.52 1.50 1.52 1.50
Fee Waiver and/or Reimbursement* 0.00 0.02 0.00 0.02 0.00
---- ---- ---- ---- ----
Net Expenses 1.50 1.50 1.50 1.50 1.50
==== ==== ==== ==== ====
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET
OTC/SHORT SMALL CAP/ SHORT INTERNET/ 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 0.29 0.18 0.00 None
Other Expenses* 0.81 0.46 0.57 1.38 0.53
---- ---- ---- ---- ----
Total Annual Operating Expenses* 1.71 1.65 1.65 2.28 1.03
Fee Waiver and/or Reimbursement* 0.06 0.00 0.00 0.63 0.03
---- ---- ---- ---- ----
Net Expenses 1.65 1.65 1.65 1.65 1.00
==== ==== ==== ==== ====
</TABLE>

------------------------
* Rafferty Asset Management, LLC has contractually agreed to reimburse the
Investor Class Shares of Funds for Other Expenses through August 31, 2003 to
the extent that the Investor Class' 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
fiscal years.
# The Board of Trustees has authorized payment by each Fund (except the Money
Market Fund) of Rule 12b-1 fees 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.

EXPENSE EXAMPLE:
The table below is intended to help you compare the cost of investing in
the Investor Class of 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 the Investor Class of 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
each 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 subsequent years, the expenses are based on Total Annual
Operating

--------------------------------------------------------------------------------
13
<PAGE>
Expenses. 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 $ 928 $2,019
Dow 30 Plus................................ $153 $474 $ 829 $1,813
Small Cap Plus............................. $153 $474 $ 818 $1,791
Small Cap/Short............................ $168 $520 $ 897 $1,955
Internet Plus.............................. $153 $474 $ 829 $1,813
Internet/Short............................. $168 $520 $ 897 $1,955
U.S. Plus.................................. $153 $474 $ 818 $1,791
U.S./Short................................. $168 $520 $1,220 $2,615
U.S. Government Money Market............... $102 $318 $ 569 $1,259
</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 Investor Class share
prices are calculated fifteen minutes after the close of regular trading,
usually as of 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 Investor Class
share price is calculated as of 1:15 pm Eastern time each day the NYSE and
Federal Bank of New York are open. Share price is calculated by dividing a
class' 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 for Investor
Class shares. 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 Investor Class assets on an on-going basis, over

---------------------------------------------------------------
14
<PAGE>
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.
Under the plan, the fees may amount to up to 1.00% of the Investor 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 Investor
Class Total Annual Operating Expenses and the contractual limit on Investor
Class Total Annual Operating Expenses of 1.50% for the Plus Funds and 1.65% for
the Short Funds.

HOW TO INVEST IN THE INVESTOR CLASS OF THE POTOMAC FUNDS
You may invest in the Investor Class of 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.

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 - Investor Class Potomac Funds - Investor Class
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, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA number 0420-00013
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) - Investor Class

- 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 Investor Class 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 Investor Class shares of the Funds.

HOW TO EXCHANGE INVESTOR CLASS SHARES OF THE POTOMAC FUNDS
You may exchange Investor Class shares of your current Fund(s) for
Investor Class shares 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 INVESTOR CLASS 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 Investor Class 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 Investor Class 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 $15.00 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 Investor Class
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 Investor Class 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 Investor Class
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.

SIGNATURE GUARANTEES
In certain instances when you sell Investor Class 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
Investor Class shares of the Funds. We will inform you in writing 30 days prior
to selling Investor Class shares. If you do not bring your total account balance
up to $10,000 within 30 days, we may sell Investor Class shares and send you the
proceeds. We will not sell Investor Class 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 Investor Class
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 POTOMAC FUNDS

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. 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>

An investment committee of Rafferty employees has the day-to-day
responsibility for managing the Potomac Funds.

--------------------------------------------------------------------------------
19
<PAGE>
DISTRIBUTIONS AND TAXES

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

---------------------------------------------------------------
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.

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

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class share. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Investor Class (assuming reinvestment of all
dividends and distributions). 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
-------------------------------------------------------------------
INVESTOR CLASS
POTOMAC FUNDS -------------------------------------------------------------------
YEAR ENDED YEAR ENDED OCTOBER 20,1997(1)
AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ -------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD.................... $ 14.56 $ 9.76 $ 10.00
----------- ----------- --------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)......................... 0.01 0.31 0.36
Net realized and unrealized gain (loss) on
investments(6)........................................ 2.43 4.59 (0.58)
----------- ----------- --------
Total from investment operations.................... 2.44 4.90 (0.22)
----------- ----------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income.................... -- -- (0.02)
Distributions from realized gains....................... -- (0.10) --
----------- ----------- --------
Total distributions................................. -- (0.10) (0.02)
----------- ----------- --------
Net Asset Value, End of Period.......................... $ 17.00 $ 14.56 $ 9.76
=========== =========== ========
TOTAL RETURN............................................ 16.76% 50.38% (2.23%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period............................... $55,311,201 $16,472,869 $466,997
Ratio of net expenses to average net assets:
Before expense reimbursement.......................... 1.50%(7) 1.52% 2.52%(3)
After expense reimbursement........................... 1.50%(7) 1.50% 1.50%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement.......................... 0.05%(7) 2.32% 2.68%(3)
After expense reimbursement........................... 0.05%(7) 2.34% 3.70%(3)
Portfolio turnover rate(5).............................. 2,010% 0% 0%
</TABLE>

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

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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
OTC PLUS FUND
--------------------------------------------------------------------
INVESTOR CLASS
POTOMAC FUNDS --------------------------------------------------------------------
YEAR ENDED YEAR ENDED OCTOBER 20, 1997(1)
AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD................... $ 24.60 $ 10.41 $ 10.00
------------ ----------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)........................ (0.49) (0.23) (0.11)
Net realized and unrealized gain (loss) on
investments(6)....................................... 20.05 14.48 0.52
------------ ----------- ----------
Total from investment operations................... 19.56 14.25 0.41
------------ ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income................... -- -- --
Distributions from realized gains...................... (0.03) (0.06) --
------------ ----------- ----------
Total distributions................................ (0.03) (0.06) --
------------ ----------- ----------
NET ASSET VALUE, END OF PERIOD......................... $ 44.13 $ 24.60 $ 10.41
============ =========== ==========
TOTAL RETURN........................................... 79.54% 137.18% 4.10%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.............................. $184,751,134 $76,682,387 $7,680,546
Ratio of net expenses to average net assets:
Before expense reimbursement......................... 1.50%(7) 1.50% 3.21%(3)
After expense reimbursement.......................... 1.50%(7) 1.50% 1.50%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement......................... (1.26%)(7) (1.16%) (2.84%)(3)
After expense reimbursement.......................... (1.26%)(7) (1.16%) (1.13%)(3)
Portfolio turnover rate(5)............................. 378% 1,000% 2,325%
</TABLE>

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

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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
SMALL CAP PLUS FUND SMALL CAP/SHORT FUND
--------------------------------------------- ---------------------
INVESTOR CLASS INVESTOR CLASS
POTOMAC FUNDS --------------------------------------------- ---------------------
YEAR ENDED FEBRUARY 22, 1999(1) DECEMBER 21, 1999(1)
AUGUST 31, 2000 TO AUGUST 31, 1999 TO AUGUST 31, 2000
------------------ --------------------- ---------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD............... $ 11.10 $ 10.00 $ 50.00
----------- ---------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4).................... 0.19 0.18 1.39
Net realized and unrealized gain (loss) on
investments(6)................................... 1.42 0.92 (8.02)
----------- ---------- -------
Total from investment operations............... 1.61 1.10 (6.63)
----------- ---------- -------
LESS DISTRIBUTIONS:
Dividends from net investment income............... (0.13) -- --
Distributions from realized gains.................. -- -- --
----------- ---------- -------
Total distributions............................ (0.13) -- --
----------- ---------- -------
NET ASSET VALUE, END OF PERIOD..................... $ 12.58 $ 11.10 $ 43.37
=========== ========== =======
TOTAL RETURN....................................... 14.50% 11.00%(2) (13.26%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.......................... $34,065,099 $7,033,622 $36,969
Ratio of net expenses to average net assets:
Before expense reimbursement..................... 1.50%(7) 1.50%(3) 1.65%(3)
After expense reimbursement...................... 1.50%(7) 1.50%(3) 1.39%(3)
Ratio of net investment income (loss) to average
net assets:
Before expense reimbursement..................... 1.55%(7) 3.03%(3) 3.50%(3)
After expense reimbursement...................... 1.55%(7) 3.03%(3) 3.76%(3)
Portfolio turnover rate(5)......................... 3,390% 0% 851%
</TABLE>

24
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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./SHORT FUND(7)
--------------------------------------------------------------------
INVESTOR CLASS
POTOMAC FUNDS --------------------------------------------------------------------
YEAR ENDED YEAR ENDED NOVEMBER 7, 1997(1)
AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD................... $ 34.39 $ 47.30 $ 50.00
---------- ---------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)........................ 0.70(10) 1.05 1.15
Net realized and unrealized gain (loss) on
investments(6)....................................... (5.76) (13.91) (3.85)
---------- ---------- ----------
Total from investment operations................... (5.06) (12.86) (2.70)
---------- ---------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income................... -- -- --
Distributions from realized gains...................... -- (0.05) --
---------- ---------- ----------
Total distributions................................ -- (0.05) --
---------- ---------- ----------
NET ASSET VALUE, END OF PERIOD......................... $ 29.33 $ 34.39 $ 47.30
========== ========== ==========
TOTAL RETURN........................................... (14.71%) (26.77%) (5.40%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.............................. $1,964,139 $4,392,851 $7,768,652
Ratio of net expenses to average net assets:
Before expense reimbursement......................... 2.28% 1.90% 5.29%(3)
After expense reimbursement.......................... 1.62%(8) 1.64% 1.57%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement......................... 1.46% 2.23% (0.46%)(3)
After expense reimbursement.......................... 2.12%(9) 2.49% 3.26%(3)
Portfolio turnover rate(5)............................. 781% 0% 0%
</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 AMOUNTS SHOWN MAY NOT CORRELATE WITH AGGREGATE GAINS AND LOSSES OF
PORTFOLIO SECURITIES DUE TO THE TIMING OF SUBSCRIPTIONS AND REDEMPTIONS OF FUND
SHARES.
(7)THE PER SHARE DATA REFLECTS A 1 FOR 5 REVERSE STOCK SPLIT WHICH OCCURRED ON
JUNE 7, 1999.
(8)THE OPERATING EXPENSE RATIO EXCLUDED DIVIDENDS ON SHORT POSITIONS. THE RATIO
INCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31, 2000 WAS
2.05%.
(9)THE NET INVESTMENT INCOME (LOSS) RATIO INCLUDED DIVIDENDS ON SHORT POSITIONS.
THE RATIO EXCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31,
2000 WAS 2.55%.
(10)NET INVESTMENT INCOME BEFORE DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED
AUGUST 31, 2000 WAS $0.84.

25
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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
OTC/SHORT FUND(10)
--------------------------------------------------------------------
INVESTOR CLASS
POTOMAC FUNDS --------------------------------------------------------------------
YEAR ENDED YEAR ENDED OCTOBER 16, 1997(1)
AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD................... $ 17.06 $ 41.90 $ 50.00
---------- ----------- -----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)........................ 0.23 0.39(9) 0.45(9)
Net realized and unrealized gain (loss) on
investments(6)....................................... (8.90) (25.22) (8.55)
---------- ----------- -----------
Total from investment operations................... (8.67) (24.83) (8.10)
---------- ----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment income................... (0.08) -- --
Distributions from realized gains...................... -- (0.01) --
---------- ----------- -----------
Total distributions................................ (0.08) (0.01) --
---------- ----------- -----------
NET ASSET VALUE, END OF PERIOD......................... $ 8.31 $ 17.06 $ 41.90
========== =========== ===========
TOTAL RETURN........................................... (50.96%) (59.25%) (16.20%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.............................. $3,144,405 $10,863,451 $19,168,538
Ratio of net expenses to average net assets:
Before expense reimbursement......................... 1.71% 1.87% 3.70%(3)
After expense reimbursement.......................... 1.65% 1.65%(7) 1.64%(3,7)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement......................... 1.98% 1.47% (0.74)%(3)
After expense reimbursement.......................... 2.04% 1.69%(8) 1.32%(3,8)
Portfolio turnover rate(5)............................. 1,225% 3,049% 3,346%
</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 AMOUNTS SHOWN MAY NOT CORRELATE WITH AGGREGATE GAINS AND LOSSES OF
PORTFOLIO SECURITIES DUE TO THE TIMING OF SUBSCRIPTIONS AND REDEMPTIONS OF FUND
SHARES.
(7)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.
(8)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.
(9)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.
(10)THE PER SHARE DATA REFLECTS A 1 FOR 5 REVERSE STOCK SPLIT WHICH OCCURRED ON
JUNE 7, 1999.

26
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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
INTERNET PLUS FUND INTERNET/SHORT FUND DOW 30 PLUS FUND
-------------------- --------------------- --------------------
INVESTOR CLASS
POTOMAC FUNDS -------------------------------------------------------------------------
DECEMBER 2, 1999(1) DECEMBER 21, 1999(1) DECEMBER 2, 1999(1)
TO AUGUST 31, 2000 TO AUGUST 31, 2000 TO AUGUST 31, 2000
-------------------- --------------------- --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD.............. $ 10.00 $ 50.00 $ 10.00
---------- -------- -----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)................... (0.11) (4.45)(9) 0.01
Net realized and unrealized gain (loss) on
investments(6).................................. (1.44) (10.15) (0.69)
---------- -------- -----------
Total from investment operations.............. (1.55) (14.60) (0.68)
---------- -------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment income.............. -- -- --
Distributions from realized gains................. -- -- --
---------- -------- -----------
Total distributions........................... -- -- --
---------- -------- -----------
NET ASSET VALUE, END OF PERIOD.................... $ 8.45 $ 35.40 $ 9.32
========== ======== ===========
TOTAL RETURN...................................... (15.50%)(2) (29.20%)(2) (6.80%)(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period......................... $8,126,643 $980,534 $18,509,233
Ratio of net expenses to average net assets:
Before expense reimbursement.................... 1.52%(3) 1.65%(3) 1.52%(3)
After expense reimbursement..................... 1.50%(3) 1.36%(3,7) 1.50%(3)
Ratio of net investment income (loss) to average
net assets:
Before expense reimbursement.................... (1.37%)(3) (15.32%)(3) 0.16%(3)
After expense reimbursement..................... (1.35%)(3) (15.03%)(3,8) 0.18%(3)
Portfolio turnover rate(5)........................ 3,302% 6,371% 1,606%
</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.
RATIO IS CALCULATED ON THE BASIS OF THE FUND AS A WHOLE WITHOUT DISTINGUISHING
BETWEEN THE CLASSES OF SHARES ISSUED.
(6)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.
(7)THE OPERATING EXPENSE RATIO EXCLUDED DIVIDENDS ON SHORT POSITIONS. THE RATIO
INCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31, 2000 WAS
18.33%.
(8)THE NET INVESTMENT INCOME (LOSS) RATIO INCLUDED DIVIDENDS ON SHORT POSITIONS.
THE RATIO EXCLUDING DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED AUGUST 31,
2000 WAS 1.94%.
(9)NET INVESTMENT INCOME BEFORE DIVIDENDS ON SHORT POSITIONS FOR THE YEAR ENDED
AUGUST 31, 2000 WAS $0.57.

27
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Investor Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Investor Class 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). 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. GOVERNMENT MONEY MARKET FUND(1)
--------------------------------------------------------------------
INVESTOR CLASS
POTOMAC FUNDS --------------------------------------------------------------------
YEAR ENDED YEAR ENDED OCTOBER 20, 1997(1)
AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD................... $ 1.00 $ 1.00 $ 1.00
----------- ----------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)........................ 0.05 0.04 0.04
Net realized and unrealized gain (loss) on
investments.......................................... -- -- --
----------- ----------- ----------
Total from investment operations................... 0.05 0.04 0.04
----------- ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income................... (0.05) (0.04) (0.04)
Distributions from realized gains...................... -- -- --
----------- ----------- ----------
Total distributions................................ (0.05) (0.04) (0.04)
----------- ----------- ----------
NET ASSET VALUE, END OF PERIOD......................... $ 1.00 $ 1.00 $ 1.00
=========== =========== ==========
TOTAL RETURN........................................... 5.01% 3.89% 3.89%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period.............................. $16,402,144 $50,222,733 $9,370,384
Ratio of net expenses to average net assets:
Before expense reimbursement......................... 1.03% 1.20% 3.70%(3)
After expense reimbursement.......................... 1.00% 0.99% 1.00%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement......................... 4.93% 3.68% 1.66%(3)
After expense reimbursement.......................... 4.96% 3.89% 4.36%(3)
Portfolio turnover rate(5)............................. N/A N/A N/A
</TABLE>

28
<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 (meaning 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>

SEC File Number: 811-8243

PROSPECTUS
January 2, 2001

[LOGO]

INVESTOR CLASS

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511
<PAGE>
PROSPECTUS

[LOGO]

BROKER CLASS

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

PLUS FUNDS
The Potomac OTC Plus Fund
The Potomac Dow 30-SM- Plus Fund
The Potomac Small Cap Plus Fund
The Potomac U.S. Plus Fund

MONEY MARKET FUND
The 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.
January 2, 2001

---------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
OVERVIEW OF THE POTOMAC FUNDS............................... 2

THE POTOMAC FUNDS........................................... 3
The Potomac OTC Plus Fund................................... 3
The Potomac Dow 30-SM- Plus Fund............................ 3
The Potomac Small Cap Plus Fund............................. 4
The Potomac U.S. Plus Fund.................................. 5
Investment Techniques and Policies.......................... 5
Risk Factors................................................ 6
The Potomac U.S. Government Money Market Fund............... 8
Performance of The Potomac Funds............................ 10
Fees and Expenses of Broker Class Shares of The Potomac
Funds................................................... 11

ABOUT YOUR INVESTMENT....................................... 13
Your Account................................................ 13
Rule 12b-1 Fees............................................. 14
How to Invest in Broker Class Shares of The Potomac Funds... 15
How to Exchange Broker Class Shares of The Potomac Funds.... 15
How to Sell Broker Class Shares of The Potomac Funds........ 16
Prices of Broker Class Shares of The Potomac Funds.......... 16
Account and Transaction Policies............................ 16

ADDITIONAL INFORMATION...................................... 18
Management of The Potomac Funds............................. 18
Distributions and Taxes..................................... 18
Master/Feeder Structure Option.............................. 19

FINANCIAL HIGHLIGHTS........................................ 20

MORE INFORMATION ON THE POTOMAC FUNDS....................... Back Cover
</TABLE>

This Prospectus offers the Broker Class shares of The Potomac Plus Funds
and Money Market Fund. The Broker Class is made available exclusively through a
participating broker or dealer (Broker).

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

---------------------------------------------------------------
2
<PAGE>
--------------------------------------------------------------------------------
THE POTOMAC FUNDS

THE POTOMAC OTC PLUS FUND

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.

THE 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 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.

--------------------------------------------------------------------------------
3
<PAGE>
CORE INVESTMENTS
In attempting to achieve its objective, THE POTOMAC DOW 30 -SM- PLUS FUND
primarily invests directly in the securities of the companies that comprise the
Dow. In addition, the Dow 30 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.

THE POTOMAC SMALL CAP PLUS FUND

CORE INVESTMENTS
In attempting to achieve its objective, THE POTOMAC SMALL CAP PLUS FUND
primarily invests directly in the securities of the companies that comprise the
Russell 2000 Index. In addition, the 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. On a day-to-day basis, the Fund holds U.S.
Government securities and repurchase agreements to collateralize these futures
and options contracts.

---------------------------------------------------------------
4
<PAGE>
TARGET INDEX
THE RUSSELL 2000 -REGISTERED TRADEMARK- INDEX is comprised of the smallest
2000 companies in the Russell 3000 Index. As of May 31, 2000, the average market
capitalization of the companies included in the Russell 2000 was approximately
$580 million. That compares to an average market capitalization of $5.1 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.

THE POTOMAC U.S. PLUS FUND

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
(NYSE). Standard & Poor's is not a sponsor of, or in any way affiliated with,
The Potomac Funds.

--------------------------------------------------------------------------------
5
<PAGE>
securities analysis to accomplish such correlation. Rather, Rafferty primarily
uses statistical and quantitative analysis to determine the investments each
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 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.
Each Potomac Fund is designed to provide daily investment returns that are
a multiple of the returns of its target index. While Rafferty attempts to
minimize any "tracking error" (the statistical measure of the difference between
the investment results of a Fund and the performance of its target index),
certain factors will tend to cause a Fund's investment results to vary from the
stated objective. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return on a daily basis due to high
portfolio turnover, transaction costs and/or a temporary lack of liquidity in
the markets for the derivative securities held by the Fund. A Fund that meets
its daily targets over a period of time will not necessarily produce the returns
that might be expected in light of returns of its target index for that period.
The difference results from the compounding effect of fluctuations in the market
and the use of leverage for the Plus Funds to achieve a Fund's investment
objective.
It is the policy of each 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 any time its
assets fall below $2 million, Rafferty may invest the assets of any such Fund in
short-term U.S. Government securities until the level of net assets is
sufficient to permit investment in the desired investments. As a result, such
Fund may not achieve its investment objective 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.

---------------------------------------------------------------
6
<PAGE>
Fluctuations in the value of common stocks in which the Funds invest will cause
the net asset value of the Funds to fluctuate.

RISK OF POOR TRACKING
Several factors may affect a Fund's ability to achieve its targeted return
on a daily basis. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return due to high portfolio turnover,
transaction costs and/or temporary lack of liquidity in the markets for the
derivative securities held by a Fund. A failure to achieve its targeted return
on a daily basis may cause a Fund to provide returns over a longer period of
time that are worse than expected.

RISK OF EARLY CLOSING
The normal close of trading of securities listed on the Nasdaq Stock
Market 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.

--------------------------------------------------------------------------------
7
<PAGE>
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, 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.

RISKS OF INVESTING IN INTERNET COMPANIES
The Potomac OTC Plus Fund may invest a substantial portion of its 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 may negatively impact their earnings. As a result, these
factors may negatively affect the performance of the Nasdaq 100 Index.

THE POTOMAC U.S. GOVERNMENT MONEY MARKET FUND

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

---------------------------------------------------------------
8
<PAGE>
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 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.

RISK FACTORS

- 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.

--------------------------------------------------------------------------------
9
<PAGE>
PERFORMANCE OF THE POTOMAC FUNDS

The Broker Class shares are a new class of shares offered by The Potomac
Funds. Accordingly, they do not have a full calendar year of performance of
their own. The annual performance illustrated in the bar chart and tables below
represents the actual historical performance for the Funds' Investor Class of
shares not offered in this Prospectus for the U.S. Plus Fund, OTC Plus Fund, and
the U.S. Government Money Market Fund. Because the Investor Class had lower
expenses, its performance was higher than the Broker Class of the Funds would
have received in the same time period.
The tables below provide some indication of the risks of an investment in
these Funds by comparing the performance of the Investor Class of shares with a
broad measure of market performance and by illustrating their highest and lowest
quarterly returns. 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

<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
U.S. Plus Fund 34.60% 24.45%
OTC Plus Fund 104.22% 129.22%
U.S. Government Money Market Fund 4.33% 4.03%
</TABLE>

------------------------
The total return from January 1, 2000 to September 30, 2000 for the
Investor Class of the U.S. Plus Fund, the OTC Plus Fund and the U.S. Government
Money Market Fund was -8.20%, -10.56% and 3.99%, respectively.

The highest and lowest returns of the Funds for a quarter during the two
calendar years ended December 31, 1999 were as follows:

<TABLE>
<CAPTION>
FUND HIGHEST QUARTERLY RETURN (%) LOWEST QUARTERLY RETURN (%)
--------------------------- ---------------------------- ----------------------------
<S> <C> <C>
OTC Plus Fund 68.51 (4th quarter of 1999) 0.08 (3rd quarter of 1998)
U.S. Plus Fund 31.88 (4th quarter of 1998) -17.38 (3rd quarter of 1998)
U.S. Government Money
Market Fund 1.11 (4th quarter of 1999) 0.88 (1st quarter of 1999)
</TABLE>

---------------------------------------------------------------
10
<PAGE>
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, 1999):

<TABLE>
<CAPTION>
FUND ONE YEAR (%) SINCE INCEPTION (%)+
---------------------------------------------- ------------ --------------------
<S> <C> <C>
OTC Plus Fund 129.22 91.49
Nasdaq 100 Index* 101.95 74.71

U.S. Plus Fund 24.45 27.67
S&P 500 Index** 19.53 21.63

U.S. Government Money Market Fund 4.03 4.19
</TABLE>

------------------------
+ The Investor Class of each Fund commenced operations on October 20,
1997.
* 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.
** 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.

FEES AND EXPENSES OF BROKER CLASS SHARES OF THE POTOMAC FUNDS

The tables below describe the fees and expenses that you may pay if you
buy and hold Broker Class shares of the Funds. The expenses below are based on
actual expenses incurred for the fiscal year ended August 31, 2000.

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)............... 5.00%*
Wire Redemption Fee......................................... $15.00
</TABLE>

------------------------
* Declining over a six-year period as follows: 5% during the first
year, 4% during the second year, 3% during the third and fourth
years, 2% during the fifth year, 1% during the sixth year and 0%
thereafter. Broker Class shares will convert to Investor
Class shares approximately eight years after purchase.

--------------------------------------------------------------------------------
11
<PAGE>
ANNUAL OPERATING EXPENSES (expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
MONEY MARKET
OTC PLUS DOW 30 PLUS SMALL CAP PLUS U.S. PLUS FUND
------------- ----------- -------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Management Fees 0.75 0.75 0.75 0.75 0.50
Distribution (12b-1) Fees 1.00+ 1.00 1.00+ 1.00 1.00
Other Expenses* 0.55 0.77 0.61 0.75 0.53
------------- ---- ------------- ---- ----
Total Annual Operating Expenses* 2.30+ 2.52 2.36+ 2.50 2.03
Fee Waiver and/or Reimbursement* 0.00 0.02 0.00 0.00 0.03
------------- ---- ------------- ---- ----
Net Expenses 2.30+ 2.50 2.36+ 2.50 2.00
============= ==== ============= ==== ====
</TABLE>

------------------------
+ Rafferty Asset Management, LLC voluntarily waived Distribution (12b-1) Fees
for the OTC Plus Fund and Small Cap Plus Fund in the amount of 0.30% and
0.09%, repectively. As a result, Total Annual Operating Expenses and Net
Expenses were 2.00% and 2.27% for the OTC Plus Fund and Small Cap Plus Fund,
respectively.

* Rafferty Asset Management, LLC has contractually agreed to reimburse the
Broker Class shares of the Funds for Other Expenses through August 31, 2003 to
the extent that the Broker Class' Total Annual Fund Operating Expenses exceed
2.50% for the Plus Funds and 2.00% for the Money Market Fund. If overall
expenses fall below these percentage limitations, then the Funds may reimburse
Rafferty within the following three fiscal years.

EXPENSE EXAMPLE
The tables below are intended to help you compare the cost of investing in
the Broker Class of The Potomac Funds with the cost of investing in other mutual
funds. The tables show what you would have paid if you invested $10,000 in the
Broker Class of 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 each
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. 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
Assuming redemption at end of period..... $733 $1,018 $1,430 $2,636
Assuming no redemption................... $233 $ 718 $1,230 $2,636
Dow 30 Plus
Assuming redemption at end of period..... $753 $1,079 $1,540 $2,856
Assuming no redemption................... $253 $ 779 $1,340 $2,856
Small Cap Plus
Assuming redemption at end of period..... $739 $1,036 $1,460 $2,696
Assuming no redemption................... $239 $ 736 $1,260 $2,696
U.S. Plus
Assuming redemption at end of period..... $753 $1,079 $1,531 $2,836
Assuming no redemption................... $253 $ 779 $1,331 $2,836
U.S. Government Money Market
Assuming redemption at end of period..... $703 $ 927 $1,293 $2,358
Assuming no redemption................... $203 $ 627 $1,093 $2,358
</TABLE>

---------------------------------------------------------------
12
<PAGE>
--------------------------------------------------------------------------------
ABOUT YOUR INVESTMENT

YOUR ACCOUNT
You may open an account for the Broker Class shares and conduct other Fund
transactions through a participating Broker. You will not pay any sales charges
at the time you invest but your investment is subject to a contingent deferred
sales charge (CDSC). This means that if you sell shares of a Fund within 6 years
of purchase, you may have to pay a sales charge of up to 5% on the original
purchase value of the shares to be sold. However, you will not be charged a CDSC
when you exchange Broker Class shares of one Fund for another. The Funds' Broker
Class shares also have ongoing Rule 12b-1 fees of up to 1.00% of their average
daily net assets as discussed below.
The table below lists the different CDSCs that apply if you sell Broker
Class shares within 6 years of purchase. The CDSC is calculated by multiplying
your original purchase cost by one of the percentages listed in the table. The
longer you hold your shares, the less of a CDSC you would pay. You may sell
shares after 6 years with no CDSC.

--------------------------------------------------------------------------------
13
<PAGE>
BROKER CLASS DEFERRED SALES CHARGES

<TABLE>
<CAPTION>
SALES DURING: CDSC ON SHARES BEING SOLD:
------------- --------------------------
<S> <C>
1st year............... 5%
2nd year............... 4%
3rd year............... 3%
4th year............... 3%
5th year............... 2%
6th year............... 1%
After 6 years.......... None
</TABLE>

If you buy Broker Class shares through certain designated Brokers with
proceeds from the redemption of another mutual fund for which you paid a CDSC
(other than a Potomac mutual fund), those Brokers will reimburse to you all or a
designated portion of the CDSC. Please contact the Funds' distributor, Rafferty
Capital Markets, LLC, to obtain a list of those designated Brokers.

WAIVER OF CDSC:
The CDSC for Broker Class shares currently is waived if the shares are
sold:

- to make certain distributions from retirement plans,

- due to shareholder death or disability (including shareholders who own
shares in joint tenancy with a spouse), or

- to close shareholder accounts that do not comply with the low balance
account requirements.

CONVERSION OF BROKER CLASS SHARES:
If you hold your Broker Class shares for 8 years, we automatically will
convert them to Investor Class shares at no cost. In addition, we will convert
any Broker Class shares purchased with reinvested dividends or distributions.

At the time of the conversion, you will receive Investor Class shares in
an amount equal to the value of your Broker Class shares. Because both classes
have different prices, you may receive more or less Investor Class shares after
the conversion. However, the dollar amount converted will not change so that you
have not lost any money due to the conversion.

RULE 12B-1 FEES
The Funds have adopted a distribution plan under Rule 12b-1 for the Broker
Class shares. 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 Broker Class 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 annual fees may amount to up to 1.00% of the Broker
Class' average daily net assets. The Potomac Funds' Board of Trustees has
authorized each Fund to pay Rule 12b-1 fees equal to 1.00% of the average daily
net assets of the Broker Class.

HOW TO INVEST IN BROKER CLASS SHARES OF THE POTOMAC FUNDS
You may invest in the Broker Class of the Funds through traditional
investment accounts, individual retirement accounts (including Roth IRAs),
self-directed or company sponsored retirement plans or other products as
available from your Broker. Applications and descriptions of any services fees
for retirement or other accounts are available from your Broker.

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.

TO PURCHASE BROKER CLASS SHARES:

- Contact your Broker.

- Your Broker will help you complete the necessary paperwork, mail your
Account Application to The Potomac Funds and place your order to purchase
Broker Class shares of the Funds.

- 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.

HOW TO EXCHANGE BROKER CLASS SHARES OF THE POTOMAC FUNDS
You may exchange Broker Class shares of your current Fund(s) for Broker
Class shares of any other Fund without any charges. To make an exchange:

- Contact your Broker.

- 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.

--------------------------------------------------------------------------------
15
<PAGE>
- You must exchange at least a $1,000 or, if your account value is less than
that, your entire account balance will be exchanged.

HOW TO SELL BROKER CLASS 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 the Funds have received your order from your
Broker.

TO SELL BROKER CLASS SHARES:

- Contact your Broker.

- He or she will place your order to sell Broker Class shares of the Funds.

- Payment can be directed to your advisory account normally within three
days after your Broker places your 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 request will be processed the same day if you call between 9:00 A.M.
AND 3:40 P.M. Eastern time (or 1:00 p.m. for the Money Market Fund).

PRICES OF BROKER CLASS SHARES 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 Advisor Class share
prices are calculated as of fifteen minutes after the close of regular trading,
usually at 4:15 p.m. Eastern time, each day the New York Stock Exchange (NYSE)
is open for business. The U.S. Government Money Market Fund's Advisor
Class share price is calculated as of 1:15 p.m. Eastern time each day the NYSE
and Federal Bank of New York are open. Share price is calculated by dividing the
Broker Class' 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
prices

- 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

ACCOUNT AND TRANSACTION POLICIES

ORDER POLICIES
You may buy and sell Broker Class 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

---------------------------------------------------------------
16
<PAGE>
received by 3:40 P.M. Eastern time (or 1:00 p.m. for the Money Market Fund). The
Funds 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 Broker
Class 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.

SIGNATURE GUARANTEES
In certain instances when you sell Broker Class 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

- 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
Broker Class shares of the Funds. We will inform you in writing 30 days prior to
selling your Broker Class shares. If you do not bring your total account balance
up to $10,000 within 30 days, we may sell your Broker Class shares and send you
the proceeds. We will not sell your Broker Class 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 Broker
Class 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.

--------------------------------------------------------------------------------
17
<PAGE>
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION

MANAGEMENT OF THE POTOMAC FUNDS
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. 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
U.S. Government Money Market Fund 0.50
</TABLE>

An investment committee of Rafferty employees has the day-to-day
responsibility for managing the Potomac Funds.

DISTRIBUTIONS AND TAXES

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. If you elect to receive distributions by check and the post office
cannot deliver such check or your check remains uncashed for six months, a Fund
reserves the right to reinvest the check in your Potomac Fund account at the
Fund's then current NAV and to reinvest all subsequent distributions in shares
of the Fund until an updated address is received.

---------------------------------------------------------------
18
<PAGE>
TAXES
The following table illustrates the potential tax liabilities for taxable
accounts:

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.

--------------------------------------------------------------------------------
19
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand the
financial performance of the Broker Class shares of each Fund outstanding for
the periods indicated. The information in the tables has been audited by
PricewaterhouseCoopers LLP, the Funds' independent accountants. Certain
information reflects financial results for a single Broker Class share. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Broker Class (assuming reinvestment of all
dividends and distributions). 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
POTOMAC FUNDS ---------------------------------------------------------------------
INVESTOR CLASS
BROKER CLASS --------------------------------------------
AUGUST 22, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------- ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD................................. $ 16.69 $ 9.76 $ 10.00
------- ----------- --------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)....................... (0.01) 0.31 0.36
Net realized and unrealized gain (loss) on
investments(6)...................................... 0.27 4.59 (0.58)
------- ----------- --------
Total from investment operations.................. 0.26 4.90 (0.22)
------- ----------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income.................. -- -- (0.02)
Distributions from realized gains -- (0.10) --
------- ----------- --------
Total distributions -- (0.10) (0.02)
------- ----------- --------
Net Asset Value, End of Period........................ $ 16.95 $ 14.56 $ 9.76
======= =========== ========
TOTAL RETURN.......................................... 1.56%(2) 50.38% (2.23)%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period............................. $83,749 $16,472,869 $466,997
Ratio of net expenses to average net assets:
Before expense reimbursement........................ 2.50%(3)(,)(7) 1.52% 2.52%(3)
After expense reimbursement......................... 2.50%(3)(,)(7) 1.50% 1.50%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement........................ (2.47)%(3)(,)(7) 2.32% 2.68%(3)
After expense reimbursement......................... (2.47)%(3)(,)(7) 2.34% 3.70%(3)
Portfolio turnover rate(5)............................ 2,010% 0% 0%
</TABLE>

20
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
OTC PLUS FUND
POTOMAC FUNDS ---------------------------------------------------------------------
INVESTOR CLASS
BROKER CLASS --------------------------------------------
AUGUST 22, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------- ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD................................. $ 40.81 $ 10.41 $ 10.00
------- ----------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)....................... (0.02) (0.23) (0.11)
Net realized and unrealized gain (loss) on
investments(6)...................................... 3.28 14.48 0.52
------- ----------- ----------
Total from investment operations.................. 3.26 14.25 0.41
------- ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income.................. -- -- --
Distributions from realized gains -- (0.06) --
------- ----------- ----------
Total distributions -- (0.06) --
------- ----------- ----------
Net Asset Value, End of Period........................ $ 44.07 $ 24.60 $ 10.41
======= =========== ==========
TOTAL RETURN.......................................... 7.99%(2) 137.18% 4.10%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period............................. $11,554 $76,682,387 $7,680,546
Ratio of net expenses to average net assets:
Before expense reimbursement........................ 2.30%(3)(,)(7) 1.50% 3.21%(3)
After expense reimbursement......................... 2.00%(3)(,)(7) 1.50% 1.50%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement........................ (2.05)%(3)(,)(7) (1.16)% (2.84)%(3)
After expense reimbursement......................... (1.75)%(3)(,)(7) (1.16)% (1.13)%(3)
Portfolio turnover rate(5)............................ 378% 1,000% 2,325%
</TABLE>

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

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
SMALL CAP PLUS FUND DOW 30 PLUS FUND
POTOMAC FUNDS ---------------------------------------------- -------------------
BROKER CLASS INVESTOR CLASS BROKER CLASS
MARCH 28, 2000(1) FEBRUARY 22, 1999(1) AUGUST 17, 2000(1)
TO AUGUST 31, 2000 TO AUGUST 31, 1999 TO AUGUST 31, 2000
------------------- --------------------- -------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD............................... $ 15.06 $ 10.00 $ 9.12
----------- ----------- ------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)..................... 0.04 0.18 --
Net realized and unrealized gain (loss) on
investments(6).................................... (2.53) 0.92 0.20
----------- ----------- ------
Total from investment operations................ (2.49) 1.10 0.20
----------- ----------- ------
LESS DISTRIBUTIONS:
Dividends from net investment income................ -- -- --
Distributions from realized gains -- -- --
----------- ----------- ------
Total distributions -- -- --
----------- ----------- ------
Net Asset Value, End of Period...................... $ 12.57 $ 11.10 $ 9.32
=========== =========== ======
TOTAL RETURN........................................ (16.53)%(2) 11.00%(2) 2.19%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period........................... $12,034,922 $ 7,033,622 $5,108
Ratio of net expenses to average net assets:
Before expense reimbursement...................... 2.36%(3)(,)(7) 1.50%(3) 2.52%(3)
After expense reimbursement....................... 2.27%(3)(,)(7) 1.50%(3) 2.50%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement...................... 0.77%(3)(,)(7) 3.03%(3) 0.39%(3)
After expense reimbursement....................... 0.86%(3)(,)(7) 3.03%(3) 0.41%(3)
Portfolio turnover rate(5).......................... 3,390% 0% 1,606%
</TABLE>

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

<TABLE>
<CAPTION>
For a fund share outstanding throughout the period
U.S. GOVERNMENT MONEY MARKET FUND
POTOMAC FUNDS ---------------------------------------------------------------------
INVESTOR CLASS
BROKER CLASS --------------------------------------------
MARCH 22, 2000(1) YEAR ENDED OCTOBER 20, 1997(1)
TO AUGUST 31, 2000 AUGUST 31, 1999 TO AUGUST 31, 1998
------------------- ------------------ --------------------
<S> <C> <C> <C>
PER SHARE DATA:
NET ASSET VALUE,
BEGINNING OF PERIOD................................. $ 1.00 $ 1.00 $ 1.00
-------- ----------- ----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(4)....................... 0.01 0.04 0.04
Net realized and unrealized gain (loss) on
investments......................................... -- -- --
-------- ----------- ----------
Total from investment operations.................. 0.01 0.04 0.04
-------- ----------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income.................. (0.01) (0.04) (0.04)
Distributions from realized gains -- -- --
-------- ----------- ----------
Total distributions (0.01) (0.04) (0.04)
-------- ----------- ----------
Net asset value, end of period........................ $ 1.00 $ 1.00 $ 1.00
======== =========== ==========
TOTAL RETURN.......................................... 0.61%(2) 3.89% 3.89%(2)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period............................. $710,457 $50,222,733 $9,370,384
Ratio of net expenses to average net assets:
Before expense reimbursement........................ 2.03%(3) 1.20% 3.70%(3)
After expense reimbursement......................... 2.00%(3) 0.99% 1.00%(3)
Ratio of net investment income (loss) to average net
assets:
Before expense reimbursement........................ 4.37%(3) 3.68% 1.66%(3)
After expense reimbursement......................... 4.40%(3) 3.89% 4.36%(3)
Portfolio turnover rate(5)............................ N/A N/A N/A
</TABLE>

23
<PAGE>
MORE INFORMATION ON THE POTOMAC FUNDS

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

<TABLE>
<S> <C>
Write to: The Potomac Funds
P.O. Box 1993
Milwaukee, Wisconsin 53201-1993
Call: (800) 851-0511
</TABLE>

Rafferty Capital Markets, Inc., Distributor
1311 Mamaroneck Avenue
White Plains, New York 10605

SEC File Number: 811-8243

PROSPECTUS
January 2, 2001

[LOGO]

BROKER CLASS

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

<PAGE>

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 currently offers to the public ten separate investment portfolios.
THIS SAI RELATES TO THE INVESTOR CLASS OF THE FUNDS ("INVESTOR FUNDS"), THE
ADVISOR CLASS OF THE U.S. PLUS, OTC PLUS, DOW 30 PLUS, INTERNET PLUS, SMALL CAP
PLUS, AND MONEY MARKET FUNDS ("ADVISOR FUNDS") AND THE BROKER CLASS OF THE U.S.
PLUS, OTC PLUS, DOW 30 PLUS, INTERNET PLUS, SMALL CAP PLUS, AND MONEY MARKET
FUNDS ("BROKER 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 targeted returns to a specific index on a given day. 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 Funds below seek the following
investment results as compared to their target indices:

<TABLE>
<CAPTION>
FUND TARGET INDEX
<S> <C>

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 Industrial Average(SERVICEMARK)
Plus Fund
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 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
</TABLE>

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 ("SAI") dated January 2, 2001 is not a
prospectus. It should be read in conjunction with the Trust's Prospectus dated

<PAGE>

January 2, 2001. A copy of the Prospectus is available, without charge, upon
request to the Trust at the address or telephone number above.

2
<PAGE>

TABLE OF CONTENTS

PAGE

THE POTOMAC FUNDS............................................................4
CLASSIFICATION OF THE FUNDS..................................................4
INVESTMENT POLICIES AND TECHNIQUES...........................................5
American Depository Receipts ("ADRs").....................................5
Illiquid Investments and Restricted Securities............................5
Indexed Securities........................................................6
Investments in Other Investment Companies.................................7
Options, Futures and Other Strategies.....................................7
Repurchase Agreements....................................................13
Short Sales..............................................................13
U.S. Government Securities...............................................14
Other Investment Risks and Practices.....................................15
Tracking Error...........................................................17
INVESTMENT RESTRICTIONS.....................................................17
PORTFOLIO TRANSACTIONS AND BROKERAGE........................................20
MANAGEMENT OF THE TRUST.....................................................22
Trustees and Officers....................................................22
Five Percent Shareholders................................................25
Investment Adviser.......................................................33
Fund Administrator, Fund Accountant, Transfer Agent and Custodian........35
Distributor..............................................................36
Distribution Plans.......................................................37
Independent Accountants..................................................38
DETERMINATION OF NET ASSET VALUE............................................38
PURCHASES AND REDEMPTIONS...................................................39
Retirement Plans.........................................................39
Redemptions by Telephone.................................................40
Redemption in Kind.......................................................40
Receiving Payment........................................................40
EXCHANGE PRIVILEGE..........................................................41
CONVERSION OF BROKER CLASS SHARES...........................................41
PERFORMANCE INFORMATION.....................................................42
Comparative Information..................................................42
Total Return Computations................................................43
Yield Computations.......................................................46
SHAREHOLDER AND OTHER INFORMATION...........................................47
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES....................................48
Dividends and Other Distributions........................................48
Taxes....................................................................48
FINANCIAL STATEMENTS........................................................51

3
<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 offers ten 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 Internet Plus Fund ("Internet Plus
Fund"), the Potomac Internet/Short Fund ("Internet Short Fund"), the Potomac
Small Cap Plus Fund ("Small Cap Plus Fund"), the Potomac Small Cap/Short Fund
("Small Cap Short Fund") and the Potomac U.S. Government Money Market Fund
("Money Market Fund") (collectively, the "Funds"). The Trust may offer
additional series to the public in the future.

Each Fund currently 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 on a given day 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

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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.

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, and Internet/Short Fund may invest in ADRs. The OTC/Short
Fund and Small Cap/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 use outside the United States.

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.

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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
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
("AMEX"). 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,

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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(SERVICE MARK). 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 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.

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
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

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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
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

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its custodian, Firstar Bank, 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
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.

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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.

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.

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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.

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
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.

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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.

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

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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.

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, and the Small Cap/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 borrowed by purchasing
the security at the market price at the time of replacement. The price at such

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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 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;
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, and the Small Cap 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.

14
<PAGE>

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, 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
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.

15
<PAGE>

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.

TRACKING ERROR

16
<PAGE>

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, and 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.

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.

17
<PAGE>

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 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.

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, SMALL CAP
PLUS FUND AND THE INTERNET PLUS FUND, HAS ADOPTED THE FOLLOWING INVESTMENT
LIMITATION:

A Fund shall not:

18
<PAGE>

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, 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, 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:

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:

19
<PAGE>

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.

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

20
<PAGE>

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
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, the two fiscal years ended August 31, 2000 were
$8,938, $42,360 and $162,823, respectively. Those commissions were paid on
brokerage transactions worth $174,191,426, $1,099,600,547 and $2,706,238,032,
respectively.

Aggregate brokerage commissions paid by U.S./Short Fund for the period November
7, 1997 to August 31, 1998, the two fiscal years ended August 31, 2000 were
$3,618, $13,861 and $9,287, respectively. Those commissions were paid on
brokerage transactions worth $78,849,094, $459,448,390 and $288,108,034,
respectively.

21
<PAGE>

Aggregate brokerage commissions paid by OTC Plus Fund for the period October 20,
1997 to August 31, 1998 and the two fiscal years ended August 31, 2000 were
$7,628, $34,558 and $56,097, respectively. Those commissions were paid on
brokerage transactions worth $9,942,393, $72,067,551 and $1,054,465,605,
respectively.

Aggregate brokerage commissions paid by OTC/Short Fund for the period October
16, 1997 to August 31, 1998 and for the two fiscal years ended August 31, 2000
were $858, $1,521 and $2,465, respectively. Those commissions were paid on
brokerage transactions worth $698,439, $50,906,648 and $192,774,715,
respectively.

Aggregate brokerage commissions paid by Dow 30 Plus Fund for the period December
2, 1999 to August 31, 2000 was $194,005. Those commissions were paid on
brokerage transactions worth $612,095,452.

Aggregate brokerage commissions paid by Internet Plus Fund for the period
December 2, 1999 to August 31, 2000 was $84,296. Those commissions were paid on
brokerage transactions worth $105,645,646.

Aggregate brokerage commissions paid by Internet/Short Fund for the period
December 21, 2000 to August 31, 2000 was $67,700. Those commissions were paid on
brokerage transactions worth $174,004,963.

Aggregate brokerage commissions paid by Small Cap Plus Fund for the period
February 16, 1999 to August 31, 1999 and fiscal year ended August 31, 2000 were
$151,137 and $1,163,429, respectively. Those commissions were paid on brokerage
transactions worth $1,009,836,250 and $1,974,684,174, respectively.

Aggregate brokerage commissions paid by Small Cap/Short Fund for the period
December 21, 1999 to August 31, 2000 was $45,782. Those commissions were paid on
brokerage transactions worth $580,923,894.

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.

<TABLE>
<CAPTION>
Position With Principal Occupation
Name (Age) the Trust During Past Five Years
---------- --------- ----------------------
<S> <C> <C>
Lawrence C. Rafferty* (59) Chief Executive Chairman and Chief Executive Officer
Officer, Chairman of of Rafferty, 1997-present; Chief
the Board of Trustees Executive Officer of Rafferty

22
<PAGE>

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

Jay F. Higgins* (57) Trustee Managing Partner of CloverLeaf
411 West Putnam Street Partners, Inc., 1992-1997 (investment
Greenwich, CT 06830 banking).

Daniel J. Byrne (56) Trustee President and Chief Executive Officer
1325 Franklin Avenue of Byrne Securities Inc.,
Suite 285 1992-present; Partner of Byrne Capital
Garden City, NY 11530 Management LLP, 1996-present.

Gerald E. Shanley III (56) Trustee Business Consultant, 1985-present;
12 First Street Trustee of Estate of Charles S.
Pelham, NY 10803 Payson, 1987-present.

Daniel D. O'Neill (33) President Managing Director of the Adviser,
1999-present; Portfolio Manager,
Hermitage Capital Management,
1998-1999; Associate, Akin, Gump,
Stauss, Hauer & Feld, LLP, 1995-1998.

Timothy P. Hagan (59) Chief Financial Officer Vice President of Rafferty,
100 S. Royal Street 1997-present; Vice President of PADCO
Alexandria, VA 22314 Advisors, 1993-1997, Vice President of
Money Management Associates, 1981-1993.

Philip A. Harding (58) Senior Vice President Vice President of the Rafferty,
1997-present; Vice President of
Commerzbank (USA), 1995-1997; Senior
Vice President of Sanwa Bank (USA),
1992-1995.

Mark D. Edwards (44) Vice President Vice President of Rafferty, 1997 to
100 S. Royal Street present; President & Co-Founder of
Alexandria, VA 22314 Systems Management Group, 1990-1997.

23
<PAGE>

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

Stephen P. Sprague (52) Treasurer, Vice President and Chief Financial
Controller and Officer of Rafferty, 1997-present;
Assistant Secretary Chief Financial Officer of Rafferty
Companies, LLC, 1994-present; Chief
Accountant--International Sub.,
Goldman Sachs & Co., 1983-1993.

Robert J. Zutz (47) Secretary Partner, Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave. (law firm).
Washington, DC 20036

Eric W. Falkeis (27) Assistant Secretary Assistant Vice President, Firstar
615 East Michigan Street Mutual Fund Services LLC,
Milwaukee, WI 53202 1997-present; Audit Senior with
PricewaterhouseCoopers LLP, 1995-1997.
</TABLE>

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

* 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.

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, 2000.

<TABLE>
<CAPTION>
-------------------------- ---------------- --------------------- ---------------- ------------------
Pension or Aggregate
Retirement Benefits Estimated Compensation
Aggregate Accrued As Part of Annual From the Trust
Name of Person, Compensation the Trust's EXPENSES Benefits Upon Paid to the
Position From the Trust Expenses Retirement Trustees
-------------------------- ---------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>

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

Jay F. Higgins, Trustee $3,000 $0 $0 $3,000

Daniel J. Byrne, Trustee $3,000 $0 $0 $3,000

24
<PAGE>

Gerald E. Shanley III, $3,000 $0 $0 $3,000
Trustee
-------------------------- ---------------- --------------------- ---------------- ------------------
</TABLE>

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 November 30, 2000

U.S. PLUS FUND

US PLUS FUND - INVESTOR CLASS

Name Percentage
---- ----------

Trust Company of America 63.84%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 14.97%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 5.32%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

US PLUS FUND - ADVISOR CLASS

CIBC World Markets Corp. 90.89%
P.O. Box 3484
Church Street Station
New York, NY 10008-3484

Yu-Bing Chan & Shing C. Chan Trust 8.98%
1907 32nd Avenue
San Fransisco, CA 94116-1122

US PLUS FUND - BROKER CLASS

Michelle L. Ledioyt 28.72%
9093 W. Swan Circle

25
<PAGE>

Brentwood, MO 63144-1646

Amy C. Ledioyt 28.72%
9093 W. Swan Circle
Brentwood, MO 63144-1646

Fahnestock & Co. Inc. 21.13%
FBO Leonid Slutsky
125 Broad Street
New York, NY 11021

Fahnestock & Co. Inc. 8.07%
FBO John Nappi IRA
125 Broad Street
New York, NY 11021

Fahnestock & Co. Inc. 8.07%
FBO Phillis Nappi
125 Broad Street
New York, NY 11021

U.S./SHORT FUND

US/SHORT FUND - INVESTOR CLASS

Name Percentage
---- ----------

Trust Company of America 57.54%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 25.56%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

OTC PLUS FUND

OTC PLUS FUND - INVESTOR CLASS

Name Percentage
---- ----------

Charles Schwab & Co. Inc. 55.00%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.

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<PAGE>

Suite 700
Denver, CO 80246

Investors Fiduciary Trust 13.25%
FBO Centurion Trust Co.
801 Pennsylvania Avenue
Kansas City, MO 64105-1307

National Investor Services Corp. 7.92%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

National Financial Services Corp. 5.12%
For the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty Street
New York, NY 10281-1003

OTC PLUS FUND - ADVISOR CLASS

Firstar Bank NA Custodian 27.73%
Jonell Mitchell SEP IRA
48 Cobblestone
Houma, LA 70360-5900

Donaldson Lufkin Jenrette Securities Corp.
Inc. 14.46%
P.O. Box 2052
Jersey City, NJ 07303-9998

Huntleigh Securities 10.76%
Alan W. Brass & Deborah J. Brass
8000 Maryland Avenue

Karen M. McElveny & Chris L McElveny 5.30%
P.O. Box 1854
Los Lumas, NM 87031-1854

OTC PLUS FUND - BROKER CLASS

Fahnestock & Co. Inc. 38.09%
Chen Family Trust
125 Broad Street
New York, NY 11021

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<PAGE>

Fahnestock & Co. Inc. 13.52%
Andrea Camelliti IRA Rollover
125 Broad Street
New York, NY 11021

Fahnestock & Co. Inc. 5.71%
FBO Robert A. Duca IRA
125 Broad Street
New York, NY 11021

CIBC World Markets Corp. 5.45%
P.O. Box 3484
Church Street Station
New York, NY 10008-3484

Fahnestock & Co. Inc. 5.25%
Jim Connolly
125 Broad Street
New York, NY 11021

OTC/SHORT FUND

OTC/SHORT FUND - INVESTOR CLASS

Name Percentage
---- ----------

Trust Company of America 47.36%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 19.76%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 9.08%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

DOW 30 PLUS FUND

DOW 30 PLUS FUND - INVESTOR CLASS

Name Percentage
---- ----------

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<PAGE>

Trust Company of America 65.39%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 14.40%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 7.91%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

DOW 30 PLUS FUND - ADVISOR CLASS

Firstar Bank NA Custodian 8.11%
David L. Daut IRA Rollover
2645 W. Marion Avenue
Punta Gorda, FL 33950-5938

Firstar Bank NA Custodian 8.11%
Timothy D. Hunt IRA Rollover
16648 Annas Way
Cesterfield, MO 63005-4908

Patricia A. Kircher 5.68%
3612 Heather Trails Drive
Florissant, MO 63031-1217

INTERNET PLUS FUND

INTERNET PLUS FUND - INVESTOR CLASS

Name Percentage
---- ----------

Charles Schwab & Co. Inc. 56.23%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 14.29%
For the Exclusive Benefit of our Customers

29
<PAGE>

55 Water Street
New York, NY 10041-3299

National Financial Services Corp. 6.22%
For the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty Street
New York, NY 10281-1003

INTERNET PLUS FUND - ADVISOR CLASS

Firstar Bank NA Custodian 16.04%
Edmund Conrow IRA Rollover
2517 Hariman Lane
P.O. Box 1125
Renondo Beach, CA 90278-0125

Firstar Bank NA Custodian 13.70%
Alexander S. Gamboa IRA Rollover
4081 Caminito Davila
San Diego, CA 92122-5108

Firstar Bank NA Custodian 13.26%
Wayne Gruenewald IRA Rollover
503 Roselle Avenue
El Cajon, CA 92021-6320

Firstar Bank NA Custodian 12.74%
Donald L. Morgan IRA Rollover
7424 Mission Bell Lane
La Mesa, CA 91941

Firstar Bank NA Custodian 9.82%
David Gee IRA Rollover
6734 Sunny Brae Drive
San Diego, CA 92119-2313

Firstar Bank NA Custodian 9.38%
Chin Wun Huang IRA Rollover
615 Nevada Avenue
San Mateo, CA 94402-3313

Firstar Bank NA Custodian 5.80%
Christopher Leung IRA Rollover
475 Verducci Drive
Daly City, CA 94015-2843

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<PAGE>

INTERNET/SHORT FUND

INTERNET/SHORT FUND - INVESTOR CLASS

Name Percentage
---- ----------

Turtle & Co. 47.83%
P.O. Box 9427
Boston, MA 02209-9427

Charles Schwab & Co. Inc. 31.61%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

Donaldson Lufkin & Jenrette Securities Corp. 14.56%
P.O. Box 2052
Jersey City, NJ 07303-2052

SMALL CAP PLUS FUND

SMALL CAP PLUS FUND - INVESTOR CLASS

Name Percentage
---- ----------

Charles Schwab & Co. Inc. 66.44%
Special Custody Account for the Benefit of
Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Financial Services Corp. 16.28%
For the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty Street
New York, NY 10281-1003

National Investor Services Corp. 10.72%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

SMALL CAP PLUS FUND - ADVISOR CLASS

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<PAGE>

Tiny C. Pfennighausen & Alfred C.
Pfennighausen 7.39%
6735 E. 51st Place
Tulsa, OK 74145-7602

Madge B. Raney & Norma R. Tarwater 5.55%
6542 E. 27th Place
Tulsa, OK 74129-6114

SMALL CAP/SHORT FUND

SMALL CAP/SHORT FUND - INVESTOR CLASS

Name Percentage
---- ----------

Trust Company of America 69.68%
P.O. Box 6503
Englewood, CO 80155-6503

National Investor Services Corp. 24.78%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

MONEY MARKET FUND

US GOVERNMENT MONEY MARKET FUND - INVESTOR
CLASS

Name Percentage
---- ----------

Mellon Bank
135 Santilli Hwy. 24.14%
Everett, MA 02149-1906

Sanwa Bank California 8.31%
1 Front Street
San Fransisco, CA 94111-5303

US GOVERNMENT MONEY MARKET FUND - ADVISOR
CLASS

CIBC World Markets Corp. 28.60%
P.O. Box 3484
Church Street Station
New York, NY 10008-3484

Trust Company of America 11.49%
7103 S. Revere Pkwy.

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<PAGE>

Englewood, CO 80112-3936

US GOVERNMENT MONEY MARKET FUND - BROKER
CLASS

Ramona P. Johnson & Coyote Johnson Trust 25.73%
6018 S. Joplin Avenue
Tulsa, OK 74135-7655

Bette J. Griffin 13.73%
1638 S. Carson Avenue
Tulsa, OK 74119-4229

* 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.

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%

Rafferty has contractually agreed to reimburse the Investor Class Funds for
other expenses through August 31, 2003 to the extent that the Investor Class
Funds' total annual operating expenses exceed 1.50% for the Investor Class Plus
Funds, 1.65% for the Investor Class Short Funds, and 1.00% for the Investor
Class Money Market Fund. In addition, Rafferty has contractually agreed to
reimburse the Advisor Class Funds for other expenses through August 31, 2003 to
the extent that the Advisor Class Funds' total annual operating expenses exceed
2.50% for the Advisor Plus Funds and 2.00% for the Advisor Class Money Market
Fund. In addition, Rafferty has contractually agreed to reimburse the Broker
Class Funds for other expenses through August 31, 2003 to the extent that the
Broker Class Funds' total annual operating expenses exceed 2.50% for the Broker
Plus Funds and 2.00% for the Broker Class Money Market Fund. If overall expenses

33
<PAGE>

fall below these percentage limitations, then the Investor Class Funds, Advisor
Class Funds or Broker Class Funds may reimburse Rafferty within the following
three fiscal years.

For the period October 20, 1997 to August 31, 1998 and two fiscal years ended
August 31, 2000, the U.S. Plus Fund paid Rafferty advisory fees amounting to
$71,062, $181,865 and $220,709, respectively. For the same periods, Rafferty
waived its fees and/or absorbed expenses in the amounts of $96,923, $5,548 and
$0, respectively.

For the period November 7, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the U.S./Short Fund paid Rafferty advisory fees amounting
to $14,663, $56,190 and $34,964, respectively. For the same periods, Rafferty
waived its fees and/or absorbed expenses in the amounts of $60,726, $16,045 and
$25,542, respectively.

For the period October 20, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the OTC Plus Fund paid Rafferty advisory fees amounting
to $67,763, $433,383 and $1,368,724, respectively. For the same periods,
Rafferty waived its fees and/or absorbed expenses in the amounts of $154,869, $0
and $1,061, respectively.

For the period October 16, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the OTC/Short Fund paid Rafferty advisory fees amounting
to $53,805, $59,599 and $71,297, respectively. For the same periods, Rafferty
waived its fees and/or absorbed expenses in the amounts of $123,475, $14,372 and
$4,411, respectively.

For the period December 2, 1999 to August 31, 2000, the Dow 30 Plus Fund paid
Rafferty advisory fees amounting to $67,941. For the same period, Rafferty
waived its fees and/or absorbed expenses in the amount of $1,588.

For the period December 2, 1999 to August 31, 2000, the Internet Plus Fund paid
Rafferty advisory fees amounting to $68,191. For the same period, Rafferty
waived its fees and/or absorbed expenses in the amount of $1,652.

For the period December 21, 2000 to August 31, 2000, the Internet/Short Fund
paid Rafferty advisory fees amounting to $10,385. For the same period, Rafferty
waived its fees and/or absorbed expenses in the amount of $3,355.

For the period February 22, 1999 to August 31, 1999 and the fiscal year ended
August 31, 2000, the Small Cap Plus Fund paid Rafferty advisory fees amounting
to $212,714 and $259,623, respectively. For the same period, Rafferty waived its
fees and/or absorbed expenses in the amount of $861 and $2,305, respectively.

For the period December 21, 1999 to August 31, 2000, the Small Cap/Short Fund
paid Rafferty advisory fees amounting to $45,510. For the same period, Rafferty
waived its fees and/or absorbed expenses in the amount of $13,344.

For the period October 20, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the Money Market Fund paid Rafferty advisory fees
amounting to $17,168, $121,561 and $252,087, respectively. For the same period,
Rafferty waived its fees and/or absorbed expenses in the amounts of
$92,798,$50,746 and $13,047, respectively.

34
<PAGE>

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 continues in force for an initial 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.

Pursuant to Section 17(j) of the 1940 Act and Rule 17j-1 there under, the Trust,
Rafferty and the distributor have adopted Codes of Ethics ("Codes"). These Codes
permit portfolio managers and other access persons of the Fund to invest in
securities that may be owned by a Fund, subject to certain restrictions.

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, 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 .08% of the first $200 million, .07% of the next $300
million of the average daily net assets, and .05% of the remaining balance,
subject to an overriding minimum of $150,000 for the U.S. Plus Fund, U.S./Short
Fund, OTC Plus Fund, OTC/Short Fund, Small Cap Plus Fund and the Money Market
Fund. For the Internet Plus Fund, Internet/Short Fund, Small Cap/Short Fund, Dow
30 Plus Fund, and Dow 30/Short Fund, the Administrator receives a fee based on
average daily net assets of .08% of the first $200 million, .08% of the next
$500 million, and .05% of the remaining balance with no minimum fee.

For the period from October 20, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the U.S. Plus Fund paid the Administrator $42,305,
$26,960 and $30,693, respectively.

For the period from November 7, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the U.S./Short Fund paid the Administrator $6,538, $7,255
and $3,940, respectively.

For the period from the October 20, 1997 to August 31, 1998 and the two fiscal
years ended August 31, 2000, the OTC Plus Fund paid the Administrator $35,193,
$59,691 and $188,522, respectively.

For the period from October 16, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the OTC/Short Fund paid the Administrator $32,578, $7,534
and $8,243, respectively.

35
<PAGE>

For the period from December 2, 1999 to August 31, 2000, the Dow 30 Plus Fund
paid the Administrator $9,983.

For the period from December 2, 1999 to August 31, 2000, the Internet Plus Fund
paid the Administrator $9,446.

For the period from December 21, 1999 to August 31, 2000, the Internet/Short
Fund paid the Administrator $1,262.

For the period from February 22, 1999 to August 31, 1999 and the fiscal year
ended August 31, 2000, the Small Cap Plus Fund paid the Administrator $25,554
and $35,458, respectively.

For the period from December 21, 1999 to August 31, 2000, the Small Cap/Short
Fund paid the Administrator $5,521.

For the period from October 20, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the Money Market Fund paid the Administrator $13,611,
$24,140 and $53,466, respectively.

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, OTC Plus Fund, OTC/Short Fund, Small
Cap Plus Fund, and Money Market Fund, the fees are $30,000 for the first $50
million of average daily net assets per Fund, .03% on the next $200 million and
.015% on the balance.

For the Internet Plus Fund, Internet/Short Fund, Dow 30 Plus Fund, Dow 30/Short
Fund, and Small Cap/Short Fund, the fees are .06% for the first $50 million of
average daily net assets per Fund, .03% on the next $200 million and .015% 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, 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, 2000, the
Distributor received $69, 605 as compensation from Rafferty for distribution
services.

36
<PAGE>

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
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 U.S. Plus Fund paid $0, $2,542, and $21, respectively, in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the fiscal year ending August 31,
2000.

The U.S./Short Fund paid $0, $1,550, and $0, respectively, in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the fiscal year ending August 31,
2000.

The OTC Plus Fund paid $365,320, $6,210, and $3, respectively, in Investor
Class, Advisor Class and Broker Class 12b-1 fees for the fiscal year ending
August 31, 2000.

The OTC/Short Fund paid $0, $871, and $0, respectively in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the fiscal year ending August 31,
2000.

The Small Cap Plus Fund paid $43,857, $8,088, and $24,057, respectively, in
Investor Class, Advisor Class and Broker Class 12b-1 fees for the fiscal year
ending August 31, 2000.

The U.S. Government Money Market Fund paid $0, $18.019, and $7,944,
respectively, in Investor Class, Advisor Class and Broker Class 12b-1 fees for
the fiscal year ending August 31, 2000.

The Dow 30 Plus Fund paid $0, $34, and $2 respectively, in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the period from December 2, 1999
to August 31, 2000.

The Internet Plus Fund paid $0, 9,908 and $0 in Investor Class, Advisor Class
and Broker Class 12b-1 fees for the period from December 2, 1999 to August 31,
2000.

The Internet/Short Fund paid $2,026, $0, and $0 in Investor Class, Advisor Class
and Broker Class 12b-1 fees for the period from December 21, 1999 to August 31,
2000.

The Small Cap/Short Fund paid $14,773, $0 and $0, respectively, in Investor
Class, Advisor Class and Broker Class 12b-1 fees for the period from December
21, 1999 to August 31, 2000.

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<PAGE>

All of the above 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
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

38
<PAGE>

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.

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 an 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. An IRA also may be used
for certain "rollovers" from qualified benefit plans and from Section 403(b)
annuity plans.

39
<PAGE>

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
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

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<PAGE>

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
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.

41
<PAGE>

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
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 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.

42
<PAGE>

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:

P(1+T)n=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
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.

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<PAGE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL
FUND (INVESTOR CLASS) PERIOD RETURN
--------------------- ------ ------
<S> <C> <C>
U.S. Plus Fund o October 20, 1997 (commencement
of operations) to August 31,
2000 20.73%

o One Year ended August 31, 2000 16.76%

U.S./Short Fund o November 7, 1997 (commencement
of operations) to August 31,
2000 -17.03%

o One Year ended August 31, 2000 -14.71%

OTC Plus Fund o October 20, 1997 (commencement
of operations) to August 31,
2000 68.05%

o One Year ended August 31, 2000 79.54%

OTC/Short Fund o October 16, 1997 (commencement
of operations) to August 31,
2000 -46.24%

o One Year ended August 31, 2000 -50.96%

Dow 30 Plus Fund o December 2, 1999 (commencement
of operations) to August 31,
2000 -6.80%

Internet Plus Fund o December 2, 1999 (commencement
of operations) to August 31,
2000 -15.50%

Internet/Short Fund o December 21, 1999 (commencement
of operations) to August 31,
2000 -29.20%
Small Cap Plus Fund o February 22, 1999 (commencement
of operations) to August 31,
2000 17.02%

o One Year ended August 31, 2000 14.50%

44
<PAGE>

AVERAGE ANNUAL
FUND (INVESTOR CLASS) PERIOD RETURN
--------------------- ------ ------
Small Cap/Short Fund o December 21, 1999 (commencement
of operations) to August 31,
2000 -13.24%

AVERAGE ANNUAL
FUND (ADVISOR CLASS) PERIOD RETURN
-------------------- ------ ------

U.S. Plus Fund o March 22, 2000
(commencement of offering) to
August 31, 2000 (0.12%)

OTC Plus Fund o February 24, 2000 (commencement
of offering) to August 31, 2000
(7.49%)

Dow 30 Plus Fund o June 1, 2000
(commencement of offering) to
August 31, 2000 6.88%

Internet Plus Fund o February 24, 2000 (commencement
of offering) to August 31, 2000 (40.49%)

Small Cap Plus Fund o February 9, 2000 (commencement
of offering) to August 31, 2000 (11.92%)

AVERAGE ANNUAL
FUND (BROKER CLASS) PERIOD RETURN
------------------- ------ ------

U.S. Plus Fund o August 22, 2000
(commencement of offering) to
August 31, 2000 1.56%

45
<PAGE>

AVERAGE ANNUAL
FUND (INVESTOR CLASS) PERIOD RETURN
--------------------- ------ ------
OTC Plus Fund o August 22, 2000
(commencement of offering) to
August 31, 2000 7.99%

Dow 30 Plus Fund o August 17, 2000
(commencement of offering) to
August 31, 2000 2.19%

Small Cap Plus Fund o March 28, 2000
(commencement of offering) to
August 31, 2000 (16.53%)
</TABLE>

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

46
<PAGE>

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.

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, Advisor
Class and Broker Class shares as of August 31, 2000 was 5.54%, 4.54% and .4.54%,
respectively.

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.

47
<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

48
<PAGE>

the Fund's total assets and that does not represent more than 10% of the
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.

49
<PAGE>

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
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.

50
<PAGE>

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, 2000, 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.

51
<PAGE>

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, 2000
as filed with the Securities and Exchange Commission on November 13, 2000 via
EDGAR, Accession Number 0000912057-00-048723.

52
<PAGE>
PROSPECTUS

[POTOMAC FUNDS' LOGO]

INVESTOR CLASS

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PLUS FUNDS SHORT FUNDS
-------------------------------------------------------------------------------
Potomac Japan Plus Fund Potomac Japan/Short Fund
Potomac Dow 30(SERVICEMARK)/
Short Fund
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ADVISOR CLASS

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PLUS FUNDS SHORT FUNDS
-------------------------------------------------------------------------------
Potomac Japan Plus Fund Potomac Japan/Short Fund
Potomac Dow 30(SERVICEMARK)/
Short Fund
Potomac Small Cap/Short Fund
Potomac Internet/Short Fund
Potomac U.S./Short Fund
Potomac OTC/Short Fund

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BROKER CLASS

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

PLUS FUNDS SHORT FUNDS
-------------------------------------------------------------------------------
Potomac Japan Plus Fund Potomac Japan/Short Fund
Potomac Internet Plus Fund Potomac Internet/Short Fund
Potomac Dow 30(SERVICEMARK)/
Short Fund
Potomac Small Cap/Short Fund
Potomac U.S./Short Fund
Potomac OTC/Short Fund
-------------------------------------------------------------------------------

100 South Royal Street
Alexandria, Virginia 22314

1311 Mamaroneck Avenue
White Plains, New York 10605

(800) 851-0511

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.

January 2, 2000

<PAGE>

TABLE OF CONTENTS

OVERVIEW OF THE POTOMAC FUNDS.................................................1

THE POTOMAC FUNDS.............................................................2
Potomac Japan Funds........................................................2
Potomac Dow 30(SERVICEMARK)/Short Fund.....................................3
Potomac Small Cap/Short Fund...............................................3
Potomac Internet Funds.....................................................4
Potomac U.S./Short Fund....................................................5
Potomac OTC/Short Fund.....................................................6
Investment Techniques and Policies.........................................6
Risk Factors...............................................................7
Performance of the Potomac Funds..........................................10
Fees and Expenses of the Potomac Funds....................................10

ABOUT YOUR INVESTMENT........................................................14
Share Prices of the Potomac Funds.........................................14
Classes of Shares.........................................................14
Rule 12b-1 Fees...........................................................16
How to Invest in the Potomac Funds........................................16
How to Exchange Shares of the Potomac Funds...............................18
How to Sell Shares of the Potomac Funds...................................18
Account and Transaction Policies..........................................19

ADDITIONAL INFORMATION.......................................................20
Management of the Funds...................................................20
Distributions and Taxes...................................................21
Master/Feeder Structure Option............................................22
Financial Highlights......................................................22

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

<PAGE>

OVERVIEW OF THE POTOMAC FUNDS

This Prospectus offers the Investor Class, Advisor Class and Broker
Class shares of those Potomac Funds listed on the front cover. The Investor
Class is offered to individual investors. The Advisor Class is made available
exclusively through your investment adviser, bank, trust company or other
authorized representative (Financial Advisor). The Broker Class is made
available exclusively through a participating broker or dealer (Broker).

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 seeks to provide a return that is
equal to 125% of the return of its target index. 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 Japan Plus Fund and the Potomac
Japan/Short Fund is targeted to the Nikkei 225 Stock Average (Nikkei Index). If,
on a given day, the Nikkei Index gains 20%, the Japan Plus Fund is designed to
gain approximately 25% (which is equal to 125% of 20%), while the Japan/Short
Fund is designed to lose 20%. Conversely, if the Nikkei Index loses 10%, the
Japan/Short Fund is designed to gain 10% on a given day, while the Japan Plus
Fund is designed to lose 12.5%.

<PAGE>

THE POTOMAC FUNDS

POTOMAC JAPAN FUNDS

OBJECTIVES:

The POTOMAC JAPAN PLUS FUND seeks to provide investment returns that
correspond to 125% of the performance of the Nikkei 225 Stock Average
(Nikkei Index). If it is successful in meeting its objective, the net asset
value of Japan Plus Fund shares should increase approximately one and a
quarter as much as the Nikkei 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 Japan Plus Fund should decrease approximately one and
a quarter as much when the aggregate prices of the securities in the Nikkei
Index decline on that day.

The POTOMAC JAPAN/SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Nikkei Index. If
it is successful in meeting its objective, the net asset value of
Japan/Short Fund shares should increase in direct proportion to any decrease
in the level of the Nikkei Index on a given day. Conversely, the net asset
value of shares in the Japan/Short Fund should decrease in direct proportion
to any increase in the level of the Nikkei Index on a given day.

The Potomac Japan 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 Japan Funds will
not invest directly in the securities of the companies that comprise the
Nikkei Index. Rather, the Potomac Japan Funds intend to invest in American
Depositary Receipts of such companies and other securities that the
investment advisor believes would provide a return that approximates the
Nikkei Index. The Potomac Japan Funds also will enter into long and short
positions, respectively, in 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 intend to hold U.S. Government securities to
collateralize these futures and options contracts. In addition, the Funds
will enter into repurchase agreements.

TARGET INDEX:

The NIKKEI 225 STOCK AVERAGE is a price-weighted index of the 225
largest Japanese companies listed on the Tokyo Stock Exchange. The Nikkei
Index was first published in 1949 and is generally considered as a proxy for
the Japanese large-capitalization equity market.

POTOMAC DOW 30(SERVICEMARK) /SHORT FUND

OBJECTIVE:

The POTOMAC DOW 30(SERVICEMARK) /SHORT FUND seeks to provide investment
returns that inversely correspond (opposite) to the performance of the Dow
Jones Industrial AVERAGE(SERVICEMARK) (Dow). If it is successful in meeting

2
<PAGE>

its objective, the net asset value of the Dow 30/Short Fund shares should
increase in direct proportion to any decrease in the level of the Dow on a
given day. Conversely, the net asset value of shares in the Dow 30/Short
Fund should decrease in direct proportion to any increase in the level of
the Dow on a given day.
The Potomac Dow 30/Short 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(SERVICEMARK)/
SHORT FUND primarily invests directly in the securities of the companies
that comprise the Dow. In addition, the Potomac Dow 30/Short Fund enters
into short positions in the securities of the companies that comprise the
Dow, 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
Fund holds U.S. Government securities and repurchase agreements to
collateralize these futures and options contracts.

TARGET INDEX:

The DOW JONES INDUSTRIAL AVERAGE(SERVICEMARK) 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(SERVICEMARK), DJIA(SERVICEMARK), and Dow 30(SERVICEMARK) 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 Fund's materials. Dow Jones does not sponsor, endorse,
sell or promote any of the Potomac Funds.

POTOMAC SMALL CAP/SHORT FUND

OBJECTIVE:

The POTOMAC SMALL CAP/SHORT FUND seeks to provide investment returns
that inversely correspond (opposite) to the performance of the Russell
2000(REGISTERED) Index (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 on a given day. 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 on a given day. The Potomac Small
Cap/Short 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 SMALL CAP/SHORT FUND
primarily invests directly in the securities of the companies that comprise
the Russell 2000 Index. In addition, the Potomac Small Cap/Short Fund enters
into short positions in the securities of the 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

3
<PAGE>

basis, the Fund holds U.S. Government securities and repurchase agreements
to collateralize these futures and options contracts.

TARGET INDEX:

The RUSSELL 2000(REGISTERED) INDEX is comprised of the smallest 2000
companies in the Russell 3000 Index. As of May 31, 2000, the average market
capitalization of the companies included in the Russell 2000 was
approximately $580 million. That compares to an average market
capitalization of $5.1 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

OBJECTIVE:

The POTOMAC INTERNET PLUS FUND seeks to provide investment results that
correspond to 125% of the performance of the Dow Jones Composite Internet
Index(TRADEMARK) (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 Dow Jones
Composite Internet Index(SERVICEMARK) (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 on a given day. 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 on a given day.
The Potomac Internet/Short 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 their objective, the POTOMAC INTERNET FUNDS
primarily invest in the securities of companies that comprise the Internal
Index. In addition, Potomac Internet Plus Fund enters into long positions in
stock index futures contracts, options on securities and on stock indices to
produce economically leveraged investment results. In addition, the POTOMAC
INTERNET/SHORT FUND 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 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.

4
<PAGE>

TARGET INDEX:

The DOW JONES COMPOSITE INTERNET INDEX(SERVICEMARK) 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(SERVICEMARK) 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./SHORT FUND

OBJECTIVE:

The POTOMAC U.S./SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Standard & Poor's
500 Composite Stock Price Index(TRADEMARK) (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 on a given day. 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 on a given day.

CORE INVESTMENTS:

Unlike traditional index funds, the POTOMAC U.S./SHORT FUND does not
invest directly in the securities of the companies that comprise the S&P 500
Index. Rather, the Potomac U.S./Short Fund enters into short positions in
Standard & Poor's Depositary Receipts (SPDRs) (which are publicly-traded
index securities based on the S&P 500 Index), options on stock index futures
contracts and options on securities and on stock indices. 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 STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX(TRADEMARK) 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 (NYSE). Standard & Poor's is not a sponsor of, or in any
way affiliated with, the Potomac Funds.

POTOMAC OTC/SHORT FUND

OBJECTIVE:

The POTOMAC OTC/SHORT FUND seeks to provide investment returns that
inversely correspond (opposite) to the performance of the Nasdaq 100
Index(TRADEMARK). If it is successful in meeting its objective, the net

5
<PAGE>

asset value of OTC/Short Fund shares should increase in direct proportion to
any decrease in the level of the Nasdaq 100 Index on a given day.
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 on a given day.

CORE INVESTMENTS:

In attempting to achieve its objective, the POTOMAC OTC/SHORT FUND
invests directly in the securities of the companies that comprise the Nasdaq
100 Index. In addition, the Potomac OTC/Short Fund 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 Fund holds U.S. Government securities and repurchase agreements
to collateralize these futures and options contracts.

TARGET INDEX:

The NASDAQ 100 INDEX(TRADEMARK) 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.

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 Japan Plus Funds,
Rafferty attempts to magnify the returns of the Fund's target index while the
Potomac 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
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.
The Potomac Japan 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 the Japan Plus Fund.
Each Potomac Fund is designed to provide daily investment returns that
are a multiple of the returns of its target index. 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 target index),
certain factors will tend to cause a Fund's investment results to vary from the
stated objective. During periods of market volatility, a Fund may have
difficulty in achieving its targeted return on a daily basis due to high
portfolio turnover, transaction costs and/or a temporary lack of liquidity in
the markets for the derivative securities held by the Fund. A Fund that meets
its daily targets over a period of time will not necessarily produce the returns
that might be expected in light of the returns of its target index for that
period. The difference results from the compounding effect of fluctuations in

6
<PAGE>

the market and the use of leverage for the Japan Plus Fund and inverse
correlation for the Short Funds to achieve a Fund's investment objective.

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 anytime its
assets fall below $2 million, Rafferty may invest assets of a Fund 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, such a Fund may not
achieve its investment objective 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 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
target index.

LEVERAGE RISK:

The Potomac Japan Plus Fund employs leveraged investment techniques. Use of
leverage can magnify the effects of changes in the value of this Fund and makes
it more volatile. The leveraged investment techniques that this Fund employs
should cause investors in this Fund to lose more money in adverse environments.

<PAGE>

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. Because each Potomac Short Fund seeks daily
returns inverse to its target index, the difference between a Potomac Short
Fund's daily return and the return of its target index may be negatively
compounded during periods in which the markets decline.

RISK OF POOR TRACKING:

Several factors may affect a Fund's ability to achieve a high level of
correlation to its targeted return on a daily basis. During periods of market
volatility, a Fund may have difficulty in achieving its targeted return due to
high portfolio turnover, transaction costs and/or a temporary lack of liquidity
in the markets for the derivative securities held by a Fund. A failure to
achieve its targeted return on a daily basis may cause a Fund to provide returns
over a longer period that are worse than expected.

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 Stock Market
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, 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 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.

8
<PAGE>

RISKS OF INVESTING IN INTERNET COMPANIES:

The Potomac Internet Funds concentrate their investments in Internet
companies. In addition, the OTC/Short Fund may invest a substantial portion of
its 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 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.

RISKS OF INVESTING IN JAPANESE COMPANIES:

The Potomac Japan Funds may invest without limit indirectly in Japanese
securities through ADRs. Investments in Japanese securities involve greater
risks than investing in domestic securities. As result, the Funds' returns and
net asset values may be affected to a large degree by fluctuations in currency
exchange rates, political, diplomatic or economic conditions and regulatory
requirements in Japan. Japanese laws and accounting, auditing, and financial
reporting standards typically are not as strict as they are in the U.S., and
there may be less public information available about foreign companies.

PERFORMANCE OF THE POTOMAC FUNDS

Since the Potomac Japan Funds, the Investor Class of the Potomac Dow
30(SERVICEMARK) /Short Fund, and the Advisor Class and Broker Class of Potomac
Short Funds are not operational, the Prospectus does not include a bar chart of
annual total returns or a performance table of average annual total returns.

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 are based on estimated
expenses.

9
<PAGE>

SHAREHOLDER FEES (fees paid directly from your investment)
----------------
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
Investor Class Advisor Class Broker Class

-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases (as a
% of offering price)........................ None None None

Maximum Deferred Sales Charge (as a % of
original purchase price or sales proceeds,
whichever is less).......................... None None 5.00%*

Wire Redemption Fee......................... $15.00 $15.00 $15.00
-------------------------------------------------------------------------------------------------
</TABLE>

* Declining over a six-year period as follows: 5% during the first year, 4%
during the second year, 3% during the third and fourth years, 2% during the
fifth year, 1% during the sixth year and 0% thereafter. Broker Class shares
will convert to Investor Class shares eight years after purchase.

ANNUAL OPERATING EXPENSES (expenses that are deducted from Fund assets)
-------------------------

INVESTOR CLASS:
---------------

--------------------------------------------------------------------------------
Japan Japan/ Dow
Plus^ Short^ 30/Short^
--------------------------------------------------------------------------------

Management Fees 0.75 0.90 0.90

Distribution

(12b-1) Fees^^ 0.00 0.00 0.00

Other Expenses* 0.75 1.21 1.06
---- ---- ----

Total Annual

Operating Expenses* 1.50 2.11 1.96

Fee Waiver and/or

Reimbursement* 0.00 0.46 0.31
---- ---- ----

Net Expenses 1.50 1.65 1.65
==== ==== ====

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

* Rafferty Asset Management, Inc. has contractually agreed to reimburse the
Funds for Other Expenses through August 31, 2003 to the extent that Total
Annual Fund Operating Expenses exceed 1.50% for the Japan Plus Fund and
1.65% for the Short Funds. If overall expenses fall below these percentage
limitations, then the Funds may reimburse Rafferty within the following
three fiscal years.

^ Based on estimated expenses to be incurred in the first year of operations.

^^ The Board of Trustees has authorized payment by each 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 Japan Plus Fund and 1.65% for the Short Funds.

10
<PAGE>

ADVISOR CLASS:
--------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Japan Japan/ Dow Small Internet/
Plus^ Short^ OTC/Short^ 30/Short^ Cap/ Short^ U.S./Short^
Short^
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fees 0.75 0.90 0.90 0.90 0.90 0.90 0.90

Distribution

(12b-1) Fees 1.00 1.00 1.00 1.00 1.00 1.00 1.00

Other Expenses* 0.75 1.21 0.97 1.06 1.21 1.02 1.00
---- ---- ---- ---- ---- ---- ----

Total Annual

Operating Expenses* 2.50 3.11 2.87 2.96 3.11 2.92 2.90

Fee Waiver and/or

Reimbursement* 0.00 0.46 0.22 0.31 0.46 0.27 0.25
---- ---- ---- ---- ---- ---- ----

Net Expenses 2.50 2.65 2.65 2.65 2.65 2.65 2.65
==== ==== ==== ==== ==== ==== ====

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

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

* Rafferty Asset Management, Inc. has contractually agreed to reimburse the
Funds for Other Expenses through August 31, 2003 to the extent that Total
Annual Fund Operating Expenses exceed 2.50% for the Japan Plus Fund and
2.65% for the Short Funds. If overall expenses fall below these percentage
limitations, then the Funds may reimburse Rafferty within the following
three fiscal years.

^ Based on estimated advisor class expenses to be incurred in the first year
of operations.

BROKER CLASS:
-------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Japan Japan/ Dow Small Internet/ Internet
Plus^ Short^ OTC/Short^ 30/Short^ Cap/ Short^ Plus U.S./Short^
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Management Fees 0.75 0.90 0.90 0.90 0.90 0.90 0.75 0.90

Distribution

(12b-1) Fees 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00

Other Expenses* 0.75 1.21 0.97 1.06 1.21 1.02 0.75 1.00
---- ---- ---- ---- ---- ---- ---- ----

Total Annual

Operating Expenses* 2.50 3.11 2.87 2.96 3.11 2.92 2.50 2.90

Fee Waiver and/or

Reimbursement* 0.00 0.46 0.22 0.31 0.46 0.27 0.00 0.25
---- ---- ---- ---- ---- ---- ---- ----

Net Expenses 2.50 2.65 2.65 2.65 2.65 2.65 2.50 2.65
==== ==== ==== ==== ==== ==== ==== ====

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

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

11
<PAGE>

2.65% for the Short Funds. If overall expenses fall below these percentage
limitations, then the Funds may reimburse Rafferty within the following
three fiscal years.

^ Based on estimated broker class expenses to be incurred in the first year of
operations.

EXPENSE EXAMPLE:

The tables below are intended to help you compare the cost of investing
in the different Classes of the Funds with the cost of investing in other mutual
funds. The tables show what you would have paid if you invested $10,000 in each
Class of 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 Classes' operating expenses remain the same through the first
and third years. 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 Japan Funds, Potomac Dow/Short
Fund, Potomac Internet/Short Fund, and the Potomac Small Cap/Short Fund were not
operational during the prior 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:

INVESTOR CLASS:
---------------

-------------------------------------------------------
1 Year 3 Years
-------------------------------------------------------
Japan Plus $153 $474
Japan/Short $168 $520
-------------------------------------------------------
Dow 30/Short $168 $520
-------------------------------------------------------

ADVISOR CLASS:
--------------

--------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Japan Plus $253 $779 n/a n/a
Japan/Short $268 $823 n/a n/a
OTC/Short $268 $823 $1,513 $3,195
Dow 30/Short $268 $823 n/a n/a
Small Cap/Short $268 $823 n/a n/a
Internet/Short $268 $823 n/a n/a
--------------------------------------------------------------------------------
U.S./Short $268 $823 $1,528 $3,223

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

BROKER CLASS:
-------------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Japan Plus

Assuming redemption at end of period $766 $1,083 n/a n/a

Assuming no redemption $253 $779 n/a n/a

Internet/Plus

Assuming redemption at end of period $766 $1,083 n/a n/a

Assuming no redemption $253 $779 n/a n/a

Japan/Short

Assuming redemption at end of period $780 $1,127 n/a n/a

12
<PAGE>

Assuming no redemption $268 $823 n/a n/a

OTC/Short

Assuming redemption at end of period $780 $1,127 $1,736 $3,195
Assuming no redemption $268 $823 $1,513 $3,195

Dow 30/Short

Assuming redemption at end of period $780 $1,127 n/a n/a
Assuming no redemption $268 $823 n/a n/a

Small Cap/Short

Assuming redemption at end of period $780 $1,127 n/a n/a
Assuming no redemption $268 $823 n/a n/a

Internet/Short

Assuming redemption at end of period $780 $1,127 n/a n/a
Assuming no redemption $268 $823 n/a n/a

U.S./Short

Assuming redemption at end of period $780 $1,127 $1,720 $3,223
Assuming no redemption $268 $823 $1,528 $3,223

--------------------------------------------------------------------------------------------
</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, the share prices are calculated fifteen minutes after the close of
regular trading, usually as of 4:15 pm Eastern time, each day the New York Stock
Exchange (NYSE) is open for business. Share price is calculated by dividing a
class' net assets by its shares outstanding. The Funds use the following methods
to price securities held in their portfolios:

o 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

o options on futures are valued at their closing price

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

o 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

CLASSES OF SHARES

The Potomac Funds offers three classes of shares for investors to
purchase - Investor Class, Advisor Class and Broker Class. Each class charges
different fees and expenses.

13
<PAGE>

INVESTOR CLASS:

The Investor Class is best suited for those sophisticated investors who
make their own investment decisions without the advice of an investment
professional. Investor Class shares are subject to ongoing distribution and
service (Rule 12b-1) fees of up to 1.00% of their average daily net assets.
However, because Rafferty has agreed to limit each Fund's total annual
operating expenses, these fees may be significantly lower than the ongoing
Rule 12b-1 fees for the Advisor Class and Broker Class shares.

ADVISOR CLASS:

The Advisor Class is made available through your investment advisor,
bank, trust company or other authorized representative (Financial Advisor).
As an investor in the Advisor Class, you pay no sales charges. However,
Advisor Class shares have ongoing Rule 12b-1 fees of up to 1.00% of their
average daily net assets. Under an agreement with the Funds, your Financial
Advisor may receive these fees from the Funds. In exchange, your Financial
Advisor may provide a number of services, such as:

o placing your orders and issuing confirmations,

o providing investment advice, research and other advisory services,

o handling correspondence for individual accounts,

o acting as the sole shareholder of record for individual
shareholders,

o issuing shareholder statements and reports and o executing daily
investment "sweep" functions.

For more specific information on these and other services, you should
speak to your Financial Advisor. Your Financial Advisor may charge
additional account fees for services beyond those specified above.

BROKER CLASS:

The Broker Class is made available through your broker or dealer
(Broker). As an investor in the Broker Class, your investment is subject to
a contingent deferred sales charge (CDSC). This means that if you sell
shares of a Fund within 6 years of purchase, you may have to pay a sales
charge of up to 5% on the value of the shares to be sold. However, you will
not be charged a CDSC when you exchange Broker Class shares of one Potomac
Fund for another. In addition, the Broker Class shares have ongoing Rule
12b-1 fees of up to 1.00% of their average daily net assets.

The table below lists the different CDSCs that apply if you sell Broker
Class shares within 6 years of purchase. The CDSC is calculated by
multiplying your original purchase cost by one of the percentages listed in
the table. The longer you hold your shares, the less of a CDSC you would
pay. You may sell shares after 6 years with no CDSC.

BROKER CLASS DEFERRED CHARGES

SALES DURING: CDSC ON SHARES BEING SOLD:
------------ -------------------------
1st year 5%
2nd year 4%
3rd year 3%
4th year 3%

14
<PAGE>

5th year 2%
6th year 1%
After 6 years None

WAIVER OF CDSC:
---------------

The CDSC for Broker Class shares currently is waived if the shares are sold:

o to make certain distributions from retirement plans,
o due to shareholder death or disability (including shareholders who
own shares in joint tenancy with a spouse), or
o to close shareholder accounts that do not comply with the low
balance account requirements.

CONVERSION OF BROKER CLASS SHARES:
----------------------------------

If you hold your Broker Class shares for 8 years, we automatically will
convert them to Investor Class shares at no cost. In addition, we will
convert any Broker Class shares purchased with reinvested dividends or
distributions.

At the time of the conversion, you will receive Investor Class shares in
an amount equal to the value of your Broker Class shares. Because both
classes have different prices, you may receive more or less Investor Class
shares after the conversion. However, the dollar amount converted will not
change so that you have not lost any money due to the conversion.

RULE 12B-1 FEES

The Funds have adopted a distribution plan under Rule 12b-1 for each
class of shares. The Plans allow 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.

Under each Plan, the fees may amount to up to 1.00% of that class'
average daily net assets. The Potomac Funds' Board of Trustees has authorized
each Fund to pay Rule 12b-1 fees equal to 1.00% of the average daily net assets
of the Advisor Class and the Broker Class. For the Investor Class, the Board
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 Japan Plus Fund 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

15
<PAGE>

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.

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

Minimum Initial Investment Subsequent Investment

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

Regular Accounts $10,000 $1,000

Retirement Accounts $10,000 $ 0

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

Rafferty may waive these minimum requirements at its discretion. Contact
Rafferty, your Financial Advisor or your Broker for further information.

PURCHASING SHARES:

BY MAIL
-------
o Complete and sign your Account Application.

o Tell us which Fund, the class of shares and the amount you wish to
invest.

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

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

o Cash, credit cards, credit card checks and third-party checks will
not be accepted by the Funds.

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

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

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

BY BANK WIRE TRANSFER

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

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

16
<PAGE>

o Your bank may charge a fee for such services.

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

o Wire orders will only be accepted from 9:00 A.M. TO 3:40 P.M.
Eastern Time.

BY CONTACTING YOUR FINANCIAL ADVISOR OR BROKER
----------------------------------------------

o Contact your Financial Advisor or Broker.

o Your Financial Advisor or Broker will 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:

o Write or call the Potomac Funds' Transfer Agent, or contact your
Financial Advisor or Broker.

o Provide your name, account number, which Funds are involved, and
the number, percentage or dollar value of shares to be exchanged.

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

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

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

o 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.

17
<PAGE>

GENERALLY
---------

o 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.

o 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.

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

o 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
-----------------------

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

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

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

BY WIRE TRANSFER
----------------

o Call the Potomac Funds.

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

o You must wire transfer at least $5,000.

o You will be charged a wire transfer fee of $15.00 in addition to
any charges imposed by your bank.

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

THROUGH YOUR FINANCIAL ADVISOR OR BROKER
----------------------------------------

o Contact your Financial Advisor or Broker.

o He or she will place your order to sell shares of the Funds.

o Payment can be directed to your advisory or brokerage account
normally within three days after your Financial Advisor or Broker
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. The Funds will not accept and process any orders for that day received
after this time.

<PAGE>

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:

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

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

o if the proceeds are payable to a third party

o if the sale is greater than $100,000

o if the wire instructions on the account are being changed

o 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.

19
<PAGE>

ADDITIONAL INFORMATION

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISOR:

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.

------------------------------------------------------------
Advisory Fees Charged

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

Japan Plus Fund 0.75
Short Funds 0.90
------------------------------------------------------------

PORTFOLIO MANAGEMENT:

An investment committee of Rafferty employees has the day-to-day
responsibility for managing the Potomac Funds.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS:

Each Fund distributes dividends from net investment income annually. Net
investment income generally consists of interest income and dividends
received on investments, less expenses.

Each 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. If you elect to receive distributions by check and the post office
cannot deliver such check or your check remains uncashed for six months, a Fund
reserves the right to reinvest the check in your Potomac Fund account at that
Fund's then current NAV and to reinvest all subsequent distributions in shares
of the Fund until an updated address is received.

20
<PAGE>

TAXES:

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

----------------------------------------------------------------------------
Type of Transaction Tax Status*

----------------------------------------------------------------------------
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 Long-term capital gains orlosses
for more than one year (capital gains rate)
Sale or exchange of Fund shares Gains are taxed at the same
owned for less than one year rate as ordinary income; losses
are subject to special rules
----------------------------------------------------------------------------

* 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-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.

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

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

There are no financial highlights for the Funds because none of the
classes of these Funds was operational at the end of the most recent fiscal
year.

22
<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 (meaning 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:

Write to: Potomac Funds Call: (800) 851-0511
P.O. Box 1993
Milwaukee, Wisconsin 53201-1993

These documents and other information about the Funds can be reviewed and copied
at the SEC Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
(202) 942-8090. Reports and other information about the Funds may be viewed on
screen or downloaded from the EDGAR Database on the SEC's Internet web site at
http://www.sec.gov. Copies of these documents may be obtained, after paying a
duplicating fee, by electronic request at the following e-mail address:
[email protected], or by writing the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

Investment Advisor: Rafferty Asset Management, LLC
1311 Mamaroneck Avenue
White Plains, NY 10605

Administrator, Transfer Agent, Firstar Mutual Fund Services, LLC
Dividend Paying Agent, P.O. Box 1993
Shareholder Servicing Agent: Milwaukee, WI 53201-1993

Custodian: Firstar Bank, N.A.
615 East Michigan Street
Milwaukee, WI 53202

Counsel: Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800

Independent Auditors: PricewaterhouseCoopers LLP
100 East Wisconsin Avenue
Milwaukee, WI 53202

Rafferty Capital Markets, Inc., Distributor
1311 Mamaroneck Avenue
White Plains, New York 10605

No person has been authorized to give any information or to make any
representation not contained in this Prospectus, or in the SAI incorporated
herein by reference, in connection with the offering made by this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Funds or their distributor. This
Prospectus does not constitute an offering by the Funds in any jurisdiction in
which such an offering may not lawfully be
made.
SEC File Number: 811-8243

<PAGE>
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 currently consist of thirteen separate investment portfolios. This
SAI relates to the Investor Class of the Potomac Japan Plus Fund, Potomac
Japan/Short Fund and Potomac Dow 30(SM)/Short Fund ("Investor Funds"), the
Advisor Class of the Potomac Japan Plus Fund, Potomac Japan/Short Fund, Potomac
Dow 30(SM)/Short Fund, Potomac Small Cap/Short Fund, Potomac Internet/Short
Fund, Potomac U.S./Short Fund, and Potomac OTC/Short Fund ("Advisor Funds") and
the Broker Class of the Potomac Japan Plus Fund, Potomac Japan/Short Fund,
Potomac Internet Plus Fund, Potomac Internet/Short Fund, Potomac Dow
30(SM)/Short Fund, Potomac Small Cap/Short Fund, Potomac U.S./Short Fund, and
Potomac OTC/Short Fund ("Broker Funds") (collectively, the "Funds").

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

This Statement of Additional Information ("SAI") dated January 2, 2001 is not a
prospectus. It should be read in conjunction with the Trust's Prospectus dated
January 2, 2001. 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
Illiquid Investments and Restricted Securities............................4
Indexed Securities........................................................5
Investments in Other Investment Companies.................................6
Options, Futures and Other Strategies.....................................7
Repurchase Agreements....................................................13
Short Sales..............................................................14
U.S. Government Securities...............................................14
Other Investment Risks and Practices.....................................15
Tracking Error...........................................................17
INVESTMENT RESTRICTIONS.......................................................18
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................20
MANAGEMENT OF THE TRUST.......................................................21
Trustees and Officers....................................................21
Five Percent Shareholders................................................24
Investment Adviser.......................................................27
Fund Administrator, Fund Accountant, Transfer Agent and Custodian........28
Distributor..............................................................29
Distribution Plans.......................................................29
Independent Accountants..................................................30
DETERMINATION OF NET ASSET VALUE..............................................30
PURCHASES AND REDEMPTIONS.....................................................31
Retirement Plans.........................................................31
Redemptions by Telephone.................................................32
Redemption in Kind.......................................................32
Receiving Payment........................................................32
EXCHANGE PRIVILEGE............................................................33
CONVERSION OF BROKER CLASS SHARES.............................................33
PERFORMANCE INFORMATION.......................................................34
Comparative Information..................................................34
Total Return Computations................................................35
Yield Computations.......................................................
SHAREHOLDER AND OTHER INFORMATION.............................................35
Shareholder Information..................................................35
Other Information........................................................36
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES......................................36
Dividends and Other Distributions........................................36
Taxes....................................................................36
FINANCIAL STATEMENTS..........................................................40

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>

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:
the Potomac U.S. Plus Fund, the Potomac U.S./Short Fund ("U.S. Short Fund"), the
Potomac OTC Plus Fund, the Potomac OTC/Short Fund ("OTC/Short Fund"), the
Potomac Dow 30(SM) Plus Fund, the Potomac Dow 30(SM)/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/Short Fund ("Small Cap Short") and the Potomac U.S. Government Money
Market Fund. The Trust may offer additional series in the future.

The Funds offers one or more of the following 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. The Funds provide investment exposure to various securities
markets. Each Fund seeks investment results that correspond on a given day 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 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

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

The OTC/Short 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.

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.

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% 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

4
<PAGE>

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.

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

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

5
<PAGE>

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./Short 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
("AMEX"). 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/Short Fund may invest in DIAMONDS(SM). 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 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. 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.

6
<PAGE>

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

GENERAL. Each 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.

7
<PAGE>

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.

8
<PAGE>

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.

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.

9
<PAGE>

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.

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.

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

10
<PAGE>

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.

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.

11
<PAGE>

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.

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
(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.

12
<PAGE>

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.

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.

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

13
<PAGE>

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% 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.

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
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 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; or
(2) otherwise cover the Fund's short position.

The Internet 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 Funds may invest in Securities issued or guaranteed by the U.S. Government

14
<PAGE>

or its agencies or instrumentalities ("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.

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.

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

BORROWING. The Internet Plus Fund and the Japan 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

15
<PAGE>

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.

LENDING PORTFOLIO SECURITIES. Each Fund may lend portfolio securities with a
value not exceeding 33 1/3% 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.

16
<PAGE>

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
calculated with all securities whose maturities were one year or less is
anticipated to be unusually high.

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

Several factors may affect the Funds' ability to track the performance of their
applicable indices. 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).

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.

17
<PAGE>

INVESTMENT RESTRICTIONS

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 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,

18
<PAGE>

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.

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 JAPAN PLUS FUND AND THE INTERNET PLUS FUND, HAS ADOPTED
THE FOLLOWING INVESTMENT LIMITATION:

A Fund shall not:

THE INTERNET PLUS FUND AND JAPAN 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 JAPAN PLUS FUND AND INTERNET 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.

19
<PAGE>

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

A Fund shall not:

THE OTC/SHORT FUND HAS 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.

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.

20
<PAGE>

Aggregate brokerage commissions paid by Internet Plus Fund for the period
December 2, 1999 to August 31, 2000 was $84,296. Those commissions were paid on
brokerage transactions worth $105,645,646.

Aggregate brokerage commissions paid by Internet/Short Fund for the period
December 21, 2000 to August 31, 2000 was $67,700. Those commissions were paid on
brokerage transactions worth $174,004,963.

Aggregate brokerage commissions paid by Small Cap/Short Fund for the period
December 21, 1999 to August 31, 2000 was $45,782. Those commissions were paid on
brokerage transactions worth $580,923,894.

MANAGEMENT OF THE TRUST

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

21
<PAGE>

<TABLE>
<CAPTION>
Position With Principal Occupation
NAME (AGE) THE TRUST DURING PAST FIVE YEARS
---------- --------- ----------------------
<S> <C> <C>

Lawrence C. Rafferty* (59) Chief Executive Officer, Chairman and Chief Executive Officer of
Chairman of the Board of Rafferty, 1997-present; Chief Executive Officer
Trustees of Rafferty 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.

Jay F. Higgins* (57) Trustee Managing Partner of CloverLeaf Partners, Inc.,
411 West Putnam Street 1992-1997 (investment banking).
Greenwich, CT 06830

Daniel J. Byrne (56) Trustee President and Chief Executive Officer of Byrne
1325 Franklin Avenue Securities Inc., 1992-present; Partner of Byrne
Suite 285 Capital Management LLP, 1996-present.
Garden City, NY 11530

Gerald E. Shanley III (56) 12 Trustee Business Consultant, 1985-present; Trustee of
First Street Estate of Charles S. Payson, 1987-present.
Pelham, NY 10803

Daniel D. O'Neill (33) President Managing Director of the Adviser, 1999-present;
Portfolio Manager, Hermitage Capital
Management, 1998-1999; Associate, Akin, Gump,
Stauss, Hauer & Feld, LLP, 1995-1998.

Timothy P. Hagan (59) Chief Financial Officer Vice President of Rafferty, 1997-present; Vice
100 S. Royal Street President of PADCO Advisors, 1993-1997, Vice
Alexandria, VA 22314 President of Money Management Associates,
1981-1993.

Philip A. Harding (58) Senior Vice President Vice President of the Rafferty, 1997-present;
Vice President of Commerzbank (USA), 1995-1997;
Senior Vice President of Sanwa Bank (USA),
1992-1995.

Mark D. Edwards (44) Vice President Vice President of Rafferty, 1997 to present;
100 S. Royal Street President & Co-Founder of Systems Management
Alexandria, VA 22314 Group, 1990-1997.

22
<PAGE>

Position With Principal Occupation
NAME (AGE) THE TRUST DURING PAST FIVE YEARS
---------- --------- ----------------------

Stephen P. Sprague (52) Treasurer, Vice President and Chief Financial Officer of
Controller and Assistant Rafferty, 1997-present; Chief Financial Officer
Secretary of Rafferty Companies, LLC, 1994-present; Chief
Accountant--International Sub., Goldman Sachs &
Co., 1983-1993.

Robert J. Zutz (48) Secretary Partner, Kirkpatrick & Lockhart LLP (law firm).
1800 Massachusetts Ave.
Washington, DC 20036

Eric W. Falkeis (27) Assistant Secretary Assistant Vice President, Firstar Mutual Fund
615 East Michigan Street Services LLC,
1997-present; Audit Senior with Milwaukee, WI
53202 PricewaterhouseCoopers LLP, 1995-1997.
-----------------
</TABLE>

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

Trustees are reimbursed for any expenses incurred in attending Board meetings.
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, 2000.

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

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

Jay F. Higgins, $7,000 $0 $0 $7,000
Trustee

Daniel J. Byrne, $7,000 $0 $0 $7,000
Trustee

Gerald E. Shanley III, $7,000 $0 $0 $7,000
Trustee
-------------------------------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE>

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 November 30, 2000

U.S./Short Fund
---------------
US/Short Fund - Investor Class
------------------------------

Name Percentage
---- ----------

Trust Company of America 57.54%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 25.56%
Special Custody Account for the Benefit of Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

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

OTC/Short Fund - Investor Class
-------------------------------

Name Percentage
---- ----------

Trust Company of America 47.36%
P.O. Box 6503
Englewood, CO 80155-6503

Charles Schwab & Co. Inc. 19.76%
Special Custody Account for the Benefit of Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 9.08%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

24
<PAGE>

Internet Plus Fund
------------------

Internet Plus Fund - Investor Class
-----------------------------------

Name Percentage
---- ----------

Charles Schwab & Co. Inc. 56.23%
Special Custody Account for the Benefit of Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

National Investor Services Corp. 14.29%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

National Financial Services Corp. 6.22%
For the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty Street
New York, NY 10281-1003

INTERNET PLUS FUND - ADVISOR CLASS

Firstar Bank NA Custodian 16.04%
Edmund Conrow IRA Rollover
2517 Hariman Lane
P.O. Box 1125
Renondo Beach, CA 90278-0125

Firstar Bank NA Custodian 13.70%
Alexander S. Gamboa IRA Rollover
4081 Caminito Davila
San Diego, CA 92122-5108

Firstar Bank NA Custodian 13.26%
Wayne Gruenewald IRA Rollover
503 Roselle Avenue
El Cajon, CA 92021-6320

Firstar Bank NA Custodian 12.74%
Donald L. Morgan IRA Rollover
7424 Mission Bell Lane
La Mesa, CA 91941

Firstar Bank NA Custodian 9.82%
David Gee IRA Rollover
6734 Sunny Brae Drive
San Diego, CA 92119-2313

Firstar Bank NA Custodian 9.38%
Chin Wun Huang IRA Rollover
615 Nevada Avenue
San Mateo, CA 94402-3313

Firstar Bank NA Custodian 5.80%
Christopher Leung IRA Rollover
475 Verducci Drive
Daly City, CA 94015-2843

25
<PAGE>

Internet/short Fund
-------------------

Internet/short Fund - Investor Class
------------------------------------

Name Percentage
---- ----------

Turtle & Co. 47.83%
P.O. Box 9427
Boston, MA 02209-9427

Charles Schwab & Co. Inc. 31.61%
Special Custody Account for the Benefit of Customers
4500 Cherry Creek Dr.
Suite 700
Denver, CO 80246

Donaldson Lufkin & Jenrette Securities Corp. 14.56%
P.O. Box 2052
Jersey City, NJ 07303-2052

Small Cap/short Fund
--------------------

Small Cap/short Fund - Investor Class
-------------------------------------

Name Percentage
---- ----------

Trust Company of America 69.68%
P.O. Box 6503
Englewood, CO 80155-6503

National Investor Services Corp. 24.78%
For the Exclusive Benefit of our Customers
55 Water Street
New York, NY 10041-3299

* 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.

26
<PAGE>

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

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%

Rafferty has contractually agreed to reimburse the Investor Class Funds for
other expenses through August 31, 2003 to the extent that the Investor Class
Funds' total annual operating expenses exceed 1.50% for the Investor Class Plus
Funds and 1.65% for the Investor Class Short Funds. In addition, Rafferty has
contractually agreed to reimburse the Advisor Class Funds for other expenses
through August 31, 2003 to the extent that the Advisor Class Funds' total annual
operating expenses exceed 2.50% for the Advisor Plus Funds and 2.65% for the
Advisor Class Short Funds. In addition, Rafferty has contractually agreed to
reimburse the Broker Class Funds for other expenses through August 31, 2003 to
the extent that the Broker Class Funds' total annual operating expenses exceed
2.50% for the Broker Plus Funds and 2.65% for the Broker Class Short Funds. If
overall expenses fall below these percentage limitations, then the Investor
Class Funds, Advisor Class Funds or Broker Class Funds may reimburse Rafferty
within the following three fiscal years.

27
<PAGE>

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

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 .08% of the first $200 million, .07% of the next $300
million of the average daily net assets, and .05% of the remaining balance,
subject to an overriding minimum of $150,000 for the U.S./Short Fund and
OTC/Short Fund. For the Internet Plus Fund, Internet/Short Fund, Japan Plus
Fund, Japan/Short Fund, Small Cap/Short Fund, and Dow 30/Short Fund, the
Administrator receives a fee based on average daily net assets of .08% of the
first $200 million, .08% of the next $500 million, and .05% of the remaining
balance with no minimum fee.

For the period from November 7, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the U.S./Short Fund paid the Administrator $6,538, $7,255
and $3,940, respectively.

For the period from October 16, 1997 to August 31, 1998 and the two fiscal years
ended August 31, 2000, the OTC/Short Fund paid the Administrator $32,578, $7,534
and $8,243, respectively.

28
<PAGE>

For the period from December 2, 1999 to August 31, 2000, the Internet Plus Fund
paid the Administrator $9,446.

For the period from December 21, 1999 to August 31, 2000, the Internet/Short
Fund paid the Administrator $1,262.

For the period from December 21, 1999 to August 31, 2000, the Small Cap/Short
Fund paid the Administrator $5,521.

For the U.S./Short Fund and OTC/Short Fund, the fees are $30,000 for the first
$50 million of average daily net assets per Fund, .03% on the next $200 million
and .015% on the balance.

For the Internet Plus Fund, Internet/Short Fund, Japan Plus Fund Japan/Short
Fund, Dow 30/Short Fund, and Small Cap/Short Fund, the fees are .06% for the
first $50 million of average daily net assets per Fund, .03% on the next $200
million and .015% on the balance.

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

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

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

29
<PAGE>

The U.S./Short Fund paid $0, $1,550, and $0, respectively, in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the fiscal year ending August 31,
2000.

The OTC/Short Fund paid $0, $871, and $0, respectively in Investor Class,
Advisor Class and Broker Class 12b-1 fees for the fiscal year ending August 31,
2000.

The Internet Plus Fund paid $0, 9,908 and $0 in Investor Class, Advisor Class
and Broker Class 12b-1 fees for the period from December 2, 1999 to August 31,
2000.

The Internet/Short Fund paid $2,026, $0, and $0 in Investor Class, Advisor Class
and Broker Class 12b-1 fees for the period from December 21, 1999 to August 31,
2000.

The Small Cap/Short Fund paid $14,773, $0 and $0, respectively, in Investor
Class, Advisor Class and Broker Class 12b-1 fees for the period from December
21, 1999 to August 31, 2000.

All of the above 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 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.

30
<PAGE>

PURCHASES AND REDEMPTIONS

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

31
<PAGE>

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

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

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

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

32
<PAGE>

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.

EXCHANGE PRIVILEGE

CONVERSION OF BROKER CLASS SHARES

33
<PAGE>

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

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 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 IndexTM
("S&P 500 Index"), the Dow Jones Industrial Average (SM) ("DJIA"), the Nasdaq
100 Stock Index(TM) ("Nasdaq Index"), the Nasdaq Composite Index(TM) ("Nasdaq
Composite"), the Nikkei 225 Stock Average ("Nikkei Index"), the Russell 2000
Index ("Russell 2000"), Dow Jones Composite Internet Index(SM)("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/Short Fund's
total returns compare to the record of a broad average of OTC stock prices over
the same period. The OTC/Short Fund has the ability to invest in securities not
included in the Nasdaq Index or the Nasdaq Composite, and the OTC/Short Fund's
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.

34
<PAGE>

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

P(1+T)(n)=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

The Investor Funds, Advisor Funds and Broker Funds are not operational on or
before the date of this SAI and, therefore, do not have historical performance.

SHAREHOLDER AND OTHER INFORMATION

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

35
<PAGE>

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(SM),
DJIA(SM), and Dow Jones Composite Internet Index(SM) (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.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

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

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, 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.

36
<PAGE>

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 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.

37
<PAGE>

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
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

38
<PAGE>

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
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.

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

39
<PAGE>

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.

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).

FINANCIAL STATEMENTS

40
<PAGE>

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.

<PAGE>

THE POTOMAC FUNDS

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

Item 23. Exhibits

(a) Declaration of Trust*

(b) By-Laws*

(d)(i)(A) Form of Investment Advisory Agreement**

(i)(B) Amendment to Schedule A to Investment Advisory
Agreement+++

(ii)(A) Form of Fund Administration Servicing
Agreement**

(ii)(B) Form of Addendum to Fund Administration
Servicing Agreement++

(e)(i) Form of Distribution Agreement between the
Potomac Funds and Rafferty Capital Markets,
Inc.***

(ii) Form of Dealer Agreement+++

(f) Bonus, profit sharing contracts - None

(g)(i) Form of Custodian Agreement**

(ii) Form of Addendum to Custodian Agreement++

(h)(i)(A) Form of Transfer Agent Agreement**

(i)(B) Form of Addendum to Transfer Agent Agreement++

(ii)(A) Form of Fund Accounting Servicing Agreement**

(ii)(B) Form of Addendum to Fund Accounting Servicing
Agreement++

(iii) Form of Fulfillment Servicing Agreement**

(i) Opinion and consent of counsel (filed herewith)

(j) Consent of Independent Auditors (filed herewith)

(k) Financial statements omitted from prospectus -
None

<PAGE>

(l) Letter of investment intent**

(m)(i) Investor Class Plan pursuant to Rule 12b-1+++

(ii) Advisor Class Plan pursuant to Rule 12b-1+++

(iii) Broker Class Plan pursuant to Rule 12b-1+++

(n) Plan pursuant to Rule 18f-3+++

(o) Reserved

(p) Code of Ethics (filed herewith)

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

* Incorporated herein by reference from the Trust's Initial Registration
Statement on Form N-1A filed with the Securities and Exchange Commission on June
6, 1997 via EDGAR, Accession No. 0000898432-97-000314.

** Incorporated herein by reference from the Pre-effective Amendment No. 1 to
the Trust's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on September 17, 1997 via EDGAR, Accession No.
0000898432-97-000410.

*** Incorporated herein by reference from the Post-effective Amendment No. 1 to
the Trust's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on June 15, 1998 via EDGAR, Accession No.
0000898432-98-000498.

++ Incorporated herein by reference from the Post-effective Amendment No. 2 to
the Trust's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on November 30, 1998 via EDGAR, Accession No.
0000898432-98-000804.

+ + + Incorporated herein by reference from the Post-effective Amendment No. 5
to the Trust's Registration Statement on Form N-1A, filed with the Securities
and Exchange Commission on November 15, 1999 via EDGAR, Accession No.
0000898432-99-001069.

Item 24. Persons Controlled by or under
Common Control with Registrant
------------------------------

None.

Item 25. Indemnification
---------------

Article XI, Section 2 of the Trust's Declaration of Trust
provides that:

(a) Subject to the exceptions and limitations contained in
paragraph (b) below:

(i) every person who is, or has been, a Trustee or officer
of the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust and/or by the appropriate Series to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him or her in connection with any claim, action, suit or proceeding

<PAGE>

in which he or she becomes involved as a party or otherwise by virtue of his or
her being or having been a Covered Person and against amounts paid or incurred
by him or her in the settlement thereof;

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

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office or
(B) not to have acted in good faith in the reasonable belief that his or her
action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, (A) by the court or other body approving the
settlement; (B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor parties to the matter based upon a review of
readily available facts (as opposed to a full trial-type inquiry or full
investigation); or (C) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by independent
legal counsel.

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

(d) Expenses in connection with the preparation and presentation
of a defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 2 may be paid by the Trust from time to time
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him or her
to the Trust if it is ultimately determined that he or she is not entitled to
indemnification under this Section 2; provided, however, that:

(i) such Covered Person shall have provided appropriate
security for such undertaking,

(ii) the Trust is insured against losses arising out of any
such advance payments, or

(iii) either a majority of the Trustees who are neither
interested persons of the Trust nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered Person will be
found entitled to indemnification under this Section 2.

According to Article XII, Section 1 of the Declaration of Trust,
the Trust is a trust and not a partnership. Trustees are not liable personally
to any person extending credit to, contracting with or having any claim against
the Trust, a particular Series or the Trustees. A Trustee, however, is not

<PAGE>

protected from liability due to willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office.

Article XII, Section 2 provides that, subject to the provisions
of Section 1 of Article XII and to Article XI, the Trustees are not liable for
errors of judgment or mistakes of fact or law, or for any act or omission in
accordance with advice of counsel or other experts or for failing to follow such
advice.

Item 26. Business and Other Connections of Investment Adviser
----------------------------------------------------

Rafferty Asset Management, LLC (the "Adviser"), 1311 Mamaroneck
Avenue, White Plains, New York 10605, offers investment advisory services.
Information as to the officers and directors of the Adviser is included in its
current Form ADV filed with the Securities and Exchange Commission (Registration
Number 801-54679) and is incorporated herein by reference.

Item 27. Principal Underwriter
---------------------

(a) Rafferty Capital Markets, Inc., 1311 Mamaroneck Avenue,
White Plains, New York 10605, serves as principal underwriter for the Potomac
Funds, Badgley Funds, Homestate Group and Texas Capital Value Funds.

(b) The director and officers of Rafferty Capital Markets, Inc.
are:

Positions and Offices with Position and Offices
Name Underwriter with Registrant
----------------------- -------------------------- --------------------

Thomas A. Mulrooney President Chief Operating Officer

Derek B. Park Senior Vice President, None
Equity

Lawrence C. Rafferty Director Chief Executive
Officer, Chairman of
the Board of
Trustees

Stephen P. Sprague CFO/FINOP Treasurer,
Controller, and
Assistant Secretary

The principal business address of each of the persons listed above is 1311
Mamaroneck Avenue, White Plains, New York 10605.

Item 28. Location of Accounts and Records
--------------------------------

The books and records required to be maintained by Section 31(a)
of the Investment Company Act of 1940 are maintained in the physical possession
of the Potomac Funds' investment adviser, administrator, custodian,
subcustodian, or transfer agent.

Item 29. Management Services
-------------------

Not applicable.

<PAGE>

Item 30. Undertakings
------------

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of its latest annual report to Shareholders, upon
request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement under Rule 485(b) under the Securities Act and has duly
caused this Post-Effective Amendment No. 6 to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of White Plains and the State of New York on December 29, 2000.

No other material event requiring prospectus disclosure has
occurred since the latest of the three dates specified in Rule 485(b)(2).

POTOMAC FUNDS

By: Lawrence C. Rafferty*
---------------------
Lawrence C. Rafferty
Chief Executive Officer

Attest:

Timothy P. Hagan*
-----------------------
Timothy P. Hagan
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 6 to its Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

Signature Title Date
--------- ----- ----

Lawrence C. Rafferty* Chairman of the Board December 29, 2000
--------------------- of Trustees and Chief
Lawrence C. Rafferty Executive Officer

Jay F. Higgins* Trustee December 29, 2000
---------------
Jay F. Higgins

Daniel J. Byrne* Trustee December 29, 2000
----------------
Daniel J. Byrne

Gerald E. Shanley III* Trustee December 29, 2000
----------------------
Gerald E. Shanley III

/s/Robert J. Zutz
---------------------------------
*Robert J. Zutz, Attorney-in-Fact

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description Page
------- ----------- ----

(a) Declaration of Trust*

(b) By-Laws*

(d)(i)(A) Form of Investment Advisory Agreement**

(i)(B) Amendment to Schedule A to Investment Advisory Agreement+++

(ii)(A) Form of Fund Administration Servicing Agreement**

(ii)(B) Form of Addendum to Fund Administration Servicing Agreement++

(e)(i) Form of Distribution Agreement between the Potomac Funds and
Rafferty Capital Markets, Inc.***

(ii) Form of Dealer Agreement+++

(f) Bonus, profit sharing contracts - None

(g)(i) Form of Custodian Agreement**

(ii) Form of Addendum to Custodian Agreement++

(h)(i)(A) Form of Transfer Agent Agreement**

(i)(B) Form of Addendum to Transfer Agent Agreement++

(ii)(A) Form of Fund Accounting Servicing Agreement**

(ii)(B) Form of Addendum to Fund Accounting Servicing Agreement++

(iii) Form of Fulfillment Servicing Agreement**

(i) Opinion and consent of counsel (filed herewith)

(j) Consent of Independent Auditors (filed herewith)

(k) Financial statements omitted from prospectus - None

(l) Letter of investment intent**

(m)(i) Investor Class Plan pursuant to Rule 12b-1+++

<PAGE>

(ii) Advisor Class Plan pursuant to Rule 12b-1+++

(iii) Broker Class Plan pursuant to Rule 12b-1+++

(n) Plan pursuant to Rule 18f-3+++

(o) Reserved

(p) Code of Ethics (filed herewith)

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