NEW PROVIDENCE INVESTMENT TRUST, 497, 1999-02-19

NEW PROVIDENCE INVESTMENT TRUST
497, 1999-02-19

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Cusip Number 648224202

________________________________________________________________________________

BERKSHIRE FUND

A series of the
NEW PROVIDENCE INVESTMENT TRUST

INSTITUTIONAL CLASS
________________________________________________________________________________

PROSPECTUS

February 16, 1999

The Berkshire Fund seeks to provide investors with a maximum total return
consisting of any combination of capital appreciation, realized and unrealized,
and income under the constantly varying market conditions. The Fund will seek to
achieve this objective by investing as closely as possible in the securities
known to be owned by Berkshire Hathaway Holdings.

This Fund is NOT affiliated in any way with Berkshire Hathaway. There is no
connection in any manner between the management of Berkshire Hathaway Holdings,
the public corporation, and that of the Berkshire Fund, a registered investment
company. The Berkshire Fund simply seeks to emulate as closely as possible the
investment management policies of Berkshire Hathaway Holdings.

Advisor
-------

Atlanta Investment Counsel, LLC
2771 Carmon-on-Wesley, NW
Suite 100
Atlanta, Georgia 30327

1-800-639-7768

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

Page
----

INVESTMENT OBJECTIVE ..........................................................2

PRINCIPAL INVESTMENT STRATEGIES ...............................................2

PRINCIPAL RISKS OF INVESTING IN THE FUND ......................................3

FEES AND EXPENSES OF THE FUND .................................................4

MANAGEMENT OF THE FUND ........................................................5

THE ADMINISTRATOR .............................................................6

THE TRANSFER AGENT ............................................................6

BROKERAGE PRACTICES ...........................................................6

YEAR 2000 .....................................................................6

PURCHASING FUND SHARES ........................................................7

REDEEMING FUND SHARES .........................................................8

TAX CONSIDERATIONS ...........................................................10

ADDITIONAL RISK DISCLOSURE ...................................................11

PERFORMANCE INFORMATION ......................................................11

ADDITIONAL INFORMATION ...............................................Back Cover

<PAGE>

INVESTMENT OBJECTIVE

The Berkshire Fund (the "Fund") seeks to provide investors with a maximum total
return consisting of any combination of capital appreciation, realized and
unrealized, and income under the constantly varying market conditions.

PRINCIPAL INVESTMENT STRATEGIES

The Berkshire Fund seeks to emulate as closely as possible the investment
management policies of Berkshire Hathaway Holdings ("BHH"). The Fund will seek
to achieve this objective by investing as closely as possible in the securities
known to be owned by BHH. BHH generally holds investments in common stocks of
both publicly traded and privately held companies. The Fund's holdings will be
primarily comprised of both securities substantially identical to those publicly
traded securities owned by BHH, and securities which possess similar
characteristics to those of the privately held companies owned by Berkshire
Hathaway, to the extent those investments by Berkshire Hathaway are publicly
known. It is the intent of the Fund to own each security in the same relative
percentage as that security represents the total investment portfolio of BHH.

The Fund will be invested primarily in equity securities. The Fund may also
invest in investment-grade fixed-income securities, money market instruments,
real estate securities, precious metals securities, futures and options to the
extent permitted under the Investment Company Act of 1940, as amended ("1940
Act") and consistent with the investment restrictions of the Fund as described
in the Statement of Additional Information ("SAI").

In attempting to achieve its objective, the Fund may, from time to time,
concentrate its investments in the securities of certain industries that are
known to be owned by BHH. Under such circumstances, the Fund may invest in
excess of 25% of its total assets in one or more industries. At other times, the
Fund's concentration in any particular industry may amount to less than 25% of
its total assets. It is important for investors to realize that the Fund's
decision to concentrate or not to concentrate at any given time is not
discretionary and will, in all cases, be as a direct result of the investments
known to be made by BHH.

The Fund will be guided by the following portfolio allocation principles:

o To the extent public information is available, the Fund will seek to invest
in securities that are substantially identical to securities held by BHH.

o Due to inefficiency in publicly available information concerning the
securities held by BHH, it will not be possible at all times for the Fund
to own 100% of the publicly traded securities held by BHH. The Fund will,
however, seek to hold, at all times, not less than 65% of those securities.
It is also the intention of the Fund to own each such security in the same
relative percentage as that security is held by BHH.

o It will not be possible to invest in the privately held companies owned by
BHH. The Fund will, however, attempt to identify and invest in publicly
traded companies with similar investment characteristics to those companies
privately held by BHH.
<PAGE>

o The Fund will seek to manage its portfolio in a manner that will allow the
Fund to qualify as a regulated investment company ("RIC") under the
Internal Revenue Code of 1986, as amended ("Code"), and so that it will not
be subject to taxation as a corporation and will receive "pass through" tax
treatment. Classification as a RIC is central to the objective of the Fund
and will adversely affect the performance of the Fund if such qualification
is not achieved.

o It is expected that the Fund will have securities of between 15 to 20
companies in its portfolio at any given time.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o The Fund will not be able to own exactly the same portfolio as BHH (as some
BHH holdings are not publicly traded).

o For a number of reasons, an investor in the Berkshire Fund should not
expect that the investment performance of the Fund will be able to track
identically the investment performance of BHH.

1. First, the assets in the Fund will likely never be identical to the
assets in the portfolio because BHH has, in many cases, has acquired
several companies in their entirety and has purchased companies that
were never publicly available. The Fund will, therefore, seek to
identify alternate investments which have similar investment
characteristics, market volatility, and can reasonably be expected to
respond to generate a similar investment return.

2. Second, there is no guarantee that the Fund's investment advisor will
have the ability to purchase the securities on behalf of the Fund on
terms as favorable as BHH has been able to purchase the same
securities.

3. Third, investment decisions made by BHH are not always known to the
public even immediately after those decisions are made. The reputation
that BHH enjoys in the investment community often results in price
movement in securities selected for inclusion in the BHH portfolio,
resulting in price appreciation. The price of the security will likely
be different by the time the Fund enters its purchase order, and its
brokerage arrangements may result in different commissions being paid
for the purchase of the same securities.

4. Fourth, BHH is a corporation subject to income taxes. The Fund, if it
qualifies as a RIC for tax purposes, will not be subject to tax. Thus,
the effect of income taxes paid by BHH is likely to be a divergence of
long-term investment performance between BHH and the Fund, although it
will be a divergence in favor of the Fund. Nevertheless, in order to
qualify as a RIC, the Fund will need to comply with certain tax
requirements that will limit the Fund's investments.

5. Finally, certain investment decisions of BHH may be strongly guided by
tax considerations not applicable to the Fund. Accordingly, to the
extent the Fund emulates BHH's investment strategy, the Fund may enter
into certain securities transactions, or fail to sell certain
securities, that would not necessarily be entered into if the Fund were
actively managed.

The Fund is a non-diversified portfolio under the 1940 Act, which means that it
may invest a greater proportion of its assets in the securities of a small
number of issuers than a diversified investment company. In this regard, the
fund is not subject to the general limitation with respect to 75% of its assets,
that it will not invest more than 5% of its total assets in the securities of a
single issuer. As a result, because the Fund is permitted greater flexibility to
invest its assets in the obligations of a single issuer, it is exposed to
increased risk of loss if such an investment underperforms expectations.
<PAGE>

Concentration. Another area of risk involves the potential concentration of the
Fund's assets in securities of particular industries. Because the Fund's
investments may, from time to time, be concentrated in particular industries the
value of its shares may be especially sensitive to factors and economic risks
that specifically affect those industries and, as a result, the Fund's share
price may fluctuate more widely than the value of shares of a mutual fund that
invests in a broader range of industries. Additionally, some of the industries
in which the Fund may invest could be subject to greater government regulation
than other industries and, therefore, changes in regulatory policies for those
industries may have a material effect on the value of securities issued by
companies in those industries.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)
-----------------------------------------

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) ......................None
Redemption fee .............................................None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
---------------------------------------------

Management Fees ............................................0.50%
Distribution and/or Service (12b-1) Fees ...................None
Other Expenses .............................................0.65%^1
----
Total ......................................................1.15%
====
1 Estimated amounts for the current fiscal year are based on an
estimated average annual total net assets of at least $10 million. If the Fund
does not achieve this asset total, fund operating expenses could be higher.

EXAMPLE: This Example shows you the expenses you may pay over time by investing
in the fund. It should help you compare the costs of investing in this fund
versus other funds. The projections are based upon a hypothetical investment of
$10,000. The projection assumes a 5% total investment return, and assumes that
the Fund's expenses will remain exactly the same. Both scenarios are unlikely to
occur simultaneously, so the projection should be considered only an estimate.
Your actual costs will almost certainly be higher or lower.

----------------------------- ------------------ --------------------------
Number of Years 1 Year 3 Years
----------------------------- ------------------ --------------------------
Fees $117 $365
----------------------------- ------------------ --------------------------
<PAGE>

MANAGEMENT OF THE FUND

The Fund is a series of New Providence Investment Trust (the "Trust"), which is
a registered open-end management investment company organized as a Massachusetts
business trust on July 9, 1997. The Trust currently operates one other series,
the New Providence Capital Growth Fund, which is managed by an affiliate of the
Fund's investment advisor. Series of the Trust are authorized to offer multiple
classes of shares, and the Fund offers both an Investor Class, the shares of
which are offered by another prospectus, and an Institutional Class of shares.

The Fund's investment advisor is Atlanta Investment Counsel, LLC ("AIC" or the
"Advisor") which, subject to the supervision and direction of the Trustees of
the Fund, has overall responsibility for the general management of the Fund. AIC
is an investment advisor registered under the Investment Advisers Act of 1940,
as amended, and a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("1934 Act"). AIC is located at 2771 Carmon-on-Wesley, NW,
Suite 100, Atlanta, Georgia 30327. Besides its activities with respect to the
Fund, AIC currently furnishes investment advice to other clients, including
individuals, pension and profit sharing plans, charitable organizations,
corporations, and other business entities.

A team of portfolio managers will be responsible for selecting investments on
behalf of the Fund. John K. Donaldson (controlling member of the Advisor), Kyle
Tomlin, CFA, and Shannon D. Coogle are responsible for day-to-day management of
the Fund. Mr. Donaldson is also the controlling member of another investment
advisor, New Providence Capital Management, L.L.C., an affiliate of AIC that
serves as investment advisor to the Trust's other series, the New Providence
Capital Growth Fund. Messrs. Donaldson and Tomlin have been with the Advisor
since its formation. Mr. Donaldson has been involved with that advisor and its
predecessors since 1987. Mr. Tomlin has served in portfolio management for the
firms since 1994 and a business associate of an investment company service
provider in 1993. Ms. Coogle has been associated with New Providence Capital
Management, L.L.C.
since 1997.

As compensation for managing the Fund, the Fund pays AIC a monthly fee at the
annual rate of 0.50% of the first $500 million of the average daily net assets
of the Fund and 0.40% on assets over $500 million.

In addition to the management fees, the Fund pays all expenses not assumed by
AIC, including, without limitation: the fees and expenses of its independent
accountants and of its legal counsel; the costs of printing and mailing annual
and semi-annual reports to shareholders, proxy statements, prospectuses,
prospectus supplements, and statements of additional information; the costs of
printing registration statements; bank transaction charges and custodian's fees;
any proxy solicitors' fees and expenses; registration and/or filing fees; any
federal, state or local income or other taxes; any interest; any membership fees
of the Investment Company Institute and similar organizations; fidelity bond and
Trustees' liability insurance premiums; and any extraordinary expenses, such as
indemnification payments or damages awarded in litigation or settlements made.
All general Trust expenses are allocated among and charged to the assets of the
Trust's series on a basis that the Board of Trustees deems fair and equitable,
which may be on the basis of relative net assets of each series or the nature of
the services performed and relative applicability to each series.
<PAGE>

THE ADMINISTRATOR

Pursuant to an agreement, The Nottingham Company, Inc. (the "Administrator")
assists the Trust in the performance of its administrative responsibilities to
the Fund, coordinates the services of each vendor of services to the Fund, and
provides the Fund with other necessary administrative, fund accounting and
compliance services. In addition, the Administrator makes available the office
space, equipment, personnel and facilities required to provide such services to
the Fund.

THE TRANSFER AGENT

NC Shareholder Services, LLC ("NCSS") serves as the transfer agent and
dividend-disbursing agent of the Fund. NCSS's address is the same as the address
of the Fund.

BROKERAGE PRACTICES

In selecting brokers and dealers, AIC may consider research and brokerage
services furnished to either company or their affiliates. Subject to seeking the
most favorable net price and execution available, AIC and each Advisor may also
consider sales of shares of the Fund as a factor in the selection of brokers and
dealers. Certain securities trades will be cleared through Atlanta Investment
Group, a registered broker dealer affiliate of AIC and Distributor of this Fund.
The Trustees review the brokerage policies and rates regularly.

The 1940 Act generally prohibits the Fund from engaging in principal securities
transactions with an affiliate of AIC unless pursuant to an exemptive order from
the SEC. The Fund may apply for such exemptive relief. The Fund does not
consider broker-dealer affiliates of an investment advisor to one fund to be an
affiliate of the investment advisors to other funds for which the investment
advisor does not provide investment advice. The Fund has adopted procedures,
prescribed by Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder,
which are reasonably designed to provide that any commission it pays to
affiliates of AIC does not exceed the usual and customary broker's commission.
In addition, the Fund will adhere to Section 11(a) of the 1934 Act and any
applicable rules thereunder governing floor trading. The Fund has adopted
procedures permitting it to purchase securities, under certain restrictions
prescribed by a rule under the 1940 Act, in a public offering in which an
affiliate of AIC or Advisors is an underwriter.

YEAR 2000

Like other mutual funds, the Fund and the service providers for the Fund rely
heavily on the reasonably consistent operation of their computer systems. Many
software programs and certain computer hardware in use today, cannot properly
process information after December 31, 1999 because of the method by which dates
are encoded and calculated in such programs and hardware. This problem, commonly
referred to as the "Year 2000 Issue," could, among other things, negatively
impact the processing of trades, the distribution of securities, the pricing of
securities and other investment-related and settlement activities. The Trust is
currently obtaining information with respect to the actions that have been taken
and the actions that are planned to be taken by each of its service providers to
prepare their computer systems for the Year 2000. While the Trust expects that
each of the Trust's service providers will have adapted their computer systems
to address the Year 2000 Issue, there can be no assurance that this will be the
case or that the steps taken by the Trust will be sufficient to avoid any
adverse impact to the Trust and each of its funds.
<PAGE>

PURCHASING FUND SHARES

Institutional Class shares are sold and redeemed at net asset value. Shares may
be purchased by any account managed by the Advisor and any other broker-dealer
authorized to sell shares in the Fund. The minimum initial investment is
$25,000. The minimum additional investment is $250. The Fund may, in the
Advisor's sole discretion, accept certain accounts with less than the minimum
investment. The price at which a purchase or redemption is effected is based on
the next calculation of net asset value after an order is received in good form
from a shareholder investing in or redeeming from the Fund. Net asset value per
share is calculated for purchases and redemption of shares of the Fund by
dividing the value of total Fund assets, less liabilities (including Fund
expenses, which are accrued daily), by the total number of outstanding shares of
that Fund. The net asset value per share of the Fund is determined at the time
trading closes on the New York Stock Exchange (currently 4:00 p.m. Eastern time,
Monday through Friday), except on business holidays when the New York Stock
Exchange is closed.

Regular Mail Orders. Payment for shares must be made by check or money order
from a U.S. bank and payable in U.S. dollars. If checks are returned due to
insufficient funds or other reasons, the Fund will charge a $20 fee or may
redeem shares of the Fund already owned by the purchaser to recover any such
loss. For regular mail orders, please complete the attached Fund Shares
Application and mail it, with your check made payable to the "Berkshire Fund,"
to:

Berkshire Fund
Institutional Class shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365

The application must contain your social security and Taxpayer Identification
Numbers ("TINs"). If you have applied for a social security number or TIN at the
time of completing your account application, please indicate this on the
application. Taxes are not withheld from distributions to U.S. investors if
certain IRS requirements regarding TINs are met.

Bank Wire Orders. Purchases may also be made through bank wire orders. To
establish a new account or add to an existing account by wire, please call the
Fund at 1-800-773-3863, before wiring funds, to advise it of the investment,
dollar amount, and the account identification number. Additionally, please have
your bank use the following wire instructions to:

First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the Berkshire Fund - Institutional Class shares
Acct. # 2000001293241
For further credit to (shareholder's name and SS# or EIN#)

Additional Investments. You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional investment is $250. Before adding funds by bank wire, please alert
the Fund by telephone at 1-800-773-3863 and following the above directions for
wire purchases. Mail orders should include, when possible, the "Invest by Mail"
stub which is attached to your Fund confirmation statement. Otherwise, please
identify your account in your letter.
<PAGE>

Exchange Feature. You may exchange shares of the Fund for shares of any other
series of the Trust offered for sale in the state in which you reside. Shares
may be exchanged for shares of any other series of the Trust at the net asset
value plus the percentage difference between that series' sales charge and any
sales charge, if any, previously paid in connection with the shares being
exchanged. Prior to making an investment decision or giving us your instructions
to exchange shares, please read the prospectus for the series in which you wish
to invest.

A pattern of frequent purchase and redemption transactions is considered by the
Advisor to not be in the best interest of the shareholders of the Fund. Such a
pattern may, at the discretion of the Advisor, be limited by the Fund's refusal
to accept further purchase and/or exchange orders form an investor, after
providing the investor with 60 days prior notice.

The Board of Trustees reserves the right to suspend or terminate, or amend the
terms of, the exchange privilege upon 60 days written notice to the
shareholders.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will automatically charge the checking account for the amount specified
($100 minimum), which will be automatically invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or discontinue the plan at any time by writing to
the Fund.

Stock Certificates. You do not have the option of receiving stock certificates
for your shares. Evidence of ownership will be given by issuance of periodic
account statements that will show the number of shares owned.

REDEEMING FUND SHARES

Regular Mail Redemptions. Your request should be addressed to the Berkshire
Fund, c/o NC Shareholder Services, LLC, 107 North Washington Street, Post Office
Box 4365, Rocky Mount, North Carolina 27803-0365. Your request for redemption
should include:

o Your letter of instruction specifying the account number and number of
shares, or the dollar amount, to be redeemed. This request must be signed
by all registered shareholders in the exact names in which they are
registered;

o Any required signature guarantees (see "Signature Guarantees" below); and

o Other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships, pension
or profit sharing plans, and other organizations.

Your redemption proceeds will be sent to you within seven days after receipt of
your redemption request. However, the Fund may delay forwarding a redemption
check for recently purchased shares while it determines whether the purchase
payment will be honored. Such delay (which may take up to fifteen days from the
date of purchase) may be reduced or avoided if the purchase is made by certified
check or wire transfer. In all cases, the net asset value next determined after
receipt of the request for redemption will be used in processing the redemption
request.
<PAGE>

Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions. The Fund will redeem shares in this
manner when so requested by the shareholder only if the shareholder confirms
redemption instructions in writing.

The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:

o Designation of Class (Institutional or Investor),
o Shareholder name and account number,
o Number of shares or dollar amount to be redeemed,
o Instructions for transmittal of redemption funds to the shareholder, and
o Shareholder signature as it appears on the application then on file with
the Fund.

Redemption proceeds will not be distributed until written confirmation of the
redemption request is received, per the instructions above. You can choose to
have redemption proceeds mailed to you at your address of record, your bank, or
to any other authorized person, or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days your bank is not open for business. You can change your redemption
instructions anytime you wish by filing a letter including your new redemption
instructions with the Fund. See "Signature Guarantees" below.

The Fund in its discretion may choose to pass through to redeeming shareholders
any charges imposed by the Custodian for wire redemptions. The Custodian
currently charges the Fund $10.00 per transaction for wiring redemption
proceeds. If this cost is passed through to redeeming shareholders by the Fund,
the charge will be deducted automatically from your account by redemption of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.

You may redeem shares, subject to the procedures outlined above, by calling the
Fund at 1-800-773-3863. Redemption proceeds will only be sent to the bank
account or person named in your Fund Shares Application currently on file with
the Fund. Telephone redemption privileges authorize the Fund to act on telephone
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Fund to be genuine. The Fund will employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine, and if it does not follow such
procedures, the Fund will be liable for any losses due to fraudulent or
unauthorized instructions. The Fund will not be liable for following telephone
instructions reasonably believed to be genuine.

Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees are required to be sure that you are the person who has authorized a
change in registration or standing instructions for your account. Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application, and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer, securities exchange,
or association clearing agency and must appear on the written request for change
of registration, establishment or change in exchange privileges, or redemption
request.
<PAGE>

Systematic Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$2,500 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem sufficient shares from your account to meet the specified withdrawal
amount. The shareholder may establish this service whether dividends and
distributions are reinvested in shares of the Fund or paid in cash. Call or
write the Fund for an application form.

All shares are purchased and redeemed in accordance with the Fund's Amended and
Restated Declaration of Trust and By-Laws. The Board of Trustees reserves the
right to redeem involuntarily any account having a net asset value of less than
$1,000 (due to redemptions, exchanges, or transfers, and not due to market
action) upon 60-days written notice. If the shareholder brings his account net
asset value up to at least $1,000 during the notice period, the account will not
be redeemed. Redemptions from retirement plans may be subject to federal income
tax withholding.

Sales and redemptions of shares of the same class by the same shareholder on the
same day will be netted for the Fund. All redemption requests will be processed
and payment with respect thereto will normally be made within seven days after
tenders. The Fund may suspend redemption, if permitted by the 1940 Act, for any
period during which the New York Stock Exchange is closed or during which
trading is restricted by the Securities Exchange Commission ("SEC") or if the
SEC declares that an emergency exists. Redemptions may also be suspended during
other periods permitted by the SEC for the protection of the Fund's
shareholders. Additionally, during drastic economic and market changes,
telephone redemption privileges may be difficult to implement. Also, if the
Board of Trustees determines that it would be detrimental to the best interest
of the Fund's remaining shareholders to make payment in cash, the Fund may pay
redemption proceeds in whole or in part by a distribution-in-kind of readily
marketable securities.

TAX CONSIDERATIONS

Under current federal income tax law, the Fund believes that the Fund is
entitled, and the Fund intends that the Fund shall be treated as a RIC under
Subchapter M of the Code. As a RIC, a Fund will not be subject to federal tax on
its net investment income and net realized capital gains to the extent such
income and gains are timely distributed to its shareholders. Accordingly, the
Fund intends to distribute all of its net investment income and net realized
capital gains to its shareholders. Unless otherwise requested by shareholders,
dividend distributions will be reinvested in full and fractional shares of the
Fund. An exchange of the Fund's shares for shares of another fund will be
treated as a sale of the Fund's shares and any gain on the transaction may be
subject to federal income tax.

Although the Trust intends that it and the funds will be operated so that they
will have no federal income or excise tax liability, if any such liability is,
nevertheless, incurred, the investment performance of the Fund or funds
incurring such liability will be adversely affected. In addition, funds
investing in foreign securities and currencies may be subject to foreign taxes
which could reduce the investment performance of such fund.

Certain additional tax information appears in the Statement of Additional
Information.
<PAGE>

ADDITIONAL RISK DISCLOSURE

The Trustees, Investment Advisor and Administrator to this Fund feel that
certain additional information should be available to the shareholder, as part
of the fiduciary responsibility implied and required of these parties. The
following information falls into that category, and is provided here for those
who feel it is helpful in their investment decision-making process:

o The Fund will be valued at net asset value, using the total of the
securities valued in the portfolio less the Fund's accrued liabilities, as
a determinant of total and per share value. BHH is a corporation, and its
stock is traded on the New York Stock Exchange ("NYSE"). The investment
return of the Fund will be dependent solely upon the direct investments
held by the Fund. The share price of BHH, in contrast, is based upon the
market valuation of BHH as that company's stock is traded on the NYSE.
Factors taken into account by investors buying and selling BHH shares may
be dependent upon many factors (as with any common stock), which will not
necessarily be limited to the investments held by BHH in its own portfolio.

o While the Fund will invest primarily in common stocks and bonds traded in
U.S. securities markets, some of the Fund's investments may include foreign
securities, illiquid securities, and securities purchased subject to a
repurchase agreement or on a "when-issued" basis, which involve certain
risks. To the extent that equity securities will generally comprise the
primary portion of the Fund's portfolio, the Fund's net asset value will be
subject to stock market fluctuation, and a decline in the amount of your
principal investment is a risk of investing in the Fund. The Fund's net
asset value may also fluctuate due to fluctuation in the value of the
fixed-income securities in the portfolio as a result of changes in the
market interest rate, downgrading of the rating of a particular debt
instrument, or other changes in the interest rate and fixed income market
environment. The Fund may borrow only under certain limited conditions
(including to meet redemption requests) and not to purchase securities. It
is not the intent of the Fund to borrow except for temporary cash
requirements. Borrowing, if done, would tend to exaggerate the effects of
market and interest rate fluctuations on the Fund's net asset value until
repaid.

o The Fund intends to limit its investments so as to comply with
diversification requirements for RIC's imposed by the Code, for
qualification as a RIC. The Fund spreads investment risk by limiting its
holdings in any one company or industry. Nevertheless, the Fund will
experience price volatility, the extent of which will be affected by the
types of securities and techniques the Fund uses. The Advisor may use
various investment techniques to hedge risks, including derivatives, but
there is no guarantee that these strategies will work as intended.

PERFORMANCE INFORMATION

From time to time, the Fund may advertise the "average annual or cumulative
total return" and may compare the performance of the Funds with that of other
mutual Funds with similar investment objectives as listed in rankings prepared
by Lipper Analytical Services, Inc., or similar independent services monitoring
mutual Fund performance, and with appropriate securities or other relevant
indices. The "average annual total return" of a Fund refers to the average
annual compounded rate of return over the stated period that would equate an
initial investment in that Fund at the beginning of the period to its ending
redeemable value, assuming reinvestment of all dividends and distributions and
deduction of all recurring charges, other than charges and deductions which may
be imposed under the Contracts. Performance figures will be given for the recent
one, five and ten year periods and for the life of the Fund if it has not been
in existence for any such periods. When considering "average annual total
return" figures for periods longer than one year, it is important to note that a
Fund's annual total return for any given year might have been greater or less
than its average for the entire period. "Cumulative total return" represents the
total change in value of an investment in a Fund for a specified period (again
reflecting changes in Fund share prices and assuming reinvestment of Fund
distributions). The methods used to calculate "average annual and cumulative
total return" are described further in the Statement of Additional Information.
<PAGE>

________________________________________________________________________________

BERKSHIRE FUND

INSTITUTIONAL CLASS
________________________________________________________________________________

ADDITIONAL INFORMATION

Additional information about the Fund is available in the Fund's Statement of
Additional Information and in the Fund's Annual and Semiannual Report. The
Fund's Annual and Semiannual Reports include a discussion of market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year. Note: Since the Berkshire Fund is a new series of
New Providence Investment Trust, the annual and semi-annual reports do not yet
contain information relating to the Berkshire Fund.

The Annual and Semiannual Reports and the Statement of Additional Information
are available free of charge upon request by contacting us:

By telephone: 1-800-773-3863

By mail: Berkshire Fund
Institutional Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365

By e-mail: [email protected]

On the Internet: http://www.npcm.com/index.html
------------------------------

Information about the Fund can also be reviewed and copied at the Securities
Exchange Commission's ("Commission") Public Reference Room in Washington, D.C.
Inquiries on the operations of the public reference room may be made by calling
the Commission at 1-800-SEC-0330. Reports and other information about the Fund
are available on the Commission's Internet sit at http:\\www.sec.gov and copies
of this information may be obtained, upon payment of a duplicating fee, by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009.

Investment Company Act file number 811-08295
<PAGE>

Cusip Number 648224202

________________________________________________________________________________

BERKSHIRE FUND

A series of the
NEW PROVIDENCE INVESTMENT TRUST

INVESTOR CLASS
________________________________________________________________________________

Prospectus

February 16, 1999

Advisor
-------

Atlanta Investment Counsel, LLC
2771 Carmon-on-Wesley, NW
Suite 100
Atlanta, Georgia 30327

1-800-639-7768

TABLE OF CONTENTS

Page
----

INVESTMENT OBJECTIVE .........................................................2

PRINCIPAL INVESTMENT STRATEGIES ..............................................2

PRINCIPAL RISKS OF INVESTING IN THE FUND .....................................3

FEES AND EXPENSES OF THE FUND ................................................4

MANAGEMENT OF THE FUND .......................................................5

THE ADMINISTRATOR ............................................................6

THE TRANSFER AGENT ...........................................................6

BROKERAGE PRACTICES ..........................................................6

YEAR 2000 ....................................................................6

PURCHASING FUND SHARES .......................................................7

REDEEMING FUND SHARES ........................................................9

DISTRIBUTION OF THE FUND'S SHARES ...........................................11

TAX CONSIDERATIONS ..........................................................12

ADDITIONAL RISK DISCLOSURE ..................................................13

PERFORMANCE INFORMATION .....................................................13

ADDITIONAL INFORMATION ..............................................Back Cover

<PAGE>

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

The Fund will be guided by the following portfolio allocation principles:

o To the extent public information is available, the Fund will seek to invest
in securities that are substantially identical to securities held by BHH.

o It is expected that the Fund will have securities of between 15 to 20
companies in its portfolio at any given time.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o The Fund will not be able to own exactly the same portfolio as BHH (as some
BHH holdings are not publicly traded).

o For a number of reasons, an investor in the Berkshire Fund should not
expect that the investment performance of the Fund will be able to track
identically the investment performance of BHH.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)
-----------------------------------------
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) .......................5.75%
Redemption fee ..............................................None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
---------------------------------------------

Management Fees..............................................0.50%
Distribution and/or Service (12b-1) Fees.....................0.25%
Other Expenses...............................................0.65%^1
----
Total .......................................................1.40%
====

1 Estimated amounts for the current fiscal year are based on an
estimated average annual total net assets of at least $10 million. If the Fund
does not achieve this asset total, fund operating expenses could be higher.

----------------------------- ------------------ --------------------------
Number of Years 1 Year 3 Years
----------------------------- ------------------ --------------------------
Fees $709 $993
----------------------------- ------------------ --------------------------
<PAGE>

MANAGEMENT OF THE FUND

The Fund is a series of New Providence Investment Trust (the "Trust"), which is
a registered open-end management investment company organized as a Massachusetts
business trust on July 9, 1997. The Trust currently operates one other series,
the New Providence Capital Growth Fund, which is managed by an affiliate of the
Fund's investment advisor. Series of the Trust are authorized to offer multiple
classes of shares, and the Fund offers both an Institutional Class, the shares
of which are offered by another prospectus, and an Investor Class of shares.

As discussed in greater detail below under "Distribution of the Fund's Shares,"
the Investor Class shares may pay for certain distribution-related expenses in
connection with activities primarily intended to result in the sale of its
shares under a plan adopted under Rule 12b-1 of the 1940 Act.
<PAGE>

THE ADMINISTRATOR

THE TRANSFER AGENT

NC Shareholder Services, LLC ("NCSS") serves as the transfer agent and
dividend-disbursing agent of the Fund. NCSS's address is the same as the address
of the Fund.

BROKERAGE PRACTICES

YEAR 2000

PURCHASING FUND SHARES

Investor Class shares are sold subject to a maximum sales charge of 5.75%, so
that the term "offering price" includes the front-end sales load. Shares are
redeemed at net asset value. Shares may be purchased by any account managed by
the Advisor and any other broker-dealer authorized to sell shares in the Fund.
The minimum initial investment is $2,500 ($1,000 for Individual Retirement
Accounts ("IRAs"), Keogh Plans, 401(k) Plans, or purchases under the Uniform
Transfer to Minors Act). The minimum additional investment is $250. The Fund
may, in the Advisor's sole discretion, accept certain accounts with less than
the minimum investment. The price at which a purchase or redemption is effected
is based on the next calculation of net asset value after an order is received
in good form from a shareholder investing in or redeeming from the Fund. Net
asset value per share is calculated for purchases and redemption of shares of
the Fund by dividing the value of total Fund assets, less liabilities (including
Fund expenses, which are accrued daily), by the total number of outstanding
shares of that Fund. The net asset value per share of the Fund is determined at
the time trading closes on the New York Stock Exchange (currently 4:00 p.m.
Eastern time, Monday through Friday), except on business holidays when the New
York Stock Exchange is closed.

Sales Charges. The public offering price of Investor Class shares of the Fund
equals net asset value plus a sales charge. Donaldson and Co., Incorporated (the
"Distributor"), 2859 Paces Ferry Road, Suite 2125, Atlanta, Georgia 30339,
receives this sales charge as Distributor and may reallow it in the form of
dealer discounts and brokerage commissions as follows:

Sales Sales
Charge As Charge As Dealers Discounts
% of Net % of Public and Brokerage
Amount of Transaction Amount Offering Commissions as % of
At Public Offering Price Invested Price Public Offering Price
------------------------- -------- ----------- ---------------------
Less than $50,000....................... 6.10% 5.75% 5.00%
$50,000 to $99,999...................... 4.71% 4.50% 3.75%
$100,000 to $249,999.................... 3.63% 3.50% 2.80%
$250,000 to $499,999.................... 2.56% 2.50% 2.00%
$500,000 to $999,999.................... 2.04% 2.00% 1.60%
$1,000,000 to $2,000,000................ 1.01%* 1.00%* 0.75%
$2,000,001 to $3,000,000:
On the first $2,000,000............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.55%
$3,000,001 to $50,000,000:
On the first $2,000,000............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.65%
On the next $47,000,000............ 0.50%* 0.50%* 0.40%

* A one-year, 1.00% contingent deferred sales charge is imposed on these
accounts.

</TABLE>
<PAGE>

Berkshire Fund
Investor Class shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365

First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the Berkshire Fund - Investor Class shares
Acct. # 2000001293241
For further credit to (shareholder's name and SS# or EIN#)

The Board of Trustees reserves the right to suspend or terminate, or amend the
terms of, the exchange privilege upon 60 days written notice to the
shareholders.
<PAGE>

Rights of Accumulation. The sales charge applicable to a current purchase of
shares of the Fund by a person listed above is determined by adding the purchase
price of shares to be purchased to the aggregate value (at current offering
price) of shares of the Funds previously purchased and then owned, provided the
Distributor is notified by such person or his or her broker-dealer each time a
purchase is made which would so qualify. For example, a person who is purchasing
Berkshire Fund shares with an aggregate value of $50,000 and who currently owns
shares of the Funds with a value of $50,000 would pay a sales charge of 3.50% of
the offering price on the new investment.

Letter of Intent. Sales charges may also be reduced through an agreement to
purchase a specified quantity of shares over a designated thirteen-month period
by completing the "Letter of Intent" section of the Account Application.
Information about the "Letter of Intent" procedure, including its terms, is
contained on the back of the Account Application.

Group Plans. Shares of the Funds may be sold at a reduced or eliminated sales
charge to certain Group Plans under which a sponsoring organization makes
recommendations to, permits group solicitation of, or otherwise facilitates
purchases by, its employees, members or participants. Information about such
arrangements is available from the Distributor.

REDEEMING FUND SHARES

o Any required signature guarantees (see "Signature Guarantees" below); and

o Other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships, pension
or profit sharing plans, and other organizations.

The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:

DISTRIBUTION OF THE FUND'S SHARES

The Fund has adopted the Distribution Plan following Rule 12b-1 under the 1940
Act for the Investor Class shares of the Fund. Pursuant to the Distribution
Plan, the Fund compensates the Distributors from assets attributable to the
Investor Class shares for services rendered and expenses borne in connection
with activities primarily intended to result in the sale of the Fund's Investor
Class shares. It is anticipated that a portion of the amounts received by the
Distributors will be used to defray various costs incurred or paid by the
Distributors in connection with the printing and mailing of Fund prospectuses,
statements of additional information, any supplements thereto and shareholder
reports and holding seminars and sales meetings with wholesale and retail sales
personnel designed to promote the distribution of Investor Class shares. The
Distributors may also use a portion of the amounts received to provide
compensation to financial intermediaries and third-party broker-dealers for
their services in connection with the distribution of Investor Class shares.
Because the fees paid pursuant to Rule 12b-1 are paid out of the Fund's assets
on an on-going basis, these fees, over time, will increase the cost of your
investment and may cost you more than paying other types of sales loads.

The Distribution Plan provides that the Fund may pay annually up to 0.50% of the
average daily net assets of a Fund attributable to its Investor Class shares in
respect of activities primarily intended to result in the sale of Investor Class
shares. Under terms of the Distribution Plan and the Distribution Agreements,
the Fund is authorized to make payments monthly to the Distributors which may be
used to pay or reimburse entities providing distribution and shareholder
servicing with respect to the Investor Class shares for such entities' fees or
expenses incurred or paid in that regard.
<PAGE>

The Distribution Plan is of a type known as a "compensation" plan because
payments are made for services rendered to the Fund with respect to Investor
Class shares regardless of the level of expenditures by the Distributors. The
Trustees will, however, take into account such expenditures for purposes of
reviewing operations under the Distribution Plan and concerning their annual
consideration of the Plan's renewal. The Distributors have indicated that they
expect their expenditures to include, without limitation: (a) the printing and
mailing of Fund prospectuses, statements of additional information, any
supplements thereto and shareholder reports for prospective Contract owners with
respect to the Investor Class shares of the Fund; (b) those relating to the
development, preparation, printing and mailing of advertisements, sales
literature and other promotional materials describing and/or relating to the
Investor Class shares of the Fund; (c) holding seminars and sales meetings
designed to promote the distribution of Fund Investor Class shares; (d)
obtaining information and providing explanations to wholesale and retail
distributors of Contracts regarding Fund investment objectives and policies and
other information about the Fund and its Funds, including the performance of the
Funds; (e) training sales personnel regarding the Investor Class shares of the
Fund; and (f) financing any other activity that the Distributors determine is
primarily intended to result in the sale of Investor Class shares.

The Fund may enter into agreements with one or more brokers, including discount
brokers and other brokers associated with investment programs, including mutual
fund "supermarkets," pursuant to which such brokers may be authorized to accept
on the Fund's behalf purchase and redemption orders that are in "good form."
Such brokers may be authorized to designate other intermediaries to accept
purchase and redemption orders on the Fund's behalf. Under such circumstances,
the Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Such orders will be priced at the Fund's net asset value next determined
after they are accepted by an authorized broker or the broker's designee.

TAX CONSIDERATIONS

Certain additional tax information appears in the Statement of Additional
Information.
<PAGE>

ADDITIONAL RISK DISCLOSURE

PERFORMANCE INFORMATION

<PAGE>

________________________________________________________________________________

BERKSHIRE FUND

INVESTOR CLASS
________________________________________________________________________________

ADDITIONAL INFORMATION

The Annual and Semiannual Reports and the Statement of Additional Information
are available free of charge upon request by contacting us:

By telephone: 1-800-773-3863

By mail: Berkshire Fund
Investor Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365

By e-mail: [email protected]

On the Internet: http://www.npcm.com/index.html
------------------------------

Investment Company Act file number 811-08295
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

BERKSHIRE FUND

February 16, 1999

A series of
NEW PROVIDENCE INVESTMENT TRUST
107 North Washington Street, Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Telephone 1-800-773-3863

TABLE OF CONTENTS
-----------------

Page
----
INVESTMENT OBJECTIVE AND POLICIES.............................................2
INVESTMENT LIMITATIONS........................................................6
MANAGEMENT AND SERVICE PROVIDERS..............................................8
ADDITIONAL INFORMATION ON PERFORMANCE........................................11
PORTFOLIO TRANSACTIONS.......................................................12
SPECIAL SHAREHOLDER SERVICES.................................................13
PURCHASE OF SHARES...........................................................15
REDEMPTION OF SHARES.........................................................17
NET ASSET VALUE..............................................................18
ADDITIONAL TAX INFORMATION...................................................18
CAPITAL SHARES AND VOTING....................................................20
APPENDIX A...................................................................21

This Statement of Additional Information (the "SAI") is meant to be read in
conjunction with the Prospectus, dated February 16, 1999, and hereby
incorporates by reference the Prospectus in its entirety. Because this SAI is
not itself a prospectus, no investment in shares of the Fund should be made
solely upon the information contained herein. The financial statements and notes
contained in the Annual Report are incorporated by reference into this SAI.
Copies of the Fund's Prospectus and Annual Report may be obtained at no charge
by writing or calling the Fund at the address and phone number shown above.
Capitalized terms used but not defined herein have the same meanings as in each
Prospectus.
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Berkshire Fund (the "Fund") is a non-diversified series of the Trust, a
registered open-end management company. The Trust was organized as a
Massachusetts business trust on July 9, 1997, under a Declaration of Trust. The
investment objective and policies of the Fund are described in the Prospectus
for the Fund. Supplemental information about these policies is set forth below.

Repurchase Agreements. The Fund may acquire U.S. Government obligations or
corporate debt securities subject to repurchase agreements. A repurchase
transaction occurs when, at the time the Fund purchases a security (normally a
U.S. Treasury obligation), it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered Government Securities dealer) and
must deliver the security (and/or securities substituted for them under the
repurchase agreement) to the vendor on an agreed upon date in the future. The
repurchase price exceeds the purchase price by an amount which reflects an
agreed upon market interest rate effective for the period of time during which
the repurchase agreement is in effect. Delivery pursuant to the resale will
occur within one to five days of the purchase.

Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended (the "1940 Act"), collateralized by the underlying security.
The Trust will implement procedures to monitor on a continuous basis the value
of the collateral serving as security for repurchase obligations. Additionally,
the Advisor to the Fund will consider the creditworthiness of the vendor. If the
vendor fails to pay the agreed upon resale price on the delivery date, the Fund
will retain or attempt to dispose of the collateral. The Fund's risk is that
such default may include any decline in value of the collateral to an amount
which is less than 100% of the repurchase price, any costs of disposing of such
collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Fund will not enter into any repurchase agreement, which will
cause more than 10% of its net assets to be invested in repurchase agreements,
which extend beyond seven days and other illiquid securities.

Money Market Instruments. Money market instruments may include U.S. Government
obligations or corporate debt obligations (including those subject to repurchase
agreements), provided that they mature in thirteen months or less from the date
of acquisition and are otherwise eligible for purchase by the Fund. Money market
instruments also may include Banker's Acceptances and Certificates of Deposit of
domestic branches of U.S. banks, Commercial Paper, and Variable Amount Demand
Master Notes ("Master Notes"). Banker's Acceptances are time drafts drawn on and
"accepted" by a bank. When a bank "accepts" such a time draft, it assumes
liability for its payment. When the Fund acquires a Banker's Acceptance, the
bank which "accepted" the time draft is liable for payment of interest and
principal when due. The Banker's Acceptance carries the full faith and credit of
such bank. A Certificate of Deposit ("CD") is an unsecured, interest bearing
debt obligation of a bank. Commercial Paper is an unsecured, short-term debt
obligation of a bank, corporation, or other borrower. Commercial Paper maturity
generally ranges from two to 270 days and is usually sold on a discounted basis
rather than as an interest-bearing instrument. The Fund will invest in
Commercial Paper only if it is rated in one of the top two rating categories by
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group
("S&P"), Fitch Investors Service, Inc. ("Fitch"), or Duff & Phelps ("D&P"), or
if not rated, of equivalent quality in the Advisor's opinion. Commercial Paper
may include Master Notes of the same quality. Master Notes are unsecured
obligations which are redeemable upon demand of the holder and which permit the
investment of fluctuating amounts at varying rates of interest. Master Notes are
acquired by the Fund only through the Master Note program of the Fund's
custodian bank, acting as administrator thereof. The Advisor will monitor, on a
continuous basis, the earnings' power, cash flow, and other liquidity ratios of
the issuer of a Master Note held by the Fund.

Illiquid Investments. The Fund may invest up to 15% of its net assets in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Advisor determines the liquidity of the Fund's investments, and through reports
from the Advisor, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Fund's investments, the Advisor may consider
various factors including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). If through a change in values, net assets, or other
circumstances, the Fund were in a position where more than 15% of its net assets
were invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the 1933 Act, securities which are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the 1933 Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant amount of these restricted or other illiquid securities because of
the potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days. A mutual fund might also
have to register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain
securities that are not registered under the 1933 Act including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.

Rule 144A Securities will be considered illiquid and therefore subject to a
Portfolio's limit on the purchase of illiquid securities unless the Board or its
delegates determines that the Rule 144A Securities are liquid. In reaching
liquidity decisions, the Board of Trustees and its delegates may consider, inter
alia, the following factors: (i) the unregistered nature of the security; (ii)
the frequency of trades and quotes for the security; (iii) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers; (iv) dealer undertakings to make a market in the security; and (v)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer).

Futures Contracts. A futures contract is a bilateral agreement to buy or sell a
security (or deliver a cash settlement price, in the case of a contract relating
to an index or otherwise not calling for physical delivery at the end of trading
in the contracts) for a set price in the future. Futures contracts are
designated by boards of trade which have been designated "contracts markets" by
the Commodities Futures Trading Commission ("CFTC"). No purchase price is paid
or received when the contract is entered into. Instead, the Fund upon entering
into a futures contract (and to maintain the Fund's open positions in futures
contracts) would be required to deposit with its custodian in a segregated
account in the name of the futures broker an amount of cash, United States
Government securities, suitable money market instruments, or liquid, high-grade
debt securities, known as "initial margin." The margin required for a particular
futures contract is set by the exchange on which the contract is traded, and may
be significantly modified from time to time by the exchange during the term of
the contract. Futures contracts are customarily purchased and sold on margin
that may range upward from less than 5% of the value of the contract being
traded. By using futures contracts as a risk management technique, given the
greater liquidity in the futures market than in the cash market, it may be
possible to accomplish certain results more quickly and with lower transaction
costs.

If the price of an open futures contract changes (by increase in the case of a
sale or by decrease in the case of a purchase) so that the loss on the futures
contract reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin. However, if the
value of a position increases because of favorable price changes in the futures
contract so that the margin deposit exceeds the required margin, the broker will
pay the excess to the Fund. These subsequent payments called "variation margin,"
to and from the futures broker, are made on a daily basis as the price of the
underlying assets fluctuate making the long and short positions in the futures
contract more or less valuable, a process known as "marking to the market." The
Fund expects to earn interest income on their initial and variation margin
deposits.

The Fund will incur brokerage fees when it purchases and sells futures
contracts. Positions taken in the futures markets are not normally held until
delivery or cash settlement is required, but are instead liquidated through
offsetting transactions which may result in a gain or a loss. While futures
positions taken by the Fund will usually be liquidated in this manner, the Fund
may instead make or take delivery of underlying securities whenever it appears
economically advantageous for the Fund to do so. A clearing organization
associated with the exchange on which futures are traded assumes responsibility
for closing out transactions and guarantees that as between the clearing members
of an exchange, the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

Securities Index Futures Contracts. Purchases or sales of securities index
futures contracts may be used in an attempt to protect the Fund's current or
intended investments from broad fluctuations in securities prices. A securities
index futures contract does not require the physical delivery of securities, but
merely provides for profits and losses resulting from changes in the market
value of the contract to be credited or debited at the close of each trading day
to the respective accounts of the parties to the contract. On the contract's
expiration date a final cash settlement occurs and the futures positions are
simply closed out. Changes in the market value of a particular index futures
contract reflect changes in the specified index of securities on which the
future is based.

By establishing an appropriate "short" position in index futures, the Fund may
also seek to protect the value of its portfolio against an overall decline in
the market for such securities. Alternatively, in anticipation of a generally
rising market, the Fund can seek to avoid losing the benefit of apparently low
current prices by establishing a "long" position in securities index futures and
later liquidating that position as particular securities are in fact acquired.
To the extent that these hedging strategies are successful, the Fund will be
affected to a lesser degree by adverse overall market price movements than would
otherwise be the case.

Options on Futures Contracts. The Fund may purchase exchange-traded call and put
options on futures contracts and write exchange-traded call options on futures
contracts. These options are traded on exchanges that are licensed and regulated
by the CFTC for the purpose of options trading. A call option on a futures
contract gives the purchaser the right, in return for the premium paid, to
purchase a futures contract (assume a "long" position) at a specified exercise
price at any time before the option expires. A put option gives the purchaser
the right, in return for the premium paid, to sell a futures contract (assume a
"short" position), for a specified exercise price, at any time before the option
expires.

The Fund will write only options on futures contracts which are "covered." The
Fund will be considered "covered" with respect to a put option it has written
if, so long as it is obligated as a writer of the put, the Fund segregates with
its custodian cash, United States Government securities or liquid securities at
all times equal to or greater than the aggregate exercise price of the puts it
has written (less any related margin deposited with the futures broker). The
Fund will be considered "covered" with respect to a call option it has written
on a debt security future if, so long as it is obligated as a writer of the
call, the Fund owns a security deliverable under the futures contract. The Fund
will be considered "covered" with respect to a call option it has written on a
securities index future if the Fund owns, so long as the Fund is obligated as
the writer of the call, the Fund of securities the price changes of which are,
in the opinion of the Manager, expected to replicate substantially the movement
of the index upon which the futures contract is based.

Upon the exercise of a call option, the writer of the option is obligated to
sell the futures contract (to deliver a "long" position to the option holder) at
the option exercise price, which will presumably be lower than the current
market price of the contract in the futures market. Upon exercise of a put, the
writer of the option is obligated to purchase the futures contract (deliver a
"short" position to the option holder) at the option exercise price which will
presumably be higher than the current market price of the contract in the
futures market. When the holder of an option exercises it and assumes a long
futures position, in the case of a call, or a short futures position, in the
case of a put, its gain will be credited to its futures margin account, while
the loss suffered by the writer of the option will be debited to its account and
must be immediately paid by the writer. However, as with the trading of futures,
most participants in the options markets do not seek to realize their gains or
losses by exercise of their option rights. Instead, the holder of an option will
usually realize a gain or loss by buying or selling an offsetting option at a
market price that will reflect an increase or a decrease from the premium
originally paid.

If the Fund writes options on futures contracts, the Fund will receive a premium
but will assume a risk of adverse movement in the price of the underlying
futures contract comparable to that involved in holding a futures position. If
the option is not exercised, the Fund will realize a gain in the amount of the
premium, which may partially offset unfavorable changes in the value of
securities held in or to be acquired for the Fund. If the option is exercised,
the Fund will incur a loss in the option transaction, which will be reduced by
the amount of the premium it has received, but which will offset any favorable
changes in the value of its portfolio securities or, in the case of a put, lower
prices of securities it intends to acquire.

Options on futures contracts can be used by the Fund to hedge substantially the
same risks as might be addressed by the direct purchase or sale of the
underlying futures contracts. If the Fund purchases an option on a futures
contract, it may obtain benefits similar to those that would result if it held
the futures position itself. Purchases of options on futures contracts may
present less risk in hedging than the purchase and sale of the underlying
futures contracts since the potential loss is limited to the amount of the
premium plus related transaction costs.

The purchase of put options on futures contracts is a means of hedging the Fund
of securities against a general decline in market prices. The purchase of a call
option on a futures contract represents a means of hedging against a market
advance when the Fund is not fully invested.

The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the underlying securities. If the futures price at
expiration is below the exercise price, the Fund will retain the full amount of
the option premium, which provides a partial hedge against any decline that may
have occurred in the value of the Fund's holdings of securities. The writing of
a put option on a futures contract is analogous to the purchase of a futures
contract in that it hedges against an increase in the price of securities the
Fund intends to acquire. However, the hedge is limited to the amount of premium
received for writing the put.

Limitations on Purchase and Sale of Futures Contracts and Options on Futures
Contracts. The Fund will not engage in transactions in futures contracts and
related options for speculation. In addition, the Fund will not purchase or sell
futures contracts or related options unless either (1) the futures contracts or
options thereon are purchased for "bona fide hedging" purposes (as that term is
defined under the CFTC regulations) or (2) if purchased for other purposes, the
sum of the amounts of initial margin deposits on the Fund's existing futures and
premiums required to establish non-hedging positions, less the amount by which
any such options positions are "in-the-money" (as defined under CFTC
regulations) would not exceed 5% of the liquidation value of the Fund's total
assets. In instances involving the purchase of futures contracts or the writing
of put options thereon by the Fund, an amount of cash and cash equivalents,
equal to the cost of such futures contracts or options written (less any related
margin deposits), will be deposited in a segregated account with its custodian,
thereby insuring that the use of such futures contracts and options is
unleveraged. In instances involving the sale of futures contracts or the writing
of call options thereon by the Fund, the securities underlying such futures
contracts or options will at all times be maintained by the Fund or, in the case
of index futures and related options, the Fund will own securities the price
changes of which are, in the opinion of the Manager, expected to replicate
substantially the movement of the index upon which the futures contract or
option is based.

Options. A call option is a contract which gives the purchaser of the option (in
return for a premium paid) the right to buy, and the writer of the option (in
return for a premium received) the obligation to sell, the underlying security
at the exercise price at any time prior to the expiration of the option,
regardless of the market price of the security during the option period. A call
option on a security is covered, for example, when the writer of the call option
owns the security on which the option is written (or on a security convertible
into such a security without additional consideration) throughout the option
period.

Writing Call Options. The Fund will write covered call options both to reduce
the risks associated with certain of its investments and to increase total
investment return through the receipt of premiums. In return for the premium
income, the Fund will give up the opportunity to profit from an increase in the
market price of the underlying security above the exercise price so long as its
obligations under the contract continue, except insofar as the premium
represents a profit. Moreover, in writing the call option, the Fund will retain
the risk of loss should the price of the security decline. The premium is
intended to offset that loss in whole or in part. Unlike the situation in which
the Fund owns securities not subject to a call option, the Fund, in writing call
options, must assume that the call may be exercised at any time prior to the
expiration of its obligation as a writer, and that in such circumstances the net
proceeds realized from the sale of the underlying securities pursuant to the
call may be substantially below the prevailing market price.

The Fund may terminate its obligation under an option it has written by buying
an identical option. Such a transaction is called a "closing purchase
transaction." The Fund will realize a gain or loss from a closing purchase
transaction if the amount paid to purchase a call option is less or more than
the amount received from the sale of the corresponding call option. Also,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the exercise or closing out of a call option is likely to be offset in
whole or part by unrealized appreciation of the underlying security owned by the
Fund. When an underlying security is sold from the Fund's securities portfolio,
the Fund will effect a closing purchase transaction so as to close out any
existing covered call option on that underlying security.

Writing Put Options. The writer of a put option becomes obligated to purchase
the underlying security at a specified price during the option period if the
buyer elects to exercise the option before its expiration date. If the Fund
writes a put option, the Fund will be required to "cover" it, for example, by
depositing and maintaining in a segregated account with its custodian cash, U.S.
Government securities or other liquid securities having a value equal to or
greater than the exercise price of the option.

The Fund may write put options either to earn additional income in the form of
option premiums (anticipating that the price of the underlying security will
remain stable or rise during the option period and the option will therefore not
be exercised) or to acquire the underlying security at a net cost below the
current value (e.g., the option is exercised because of a decline in the price
of the underlying security, but the amount paid by the Fund, offset by the
option premium, is less than the current price). The risk of either strategy is
that the price of the underlying security may decline by an amount greater than
the premium received. The premium which the Fund receives from writing a put
option will reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to that market
price, the historical price volatility of the underlying security, the option
period, supply and demand and interest rates. The Fund may effect a closing
purchase transaction to realize a profit on an outstanding put option or to
prevent an outstanding put option from being exercised.

Purchasing Put and Call Options. The Fund may purchase put options on securities
to protect their holdings against a substantial decline in market value. The
purchase of put options on securities will enable the Fund to preserve, at least
partially, unrealized gains in an appreciated security in its portfolio without
actually selling the security. In addition, the Fund will continue to receive
interest or dividend income on the security. The Fund may also purchase call
options on securities to close out positions. The Fund may sell put or call
options they have previously purchased, which could result in a net gain or loss
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid on the put or call option which was
bought.

Securities Index Options. The Fund may write covered put and call options and
purchase call and put options on securities indexes for the purpose of hedging
against the risk of unfavorable price movements adversely affecting the value of
the Fund's securities or securities it intends to purchase. The Fund writes only
"covered" options. A call option on a securities index is considered covered,
for example, if, so long as the Fund is obligated as the writer of the call, it
holds securities the price changes of which are, in the opinion of the Manager,
expected to replicate substantially the movement of the index or indexes upon
which the options written by the Fund are based. A put on a securities index
written by the Fund will be considered covered if, so long as it is obligated as
the writer of the put, the Fund segregates with its custodian cash, United
States Government securities or other liquid high-grade debt obligations having
a value equal to or greater than the exercise price of the option. Unlike a
stock option, which gives the holder the right to purchase or sell a specified
stock at a specified price, an option on a securities index gives the holder the
right to receive a cash "exercise settlement amount" equal to (i) the difference
between the exercise price of the option and the value of the underlying stock
index on the exercise date, multiplied by (ii) a fixed "index multiplier."

A securities index fluctuates with changes in the market value of the securities
so included. For example, some securities index options are based on a broad
market index such as the S&P 500 Index or the NYSE Composite Index, or a
narrower market index such as the S&P 100 Index. Indexes may also be based on an
industry or market segment such as the AMEX Oil and Gas Index or the Computer
and Business Equipment Index.

Forward Commitment & When-Issued Securities. The Fund may purchase securities on
a when-issued basis or for settlement at a future date if the Fund holds
sufficient assets to meet the purchase price. In such purchase transactions, the
Fund will not accrue interest on the purchased security until the actual
settlement. Similarly, if a security is sold for a forward date, the Fund will
accrue the interest until the settlement of the sale. When-issued security
purchases and forward commitments have a higher degree of risk of price movement
before settlement due to the extended time period between the execution and
settlement of the purchase or sale. As a result, the exposure to the
counterparty of the purchase or sale is increased. Although the Fund would
generally purchase securities on a forward commitment or when-issued basis with
the intention of taking delivery, the Fund may sell such a security prior to the
settlement date if the Advisor felt such action was appropriate.
In such a case, the Fund could incur a short-term gain or loss.

INVESTMENT LIMITATIONS

The Fund has adopted the following fundamental investment limitations, which
cannot be changed without approval by holders of a majority of the outstanding
voting shares of the Fund. A "majority" for this purpose means the lesser of (i)
67% of the Fund's outstanding shares represented in person or by proxy at a
meeting at which more than 50% of its outstanding shares are represented, or
(ii) more than 50% of its outstanding shares. Unless otherwise indicated,
percentage limitations apply at the time of purchase.

As a matter of fundamental policy, the Fund may not:

1. Issue senior securities, borrow money, or pledge its assets, except
that it may borrow from banks as a temporary measure (a) for
extraordinary or emergency purposes, in amounts not exceeding 5% of its
total assets or (b) to meet redemption requests in amounts not
exceeding 15% of its total assets. The Fund will not make any
investments if borrowing exceeds 5% of its total assets until such time
as total borrowing represents less than 5% of Fund assets;

2. Concentrate its investments by investing 25% or more of its total
assets in any one industry, unless such concentration of investments in
any one industry or group of industries would be necessary, from time
to time, in order for the Fund to achieve its objective of investing,
as closely as possible, in the same securities know to be owned by
Berkshire Hathaway Holdings.

3. Invest for the purpose of exercising control or management of another
issuer;

4. Purchase or sell commodities or commodities contracts; real estate
(including limited partnership interests, but excluding readily
marketable interests in real estate investment trusts or other
securities secured by real estate or interests therein or readily
marketable securities issued by companies that invest in real estate or
interests therein); or interests in oil, gas, or other mineral
exploration or development programs or leases (although it may invest
in readily marketable securities of issuers that invest in or sponsor
such programs or leases);

5. Underwrite securities issued by others except to the extent that the
disposition of portfolio securities, either directly from an issuer or
from an underwriter for an issuer, may be deemed to be an underwriting
under the federal securities laws;

6. Participate on a joint or joint and several basis in any trading
account in securities;

7. Invest its assets in the securities of one or more investment companies
except to the extent permitted by the 1940 Act; or

8. Make loans of money or securities, except that the Fund may invest in
repurchase agreements, money market instruments, and other debt
securities.

The following investment limitations are not fundamental and may be changed
without shareholder approval. As a matter of non-fundamental policy, the Fund
may not:

1. Invest in securities of issuers which have a record of less than three
years' continuous operation (including predecessors and, in the case of
bonds, guarantors) if more than 5% of its total assets would be
invested in such securities;

2. Invest more than 15% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others, (a) securities for
which no readily available market exists or which have legal or
contractual restrictions on resale, (b) fixed-time deposits that are
subject to withdrawal penalties and have maturities of more than seven
days, and (c) repurchase agreements not terminable within seven days;

3. Invest in the securities of any issuer if those officers or Trustees of
the Trust and those officers and directors of the Advisor who
individually own more than 1/2 of 1% of the outstanding securities of
such issuer together own more than 5% of such issuer's securities;

4. Make short sales of securities or maintain a short position, except
short sales "against the box." (A short sale is made by selling a
security the Fund does not own. A short sale is "against the box" to
the extent that the Fund contemporaneously owns or has the right to
obtain at no additional cost securities identical to those sold short.)
While the Fund has reserved the right to make short sales "against the
box," the Advisor has no present intention of engaging in such
transactions at this time or during the coming year; or

5. Purchase foreign securities other than those traded on domestic U.S.
exchanges; or

6. Write, purchase, or sell puts, calls, straddles, spreads, or
combinations thereof or futures contracts or related options, except to
the extent permitted by the Fund's prospectus and Statement of
Additional Information as may be amended from time to time.

MANAGEMENT AND SERVICE PROVIDERS

Trustees and Officers. The following are the Trustees and Officers of the Trust,
their age, their present position with the Trust or the Fund, and their
principal occupation during the past five years. There are no "interested
persons" (as defined in the 1940 Act) by virtue of their affiliation with either
the Trust or the Advisor (*) who serve as trustees.

- ------------------------------------------- ------------------------- ---------------------------------------------------------
Name, Age, and Address Position(s) with Fund Principal Occupation(s)
and/or Trust During the Past 5 Years
- ------------------------------------------- ------------------------- ---------------------------------------------------------
Jack E. Brinson, 64 Trustee President
1105 Panola Street Brinson Investment Co.;
Tarboro, North Carolina 27886 President
Brinson Chevrolet, Inc.
Tarboro, North Carolina

- ------------------------------------------- ------------------------- ---------------------------------------------------------
Shannon D. Coogle, 29 Research Analyst Research / Client Services
2859 Paces Ferry Road, Suite 2125 New Providence Capital Management, L.L.C.
Atlanta, Georgia 30339 (Advisor to the Fund)
Atlanta, Georgia since 1997;
Previously, Student
Georgia State University
Atlanta, Georgia 1994-1997;
Previously, Client Services
J.O. Patterson & Company
Atlanta, Georgia

- ------------------------------------------- ------------------------- ---------------------------------------------------------
Kyle A. Tomlin, CFA, 27 Portfolio Manager Portfolio Management
2859 Paces Ferry Road, Suite 2125 New Providence Capital Management, L.L.C.
Atlanta, Georgia 30339 (Advisor to the Fund)
Atlanta, Georgia since 1996;
Previously, Portfolio Management and Client Services
Donaldson & Co., Incorporated
(Distributor to the Fund)
Atlanta, Georgia 1994-1996; Previously,
Business Associate, Investment Advisory Group
SEI Corporation
Wayne, Pennsylvania 1993-1994;
Previously, Student
Georgia Institute of Technology
Atlanta, Georgia

- ------------------------------------------- ------------------------- ---------------------------------------------------------
C. Frank Watson, III, 28 Secretary Chief Operating Officer
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina

- ------------------------------------------- ------------------------- ---------------------------------------------------------
Julian G. Winters, 30 Treasurer Legal and Compliance Director
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina, since 1995; Previously,
Operations Manager
Tar Heel Medical, Inc.
Nashville, North Carolina
- ------------------------------------------- ------------------------- ---------------------------------------------------------
</TABLE>

Compensation. Trustees and Officers of the Trust who are interested persons of
the Trust or the Advisor will receive no salary or fees from the Trust. Other
Trustees will receive $2,000 each year plus $250 per Fund per meeting attended
in person and $100 per Fund per meeting attended by telephone. The Trust will
also reimburse each Trustee for his or her travel and other expenses relating to
attendance at such meetings. *

- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Name of Person Aggregate Compensation Pension or Retirement Estimated Annual Total Compensation
Benefits Benefits Upon From Fund and Fund
Retirement Complex Paid to
Directors
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Jack E. Brinson $2,550 N/A N/A $2,550
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------

* The figures in the table above are for the fiscal year ended November 30,
1998.
</TABLE>

Principal Holders of Voting Securities. As of October 20, 1998, the Trustees and
Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of the Fund. On
the same date there were no shareholders who owned of record more than 5% of the
outstanding shares of beneficial interest of the Fund.

Investment Advisor. Information about Atlanta Investment Counsel, LLC (the
"Advisor"), 2771 Wesley-on-Carmon, NW, Suite 100, Atlanta, Georgia 30327, and
its duties and compensation as Advisor is contained in the Prospectus. The
Advisor supervises the Fund's investments pursuant to an Investment Advisory
Agreement (the "Advisory Agreement"). The Advisory Agreement is effective for a
two-year period and will be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
or by vote of a majority of the Fund's outstanding voting securities, provided
the continuance is also approved by a majority of the Trustees who are not
parties to the Advisory Agreement or interested persons of any such party. The
Advisory Agreement is terminable without penalty on 60-days' notice by the Board
of Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund. The Advisory Agreement provides that it will terminate
automatically in the event of its assignment.

The Advisor will receive a monthly management fee equal to an annual rate of
0.50% of the Fund's net assets of $500 million and less, and 0.40% of the Fund's
net assets greater then $500 million.

Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services; or a
loss resulting from willful misfeasance, bad faith, or gross negligence on the
part of the Advisor in the performance of its duties; or from its reckless
disregard of its duties and obligations under the Agreement.

John K. Donaldson controls the Advisor. Mr. Donaldson also controls the
Distributor and serves as its president. Mr. Donaldson is also the controlling
member of another Investment Advisor, New Providence Capital Management, advisor
to the New Providence Capital Growth Fund. Mr. Kyle A. Tomlin is an affiliate of
the Fund and the Advisor. Mr. Tomlin serves as the Portfolio Manager to the Fund
and as a member of Portfolio Management to the Advisor.

Fund Accountant and Administrator. The Trust has entered into a Fund Accounting
and Administration Agreement with The Nottingham Company, Inc. (the
"Administrator"), 105 North Washington Street, Post Office Drawer 69, Rocky
Mount, North Carolina 27802-0069. Compensation of the Administrator, based upon
the average daily net assets of the Fund, is at the annual rate of 0.125% on the
first $50 million of the Fund's net assets; 0.10% on the next $50 million; and
0.075% on all assets over $100 million. In addition, the Administrator currently
receives a monthly fee of $2,250 for accounting and recordkeeping services for
the Fund and an additional $750 per month for each additional Class. The
Administrator also charges the Fund for certain costs involved with the daily
valuation of investment securities and is reimbursed for out-of-pocket expenses.
The Administrator charges a minimum annual fee of $41,000 for all of its fees
taken in the aggregate, analyzed monthly.

The Administrator will perform the following services for the Fund: (1)
coordinate with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties furnishing services to
the Fund; (3) provide the Fund with necessary office space, telephones and other
communications facilities and personnel competent to perform administrative and
clerical functions for the Fund; (4) supervise the maintenance by third parties
of such books and records of the Fund as may be required by applicable federal
or state law; (5) prepare or supervise the preparation by third parties of all
federal, state and local tax returns and reports of the Fund required by
applicable law; (6) prepare and, after approval by the Trust, file and arrange
for the distribution of proxy materials and periodic reports to shareholders of
the Fund as required by applicable law; (7) prepare and, after approval by the
Trust, arrange for the filing of such registration statements and other
documents with the Securities and Exchange Commission and other federal and
state regulatory authorities as may be required by applicable law; (8) review
and submit to the officers of the Trust for their approval invoices or other
requests for payment of Fund expenses and instruct the Custodian to issue checks
in payment thereof; and (9) take such other action with respect to the Fund as
may be necessary in the opinion of the Administrator to perform its duties under
the agreement. The Administrator will also provide certain accounting and
pricing services for the Fund.

Transfer Agent. The Trust has contracted with NC Shareholder Services, LLC (the
"Transfer Agent"), a North Carolina limited liability company, to serve as
transfer, dividend paying, and shareholder servicing agent for the Fund. The
Transfer Agent is compensated based upon a $15.00 fee per shareholder per year,
subject to a minimum fee of $750 per month. The address of the Transfer Agent is
107 North Washington Street, Post Office Box 4365, Rocky Mount, North Carolina
27803-0365.

Custodian. First Union National Bank of North Carolina (the "Custodian"), Two
First Union Center, Charlotte, North Carolina 28288-1151, serves as custodian
for the Fund's assets. The Custodian acts as the depository for the Fund,
safekeeps its portfolio securities, collects all income and other payments with
respect to portfolio securities, disburses monies at the Fund's request and
maintains records in connection with its duties as Custodian. For its services
as Custodian, the Custodian is entitled to receive from the Fund an annual fee
based on the average net assets of the Fund held by the Custodian.

Independent Auditors. The Board of Trustees of the Trust has selected the firm
of Deloitte & Touche LLP, 2500 One PPG Place, Pittsburgh, Pennsylvania
15222-5401, to serve as independent auditors for the Fund for the current fiscal
year and to audit the annual financial statements of the Fund, prepare the
Fund's federal and state tax returns, and consult with the Fund on matters of
accounting and federal and state income taxation.

Independent auditors audit the financial statements of the Fund at least once
each year. Shareholders will receive annual audited and semi-annual (unaudited)
reports when published and written confirmation of all transactions in their
account. A copy of the most recent Annual Report will accompany the Statement of
Additional Information whenever a shareholder or a prospective investor requests
it.

Legal Counsel. Dechert Price & Rhoads serves as legal counsel to the New
Providence Investment Trust and the Fund.

Distributor. Donaldson & Co., Incorporated (the "Distributor") is the principal
underwriter and distributor of Fund shares pursuant to a Distribution Agreement
with the Trust. The Distributor, which is affiliated with the Advisor, serves as
exclusive agent for the distribution of the shares of the Fund.

John K. Donaldson, affiliated person of the Fund, is also an affiliated person
of the Advisor and the Distributor.

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 of
the 1940 Act (see "How Shares May Be Purchased - Distribution Plan" in the
Prospectus). As required by Rule 12b-1, the Plan (together with the Distribution
Agreement) has been approved by the Board of Trustees and separately by a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plan and
the Distribution Agreement.

Potential benefits of the Plan to the Fund include improved shareholder
services, savings to the Fund in transfer agency costs, savings to the Fund in
advisory fees and other expenses, benefits to the investment process through
growth and stability of assets, and maintenance of a financially healthy
management organization. The Board of Trustees must consider the continuation of
the Plan annually.

Under the Plan the Fund may expend up to 0.50% of the Fund's average daily net
assets annually to finance any activity primarily intended to result in the sale
of shares and the servicing of shareholder accounts, provided the Trust's Board
of Trustees has approved the category of expenses for which payment is being
made. Such expenditures paid as service fees to any person who sells shares may
not exceed 0.25% of the shares' average annual net asset value.

The Distribution Plan is of a type known as a "compensation" plan because
payments are made for services rendered to the Fund with respect to Investor
Class shares regardless of the level of expenditures by the Distributors. The
Trustees will, however, take into account such expenditures for purposes of
reviewing operations under the Distribution Plan and in connection with their
annual consideration of the Plan's renewal. The Distributors have indicated that
they expect their expenditures to include, without limitation: (a) the printing
and mailing of Fund prospectuses, statements of additional information, any
supplements thereto and shareholder reports for prospective Contract owners with
respect to the Investor Class shares of the Fund; (b) those relating to the
development, preparation, printing and mailing of advertisements, sales
literature and other promotional materials describing and/or relating to the
Investor Class shares of the Fund; (c) holding seminars and sales meetings
designed to promote the distribution of Fund Investor Class shares; (d)
obtaining information and providing explanations to wholesale and retail
distributors of Contracts regarding Fund investment objectives and policies and
other information about the Fund and its Funds, including the performance of the
Funds; (e) training sales personnel regarding the Investor Class shares of the
Fund; and (f) financing any other activity that the Distributors determine is
primarily intended to result in the sale of Investor Class shares.

ADDITIONAL INFORMATION ON PERFORMANCE

From time to time, the total return of the Fund may be quoted in advertisements,
sales literature, shareholder reports, or other communications to shareholders.
The Fund computes the "average annual total return" of the Fund by determining
the average annual compounded rates of return during specified periods that
equate the initial amount invested to the ending redeemable value of such
investment. This is done by determining the ending redeemable value of a
hypothetical $1,000 initial payment. This calculation is as follows:

P(1+T)^n = ERV

Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.
P = hypothetical initial payment of $1,000 from which the
maximum sales load is deducted.
n = period covered by the computation, expressed in terms of
years.

The Fund may also compute the aggregate total return of the Fund, which is
calculated in a similar manner, except that the results are not annualized.

The calculation of average annual total return and aggregate total return assume
an initial $1,000 investment and that there is a reinvestment of all dividends
and capital gain distributions on the reinvestment dates during the period. The
ending redeemable value is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.

These performance quotations should not be considered as representative of the
Fund's performance for any specified period in the future.

The Fund's performance may be compared in advertisements, sales literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized indices or other measures of
investment performance. In particular, the Fund may compare its performance to
the S&P 500 Index, which is generally considered to be representative of the
performance of unmanaged common stocks that are publicly traded in the United
States securities markets. The Fund may also measure its performance against the
Lipper Growth Fund Index, which ranks the performance of mutual funds that have
an objective of growth of capital. Comparative performance may also be expressed
by reference to a ranking prepared by a mutual fund monitoring service or by one
or more newspapers, newsletters, or financial periodicals. The Fund may also
occasionally cite statistics to reflect its volatility and risk. The Fund may
also compare its performance to other published reports of the performance of
unmanaged portfolios of companies. The performance of such unmanaged portfolios
generally does not reflect the effects of dividends or dividend reinvestment.
The Fund may also compare its performance to other reports of the performance of
managed accounts of the Advisor, such as the Capital Growth Account, as more
fully described in the Prospectus under "Other Information - Prior Performance
of Advisor." Of course, there can be no assurance the Fund will experience the
same results. Performance comparisons may be useful to investors who wish to
compare the Fund's past performance to that of other mutual funds and investment
products. Of course, past performance is not a guarantee of future results.

The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of total return as described
above.

As indicated, from time to time the Fund may advertise its performance compared
to similar funds or portfolios using certain indices, reporting services, and
financial publications. These may include the following:

o Lipper Analytical Services, Inc., ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time.

o Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.

Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or total return, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and to compute offering price. Advertisements and
other sales literature for the Fund may quote total returns that are calculated
on non-standardized base periods. The total returns represent the historic
change in the value of an investment in the Fund based on monthly reinvestment
of dividends over a specified period of time.

From time to time the Fund may include in advertisements and other
communications charts and illustrations relating to inflation and the effects of
inflation on the dollar, including the purchasing power of the dollar at various
rates of inflation. The Fund may also disclose from time to time information
about its portfolio allocation and holdings at a particular date (including
ratings of securities assigned by independent rating services such as S&P and
Moody's). The Fund may also depict the historical performance of the securities
in which the Fund may invest over periods reflecting a variety of market or
economic conditions either alone or in comparison with alternative investments,
performance indices of those investments, or economic indicators. The Fund may
also include in advertisements and in materials furnished to present and
prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Trust's Board of Trustees, the Advisor
is responsible for, makes decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.

The annualized portfolio turnover rate for the Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting
period by the monthly average value of the portfolio securities owned during the
reporting period. The calculation excludes all securities whose maturities or
expiration dates at the time of acquisition are one year or less. Portfolio
turnover of the Fund may vary greatly from year to year as well as within a
particular year, and may be affected by cash requirements for redemption of
shares and by requirements that enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making Fund
decisions, and the Fund may engage in short-term trading to achieve its
investment objectives.

Purchases of money market instruments by the Fund are made from dealers,
underwriters, and issuers. The Fund currently does not expect to incur any
brokerage commission expense on such transactions because money market
instruments are generally traded on a "net" basis by a dealer acting as
principal for its own account without a stated commission. The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased directly from or sold directly to an issuer, no
commissions or discounts are paid.

Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions in the
over-the-counter market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument.

The Fund may participate, if and when practicable, in bidding for the purchase
of Fund securities directly from an issuer in order to take advantage of the
lower purchase price available to members of a bidding group. The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.

In executing Fund transactions and selecting brokers or dealers, the Advisor
will seek to obtain the best overall terms available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. The sale of Fund shares may
be considered when determining the firms that are to execute brokerage
transactions for the Fund. In addition, the Advisor is authorized to cause the
Fund to pay a broker-dealer which furnishes brokerage and research services a
higher commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the
Advisor to the Fund. Such brokerage and research services might consist of
reports and statistics relating to specific companies or industries; general
summaries of groups of stocks or bonds and their comparative earnings and
yields; or broad overviews of the stock, bond, and government securities
markets; and the economy.

Supplementary research information so received is in addition to, and not in
lieu of, services required to be performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
commissions paid by the Fund to consider whether the commissions paid over
representative periods of time appear to be reasonable in relation to the
benefits inuring to the Fund. It is possible that certain of the supplementary
research or other services received will primarily benefit one or more other
investment companies or other accounts for which the Advisor exercises
investment discretion. Conversely, the Fund may be the primary beneficiary of
the research or services received as a result of securities transactions
effected for such other account or investment company.

The Advisor may also utilize a brokerage firm affiliated with the Trust or the
Advisor (including the Distributor, an affiliate of the Advisor) if it believes
it can obtain the best execution of transactions from such broker. The Fund will
not execute portfolio transactions through, acquire securities issued by, make
savings deposits in, or enter into repurchase agreements with the Advisor or an
affiliated person of the Advisor (as such term is defined in the 1940 Act)
acting as principal, except to the extent permitted by the Securities and
Exchange Commission ("SEC"). In addition, the Fund will not purchase securities
during the existence of any underwriting or selling group relating thereto of
which the Advisor, or an affiliated person of the Advisor, is a member, except
to the extent permitted by the SEC. Under certain circumstances, the Fund may be
at a disadvantage because of these limitations in comparison with other
investment companies that have similar investment objectives but are not subject
to such limitations.

Investment decisions for the Fund will be made independently from those for any
other series of the Trust, if any, and for any other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also invest in the same securities as the Fund. To the extent
permitted by law, the Advisor may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price and available investments allocated as to amount in a manner which the
Advisor believes to be equitable to the Fund and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
sold by the Fund.

SPECIAL SHAREHOLDER SERVICES

The Fund offers the following shareholder services:

Regular Account. The regular account allows for voluntary investments to be made
at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement plans, and others, investors are free to make
additions and withdrawals to or from their account as often as they wish. When
an investor makes an initial investment in the Fund, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a confirmation statement showing the current transaction and all
prior transactions in the shareholder account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investments in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Fund will automatically charge the checking account for the amount
specified ($100 minimum) which will be automatically invested in shares at the
public offering price on or about the 21st day of the month. The shareholder may
change the amount of the investment or discontinue the plan at any time by
writing to the Fund.

Systematic Withdrawal Plan. Shareholders owning shares with a value of $2,500 or
more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March, June, September, and December) in
order to make the payments requested. The Fund has the capability of
electronically depositing the proceeds of the systematic withdrawal directly to
the shareholder's personal bank account ($5,000 minimum per bank wire).
Instructions for establishing this service are included in the Fund Shares
Application, enclosed in the Prospectus, or are available by calling the Fund.
If the shareholder prefers to receive his systematic withdrawal proceeds in
cash, or if such proceeds are less than the $5,000 minimum for a bank wire,
checks will be made payable to the designated recipient and mailed within seven
days of the valuation date. If the designated recipient is other than the
registered shareholder, the signature of each shareholder must be guaranteed on
the application (see "Signature Guarantees" in the Prospectus). A corporation
(or partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles, and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the Fund
upon 60-days' written notice or by a shareholder upon written notice to the
Fund. Applications and further details may be obtained by calling the Fund at
1-800-773-3863 or by writing to:

Berkshire Fund
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365

Purchases in Kind. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such securities is at the
sole discretion of the Advisor based upon the suitability of the securities
accepted for inclusion as a long-term investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as
described in "How Net Asset Value is Determined" in the Prospectus.

Redemptions in Kind. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future, which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.

Transfer of Registration. To transfer shares to another owner, send a written
request to the Fund at the address shown above. Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s) appear(s) on the account
registration; (3) the new account registration, address, social security or
taxpayer identification number, and how dividends and capital gains are to be
distributed; (4) signature guarantees (See the Prospectus under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations, administrators, executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.

PURCHASE OF SHARES

The purchase price of shares of the Fund is the net asset value next determined
after the order is received. An order received prior to 4:00 p.m. New York time
will be executed at the price computed as of 4:00 p.m. on the date of receipt,
and an order received after 4:00 p.m. New York time will be executed at the
price computed as of that time on the next business day.

The Fund reserves the right in its sole discretion (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of management
such rejection is in the best interest of the Fund and its shareholders, and
(iii) to reduce or to waive the minimum for initial and subsequent investments
under circumstances where certain economies can be achieved in sales of Fund
shares.

Sales Sales
Charge As Charge As Dealers Discounts
% of Net % of Public and Brokerage
Amount of Transaction Amount Offering Commissions as % of
At Public Offering Price Invested Price Public Offering Price
------------------------ -------- ----------- ---------------------
Less than $50,000....................... 6.10% 5.75% 5.00%
$50,000 to $99,999...................... 4.71% 4.50% 3.75%
$100,000 to $249,999.................... 3.63% 3.50% 2.80%
$250,000 to $499,999.................... 2.56% 2.50% 2.00%
$500,000 to $999,999.................... 2.04% 2.00% 1.60%
$1,000,000 to $2,000,000................ 1.01%* 1.00%* 0.75%
$2,000,001 to $3,000,000:
On the first $2,000,000............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.55%
$3,000,001 to $50,000,000:
On the first $2,000,000............ 1.01%* 1.00%* 0.75%
On the next $1,000,000............. 0.81%* 0.80%* 0.65%
On the next $47,000,000............ 0.50%* 0.50%* 0.40%

* A one-year, 1.00% contingent deferred sales charge is imposed on these
accounts.

</TABLE>

From time to time dealers who receive dealer discounts and brokerage commissions
from the Distributor may reallow all or a portion of such dealer discounts and
brokerage commissions to other dealers or brokers. Pursuant to the terms of the
Distribution Agreement, the sales charge payable to the Distributor and the
dealer discounts may be suspended, terminated or amended.

The dealer discounts and brokerage commissions schedule above applies to all
dealers who have agreements with the Distributor. The Distributor, at its
expense, may also provide additional compensation to dealers in connection with
sales of shares of the Fund. Compensation may include financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising campaigns regarding the Fund,
and/or other dealer-sponsored special events. In some instances, this
compensation may be made available only to certain dealers whose representatives
have sold or are expected to sell a significant amount of such shares.
Compensation may include payment for travel expenses, including lodging,
incurred in connection with trips taken by invited registered representatives
and members of their families to locations within or outside of the United
States for meetings or seminars of a business nature. Dealers may not use sales
of the Fund shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
National Association of Securities Dealers, Inc. None of the aforementioned
compensation is paid for by the Fund or its shareholders.

Reduced Sales Charges

Concurrent Purchases. For purposes of qualifying for a lower sales charge
for Investor Class shares, investors have the privilege of combining concurrent
purchases of the Fund and one or more future series of the Trust affiliated with
the Advisor and sold with a sales charge. For example, if a shareholder
concurrently purchases shares in one of the future series of the Trust
affiliated with the Advisor and sold with a sales charge at the total public
offering price of $50,000, and Investor Shares in the Fund at the total public
offering price of $50,000, the sales charge would be that applicable to a
$100,000 purchase as shown in the appropriate table above. This privilege may be
modified or eliminated at any time or from time to time by the Trust without
notice thereof.

Rights of Accumulation. Pursuant to the right of accumulation, investors
are permitted to purchase Investor Class shares at the public offering price
applicable to the total of (a) the total public offering price of the Investor
Shares of the Fund then being purchased plus (b) an amount equal to the then
current net asset value of the purchaser's combined holdings of the shares of
all of the series of the Trust affiliated with the Advisor and sold with a sales
charge. To receive the applicable public offering price pursuant to the right of
accumulation, investors must, at the time of purchase, provide sufficient
information to permit confirmation of qualification, and confirmation of the
purchase is subject to such verification. This right of accumulation may be
modified or eliminated at any time or from time to time by the Trust without
notice.

Letters of Intent. Investors may qualify for a lower sales charge for
Investor Class shares by executing a letter of intent. A letter of intent allows
an investor to purchase Investor Class shares of the Fund over a 13-month period
at reduced sales charges based on the total amount intended to be purchased plus
an amount equal to the then current net asset value of the purchaser's combined
holdings of the shares of all of the series of the Trust affiliated with the
Advisor and sold with a sales charge. Thus, a letter of intent permits an
investor to establish a total investment goal to be achieved by any number of
purchases over a 13-month period. Each investment made during the period
receives the reduced sales charge applicable to the total amount of the intended
investment.

The letter of intent does not obligate the investor to purchase, or the Fund to
sell, the indicated amount. If such amount is not invested within the period,
the investor must pay the difference between the sales charge applicable to the
purchases made and the charges previously paid. If such difference is not paid
by the investor, the Distributor is authorized by the investor to liquidate a
sufficient number of shares held by the investor to pay the amount due. On the
initial purchase of shares, if required (or subsequent purchases, if necessary)
shares equal to at least five percent of the amount indicated in the letter of
intent will be held in escrow during the 13-month period (while remaining
registered in the name of the investor) for this purpose. The value of any
shares redeemed or otherwise disposed of by the investor prior to termination or
completion of the letter of intent will be deducted from the total purchases
made under such letter of intent.

A 90-day backdating period can be used to include earlier purchases at the
investor's cost (without a retroactive downward adjustment of the sales charge);
the 13-month period would then begin on the date of the first purchase during
the 90-day period. No retroactive adjustment will be made if purchases exceed
the amount indicated in the letter of intent. Investors must notify the
Administrator or the Distributor whenever a purchase is being made pursuant to a
letter of intent.

Investors electing to purchase shares pursuant to a letter of intent should
carefully read the letter of intent, which is included in the Fund Shares
Application accompanying this Prospectus or is otherwise available from the
Administrator or the Distributor. This letter of intent option may be modified
or eliminated at any time or from time to time by the Trust without notice.

Reinvestments. Investors may reinvest, without a sales charge, proceeds
from a redemption of Investor Shares in Investor Shares or in shares of another
series of the Trust affiliated with the Advisor and sold with a sales charge,
within 90 days after the redemption. If the other Class charges a sales charge
higher than the sales charge the investor paid in connection with the shares
redeemed, the investor must pay the difference. In addition, the shares of the
Class to be acquired must be registered for sale in the investor's state of
residence. The amount that may be so reinvested may not exceed the amount of the
redemption proceeds, and a written order for the purchase of such shares must be
received by the Fund or the Distributor within 90 days after the effective date
of the redemption.

If an investor realizes a gain on the redemption, the reinvestment will not
affect the amount of any federal capital gains tax payable on the gain. If an
investor realizes a loss on the redemption, the reinvestment may cause some or
all of the loss to be disallowed as a tax deduction, depending on the number of
shares purchased by reinvestment and the period of time that has elapsed after
the redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares acquired upon the reinvestment.

Purchases by Related Parties and Groups. Reductions in sales charges apply
to purchases by a single "person," including an individual, members of a family
unit, consisting of a husband, wife and children under the age of 21 purchasing
securities for their own account, or a trustee or other fiduciary purchasing for
a single fiduciary account or single trust estate.

Reductions in sales charges also apply to purchases by individual members of a
"qualified group." The reductions are based on the aggregate dollar value of
shares purchased by all members of the qualified group and still owned by the
group plus the shares currently being purchased. For purposes of this paragraph,
a qualified group consists of a "company," as defined in the 1940 Act, which has
been in existence for more than six months and which has a primary purpose other
than acquiring shares of the Fund at a reduced sales charge, and the "related
parties" of such company. For purposes of this paragraph, a "related party" of a
company is: (i) any individual or other company who directly or indirectly owns,
controls, or has the power to vote five percent or more of the outstanding
voting securities of such company; (ii) any other company of which such company
directly or indirectly owns, controls, or has the power to vote five percent of
more of its outstanding voting securities; (iii) any other company under common
control with such company; (iv) any executive officer, director or partner of
such company or of a related party; and (v) any partnership of which such
company is a partner.

Sales at Net Asset Value. The Fund may sell shares at a purchase price
equal to the net asset value of such shares, without a sales charge, to
Trustees, officers, and employees of the Trust, the Fund and the Advisor, and to
employees and principals of related organizations and their families, and
certain parties related thereto, including clients and related accounts of the
Advisor. Clients of investment advisors and financial planners may also purchase
Investor Shares at net asset value if the investment advisor or financial
planner has made arrangements to permit them to do so with the Distributor. The
public offering price of shares of the Fund may also be reduced to net asset
value per share in connection with the acquisition of the assets of or merger or
consolidation with a personal holding company or a public or private investment
company.

Exchange Feature. Investors will have the privilege of exchanging shares of the
Fund for shares of any other series of the Trust to be established by Advisor.
An exchange involves the simultaneous redemption of shares of one series and
purchase of shares of another series at the respective closing net asset value
next determined after a request for redemption has been received plus applicable
sales charge, and is a taxable transaction. Each series of the Trust will have a
different investment objective, which may be of interest to investors in each
series. Shares of the Fund may be exchanged for shares of any other series of
the Trust affiliated with the Advisor at the net asset value plus the percentage
difference between that series' sales charge and any sales charge previously
paid in connection with the shares being exchanged. For example, if a 2% sales
charge was paid on shares that are exchanged into a series with a 3% sales
charge, there would be an additional sales charge of 1% on the exchange.
Exchanges may only be made by investors in states where shares of the other
series are qualified for sale. An investor may direct the Fund to exchange his
shares by writing to the Fund at its principal office. The request must be
signed exactly as the investor's name appears on the account, and it must also
provide the account number, number of shares to be exchanged, the name of the
series to which the exchange will take place and a statement as to whether the
exchange is a full or partial redemption of existing shares. Notwithstanding the
foregoing, exchanges of shares may only be within the same class or type of
class of shares involved. For example, Investor Shares may not be exchanged for
Institutional Shares.

A pattern of frequent exchange transactions may be deemed by the Advisor to be
an abusive practice that is not in the best interests of the shareholders of the
Fund. Such a pattern may, at the discretion of the Advisor, be limited by the
Fund's refusal to accept further purchase and/or exchange orders from an
investor, after providing the investor with 60 days prior notice. The Advisor
will consider all factors it deems relevant in determining whether a pattern of
frequent purchases, redemptions and/or exchanges by a particular investor is
abusive and not in the best interests of the Fund or its other shareholders.

A shareholder should consider the investment objectives and policies of any
series into which the shareholder will be making an exchange, as described in
the prospectus for that other series. The Board of Trustees of the Trust
reserves the right to suspend or terminate, or amend the terms of, the exchange
privilege upon 60 days written notice to the shareholders.

REDEMPTION OF SHARES

The Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange (the "NYSE") is closed for
other than customary weekend and holiday closings, or that trading on the NYSE
is restricted as determined by the Securities and Exchange Commission (the
"Commission"); (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practical for
the Fund to dispose of securities owned by it, or to determine fairly the value
of its assets; and (iii) for such other periods as the Commission may permit.
The Fund may also suspend or postpone the recordation of the transfer of shares
upon the occurrence of any of the foregoing conditions. Any redemption may be
more or less than the shareholder's cost depending on the market value of the
securities held by the Fund. No charge is made by the Fund for redemptions other
than the possible charge for wiring redemption proceeds.

In addition to the situations described in the Prospectus under "How to Redeem
Shares," the Fund may redeem shares involuntarily to reimburse the Fund for any
loss sustained by reason of the failure of a shareholder to make full payment
for shares purchased by the shareholder or to collect any charge relating to a
transaction effected for the benefit of a shareholder which is applicable to
Fund shares as provided in the Prospectus from time to time.

NET ASSET VALUE

The net asset value for each share of the Fund is determined at the time trading
closes on the New York Stock Exchange (currently 4:00 p.m., New York time,
Monday through Friday), except on business holidays when the NYSE is closed. The
NYSE recognizes the following holidays: New Year's Day, Martin Luther King,
Jr.'s Birthday, President's Day, Good Friday, Memorial Day, Fourth of July,
Labor Day, Thanksgiving Day, and Christmas Day. Any other holiday recognized by
the NYSE will be considered a business holiday on which the net asset value of
the Fund will not be calculated.

The net asset value per share of the Fund is calculated separately by adding the
value of the Fund's securities and other assets belonging to the Fund,
subtracting the liabilities charged to the Fund, and dividing the result by the
number of outstanding shares. "Assets belonging to" the Fund consist of the
consideration received upon the issuance of shares of the Fund together with all
net investment income, realized gains/losses and proceeds derived from the
investment thereof, including any proceeds from the sale of such investments,
any funds or payments derived from any reinvestment of such proceeds, and a
portion of any general assets of the Trust not belonging to a particular
investment Fund. Assets belonging to a Fund are charged with the direct
liabilities of the Fund and with a share of the general liabilities of the
Trust, which are normally allocated in proportion to the number of or the
relative net asset values of all of the Trust's series at the time of allocation
or in accordance with other allocation methods approved by the Board of
Trustees. Subject to the provisions of the Declaration of Trust, determinations
by the Board of Trustees as to the direct and allocable liabilities, and the
allocable portion of any general assets, with respect to a Fund are conclusive.

Values are determined according to accepted accounting practices and all laws
and regulations that apply. The assets of the Fund are valued as follows:

o Securities that are listed on a securities exchange are valued at the last
quoted sales price at the time the valuation is made. Price information on
listed securities is taken from the exchange where the security is
primarily traded by the Fund.

o Securities that are listed on an exchange and which are not traded on the
valuation date are valued at the bid price.

o Unlisted securities for which market quotations are readily available are
valued at the latest quoted sales price, if available, at the time of
valuation, otherwise, at the latest quoted bid price.

o Temporary cash investments with maturities of 60 days or less will be
valued at amortized cost, which approximates market value.

o Securities for which no current quotations are readily available are valued
at fair value as determined in good faith using methods approved by the
Board of Trustees of the Trust. Securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities.

ADDITIONAL TAX INFORMATION

The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders. The discussion here and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative, judicial, or administrative action.
Investors are advised to consult their tax advisors with specific reference to
their own tax situations.

The Fund, and any other series of the Trust, will be treated as a separate
corporate entity under the Code. The Fund intends to qualify and to remain
qualified as a regulated investment company. To so qualify, the Fund must elect
to be a regulated investment company or have made such an election for a
previous year and must satisfy, in addition to the distribution requirement
described in the Prospectus, certain requirements with respect to the source of
its income for a taxable year. At least 90% of the gross income of the Fund must
be derived from dividends; interest; payments with respect to securities loans,
gains from the sale or other disposition of stocks, securities, or foreign
currencies; and other income derived with respect to the Fund's business of
investing in such stock, securities, or currencies. Any income derived by the
Fund from a partnership or trust is treated as derived with respect to the
Fund's business of investing in stock, securities, or currencies only to the
extent that such income is attributable to items of income that would have been
qualifying income if realized by the Fund in the same manner as by the
partnership or trust.

An investment company may not qualify as a regulated investment company for any
taxable year unless it satisfies certain requirements with respect to the
diversification of its investments at the close of each quarter of the taxable
year. In general, at least 50% of the value of its total assets must be
represented by cash, cash items, government securities, securities of other
regulated investment companies, and other securities which, with respect to any
one issuer, do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding voting securities of such issuer.
In addition, not more than 25% of the value of the investment company's total
assets may be invested in the securities (other than government securities or
the securities of other regulated investment companies) of any one issuer. The
Fund intends to satisfy all requirements on an ongoing basis for continued
qualification as a regulated investment company.

The Fund will designate any distribution of long-term capital gains as a capital
gain dividend in a written notice mailed to shareholders within 60 days after
the close of the Fund's taxable year. Shareholders should note that upon the
sale or exchange of Fund shares, if the shareholder has not held such shares for
at least six months, any loss on the sale or exchange of those shares will be
treated as long-term capital loss to the extent of the capital gain dividends
received with respect to the shares.

A 4% nondeductible excise tax is imposed on regulated investment companies that
fail to distribute currently an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). The Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded to regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its shareholders). In such event, dividend
distributions (whether or not derived from interest on tax-exempt securities)
would be taxable as ordinary income to shareholders to the extent of the Fund's
current and accumulated earnings and profits.

The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of taxable dividends or 31% of gross proceeds realized upon sale
paid to shareholders who have failed to provide a correct tax identification
number in the manner required, or who are subject to withholding by the Internal
Revenue Service for failure to include properly on their return payments of
taxable interest or dividends, or who have failed to certify to the Fund that
they are not subject to backup withholding when required to do so, or that they
are "exempt recipients."

Depending upon the extent of the Fund's activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located, or in which it is otherwise deemed to be conducting business, the
Fund may be subject to the tax laws of such states or localities. In addition,
in those states and localities that have income tax laws, the treatment of the
Fund and its shareholders under such laws may differ from their treatment under
federal income tax laws.

Dividends paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income, whether received
in cash or reinvested in additional shares. Long-term capital gains
distributions, if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional shares, regardless of how long Fund shares
have been held.

Under current tax law, certain types of expenses incurred by the Fund must be
proportionately allocated as additional income to shareholders. As a result, the
amounts reportable by the Fund as taxable income, if any, may exceed the
dividends actually paid. Such proportionate allocation of Fund expenses, if any,
will be identified when tax information is distributed by the Fund. The Fund
will send shareholders information each year on the tax status of dividends and
disbursements. A dividend or capital gains distribution paid shortly after
shares have been purchased, although in effect a return of investment, is
subject to federal income taxation. Dividends from net investment income, along
with capital gains, will be taxable to shareholders, whether received in cash or
shares and no matter how long you have held Fund shares, even if they reduce the
net asset value of shares below your cost and thus, in effect, result in a
return of a part of your investment.

CAPITAL SHARES AND VOTING

The Trust was organized as a Massachusetts business trust on July 9, 1997 under
a Declaration of Trust. The Declaration of Trust currently authorizes the
issuance of shares in two series: The New Providence Capital Growth Fund and The
Berkshire Fund. Shares of The Berkshire Fund, when issued, are fully paid and
non-assessable and have no preemptive or conversion rights. Shareholders are
entitled to one vote for each full share and a fractional vote for each
fractional share held. Shares have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
Trustees can elect 100% of the Trustees, and in this event, the holders of the
remaining shares voting will not be able to elect any Trustees. The Trustees
will hold office indefinitely, except that: (1) any Trustee may resign or
retire; and (2) any Trustee may be removed: (a) any time by written instrument
signed by at least two-thirds of the number of Trustees prior to such removal;
(b) at any meeting of shareholders of the Trust by a vote of two-thirds of the
outstanding shares of the Trust; or (c) by a written declaration signed by
shareholders holding not less than two-thirds of the outstanding shares of the
Trust and filed with the Trust's custodian. Shareholders have certain rights, as
set forth in the Declaration of Trust, including the right to call a meeting of
the shareholders. Shareholders holding not less than 10% of the shares then
outstanding may require the Trustees to call a meeting, and the Trustees are
obligated to provide certain assistance to shareholders desiring to communicate
with other shareholders in such regard (e.g., providing access to shareholder
lists, etc.). In case a vacancy or an anticipated vacancy on the Board of
Trustees shall for any reason exist, the vacancy shall be filled by the
affirmative vote of a majority of the remaining Trustees, subject to certain
restrictions under the 1940 Act. Otherwise, there will normally be no meeting of
shareholders for the purpose of electing Trustees, and the Trust does not expect
to have an annual meeting of shareholders.
<PAGE>

APPENDIX A

Description of Ratings

The Fund wills normally be at least 90% invested in equities. As a temporary
defensive position, however, when the Advisor determines that market conditions
warrant such investments, the Fund may invest up to 100% of its assets in
investment grade bonds, U.S. Government Securities, repurchase agreements, or
money market instruments ("Investment-Grade Debt Securities"). When the Fund
invests in Investment-Grade Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective. Under normal circumstances, however,
the Fund may invest in money market instruments as described in the Prospectus.
The various ratings used by the nationally recognized securities rating services
are described below.

A rating by a rating service represents the service's opinion as to the credit
quality of the security being rated. However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Advisor believes that the quality of fixed-income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell, or hold a
security because it does not take into account market value or suitability for a
particular investor. When a security has received a rating from more than one
service, each rating is evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating services from
other sources that they consider reliable. Ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information, or
for other reasons.

Standard & Poor's Ratings Group. The following summarizes the highest four
ratings used by Standard & Poor's Ratings Group ("S&P") for bonds that are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

AAA - This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and to repay
principal.

AA - Debt rated AA is considered to have a very strong capacity to pay
interest and to repay principal and differs from AAA issues only in a
small degree.

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

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

To provide more detailed indications of credit quality, the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

Bonds rated BB, B, CCC, CC, and C are not considered by the Advisor to be
"Investment-Grade Debt Securities" and are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
bonds may have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions.

Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating SP-1 is the highest rating assigned by S&P to municipal notes and
indicates very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics are given a
plus (+) designation.

Moody's Investors Service, Inc. The following summarizes the highest four
ratings used by Moody's Investors Service, Inc., ("Moody's") for bonds that are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

Aaa - Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin, and principal is secure. While
the various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally strong
position of such issues.

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

A - Debt that is rated A possesses many favorable investment attributes
and is to be considered as an upper-medium-grade obligation. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa - Debt which is rated Baa is considered as a medium-grade
obligation, i.e., it is neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such debt
lacks outstanding investment characteristics and, in fact, has
speculative characteristics as well.

Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A, and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking, and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category.

The Advisor does not consider bonds that are rated Ba, B, Caa, Ca, or C by
Moody's "Investment-Grade Debt Securities." Bonds rated Ba are judged to have
speculative elements because their future cannot be considered as well assured.
Uncertainty of position characterizes bonds in this class because the protection
of interest and principal payments often may be very moderate and not well
safeguarded.

Bonds that are rated B generally lack characteristics of a desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the security over any long period for time may be small. Bonds that are rated
Caa are of poor standing. Such securities may be in default, or there may be
present elements of danger with respect to principal or interest. Bonds that are
rated Ca represent obligations that are speculative in a high degree. Such
issues are often in default or have other marked shortcomings. Bonds which are
rated C are the lowest rated class of bonds, and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or related supporting institutions) are considered to
have a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics of issuers rated
Prime-1 but to a lesser degree. Earnings' trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

The following summarizes the highest rating used by Moody's for short-term notes
and variable-rate, demand obligations:

MIG-l; VMIG-l - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support, or demonstrated broad-based access to the market for
refinancing.

Duff & Phelps Credit Rating Co. The following summarizes the highest four
ratings used by Duff & Phelps Credit Rating Co. ("D&P") for bonds that are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

AAA - Bonds that are rated AAA are of the highest credit quality. The
risk factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.

AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.

A - Bonds rated A have average but adequate protection factors. The
risk factors are more variable and greater in periods of economic
stress.

BBB - Bonds rated BBB have below-average protection factors but are
still considered sufficient for prudent investment. There is
considerable variability in risk during economic cycles.

Bonds rated BB, B, and CCC by D&P are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and to make principal payments
in accordance with the terms of the obligations. BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.

The rating Duff l is the highest rating assigned by D&P for short-term debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1, and
Duff 1- within the highest rating category. Duff l+ indicates highest certainty
of timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.

Fitch Investors Service, Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc., ("Fitch") for bonds that are deemed to be
"Investment-Grade Debt Securities" by the Advisor:

AAA - Bonds are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and to repay principal, which is unlikely to be affected by
reasonably foreseeable events.

AA - Bonds are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and to repay
principal is very strong, although not quite as strong as bonds rated
AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-term
debt of these issuers is generally rated F-1+.

A - Bonds that are rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and to repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds
with higher ratings.

BBB - Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
to repay principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to have
adverse impact on these bonds and, therefore, impair timely payment.
The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

To provide more detailed indications of credit quality, the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.

Bonds rated BB, B, and CCC by Fitch are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and to make principal payments
in accordance with the terms of the obligations. BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.

The following summarizes the three highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments, and commercial paper:

F-1+ - Instruments assigned this rating are regarded as having the
strongest degree of assurance for timely payment.

F-1 - Instruments assigned this rating reflect an assurance of timely
payment only slightly less in degree than issues rated F-1+

F-2 - Instruments assigned this rating have a satisfactory degree of
assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.