EUREKA FUNDS, 485APOS, 1998-11-25

EUREKA FUNDS
485APOS, 1998-11-25

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 25, 1998
File Nos. 333-32483 and 811-8305

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 4 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

AMENDMENT NO. 6 [X]

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

EUREKA FUNDS
------------
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Address of Principal Business Office)

614-470-8000
------------
(Registrant's Telephone Number, including Area Code)

Martin R. Dean
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Name and Address of Agent for Service)

Copies of communications to:

Martin E. Lybecker, Esq. Eureka Funds
Ropes & Gray 3435 Stelzer Road
1301 K Street, N.W. Columbus, Ohio 43219
Suite 800 East
Washington, D.C. 20005

Approximate Date of Proposed Public Offering: Continuous.

It is proposed that this filing will become effective (check appropriate
box):

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(i)

[ ] on (date) pursuant to paragraph (a)(i)

[ ] 75 days after filing pursuant to paragraph (a)(ii)

[ ] on (date) pursuant to paragraph (a)(ii)

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

Title of Securities Being Registered: Shares of Beneficial Interest
<PAGE> 2
CROSS REFERENCE SHEET
---------------------

PROSPECTUS FOR EUREKA FUNDS
---------------------------

TRUST SHARES
------------
<TABLE>
<CAPTION>
Part A Item No. Prospectus Caption
- --------------- ------------------
<S> <C>
1. Cover Page................................................. Cover Page

2. Synopsis................................................... Prospectus Summary; Fee Table

3. Condensed Financial Information............................ Inapplicable

4. General Description of Registrant.......................... Prospectus Summary; Investment
Objective and Policies; General
Information - Description of the Eureka
Funds and Its Shares

5. Management of the Funds.................................... Management of the Eureka Funds;
General Information

5A. Management's Discussion of
Fund Performance...................................... Inapplicable

6. Capital Stock and Other Securities........................ How to Purchase and Redeem Shares;
Dividends and Taxes; General
Information - Description of the Eureka
Funds and Its Shares; General
Information - Miscellaneous

7. Purchase of Securities Being Offered....................... Valuation of Shares; How to Purchase
and Redeem Shares

8. Redemption or Repurchase................................... How to Purchase and Redeem Shares

9. Pending Legal Proceedings.................................. Inapplicable
</TABLE>

<PAGE> 3

MONEY MARKET FUNDS
------------------

Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund

BOND FUND
---------

Eureka Investment Grade Bond Fund

BALANCED FUND
-------------

Eureka Global Asset Allocation Fund

STOCK FUND
----------

Eureka Equity Fund

TRUST SHARES

SANWA BANK CALIFORNIA
INVESTMENT ADVISER

BISYS FUND SERVICES
ADMINISTRATOR AND DISTRIBUTOR

PROSPECTUS DATED February 1, 1999

<PAGE> 4

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
----
<S> <C>
Prospectus Summary......................................................................................
Fee Table...............................................................................................
Financial Highlights....................................................................................
Investment Objective and Policies.......................................................................
Investment Restrictions.................................................................................
Valuation of Shares.....................................................................................
How to Purchase and Redeem Shares.......................................................................
Dividends and Taxes.....................................................................................
Management of Eureka Funds..............................................................................
General Information.....................................................................................
Equity Performance......................................................................................
Investment Grade Bond Performance.......................................................................
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE EUREKA
FUNDS OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
EUREKA FUNDS OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.

-i-

<PAGE> 5

EUREKA FUNDS

3435 Stelzer Road
Columbus, Ohio 43219
Investment Adviser: Sanwa Bank California

THE EUREKA FUNDS is an open-end management investment company
consisting of five separate investment funds (each a "Fund," and collectively,
the "Funds"). Each Fund offers multiple classes of units of beneficial interest
("Shares").

THE EUREKA PRIME MONEY MARKET FUND (the "Prime Money Market Fund")
seeks as high a level of current income as is consistent with maintaining
liquidity and stability of principal.

THE EUREKA U.S. TREASURY OBLIGATIONS FUND (the "U.S. Treasury
Obligations Fund"), seeks current income consistent with liquidity and stability
of principal. The Fund intends to invest exclusively in short-term obligations
issued or guaranteed by the U.S. Treasury and repurchase agreements fully
collateralized by U.S. Treasury securities.

AN INVESTMENT IN THE PRIME MONEY MARKET FUND OR THE U.S. TREASURY OBLIGATIONS
FUND (TOGETHER, THE "MONEY MARKET FUNDS") IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUNDS WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THE EUREKA INVESTMENT GRADE BOND FUND (the "Investment Grade Bond
Fund") seeks a high level of income, consistent with preservation of capital.

THE EUREKA GLOBAL ASSET ALLOCATION FUND (the "Global Asset Allocation
Fund") seeks a balance of income and long-term capital appreciation. The Fund
intends to invest in a mix of U.S. and international stocks, bonds, and cash
equivalents using a disciplined asset allocation approach.

THE EUREKA EQUITY FUND (the "Equity Fund") seeks long-term capital
growth. The Fund intends to invest in the common stocks of corporations
representing a broad cross-section of the U.S. economy. The Fund expects to have
a level of risk commensurate with that represented by a broadly diversified
portfolio of U.S. common stocks, such as the Standard & Poor's 500 Composite
STOCK Price Index (The "S&P 500 Index"). There can be no assurance that the
Fund's investment performance will meet or exceed that of the S&P 500 Index.

<PAGE> 6

This Prospectus relates to the Trust Shares of the Eureka Funds, which
are offered to Sanwa Bank California and its affiliates and other financial
service providers approved by the Distributor for the investment of funds for
which they act in a fiduciary, advisory, agency, custodial (other than for
individual retirement accounts), or similar capacity. Through a separate
prospectus, the Eureka Funds also offer Class A Shares, which are offered to the
general public. A Statement of Additional Information, dated February 1, 1999
(as may be amended from time to time), has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Statement of
Additional Information and the prospectus relating to the Class A Shares are
available without charge by contacting the Eureka Funds at the address shown
above.

This Prospectus sets forth concisely the information an investor should
know before investing and should be read carefully and retained for future
reference.

SHARES OF THE EUREKA FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
ENDORSED OR GUARANTEED BY, SANWA BANK CALIFORNIA, ANY OF ITS AFFILIATES, OR ANY
OTHER BANK. SUCH SHARES ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE EUREKA FUNDS INVOLVES INVESTMENT RISKS
INCLUDING POSSIBLE LOSS OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is February 1, 1999.

-2-

<PAGE> 7

PROSPECTUS SUMMARY

The Eureka Funds The Eureka Funds, a Massachusetts business
trust, is a diversified open-end management
investment company which currently consists
of five separately managed Funds. Each Fund
offers to the public two classes of Shares:
Class A and Trust Class. This prospectus
relates to only the Trust Class Shares.

Investment Objective THE PRIME MONEY MARKET FUND seeks as high a
level of current income as is consistent
with maintaining liquidity and stability of
principal.

THE U.S. TREASURY OBLIGATIONS FUND seeks
current income consistent with liquidity and
stability of principal.

THE INVESTMENT GRADE BOND FUND seeks a high
level of income, consistent with
preservation of capital.

THE GLOBAL ASSET ALLOCATION FUND seeks a
balance of income and long-term capital
appreciation.

THE EQUITY FUND seeks long-term capital
growth.

Investment Risks There can be no assurance that the Money
Market Funds will be able to maintain a
stable net asset value. The other Funds' net
asset value and each Fund's performance may
vary daily, reflecting fluctuations in the
market value of its portfolio holdings,
interest rate levels, and market conditions.
The Investment Grade Bond Fund is primarily
subject to the risks of a potential for
decline in the market value of bonds due to
interest rate changes or the ability of an
issuer to meet its obligations. The Global
Asset Allocation Fund and the Equity Fund
are primarily exposed to the risk that stock
prices will decline over short or even
extended periods. Foreign securities, which
the Investment Grade Bond Fund, The Global
Asset Allocation Fund, and the Equity Fund
may invest in, involve risks not associated
with domestic investing. Foreign securities
markets are not always as efficient as those
in the United States and are often less
liquid and more volatile. See "Investment
Practices and Securities" for a discussion
of the Funds' investments and the risks
associated with investing in the Funds.

-3-

<PAGE> 8

Offering Price The public offering price of the Prime Money
Market Fund and the U.S. Treasury
Obligations Fund is equal to the net asset
value per Trust Share, which each Fund will
seek to maintain at $1.00.

The public offering price of the Investment
Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund is equal to that
Fund's net asset value per Trust Share. See
"HOW TO PURCHASE AND REDEEM
SHARES--Purchases of Trust Shares."

Minimum Purchase For Trust Shares there is a $100,000 minimum
initial investment with no minimum
investment for subsequent purchases.
Employees of Sanwa Bank California,
employees of BISYS Fund Services and
Trustees of the Eureka Funds may purchase
Trust Shares with a $500 minimum initial
investment, or a $50 minimum initial
investment if investing through the Eureka
Funds' Automatic Investment Plan. See "HOW
TO PURCHASE AND REDEEM SHARES--Auto Invest
Plan."

Investment Adviser Sanwa Bank California ("SBCL"), Los Angeles,
California.

Dividends The Prime Money Market Fund, the U.S.
Treasury Obligations Fund, and the
Investment Grade Bond Fund declare dividends
daily and pay such dividends monthly. The
Global Asset Allocation Fund declares and
pays dividends annually. The Equity Fund
declares and pays dividends monthly.

Distributor BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services, Columbus, Ohio.

-4-

<PAGE> 9

FEE TABLE

The following tables are intended to assist investors in understanding
the expenses associated with investing in Trust Shares of the Funds.

<TABLE>
<CAPTION>
PRIME U.S. TREASURY INVESTMENT GLOBAL ASSET
MONEY MARKET OBLIGATIONS GRADE BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load on Purchases None None None None None
Maximum Sales Load on
Reinvested Dividends None None None None None
Maximum Deferred Sales Load None None None None None
Redemption Fees(2) None None None None None
Exchange Fee None None None None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)(3)
Management Fees (after voluntary
fee reductions) 0.20% 0.10% 0.50% 0.80% 0.65%
12b-1 Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses(4) % % % % %
==== ==== ==== ==== ====
Total Fund Operating Expenses
(after voluntary fee reductions) % % % % %
==== ==== ==== ==== ====
</TABLE>

(1) A Participating Organization (as defined in this Prospectus) may charge a
Customer's (as defined in the Prospectus) account fees for automatic
investments, exchanges, and other investment management services provided
in connection with investment in Trust Shares of a Fund. See "HOW TO
PURCHASE AND REDEEM SHARES--"Purchases of Trust Shares" and "HOW TO
PURCHASE AND REDEEM SHARES--Exchange Privilege."

(2) A wire redemption charge may be deducted from the amount of a wire
redemption payment made at the request of a shareholder. See "HOW TO
PURCHASE AND REDEEM SHARES--Redemption by Telephone."

(3) [SBCL has agreed to voluntarily reduce the amount of its investment
advisory fee.] Absent the voluntary reduction of investment advisory fees,
Management Fees and Total Operating Expenses as a percentage of average
daily net assets for Trust Shares would be 0.30%, 0.39% and 0.69%,
respectively, for the Prime Money Market Fund; 0.20%, 0.40% and 0.60%,
respectively, for the U.S. Treasury Obligations Fund; 0.60%, 0.40% and
1.00%, respectively, for the Investment Grade Bond Fund; 0.90%, 0.64 and
1.54%, respectively, for the Global Asset Allocation Fund; and 0.75%, 0.37%
and 1.12%, respectively, for the Equity Fund. Lower total fund operating
expenses will result in higher yields.

(4) "Other Expenses" are based on estimated amounts for the current fiscal
year.

EXAMPLE:

You would pay the following expenses on a $1,000 investment in Trust Shares,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Prime Money Market Fund $ $ $ $
U.S. Treasury Obligations Fund $ $ $ $
Investment Grade Bond Fund $ $ $ $
Global Asset Allocation Fund $ $ $ $
Equity Fund $ $ $ $
</TABLE>

Trust Shares are not subject to a 12b-1 fee and are not sold pursuant
to a sales charge.

These tables are intended to assist investors in understanding the
various costs and expenses associated with investing in the Funds. See
"MANAGEMENT OF EUREKA FUNDS" for a more complete discussion of annual operating
expenses of each Fund. THE EXAMPLE IS NOT CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. THE FUNDS' ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

-5-

<PAGE> 10

FINANCIAL HIGHLIGHTS

The tables below set forth Certain financial information concerning the
investment results for the Trust Shares of each Fund for the period from its
commencement of operations through September 30, 1998. The information from the
commencement of operations to September 30, 1998 is part of the financial
statements audited by Ernst & Young LLP, independent accountants for the Eureka
Funds, whose report on the Eureka Funds' financial statements for the period
ended September 30, 1998 appears in the Statement of Additional Information.
Further financial data is incorporated by reference into the Statement of
Additional Information.

<TABLE>
<CAPTION>
PRIME MONEY U.S. TREASURY INVESTMENT GRADE
MARKET FUND OBLIGATIONS FUND BOND FUND
NOVEMBER 1, 1997 NOVEMBER 3, 1997 NOVEMBER 1, 1997
TO SEPT. 30, 1998 TO SEPT. 30, 1998 TO SEPT. 30, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
NET ASSET VALUE, Beginning of period $ $ $

INVESTMENT ACTIVITIES
Net investment income

Net realized and unrealized gains (loss)

Total income from investment operations

DISTRIBUTIONS
From net investment income

Net change in net asset value

NET ASSET VALUE, End of period $ $ $

TOTAL RETURN %(A) %(A) %(A)

RATIOS/SUPPLEMENTARY DATA:
Net assets, end of period (000's) $ $ $
Ratio of expenses to average net assets %(B) %(B) %(B)
Ratio of net investment income to average net assets %(B) %(B)
Ratio of expenses to average net assets* %(B) %(B) %(B)
Ratio of net investment income to average net assets* %(B) %(B)
Portfolio turnover rate N/A N/A %

<CAPTION>
GLOBAL ASSET
ALLOCATION FUND EQUITY FUND
NOVEMBER 1, 1997 NOVEMBER 1, 1997
TO SEPT. 30, 1998 TO SEPT. 30, 1998
----------------- -----------------
<S> <C> <C>
NET ASSET VALUE, Beginning of period $ $

INVESTMENT ACTIVITIES
Net investment income

Net realized and unrealized gains (loss)

Total income from investment operations

DISTRIBUTIONS
From net investment income

Net change in net asset value

NET ASSET VALUE, End of period $ $

TOTAL RETURN %(A) %(A)

RATIOS/SUPPLEMENTARY DATA:
Net assets, end of period (000's) $ $
Ratio of expenses to average net assets %(B) %(B)
Ratio of net investment income to average net assets %(B) %(B)
Ratio of expenses to average net assets* %(B) %(B)
Ratio of net investment income to average net assets* %(B) %(B)
Portfolio turnover rate % %
</TABLE>

---------------------
* During the period, certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.
(a) Not Annualized.
(b) Annualized.

-6-

<PAGE> 11

INVESTMENT OBJECTIVE AND POLICIES

MONEY MARKET FUNDS

Each Money Market Fund will endeavor to achieve its objective by
investing in a portfolio of high-quality money market instruments which complies
with the diversification and other requirements of Rule 2a-7 under the
Investment Company Act of 1940 (the "1940 Act"). All instruments in which the
Money Market Funds invest will be deemed to have maturities of 397 days or less.
The average dollar weighted maturity of each Money Market Fund's portfolio will
not exceed 90 days. See "VALUATION OF SHARES" and the Statement of Additional
Information for a further explanation of the amortized cost valuation method.

All securities acquired by the Money Market Funds will be determined at
the time of purchase, under guidelines established by the Eureka Funds' Board of
Trustees, to present minimal credit risks. Under the guidelines adopted by the
Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, SBCL may
be required to dispose of an obligation held in a Fund's portfolio if there is
an indication that the instrument's credit quality has diminished, such as where
a nationally recognized statistical ratings organization ("NRSRO") downgrades an
obligation to below the second highest rating category or in the event of a
default relating to the financial condition of the issuer.

PRIME MONEY MARKET FUND

The investment objective of the Prime Money Market Fund is to seek as
high a level of current income as is consistent with maintaining liquidity and
stability of principal. The Fund will invest in certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements, reverse
repurchase agreements, other money market securities, short-term corporate,
state, and municipal obligations that are rated in the top two tiers by an NRSRO
or, if unrated, are of comparable quality. The Fund also invests in securities
whose interest and principal payments are backed by the full faith and credit of
the U.S. government or by an agency of the U.S. government (certain agency
securities are not backed by the full faith and credit of the U.S. government).

U.S. TREASURY OBLIGATIONS FUND

The investment objective of the U.S. Treasury Obligations Fund is to
seek current income consistent with liquidity and stability of principal. Under
normal market conditions, the Fund will invest exclusively in short-term
obligations issued or guaranteed by the U.S. Treasury and repurchase agreements
fully collateralized by U.S. Treasury securities.

-7-

<PAGE> 12

INVESTMENT GRADE BOND FUND

The Investment Grade Bond Fund seeks a high level of income, consistent
with preservation of capital. To achieve this objective, the Fund intends to
invest in a broad range of fixed income securities, including U.S. Treasury
securities (bonds, notes, and bills), U.S. agency securities, mortgage related
securities, corporate securities, preferred stocks, depository institution
obligations, and repurchase agreements. Under normal market conditions, the Fund
will invest at least 80% of its net assets in bonds (i.e., debt securities)
which are investment grade securities, as determined by NRSRO ratings, or if
unrated, as determined by SBCL to be of comparable quality.

The Fund will invest in a varying combination of cash, U.S. Treasury
securities, U.S. agency securities, mortgage related securities, and corporate
securities which are all issued in U.S. dollars. In pursuing its investment
objective, the Fund expects that its portfolio will be characterized by
investment risk that is similar to that of a theoretical broadly diversified
domestic investment grade bond portfolio, such as a portfolio structured to
match the Salomon Broad Investment Grade Index or the Lehman Aggregate Index.

SBCL uses its proprietary, quantitative fixed income security selection
strategy to determine the optimal combination of investments in the portfolio.
SBCL will use a variety of quantitative investment models and risk management
systems to identify the optimal interest rate, credit, and convexity exposure at
any point in time. SBCL seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, technical and risk measures are all employed to
determine the expected relative return premium for each sector and/or security.
Once the attractiveness of the various investment sector and individual security
alternatives is determined, the portfolio is constructed so as to overweight
those sectors and/or securities with the most-favorable prospects, according to
the current quantitative analysis.

In order to execute its strategy in an efficient manner, SBCL may
utilize bond index futures contracts in representing various yield curve
sectors. The Fund will use futures contracts to provide an efficient means of
achieving exposure to the fixed income markets. Futures contracts may be used to
provide liquidity, gain broad market exposure, and hedge unwanted interest rate
exposure. SBCL will not use futures to leverage the Fund's holdings.

The Fund may invest up to 20% of its net assets in non-investment grade
debt securities, preferred stocks and convertible securities. In the event that
a security held by the Fund is downgraded, the Fund may continue to hold such
security until such time as SBCL deems it to be advantageous to dispose of the
security.

The Fund may hold securities of foreign issuers, provided such
securities are denominated in U.S. dollars and may invest in emerging market
securities. The Fund may

-8-

<PAGE> 13

also invest in bond (interest rate) futures and options to a limited extent. See
"Investment Objective and Policies--Specific Investment Policies."

GLOBAL ASSET ALLOCATION FUND

The investment objective of the Global Asset Allocation Fund is to seek
a balance of income and long-term capital appreciation. Through the use of a
disciplined asset allocation approach, the Fund intends to invest in, and assume
a level of risk commensurate with, a globally diversified portfolio of stocks,
bonds, and cash equivalents. By systematically diversifying across countries,
currencies, and asset classes (stocks and bonds), the Fund pursues its capital
appreciation goals while seeking to control portfolio risk. Under normal market
conditions, the Fund will invest at least 25% of its net assets in fixed income
securities.

The Fund will invest in a varying combination of stocks, bonds, and
cash equivalents selected primarily from major markets such as: the United
States, Japan, the U.K., Germany, France, Switzerland, Spain, Canada, and
Australia. The Fund may also invest in other markets, including emerging
markets.

Under normal circumstances, at least 65% of the Fund's net assets will
be invested in securities representing at least three different countries,
including the United States.

SBCL uses its proprietary, quantitative global tactical asset
allocation, global currency allocation, and global sector rotation strategies to
determine the optimal combination of investments in the portfolio. SBCL will use
a variety of quantitative investment models to identify the country, sector, and
asset classes deemed most attractive. SBCL seeks those sectors, asset classes,
countries, and currencies with a high expected relative return premium, adjusted
for risk. Fundamental valuation, macroeconomic, technical, and risk measures are
all employed to determine the expected relative return premium for each country,
currency, asset class, and sector. Once the relative attractiveness of the
various investment class alternatives is determined, the portfolio is
constructed so as to overweight those countries, currencies, sectors, and asset
classes with the most favorable prospects, according to the current quantitative
analysis.

In evaluating equity exposure, SBCL attempts to assess the relative
value of each country's market in the aggregate. SBCL may overweight the Fund's
investments in a few selected countries and/or asset classes. The Fund's equity
exposure typically will not deviate by more than 20% from the market
capitalization weights of the respective individual equity markets. Relative
market capitalization of each equity market is determined by that market's
representation in the Salomon Smith Barney Primary World Index or the Morgan
Stanley Capital International World Index. For example, if the Japanese equity
market represents 30% of the Salomon Smith Barney Primary World Index, then
Japanese equities will typically represent not less than 10% nor more than 50%
of the Fund's equity exposure.

-9-

<PAGE> 14

Investments will also include direct investments in short-term or
long-term government bonds, and U.S. and foreign cash equivalents. Bonds in the
Fund's portfolio are expected to range in maturity from one to thirty years.

In order to execute its strategy in an efficient manner, SBCL may
utilize equity index, bond index, and currency futures contracts in the various
countries. The Fund will use futures contracts to provide an efficient means of
achieving broad market exposure to the stock, fixed income and currency markets
of a particular country, to provide liquidity, and to facilitate asset
allocation shifts. Currency futures provide an efficient vehicle for hedging
foreign exchange exposure. By investing in a stock index futures contract the
Fund is exposed to an index of stocks without buying each underlying security in
that index. See "Options and Futures" in the Statement of Additional Information
for a more detailed discussion of the risks associated with investment in
futures contracts.

EQUITY FUND

The Equity Fund's investment objective is to seek long-term capital
growth. The Fund intends to invest in the common stocks of corporations from a
broad cross section of the U.S. economy. The Fund expects to assume a level of
risk commensurate with that represented by a broadly diversified portfolio of
U.S. common stocks, such as that measured by the S&P 500 Index. Under normal
market conditions, the Fund will invest at least 65% of its net assets in common
stocks.

Equity investments are chosen based upon SBCL's proprietary,
quantitatively-disciplined stock selection models. A combination of valuation,
growth, technical, and risk measures are used to rank a universe of
approximately 1,000 U.S. equity issues. The issues assigned the most attractive
overall composite ratings are those which are deemed to have greater potential
for price appreciation over a short-to-intermediate term horizon. The portfolio
is then constructed so that the aggregate investment characteristics of the Fund
are similar to those of the S&P 500 Index. These characteristics include such
measures as economic sector diversification, P/E ratio, dividend yield, and
market "beta" (or sensitivity). However, while maintaining aggregate investment
characteristics similar to those of the S&P 500 Index, the Fund seeks to invest
in individual common stocks -- including stocks which may not be part of that
Index -- which SBCL believes hold a greater potential for price appreciation.
There can be no assurance that the Fund's investment performance will meet or
exceed that of the S&P 500 Index.

Although the Fund normally intends to be fully invested in common
stocks, it may invest temporarily in certain short-term fixed income securities.
Such securities may be used to invest uncommitted cash balances or to maintain
liquidity in order to meet shareholder redemptions.

-10-

<PAGE> 15

The Fund may also utilize equity index futures for the dual purpose of
providing an adequate level of liquidity to the Fund and ensuring that cash
balances achieve equity-like returns. This "equitization" of short-term cash
balances will assist the Fund to meet its investment objective. By investing in
a stock index futures contract the Fund is exposed to an index of stocks without
buying each underlying security in that index. Under no circumstances will the
market exposure of futures contracts exceed 30% of the Fund's net assets. SBCL
will not use futures to leverage the Fund's holdings. See "Options and Futures"
in the Statement of Additional Information for a more detailed discussion of the
risks associated with investments in futures contracts.

ALL FUNDS

The investment objective of each Fund is fundamental and may not be
changed without the vote of a majority of the outstanding Shares of the Fund (as
defined below under "GENERAL INFORMATION--Miscellaneous"). There can be no
assurance that a Fund will achieve its investment objective.

SPECIFIC INVESTMENT POLICIES

The Funds invest in a variety of securities and employ a number of
investment practices. Each security and investment practice involves certain
risks. This table shows the securities and investment practices utilized by the
Funds and the risks inherent in their use. For a more complete discussion of
each instrument, its policy limitations, and its attendant risks, consult the
Funds' Statement of Additional Information.

X No fundamental policy limitation on usage

- Not permitted

+ For temporary defensive purposes may constitute 100 percent of
total assets

ASSET BACKED SECURITIES. Securities secured by X __ X 35 35
company receivables, home equity loans, truck and auto
loans, leases, credit card receivables and other securities
backed by receivables or assets. Credit, interest rate,
opportunity and pre-payment risks.

BANKERS' ACCEPTANCES. Bills of exchange or time 25 __ 35+ 35+ 35+
drafts drawn on and accepted by a commercial bank.
Credit risk.
</TABLE>

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<PAGE> 16

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BORROWINGS.(1)The borrowing of money from banks or 33-1/3 33-1/3 33-1/3 33-1/3 33-1/3
through reverse repurchase agreements. Leverage and
credit risks.

CERTIFICATES OF DEPOSIT. Negotiable instruments with a X __ 35+ 35+ 35+
stated maturity. Credit and liquidity risks.

COMMERCIAL PAPER AND OTHER SHORT-TERM X __ 35+ 35+ 35+
OBLIGATIONS. Short-term promissory notes or other
obligations issued by corporations and other entities.
Credit risk.

COMMON STOCK. Shares of ownership of a company. __ __ __ X X
Market risk.

CONVERTIBLE SECURITIES. Bonds or preferred stock that __ __ X X X
convert to common stock. Credit, interest rate and
market risks.

CORPORATE OR COMMERCIAL BONDS. Debt securities X __ X X 35
issued by corporations. Credit and interest rate risks.

DOLLAR ROLLS. A transaction in which a fund sells __ __ X X X
securities for delivery in a current month and
simultaneously contracts with the same party to
repurchase similar but not identical securities on a
specified future date. Interest rate, management and
market risks.

EMERGING MARKET SECURITIES. Securities of countries __ __ 15 15 15
with emerging economies or securities markets.
Currency, information, liquidity, market and political
risks.
</TABLE>

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<PAGE> 17

o Stocks and bonds of foreign issuers __ __ 35 X 35

o American depository receipts, European __ __ 35 X 35
depository receipts, global depository receipts
and other similar global instruments

Currency, information, liquidity, market, natural
event and political risks.

FORWARD COMMITMENTS. The purchase or sale of a X X X X X
security with payment and delivery scheduled for a
future time. Leverage, market and opportunity risks.

FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS. __ __ __ 50 __
Contractual agreement to purchase or sell one specified
currency for another currency at a specified future date
and price. Credit, correlation, currency, information,
leverage, liquidity, management, market, opportunity
and political risks.

ILLIQUID SECURITIES.(3) Securities which may be difficult 10 __ 15 15 15
to sell at an acceptable price. Liquidity, market and
valuation risks.

INVESTMENT COMPANY SECURITIES. Shares of other
mutual funds. SBCL and BISYS Fund Services will
reduce certain fees when investing in funds for which it
serves as investment adviser or administrator.
(Investments in any one fund will not exceed 5% of
total assets. Investments in all funds will not exceed
10% of total assets.) Management and market risks.

o Money market mutual funds 10 10 10 10 10

o Non-money market mutual funds __ __ __ 10 __

MORTGAGE BACKED SECURITIES. Debt obligations 2 2 X 35 35
secured by real estate loans and pools of loans,
including such securities as collateralized mortgage
obligations, which are structured pools of mortgage pass
through certificates or mortgage loans, real estate
investment conduits, and stripped mortgage backed
securities. Mortgage backed securities may have
greater price and yield volatility than traditional fixed-
income securities and their prepayment sensitivity may
range from relatively low to relatively high. Credit,
interest rate, opportunity and pre-payment risks.
</TABLE>

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<PAGE> 18

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
MUNICIPAL OBLIGATIONS. Securities issued by a state or X __ X __ __
political subdivision to obtain funds for various public
purposes. Municipal obligations include participation
certificates in leases, installment purchase contracts and
conditional sales contracts. Credit, liquidity, political
and tax risks.

OPTIONS AND FUTURES.(1) Contracts involving the right or __ __ X X X
obligation to deliver or receive assets or money
depending upon the performance of one or more assets
or an economic index. Currency, correlation, credit,
interest rate, leverage, liquidity, opportunity and market
risks.

PREFERRED STOCK. A class of stock that generally pays a __ __ 30 X X
dividend at a specified rate and has preference over
common stock in the payment of dividends and
liquidation. Market risk.

REPURCHASE AGREEMENTS.(1) The purchase of a security X X X X X
and the simultaneous commitment to sell it back at an
agreed upon price. Credit, market and leverage risks.

REVERSE REPURCHASE AGREEMENTS.(1, 4) The sale of a X X X X X
security and the simultaneous commitment to buy it
back at an agreed upon price. Credit, leverage and
market risks.

RESTRICTED SECURITIES.(5) Securities not registered under X __ X X X
the Securities Act of 1933. Market and valuation risks.
RIGHTS AND WARRANTS. A contract issued by a __ __ X X X
corporation enabling the owner to subscribe to and
purchase a specified number of shares of the corporation
at a specified price during a specified period of time.
Market and valuation risks.

SECURITIES LENDING.(1) The lending of securities to 33-1/3 33-1/3 33-1/3 33-1/3 33-1/3
financial institutions, which provide cash or government
securities as collateral. Credit risk.

SHORT-TERM TRADING. The sale of a security soon after __ __ X X X
its purchase. A portfolio engaging in such trading will
have higher turnover and transaction expenses. Such
trading may also increase a shareholder's tax
liability. Market risk.
</TABLE>

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<PAGE> 19

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SWAPS, CAPS AND FLOORS.(5) Swaps involve the exchange __ __ X X X
of obligations by two parties. Caps and floors entitle a
purchaser to a principal amount from the seller of the
cap or floor to the extent that a specified index exceeds
or falls below a predetermined interest rate or amount.
Correlation, credit, interest rate, liquidity, management,
market and opportunity risks.

TIME DEPOSITS. Non-negotiable receipts issued by a X __ 35+ 35+ 35+
bank in exchange for the deposit of funds. Liquidity
risk.

U.S. GOVERNMENT SECURITIES. Short-term debt X X X X 35+
instruments issued or guaranteed by the U.S. Treasury
or by an agency or instrumentalities of the U.S.
government. Credit and interest rate risk.

VARIABLE AND FLOATING RATE INSTRUMENTS. Obligations X X X X __
with a yield that is reset on a periodic basis and loosely
correlated to changes in money market interest rates,
including variable and floating rate notes and bonds.
Credit, interest rate and liquidity risks.

WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. The X X X X X
purchase or sale of securities for delivery at a future
date. Leverage, market and opportunity risks.
</TABLE>

(1) Each Fund has a fundamental investment policy regarding these
practices or securities, as set forth in the Statement of Additional
Information, which may in some cases be less restrictive than the
operating policy set forth in the chart.

(2) The Money Market Funds may invest in these securities only if
consistent with their objectives and Rule 2a-7.

(3) Each Fund's liquidity limit is calculated as a percentage of its net
assets.

(4) Reverse repurchase agreements would also be subject to a Fund's policy
on borrowings.

(5) Relative to other securities, these securities are more likely to be
deemed illiquid and, therefore, may be subject to the restrictions on
illiquid securities.

TYPES OF INVESTMENT RISK

CORRELATION RISK. The risk that changes in the value of a hedging instrument
will not match those of the asset being hedged (hedging is the use of one
investment to offset the effects of another investment). Incomplete correlation
can result in unanticipated risks and volatility.

CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.

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<PAGE> 20

CURRENCY RISK. The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses.

INFORMATION RISK. The risk that key information about a security or market is
inaccurate or unavailable.

INTEREST RATE RISK. The risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.

LEVERAGE RISK. Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.

o HEDGED. When a derivative (a security whose value is based on
another security or index) is used as a hedge against an opposite
position that the fund also holds, any loss generated by the
derivative should be substantially offset by gains on the hedged
investment, and vice versa. While hedging can reduce or eliminate
losses, it can also reduce or eliminate gains. There can be no
assurance that a Fund's hedging transactions will be effective.

o SPECULATIVE. To the extent that a derivative is not used as a
hedge, the fund is directly exposed to the risks of that
derivative. Gains or losses from speculative positions in a
derivative may be substantially greater than the derivative's
original cost.

LIQUIDITY RISK. The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance.

MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
to produce the intended result. This risk is common to all mutual funds.

MARKET RISK. The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Common to all stocks and bonds and the
mutual funds that invest in them.

NATURAL EVENT RISK. The risk of losses attributable to natural disasters, crop
failures and similar events.

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<PAGE> 21

OPPORTUNITY RISK. The risk of foregoing an investment opportunity because the
assets necessary to take advantage of it are tied up in less advantageous
investments.

POLITICAL RISK. The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.
There are also risks particular to investing in foreign securities, including
higher transaction costs, delayed settlements, currency controls and adverse
economic developments.

PRE-PAYMENT RISK. Early repayment of principal and interest will effect the rate
of return on mortgage-backed securities and may result in greater price and
yield volatility and possible investment losses. When mortgage obligations are
pre-paid, a Fund may have to reinvest in securities with a lower yield. During
periods of declining interest rates, prepayment rates can be expected to
accelerate. Under certain interest rate and prepayment rate scenarios, a Fund
may fail to recoup any premium paid on mortgage-related securities
notwithstanding a direct or indirect governmental or agency guarantee.

TAX RISK. The risk that the issuer of tax-exempt securities will fail to comply
with certain requirements of the Internal Revenue Code, which could cause
interest income to be retroactively included in gross income.

VALUATION RISK. The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.

PORTFOLIO TURNOVER

High portfolio turnover rates will generally result in higher
transaction costs to a Fund and may result in higher levels of taxable realized
gains to a Fund's shareholders. To the extent such gains are short-term capital
gains, they generally will be subject to tax at ordinary income tax rates.

INVESTMENT RESTRICTIONS

The Funds are subject to a number of investment restrictions that may
be changed only by a vote of a majority of the outstanding shares of the
particular Fund ("fundamental policies"). These fundamental policies (including
those noted by Footnote 1 in the chart above) are set forth in their entirety in
the Funds' Statement of Additional Information.

VALUATION OF SHARES

The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
New York Stock Exchange

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<PAGE> 22

(generally 4:00 p.m. Eastern time) on each Business Day ("Valuation Times"). The
net asset value of each Money Market Fund is determined and its shares are
priced as of 1:00 p.m. (Eastern time) and as of the close of regular trading of
the New York Stock Exchange (generally 4:00 p.m. Eastern time) on each Business
Day ("Valuation Times"). For each Money Market Fund, a "Business Day"
constitutes (i) any day on which the Federal Reserve Bank is open and the New
York Stock Exchange (the "NYSE") is open for trading and (ii) any other day
(other than a day during which no Shares are tendered for redemption and no
orders to purchase Shares are received) during which there is sufficient trading
in a Fund's portfolio instruments that the Fund's net asset value per share
might be materially affected. For each Fund, other than the Money Market Funds,
a Business Day is (i) any day on which the NYSE is open for trading and (ii) any
other day (other than a day during which no Shares are tendered for redemption
and no orders to purchase Shares are received) during which there is sufficient
trading in a Fund's portfolio instruments that the Fund's net asset value per
share might be materially affected. Net asset value per Share for purposes of
pricing sales and redemptions is calculated by determining the value of the
class's proportional interest in the securities and other assets of a Fund, less
(i) such class's proportional share of general liabilities and (ii) the
liabilities allocable only to such class, and dividing such amount by the number
of relevant class Shares outstanding.

The securities in each Fund, other than the Money Market Funds, will be
valued at market value. If market quotations are not available, the securities
will be valued by a method which the Board of Trustees believes accurately
reflects fair value.

The Money Market Funds use the amortized cost method of valuing their
securities. This method values a security at its cost on the date of purchase
and thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact fluctuating interest rates have on the market
value of the security. If the Board of Trustees determines that the deviation
from a $1.00 price per share may result in material dilution or other unfair
results to Shareholders, it will take appropriate steps to eliminate or reduce
these consequences to the extent reasonably practicable. Such steps may include
selling portfolio securities prior to maturity in order to realize capital gains
or losses or to shorten the average portfolio maturity of a Fund, adjusting or
withholding dividends, or utilizing a net asset value per share determined by
using available market quotations. There can be no assurance that a Money Market
Fund will maintain a stable net asset value of $1.00 per Share.

Most international securities held by the Global Asset Allocation Fund
are priced based on their market value as determined by reported sales prices or
the mean between their bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. Securities for which market quotations are
not readily available are valued at fair market value as determined in good
faith by or under the direction of the Board of Trustees. The amortized cost
method of valuation will also be used with respect to debt obligations with
sixty days or less remaining to maturity unless SBCL under the supervision of
the Board of Trustees determines such method does not represent fair value.

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<PAGE> 23

For further information about the valuation of investments, see the
Statement of Additional Information.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

Shares are sold on a continuous basis by the Eureka Funds' Distributor,
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219. If you are an
employee of SBCL and you wish to purchase shares, contact the Eureka Funds at
(888) 306-3005. Customers of SBCL or one of its affiliates should contact SBCL
directly for instructions on how to purchase shares.

PURCHASES OF TRUST SHARES

Trust Shares may be purchased through procedures established by the
Distributor in connection with the requirements of fiduciary, advisory, agency,
custodial and other similar accounts maintained by or on behalf of Customers of
SBCL or one of its affiliates (individually a "Bank" and collectively the
"Banks") or other financial service providers approved by the Distributor.

Shares of the Eureka Funds sold to the Banks acting in a fiduciary,
advisory, custodial (other than for individual retirement accounts), or other
similar capacity on behalf of Customers will normally be held of record by the
Banks. With respect to Shares so sold, it is the responsibility of the Banks to
transmit purchase or redemption orders to the Distributor and to deliver Federal
funds for purchase on a timely basis. Beneficial ownership of the Shares will be
recorded by the Banks and reflected in the account statements provided by the
Banks to Customers.

Trust Shares are sold at the net asset value next determined after
receipt by the Distributor of a purchase order in good form. See "VALUATION OF
SHARES." There is no sales charge imposed by the Eureka Funds in connection with
the purchase of Trust Shares.

Employees of SBCL, employees of BISYS Fund Services and Trustees of the
Eureka Funds may directly purchase Trust Shares of a Fund by completing and
signing an Account Registration Form and mailing it, together with a check (or
other negotiable bank draft or money order) for at least the minimum initial
purchase amount payable to the Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792. Employees of SBCL, employees of BISYS Fund Services and Trustees of
the Eureka Funds may obtain an Account Registration Form and

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<PAGE> 24

additional information regarding the Eureka Funds by calling (888) 890-8121.
Subsequent purchases of Trust Shares of a Fund may be made at any time by
mailing a check (or other negotiable bank draft or money order) to the above
address.

The minimum initial investment is $100,000, except for purchases by
employees of SBCL, employees of BISYS Fund Services and Trustees of the Eureka
Funds, in which case the minimum initial investment is $500, or $50 if part of
the Eureka Funds' automatic investment plan, as described below. There is no
minimum subsequent investment requirement. There is no limit on the amount of
Trust Shares that may be purchased.

EUREKA FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

The Eureka Funds make available IRAs, including IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts." An
IRA enables individuals, even if they participate in an employer-sponsored
retirement plan, to establish their own retirement program by purchasing Trust
Shares for an IRA. Eureka Funds IRA contributions may be tax deductible and
earnings are tax deferred. Under the Tax Reform Act of 1986, the tax
deductibility of IRA contributions is restricted or eliminated for individuals
who participate in certain employer pension plans and whose annual income
exceeds certain limits. Existing IRAs and future contributions up to the IRA
maximums, whether deductible or not, still earn income on a tax-deferred basis.

The Eureka Funds also make available the Roth IRA. Unlike a traditional
IRA, contributions to a Roth IRA are not tax deductible. However, distributions
are generally excluded from income provided they occur at least five years after
the creation of the Roth IRA and the distribution is (1) made on or after the
date on which the individual attains age 59 1/2; (2) made to a beneficiary (or
the individual's estate) on or after the individual's death; (3) attributable to
the individual being disabled; or (4) a "qualified first-time homebuyer
distribution," subject to a $10,000 limit.

The Eureka Funds IRAs are available to employees of SBCL, employees of
BISYS Fund Services and Trustees of the Eureka Funds; the minimum initial
investment in an IRA is $500. There is no minimum subsequent investment
requirement.

All Eureka Funds IRA distribution requests must be made in writing to
BISYS Fund Services, Inc. (the "Transfer Agent"). Any additional deposits to a
Eureka Funds IRA must distinguish the type and year of the contribution.

For more information on Eureka Funds IRA call the Eureka Funds at (888)
890-8121. Shareholders are advised to consult a tax adviser on Eureka Funds IRA
contribution and withdrawal requirements and restrictions. Shareholders should
read the Disclosure Statement and Custodial Agreement for further details on
eligibility, service fees, and tax implications.

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<PAGE> 25

ADDITIONAL INFORMATION ABOUT PURCHASING SHARES

Purchases of Trust Shares of the Eureka Funds will be effected only on
a Business Day (as defined in "VALUATION OF SHARES"). An order for a Money
Market Fund received prior to a Valuation Time on any Business Day will be
executed at the net asset value determined as of the next Valuation Time on the
date of receipt. An order for a Money Market Fund received after the last
Valuation Time on any Business Day will be executed at the net asset value
determined as of the next Valuation Time on the next Business Day. An order for
any Fund other than a Money Market Fund received prior to the Valuation Time on
any Business Day will be executed at the net asset value determined as of the
Valuation Time on the date of receipt. An order for any Fund other than a Money
Market Fund received after the Valuation Time on any Business Day will be
executed at the net asset value determined as of the Valuation Time on the
Business Day.

An order to purchase Trust Shares of a Money Market Fund will be deemed
to have been received by the Distributor when federal funds are available to the
Eureka Funds' custodian for investment. Federal funds are monies credited to a
bank's account within a Federal Reserve Bank. Payment for an order to purchase
Shares of a Money Market Fund which is transmitted by federal funds wire will be
available the same day for investment by the Eureka Funds' custodian, if
received prior to the last Valuation Time (see "VALUATION OF SHARES"). It is
strongly recommended that investors of substantial amounts use federal funds to
purchase Shares of a Money Market Fund.

Depending upon the terms of a particular Customer account, a
Participating Organization or Bank may charge a Customer's account fees for
services provided in connection with investment in the Eureka Funds. Information
concerning this Prospectus should be read in conjunction with any such
information received from the Participating Organizations or Banks.

The Eureka Funds reserve the right to reject any order for the purchase
of its Trust Shares in whole or in part, including purchases made with foreign
drafts or checks. The Group will not accept third party checks for investment.

Please contact SBCL or your Participating Organization regarding proper
instructions and information to purchase or redeem Shares by check or wire.
Shareholders may also execute telephone transactions as explained below.

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<PAGE> 26

AUTO INVEST PLAN

Eureka Funds' Auto Invest Plan enables a Shareholder who is an employee
of SBCL, an employee of BISYS Fund Services or a Trustee of the Eureka Funds, to
make regular purchases of Trust Shares through an automatic deduction from his
or her bank account. With Shareholder authorization, BISYS Fund Services, Inc.
(the "Transfer Agent") will deduct the amount specified (subject to the
applicable minimums) from the Shareholder's bank account and will automatically
invest that amount in Trust Shares at the public offering price on the date of
such deduction. The required minimum initial investment when opening an account
using the Auto Invest Plan is $50 per Fund; the minimum amount for subsequent
investments in a Fund is $50. To participate in the Auto Invest Plan,
Shareholders should complete the appropriate section of the Account Registration
Form or submit a subsequent written request to the Transfer Agent. To change the
frequency or amount of the Auto Invest Plan or to discontinue the feature, a
Shareholder may call the Eureka Funds at (888) 890-8121. Changes to the Bank
information must be made in writing, with a signature guarantee (as described
below), to the Eureka Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The
Auto Invest Plan may be amended or terminated without notice at any time by the
Distributor.

EXCHANGE PRIVILEGE

Trust Shares of each Fund may be exchanged for Trust Shares of the
other Funds, provided that the Shareholder making the exchange is eligible on
the date of the exchange to purchase Trust Shares (with certain exceptions and
subject to the terms and conditions described in this prospectus). Trust Shares
of each Fund may be exchanged for Class A Shares in instances where the
Shareholder ceases to be eligible to purchase Trust Shares.

The Eureka Funds do not impose a fee for processing exchanges of its
Trust Shares. Shareholders may exchange their Trust Shares for Trust Shares of
another Fund on the basis of the relative net asset value of the Shares
exchanged.

An exchange from one Fund to another Fund is considered a sale of
Shares and will result in a capital gain or loss for federal income tax
purposes, which, in general, is calculated by netting the Shareholder's tax cost
(or "basis") in the Shares surrendered and the value of the Shares received in
the exchange.

A Shareholder wishing to exchange Trust Shares purchased through a
Participating Organization or Bank may do so by contacting the Participating
Organization or Bank. If an exchange request in good order is received by the
Distributor or the Transfer Agent by 4:00 p.m. (Eastern time) on any Business
Day, the exchange usually will occur on that day. Any Shareholder who wishes to
make an exchange should obtain and review a prospectus describing the Fund and
class of Shares which he or she wishes to acquire before making the exchange.
The exchange privilege may be exercised only in those states where the class of

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<PAGE> 27

Shares of such other Fund may legally be sold. The Eureka Funds reserve the
right to change the terms and conditions of the exchange privilege discussed
herein upon sixty days written notice.

The Funds are not intended to serve as vehicles for frequent trading in
response to short-term fluctuations in the market. Due to the disruptive effect
that excessive trading can have on efficient portfolio management, the Funds
have established a policy of limiting exchange activity to four substantive
exchange redemptions from a Fund during any calendar year. There is a $500
minimum for all exchanges.

AUTO EXCHANGE

Eureka Funds Auto Exchange enables a Shareholder, who is an employee of
SBCL, an employee of BISYS Funds Services or a Trustee of the Eureka Funds, to
make regular, automatic withdrawals from Trust Shares of a Money Market Fund and
use those proceeds to benefit from dollar-cost-averaging by automatically making
purchases of shares of another Eureka Fund. With shareholder authorization, the
Transfer Agent will withdraw the amount specified (subject to the applicable
minimums) from the Shareholder's Money Market Fund account and will
automatically invest that amount in Trust Shares of the Fund designated by the
Shareholder. In order to participate in the Auto Exchange, Shareholders must
have a minimum beginning balance of $10,000 in their Money Market Fund account.

To participate in the Auto Exchange, Shareholders should complete the
appropriate section of the Account Registration Form, which can be acquired by
calling the Distributor. To change the Auto Exchange instructions or to
discontinue the feature, a Shareholder must send a written request to the Eureka
Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto Exchange may be
amended or terminated without notice at any time by the Distributor.

REDEMPTION OF SHARES

Shareholders may redeem their Trust Shares without charge on any day
that net asset value is calculated (see "VALUATION OF SHARES") and Shares may
ordinarily be redeemed by mail or by telephone. However, all or part of a
Customer's Shares may be required to be redeemed in accordance with instructions
and limitations pertaining to his or her account held by a Participating
Organization or Bank. For example, if a Customer has agreed to maintain a
minimum balance in his or her account, and the balance in that account falls
below that minimum, the Customer may be obliged to redeem, or the Participating
Organization or Bank may redeem for and on behalf of the Customer, all or part
of the Customer's Shares to the extent necessary to maintain the required
minimum balance. If a distribution is to be made to a Customer who is not
eligible to receive Trust Shares, for whatever reason, then Class A Shares will
be distributed to that Customer.

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<PAGE> 28

Each Fund reserves the right to redeem a shareholder's Trust Shares if
the Shareholder does not maintain a balance of $25,000 in the Trust Shares of
that Fund. Employees of SBCL, employees of BISYS Fund Services and Trustees of
the Eureka Funds will not be required to maintain a minimum balance in Trust
Shares of the Funds.

REDEMPTION BY MAIL

A written request for redemption must be received by the Eureka Funds
in order to constitute a valid tender for redemption. The signature on the
written request must be guaranteed by a bank, broker, dealer, credit union,
securities exchange, securities association, clearing agency or savings
association, as those terms are defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934 if (a) a redemption check is to be payable to anyone other
than the Shareholder(s) of record; or (b) a redemption check is to be mailed to
the Shareholder(s) at an address other than the address of record or other than
to a commercial bank designated on the Account Registration Form of such
Shareholder(s). The Distributor reserves the right to reject any signature
guarantee if (1) it has reason to believe that the signature is not genuine, (2)
it has reason to believe that the transaction would otherwise be improper, or
(3) the guarantor institution is a broker or dealer that is neither a member of
a clearing corporation nor maintains net capital of at least $100,000. A
signature notarized by a notary public will not be accepted as a signature
guarantee. Proceeds may be mailed to the address of record or sent
electronically or mailed to a previously designated bank account without a
signature guarantee. See "Redemption by Telephone" for further discussion
regarding sending proceeds to your bank account.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone if the Shareholder selected that
option on the Account Registration Form or in a subsequent written request to
the Transfer Agent. A Shareholder may have the proceeds mailed to the address of
record or sent electronically or mailed directly to a domestic commercial bank
account previously designated by the Shareholder on the Account Registration
Form. Under most circumstances, such payments will be transmitted on the next
Business Day following receipt of a valid request for redemption. Such
electronic redemption requests may be made by the Shareholder by telephone to
the Transfer Agent. The Transfer Agent may reduce the amount of a wire
redemption payment by its then-current wire redemption charge. Presently there
is no charge. There is no charge for having payment of redemption requests
mailed or sent via the Automated Clearing House to a designated bank account.
For telephone redemptions, contact SBCL or your Participating Organization.

TELEPHONE PROCEDURES

A change of address may be requested over the telephone or by fax.
These requests will be processed and subject to independent verification at the
point of entry. Telephone and faxed address changes may not be made in
conjunction with a redemption request or a change in Auto Invest/Auto Withdrawal
instructions. A Shareholder that changes his or her address by phone will have
their account subject to a ten business day escrow hold.

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<PAGE> 29

The Distributor, the Transfer Agent, SBCL and the Eureka Funds will not
be liable for any losses, damages, expenses or costs arising out of any
telephone transaction (including purchases, exchanges, and redemptions) effected
in accordance with the Eureka Funds' telephone transaction procedures, upon
instructions reasonably believed to be genuine. The Eureka Funds will employ
procedures designed to provide reasonable assurance that instructions
communicated by telephone are genuine; if these procedures are followed, the
Eureka Funds will not be liable for any losses due to unauthorized or fraudulent
instructions. These procedures include recording phone conversations, sending
confirmations to Shareholders within 72 hours of the telephone transaction,
verifying the account name and a Shareholder's account number or tax
identification number and sending redemption proceeds only to the address of
record or to a previously authorized bank account. If, due to temporary adverse
conditions, investors are unable to effect telephone transactions, Shareholders
may mail redemption requests to the Eureka Funds.

CHECK WRITING SERVICE

Shareholders of Trust Shares of a Money Market Fund may write checks in
the amount of $500 or more, against their Fund account. A Shareholder will
receive a supply of checks after a signed signature card is received. A check
may be made payable to any person, and the Shareholder's account will continue
to earn dividends until the check clears. Because of the difficulty of
determining in advance the exact value of a Fund account, a Shareholder may not
use a check to close his or her account. The Eureka Funds reserve the right to
charge a Shareholder's account a fee for stopping payment of a check upon the
Shareholder's request or if the check cannot be honored because of insufficient
funds or other valid reasons.

AUTO WITHDRAWAL PLAN

Eureka Funds Auto Withdrawal Plan enables Shareholders to make regular
redemptions of Trust Shares of a Fund. With Shareholder authorization, the
Transfer Agent will automatically redeem Trust Shares at the net asset value of
the applicable Fund on the dates of withdrawal and have the amount specified
transferred according to the instructions of the Shareholder. To participate in
the Auto Withdrawal Plan, Shareholders must have at least $10,000 in the Fund
selected and must maintain a minimum account balance of $1,000 in the Fund. The
minimum required withdrawal is $100 monthly. The purchase of additional Trust
Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities.

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<PAGE> 30

instructions or to discontinue the feature, the request must be made in writing
to the Eureka Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto
Withdrawal Plan may be amended or terminated without notice at any time by the
Distributor.

PAYMENTS TO SHAREHOLDERS

Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within seven
days after receipt by the Distributor of the request for redemption. However, to
the greatest extent possible, the Eureka Funds will attempt to honor requests
from Shareholders for next Business Day payments if the request for redemption
is received by the Transfer Agent before the Valuation Time on a Business Day
or, if the request for redemption is received after the Valuation Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Eureka Funds or the Shareholders of the particular Fund
to sell or liquidate portfolio securities in an amount sufficient to satisfy
requests for payments in that manner. The Money Market Funds will attempt to
honor requests from Shareholders for same day payment upon redemption of Shares
if the request for redemption is received by the Transfer Agent before 1:00 p.m.
Eastern time, on a Business Day or, if the request for redemption is received
after 1:00 p.m. Eastern time, to honor requests for payment on the next Business
Day, unless it would be disadvantageous to the Fund or its Shareholders to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in that manner.

In some instances, a Fund may be requested to redeem Shares for which
it has not yet received good payment. Under such circumstances, the Eureka Funds
may delay forwarding the proceeds until payment has been collected for the
purchase of such Shares, which may take up to 15 days or more. To avoid delay in
payment upon redemption, investors should purchase Shares by certified check or
by wire transfer. The Eureka Funds intend to pay cash for all Shares redeemed,
but under abnormal conditions which may make payment in cash unwise, the Eureka
Funds may make payment wholly or partly in portfolio securities at their then
current market value equal to the redemption price. In such cases, an investor
may incur brokerage costs in converting such securities to cash.

See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION" in the
Statement of Additional Information for examples of when the Eureka Funds may
suspend the right of redemption or redeem Shares involuntarily if it appears
appropriate to do so in light of the Eureka Funds' responsibilities under the
1940 Act.

DIVIDENDS AND TAXES

Each Fund will be treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify for treatment as a "regulated investment
company" under the Internal

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<PAGE> 31

Revenue Code of 1986 (the "Code"). If qualified, a Fund will not have to pay
federal taxes on amounts it distributes to Shareholders. Regulated investment
companies are subject to a federal excise tax if they do not distribute
substantially all of their income on a timely basis. Each Fund intends to avoid
paying federal income and excise taxes by timely distributing substantially all
its net investment income and net realized capital gains.

Dividends received by a Shareholder of a Fund that are derived from
such Fund's investments in U.S. government securities may not be entitled to the
exemption from state and local income taxes that would be available if the
Shareholder had purchased U.S. government securities directly. Shareholders are
advised to consult their tax adviser concerning the application of state and
local taxes to distributions received from a Fund.

Shareholders will be advised at least annually as to the amount and
federal income tax character of distributions made during the year.

The net investment income of each Money Market Fund is declared daily
as a dividend to Shareholders at the close of business on the day of
declaration. Dividends will generally be paid monthly. The Money Market Funds do
not expect to realize any long-term capital gains and, therefore, do not foresee
paying any "capital gains dividends" as described in the Code. However, any such
capital gains will be distributed no more than twice a year after deduction for
any available capital loss carryforward.

The amount of dividends payable with respect to the Trust Shares will
exceed dividends on Class A Shares due to the Distribution and Shareholder
Services Plan fee and Service Plan fee applicable to Class A Shares.

A dividend on the Shares of the Investment Grade Bond Fund is declared
daily and paid monthly. A dividend on the Shares of the Global Asset Allocation
Fund is declared and paid annually. A dividend on the Shares of the Equity Fund
is declared and paid monthly. Net realized capital gains, if any, are
distributed at least annually to Shareholders of record after deduction for any
available capital loss carryforward.

A Shareholder will automatically receive all income dividends and
capital gain distributions in additional full and fractional Shares at net asset
value as of the date of payment unless the Shareholder elects to receive such
dividends or distributions in cash. Such election, or any revocation thereof,
must be made in writing to the Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792, and will become effective with respect to dividends and
distributions having record dates after its receipt by the Transfer Agent.
Reinvested dividends receive the same tax treatment as dividends paid in cash.
Dividends are paid in cash not later than seven Business Days after a
Shareholder's complete redemption of his or her Shares. If you elect to receive
distributions in cash, and checks (1) are returned and marked as "undeliverable"
or (2) remain uncashed for six months, your cash election will be changed
automatically and your future dividend and capital gains distributions will be
reinvested in the

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<PAGE> 32

Fund at the per share net asset value determined as of the date of payment of
the distribution. In addition, any undeliverable checks or checks that remain
uncashed for six months will be canceled and will be held in a non-interest
bearing account pending further instructions from the Shareholder.

Dividends are generally taxable in the taxable year received. However,
dividends declared in October, November or December to Shareholders of record
during such a month and paid during the following January are treated for tax
purposes as if they were received by each Shareholder on December 31 of the year
in which the dividends were declared.

Dividends will generally be taxable to a Shareholder as ordinary income
to the extent of the Shareholder's ratable share of the earnings and profits of
a Fund as determined for tax purposes. Certain dividends paid by the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund, and
so-designated by the Funds may qualify for the dividends received deduction for
corporate shareholders. Because all of the net investment income of the
remaining Funds is expected to be interest income, it is anticipated that no
distributions from such Funds will qualify for the dividends received deduction.
Distributions of net realized capital gains are taxable to Shareholders as
long-term capital gains regardless of how long the Shareholder has held Shares
in the Fund. Shareholders who are not subject to tax on their income generally
will not have to pay federal income tax on amounts distributed to them.

Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized losses.

Dividends that are derived from interest on a Fund's investments in
U.S. government securities may be eligible for exemption from the state and
local taxes of certain jurisdictions, although state and local tax authorities
may not agree with this view. However, distributions of income derived from
repurchase agreements and securities lending transactions generally will not
qualify for exemption from state and local income taxes.

The foregoing is a summary of certain federal, state and local income
tax consequences of investing in a Fund. Shareholders should consult their own
tax advisers concerning the tax consequences of an investment in a Fund.

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<PAGE> 33

MANAGEMENT OF EUREKA FUNDS

TRUSTEES

The Board of Trustees of the Eureka Funds has overall responsibility
for the Funds. The Board of Trustees is elected by the Shareholders. There are
currently five Trustees, two of whom are "interested persons" of the Eureka
Funds within the meaning of that term under the 1940 Act. The Trustees, in turn,
elect the officers of the Eureka Funds to supervise its day-to-day operations.

INVESTMENT ADVISER

SBCL serves as Investment Adviser of each Fund. SBCL is a wholly-owned
subsidiary of The Sanwa Bank Limited, of Japan. Its principal offices are
located at 601 South Figueroa Street, Los Angeles, California 90017.

Established in 1972, SBCL provides a full range of individual and
business banking services through a network of more than 100 branches and
offices statewide. As of June 30, 1998, SBCL had approximately $8 billion in
assets.

Subject to the general supervision of the Board of Trustees and in
accordance with the investment objectives and restrictions of a Fund, SBCL
manages the Funds, makes decisions with respect to, and places orders for, all
purchases and sales of its investment securities, and maintains its records
relating to such purchases and sales.

Under an investment advisory agreement between the Eureka Funds and
SBCL, the fee payable to SBCL by each Fund for investment advisory services is
the lesser of: (a) a fee computed daily and paid monthly at the annual rate of
thirty one-hundredths of one percent (0.30%) of the Prime Money Market Fund's
average daily net assets; twenty one-hundredths of one percent (0.20%) of the
U.S. Treasury Obligations Fund's average daily net assets; sixty one-hundredths
of one percent (0.60%) of the Investment Grade Bond Fund's average daily net
assets; ninety one-hundredths of one percent (0.90%) of the Global Asset
Allocation Fund's average daily net assets; and seventy five one-hundredths of
one percent (0.75%) of the Equity Fund's average daily net assets, or (b) such
fee as may from time to time be agreed upon in writing by the Eureka Funds and
SBCL. The fee agreed to from time to time by the Eureka Funds and SBCL may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the Fund during the period when such agreed upon lower fee is in
effect.

Hal Nachtrieb and David Lampert, both Vice Presidents of SBCL,
co-manage the Investment Grade Bond Fund. They have been with SBCL since 1995
and 1984, respectively, where they are responsible for the investment management
of approximately $500 million in personal and institutional fixed income assets,
including approximately $100 million in commingled bond funds.

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Prior to joining SBCL, Mr. Nachtrieb developed and managed equity and
fixed income funds for Franklin Resources. He also served as vice president for
Continental Bank, and before that, managed the fixed income trading desk at
Imperial Corporation of America. Mr. Nachtrieb began his career as an investment
manager as a mortgage-backed options trader for Drexel Burnham Lambert. Mr.
Nachtrieb earned a master of business administration in finance from the
University of Southern California and a bachelor of science in economics from
Lewis & Clark College in Portland, Oregon.

Most recently, Mr. Lampert was the Deputy Treasurer of SBCL responsible
for all fixed income activities of the Treasury Department. Over the years, his
responsibilities included trading bonds and bond futures, developing and
implementing derivatives strategies for the bank and customers, and managing a
$1 billion money market portfolio and the $600 million bond portfolio. Mr.
Lampert graduated from the University of California at Los Angeles with a
bachelor of arts in business/economics.

Richard Weiss, Chief Investment Officer and Senior Vice President of
SBCL, and Brian Garbe, Director of Investment Research & Strategy and
Vice-President of SBCL, co-manage the Equity Fund and Global Asset Allocation
Fund. They have been with the SBCL since 1994, where they are responsible for
the investment management of approximately $1.2 billion in private and
institutional assets, including approximately $250 million in commingled equity
and international funds.

Mr. Weiss has over 15 years of experience in the investment management
industry. Prior to joining SBCL, Messrs. Weiss and Garbe both were employed by
Vantage Global Advisors where they acted as manager and trader, respectively,
for global asset allocation portfolios. Before that, they were managing director
and investment officer, respectively, at TSA Capital Management, again
responsible for the management and back-office of global investments. Earlier in
his career, Mr. Weiss was a quantitative investment strategist for Paine Webber
in New York, and director of quantitative analysis and systems for Mellon Bank
in Pittsburgh, Pennsylvania.

Mr. Weiss graduated magna cum laude with a master of business
administration in finance and econometrics from the University of Chicago. He
also graduated magna cum laude with a bachelor of science in finance and
statistics from The Wharton School, University of Pennsylvania.

Mr. Garbe earned a master of business administration and a bachelor of
science in applied mathematics from the University of California at Los Angeles.

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ADMINISTRATOR AND DISTRIBUTOR

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services is
the administrator for each Fund and also acts as the Eureka Funds' principal
underwriter and distributor (the "Administrator" or the "Distributor"), under
agreements approved by the Eureka Funds' Board of Trustees. BISYS Fund Services
is wholly owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New
Jersey 07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.

The Administrator generally assists in all aspects of a Fund's
administration and operation. Under an administration agreement between the
Eureka Funds and the Administrator, the fee payable by the Funds to the
Administrator for management administration services is the lesser of (a) a fee
computed daily at the annual rate, subject to a per Fund annual minimum of
$75,000, of twenty one-hundredths of one percent (0.20%) of the Funds' average
daily net assets up to $500 million; eighteen and one-half one-hundredths of one
percent (0.185%) of the Funds' average daily net assets in excess of $500
million up to $1 billion; and seventeen and one-half one-hundredths of one
percent (0.175%) of the Funds' average daily net assets in excess of $1 billion,
or (b) such fee as may from time to time be agreed upon by the Eureka Funds and
the Administrator. A fee agreed to from time to time by the Eureka Funds and the
Administrator may be significantly lower than the fee calculated at the annual
rate and the effect of such agreed upon lower fee would be to lower a Fund's
expenses and increase the net income of the Fund during the period when such
agreed upon lower fee is in effect.

EXPENSES

SBCL and the Administrator each bear all expenses in connection with
the performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for a Fund. The Eureka Funds is responsible for
all of its expenses and liabilities. As a general matter, expenses are allocated
to the Class A Shares and Trust Shares of a Fund on the basis of the relative
net asset value of each class. At present, the only expenses that will be borne
solely by Class A Shares, other than in accordance with the relative net asset
value of the class, are expenses under the Eureka Funds' Distribution and
Shareholder Services Plan ("Distribution Plan") and a Service Plan which relate
only to the Class A Shares.

The organizational expenses of each Fund have been capitalized and are
being amortized in the first five years of each Fund's operations. Such
amortization will reduce the amount of income available for payment as
dividends.

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<PAGE> 36

DISTRIBUTION PLAN

The Distribution Plan contains a so-called "defensive" provision
applicable to all classes of Shares. Under this defensive provision to the
extent that any payment made to the Administrator, including payment of
administration fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Shares issued by the Eureka Funds'
within the context of Rule 12b-1 under the 1940 Act, such payment shall be
deemed to be authorized by the Distribution Plan.

BANKING LAWS

SBCL believes that it possesses the legal authority to perform the
investment advisory services for the Eureka Funds contemplated by its investment
advisory agreement with the Eureka Funds and described in this Prospectus
without violation of applicable banking laws and regulations, and has so
represented to the Eureka Funds. Future changes in federal or state statutes and
regulations relating to permissible activities of banks or bank holding
companies and their subsidiaries and affiliates as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could change the manner in which SBCL could continue to perform such
services for the Eureka Funds. See "MANAGEMENT OF EUREKA FUNDS--Glass Steagall
Act" in the Statement of Additional Information for further discussion of
applicable banking laws and regulations.

GENERAL INFORMATION

DESCRIPTION OF THE EUREKA FUNDS AND ITS SHARES

The Eureka Funds was organized as a Massachusetts business trust on
April 7, 1997. There are unlimited number of authorized Shares of beneficial
interest of the Eureka Funds which may, without Shareholder approval, be divided
into an unlimited number of series of such Shares, and which are presently
divided into five series of Shares, one for each of the following Funds: the
Prime Money Market Fund, the U.S. Treasury Obligations Fund, the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund. Each
Fund offers to the public two classes of shares: Class A and Trust Shares. Each
Share represents an equal proportionate interest in a Fund with other Shares of
the same series and class, and is entitled to such dividends and distributions
out of the income earned on the assets belonging to that Fund as are declared at
the discretion of the Trustees (see "Miscellaneous" below).

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<PAGE> 37

matter affects only the interests of a particular series or class, and (iii)
only the holders of Class A Shares will be entitled to vote on matters submitted
to shareholder vote with regard to the Distribution Plan applicable to such
class.

As used in this Prospectus and in the Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Eureka
Funds or a particular Fund means the affirmative vote, at a meeting of
Shareholders duly called, of the lesser of (a) 67% or more of the votes of
Shareholders of the Eureka Funds or that particular Fund present at such meeting
at which the holders of more than 50% of the votes attributable to the
Shareholders of record of the Eureka Funds or such Fund are represented in
person or by proxy, or (b) the holders of more than 50% of the outstanding votes
of Shareholders of the Eureka Funds or such Fund.

Overall responsibility for the management of the Eureka Funds is vested
in the Board of Trustees. See "MANAGEMENT OF EUREKA FUNDS--Trustees of the
Eureka Funds." Individual Trustees are elected by the Shareholders and may be
removed by the Board of Trustees or Shareholders at a meeting held for such
purpose in accordance with the provisions of the Declaration of Trust and the
By-laws of the Eureka Funds and Massachusetts law. See "ADDITIONAL
INFORMATION--Miscellaneous" in the Statement of Additional Information for
further information.

Although the Eureka Funds is not required to hold annual meetings of
Shareholders, Shareholders holding at least 10% of the Eureka Funds' outstanding
Shares have the right to call a meeting to elect or remove one or more of the
Trustees of the Eureka Funds. Shareholder inquiries should be directed to the
Secretary of the Eureka Funds at 3435 Stelzer Road, Columbus, Ohio 43219.

CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT

The Bank of New York serves as Custodian for the Eureka Funds.

BISYS Fund Services, Inc. serves as transfer agent for and provides
fund accounting services to the Eureka Funds.

OTHER CLASSES OF SHARES

In addition to Trust Shares, the Eureka Funds also offer Class A Shares
of each Fund. Class A Shares are offered to the general public at net asset
value and are subject to a Distribution Plan fee and Service Plan fee.

PERFORMANCE INFORMATION

General. From time to time, a Money Market Fund's annualized "yield"
and "effective yield" and total return for Trust Shares may be presented in
advertisements, sales literature and

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shareholder reports. The "yield" of a Money Market Fund is based upon the income
earned by the Fund over a seven-day period and then annualized, i.e., the income
earned in the period is assumed to be earned every seven days over a 52-week
period and is stated as a percentage of the investment. The "effective yield" of
a Money Market Fund is calculated similarly but when annualized, the income
earned by the investment is assumed to be reinvested in Shares of the Eureka
Funds and thus compounded in the course of a 52-week period. The effective yield
will be higher than the yield because of the compounding effect of the assumed
reinvestment.

Total return is calculated for the past year and the period since the
establishment of each Money Market Fund. Average annual total return is measured
by comparing the value of an investment in a Fund at the beginning of the
relevant period to the redemption value of the investment at the end of the
period (assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized.

From time to time performance information of the Investment Grade Bond
Fund, the Global Asset Allocation Fund, and the Equity Fund, showing its average
annual total return, aggregate total return, and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of a Fund. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of an investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Yield will be
computed by dividing the net investment income per Share for the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund earned
during a recent 30-day period by the Fund's per Share maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the results.

The Investment Grade Bond Fund, the Global Asset Allocation Fund, and
the Equity Fund may also calculate a distribution rate. Distribution rates will
be computed by dividing the distribution per Share of a class made by a Fund
over a twelve-month period by the maximum offering price per Share. The
distribution rate includes both income and capital gain dividends and does not
reflect unrealized gains or losses. The calculation of income in the
distribution rate includes both income and capital gain dividends and does not
reflect unrealized gains or losses, although a Fund may also present a
distribution rate excluding the effect of capital gains. The distribution rate
differs from the yield, because it includes capital items which are often
non-recurring in nature, and may include returns of principal, whereas yield
does not include such items. The Funds do not intend to publish distribution
rates in Fund advertisements but may publish such rates in supplemental sales
literature. Distribution rates may also be presented excluding the effect of a
sales charge, if any.

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Yield, effective yield, total return and distribution rate will be
calculated separately for each Class of Shares. Because Trust Shares are not
subject to Distribution Plan fees or Service Plan fees, the yield and total
return for Trust Shares will be higher than that of the Class A Shares for the
same period.

Investors may also judge the performance of a Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and data
such as that provided by Lipper Analytical Services, Inc., IBC/Donoghue's MONEY
FUND REPORT and Ibbotson Associates, Inc. References may also be made to indices
or data published in Money Magazine, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, American Banker, Fortune, Institutional
Investor, Ibbotson Associates, Inc., Morningstar, Inc., CDA/Weisenberger,
Pension and Investments, U.S.A. Today and local newspapers. In addition to
performance information, general information about the Funds that appears in a
publication such as those mentioned above may be included in advertisements and
in reports to Shareholders.

Information about the performance of a Fund is based on a Fund's record
up to a certain date and is not intended to indicate future performance. Yields
and total returns of a Fund will fluctuate. Any fees charged by the
Participating Organizations to their customers in connection with investment in
a Fund are not reflected in the Eureka Funds' performance information.

Further information about the performance of a Fund is contained in
that Fund's annual report to Shareholders, which may be obtained without charge
by contacting the Eureka Funds at the address below.

Prior Performance of the Investment Adviser

The following tables set forth the Investment Adviser's composite
performance data relating to the historical performance of all collective
investment trusts and common trust funds managed by the Investment Adviser,
since the dates indicated, that have investment objectives, policies, strategies
and risks substantially similar to those of the Equity Fund and the Investment
Grade Bond Fund. The data is provided to illustrate the past performance of the
Investment Adviser in managing substantially similar accounts as measured
against a specified market index or indices and does not represent the
performance of the Equity Fund and the Investment Grade Bond Fund. Investors
should not consider this performance data as an indication of future performance
of the Equity Fund and the Investment Grade Bond Fund or of the Investment
Adviser.

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The Investment Adviser's composite performance data shown below were
calculated in accordance with required recommended standards of the Association
for Investment Management and Research(1) ("AIMR"), retroactively applied to all
time periods. All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income and realized and unrealized
gains and loses. All returns reflect the deduction of investment advisory fees,
brokerage commissions and execution costs paid by the Investment Adviser's
institutional private accounts, without provision for federal or state income
taxes. Custodial fees, if any, were not included in the calculation. The
Investment Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the Investment Adviser that have
investment objectives, policies, strategies and risks substantially similar to
those of the Equity Fund and the Investment Grade Bond Fund. Securities
transactions are accounted for on the trade date and accrual accounting is
utilized. Cash and equivalents are included in performance returns. The monthly
returns of the Investment Adviser's composites combine the individual accounts'
returns by asset-weighting each individual account's asset value as of the
beginning of the month. Yearly returns are calculated by geometrically linking
the monthly returns.

The institutional private accounts that are included in the Investment
Adviser's composites are not subject to the same types of expenses to which the
Equity Fund and Investment Grade Bond Fund are subject nor to the
diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolios by the Investment Company Act or
Subchapter M of the Internal Revenue Code. Consequently, the performance results
for the Investment Adviser's composites could have been adversely affected if
the institutional private accounts included in the composites had been regulated
as investment companies under the federal securities laws.

The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.

The investment results of the Investment Adviser's composites presented
below are unaudited and are not intended to predict or suggest the returns that
might be experienced by the Equity Fund and Investment Grade Bond Fund or an
individual investor investing in such Funds. The investment results of the
Investment Adviser's composites were not calculated

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

(1) AIMR is a non-profit membership and education organization with
more than 30,000 members worldwide that, among other things, has formulated a
set of performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and (ii)
ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.

-36-

<PAGE> 41

pursuant to the methodology established by the SEC that will be used to
calculate the Funds performance results. Investors should also be aware that the
use of a methodology different from that used below to calculate performance
could result in different performance data.

All information set forth in the tables below relies on data supplied
by the Investment Adviser or from statistical services, reports or other sources
believed by the Investment Adviser to be reliable. However, except as otherwise
indicated, such information has not been verified and is unaudited.

<TABLE>
<CAPTION>
Equity Performance

Investment Adviser's Eureka
Equity Equity S&P 500
Year Composite Fund Index (1)
---- --------- ---- ---------
<S> <C> <C> <C>
1988 10.20% 16.50%
1989 25.18% 31.43%
1990 4.03% -3.19%
1991 29.66% 30.55%
1992 3.12% 7.68%
1993 2.54% 10.00%
1994 0.75% 1.23%
1995 35.85% 37.50%
1996 22.60% 23.12%
1997(2) 23.47% 25.34%
1998(3) -- [--%] [ %]
Last Year(4) 30.12%
Last 5 Years(4) 17.38%
Last 10 Years(4) 15.03%
</TABLE>

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

(1) The S&P 500 Index is an unmanaged index containing common stocks of
500 industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any, but
does not reflect fees, brokerage commissions, or other expenses of investing.

(2) For the ten-month period through October 31, 1997.

(3) Aggregate total return for the Trust Shares of the Eureka Equity
Fund from commencement of operations on November 1, 1997 through September 30,
1998.

(4) Through October 31, 1997.

-37-

<PAGE> 42

<TABLE>
<CAPTION>
Investment Grade Bond Performance

Investment Adviser's Eureka Lehman Lehman
Investment Grade Bond Investment Government/ Aggregate
Year Composite Grade Bond Fund Corporate Bond Index(1) Index(2)
- ---- --------- --------------- ----------------------- --------
<S> <C> <C> <C> <C>
1988 8.72% 7.59% 7.88%
1989 12.16% 14.24% 14.53%
1990 6.65% 8.28% 8.95%
1991 13.37% 16.13% 16.00%
1992 6.95% 7.58% 7.40%
1993 9.40% 10.97% 9.75%
1994 -5.26% -3.49% -2.92%
1995 16.58% 19.24% 18.48%
1996 0.22% 2.91% 3.61%
1997(3) 7.45% 8.04% 8.09%
1998(4) -- [%] [%] [%]
Last Year(5) 8.05%
Last 5 Years(5) 5.65%
Last 10 Years(5) 7.60%
</TABLE>

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

(1) The Lehman Government/Corporate Bond Index includes the Government
and Corporate Bond indices. The Government Bond Index is made up of the Treasury
Bond Index (all public obligations of the U.S. Treasury, excluding flower bonds
and foreign-targeted issues) and the Agency Bond Index (all publicly issued debt
of U.S. Government agencies and quasi-federal corporation, and corporate debt
guaranteed by the U.S. Government). We have also included the 1-3 year
Government Index, composed of agency and Treasury securities with maturities of
one to three years, and the 20+ Year Treasury Index, composed of Treasury issues
with 20 years or more to maturity. The Corporate Bond Index includes all
publicly issued, fixed rate, nonconvertible investment grade,
dollar-denominated, SEC-registered corporate debt. The Corporate Index sectors
are industrial, finance, utility, and Yankee. Also included among Yankees is
debt issued or guaranteed by foreign sovereign governments, municipalities, or
governmental or international agencies.

(2) The Lehman Aggregate Index includes fixed rate debt issues rated
investment grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at least
one year to maturity and an outstanding par value of at least $100 million.
Intermediate indices include bonds with maturities of up to 10 years, and
long-term indices include those with maturities of 10 years or longer. Price,
coupon, paydown, and total return are reported for all sectors on a month-end to
month-end basis. All returns are market value-weighted inclusive of accrued
interest.

-38-

<PAGE> 43

(3) For the ten-month period through October 31, 1997.

(4) Aggregate total return for the Trust Shares of the Eureka
Investment Grade Bond Fund from commencement of operations on November 1, 1997
through September 30, 1998.

(5) Through October 31, 1997.

Prime Money Market Fund

The Prime Money Market Fund commenced operations on November 1, 1997
subsequent to the transfer of assets by the Employee Benefit Trust Money Market
Fund E, a collective investment trust, to the Prime Money Market Fund in
exchange for shares of the Prime Money Market Fund. The Prime Money Market
Fund's portfolio of investments on November 1, 1997 was the same as the
portfolio of the Employee Benefit Trust Money Market Fund E immediately prior to
the transfer.

The Employee Benefit Trust Money Market Fund E was not a registered
investment company as it was exempt from registration under the 1940 Act. Since,
in a practical sense, the common trust fund constitutes a "predecessor" of the
Fund, the Prime Money Market Fund calculates the performance for each Class of
the Fund for periods commencing prior to the transfer of the Employee Benefit
Trust Money Market Fund E's assets to the Prime Money Market Fund by including
the Employee Benefit Trust Money Market Fund E's total return adjusted to
reflect the deduction of fees and expenses, absent any waivers, applicable to
the Trust Shares of the Fund as stated in the footnotes to the Fee Table in this
Prospectus.

The Prime Money Market Fund from time to time may advertise certain
investment performance figures, as discussed above. These figures are based on
historical earnings, but past performance data is not necessarily indicative of
future performance of the Fund.

<TABLE>
<CAPTION>
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
THE PRIME MONEY MARKET FUND

Average Annual Total Return*
October 31, 1997

Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 5.02% 5.15% 4.34% 5.72%
</TABLE>

-39-

<PAGE> 44

The above-mentioned performance data includes the performance of the Employee
Benefit Trust Money Market Fund E for the ten year period before the Prime Money
Marker Fund commenced operations, adjusted to reflect the deduction of fees and
expenses, absent any waivers, applicable to the Trust Shares of the Prime Money
Market Fund. The Employee Benefit Trust Money Market Fund E was not registered
under the 1940 Act and therefore was not subject to certain investment
restrictions, limitations and diversification requirements imposed by the 1940
Act and the Code. If the Employee Benefit Trust Money Market Fund E had been
subject to such requirements of the 1940 Act and the Code, its performance may
have been adversely affected. The investment objective, policies, guidelines and
restrictions of the Prime Money Market Fund are materially equivalent to the
investment objective, policies, guidelines and restrictions of the Employee
Benefit Trust Money Market Fund E.

*Figures were calculated pursuant to a methodology established by the SEC and do
not reflect the imposition of a sales load given that the Trust Shares of the
Prime Money Market Fund are not subject to a sales load.

YEAR 2000

The investment services industry is evaluating the capability of
existing application software programs and operating systems to accommodate the
date value for the year 2000. Many existing application software products in the
marketplace were designed only to accommodate a two-digit date position, which
represents the year (e.g., "95" is stored on the system and represents the year
1995). If the year 1999 is the maximum date value these systems are able to
accurately process, the improper identification of the year 2000 could result in
a computer system failure or miscalculations causing a disruption of operations.
The Funds' principal service providers are taking steps the Funds believe are
reasonably designed to address the year 2000 issues with respect to the computer
systems those providers operate. However, this is an ongoing process and testing
and other steps are scheduled to be completed in 1999. Nevertheless, the
inability of a service provider to successfully address year 2000 issues could
result in interruptions in the Funds' business and have a material adverse
impact on the Funds' operations.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports describing the
investment operations of their Fund(s) and annual financial statements audited
by independent public accountants.

Inquiries regarding the Eureka Funds may be directed in writing to the
Eureka Funds at the following address: The Eureka Funds, P.O. Box 182792,
Columbus, Ohio 43218-2792.

-40-

<PAGE> 45

INVESTMENT ADVISER
Sanwa Bank California
Investment Management Department
601 S. Figueroa Street
Los Angeles, California 90017

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005

TRANSFER AGENT
BISYS Fund
Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

AUDITORS
Ernst & Young LLP
10 West Broad Street
Columbus, Ohio 43215

CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286

-41-

<PAGE> 46

<TABLE>
CROSS REFERENCE SHEET
---------------------

PROSPECTUS FOR EUREKA FUNDS
---------------------------

CLASS A SHARES
--------------

<CAPTION>
Part A Item No. Prospectus Caption
- --------------- ------------------
<S> <C>
1. Cover Page................................................. Cover Page

2. Synopsis................................................... Prospectus Summary; Fee Table

3. Condensed Financial Information............................ Inapplicable

4. General Description of Registrant.......................... Prospectus Summary; Investment
Objective and Policies; General
Information - Description of the Eureka
Funds and Its Shares

5. Management of the Funds.................................... Management of the Eureka Funds;
General Information

5A. Management's Discussion of
Fund Performance...................................... Inapplicable

6. Capital Stock and Other Securities......................... How to Purchase and Redeem Shares;
Dividends and Taxes; General
Information - Description of the Eureka
Funds and Its Shares; General
Information - Miscellaneous

7. Purchase of Securities Being Offered....................... Valuation of Shares; How to Purchase
and Redeem Shares

8. Redemption or Repurchase................................... How to Purchase and Redeem Shares

9. Pending Legal Proceedings.................................. Inapplicable
</TABLE>

<PAGE> 47

MONEY MARKET FUNDS
------------------

Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund

BOND FUND
---------

Eureka Investment Grade Bond Fund

BALANCED FUND
-------------

Eureka Global Asset Allocation Fund

STOCK FUND
----------

Eureka Equity Fund

CLASS A SHARES
--------------

Sanwa Bank California
Investment Adviser

BISYS Fund Services
Administrator and Distributor

Prospectus dated February 1, 1999

<PAGE> 48

TABLE OF CONTENTS

Page

Prospectus Summary..............................................
Fee Table.......................................................
Financial Highlights............................................
Investment Objective and Policies...............................
Investment Restrictions.........................................
Valuation of Shares.............................................
How to Purchase and Redeem Shares...............................
Dividends and Taxes.............................................
Management of Eureka Funds......................................
General Information.............................................

-i-

<PAGE> 49

EUREKA FUNDS

3435 Stelzer Road For current yield, purchase and
Columbus, Ohio 43219 redemption information, call (888) 890-8121
Investment Adviser: Sanwa Bank California TDD/TTY call (800) 300-8893

</TABLE>

THE EUREKA PRIME MONEY MARKET FUND (the "Prime Money Market Fund")
seeks as high a level of current income as is consistent with maintaining
liquidity and stability of principal.

THE EUREKA INVESTMENT GRADE BOND FUND (the "Investment Grade Bond
Fund") seeks a high level of income, consistent with preservation of capital.

THE EUREKA EQUITY FUND (the "Equity Fund") seeks long-term capital
growth. The Fund intends to invest in the common stocks of corporations
representing a broad cross section of the U.S. economy. The Fund expects to have
a level of risk commensurate with that represented by a broadly diversified
portfolio of U.S. common stocks, such as the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500 Index"). There can be no assurance that the
Fund's investment performance will meet or exceed that of the S&P 500 Index.

<PAGE> 50

This Prospectus relates to the Class A Shares of the Eureka Funds,
which are offered to the general public. Through a separate prospectus, the
Eureka Funds also offers Trust Shares to Sanwa Bank California and its
affiliates and other financial service providers approved by the Distributor for
the investment of funds for which they act in a fiduciary, advisory, agency,
custodial (other than for individual retirement accounts) or similar capacity. A
Statement of Additional Information, dated February 1, 1999, has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Statement of Additional Information and the prospectus relating to the Trust
Shares are available without charge by writing or by calling the Eureka Funds at
the address or telephone number shown above.

This Prospectus sets forth concisely the information an investor should
know before investing and should be read carefully and retained for future
reference.

SHARES OF THE EUREKA FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
ENDORSED OR GUARANTEED BY, SANWA BANK CALIFORNIA, ANY OF ITS AFFILIATES, OR ANY
OTHER BANK. SUCH SHARES ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS INCLUDING
POSSIBLE LOSS OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is February 1, 1999.

-2-

<PAGE> 51

PROSPECTUS SUMMARY

The Eureka Funds Eureka Funds, a Massachusetts business
trust, is a diversified open-end management
investment company which currently consists
of five separately managed Funds. Each Fund
offers to the public two classes of Shares:
Class A and Trust Class. This prospectus
relates to only the Class A Shares.

Investment Objective THE PRIME MONEY MARKET FUND seeks as high a
level of current income as is consistent
with maintaining liquidity and stability of
principal.

THE U.S. TREASURY OBLIGATIONS FUND seeks
current income consistent with liquidity and
stability of principal.

THE INVESTMENT GRADE BOND FUND seeks a high
level of income, consistent with
preservation of capital.

THE GLOBAL ASSET ALLOCATION FUND seeks a
balance of income and long-term capital
appreciation.

THE EQUITY FUND seeks long-term capital
growth.

Investment Risks There can be no assurance that the Money
Market Funds will be able to maintain a
stable net asset value. The other Funds' net
asset value and each Fund's performance may
vary daily, reflecting fluctuations in the
market value of its portfolio holdings,
interest rate levels, and market conditions.
The Investment Grade Bond Fund is primarily
subject to the risks of a potential for
decline in the market value of bonds due to
interest rate changes or the ability of an
issuer to meet its obligations. The Global
Asset Allocation Fund and the Equity Fund
are primarily exposed to the risk that stock
prices will decline over short or even
extended periods. Foreign securities, which
the Investment Grade Bond Fund, the Global
Asset Allocation Fund, and the Equity Fund
may invest in, involve risks not associated
with domestic investing. Foreign securities
markets are not always as efficient as those
in the United States and are often less
liquid and more volatile. See "Investment
Practices and Securities" for a discussion
of the Funds' investments and the risks
associated with investing in the Funds.

-3-

<PAGE> 52

Offering Price The public offering price of the Prime
Money Market Fund and the U.S. Treasury
Obligations Fund is equal to that Fund's net
asset value per Class A Share, which each
Fund will seek to maintain at $1.00.

The public offering price of the Investment
Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund is equal to that
Fund's net asset value per Class A Share.
See "HOW TO PURCHASE AND REDEEM
SHARES--Purchases of Class A Shares."

Maximum Purchase For Class A Shares there is no maximum
purchase. See "HOW TO PURCHASE AND REDEEM
SHARES -- Purchases of Class A Shares."

Minimum Purchase For Class A Shares there is a
$1,000 minimum initial investment, or a $50
minimum initial investment if investing
through the Eureka Funds' Automatic
Investment Plan, and a $50 minimum
investment for subsequent purchases. See
"HOW TO PURCHASE AND REDEEM
SHARES--Purchases of Class A Shares."

Investment Adviser Sanwa Bank California ("SBCL"),
Los Angeles, California.

Distributor BISYS Fund Services, Columbus, Ohio.

-4-

<PAGE> 53

FEE TABLE

The following tables are intended to assist investors in understanding
the expenses associated with investing in Class A Shares of the Funds.

<TABLE>
<CAPTION>
Prime U.S. Treasury Investment
Money Market Obligations Grade Bond Global Asset Equity
Fund Fund Fund Allocation Fund Fund
---- ---- ---- --------------- ----
Class A Class A Class A Class A Class A
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses(1)
Maximum Sales Load on Purchases None None None None None
Maximum Sales Load on
Reinvested Dividends None None None None None
Maximum Deferred Sales Load None None None None None
Redemption Fees(2) None None None None None
Exchange Fee None None None None None
Annual Fund Operating Expenses
(as a percentage of net assets)(3)
Management Fees (after voluntary
fee reductions) 0.20% 0.10% 0.50% 0.80% 0.65%
12b-1 Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses
(after voluntary fee reductions)(4) 0.35% 0.36% 0.40% 0.64% 0.37%
Total Fund Operating Expenses
(after voluntary fee reductions) 0.80% 0.71% 1.15% 1.69% 1.27%
</TABLE>

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

(1) A Participating Organization or Bank (as defined in this Prospectus) may
charge a Customer's (as defined in this Prospectus) account fees for
automatic investments, exchanges, and other investment management services
provided in connection with investment in Class A Shares of a Fund. See
"HOW TO PURCHASE AND REDEEM SHARES--"Purchases of Class A Shares" and "HOW
TO PURCHASE AND REDEEM SHARES--Exchange Privilege."

(2) A wire redemption charge may be deducted from the amount of a wire
redemption payment made at the request of a shareholder. See "HOW TO
PURCHASE AND REDEEM SHARES--Redemption by Telephone."

(3) [SBCL has agreed to voluntarily reduce the amount of its investment
advisory fee.] Certain other fees will also be voluntarily reduced. Absent
the voluntary reduction of investment advisory fees and other expenses,
Management Fees, Other Expenses, and Total Operating Expenses as a
percentage of average daily net assets for Class A Shares would be 0.30%,
0.64% and 1.19%, respectively, for the Prime Money Market Fund; 0.20%,
0.65% and 1.10%, respectively, for the U.S. Treasury Obligations Fund;
0.60%, 0.65% and 1.50%, respectively, for the Investment Grade Bond Fund;
0.90%, 0.89% and 2.04%, respectively, for the Global Asset Allocation Fund;
and 0.75%, 0.62% and 1.62%, respectively, for the Equity Fund.

(4) "Other Expenses" are based on estimated amounts for the current fiscal
year.

Example:

You would pay the following expenses on a $1,000 investment in Class A Shares ,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 Year 3 Years
------ -------

Prime Money Market Fund $ $
-- --
U.S. Treasury Obligations Fund $ $
-- --
Investment Grade Bond Fund $ $
-- --
Global Asset Allocation Fund $ $
-- --
Equity Fund $ $
-- --

These tables are intended to assist investors in understanding the
various costs and expenses associated with investing in the Funds. See
"MANAGEMENT OF EUREKA FUNDS" for a more complete discussion of annual operating
expenses of each Fund. THE EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE FUNDS' ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

Long-term shareholders of Class A Shares may pay more than the
equivalent of the maximum front-end sales charges otherwise permitted by NASD
Rules.

-5-

<PAGE> 54

FINANCIAL HIGHLIGHTS

The tables below set forth certain financial information concerning the
investment results for the Class A Shares of each Fund for the period from
commencement of operations on February 3, 1998 through September 30, 1998. The
information from the commencement of operations to September 30, 1998 is part of
the financial statements audited by Ernst & Young LLP, independent accountants
for the Eureka Funds, whose report on the Eureka Funds' financial statements for
the period ended September 30, 1998 appears in the Statement of Additional
Information. Further financial data is incorporated by reference into the
Statement of Additional Information.

<TABLE>
<CAPTION>
Prime Money U.S. Treasury Investment Grade Global Asset
Market Fund Obligations Fund Bond Fund Allocation Fund Equity Fund
----------- ---------------- --------- --------------- -----------
February 3, 1998 February 3, 1998 February 3, 1998 February 3, 1998 February 3, 1998
to Sept. 30, 1998 to Sept. 30, 1998 to Sept. 30, 1998 to Sept. 30, 1998 to Sept. 30, 1998
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of period ............ $____ $____ $____ $____ $____
Investment Activities
Net investment income ......... ____ ____ ____ ____ ____
Net realized and
unrealized gain (loss) .... ____ ____ ____ ____ ____
Total income from
investment operations ......... ____ ____ ____ ____ ____
Distributions
From net investment
income ..................... ____ ____ ____ ____ ____
Net change in net asset
value ...................... ____ ____ ____ ____ ____
Net Asset Value,
End of period ................ $____ $____ $____ $____ $____

Total Return .................... ____%(a) ____%(a) ____%(a) ____%(a) ____%(a)

Ratio/Supplementary Data:
Net assets, end of
period (ooo's) ............. $____ $____ $____ $____ $____
Ratio of expenses to
average net assets ......... ____%(b) ____%(b) ____%(b) ____%(b) ____%(b)
Ratio of net investment
income to average
net assets ................. ____%(b) ____%(b) ____%(b) ____%(b) ____%(b)
Ratio of expenses to
average net assets* ........ ____%(b) ____%(b) ____%(b) ____%(b) ____%(b)
Ratio of net investment
income to average net
assets* .................... ____%(b) ____%(b) ____%(b) ____%(b) ____ (b)
Portfolio turnover rate ....... N/A N/A __% __% __%
</TABLE>

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

* During the period, certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Not annualized.

(b) Annualized.

-6-

<PAGE> 55

INVESTMENT OBJECTIVES AND POLICIES

MONEY MARKET FUNDS

Each Money Market Fund will endeavor to achieve its investment
objective by investing in a portfolio of high-quality money market instruments
which complies with the diversification and other requirements of Rule 2a-7
under the Investment Company Act of 1940 (the "1940 Act"). All instruments in
which the Money Market Funds invest will be deemed to have maturities of 397
days or less. The average dollar weighted maturity of each Money Market Fund's
portfolio will not exceed 90 days. See "VALUATION OF SHARES" and the Statement
of Additional Information for a further explanation of the amortized cost
valuation method.

PRIME MONEY MARKET FUND

U.S. TREASURY OBLIGATIONS FUND

-7-

<PAGE> 56

INVESTMENT GRADE BOND FUND

In order to execute its strategy in an efficient manner, SBCL may
utilize bond index futures contracts to represent various yield curve sectors.
The Fund will use futures contracts to provide an efficient means of achieving
exposure to the fixed income markets. Futures contracts may be used to provide
liquidity, gain broad market exposure, and hedge unwanted interest rate
exposure. SBCL will not use futures to leverage the Fund's holdings.

The Fund may hold securities of foreign issuers, provided such
securities are denominated in U.S. dollars and may invest in emerging market
securities. The Fund may

-8-

<PAGE> 57

also invest in bond (interest rate) futures and options to a limited extent. See
"Investment Objective and Policies--Specific Investment Policies."

GLOBAL ASSET ALLOCATION FUND

The Fund will invest in a varying combination of stocks, bonds, and
cash selected primarily from major markets such as: the United States, Japan,
the U.K., Germany, France, Switzerland, Spain, Canada, and Australia. The Fund
may also invest in other markets, including emerging markets.

Under normal circumstances, at least 65% of the Fund's net assets will
be invested in securities representing at least three different countries,
including the United States.

-9-

<PAGE> 58

In order to execute its strategy in an efficient manner, SBCL may
utilize equity index, bond index, and currency futures contracts in the various
countries. The Fund will use futures contracts to provide an efficient means of
achieving broad market exposure to the stock, fixed income and currency markets
of a particular country, to provide liquidity, and to facilitate asset
allocation shifts. Currency futures provide an efficient vehicle for hedging
foreign exchange exposure. By investing in a stock index futures contract the
Fund is exposed to an index of stocks without buying each underlying security in
that index. SBCL will not use futures to leverage the Fund's holdings. See
"Options and Futures" in the Statement of Additional Information for a more
detailed discussion of the risks associated with investment in futures
contracts.

EQUITY FUND

Equity investments are chosen based upon SBCL's proprietary,
quantitatively- disciplined stock selection models. A combination of valuation,
growth, technical, and risk measures are used to rank a universe of
approximately 1,000 U.S. equity issues. The issues assigned the most attractive
overall composite ratings are those which are deemed to have greater potential
for price appreciation over a short-to-intermediate term horizon. The portfolio
is then constructed so that the aggregate investment characteristics of the Fund
are similar to those of the S&P 500 Index. These characteristics include such
measures as economic sector diversification, P/E ratio, dividend yield, and
market "beta" (or sensitivity). However, while maintaining aggregate investment
characteristics similar to those of the S&P 500 Index, the Fund seeks to invest
in individual common stocks -- including stocks which may not be part of that
Index -- which SBCL believes hold a greater potential for price appreciation.
There can be no assurance that the Fund's investment performance will meet or
exceed that of the S&P 500 Index.

-10-

<PAGE> 59

ALL FUNDS

SPECIFIC INVESTMENT POLICIES

X No fundamental policy limitation on usage

- Not permitted
+ For temporary defensive purposes may constitute 100 percent
of total assets

BANKERS' ACCEPTANCES. Bills of exchange or time 25 __ 35+ 35+ 35+
drafts drawn on and accepted by a commercial bank.
Credit risk.
</TABLE>

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<PAGE> 60

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BORROWINGS.(1) The borrowing of money from banks or 33-1/3 33-1/3 33-1/3 33-1/3 33-1/3
through reverse repurchase agreements. Leverage and
credit risks.

CERTIFICATES OF DEPOSIT. Negotiable instruments with a X __ 35+ 35+ 35+
stated maturity. Credit and liquidity risks.

COMMERCIAL PAPER AND OTHER SHORT-TERM X __ 35+ 35+ 35+
OBLIGATIONS. Short-term promissory notes or other
obligations issued by corporations and other entities.
Credit risk.

COMMON STOCK. Shares of ownership of a company. __ __ __ X X
Market risk.

CONVERTIBLE SECURITIES. Bonds or preferred stock that __ __ X X X
convert to common stock. Credit, interest rate and
market risks.

CORPORATE OR COMMERCIAL BONDS. Debt securities X __ X X 35
issued by corporations. Credit and interest rate risks.

EMERGING MARKET SECURITIES. Securities of countries __ __ 15 15 15
with emerging economies or securities markets.
Currency, information, liquidity, market and political
risks.
</TABLE>

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<PAGE> 61

o Stocks and bonds of foreign issuers __ __ 35 X 35

o American depository receipts, European __ __ 35 X 35
depository receipts, global depository receipts
and other similar global instruments

Currency, information, liquidity, market, natural event
and political risks.

FORWARD COMMITMENTS. The purchase or sale of a X X X X X
security with payment and delivery scheduled for a
future time. Leverage, market and opportunity risks.
Forward Foreign Currency Exchange Transactions. __ __ __ 50 __
Contractual agreement to purchase or sell one specified
currency for another currency at a specified future date
and price. Credit, correlation, currency, information,
leverage, liquidity, management, market, opportunity
and political risks.

ILLIQUID SECURITIES.(3) Securities which may be difficult 10 __ 15 15 15
to sell at an acceptable price. Liquidity, market and
valuation risks.

o Money market mutual funds 10 10 10 10 10

o Non-money market mutual funds __ __ __ 10 __

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<PAGE> 62

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
MUNICIPAL OBLIGATIONS. Securities issued by a state or X __ X __ __
political subdivision to obtain funds for various public
purposes. Municipal obligations include participation
certificates in leases, installment purchase contracts and
conditional sales contracts. Credit, liquidity, political
and tax risks.

PREFERRED STOCK. A class of stock that generally pays a __ __ 30 X X
dividend at a specified rate and has preference over
common stock in the payment of dividends and
liquidation. Market risk.

REPURCHASE AGREEMENTS.(1) The purchase of a security X X X X X
and the simultaneous commitment to sell it back at an
agreed upon price. Credit, market and leverage risks.
Reverse Repurchase Agreements.1, 4 The sale of a X X X X X
security and the simultaneous commitment to buy it
back at an agreed upon price. Credit, leverage and
market risks.

RESTRICTED SECURITIES.(5) Securities not registered under X __ X X X
the Securities Act of 1933. Market and valuation risks.
Rights and Warrants. A contract issued by a __ __ X X X
corporation enabling the owner to subscribe to and
purchase a specified number of shares of the corporation
at a specified price during a specified period of time.
Market and valuation risks.

SECURITIES LENDING.(1) The lending of securities to 33-1/3 33-1/3 33-1/3 33-1/3 33-1/3
financial institutions, which provide cash or government
securities as collateral. Credit risk.

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<PAGE> 63

<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SWAPS, CAPS AND FLOORS.(5) Swaps involve the exchange __ __ X X X
of obligations by two parties. Caps and floors
entitle a purchaser to a principal amount from the
seller of the cap or floor to the extent that a
specified index exceeds or falls below a
predetermined interest rate or amount.
Correlation, credit, interest rate, liquidity,
management, market and opportunity risks.

TIME DEPOSITS. Non-negotiable receipts issued by a X __ 35+ 35+ 35+
bank in exchange for the deposit of funds. Liquidity
risk.

U.S. GOVERNMENT SECURITIES. Short-term debt X X X X 35+
instruments issued or guaranteed by the U.S. Treasury
or by an agency or instrumentalities of the U.S.
government. Credit risk.

VARIABLE AND FLOATING RATE INSTRUMENTS. Obligations X X X X __
with a yield that is reset on a periodic basis and
loosely correlated to changes in money market
interest rates, including variable and floating
rate notes and bonds. Credit, interest rate and
liquidity risks.

WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. The X X X X X
purchase or sale of securities for delivery at a future
date. Leverage, market and opportunity risks.
</TABLE>

(1) Each Fund has a fundamental investment policy regarding these practices or
securities, as set forth in the Statement of Additional Information, which
may in some cases be less restrictive than the operating policy set forth
in the chart.

(2) The Money Market Funds may invest in these securities only if consistent
with their objectives and Rule 2a-7.

(3) Each Fund's liquidity limit is calculated as a percentage of its net
assets.

(4) Reverse repurchase agreements would also be subject to a Fund's policy on
borrowings.

(5) Relative to other securities, these securities are more likely to be deemed
illiquid and, therefore, may be subject to the restrictions on illiquid
securities.

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<PAGE> 64

TYPES OF INVESTMENT RISK

CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.

INFORMATION RISK. The risk that key information about a security or market is
inaccurate or unavailable.

LEVERAGE RISK. Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.

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<PAGE> 65

MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
to produce the intended result. This risk is common to all mutual funds.

NATURAL EVENT RISK. The risk of losses attributable to natural disasters, crop
failures and similar events.

OPPORTUNITY RISK. The risk of foregoing an investment opportunity because the
assets necessary to take advantage of it are tied up in less advantageous
investments.

VALUATION RISK. The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.

PORTFOLIO TURNOVER

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<PAGE> 66

INVESTMENT RESTRICTIONS

VALUATION OF SHARES

The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
New York Stock Exchange (generally 4:00 p.m. Eastern time) on each Business Day
("Valuation Times"). The net asset value of each Money Market Fund is determined
and its shares are priced as of 1:00 p.m. (Eastern time) and as of the close of
regular trading of the New York Stock Exchange (generally 4:00 p.m. Eastern
time) on each Business Day ("Valuation Times"). For each Money Market Fund, a
"Business Day" constitutes (i) any day on which the Federal Reserve Bank is open
and the New York Stock Exchange (the "NYSE") is open for trading and (ii) any
other day (other than a day during which no Shares are tendered for redemption
and no orders to purchase Shares are received) during which there is sufficient
trading in a Fund's portfolio instruments that the Fund's net asset value per
share might be materially affected. For each Fund, other than the Money Market
Funds, a Business Day is (i) any day on which the NYSE is open for trading and
(ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. Net asset value per Share for
purposes of pricing sales and redemptions is calculated by determining the value
of the class's proportional interest in the securities and other assets of a
Fund, less (i) such class's proportional share of general liabilities and (ii)
the liabilities allocable only to such class, and dividing such amount by the
number of relevant class Shares outstanding.

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<PAGE> 67

portfolio maturity of a Fund, adjusting or withholding dividends, or utilizing a
net asset value per share determined by using available market quotations. There
can be no assurance that a Money Market Fund will maintain a stable net asset
value of $1.00 per Share.

For further information about the valuation of investments, see the
Statement of Additional Information.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

Shares are sold on a continuous basis by the Eureka Funds' Distributor,
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219. If you wish to
purchase Shares, contact the Eureka Funds at (888) 890-8121.

PURCHASES OF CLASS A SHARES

Class A Shares may be purchased through procedures established by the
Distributor in connection with the requirements of qualified accounts maintained
by or on behalf of certain persons ("Customers") by Participating Organizations,
including brokers and dealers, under the Eureka Funds' Distribution and
Shareholder Services Plan. See "MANAGEMENT OF EUREKA FUNDS--Distribution Plan."

Shares of the Eureka Funds sold to Participating Organizations acting
in a fiduciary, advisory, custodial (other than individual retirement accounts),
or other similar capacity on behalf of Customers will normally be held of record
by the Participating Organizations. With respect to Shares so sold, it is the
responsibility of the Participating Organization to transmit purchase or
redemption orders to the Distributor and to deliver federal funds for purchase
on a timely basis.

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<PAGE> 68

Investors may directly purchase Class A Shares of a Fund by completing
and signing an Account Registration Form and mailing it, together with a check
(or other negotiable bank draft or money order) for at least the minimum initial
purchase amount, payable to Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792. Investors may obtain an Account Registration Form and additional
information regarding the Eureka Funds by contacting their local Sanwa Bank
California office or calling (888) 890-8121. Initial purchases of shares into a
new account may not be made by wire. Subsequent purchases of Class A Shares of a
Fund may be made at any time by mailing a check (or other negotiable bank draft
or money order) to the above address.

If an Account Registration Form has been previously received by the
Distributor, investors may also purchase Class A Shares by telephone. Telephone
orders may be placed by calling the Eureka Funds at (888) 890-8121. Payment for
Class A Shares ordered by telephone may be made by sending funds electronically
to the Eureka Funds' custodian. To make payments electronically, investors must
call the Eureka Funds at (888) 890-8121 to obtain instructions regarding the
bank account number into which the funds should be wired and other pertinent
information.

Class A Shares of the Investment Grade Bond Fund, the Global Asset
Allocation Fund and the Equity Fund are sold at the net asset value next
determined after receipt by the Distributor of an order in good form to purchase
Shares (see "VALUATION OF SHARES"). In the case of orders for the purchase of
Shares placed through a broker-dealer, the public offering price will be the net
asset value as so determined, but only if the broker-dealer receives the order
prior to the Valuation Time for that day and transmits to the Eureka Funds by
the Valuation Time. The broker-dealer is responsible for transmitting such
orders promptly. If the broker-dealer fails to do so, the investor's right to
that day's closing price must be settled between the investor and the
broker-dealer. If the broker-dealer receives the order after the Valuation Time
for that day, the price will be based on the net asset value determined as of
the Valuation Time for the next Business Day.

There is a minimum initial investment of $1,000 for the purchase of
Class A Shares of a Fund, and a $50 minimum for subsequent purchases. The
minimum initial investment amount is $50 if purchases are made in connection
with qualified retirement plans (401(k) and 403(b) accounts only), systematic
investment plans or payroll deduction plans. There is no limit on the amount of
Class A Shares that may be purchased.

Shareholders will be mailed a confirmation of each new transaction in
their account. In the case of Class A Shares held of record by a Participating
Organization but beneficially owned by a Customer, confirmations of purchases,
exchanges and redemptions of Class A Shares by a Participating Organization will
be sent to the Customer by the Participating Organization. Certificates
representing Shares will not be issued.

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<PAGE> 69

EUREKA FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

The Eureka Funds make available IRAs, including IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts." An
IRA enables individuals, even if they participate in an employer-sponsored
retirement plan, to establish their own retirement program by purchasing Class A
Shares for an IRA. Eureka Funds IRA contributions may be tax-deductible and
earnings are tax deferred. Under the Tax Reform Act of 1986, the tax
deductibility of IRA contributions is restricted or eliminated for individuals
who participate in certain employer pension plans and whose annual income
exceeds certain limits. Existing IRAs and future contributions up to the IRA
maximums, whether deductible or not, still earn income on a tax-deferred basis.

There is a minimum investment of $1,000 in an IRA, and a $50 minimum
for subsequent investments.

For more information on a Eureka Funds IRA call the Eureka Funds at
(888) 890- 8121. Shareholders are advised to consult a tax adviser on Eureka
Funds IRA contribution and withdrawal requirements and restrictions.
Shareholders should read the Disclosure Statement and Custodial Agreement for
further details on eligibility, service fees, and tax implications.

ADDITIONAL INFORMATION ABOUT PURCHASING SHARES

Purchases of Class A Shares of the Eureka Funds will be effected only
on a Business Day (as defined in "VALUATION OF SHARES"). An order for a Fund
received prior to a Valuation Time on any Business Day will be executed at the
net asset value determined as of the next Valuation Time on the date of receipt.
An order for a Money Market Fund received prior to a Valuation Time on any
Business Day will be executed at the net asset value determined as of the next
Valuation Time on the date of receipt. An order for a Money Market Fund received
after the last Valuation Time on any Business Day will be executed at the net
asset value determined as of the next Valuation Time on the next Business Day.

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<PAGE> 70

An order for any Fund other than a Money Market Fund received prior to the
Valuation Time on any Business Day will be executed at the net asset value
determined as of the Valuation Time on the date of receipt. An order for any
Fund other than a Money Market Fund received after the Valuation Time on any
Business Day will be executed at the net asset value determined as of the
Valuation Time on the Business Day.

An order to purchase Class A Shares of a Money Market Fund will be
deemed to have been received by the Distributor when federal funds are available
to the Eureka Funds' custodian for investment. Federal funds are monies credited
to a bank's account within a Federal Reserve Bank. Payment for an order to
purchase Shares of a Money Market Fund which is transmitted by federal funds
wire will be available the same day for investment by the Eureka Funds'
custodian, if received prior to the last Valuation Time (see "VALUATION OF
SHARES"). It is strongly recommended that investors of substantial amounts use
federal funds to purchase Shares of a Money Market Fund.

Shares of a Money Market Fund purchased before 1:00 p.m., Eastern time,
begin earning dividends on the same Business Day. All Shares of a Money Market
Fund continue to earn dividends through the day before their redemption.
Depending upon the terms of a particular Customer account, a Participating
Organization or Bank may charge a Customer's account fees for services provided
in connection with investment in the Eureka Funds. Information concerning this
Prospectus should be read in conjunction with any such information received from
the Participating Organizations or Banks.

The Eureka Funds reserve the right to reject any order for the purchase
of its Class A Shares in whole or in part, including purchases made with foreign
drafts or checks. The Eureka Funds will not accept third party checks for
investment.

Please call the Eureka Funds at (888) 890-8121 regarding proper
instructions and information to purchase or redeem Shares by check or wire.
Shareholders may also execute telephone transactions as explained below.

AUTO INVEST PLAN

Eureka Funds' Auto Invest Plan enables Shareholders to make regular
purchases of Class A Shares through automatic deduction from their bank
accounts. With Shareholder authorization, the Transfer Agent will deduct the
amount specified (subject to the applicable minimums) from the Shareholder's
bank account and will automatically invest that amount in Class A Shares at the
public offering price on the date of such deduction. The required minimum
initial investment when opening an account using the Auto Invest Plan is $50 per
Fund; the minimum amount for subsequent investments in a Fund is $50. To
participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the Account Registration Form or submit a subsequent
written request to the Transfer Agent. To change the frequency or amount of the
Auto Invest Plan or to discontinue the feature, a Shareholder

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<PAGE> 71

may call Eureka Funds at (888) 890-8121. Changes to the bank information must be
made in writing, with a signature guarantee (as described below), to the Eureka
Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto Invest Plan may be
amended or terminated without notice at any time by the Distributor.

EXCHANGE PRIVILEGE

Class A Shares of each Fund may be exchanged for Class A Shares of the
other Funds, provided that the Shareholder making the exchange is eligible on
the date of the exchange to purchase Class A Shares (with certain exceptions and
subject to the terms and conditions described in this prospectus). Class A
Shares of each Fund may be exchanged for Trust Shares in instances where the
Shareholder becomes eligible to purchase Trust Shares. Depending upon the terms
of a particular Customer account, a Participating Organization may charge a fee
with regard to such an exchange. Information about such charges will be supplied
by the Participating Organization.

A Shareholder wishing to exchange Class A Shares purchased directly
from the Eureka Funds may do so by contacting the Eureka Funds at (888) 890-8121
or by providing instructions to the Transfer Agent. If not selected on the
Account Registration form, the Shareholder will automatically receive exchange
privileges. A Shareholder wishing to exchange Class A Shares purchased through a
Participating Organization or Bank may do so by contacting the Participating
Organization or Bank. If an exchange request in good order is received by the
Distributor or the Transfer Agent by 4:00 p.m. (Eastern time) on any Business
Day, the exchange usually will occur on that day. Any Shareholder who wishes to
make an exchange should obtain and review a prospectus describing the Fund and
class of Shares which he or she wishes to acquire before making the exchange.
The exchange privilege may be exercised only in those states where the class of
Shares of such other Fund may legally be sold. The Eureka Funds reserve the
right to change the terms and conditions of the exchange privilege discussed
herein upon sixty days' written notice.

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<PAGE> 72

AUTO EXCHANGE

Eureka Funds Auto Exchange enables Shareholders to make regular,
automatic withdrawals from Class A Shares of a Money Market Fund and use those
proceeds to benefit from dollar-cost-averaging by automatically making purchases
of shares of another Eureka Fund. With shareholder authorization, the Transfer
Agent will withdraw the amount specified (subject to the applicable minimums)
from the Shareholder's Money Market Fund account and will automatically invest
that amount in Class A Shares of the Fund designated by the Shareholder. In
order to participate in the Auto Exchange, Shareholders must have a minimum
beginning balance of $10,000 in their Money Market Fund account and are still
subject to minimum account balance requirements as described below.

REDEMPTION OF SHARES

Shareholders may redeem their Class A Shares without charge on any day
that net asset value is calculated (see "VALUATION OF SHARES") and Shares may
ordinarily be redeemed by mail or by telephone. However, all or part of a
Customer's Shares may be required to be redeemed in accordance with instructions
and limitations pertaining to his or her account held by a Participating
Organization or Bank. For example, if a Customer has agreed to maintain a
minimum balance in his or her account, and the balance in that account falls
below that minimum, the Customer may be obliged to redeem, or the Participating
Organization or Bank may redeem for and on behalf of the Customer, all or part
of the Customer's Shares to the extent necessary to maintain the required
minimum balance.

Each Fund reserves the right to redeem a shareholder's Class A Shares
if the Shareholder does not maintain a balance of $1,000 in the Class A Shares
of that Fund.

REDEMPTION BY MAIL

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<PAGE> 73

bank designated on the Account Registration Form of such Shareholder(s). The
Distributor reserves the right to reject any signature guarantee if (1) it has
reason to believe that the signature is not genuine, (2) it has reason to
believe that the transaction would otherwise be improper, or (3) the guarantor
institution is a broker or dealer that is neither a member of a clearing
corporation nor maintains net capital of at least $100,000. A signature
notarized by a notary public will not be accepted as a signature guarantee.
Proceeds may be mailed to the address of record or sent electronically or mailed
to a previously designated bank account without a signature guarantee. See
"Redemption by Telephone" for further discussion regarding sending proceeds to
your bank account.

REDEMPTION BY TELEPHONE

TELEPHONE PROCEDURES

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<PAGE> 74

only to the address of record or to a previously authorized bank account. If,
due to temporary adverse conditions, Shareholders are unable to effect telephone
transactions, Shareholders may mail redemption requests to the Eureka Funds.

CHECK WRITING SERVICE

Shareholders of Class A Shares of a Money Market Fund may write checks
in the amount of $500 or more, against their Fund account. A Shareholder will
receive a supply of checks after a signed signature card is received. A check
may be made payable to any person, and the Shareholder's account will continue
to earn dividends until the check clears. Because of the difficulty of
determining in advance the exact value of a Fund account, a Shareholder may not
use a check to close his or her account. The Eureka Funds reserve the right to
charge a Shareholder's account a fee for stopping payment of a check upon the
Shareholder's request or if the check cannot be honored because of insufficient
funds or other valid reasons.

AUTO WITHDRAWAL PLAN

Eureka Funds Auto Withdrawal Plan enables Shareholders to make regular
redemptions of Class A Shares of a Fund. With Shareholder authorization, the
Transfer Agent will automatically redeem Class A Shares at the net asset value
of the applicable Fund on the dates of withdrawal and have the amount specified
transferred according to the instructions of the Shareholder. To participate in
the Auto Withdrawal Plan Shareholders must have at least $10,000 in the Fund
selected and must maintain a minimum account balance of $1,000 in the Fund. The
minimum required withdrawal is $100 monthly. The purchase of additional Class A
Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities.

To participate in the Auto Withdrawal Plan, Shareholders should
complete the appropriate section of the Account Registration Form or submit a
written request (with a signature guarantee) to the Transfer Agent. For a
Shareholder to change the Auto Withdrawal instructions or to discontinue the
feature, the request must be made in writing to the Eureka Funds, P.O. Box
182792, Columbus, Ohio 43218-2792. The Auto Withdrawal Plan may be amended or
terminated without notice at any time by the Distributor.

PAYMENTS TO SHAREHOLDERS

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<PAGE> 75

to honor requests for payment within two Business Days, unless it would be
disadvantageous to the Eureka Funds or the Shareholders of the particular Fund
to sell or liquidate portfolio securities in an amount sufficient to satisfy
requests for payments in that manner. The Money Market Funds will attempt to
honor requests from Shareholders for same day payment upon redemption of Shares
if the request for redemption is received by the Transfer Agent before 1:00 p.m.
Eastern time, on a Business Day or, if the request for redemption is received
after 1:00 p.m. Eastern time, to honor requests for payment on the next Business
Day, unless it would be disadvantageous to the Fund or its Shareholders to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in that manner.

Due to the relatively high cost of handling small investments, the
Eureka Funds reserve the right to redeem, at net asset value, the Shares in an
account with a value of less than $1,000. Accordingly, an investor purchasing
Shares of a Fund in only the minimum investment amount may be subject to such
involuntary redemption if he thereafter redeems some of his Shares. Before the
Eureka Funds exercises its right to redeem such Shares, the Shareholder will be
given notice that the value of his Shares of a Fund is less than the minimum
amount and will be allowed 60 days to make an additional investment to increase
the value of the account to at least $1,000.

DIVIDENDS AND TAXES

Each Fund will be treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify for treatment as a "regulated investment
company" under the Internal Revenue Code of 1986 (the "Code"). If qualified, a
Fund will not have to pay federal taxes on amounts it distributes to
Shareholders. Regulated investment companies are subject to a federal excise tax
if they do not distribute substantially all of their income on a timely basis.

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<PAGE> 76

Each Fund intends to avoid paying federal income and excise taxes by timely
distributing substantially all its net income and net realized capital gains.

Shareholders will be advised at least annually as to the amount and
federal income tax character of distributions made during the year.

The amount of dividends payable with respect to the Trust Shares will
exceed dividends on Class A Shares due to the Distribution and Shareholder
Services Plan fee applicable to Class A Shares.

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<PAGE> 77

canceled and will be held in a non-interest bearing account pending further
instructions from the Shareholder.

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<PAGE> 78

MANAGEMENT OF THE EUREKA FUNDS

TRUSTEES

INVESTMENT ADVISER

SBCL serves as Investment Adviser of each Fund. SBCL is a wholly-owned
subsidiary of The Sanwa Bank, Limited, of Japan. Its principal offices are
located at 601 South Figueroa Street, Los Angeles, California 90017.

Under an investment advisory agreement between the Eureka Funds and
SBCL, the fee payable to SBCL by each Fund for investment advisory services is
the lesser of: (a) a fee computed daily and paid monthly at the annual rate of
thirty one-hundredths of one percent (0.30%) of the Prime Money Market Fund's
average daily net assets; twenty one-hundredths of one percent (0.20%) of the
U.S. Treasury Obligations Fund's average daily net assets; sixty one-hundredths
of one percent (0.60%) of the Investment Grade Bond Fund's average daily net
assets; ninety one-hundredths of one percent (0.90%) of the Global Asset
Allocation Fund's average daily net assets; and seventy five one-hundredths of
one percent (0.75%) of the Equity Fund's average daily net assets, or (b) such
fee as may from time to time be agreed upon by the Eureka Funds and SBCL. The
fee agreed to from time to time by the Eureka Funds and SBCL may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the Fund during the period when such agreed upon lower fee is in
effect.

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<PAGE> 79

personal and institutional fixed income assets, including approximately $100
million in commingled bond funds.

Richard Weiss, Chief Investment Officer and Senior Vice President of
SBCL, and Brian Garbe, Director of Investment Research & Strategy and
Vice-President of SBCL, co- manage the Equity Fund and Global Asset Allocation
Fund. They have been with the SBCL since 1994, where they are responsible for
the investment management of approximately $1.2 billion in private and
institutional assets, including approximately $250 million in commingled equity
and international funds.

Mr. Garbe earned a master of business administration and a bachelor of
science in applied mathematics from the University of California at Los Angeles.

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<PAGE> 80

ADMINISTRATOR AND DISTRIBUTOR

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services, is
the administrator for each Fund and also acts as the Eureka Funds' principal
underwriter and distributor (the "Administrator" or the "Distributor") under
agreements approved by the Eureka Funds' Board of Trustees. BISYS Fund Services
is wholly owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New
Jersey 07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.

The Administrator generally assists in all aspects of a Fund's
administration and operation. Under an administration agreement between the
Eureka Funds and the Administrator, the fee payable by the Funds to the
Administrator for management administration services is the lesser of (a) a fee
computed at the annual rate, subject to a per Fund annual minimum of $75,000, of
twenty one-hundredths of one percent (0.20%) of the Fund's average daily net
assets up to $500 million; eighteen and one-half one-hundredths of one percent
(0.185%) of the Funds' average daily net assets in excess of $500 million up to
$1 billion; seventeen and one-half one-hundredths of one percent (0.175%) of the
Funds' average daily net assets in excess of $1 billion or (b) such fee as may
from time to time be agreed upon by the Eureka Funds and the Administrator. A
fee agreed to from time to time by the Eureka Funds and the Administrator may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the Fund during the period when such agreed upon lower fee is in
effect.

SERVICE PLAN

Under the Service Plan, a Fund will pay a monthly service fee to BISYS
Fund Services ("BISYS") as compensation for services in connection with the
Service Plan at an annual rate equal to twenty-five one-hundredths of one
percent (0.25%) of the average daily net assets of Class A Shares of each Fund.
BISYS may periodically waive all or a portion of the fee with respect to a Fund.
BISYS may use the service fee to pay banks, other financial institutions and
intermediaries, broker-dealers, SBCL and SBCL's affiliates and subsidiaries
compensation for services or reimbursement of expenses incurred in connection
with the provision of administrative services or to provide administrative
services to the holders of Class A Shares. All payments by BISYS for services
under the Service Plan will be made pursuant to an agreement (a "Service
Agreement") between BISYS and such bank, financial institution or intermediary,
broker-dealer, or affiliate or subsidiary ("Participating Organization"). A
Service Agreement will relate to the provision of administrative services to the
Participating Organization's customers owning a Fund's Class A Shares. Under the
Service Plan, a Participating Organization may include SBCL or a subsidiary bank
or nonbank affiliates, or the subsidiaries or affiliates of those banks. A
Service Agreement entered into with a bank (or any of its subsidiaries or
affiliates) will contain a representation that the bank

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<PAGE> 81

(or subsidiary or affiliate) believes that it possesses the legal authority to
perform the services contemplated by the Service Agreement without violation of
applicable banking laws (including the Glass-Steagall Act) and regulations.

EXPENSES

DISTRIBUTION PLAN

The Eureka Funds' Class A Shares are sold on a continuous basis by the
Distributor under a Distribution Agreement. Under the Distribution Plan, a Fund
will pay a monthly distribution fee to the Distributor as compensation for its
services in connection with the Distribution Plan at an annual rate equal to
twenty-five one-hundredths of one percent (0.25%) of the average daily net
assets of Class A Shares of each Fund. The Distributor may periodically waive
all or a portion of the fee with respect to a Fund in order to increase the net
investment income of the Fund available for distribution as dividends. The
Distributor may use the distribution fee to provide distribution assistance with
respect to a Fund's Class A Shares or to provide shareholder services to the
holders of such Shares. The Distributor may also use the distribution fee (i) to
pay financial institutions and intermediaries (such as insurance companies and
investment counselors but not including banks), broker-dealers, and the
Distributor's affiliates and subsidiaries compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
(ii) to pay banks, other financial institutions and intermediaries,
broker-dealers, and the Distributor's affiliates and subsidiaries compensation
for services or reimbursement of expenses incurred in connection with the
provision of shareholder services. All payments by the Distributor for
distribution assistance or shareholder services under the Distribution Plan will
be made pursuant to an agreement (a "Servicing Agreement") between the
Distributor and such bank, other financial institution or intermediary,
broker-dealer, or affiliate or subsidiary of the Distributor ("Participating
Organizations"). A Servicing Agreement will relate to the provision of
distribution assistance in connection with the distribution of a Fund's Class A
Shares to the

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<PAGE> 82

Participating Organization's customers on whose behalf the investment in such
Shares is made and/or to the provision of shareholder services to the
Participating Organization's customers owning a Fund's Class A Shares. Under the
Distribution Plan, a Participating Organization may include SBCL or a subsidiary
bank or nonbank affiliates, or the subsidiaries or affiliates of those banks. A
Servicing Agreement entered into with a bank (or any of its subsidiaries or
affiliates) will contain a representation that the bank (or subsidiary or
affiliate) believes that it possesses the legal authority to perform the
services contemplated by the Servicing Agreement without violation of applicable
banking laws (including the Glass-Steagall Act) and regulations.

The distribution fee will be payable without regard to whether the
amount of the fee is more or less than the actual expenses incurred in a
particular year by the Distributor in connection with distribution assistance or
shareholder services rendered pursuant to the Servicing Agreements entered into
under the Distribution Plan. If the amount of the distribution fee is greater
than the Distributor's actual expenses incurred in a particular year (and the
Distributor does not waive that portion of the distribution fee), the
Distributor will realize a profit in that year from the distribution fee. If the
amount of the distribution fee is less than the Distributor's actual expenses
incurred in a particular year, the Distributor will realize a loss in that year
under the Distribution Plan and will not recover from a Fund the excess of
expenses for the year over the distribution fee, unless actual expenses incurred
in a later year in which the Distribution Plan remains in effect were less than
the distribution fee paid in that later year.

The Distribution Plan also contains a so-called "defensive" provision
applicable to all classes of Shares. Under this defensive provision to the
extent that any payment made to the Administrator, including payment of
administration fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Shares issued by the Eureka Funds
within the context of Rule 12b-1 under the 1940 Act, such payment shall be
deemed to be authorized by the Distribution Plan.

The Distributor, at its expense, may provide promotional incentives to
dealers in connection with sales of shares of the Eureka Funds. In some
instances, compensation or promotional incentives may be offered to certain
dealers whose representatives have sold or are expected to sell a significant
amount of such shares. Compensation and incentives may include, but are not
limited to, cash, merchandise, trips and financial assistance to dealers in
connection with conferences, sales or training programs for invited sales
personnel, payment for travel expenses (including meals and lodging) incurred by
sales personnel and members of their families or other invited guests to various
locations for such seminars or training programs, seminars for the public,
advertising and sales campaigns regarding one or more of the Eureka Funds, and
other events sponsored by dealers.

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<PAGE> 83

BANKING LAWS

GENERAL INFORMATION

DESCRIPTION OF THE EUREKA FUNDS AND ITS SHARES

The Eureka Funds was organized as a Massachusetts business trust on
April 7, 1997. There are an unlimited number of authorized Shares of beneficial
interest of the Eureka Funds which may, without Shareholder approval, be divided
into an unlimited number of series of such Shares, and which are presently
divided into five series of Shares, one for each of the following Funds: the
Prime Money Market Fund, the U.S. Treasury Obligations Fund, the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund. Each
Fund offers to the public two classes of shares: Class A and Trust Shares. Each
Share represents an equal proportionate interest in a Fund with other Shares of
the same series and class, and is entitled to such dividends and distributions
out of the income earned on the assets belonging to that Fund as are declared at
the discretion of the Trustees (see "Miscellaneous" below).

Shareholders are entitled to one vote per Share (with proportional
voting for fractional Shares) on such matters as Shareholders are entitled to
vote. Shareholders vote in the aggregate and not by series or class on all
matters except (i) when required by the 1940 Act, Shares shall be voted by
individual series, (ii) when the Trustees have determined that the matter
affects only the interests of a particular series or class, and (iii) only the
holders of Class A Shares will be entitled to vote on matters submitted to
Shareholder vote with regard to the Distribution Plan applicable to such class.

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<PAGE> 84

at which the holders of more than 50% of the votes attributable to the
Shareholders of record of the Eureka Funds or such Fund are represented in
person or by proxy, or (b) the holders of more than 50% of the outstanding votes
of Shareholders of the Eureka Funds or such Fund.

CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT

The Bank of New York serves as Custodian for the Eureka Funds.

BISYS Fund Services, Inc. serves as transfer agent for and provides
fund accounting services to the Eureka Funds.

OTHER CLASSES OF SHARES

In addition to Class A Shares, the Eureka Funds also offer Trust Shares
of each Fund. Trust Shares are offered to Sanwa Bank California and its
affiliates and other financial service providers approved by the Distributor for
the investment of funds for which they act in a fiduciary, advisory, agency,
custodial (other than for individual retirement accounts), or similar capacity.
Trust Shares are sold at net asset value and are not subject to a Distribution
Plan fee or a Service Plan fee. A salesperson or other person entitled to
receive compensation for selling or servicing the shares may receive different
compensation with respect to one particular class of shares over another in the
Fund. For further details regarding eligibility requirements for the purchase of
Trust Shares, contact your Sanwa Bank California representative.

PERFORMANCE INFORMATION

General. From time to time, a Money Market Fund's annualized "yield"
and "effective yield" and total return for Class A Shares may be presented in
advertisements, sales literature and shareholder reports. The "yield" of a Money
Market Fund is based upon the income

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<PAGE> 85

earned by the Fund over a seven-day period and then annualized, i.e. the income
earned in the period is assumed to be earned every seven days over a 52-week
period and is stated as a percentage of the investment. The "effective yield" of
a Money Market Fund is calculated similarly but when annualized, the income
earned by the investment is assumed to be reinvested in Shares of the Eureka
Funds and thus compounded in the course of a 52-week period. The effective yield
will be higher than the yield because of the compounding effect of the assumed
reinvestment.

From time to time performance information of the Investment Grade Bond
Fund, the Global Asset Allocation Fund and the Equity Fund showing its average
annual total return, aggregate total return, and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of a Fund. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of an investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Yield will be
computed by dividing the net investment income per Share for the Investment
Grade Bond Fund, the Global Asset Allocation Fund and the Equity Fund earned
during a recent 30-day period by that Fund's per Share maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the results.

The Investment Grade Bond Fund, the Global Asset Allocation Fund and
the Equity Fund may also calculate a distribution rate. Distribution rates will
be computed by dividing the distribution per Share of a class made by a Fund
over a twelve-month period by the maximum offering price per Share. The
distribution rate includes both income and capital gain dividends and does not
reflect unrealized gains or losses. The calculation of income in the
distribution rate includes both income and capital gain dividends and does not
reflect unrealized gains or losses, although a Fund may also present a
distribution rate excluding the effect of capital gains. The distribution rate
differs from the yield, because it includes capital items which are often
non-recurring in nature, and may include returns of principal, whereas yield
does not include such items. The Funds do not intend to publish distribution
rates in Fund advertisements but may publish such rates in supplemental sales
literature.

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<PAGE> 86

Prior Performance of the Investment Adviser

The Investment Adviser's composite performance data shown below were
calculated in accordance with required recommended standards of the Association
for Investment

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<PAGE> 87

Management and Research(1) ("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return basis and include all
dividends and interest, accrued income and realized and unrealized gains and
loses. All returns reflect the deduction of investment advisory fees, brokerage
commissions and execution costs paid by the Investment Adviser's institutional
private accounts, without provision for federal or state income taxes. Custodial
fees, if any, were not included in the calculation. The Investment Adviser's
composites include all actual, fee-paying, discretionary institutional, private
accounts managed by the Investment Adviser that have investment objectives,
policies, strategies and risks substantially similar to those of the Equity Fund
and the Investment Grade Bond Fund. Securities transactions are accounted for on
the trade date and accrual accounting is utilized. Cash and equivalents are
included in performance returns. The monthly returns of the Investment Adviser's
composites combine the individual accounts' returns by asset-weighting each
individual account's asset value as of the beginning of the month. Yearly
returns are calculated by geometrically linking the monthly returns.

- -------------
(1) AIMR is a non-profit membership and education organization with more than
30,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and
fair presentations by investment advisers of their performance results, and
(ii) ensure uniformity in reporting so that performance results of
investment advisers are directly comparable.

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<PAGE> 88

performance results. Investors should also be aware that the use of a
methodology different from that used below to calculate performance could result
in different performance data.

<TABLE>
EQUITY PERFORMANCE
<CAPTION>
INVESTMENT ADVISER'S EUREKA
EQUITY EQUITY S&P 500
YEAR COMPOSITE FUND INDEX(1)
---- --------- ---- --------
<S> <C> <C>
1988 10.20% 16.50%
1989 25.18% 31.43%
1990 4.03% -3.19%
1991 29.66% 30.55%
1992 3.12% 7.68%
1993 2.54% 10.00%
1994 0.75% 1.23%
1995 35.85% 37.50%
1996 22.60% 23.12%
1997(2) 23.47% 25.34%
1998(3) -- [ __%] [ __%]
Last Year(4) 30.12%
Last 5 Years(4) 17.38%
Last 10 Years(4) 15.03%
</TABLE>

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

(1) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.

(2) For the ten-month period through October 31, 1997.

(3) Aggregate total return for the Class A Shares of the Eureka Equity Fund
from commencement of operations on February 3, 1998 through September 30,
1998.

(4) Through October 31, 1997.

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<PAGE> 89

<TABLE>
INVESTMENT GRADE BOND PERFORMANCE

<CAPTION>
INVESTMENT ADVISER'S INVESTMENT LEHMAN LEHMAN
INVESTMENT GRADE GRADE GOVERNMENT/ AGGREGATE
YEAR BOND COMPOSITE BOND FUND CORPORATE BOND INDEX 1(1) INDEX(2)
- ---- -------------- --------- ------------------------- --------
<S> <C> <C> <C> <C>
1988 8.72% 7.59% 7.88%
1989 12.16% 14.24% 14.53%
1990 6.65% 8.28% 8.95%
1991 13.37% 16.13% 16.00%
1992 6.95% 7.58% 7.40%
1993 9.40% 10.97% 9.75%
1994 -5.26% -3.49% -2.92%
1995 16.58% 19.24% 18.48%
1996 0.22% 2.91% 3.61%
1997(3) 7.45% 8.04% 8.09%
1998(4) -- [__%] [__%] [__%]
Last Year(5) 8.05%
Last 5 Years(5) 5.65%
Last 10 Years(5) 7.60%
</TABLE>

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

(1) The Lehman Government/Corporate Bond Index includes the Government and
Corporate Bond indices. The Government Bond Index is made up of the
Treasury Bond Index (all public obligations of the U.S. Treasury, excluding
flower bonds and foreign-targeted issues) and the Agency Bond Index (all
publicly issued debt of U.S. Government agencies and quasi- federal
corporation, and corporate debt guaranteed by the U.S. Government). We have
also included the 1-3 year Government Index, composed of agency and
Treasury securities with maturities of one to three years, and the 20+ Year
Treasury Index, composed of Treasury issues with 20 years or more to
maturity. The Corporate Bond Index includes all publicly issued, fixed
rate, nonconvertible investment grade, dollar-denominated, SEC-registered
corporate debt. The Corporate Index sectors are industrial, finance,
utility, and Yankee. Also included among Yankees is debt issued or
guaranteed by foreign sovereign governments, municipalities, or
governmental or international agencies.

(2) The Lehman Aggregate Index includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at
least one year to maturity and an outstanding par value of at least $100
million. Intermediate indices include bonds with maturities of up to 10
years, and long-term indices include those with maturities of 10 years or
longer. Price, coupon, paydown, and total return are reported for all
sectors on a month-end to month-end basis. All returns are market
value-weighted inclusive of accrued interest.

(3) For the ten-month period through October 31, 1997.

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<PAGE> 90

(4) Aggregate total return for the Class A Shares of the Eureka Investment
Grade Bond Fund from commencement of operations on February 3, 1998 through
September 30, 1998

(5) Through October 31, 1997.

Prime Money Market Fund

The Employee Benefit Trust Money Market Fund E was not a registered
investment company as it was exempt from registration under the 1940 Act. Since,
in a practical sense, the common trust fund constitutes a "predecessor" of the
Fund, the Prime Money Market Fund calculates the performance for each Class of
the Fund for periods commencing prior to the transfer of the Employee Benefit
Trust Money Market Fund E's assets to the Prime Money Market Fund by including
the Employee Benefit Trust Money Market Fund E's total return adjusted to
reflect the deduction of fees and expenses, absent any waivers, applicable to
the Class A Shares of the Fund as stated in the footnotes to the Fee Table in
this Prospectus.

<TABLE>
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
THE PRIME MONEY MARKET FUND
<CAPTION>

AVERAGE ANNUAL TOTAL RETURN*
OCTOBER 31, 1997

FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 4.50% 4.62% 3.82% 5.19%

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

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<PAGE> 91

The above-mentioned performance data includes the performance of the
Employee Benefit Trust Money Market Fund E for the ten year period before the
Prime Money Market Fund commenced operations, adjusted to reflect the deduction
of fees and expenses, absent any waivers, applicable to the Class A Shares of
the Prime Money Market Fund. The Employee Benefit Trust Money Market Fund E was
not registered under the 1940 Act and therefore was not subject to certain
investment restrictions, limitations and diversification requirements imposed by
the 1940 Act and the Code. If the Employee Benefit Trust Money Market Fund E had
been subject to such requirements of the 1940 Act and the Code, its performance
may have been adversely affected. The investment objective, policies, guidelines
and restrictions of the Prime Money Market Fund are materially equivalent to the
investment objective, policies, guidelines and restrictions of the Employee
Benefit Trust Money Market Fund E.

* Figures were calculated pursuant to a methodology established by the SEC
and do not reflect the imposition of a sales load given that the Class A
Shares of the Prime Money Market Fund are not subject to a sales load.

YEAR 2000

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports describing the
investment operations their Fund(s) and annual financial statements audited by
independent public accountants.

Inquiries regarding the Eureka Funds may be directed in writing to the
Eureka Funds at the following address: The Eureka Funds, P.O. Box 182792,
Columbus, Ohio 43218-2792.

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<PAGE> 92

INVESTMENT ADVISER
Sanwa Bank California
Investment Management Department
601 S. Figueroa Street
Los Angeles, California 90017

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005

TRANSFER AGENT BISYS Fund
Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

AUDITORS
Ernst & Young LLP
10 West Broad Street
Columbus, Ohio 43215

CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286

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<PAGE> 93
CROSS REFERENCE SHEET

EUREKA FUNDS
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
Statement of Additional
Part B Item No. Information Caption
- --------------- -------------------

<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Additional Information -
Organization and Description of
Shares

13. Investment Objectives and Policies Investment Objective and Policies

14. Management of the Funds Management of Eureka Funds

15. Control Persons and Principal
Holders of Securities Miscellaneous

16. Investment Advisory and Other Services Management of Eureka Funds

17. Brokerage Allocation and Other Practices Management of the Eureka Funds

18. Capital Stock and Other Securities Valuation; Additional Purchase
and Redemption Information;
Management of Eureka Funds;
Additional Information
19. Purchase, Redemption and Pricing
of Securities Being Offered Valuation; Additional Purchase
and Redemption Information;
Management of Eureka Funds

20. Tax Status Additional Tax Information

21. Underwriters Management of Eureka Funds

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements
</TABLE>

B-1

<PAGE> 94

EUREKA FUNDS

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 1, 1999

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

This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses of the Eureka Prime Money Market Fund, the
Eureka U.S. Treasury Obligations Fund, the Eureka Investment Grade Bond Fund,
the Eureka Global Asset Allocation Fund, and the Eureka Equity Fund which are
dated February 1, 1999. This Statement of Additional Information is incorporated
by reference in its entirety into the Prospectuses. The Eureka Funds were
organized on April 7,1997 as the Sanwa Fund and changed their name to the
"Eureka Funds" prior to commencing operations. Copies of the Prospectuses may be
obtained by writing the Eureka Funds at P.O. Box 182792, Columbus, Ohio
43218-2792, or by telephoning toll free 888-890-8121.

<PAGE> 95

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
EUREKA FUNDS......................................................................................................1

INVESTMENT OBJECTIVE AND POLICIES.................................................................................1
Additional Information on Portfolio Instruments...............................................................1
Investment Restrictions......................................................................................19
Additional Information Regarding Fundamental Investment Restrictions.........................................20
Portfolio Turnover...........................................................................................21

VALUATION........................................................................................................22
Valuation of the Money Market Funds..........................................................................22
Valuation of the Investment Grade Bond Fund, the Global Asset Allocation Fund and the
Equity Fund.........................................................................................23
Valuation of International Securities........................................................................24

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...................................................................24
Matters Affecting Redemption.................................................................................25

ADDITIONAL TAX INFORMATION.......................................................................................25
General ....................................................................................................25
Additional Tax Information Concerning the Global Asset Allocation Fund.......................................27

MANAGEMENT OF THE EUREKA FUNDS...................................................................................28
Trustees and Officers........................................................................................28

Investment Adviser..................................................................................30
Portfolio Transactions.......................................................................................31
Glass-Steagall Act...........................................................................................34
Administrator................................................................................................35
Distributor..................................................................................................36
Custodian....................................................................................................37
Transfer Agent and Fund Accounting Services..................................................................37
Independent Auditors.........................................................................................37
Legal Counsel................................................................................................37

PERFORMANCE INFORMATION..........................................................................................38
Yields of the Money Market Funds.............................................................................38

Yields of the Variable NAV Funds....................................................................38
Calculation of Total Return..................................................................................40
Performance Comparisons......................................................................................41
</TABLE>

<PAGE> 96

<TABLE>
<CAPTION>
Page
----
<S> <C>
ADDITIONAL INFORMATION...........................................................................................42
Organization and Description of Shares.......................................................................42
Shareholder and Trustee Liability............................................................................43
Miscellaneous................................................................................................43

APPENDIX.........................................................................................................47
</TABLE>

B-ii

<PAGE> 97

STATEMENT OF ADDITIONAL INFORMATION

EUREKA FUNDS

Eureka Funds is an open-end management investment company. The Eureka
Funds consist of five series of units of beneficial interest ("Shares") offered
to the public, each representing interests in one of five separate investment
portfolios: the Eureka U.S. Treasury Obligations Fund (the "U.S. Treasury
Obligations Fund"), the Eureka Prime Money Market Fund (the "Prime Money Market
Fund" and together with the U.S. Treasury Obligations Fund, the "Money Market
Funds"), the Eureka Investment Grade Bond Fund (the "Investment Grade Bond
Fund"), the Eureka Global Asset Allocation Fund (the "Global Asset Allocation
Fund"), and the Eureka Equity Fund (the "Equity Fund"). Each Fund offers to the
public two classes of Shares: Class A Shares and Trust Shares. Most information
contained in this Statement of Additional Information expands on subjects
discussed in the Prospectuses. Capitalized terms not defined herein are defined
in the Prospectuses. An investment in Shares of a Fund should not be made
without first reading the applicable Prospectuses.

INVESTMENT OBJECTIVE AND POLICIES

Additional Information on Portfolio Instruments

The following policies supplement the information pertaining to
portfolio instruments of each Fund as set forth in the Prospectuses.

The Appendix to this Statement of Additional Information identifies
nationally recognized statistical ratings organizations ("NRSROs") that may be
used by Sanwa Bank California, the Eureka Funds' investment adviser ("SBCL"),
with regard to portfolio investments for the Funds and provides a description of
relevant ratings assigned by each such NRSRO. A rating by an NRSRO may be used
only where the NRSRO is neither controlling, controlled by, nor under common
control with the issuer of, or any issuer, guarantor, or provider of credit
support for, the instrument.

Asset-Backed Securities. Asset-backed securities are secured by company
receivables, home equity loans, truck or auto loans, leases, credit card
receivables and other securities backed by receivables or assets.

Offerings of Certificates for Automobile Receivables ("CARS") are
structured either as flow-through grantor trusts or as pay-through notes. CARS
structured as flow-through instruments represent ownership interests in a fixed
pool of receivables. CARS structured as pay-through notes are debt instruments
supported by the cash flows from the underlying assets. CARS may also be
structured as securities with fixed payment schedules which are generally issued
in multiple-classes. Cash-flow from the underlying receivables is directed first
to

<PAGE> 98

paying interest and then to retiring principal via paying down the two
respective classes of notes sequentially. Cash-flows on fixed-payment CARS are
certain, while cash-flows on other types of CARS issues depends on the
prepayment rate of the underlying automobile loans. Prepayments of automobile
loans are triggered mainly by automobile sales and trade-ins. Many people buy
new cars every two or three years, leading to rising prepayment rates as a pool
becomes more seasoned.

Certificates for Amortizing Revolving Debt ("CARDS") represent
participation in a fixed pool of credit card accounts. CARDS pay "interest only"
for a specified period. The CARDS principal balance remains constant during this
period, while any cardholder repayments or new borrowings flow to the issuer's
participation. Once the principal amortization phase begins, the balance
declines with paydowns on the underlying portfolio. Cash flows on CARDS are
certain during the interest-only period. After this initial interest-only
period, the cash flow will depend on how fast cardholders repay their
borrowings. Historically, monthly cardholder repayment rates have been
relatively fast. As a consequence, CARDS amortize rapidly after the end of the
interest-only period. During this amortization period, the principal payments on
CARDS depend specifically on the method for allocating cardholder repayments to
investors. In many cases, the investor's participation is based on the ratio of
the CARDS' balance to the total credit card portfolio balance. This ratio can be
adjusted monthly or can be based on the balances at the beginning of the
amortization period. In some issues, investors are allocated most of the
repayments, regardless of the CARDS' balance. This method results in especially
fast amortization.

Credit support for asset-backed securities may be based on the
underlying assets or provided by a third party. Credit enhancement techniques
include letters of credit, insurance bonds, limited guarantees (which are
generally provided by the issuer), senior-subordinated structures and over
collateralization.

Bankers' Acceptances and Certificates of Deposit. All of the Funds
except the U.S. Treasury Obligations Fund may invest in bankers' acceptances,
certificates of deposit, and demand and time deposits. Bankers' acceptances are
negotiable drafts or bills of exchange typically drawn by an importer or
exporter to pay for specific merchandise, which are "accepted" by a bank,
meaning, in effect, that the bank unconditionally agrees to pay the face value
of the instrument on maturity. Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank or a savings
and loan association for a definite period of time and earning a specified
return.

Bankers' acceptances will be those guaranteed by domestic and foreign
banks, if at the time of investment such banks have capital, surplus, and
undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements). Certificates of deposit and demand and
time deposits will be those of domestic and foreign banks and savings and loan
associations, if (a) at the time of investment they have capital, surplus, and
undivided profits in excess of $100,000,000 (as of the date of their most
recently

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published financial statements) or (b) the principal amount of the instrument is
insured in full by the Federal Deposit Insurance Corporation.

Collateralized Mortgage Obligations. Collateralized mortgage
obligations ("CMOs") are mortgage-related securities which are structured pools
of mortgage pass-through certificates or mortgage loans. CMOs are issued with a
number of classes or series which have different maturities and which may
represent interests in some or all of the interest or principal on the
underlying collateral or a combination thereof. CMOs of different classes are
generally retired in sequence as the underlying mortgage loans in the mortgage
pool are repaid. In the event of sufficient early prepayments on such mortgages,
the class or series of CMOs first to mature generally will be retired prior to
its maturity. Thus, the early retirement of a particular class or series of CMO
held by a Fund would have the same effect as the prepayment of mortgages
underlying a mortgage-backed pass-through security.

Certain debt securities such as, but not limited to, mortgage-backed
securities, CMOs and asset-backed securities, as well as securities subject to
prepayment of principal prior to the stated maturity date, are expected to be
repaid prior to their stated maturity dates. As a result, the effective maturity
of these securities is expected to be shorter than the stated maturity. For
purposes of calculating a Fund's weighted average portfolio maturity, the
effective maturity of such securities will be used.

CMOs include stripped mortgage securities, which are derivative
multi-class mortgage securities issued by agencies or instrumentalities of the
U.S. government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Stripped
mortgage securities are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving all of the interest from the mortgage assets (the interest-only or
"IO" class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to maturity. Generally,
the market value of the PO class is unusually volatile in response to changes in
interest rates. If the underlying mortgage assets experience greater than
anticipated prepayments of principal, the Fund may fail to fully recoup its
initial investment in these securities even if the security is rated in the
highest rating category.

Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not fully developed. Stripped mortgage
securities issued or guaranteed by the U.S. government and held by a Fund may be
considered liquid securities pursuant to guidelines established by the Board of
Trustees.

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Commercial Paper. Each Fund, except for the U.S. Treasury Obligations
Fund, may invest in commercial paper. Commercial paper consists of unsecured
promissory notes issued by corporations. Commercial paper usually has a maturity
of less than nine months and has a fixed rates of return.

The Prime Money Market Fund, the Investment Grade Bond Fund, and the
Global Asset Allocation Fund may purchase commercial paper designated as
"Section 4(2) paper," a term that includes debt obligations issued in reliance
on the "private placement" exemption from registration afforded by Section 4(2)
of the Securities Act of 1933. Section 4(2) paper is restricted as to
disposition under the Federal securities laws, and is frequently sold (and
resold) to institutional investors through or with the assistance of investment
dealers who make a market in the Section 4(2) paper. Certain transactions in
Section 4(2) paper may qualify for the registration exemption provided in Rule
144A under the Securities Act of 1933.

Common and Preferred Stock. Stocks represent shares of ownership in a
company. Generally, preferred stock has a specified dividend and ranks after
bonds and before common stocks in its claim on income for dividend payments and
on assets should the company be liquidated. After other claims are satisfied,
common stockholders participate in company profits on a pro rata basis; profits
may be paid out in dividends or reinvested in the company to help it grow.
Increases and decreases in earnings are usually reflected in a company's stock
price, so common stocks generally have the greatest appreciation and
depreciation potential of all corporate securities. While most preferred stocks
pay a dividend, the Funds may purchase preferred stock where the issuer has
omitted, or is in danger of omitting, payment of its dividend. Such investments
would be made primarily for their capital appreciation potential.

Foreign Currency Transactions. The Global Asset Allocation Fund may use
forward foreign currency exchange contracts. Forward foreign currency exchange
contracts involve an obligation to purchase or sell a specified currency at a
future date at a price set at the time of the contract. Forward currency
contracts do not eliminate fluctuations in the values of portfolio securities
but instead allow a Fund to establish a rate of exchange for a future point in
time. The Fund may use forward foreign currency exchange contracts to hedge
against movements in the value of foreign currencies (including the "ECU" used
in the European Community) relative to the U.S. dollar in connection with
specific portfolio transactions or with respect to portfolio positions. The Fund
may enter into forward foreign currency exchange contracts when deemed advisable
by SBCL under two circumstances. First, when entering into a contract for the
purchase or sale of a security, the Fund may enter into a forward foreign
currency exchange contract for the amount of the purchase or sale price to
protect against variations, between the date the security is purchased or sold
and the date on which payment is made or received, in the value of the foreign
currency relative to the U.S.
dollar or other foreign currency.

Second, when SBCL anticipates that a particular foreign currency may
decline relative to the U.S. dollar or other leading currencies, in order to
reduce risk, the Fund may enter into

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a forward contract to sell, for a fixed amount, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated in
such foreign currency. With respect to any forward foreign currency contract, it
will not generally be possible to match precisely the amount covered by the
contract and the value of the securities involved due to the changes in the
values of such securities resulting from market movements between the date the
forward contract is entered into and the date it matures. In addition, while
forward contracts may offer protection from losses resulting from declines in
the value of a particular foreign currency, they also limit potential gains
which might result from increases in the value of such currency. The Fund will
also incur costs in connection with forward foreign currency exchange contracts
and conversions of foreign currencies and U.S. dollars.

A separate account of a Fund consisting of liquid assets equal to the
amount of the Fund's assets that could be required to consummate forward
contracts entered into under the second circumstance, as set forth above, will
be established with the Fund's custodian. For the purpose of determining the
adequacy of the securities in the account, the deposited securities will be
valued at market or fair value. If the market or fair value of such securities
declines, additional cash or securities will be placed in the account daily so
that the value of the account will be equal the amount of such commitments by
the Fund.

Foreign Investment. The Funds, other than the U.S. Treasury Obligations
Fund, may invest in certain obligations or securities of foreign issuers.
Permissible investments include Eurodollar Certificates of Deposit ("ECDs")
which are U.S. dollar denominated certificates of deposit issued by branches of
foreign and domestic banks located outside the United States, Yankee
Certificates of Deposit ("Yankee CDs") which are certificates of deposit issued
by a U.S. branch of a foreign bank, denominated in U.S. dollars and held in the
United States, Eurodollar Time Deposits ("ETD's") which are U.S. dollar
denominated deposits in a foreign branch of a U.S. bank or a foreign bank, and
Canadian Time Deposits ("CTD's") which are U.S. dollar denominated certificates
of deposit issued by Canadian offices of major Canadian banks, Canadian
commercial paper, which is commercial paper issued by a Canadian corporation or
a Canadian counterpart of a U.S. corporation, and European commercial paper,
which is U.S. dollar denominated commercial paper of an issuer located in
Europe. The Funds may invest in foreign commercial paper, including Canadian and
European commercial paper as described above. The Prime Money Market Fund, the
Equity Fund and the Global Asset Allocation Fund may also purchase foreign
equity securities, including ADRs (sponsored and unsponsored), European
Depository Receipts ("EDRs") and Global Depository Receipts ("GDRs").

Investments in securities issued by foreign branches of U.S. banks,
foreign banks, or other foreign issuers, including American Depository Receipts
("ADRs") and securities purchased on foreign securities exchanges, may subject a
Fund to additional investment risks. Such risks include adverse political and
economic developments, possible seizure, currency blockage, nationalization or
expropriation of foreign investments, less stringent disclosure

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requirements, exchange control regulations, non-U.S. withholding taxes and the
adoption of other foreign governmental restrictions.

Additional risks include currency exchange risks, less publicly
available information, the risk that companies may not be subject to the
accounting, auditing and financial reporting standards and requirements of U.S.
companies, the risk that foreign securities markets may have less volume and
therefore may be less liquid and their prices more volatile than U.S.
securities, and the risk that custodian and brokerage costs may be higher.
Foreign issuers of securities or obligations are often subject to accounting
treatment and engage in business practices different from those respecting
domestic issuers of similar securities or obligations. Foreign branches of U.S.
banks and foreign banks may be subject to less stringent reserve requirements
than those applicable to domestic branches of U.S. banks. The Funds will acquire
such securities only when SBCL believes the risks associated with such
investments are minimal.

Futures Contracts and Related Options. The Investment Grade Bond Fund,
the Global Asset Allocation Fund, and the Equity Fund (the "Variable NAV Funds")
may invest in futures contracts and options thereon (interest rate futures
contracts or index futures contracts, as applicable). Positions in futures
contracts may be closed out only on an exchange which provides a secondary
market for such futures. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Thus, it may not be possible to close a futures position. In the event of
adverse price movements, a Fund would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if a Fund has
insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition, a
Fund may be required to make delivery of the instruments underlying futures
contracts it holds. The inability to close options and futures positions also
could have an adverse impact on a Fund's ability to effectively hedge.

Successful use of futures by the Funds is also subject to SBCL's
ability to correctly predict the direction the market will move. For example, if
a Fund has hedged against the possibility of a decline in the market adversely
affecting securities held by it and securities prices increase instead, a Fund
will lose part or all of the benefit to the increased value of its securities
which it has hedged because it will have approximately equal offsetting losses
in its futures positions. In addition, in some situations, if a Fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. A Fund may have to sell
securities at a time when it may be disadvantageous to do so.

The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the

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time of purchase, 10% of the value of the futures contract is deposited as
margin, a subsequent 10% decrease in the value of the futures contract would
result in a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15% decrease would
result in a loss equal to 150% of the original margin deposit, before any
deduction for the transaction costs, if the contract were closed out. Thus, a
purchase or sale of a futures contract may result in losses in excess of the
amount invested in the contract.

Utilization of futures transactions by a Fund involves the risk of loss
by a Fund of margin deposits in the event of bankruptcy of a broker with whom a
Fund has an open position in a futures contract or related option.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement, during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

The trading of futures contracts is also subject to the risk of trading
halts, suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal trading activity, which could at times make it difficult
to impossible to liquidate existing positions or to recover excess variation
margin payments.

Guaranteed Investment Contracts. Guaranteed investment contracts
("GICs") are issued by highly rated U.S. insurance companies. Under these
contracts, a Fund makes cash contributions to a deposit fund of the insurance
company's general account. The insurance company then credits interest to the
Fund on a monthly basis, which is based on an index (such as the Solomon
Brothers CD Index), but is guaranteed not to be less than a certain minimum
rate.

Illiquid and Restricted Securities. Some investments may be determined
by SBCL, under the supervision of the Board of Trustees, to be illiquid.
Securities may be deemed illiquid if the Fund cannot reasonably expect within
seven days to sell the securities for approximately the amount at which the Fund
values such securities. The sale of illiquid securities, if they can be sold at
all, generally will require more time and result in higher brokerage charges or
dealer discounts and other selling expenses than will the sale of liquid
securities such as securities eligible for trading on U.S. securities exchanges
or in over-the-

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counter markets. Moreover, restricted securities, which may be illiquid, often
sell, if at all, at a price lower than similar securities that are not subject
to restrictions on resale.

Illiquid securities include those that are subject to restrictions
contained in the securities laws of other countries. However, securities that
are freely marketable in the country where they are principally traded, but
would not be freely marketable in the United States, will not be considered
illiquid. Where registration is required, the Fund may be obligated to pay all
or part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time the Fund may be permitted
to sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell.

Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the Securities Act of 1933, including private placements,
repurchase agreements, commercial paper, foreign securities and corporate bonds
and notes. These instruments are often restricted securities because the
securities are sold in transactions not requiring registration. Institutional
investors generally will not seek to sell these instruments to the general
public, but instead will often depend either on an efficient institutional
market in which such unregistered securities can be readily resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.

Investment Company Securities. By investing in other investment
companies, a Fund becomes exposed to the risks of that investment company's
portfolio of securities. Securities of other investment companies will be
acquired by the Funds within the limits prescribed by the 1940 Act. As a
shareholder of another investment company, a Fund would bear, along with other
shareholders, its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the advisory
fees and other expenses the Fund bear directly in connection with its own
operations.

Investment Grade Debt Obligations. The Variable NAV Funds may invest in
"investment grade securities," which are securities rated in the four highest
rating categories of an NRSRO. It should be noted that debt obligations rated in
the lowest of the top four ratings (i.e., "Baa" by Moody's) are considered to
have some speculative characteristics and are more sensitive to economic change
than higher rated securities.

Under normal circumstances at least 80% of the Investment Grade Bond
Fund's assets will be invested in investment grade debt securities. The Fund
will only invest in securities that, at the time of initial investment, are
rated equal to or greater than BBB- by Standard & Poor's or Baa3 by Moody's. The
Fund will only invest in unrated debt securities should SBCL determine that the
security is of comparable quality to an investment grade issue. The Fund will
not invest in securities that, at the time of initial investment, do not meet
the above credit

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guidelines. Securities that are subsequently downgraded in quality below
investment grade by both Standard & Poor's and Moody's may continue to be held
in the portfolio, and will be sold only if SBCL believes it would be
advantageous to do so. Securities rated less than BBB- by Standard & Poor's and
Baa3 by Moody's are classified as non-investment grade securities. Such
securities carry a high degree of risk and are considered speculative by the
major credit ratings agencies. Credit quality in the non-investment grade bond
market can change suddenly and unexpectedly and even recently issued credit
rating may not fully reflect the actual risks posed by a particular
non-investment grade security.

Municipal Obligations. Municipal securities are debt securities issued
by a state, its political subdivisions, agencies, authorities and corporations.
Municipal securities include debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass transportation,
public utilities, schools, streets, and water and sewer works. Other public
purposes for which Municipal securities may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to loan to other public institutions and facilities.

Municipal securities include securities issued to finance various
private activities, including certain types of private activity bonds
("industrial development bonds" under prior law). These securities may be issued
by or on behalf of public authorities to obtain funds to provide certain
privately owned or operated facilities.

Municipal securities are generally classified as "general obligation"
or "revenue." General obligation securities are secured by the issuer's pledge
of its full credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source. Private activity bonds and
industrial development bonds that are municipal securities are in most cases
revenue bonds and generally do not constitute the pledge of the credit of the
issuer of such bonds.

Municipal notes are instruments issued by or on behalf of governments
and political sub-divisions thereof. Examples include: tax anticipation notes
("TANS"), which are short-term debt instruments issued by a municipality or
state to finance working capital needs of the issuer in anticipation of
receiving taxes on a future date; revenue anticipation notes ("RANS"), which are
short-term debt instruments issued by a municipality or state to provide cash
prior to receipt of expected non-tax revenues from a specific source; bond
anticipation notes ("BANS"), which are short-term debt instruments issued by a
municipality or state that will be paid off with the proceeds of an upcoming
bond issue; and tax revenue anticipation notes ("TRANS"), which are short-term
debt instruments issued by a municipality or state to finance working capital
needs in anticipation of receiving taxes or other revenues. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by "Fannie Mae" (the Federal National Mortgage Association)
or "Ginnie Mae" (the

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Government National Mortgage Association) at the end of the project construction
period. Tax-free commercial paper is an unsecured promissory obligation issued
or guaranteed by a municipal issuer.

Taxable municipal securities are municipal securities the interest on
which is not exempt from federal income tax. Taxable municipal securities may
include "private activity bonds" that are issued by or on behalf of states or
political subdivisions thereof to finance privately-owned or operated facilities
for business and manufacturing, housing, sports, and pollution control and to
finance facilities for charitable institutions. The payment of the principal and
interest on private activity bonds is not backed by a pledge of tax revenues,
and is dependent solely on the ability of the facility's user to meet its
financial obligations. Taxable municipal securities also may include remarketed
certificates of participation.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Municipal securities also include participation certificates in a
lease, an installment purchase contract, or a conditional sales contract ("lease
obligations") entered into by a state or political subdivision to finance the
acquisition or construction of equipment, land or facilities. Although lease
obligations are not general obligations of the issuer for which the state or
other governmental body's unlimited taxing power is pledged, certain lease
obligations are backed by a covenant to appropriate money to make the lease
obligation payments. However, under certain lease obligations, the state or
governmental body has no obligation to make these payments in future years
unless money is appropriated on a yearly basis. Although "non-appropriation"
lease obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. These securities
represent a relatively new type of financing that is not yet marketable as more
conventional securities. Certain investments in lease obligations may be
illiquid. Under guidelines established by the Board of Trustees, the following
factors will be considered when determining the liquidity of a lease obligation:
(1) the frequency of trades and quotes for the obligation; (2) the number of
dealers willing to purchase or sell the obligation and the number of potential
buyers; (3) the willingness of dealers to undertake to make a market in the
obligation; and (4) the nature of the marketplace trades.

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Options - Calls and Puts.

Calls. The Variable NAV Funds may write (sell) "covered" call options
and purchase options to close out options previously written by it. Such options
must be listed on a National Securities Exchange and issued by the Options
Clearing Corporation. The purpose of writing covered call options is to generate
additional income. This premium income will serve to enhance each Fund's total
return and will reduce the effect of any price decline of the security involved
in the option. Covered call options will generally be written on securities
which, in SBCL's opinion, are not expected to make any major price moves in the
near future but which, over the long term, are deemed to be attractive
investments for the Funds.

A call option gives the holder (buyer) the "right to purchase" a
security at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, the writer may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring the writer to deliver
the underlying security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by repurchasing an option
identical to that previously sold. To secure the writer's obligation to deliver
the underlying security in the case of a call option, a writer is required to
deposit in escrow the underlying security or other assets in accordance with the
rules of the Options Clearing Corporation. The Funds will write only covered
call options. This means that a Fund will only write a call option on a security
which it already owns.

The Variable NAV Funds will write call options only if they are
"covered" and may buy call options. In the case of a call option on a security,
the option is "covered" if the Fund owns the security underlying the call or has
an absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount as are held in a segregated account by its custodian)
upon conversion or exchange of other securities held by it. For a call option on
an index, the option is covered if the Fund maintains with its custodian cash or
cash equivalents equal to the contract value. A call option is also covered if
the Fund holds a call on the same security or index as the call written where
the exercise price of the call held is (i) equal to or less than the exercise
price of the call written, or (ii) greater than the exercise price of the call
written provided the difference is maintained by the Fund in cash or cash
equivalents in a segregated account with its custodian.

Fund securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with a Fund's
investment objectives. The writing of covered call options is a conservative
investment technique believed to involve relatively little risk (in contrast to
the writing of naked or uncovered options which the Funds will not do), but
capable of enhancing a Fund's total return. When writing a covered call option,
a Fund, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but retains
the risk of loss should the price of the security decline. Unlike owning
securities not subject to an option, a Fund does not have any control over the
point at which it may be required to sell the underlying securities, because

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it may be assigned an exercise notice at any time prior to the expiration of its
obligation as a writer. If a call option which a Fund has written expires, the
Fund will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, a Fund will realize a gain or
loss from the sale of the underlying security. The security covering the call
will be maintained in a segregated account by the Fund's custodian. A Fund does
not consider a security covered by a call to be "pledged" as that term is used
in its policy which limits the pledging or mortgaging of its assets.

The premium received is the market value of an option. The premium a
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, and the length of the option period. Once the decision to
write a call option has been made, SBCL, in determining whether a particular
call option should be written on a particular security, will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for the option. The premium received by a Fund for
writing covered call options will be recorded as a liability in a Fund's
statement of assets and liabilities. This liability will be readjusted daily to
the option's current market value, which will be the latest sale price at the
time at which the net asset value per share of a Fund is computed (close of the
New York Stock Exchange (the "NYSE")), or, in the absence of such sale, the
latest asked price (or, with respect to the Global Asset Allocation Fund, the
mean between the last bid and asked prices). The liability will be extinguished
upon expiration of the option, the purchase of an identical option in the
closing transaction, or delivery of the underlying security upon the exercise of
the option.

Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying security from being called,
or to permit the sale of the underlying security. Furthermore, effecting a
closing transaction will permit a Fund to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If a Fund desires to sell a particular security from its portfolio on
which it has written a call option, it will seek to effect a closing transaction
prior to, or concurrently with, the sale of the security. There is, of course,
no assurance that a Fund will be able to effect such closing transactions at a
favorable price. If a Fund cannot enter into such a transaction, it may be
required to hold a security that it might otherwise have sold, in which case it
would continue to be at market risk on the security. This could result in higher
transaction costs. A Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.

Call options written by a Fund will normally have expiration dates of
less than nine months from the date written. The exercise price of the options
may be below, equal to, or above the current market values of the underlying
securities at the time the options are written. From time to time, a Fund may
purchase an underlying security for delivery in accordance

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with an exercise notice of a call option assigned to it, rather than delivering
such security from its portfolio. In such cases, additional costs will be
incurred.

A Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. 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 repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by a Fund.

Puts. A put is a right to sell a specified security (or securities)
within a specified period of time at a specified exercise price. To the extent
consistent with its investment objective, the Variable NAV Funds may buy put
options and write secured put options.

The amount payable to a Fund upon its exercise of a "put" is normally
(i) the Fund's acquisition cost of the securities subject to the put (excluding
any accrued interest which the Fund paid on the acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period.

These options may relate to particular securities, financial
instruments, foreign currencies, stock or bond indices or the yield differential
between two securities, and may or may not be listed on a securities exchange
and may or may not be issued by the Options Clearing Corporation. Options
trading is a highly specialized activity that entails greater than ordinary
investment risks. In addition, unlisted options are not subject to the
protections afforded purchasers of listed options issued by the Options Clearing
Corporation, which performs the obligations of its members if they default.
Cross hedging is the use of options or forward contracts in one currency to
hedge against fluctuations in the value of securities denominated in a different
currency based on a belief that there is a pattern of correlation between the
two currencies. The Funds intend to enter into puts only with dealers, banks,
and broker-dealers which, in SBCL's opinion, present minimal credit risks.

Risk Factors Relating to Options. There are several risks associated
with transactions in put and call options. For example, there are significant
differences between the securities and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objectives. In addition, a liquid secondary market for particular
options, whether traded over-the-counter or on a national securities exchange
("Exchange") may be absent for reasons which include the following: there may be
insufficient trading interest in certain options, restrictions may be imposed by
an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or serie of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or one or more Exchanges
could, for

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economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that Exchange (or in that class or series
of options) would cease to exist, although outstanding options that had been
issued by the Options Clearing Corporation as a result of trades on that
Exchange would continue to be exercisable in accordance with their terms. In
addition, the success of a hedging strategy based on options transactions may
depend on the ability of SBCL to predict movements in the prices of individual
securities, fluctuations in markets and movements in interest rates.

Repurchase Agreements. Securities held by each of the Funds may be
subject to repurchase agreements. Under the terms of a repurchase agreement, a
Fund would acquire securities from member banks of the Federal Deposit Insurance
Corporation with capital, surplus, and undivided profits of not less than
$100,000,000 (as of the date of their most recently published financial
statements) and from registered broker-dealers which SBCL deems creditworthy
under guidelines approved by the Board of Trustees, subject to the seller's
agreement to repurchase such securities at a mutually agreed-upon date and
price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be
more or less than the rate on the underlying portfolio securities. The seller
under a repurchase agreement will be required to maintain the value of
collateral held pursuant to the agreement at not less than the repurchase price
(including accrued interest) and SBCL will monitor the collateral's value to
ensure that it equals or exceeds the repurchase price (including accrued
interest). In addition, securities subject to repurchase agreements will be held
in a segregated account.

If the seller were to default on its repurchase obligation or become
insolvent, a Fund holding such obligation would suffer a loss to the extent that
the proceeds from a sale of the underlying portfolio securities were less than
the repurchase price under the agreement, or to the extent that the disposition
of such securities held by the Fund were delayed pending court action.
Additionally, if the seller should be involved in bankruptcy or insolvency
proceedings, a Fund may incur delay and costs in selling the underlying security
or may suffer a loss of principal and interest if the Fund is treated as an
unsecured creditor and required to return the underlying security to the
seller's estate. Securities subject to repurchase agreements will be held by the
Eureka Funds' custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system. Repurchase agreements are considered to be
loans by a Fund under the Investment Company Act of 1940 (the "1940 Act").

Reverse Repurchase Agreements. As discussed in the Prospectuses, each
Fund may borrow funds for temporary purposes by entering into reverse repurchase
agreements in accordance with each Fund's investment restrictions. Pursuant to
such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase the
securities at a mutually agreed-upon date and price. Each Fund intends to enter
into reverse repurchase agreements only to avoid otherwise selling securities
during unfavorable market conditions to meet redemptions. At the time a Fund
enters into a reverse

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repurchase agreement, it will place in a segregated custodial account liquid
assets consistent with the Fund's investment restrictions having a value equal
to the repurchase price (including accrued interest), and will subsequently
monitor the account to ensure that such equivalent value is maintained. Such
assets will include U.S. government securities or other liquid high quality debt
securities or high grade debt securities. Reverse repurchase agreements involve
the risk that the market value of the securities sold by a Fund may decline
below the price at which it is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by a Fund under the 1940
Act.

Rights Offerings and Warrants to Purchase. The Variable NAV Funds may
participate in rights offerings and may purchase warrants, which are privileges
issued by corporations enabling the owners to subscribe to and purchase a
specified number of shares of the corporation at a specified price during a
specified period of time. Subscription rights normally have a short life span to
expiration. The purchase of rights or warrants involves the risk that the Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not exercised prior to the rights' and warrants'
expiration. Also, the purchase of rights and/or warrants involves the risk that
the effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security. A Fund will not invest more than 5% of its net assets, taken at market
value, in warrants, or more than 2% of its net assets, taken at market value, in
warrants not listed on the New York or American Stock Exchanges. Warrants
acquired by a Fund in units or attached to other securities are not subject to
this restriction.

Securities Lending. While the lending of securities may subject a Fund
to certain risks, such as delays or the inability to regain the securities in
the event the borrower was to default on its lending agreement or enter into
bankruptcy, the Fund will receive 100% collateral in the form of cash or U.S.
government securities. This collateral will be valued daily by SBCL and should
the market value of the loaned securities increase, the borrower will furnish
additional collateral to the Fund. During the time portfolio securities are on
loan, the borrower will pay the Fund any dividends or interest paid on such
securities. Loans are subject to termination by a Fund or the borrower at any
time. While a Fund will not have the right to vote securities on loan, the Funds
intend to terminate the loan and regain the right to vote if that is considered
important with respect to the investment. The Funds will only enter into loan
arrangements with broker-dealers, banks or other institutions which SBCL has
determined are creditworthy under guidelines established by the Board of
Trustees.

Short-Term Trading. Short-term trading involves the selling of
securities held for a short time, ranging from several months to less than a
day. The object of such short-term trading is to increase the potential for
capital appreciation and/or income of the Funds in order to take advantage of
what SBCL believes are changes in market, industry or individual company
conditions or outlook. Any such trading would increase the portfolio turnover
rate of the Funds and their transaction costs.

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Supranational Organizational Obligations. The Funds, other than the
U.S. Treasury Obligations Fund, may purchase debt securities of supranational
organizations such as the European Coal and Steel Community, the European
Economic Community and the World Bank, which are chartered to promote economic
development.

Swaps. Swap agreements (a common form of derivatives) are contracts
between parties in which one party agrees to make payments to the other party
based on the change in market value of a specified index or asset. In return,
the other party agrees to make payments to the first party based on the return
of a different specified index or asset. Although swap agreements entail the
risk that a party will default on its payment obligations the Funds will
minimize this risk by entering into agreements that mark to market no less
frequently than quarterly. Swap agreements also bear the risk that the Funds
will not be able to meet their obligations to the counterparty. This risk will
be mitigated by having the Funds invest in the specific asset for which they are
obligated to pay a return. Swap agreements may be considered illiquid and
therefore subject to a Fund's limitation on illiquid securities.

U.S. Government Obligations. The U.S. Treasury Obligations Fund will
invest exclusively in bills, notes and bonds issued or guaranteed by the U.S.
Treasury or agency obligations which are also supported by the full faith and
credit of the U.S. government. Each of the other Funds may invest in such
obligations and in other obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities. Such other obligations may
include those which are supported by the full faith and credit of the U.S.
government; others which are supported by the right of the issuer to borrow from
the Treasury; others which are supported by the discretionary authority of the
U.S. government to purchase the agency's obligations; and still others which are
supported only by the credit of the instrumentality. No assurance can be given
that the U.S. government would provide financial support to U.S.
government-sponsored agencies and instrumentalities if it is not obligated to do
so by law. A Fund will invest in the obligations of such agencies and
instrumentalities only when SBCL believes that the credit risk with respect
thereto is minimal.

U.S. Government Securities. U.S. government securities include
obligations issued or guaranteed as to payment of principal and interest by the
full faith and credit of the U.S. government, such as Treasury bills, notes,
bonds and certificates of indebtedness, and obligations issued or guaranteed by
the agencies or instrumentalities of the U.S. government, but not supported by
such full faith and credit. Obligations of certain agencies and
instrumentalities of the U.S. government, such as GNMA and the Export-Import
Bank of the United States, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of FNMA, are supported by the right of the
issuer to borrow from the Treasury; others are supported by the discretionary
authority of the U.S. government to purchase the agency's obligations; still
others, such as those of the Federal Farm Credit Banks, or the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the instrumentality.
No assurance can be given that the U.S. government would provide financial
support to U.S. government-sponsored agencies or instrumentalities if it is not
obligated to do so by law.

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U.S. government securities may include mortgage-backed pass-through
securities. Interest and principal payments (including prepayments) on the
mortgages underlying such securities are passed through to the holders of the
security. Prepayments occur when the borrower under an individual mortgage
repays the remaining principal before the mortgage's scheduled maturity date. As
a result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed pass-through securities are often subject to more
rapid prepayments of principal than their stated maturity would indicate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the realized yield or average life of a
particular issue of pass-through certificates. Prepayments are important because
of their effect on the yield and price of the securities. During periods of
declining interest rates, such prepayments can be expected to accelerate, and
the Funds would be required to reinvest the proceeds at the lower interest rates
then available. In addition, prepayments of mortgages which underlie securities
purchased at a premium may not have been fully amortized at the time the
obligation is repaid. As a result of these principal prepayment features,
mortgage-backed pass-through securities are generally more volatile investments
than other U.S. government securities.

"Zero coupon" U.S. government securities also tend to be more volatile
than other types of U.S. government securities. Zero coupon securities are debt
instruments that do not pay current interest and are typically sold at prices
greatly discounted from par value. The return on a zero coupon obligation, when
held to maturity, equals the difference between the par value and the original
purchase price.

Variable Amount Master Demand Notes. Variable amount master demand
notes, in which the Funds, except for the U.S. Treasury Obligations Fund, may
invest are unsecured demand notes that permit the indebtedness thereunder to
vary and provide for periodic adjustments in the interest rate according to the
terms of the instrument. They are also referred to as variable rate demand
notes. Because these notes are direct lending arrangements between the Fund and
the issuer, they are not normally traded. Although there may be no secondary
market in the notes, the Fund may demand payment of principal and accrued
interest at any time or during specified periods not exceeding one year,
depending upon the instrument involved, and may resell the note at any time to a
third party. The absence of such an active secondary market, however, could make
it difficult for a Fund to dispose of a variable amount master demand note if
the issuer defaulted on its payment obligations or during periods when the Fund
is not entitled to exercise their demand rights, and a Fund could, suffer a loss
to the extent of the default. While the notes are not typically rated by credit
rating agencies, issuers of variable amount master demand notes must satisfy the
criteria for commercial paper. SBCL will consider the earning power, cash flow,
and other liquidity ratios of the issuers of such notes and will continuously
monitor their financial status and ability to meet payment on demand. Where
necessary to ensure that a note is of "high quality," a Fund will require that
the issuer's obligation to pay the principal of the note be backed by an
unconditional bank letter or line of credit, guarantee or commitment to lend. In
determining dollar-weighted average portfolio maturity, a variable amount master
demand note will be deemed to have a

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maturity equal to the period of time remaining until the principal amount can be
recovered from the issuer through demand.

Variable and Floating Rate Notes. The Funds, other than the U.S.
Treasury Obligations Fund, may acquire variable and floating rate notes, subject
to each Fund's investment objective, policies, and restrictions. A variable rate
note is one whose terms provide for the adjustment of its interest rate on set
dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value. A floating rate note is one whose
terms provide for the adjustment of its interest rate whenever a specified
interest rate changes and which, at any time, can reasonably be expected to have
a market value that approximates its par value. Such notes are frequently not
rated by credit rating agencies; however, unrated variable and floating rate
notes purchased by a Fund will be determined by SBCL under guidelines
established by the Board of Trustees to be of comparable quality at the time of
purchase to rated instruments eligible for purchase under a Fund's investment
policies. In making such determinations, SBCL will consider the earning power,
cash flow and other liquidity ratios of the issuers of such notes (such issuers
include financial, merchandising, bank holding and other companies) and will
continuously monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by a Fund, it may resell a note at any time to a third party. The
absence of an active secondary market, however, could make it difficult for a
Fund to dispose of a variable or floating rate note in the event the issuer of
the note defaulted on its payment obligations and a Fund could, as a result or
for other reasons, suffer a loss to the extent of the default. Variable or
floating rate notes may be secured by bank letters of credit.

For purposes of the Money Market Funds, the maturities of the variable
and floating rate notes will be determined in accordance with Rule 2a-7 under
the 1940 Act.

When-Issued Securities. Each Fund may purchase securities on a
when-issued basis and may purchase and sell securities on a forward commitment
basis (i.e., for delivery beyond the normal settlement date at a stated price
and yield), including "TBA" (to be announced) purchase commitments. When a Fund
agrees to purchase securities on a when-issued or forward commitment basis, the
Fund's custodian will set aside cash or liquid portfolio securities equal to the
amount of the commitment in a separate account. Normally, the custodian will set
aside portfolio securities to satisfy the purchase commitment, and in such a
case, a Fund may be required subsequently to place additional assets in the
separate account in order to assure that the value of the account remains equal
to the amount of the Fund's commitment. It may be expected that any such Fund's
net assets will fluctuate to a greater degree when it sets aside portfolio
securities to cover such purchase commitments than when it sets aside cash.

When a Fund engages in when-issued or forward commitment transactions,
it relies on the seller to consummate the trade. Failure of the seller to do so
may result in the Fund

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incurring a loss or missing the opportunity to obtain a price considered to be
advantageous. In addition, the purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Each of the Funds does not
intend to purchase when-issued securities for speculative purposes but only in
furtherance of its investment objective.

Investment Restrictions

For each Fund the following investment restrictions are fundamental and
cannot be changed without approval of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of that Fund.

1. The Fund may lend or borrow money to the extent permitted by the
1940 Act or the rules or regulations thereunder, as such statute, rules
or regulations may be amended from time to time.

2. The Fund may pledge, mortgage or hypothecate any of its assets to
the extent permitted by the 1940 Act or the rules or regulations
thereunder, as such statute, rules or regulations may be amended from
time to time.

3. The Fund may issue senior securities to the extent permitted by the
1940 Act or the rules or regulations thereunder, as such statute, rules
or regulations may be amended from time to time.

4. The Fund may purchase securities of any issuer only when consistent
with the maintenance of its status as a diversified company under the
1940 Act or the rules or regulations thereunder, as such statute, rules
or regulations may be amended from time to time.

5. The Fund may not concentrate investments in a particular industry or
group of industries as concentration is defined under the 1940 Act, or
the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.

6. The Fund may underwrite securities to the extent permitted by the
1940 Act or the rules or regulations thereunder, as such statute, rules
or regulations may be amended from time to time.

7. The Fund may purchase or sell commodities, commodities contracts,
futures contracts, or real estate to the extent permitted by the 1940
Act or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.

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Additional Information Regarding Fundamental Investment Restrictions

The fundamental investment restrictions limit a Fund's ability to
engage in certain investment practices and purchase securities to the extent
permitted by, or consistent with, the 1940 Act. Relevant limitations of the 1940
Act are described below. Each Fund may be subject to more restrictive
non-fundamental investment policies. Non-fundamental investment policies may be
changed by the Board of Trustees.

The following 1940 Act descriptions are to assist the investor in
understanding the fundamental restrictions above, and are not themselves
fundamental.

Fundamental investment restriction (1). The 1940 Act presently limits a
Fund's ability to borrow to one-third of the value of its total assets.
Borrowing by a Fund allows it to leverage its portfolio, which exposes it to
certain risks. Leveraging exaggerates the effect of any increase or decrease in
the value of portfolio securities on a Fund's net asset value, and money
borrowed will be subject to interest costs (which may include commitment fees
and/or the cost of maintaining minimum average balances) which may or may not
exceed the interest received from the securities purchased with borrowed funds.

The 1940 Act also restricts the ability of any mutual fund to lend.
Under the 1940 Act, a Fund may only make loans if expressly permitted to do so
by the Fund's investment policies, and a Fund may not make loans to persons who
control or are under common control with the Fund. Thus, the 1940 Act
effectively prohibits a Fund from making loans to certain persons when conflicts
of interest or undue influence are most likely present. The Funds may, however,
make other loans which if made would expose shareholders to certain additional
risks.

Fundamental investment restriction (2). The 1940 Act limits a Fund's
ability to pledge, mortgage or hypothecate its assets to one-third of its
assets. To the extent that pledged assets are encumbered for more than seven
days such assets would be considered illiquid and, therefore, each Fund's use of
such techniques would be limited to 15% of its net assets (10% for the Money
Market Funds).

Fundamental investment restriction (3). The ability of a mutual fund to
issue senior securities is severely circumscribed by complex regulatory
constraints under the 1940 Act that restrict, for instance, the amount, timing,
and form of senior securities that may be issued. Because portfolio management
techniques involving the issuance of senior securities, such as the purchase of
securities on margin, short sales, or the writing of puts on portfolio
securities, are all techniques that involve the leveraging of a portfolio and
would not be consistent with the current SEC rules governing Money Market Funds.

Fundamental investment restriction (4). Under Section 5(b) of the 1940
Act, an investment company is diversified if, as to 75% of its total assets, no
more than 5% of the

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value of its total assets is invested in the securities of a
single issuer and no more than 10% of the issuer's voting securities is held by
the investment company. However, each of the Funds is subject to the "per
issuer" diversification requirements of the Internal Revenue Code of 1986
("Code") at the Fund's tax quarter-ends. Under the Code, the 5% "per issuer"
limit is applied only to 50% of a Fund's total assets (not 75% of total assets
as under the 1940 Act). However, no single issuer can exceed 25% of a Fund's
total assets under the Code as well as under the 1940 Act.

Fundamental investment restriction (5). "Concentration" is interpreted
under the 1940 Act to mean investment of 25% or more of a Fund's total assets in
a single industry. If a Fund were to "concentrate" its investments in a narrow
industry, investors would be exposed to greater risks because the Fund's
performance would be largely dependent on that segment's performance. None of
the Funds have reserved the right to concentrate in any industry.

Fundamental investment restriction (6). The 1940 Act prohibits a
diversified mutual fund from underwriting securities in excess of 25% of its
total assets.

Fundamental investment restriction (7). This restriction would permit
investment in commodities, commodities contracts, futures contracts, or real
estate to the extent permitted under the 1940 Act. However, it is unlikely, that
the Funds would make such investments. Each Fund would like the ability to
consider using these investment techniques in the future. Commodities, as
opposed to commodity futures, represent the actual underlying bulk goods, such
as grains, metals and food stuffs. Real estate-related instruments include real
estate investment trusts, commercial and residential mortgage-backed securities,
and real estate financings, and such instruments are generally sensitive to
factors such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Given the Funds' proposed
investment objective, the Funds do not expect to invest in these types of
investments; however, if a Fund did so invest, it would be exposed to these
types of risks associated with the underlying security.

Portfolio Turnover

The portfolio turnover rate for each Fund is calculated by dividing the
lesser of a Fund's purchases or sales of portfolio securities for the year by
the monthly average value of the portfolio securities. The calculation excludes
all securities whose maturities at the time of acquisition were one year or
less. High portfolio turnover rates will generally result in higher transaction
costs to the Funds and may result in higher levels of taxable realized gains
(including short-term capital gains generally taxed at ordinary income tax
rates) to a Fund's shareholders. The portfolio turnover rate may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of Shares. Portfolio turnover will not be a
limiting factor in making investment decisions.

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Because securities with maturities of less than one year are excluded
from the calculation of the portfolio turnover rate, the portfolio turnover rate
for each Money Market Fund is expected to be zero for regulatory and reporting
purposes.

VALUATION

The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
NYSE (generally 4:00 p.m. Eastern time) on each Business Day ("Valuation
Times"). The net asset value of each Money Market Fund is determined and its
Shares are priced as of 1:00 p.m. (Eastern time) and as of the close of regular
trading of the NYSE (generally 4:00 p.m., Eastern time) on each Business Day.
For each Money Market Fund, as used herein a "Business Day" constitutes (i) any
day on which the Federal Reserve Bank is open and the NYSE is open for trading
and (ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. For each other fund, a Business
Day is (i) any day on which the NYSE is open for trading and (ii) any other day
(other than a day during which no Shares are tendered for redemption and no
orders to purchase Shares are received) during which there is sufficient trading
in a Fund's portfolio instruments that the Fund's net asset value per share
might be materially affected. Net asset value per Share for purposes of pricing
sales and redemptions is calculated by determining the value of the class's
proportional interest in the securities and other assets of a Fund, less (i)
such class's proportional share of general liabilities and (ii) the liabilities
allocable only to such class, and dividing such amount by the number of relevant
class Shares outstanding. Currently, the NYSE is closed on the customary
national business holidays of New Year's Day, Martin Luther King, Jr., Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

Valuation of the Money Market Funds

The Money Market Funds use the amortized cost method of valuing their
securities. This involves valuing an instrument at its cost initially and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. This method may result in periods during which value,
as determined by amortized cost, is higher or lower than the price each Money
Market Fund would receive if it sold the instrument. The value of each Money
Market Fund's securities can be expected to vary inversely with changes in
prevailing interest rates.

Pursuant to Rule 2a-7, each Money Market Fund will maintain a
dollar-weighted average portfolio maturity appropriate to its objective of
maintaining a stable net asset value per Share, provided that the Fund will not
purchase any security with a remaining maturity of more than thirteen months
(securities subject to repurchase agreements may bear longer

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maturities) nor maintain a dollar-weighted average portfolio maturity which
exceeds 90 days. The Board of Trustees has also undertaken to establish
procedures reasonably designed, taking into account current market conditions
and each Money Market Fund's investment objective, to stabilize the net asset
value per Share for purposes of sales and redemptions at $1.00. These procedures
include review by the Trustees, at such intervals as they deem appropriate, to
determine the extent, if any, to which the net asset value per Share deviates
from $1.00 per Share. In the event such deviation exceeds one-half of one
percent, Rule 2a-7 requires the Board of Trustees to promptly consider what
action, if any, should be initiated. If the Board of Trustees determines that
the deviation from a $1.00 price per Share may result in material dilution or
other unfair results to Shareholders, it will take the appropriate steps to
eliminate or reduce these consequences to the extent reasonably practicable.
These steps may include selling portfolio instruments prior to maturity in order
to realize capital gains or losses to shorten the average portfolio maturity,
adjusting or withholding dividends or utilizing a net asset value per Share
determined by using available market quotations.

Valuation of the Investment Grade Bond Fund, the Global Asset Allocation Fund
and the Equity Fund

Portfolio securities for which market quotations are readily available
are valued based upon their current available bid prices in the principal market
(closing sales prices if the principal market is an exchange) in which such
securities are normally traded. Unlisted securities for which market quotations
are readily available will be valued at the current quoted bid prices. Other
securities and assets for which quotations are not readily available, including
restricted securities and securities purchased in private transactions, are
valued at their fair market value in SBCL's best judgment under procedures
established by, and under the supervision of the Eureka of Trustees. A Fund will
value its investments in mutual funds securities at the redemption price, which
is net asset value.

Among the factors considered in valuing portfolio securities held by
the Funds, are the existence of restrictions upon the sale of the security by
the Fund, the absence of a market for the security, the extent of any discount
in acquiring the security, the estimated time during which the security will not
be freely marketable, the expenses of registering or otherwise qualifying the
security for public sale, underwriting commissions if underwriting would be
required to effect a sale, the current yields on comparable securities for debt
obligations traded independently of any equity equivalent, changes in the
financial condition and prospects of the issuer, and any other factors affecting
fair market value. In making valuations, opinions of counsel may be relied upon
as to whether or not securities are restricted securities and as to the legal
requirements for public sale.

The Eureka Funds may use a pricing service to value certain portfolio
securities where the prices provided are believed to reflect the fair market
value of such securities. A pricing service would normally consider such factors
as yield, risk, quality, maturity, type of issue, trading characteristics,
special circumstances and other factors it deems relevant in determining

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valuations of normal institutional trading units of debt securities and would
not rely exclusively on quoted prices. The methods used by the pricing service
and the valuations so established will be reviewed by the Eureka Funds under the
general supervision of the Board of Trustees. Several pricing services are
available, one or more of which may be used by SBCL from time to time.

Investments in debt securities with remaining maturities of 60 days or
less may be valued based upon the amortized cost method.

Valuation of International Securities

Valuation of securities of foreign issuers is as follows: to the extent
sale prices are available, securities which are traded on a recognized stock
exchange, whether U.S. or foreign, are valued at the last sale price on that
exchange prior to the time when assets are valued or prior to the close of
regular trading hours on the NYSE. In the event that there are no sales, the
means between the last available bid and asked prices will be used. If a
security is traded on more than one exchange, the last sale price on the
exchange where the stock is primarily traded is used. An option or futures
contract is valued at the last sales price prior to 4:00 p.m. Eastern time, as
quoted on the principal exchange or board of trade on which such option or
contract is traded, or in the absence of a sale, the mean between the last bid
and asked prices prior to 4:00 p.m. Eastern time. In the event that application
of these methods of valuation results in a price for a security which is deemed
not to be representative of the market value of such security, the security will
be valued by, under the direction of or in accordance with a method specified by
the Board of Trustees as reflecting fair value. The amortized cost method of
valuation will be used with respect to debt obligations with sixty days or less
remaining to maturity unless SBCL under the supervision of the Board of Trustees
determines such method does not represent fair value. All other assets and
securities held by the Fund (including restricted securities) are valued at fair
value as determined in good faith by the Board of Trustees or by someone under
its direction. Any assets which are denominated in a foreign currency are
translated into U.S. dollars at the prevailing market rates.

Certain of the securities acquired by the Global Asset Allocation Fund
may be traded on foreign exchanges or over-the-counter markets on days on which
the Fund's net asset value is not calculated. In such cases, the net asset value
of the Fund's shares may be significantly affected on days when investors can
neither purchase nor redeem shares of the Fund.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Each class of Shares of the Funds are sold on a continuous basis by
BISYS Fund Services Limited Partnership d/b/a/ BISYS Fund Services. In addition
to purchasing Shares directly from BISYS Fund Services, Class A or Trust Shares
may be purchased through procedures established by BISYS Fund Services in
connection with the requirements of

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<PAGE> 121

accounts at SBCL, or SBCL's affiliated or correspondent banks. Customers
purchasing Shares of the Eureka Funds may include officers, directors, employees
of SBCL or SBCL's affiliated or correspondent banks, employees of BISYS Fund
Services or Trustees of the Eureka Funds.

Matters Affecting Redemption

The Eureka Funds may suspend the right of redemption or postpone the
date of payment for Shares during any period when (a) trading on the NYSE is
restricted by applicable rules and regulations of the Securities and Exchange
Commission, (b) the NYSE is closed for other than customary weekend and holiday
closings, (c) the Securities and Exchange Commission has by order permitted such
suspension, or (d) an emergency exists as a result of which (i) disposal by the
Eureka Funds of securities owned by it is not reasonably practical or (ii) it is
not reasonably practical for the Company to determine the fair market value of
its total net assets.

The Eureka Funds may redeem any class of Shares involuntarily if
redemption appears appropriate. See "Valuation of the Money Market Funds" above.

ADDITIONAL TAX INFORMATION

General

It is the policy of each of the Funds to qualify for the favorable tax
treatment accorded regulated investment companies (a "RIC") under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). By qualifying as
a RIC, each Funds expects to eliminate or reduce to a nominal amount its federal
income taxes.

In order to qualify as a RIC and to qualify for the favorable tax
treatment accorded RICs and their shareholders, a Fund must (a) derive at least
90% of its gross income from dividends, interest, payments with respect to
certain securities loans, and gains from the sale of stock, securities, and
foreign currencies, or other income (including but not limited to gains from
options, futures, or forward contracts) derived with respect to its business of
investing in such stock, securities, or currencies; (b) distribute each year at
least 90% of its dividend, interest (including tax-exempt interest), and certain
other income and the excess, if any, of its net short-term capital gains over
its net long-term capital losses; and (c) diversify its holdings so that, at the
end of each fiscal quarter (i) at least 50% of the market value of its assets is
represented by cash, cash items, U.S. government securities, securities of other
RICs, and other securities, limited in respect of any one issuer to a value not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities (other than those of the U.S.
government or other RICs) of any one issuer or of two or more issuers which the
Fund controls and which are engaged in the same, similar, or related trades or
businesses.

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<PAGE> 122

A non-deductible excise tax is imposed on RICs that do not distribute
in each calendar year (regardless of whether they have a non-calendar taxable
year) an amount equal to 98% of their "ordinary income" (as defined) for the
calendar year plus 98% of their capital gain net income for the 1-year period
ending on October 31 of such calendar year plus any undistributed amounts from
prior years. For the foregoing purposes, a Fund is treated as having distributed
any amount on which it is subject to income tax for any taxable year ending in
such calendar year. If distributions during a calendar year by a Fund were less
than the required amount, the Fund would be subject to a non-deductible excise
tax equal to 4% of the deficiency.

Each Fund will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of taxable dividends and other distributions paid to any
Shareholder who has provided either an incorrect taxpayer identification number
or no number at all, who is subject to withholding by the Internal Revenue
Service for failure properly to report payments of interest or dividends, or who
fails to provide a certified statement that he or she is not subject to "backup
withholding."

A Fund's transactions in futures contracts, options, and
foreign-currency-denominated securities, and certain other investment and
hedging activities of the Fund, will be subject to special tax rules (including
"mark-to-market," "straddle," "wash sale," "constructive sale" and "short sale"
rules), the effect of which may be to accelerate income to the Fund, defer
losses to the Fund, cause adjustments in the holding periods of the Fund's
assets, convert short-term capital losses into long-term capital losses, convert
long-term capital gains into short-term capital gains and otherwise affect the
character of the Fund's income. These rules could therefore affect the amount,
timing, and character of distributions to Shareholders. Income earned as a
result of these transactions would, in general, not be eligible for the
dividends received deduction or for treatment as exempt-interest dividends when
distributed to Shareholders. The Funds will endeavor to make any available
elections pertaining to these transactions in a manner believed to be in the
best interest of the Funds.

Investment by the Fund in "passive foreign investment companies" could
subject the Fund to federal income tax or other charge on the proceeds from the
sale of its investment in such a company; however, this tax can be avoided by
making an election to mark such investments to market annually or to treat the
passive foreign investment company as a "qualified electing fund."

A "passive foreign investment company" is any foreign corporation: (i)
75 percent or more of the income of which for the taxable year is passive
income, or (ii) the average percentage of the assets of which (generally by
value, but by adjusted tax basis in certain cases) that produce or are held for
the production of passive income is at least 50 percent. Generally, passive
income for this purpose means dividends, interest (including income equivalent
to interest), royalties, rents, annuities, the excess of gains over losses from
certain property transactions and commodities transactions, and foreign currency
gains. Passive income for this

B-26

<PAGE> 123

purpose does not include rents and royalties received by the foreign corporation
from active business and certain income received from related persons.

Although each Fund expects to qualify as a RIC and to be relieved of
all or substantially all Federal income taxes, depending upon the extent of
their activities in states and localities in which their offices are maintained,
in which their agents or independent contractors are located, or in which they
are otherwise deemed to be conducting business, the Funds may be subject to the
tax laws of such states or localities. If for any taxable year a Fund does not
qualify for the special federal tax treatment accorded a RIC, all of its taxable
income will be subject to federal income tax at regular corporate rates at the
Fund level (without any deduction for distributions to its Shareholders). In
addition, distributions to Shareholders will be taxed as ordinary income even if
the distributions are attributable to capital gains or exempt interest earned by
the Fund.

Information set forth in the Prospectuses and this Statement of
Additional Information which relates to federal taxation is only a summary of
some of the important federal tax considerations generally affecting purchasers
of Shares of the Funds. No attempt has been made to present a detailed
explanation of the federal income tax treatment of a Fund or its Shareholders
and this discussion is not intended as a substitute for careful tax planning.
Accordingly, potential purchasers of Shares of a Fund are urged to consult their
tax advisers. In addition, the tax discussion in the Prospectuses and this
Statement of Additional Information is based on tax laws and regulations which
are in effect on the date of the Prospectuses and this Statement of Additional
Information; such laws and regulations may be changed by legislative or
administrative action.

Additional Tax Information Concerning the Global Asset Allocation Fund

Dividends And certain interest income earned by the Global Asset
Allocation Fund from foreign securities may be subject to foreign withholding
taxes or other taxes. So long as more than 50% of the value of the Fund's total
assets at the close of any taxable year consists of stock or securities of
foreign corporations, the Fund may elect, for federal income tax purposes, To
treat certain foreign taxes paid by it, including generally any withholding
taxes and other foreign income taxes, as paid by its shareholders. It is
possible that the Global Asset Allocation Fund Will make this election in
certain years. The remaining Funds do not expect to be eligible to make this
election. If a fund makes the election, the amount of such foreign taxes paid by
a Fund will be included in its shareholders' income pro rata (in addition to
taxable distributions actually received by them). A shareholder's ability to
claim a foreign tax credit or deduction in respect of foreign taxes paid by the
Fund may be subject to certain limitations imposed by the Code, as a result of
which a shareholder may not get a full credit or deduction for the amount of
such taxes. Shareholders who do not itemize on their federal income tax returns
may claim a credit (but no deduction) for such foreign taxes.

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<PAGE> 124

The Global Asset Allocation Fund's transactions in foreign currencies
and hedging activities may give rise to ordinary income or loss to the extent
such income or loss results from fluctuations in value of the foreign currency
concerned. In addition, such activities will likely produce a difference between
book income and taxable income. This difference may cause a portion of a Fund's
income distributions to constitute a return of capital for tax purposes or
require the fund to make distributions exceeding book income to qualify as a
regulated investment company for tax purposes.

MANAGEMENT OF THE EUREKA FUNDS

Trustees and Officers

The Trustees and officers of each Fund, their current addresses, and
principal occupations during the past five years are as follows (if no address
is listed, the address is 3435 Stelzer Road, Columbus, Ohio 43219):

<TABLE>
<CAPTION>
Position with the
Name/Age Eureka Funds Principal Occupation
- -------- ------------ --------------------

<S> <C> <C>
Larry D. Layne* Trustee; Chairman of the Group Executive Vice President/Head
56 Board Relationship Banking Group - Sanwa
Bank California, 1992-Present

Kazuyoshi Kuwahata Trustee Vice Chairman - Sanwa Bank
California

Donald H. Livingstone Trustee Professor - Marriott School of Business,
55 1994-1997; Director -
Center for Entrepreneurship, 1994-1997;
Partner - Arthur Andersen LLP, 1976-
1995

Walter F. Beran Trustee Chairman - Pacific Alliance Group,
72 Present; Chairman - Optimatrix Health
Solutions, Inc., Present; Board Member -
Compensation Resource Group, Present;
Board Member -Fleetwood Enterprises,
Inc., Present; Board Member - Ventas,
Inc., Present; Retired - Ernst & Young,
1986
</TABLE>

B-28

<PAGE> 125

<TABLE>
<CAPTION>
Position with the
Name/Age Eureka Funds Principal Occupation
- -------- ------------ --------------------

<S> <C> <C>
David L. Buell Trustee Chairman and Chief Executive 61 Officer
-Prime Bank FEBRUARY 1998 to Present;
Owner (50%) - Prime, LLC, 1996-_____,
1998; Founder, Chairman & CEO -
Metrobank, 1978- 1996

Irimga McKay President Senior Vice President, July 1993 to
37 date, prior thereto First Vice President
of the Administrator and Distributor,
November 1988 to July 1993; Regional Vice
President, Continental Equities, June
1987 to November 1988; Assistant
Wholesaler, VMS Realty Partners (a real
estate limited partnership), May 1986 to
June 1987

Kandis Bates Vice President

Greg Maddox Vice President Director of BISYS Fund Services,
29 1991-Present

Martin R. Dean Treasurer Vice President of Administration and
35 Regulatory Services of BISYS Fund
Services (1994-Present); Senior Manger,
KPMG Peat Marwick LLP (1987-1994)
Paul Kane Secretary

Alaina V. Metz Assistant Secretary Chief Administrative Officer of BISYS
30 Fund Services - Blue Sky compliance
(1995-Present); Alliance Capital
Management, L.P. (1989-1995)
</TABLE>

The officers of the Eureka Funds receive no compensation directly from
the Eureka Funds for performing the duties of their offices. BISYS Fund Services
receives fees from the Eureka Funds for acting as Administrator and BISYS Fund
Services, Inc. receives fees from the Eureka Funds for acting as Transfer Agent
and for providing fund accounting services to the Eureka Funds.

B-29

<PAGE> 126

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

COMPENSATION TABLE1

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Total
Pension or Compensation
Aggregate Retirement Estimated from the
Compensation Benefits Accrued Annual Eureka
from the Eureka as Part of Fund Benefits upon Funds Paid to
Name of Person, Position Funds Expenses Retirement Directors
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Walter F. Beran, Trustee $ None None $
- --------------------------------------------------------------------------------------------------------------------------
David L. Buell, Trustee $ None None $
- --------------------------------------------------------------------------------------------------------------------------
Donald H. Livingstone, $ None None $
Trustee
- --------------------------------------------------------------------------------------------------------------------------
Larry Layne, Trustee -0- None None -0-
- --------------------------------------------------------------------------------------------------------------------------
Masaki Horioka2, Trustee -0- None None -0-
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 Compensation figures are for the fiscal year ENDED on September 30, 1998.
2 Masaki Horioka resigned as Trustee of the Eureka Funds effective September
25, 1998.

Investment Adviser

Investment advisory and management services are provided to each Fund
by SBCL pursuant to an Investment Advisory Agreement ("Advisory Agreement")
dated October 21, 1997.

The Advisory Agreement provides that SBCL shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Eureka Funds
in connection with the performance of such Advisory Agreement, except a loss
resulting from a breach of fiduciary duty under the 1940 Act 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 SBCL in the
performance of its duties, or from reckless disregard by SBCL of its
obligations and duties under the Advisory Agreement.

The Advisory Agreement will continue in effect until October 21, 2000,
and if not terminated, shall continue in effect as to a particular Fund for
successive periods of twelve months, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to the Advisory Agreement or
interested persons of any party to the Advisory Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the vote
of a majority of the Trust's Board of Trustees or by the vote of a majority of
the outstanding voting securities of such Fund. The Advisory Agreement is
terminable as to a particular Fund at any time on 60 days written notice,
without the payment of any penalty, by the Trust (by vote of the Trust's Board
of Trustees or by vote of a majority of the outstanding voting securities of
such Fund) or by SBCL. The Advisory Agreement will immediately terminate in the
event of its assignment, as defined in the 1940 Act.

B-30
<PAGE> 127

Under an investment advisory agreement between the Eureka Funds and
SBCL, the fee payable to SBCL by each Fund for investment advisory services is
the lesser of: (a) a fee computed daily and paid monthly at the annual rate of
thirty one-hundredths of one percent (0.30%) Of the Prime Money Market Fund's
average daily net assets; twenty one-hundredths of one percent (0.20%) Of the
U.S. Treasury Obligations Fund's average daily net assets; sixty one-hundredths
of one percent (0.60%) Of the Investment Grade Bond Fund's average daily net
assets; ninety one-hundredths of one percent (0.90%) Of the Global Asset
Allocation Fund's average daily net assets; and seventy five one-hundredths of
one percent (0.75%) Of the Equity Fund's average daily net assets, or (b) such
fee as may from time to time be agreed upon by the Eureka Funds and SBCL. The
fee agreed to from time to time by the Eureka Funds and SBCL may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the fund during the period when such agreed upon lower fee is in
effect.

For the period ended September 30, 1998, the Advisor received $_____
from the Prime Money Market Fund, $______ from the U.S. Treasury Obligations
Fund, $_______ from the Investment Grade Bond Fund, $______ from the Global
Asset Allocation Fund, and $______ from the Equity Fund.

Portfolio Transactions

Pursuant to the Advisory Agreement, SBCL determines, subject to the
general supervision of the Board of Trustees and in accordance with each Fund's
investment objective and restrictions, which securities are to be purchased and
sold by a Fund, and which brokers are to be eligible to execute portfolio
transactions. Purchases and sales of portfolio securities with respect to the
Funds usually are principal transactions in which portfolio securities are
purchased directly from the issuer or from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities generally
include (but not in the case of mutual fund shares purchased by the Funds) a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers may include the spread between the bid and
asked price. Transactions on stock exchanges involve the payment of negotiated
brokerage commissions. Transactions in the over-the-counter market are generally
principal transactions with dealers. With respect to the over-the-counter
market, the Eureka Funds, where possible, will deal directly with dealers who
make a market in the securities involved unless better price and execution are
available elsewhere. While SBCL generally seeks competitive spreads or
commissions, the Eureka Funds may not necessarily pay the lowest spread or
commission available on each transaction, for reasons discussed below.

Allocation of transactions, including their frequency, to various
dealers is determined by SBCL in its best judgment and in a manner deemed fair
and reasonable to Shareholders. The major consideration in allocating brokerage
business is the assurance that the best execution is being received on all
transactions. Brokerage will at times be allocated to firms

B-31

<PAGE> 128

that supply research, statistical data and similar services when the terms of
the transaction and the capabilities of different broker/dealers are consistent
with the guidelines set forth in Section 28(e) of the Securities Exchange Act of
1934. Information so received is in addition to, and not in lieu of, services
required to be performed by SBCL and does not reduce the advisory fees payable
to SBCL. Such information may be useful to SBCL in serving both the Eureka Funds
and other clients and, conversely, supplemental information obtained by the
placement of business of other clients may be useful to SBCL in carrying out its
obligations to the Eureka Funds.

Except as otherwise disclosed to the Shareholders of the Funds and as
permitted by applicable rules and regulations, SBCL will not execute portfolio
transactions on behalf of the Funds through, acquire portfolio securities issued
by, make savings deposits in, or enter into repurchase or reverse repurchase
agreements with SBCL, BISYS Fund Services, or their affiliates, and will not
give preference to SBCL's correspondents with respect to such transactions,
securities, savings deposits, repurchase agreements, and reverse repurchase
agreements.

Investment decisions for each Fund are made independently from those
for the other Funds or any other investment company or account managed by SBCL.
Other investment companies or accounts may also invest in the same securities as
the Eureka Funds. When a purchase or sale of the same security is made at
substantially the same time on behalf of a Fund and another Fund of the Eureka
Funds, investment company or account, the transaction will be averaged as to
price and available investments will be allocated as to amount in a manner which
SBCL believes to be equitable to the Fund(s) and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by a Fund or the size of the position obtained by a
Fund. To the extent permitted by law, SBCL may aggregate the securities to be
sold or purchased for a Fund with those to be sold or purchased for the other
Funds or for other investment companies or accounts in order to obtain best
execution. As provided by the Advisory Agreement, in making investment
recommendations for the Eureka Funds, SBCL will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
the Eureka Funds is a customer of SBCL or their parents, subsidiaries, or
affiliates, and, in dealing with their customers, SBCL and their parents,
subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by the Eureka Funds.

In determining when and to what extent to use Sanwa Securities (USA)
Company LP, Sanwa Futures LLC or any other affiliated broker-dealer as its
broker for executing orders for the Funds on securities exchanges, SBCL will
consider (if relevant) whether the compensation to be paid Sanwa Securities
(USA) Company LP, Sanwa Futures LLC or any other affiliated broker-dealer will
be (i) fair and reasonable, (ii) at least as favorable to the Funds as
commissions that would be charged by other qualified brokers having comparable
execution

B-32

<PAGE> 129
capabilities and (iii) at least as favorable as commissions contemporaneously
charged by Sanwa Securities (USA) Company LP, Sanwa Futures LLC or any other
affiliated broker-dealer on comparable transactions for its most favored
unaffiliated customers. The Funds do not consider it practicable or in the best
interests of their shareholders to solicit competitive bids for commission rates
on each transaction. However, the Board of Trustees, including a majority of the
Trustees who are not "interested persons" of Sanwa Securities (USA) Company LP,
Sanwa Futures LLC or any other affiliated broker-dealer within the meaning of
the 1940 Act, (i) has prescribed procedures designed to provide that the Funds
do not pay commissions that do not meet the standards described above, (ii)
reviews those procedures annually to determine whether they remain adequate and
(iii) considers quarterly whether or not the commissions charged by Sanwa
Securities (USA) Company LP, Sanwa Futures LLC or any other affiliated
broker-dealer have met the standards.

Brokerage services Sanwa Securities (USA) Company LP or Sanwa Futures
LLC provides to the Funds are also subject to Rule 11a2-2(T) under the
Securities Exchange Act of 1934, as amended. Rule 11a2-2(T) permits the Funds to
use Sanwa Securities (USA) Company LP or Sanwa Futures LLC as a broker provided
certain conditions are met. Among these requirements are that members of the
exchange not associated with Sanwa Securities (USA) Company LP or Sanwa Futures
LLC perform the floor brokerage element of portfolio transactions (that is,
execution on the exchange floor or through use of exchange facilities) that the
orders to such members be transmitted from off the exchange floor and that
neither Sanwa Securities (USA) Company LP, Sanwa Futures LLC nor an associated
person of Sanwa Securities (USA) Company LP or Sanwa Futures LLC participates in
the execution of the transaction after the order has been so transmitted. In
connection with transactions in which Sanwa Securities (USA) Company LP or Sanwa
Futures LLC acts as broker for the Funds, Sanwa Securities (USA) Company LP or
Sanwa Futures LLC, while not permitted to perform floor brokerage (which is
undertaken by members Sanwa Securities (USA) Company LP or Sanwa Futures LLC
selects who are not associated with that firm), still continues to bear
principal responsibility for determining important elements of overall execution
such as timing and order size, and also clears and settles such transactions.
Sanwa Securities (USA) Company LP or Sanwa Futures LLC pays the fees charged by
those persons performing the described floor brokerage elements. Sanwa
Securities (USA) Company LP or Sanwa Futures LLC will not trade directly with
the Funds in any transactions in which Sanwa Securities (USA) Company LP or
Sanwa Futures LLC or an affiliate acts as principal.

During the fiscal year ended september 30, 1998, the Investment Grade
Bond Fund paid aggregate brokerage commissions in the amount of $_____, the
Global Asset Allocation Fund paid aggregate brokerage commissions in the amount
of $_____, and the Equity Fund paid aggregate brokerage commissions in the
amount of $_____.

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<PAGE> 130
Glass-Steagall Act

In 1971, the United States Supreme Court held in Investment Company
Institute v. Camp that the Federal statute commonly referred to as the
Glass-Steagall Act prohibits a bank from operating a mutual fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in Board of Governors of the Federal Reserve System v.
Investment Company Institute that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a bank complied with
the restrictions imposed by the Board in its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to investment companies, a bank performing investment
advisory services for an investment company would not violate the Glass-Steagall
Act.

SBCL believes that they possess the legal authority to perform the
services for each Fund contemplated by the Advisory Agreement and described in
the Prospectuses and this Statement of Additional Information and has so
represented in the Advisory Agreement. Future changes in either federal or state
statutes and regulations relating to the permissible activities of banks or bank
holding companies and the subsidiaries or affiliates of those entities, as well
as further judicial or administrative decisions or interpretations of present
and future statutes and regulations, could prevent or restrict SBCL from
continuing to perform such services for the Eureka Funds. Depending upon the
nature of any changes in the services which could be provided by SBCL, the Board
of Trustees of the Eureka Funds would review the Eureka Funds' relationship with
SBCL and consider taking all action necessary in the circumstances.

Should future legislative, judicial, or administrative action prohibit
or restrict the proposed activities of SBCL or their affiliated and
correspondent banks (the "Banks") in connection with Customer's purchases of
Shares of the Eureka Funds, the Banks might be required to alter materially or
discontinue the services offered by them to Customers. It is not anticipated,
however, that any change in the Eureka Funds' method of operations would affect
its net asset value per Share or result in financial losses to any Customer.

B-34

<PAGE> 131
Administrator

BISYS Fund Services serves as administrator (the "Administrator") to
each Fund pursuant to the Administration Agreement dated as of October 21, 1997.
The Administrator assists in supervising operations of each Fund (other than
those performed by SBCL under the Advisory Agreement, those performed by The
Bank of New York under its custodial services agreements with the Eureka Funds,
and those performed by BISYS Fund Services, Inc. under its transfer agency ,
shareholder service and fund accounting agreements with the Eureka Funds). The
Administrator is a broker-dealer registered with the Securities and Exchange
Commission, and is a member of the National Association of Securities Dealers,
Inc. The Administrator provides financial services to institutional clients.

Under the Administration Agreement, the Administrator has agreed to
monitor the net asset value of the Money Market Funds, to maintain office
facilities for the Eureka Funds, to maintain the Eureka Funds' financial
accounts and records, and to furnish the Eureka Funds statistical and research
data and certain bookkeeping services, and certain other services required by
the Eureka Funds. The Administrator prepares annual and semi-annual reports to
the Securities and Exchange Commission, prepares federal and state tax returns,
prepares filings with state securities commissions, and generally assists in
supervising all aspects of the Eureka Funds' operations (other than those
performed by SBCL under the Advisory Agreement, and those performed by The Bank
of New York, under its custodial services agreements with the Eureka Funds, and
those performed by BISYS Fund Services, Inc. under its transfer agency ,
shareholder service and fund accounting agreements with the Eureka Funds). Under
the Administration Agreement, the Administrator may delegate all or any part of
its responsibilities thereunder.

Under the Administration Agreement, the Administrator receives a fee
from each Fund equal to the lesser of (a) a fee computed at the annual rate set
forth below, subject to a per Fund annual minimum of $75,000: twenty
one-hundredths of one percent (0.20%) of a Fund's average daily net assets up to
$500 million; eighteen and one-half one-hundredths of one percent (0.185%) of a
Fund's average daily net assets in excess of $500 million up to $1 billion; and
seventeen and one-half one-hundredths of one percent (0.175%) of a Fund's
average daily net assets in excess of $1 billion, or (b) such fee as may from
time to time be agreed upon by the Eureka Funds and the Administrator. A fee
agreed to from time to time by the Eureka Funds and the Administrator may be
significantly lower than the fee calculated at the annual rate and the effect of
such lower fee would be to lower a Fund's expenses and increase the net income
of the Fund during the period when such lower fee is in effect.

The Administration Agreement will continue until October 31, 2000.
Thereafter, the Administration Agreement shall be renewed automatically for
successive two year terms, unless written notice not to renew is given by the
non-renewing party to the other party at least 60 days prior to the expiration
of the then-current term. The Administration Agreement is terminable with
respect to a particular Fund only upon mutual agreement of the parties to the
Administration Agreement and for cause (as defined in the Administration
Agreement) by the

B-35

<PAGE> 132

party alleging cause, on not less than 60 days notice by the Eureka Funds' Board
of Trustees or by the Administrator.

The Administration Agreement provides that the Administrator shall not
be liable for any loss suffered by the Eureka Funds in connection with the
matters to which the Administration Agreement relates, except a loss, action or
error resulting from willful misfeasance, bad faith, or negligence in the
performance of its duties, or BY REASON OF reckless disregard by the
Administrator of its obligations and duties thereunder.

For the period ended September 30, 1998, the Administrator received
$_____ from the Prime Money Market Fund, $______ from the U.S. Treasury
Obligations Fund, $_______ from the Investment Grade Bond Fund, $______ from the
Global Asset Allocation Fund, and $______ from the Equity Fund.

Distributor

BISYS Fund Services serves as distributor to each Fund pursuant to a
Distribution Agreement dated October 21, 1997. The Distribution Agreement will
continue in effect for one-year periods if such continuance is approved at least
annually (i) by the Board of Trustees or by the vote of a majority of the
outstanding Shares of the Funds or Fund subject to such Distribution Agreement,
and (ii) by the vote of a majority of the Trustees who are not parties to such
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
party to such Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement may be terminated
in the event of any assignment, as defined in the 1940 Act.

For its services as Distributor, BISYS Fund Services is entitled to a
fee of 0.25% of the average daily net assets of Class A Shares of each Fund
payable under the Fund's Distribution Plan. For the period ended September 30,
1998, BISYS Fund Services received $________ with respect to the Class A Shares
of the Prime Money Market Fund, $________ with respect to the Class A Shares of
the U.S. Treasury Obligations Fund, $________ with respect to the Class A Shares
of the Investment Grade Bond Fund, $________ with respect to the Class A Shares
of the Global Asset Allocation Fund, and $________ with respect to the Class A
Shares of the Equity Fund.

The Distribution Plan was initially approved on October 21, 1997 by the
Board of Trustees, including a majority of the trustees who are not interested
persons of the Fund (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the Distribution Plan (the "Independent
Trustees"). The Distribution Plan provides for fees only upon the Class A Shares
of each Fund.

In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan
may be terminated with respect to any Fund by a vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding Class A
Shares of that Fund. The Distribution Plan

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may be amended by vote of the Board of Trustees, including a majority of the
Independent Trustees, cast in person at a meeting called for such purpose,
except that any change in the Distribution Plan that would materially increase
the distribution fee with respect to a Fund requires the approval of the holders
of that Fund's Class A Shares. The Board of Trustees will review on a quarterly
and annual basis written reports of the amounts received and expended under the
Distribution Plan (including amounts expended by the Distributor to
Participating Organizations pursuant to the Servicing Agreements entered into
under the Distribution Plan) indicating the purposes for which such expenditures
were made.

Custodian

The Bank of New York serves as the Eureka Funds' Custodian.

Transfer Agent and Fund Accounting Services

BISYS Fund Services, Inc. serves as transfer agent to each Fund
pursuant to a Transfer Agency Agreement. Under the Transfer Agency Agreement,
BISYS Fund Services, Inc. receives a fee from each Fund at the annual rate of
$15,000 in addition to various annual per account fees.

BISYS Fund Services, Inc. also provides fund accounting services to
each of the Funds pursuant to a Fund Accounting Agreement with the Eureka Funds.
Under the Fund Accounting Agreement, BISYS Fund Services, Inc. receives a fee
from each Fund at the annual rate of .03% of such Fund's average daily net
assets, subject to a minimum annual fee.

Independent Auditors

The financial information appearing in the Prospectuses under
"FINANCIAL HIGHLIGHTS" has been derived from financial statements of the Eureka
Funds incorporated by reference into this Statement of Additional Information
which have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report incorporated by reference herein, and are included in reliance
upon such report and on the authority of such firm as experts in auditing and
accounting. The address of Ernst & Young LLP, is 10 West Broad Street, Columbus,
Ohio 43215.

Legal Counsel

Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, DC 20005 serve as counsel to the Eureka Funds.

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PERFORMANCE INFORMATION

Yields of the Money Market Funds

As summarized in the Fund's Prospectuses under the heading "Performance
Information," the "yield" of each Money Market Fund for a seven-day period (a
"base period") will be computed by determining the "net change in value"
(calculated as set forth below) of a hypothetical account having a balance of
one share at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include the value of additional
shares purchased with dividends from the original share and dividends declared
on both the original share and any such additional shares, but will not include
realized gains or losses or unrealized appreciation or depreciation on portfolio
investments. Yield may also be calculated on a compound basis (the "effective
yield") which assumes that net income is reinvested in Fund shares at the same
rate as net income is earned for the base period.

The yield and effective yield of each Money Market Fund will vary in
response to fluctuations in interest rates and in the expenses of each Fund. For
comparative purposes the current and effective yields should be compared to
current and effective yields offered by competing financial institutions for
that base period only and calculated by the methods described above.

For the seven-day period ended September 30, 1998, the yield and
effective yield, of the Trust Shares and Class A Shares of the Prime Money
Market Fund and the U.S. Treasury Obligations Fund, calculated as described
above was as follows:

<TABLE>
<CAPTION>
Effective
Fund Class Yield Yield

<S> <C> <C> <C>
Prime Money Market Fund Trust % %

U.S. Treasury Obligations Fund Trust % %

Prime Money Market Fund Class A % %

U.S. Treasury Obligations Fund Class A % %

Yields of the Variable NAV Funds
</TABLE>

As summarized in the Prospectuses under the heading "Performance
Information," yields of the Variable NAV Funds will be computed by annualizing
net investment income per share for a recent 30-day period and dividing that
amount by the maximum offering price per

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<PAGE> 135

share (reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last trading day of that period, according to the following
formula:

a-b
30-Day Yield = 2[( ----- +1)6-1]
cd

In the above formula, "a" represents dividends and interest earned by a
particular class during the 30-day base period; "b" represents expenses accrued
to a particular class for the 30- day base period (net of reimbursements); "c"
represents the average daily number of shares of a particular class outstanding
during the 30-day base period that were entitled to receive dividends; and "d"
represents the maximum offering price per share of a particular class on the
last day of the 30-day base period.

Net investment income will reflect amortization of any market value
premium or discount of fixed income securities (except for obligations backed by
mortgages or other assets) and may include recognition of a pro rata portion of
the stated dividend rate of dividend paying portfolio securities. The yield of
each of the Variable NAV Funds will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Eureka Funds allocated to each Fund. These factors and possible differences
in the methods used in calculating yield should be considered when comparing a
Fund's yield to yields published for other investment companies and other
investment vehicles. Yield should also be considered relative to changes in the
value of the Fund's shares and to the relative risks associated with the
investment objectives and policies of each Fund.

Investors in the Variable NAV Funds are specifically advised that share
prices, expressed as the net asset values per share, will vary just as yields
will vary.

For the 30-day period ending September 30, 1998, the yield of the Trust
Shares and Class a Shares of the Investment Grade Bond Fund, the Global Asset
Allocation Fund, and the Equity Fund, calculated as described above was as
follows:

<TABLE>
<CAPTION>
Effective
Fund Class Yield Yield
---- ----- ----- -----

<S> <C> <C> <C>
Investment Grade Bond Fund Trust % %

Global Asset Allocation Fund Trust % %

Equity Fund Trust % %

Investment Grade Bond Fund Class A % %

Global Asset Allocation Fund Class A % %

Equity Fund Class A % %
</TABLE>

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Calculation of Total Return

Total Return is a measure of the change in value of an investment in a
Fund over the period covered, assuming the investor paid the current maximum
applicable sales charge on the investment and that any dividends or capital
gains distributions were reinvested in the Fund immediately rather than paid to
the investor in cash. The formula for calculating Total Return includes four
steps: (1) adding to the total number of shares purchased by a hypothetical
$1,000 investment in the Fund all additional shares which would have been
purchased if all dividends and distributions paid or distributed during the
period had been immediately reinvested; (2) calculating the value of the
hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset value per share on the last trading day of the period; (3) assuming
redemption at the end of the period; and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment and annualizing the
result for periods of less than one year.

At any time in the future, yields and total return may be higher or
lower than past yields, there can be no assurance that any historical results
will continue.

For the period since inception through September 30, 1998, aggregate total
return was as follows:

<TABLE>
<CAPTION>
AGGREGATE
FUND CLASS INCEPTION DATE TOTAL RETURN
---- ----- -------------- ------------

<S> <C> <C> <C>
Prime Money Market Fund Trust November 1, 1997 %

U.S. Treasury Obligations Fund Trust November 3, 1997 %

Investment Grade Bond Fund Trust November 1, 1997 %

Global Asset Allocation Fund Trust November 1, 1997 %

Equity Fund Trust November 1, 1997 %

Prime Money Market Fund Class A February 3, 1998 %

U.S. Treasury Obligations Fund Class A February 3, 1998 %

Investment Grade Bond Fund Class A February 3, 1998 %

Global Asset Allocation Fund Class A February 3, 1998 %

Equity Fund Class A February 3, 1998 %
</TABLE>

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<PAGE> 137

Performance Comparisons

Yield and Total Return. From time to time, performance information for
the Funds showing their average annual total return and/or yield may be included
in advertisements or in information furnished to present or prospective
shareholders and the ranking of those performance figures relative to such
figures for groups of mutual funds categorized by Lipper Analytical Services as
having the same investment objectives may from time to time be included in
advertisements.

From time to time, the Eureka Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principals (such
as the effects of inflation, the power of compounding and the benefits of
dollar-cost averaging); (2) discussions of general economic trends; (3)
presentations of statistical data to supplement such discussions; (4)
descriptions of past or anticipated portfolio holdings for one or more of the
Funds within the Eureka Funds, (5) descriptions of investment strategies for one
or more of such Funds; (6) descriptions or comparisons of various savings and
investment products (including, but not limited to, insured bank products,
annuities, qualified retirement plans and individual stocks and bonds), which
may or may not include the Funds; (7) comparisons of investment products
(including the Funds) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons that have invested in one or more of the Funds. The Funds may also
include in these communications calculations, such as hypothetical compounding
examples, that describe hypothetical investment results, such performance
examples will be based on an express set of assumptions and are not indicative
of performance of any of the Funds.

Total return and/or yield may also be used to compare the performance
of the Funds against certain widely acknowledged standards or indices for stock
and bond market performance. The Standard & Poor's Composite Index of 500 stocks
(the "S&P 500") is a market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 Stocks relative to the base period
1941-43. The S&P 500 is composed almost entirely of common stocks of companies
listed on the NYSE, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 400 industrial, 60 transportation and 40 financial
services concerns. The S&P 500 represents about 80% of the market value of all
issues traded on the NYSE.

The Morgan Stanley Capital International Europe, Australia and the Far
East Index ("EAFE") is an index composed of a sample of companies representative
of the market structure of twenty European and Pacific Basin countries. The
Index represents the evolution of an unmanaged portfolio consisting of all
domestically listed stocks.

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<PAGE> 138

The Lehman Aggregate Bond Index ("Aggregate Bond Index") is a measure
of the market value of all public obligations of the U.S. Treasury; all publicly
issued debt of all agencies of the U.S. government; all quasi-federal
corporations; all corporate debt guaranteed by the U.S. government; and mortgage
backed securities. Corporate issues must have amounts outstanding in excess of
$1 million, have at least one year to maturity and be rated investment grade by
a NRSRO. Flower bonds and foreign targeted issues are also included in the
Aggregate Bond Index.

Current yields or performance will fluctuate from time to time and are
not necessarily representative of future results. Accordingly, a Fund's yield or
performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of quality, composition, and maturity, as well as
expenses allocated to the Fund. Fees imposed upon customer accounts by SBCL or
its affiliated or correspondent banks for cash management services will reduce a
Fund's effective yield to Customers.

ADDITIONAL INFORMATION

Organization and Description of Shares

The Eureka Funds organized as a Massachusetts business trust by the
Agreement and Declaration of Trust, dated April 7, 1997, under the name "Sanwa
Fund." A copy of the Eureka Funds' Amended and Restated Agreement and
Declaration of Trust, (the "Declaration of Trust") is on file with the Secretary
of State of The Commonwealth of Massachusetts. The Declaration of Trust
authorizes the Board of Trustees to issue an unlimited number of Shares, which
are units of beneficial interest. The Eureka Funds presently have five series of
Shares offered to the public. The Declaration of Trust authorizes the Board of
Trustees to divide or redivide any unissued Shares of the Eureka Funds into one
or more additional series.

Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectuses and this
Statement of Additional Information, the Shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Eureka
Funds, Shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that Fund, and a proportionate distribution, based
upon the relative asset values of the respective Funds, of any general assets
not belonging to any particular Fund which are available for distribution.

Shares of the Eureka Funds are entitled to one vote per share (with
proportional voting for fractional shares) on such matters as shareholders are
entitled to vote. Shareholders vote in the aggregate and not by

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<PAGE> 139

series or class on all matters except (i) when required by the 1940 Act, shares
shall be voted by individual series, (ii) when the Trustees have determined that
the matter affects only the interests of a particular series or class, then only
Shareholders of such series or class shall be entitled to vote thereon, and
(iii) only the holders of Class A Shares will be entitled to vote on matters
submitted to Shareholder vote with regard to the Distribution Plan applicable to
Class A. There will normally be no meetings of Shareholders for the purposes of
electing Trustees unless and until such time as less than a majority of the
Trustees have been elected by the Shareholders, at which time the Trustees then
in office will call a Shareholders' meeting for the election of Trustees. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares of the Eureka Funds and filed
with the Eureka Funds' custodian or by vote of the holders of two-thirds of the
outstanding shares of the Eureka Funds at a meeting duly called for the purpose,
which meeting shall be held upon the written request of the holders of not less
than 10% of the outstanding shares of any Fund. Except as set forth above, the
Trustees shall continue to hold office and may appoint their successors.

Shareholder and Trustee Liability

Under Massachusetts law, Shareholders could, under certain
circumstances, be held personally liable for the obligations of the Eureka
Funds. However, the Declaration of Trust disclaims Shareholder liability for
acts or obligations of the Eureka Funds and requires that notice of such
disclaimer be given in every agreement, obligation or instrument entered into or
executed by the Eureka Funds or the Trustees. The Declaration of Trust provides
for indemnification out of a Fund's property for all loss and expense of any
Shareholder of such Fund held liable on account of being or having been a
Shareholder. Thus, the risk of a Shareholder incurring financial loss on account
of Shareholder liability is limited to circumstances in which a Fund would be
unable to meet its obligations.

The Agreement and Declaration of Trust states further that no Trustee,
officer or agent of the Eureka Funds shall be personally liable in connection
with the administration or preservation of the assets of the Eureka Funds or the
conduct of the Eureka Funds' business; nor shall any Trustee, officer, or agent
be personally liable to any person for any action or failure to act except for
his own bad faith, willful misfeasance, gross negligence, or reckless disregard
of his duties. The Agreement and Declaration of Trust also provides that all
persons having any claim against the Trustees or the Eureka Funds shall look
solely to the assets of the Eureka Funds for payment.

Miscellaneous

The Eureka Funds may include information in its Annual Reports and
Semi-Annual Reports to Shareholders that (1) describes general economic trends,
(2) describes general trends within the financial services industry or the
mutual fund industry, (3) describes past or anticipated portfolio holdings for
one or more of the Funds within the Eureka Funds, or (4) describes investment
management strategies for such Funds. Such information is provided

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<PAGE> 140

to inform Shareholders of the activities of the Eureka Funds for the most recent
fiscal year or half-year and to provide the views of the SBCL and/or Eureka
Funds officers regarding expected trends and strategies.

The organizational expenses of the Eureka Funds have been allocated to
each Fund and are being amortized over a period of five years from the
commencement of the public offering of Shares of the Eureka Funds. In the event
any of the initial Shares of the Eureka Funds are redeemed during the
amortization period by any holder thereof, the redemption proceeds will be
reduced by a pro rata portion of any unamortized organization expenses in the
same proportion as the number of initial Shares being redeemed bears to the
total number of initial Shares outstanding at the time of redemption. Investors
purchasing Shares of the Eureka Funds subsequent to the date of the Prospectuses
and this Statement of Additional Information bear such expenses only as they are
amortized against a Fund's investment income.

The Eureka Funds are registered with the Securities and Exchange
Commission as a management investment company. Such registration does not
involve supervision by the Securities and Exchange Commission of the management
or policies of the Eureka Funds.

As of November 10, 1998, the trustees and officers of the Trust, as a
group, owned less than 1% of the Trust Shares and of the Class A Shares of any
of the Eureka Funds.

As of November __, 1998, SBCL, 601 S. Figueroa Street, Los Angeles,
California 90017 was the beneficial shareholder of the outstanding voting shares
of the Trust Shares of the Funds as follows: __% of the Prime Money Market Fund,
__% of the U.S. Treasury Obligations Fund, __% of the Investment Grade Bond
Fund, __% of the Global Asset Allocation Fund, and __% of the Equity Fund.

The following table indicates the ownership of record of the
shareholders who, to the best knowledge of the Trust, were the owners of 5% or
more of the outstanding Shares of the Trust, as of November 10, 1998:

PRIME MONEY MARKET FUND-CLASS A SHARES
Corelink Financial 31.09%
P.O. Box 4054
Concord, CA 94524

Michael L. Vermillion 22.19%
5849 88th St.
Sacramento, CA 95828

Randall S. & Linda Young 21.39%
18 Royal Oaks Ct.
Alamo, CA 94507

Virginia Johnson 9.92%
82 David Dr.
Moraga, CA 94556

U.S. TREASURY OBLIGATIONS FUND-CLASS A SHARES
Global Care Guide Inc. 62.10%
C/O Michael Goldberg
1160 Battery St., 4th Fl.
San Francisco, CA 94111

Corelink Financial 36.78%
P.O. Box 4054
Concord, CA 94524

INVESTMENT GRADE BOND FUND-CLASS A SHARES
Corelink Financial Inc. 92.38%
P.O. Box 4045
Concord, CA 94524

Linda Rogers 7.52%
P.O. Box 80430
Ranco Santa Margarita, CA 92688

EQUITY FUND-CLASS A SHARES
Corelink Financial Inc. 89.71%
P.O. Box 4054
Concord, CA 94524

Linda Rogers 9.39%
P.O. Box 80430
Ranco Santa Margarita, CA 92688

GLOBAL ASSET ALLOCATION FUND-CLASS A SHARES
Corelink Financial Inc. 98.09%
P.O. Box 4054
Concord, CA 94524

PRIME MONEY MARKET FUND-TRUST SHARES
Taylor & Co. 91.17%
P.O. Box 60078 OC4-5
Los Angeles, CA 90060

Sanwa Bank California 8.77%
P.O. Box 60540
Los Angeles, CA 90060-0540

U.S. TREASURY OBLIGATIONS FUND-TRUST SHARES
Taylor & Co. 99.88%
P.O. Box 60078 OC4-5
Los Angeles, CA 90060

INVESTMENT GRADE BOND FUND-TRUST SHARES
Taylor & Co. 96.58%
P.O. Box 60078 OC4-5
Los Angeles, CA 90060

EQUITY FUND-TRUST SHARES
Taylor & Co. 86.20%
P.O. Box 60078 OC4-5
Los Angeles, CA 90060

Sanwa Bank California 13.73%
P.O. Box 60540
Los Angeles, CA 90060

GLOBAL ASSET ALLOCATION FUND-TRUST SHARES
Taylor & Co. 77.35%
P.O. Box 60078 OC4-5
Los Angeles, CA 90060

Sanwa Bank California 22.60%
P.O. Box 60540
Los Angeles, CA 90060-0540

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<PAGE> 141

The Prospectuses of the Funds and this Statement of Additional
Information omit certain of the information contained in the Registration
Statement filed with the Securities and Exchange Commission. Copies of such
information may be obtained from the Securities and Exchange Commission upon
payment of the prescribed fee.

The Prospectuses of the Funds and this Statement of Additional
Information are not an offering of the securities herein described in any state
in which such offering may not lawfully be made. No salesman, dealer, or other
person is authorized to give any information or make any representation other
than those contained in the Prospectuses of the Funds and this Statement of
Additional Information.

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<PAGE> 142

FINANCIAL STATEMENTS

The Independent Accountant's Report for the year ended September 30,
1998, and Financial Statements for the Eureka Funds for the period ended
September 30, 1998, are all incorporated by reference to the Annual Report of
the Eureka Funds, dated as of such dates, which has been previously sent to
Shareholders of each Fund pursuant to the 1940 Act and previously filed with the
Securities and Exchange Commission. A copy of each such report may be obtained
without charge by contacting the Distributor, BISYS Fund Services at 3435
Stelzer Road, Columbus, Ohio 43219 or by telephone toll-free at 888- 890-8121.

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APPENDIX

The NRSROs utilized by SBCL include Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Corporation ("S&P"), Duff & Phelps Credit Rating Co. ("Duff"),
Fitch IBCA ("Fitch"), and Thomson BankWatch, Inc. ("Thomson"). Set forth below
is a description of the relevant ratings of each such NRSRO.

Long-Term Debt Ratings (may be assigned, for example, to corporate and municipal
bonds)

Description of the five highest long-term debt ratings by Moody's (Moody's
applies numerical modifiers (1, 2, and 3) in each rating category to indicate
the security's ranking within the category):

Aaa Bonds which 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 edged." 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 which 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 risk appear somewhat
larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment some time in the
future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are 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 bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded

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during both good and bad times in the future. Uncertainty of
position characterizes bonds in this class.

Description of the five highest long-term debt ratings by S&P (S&P may apply a
plus (+) or minus (-) to a particular rating classification to show relative
standing within that classification):

AAA Debt rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA Debt rated AA differs from the highest rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A Debt rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions
than obligations in higher rated categories. However, the
obligor's capacity to meet its financial commitment on the
obligation is still strong.

BBB Debt rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor
to meet its financial commitment on the obligation.

BB Debt rated BB is regarded as having significant speculative
characteristics although it is less vulnerable to nonpayment
than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the
obligation.

Description of the three highest long-term debt ratings by Duff:

AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong.
AA Risk is modest but may vary slightly from time to time
AA- because of economic conditions.

A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
A- of economic stress.

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<PAGE> 145

Description of the three highest long-term debt ratings by Fitch (plus (+) or
minus (-) signs are used with a rating symbol to indicate the relative position
of the credit within the rating category):

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

AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
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
issues is generally rated "F-1+."

A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and 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.

Fitch's description of its three highest long-term debt ratings:

AAA Obligations which have the highest rating. Capacity for timely
repayment of principal and interest is extremely strong.

AA Obligations for which capacity for timely repayment of
principal and interest is very strong. The risk attached to
these obligations differs only slightly from the highest rated
debt.

A Obligations for which capacity for timely repayment of
principal and interest is strong. However, adverse changes in
business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations
in higher rated categories.

Short-Term Debt Ratings (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its three highest short-term debt ratings:

Prime-1 Issuers rated Prime-1 (or supporting institutions) have
a superior ability for repayment of senior short-term
debt obligations. Prime-1 repayment ability will often
be evidenced by many of the following characteristics:

- Leading market positions in well-
established industries.
- High rates of return on funds employed.

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<PAGE> 146

- Conservative capitalization structure with
moderate reliance on debt and ample asset
protection.
- Broad margins in earnings coverage of
fixed financial charges and high internal
cash generation.
- Well-established access to a range of
financial markets and assured sources of
alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have
a strong ability for repayment of senior short-term
debt obligations. This will normally be evidenced by
many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while
sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate
liquidity is maintained.

Prime-3 Issuers rated Prime-3 (or supporting institutions) have
an acceptable ability for repayment of senior
short-term obligations. The effect of industry
characteristics and market compositions may be more
pronounced. Variability in earnings and profitability
may result in changes in the level of debt protection
measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.

S&P's description of its three highest short-term debt ratings:

A-1 Highest category. The obligor's capacity to meet its financial
commitments is strong. Within this category, certain
obligations are designated with a plus sign (+). This
indicates that the obligor's capacity to meet its financial
commitments is extremely strong.

A-2 Obligations assigned this rating are somewhat more susceptible
to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its
financial commitment on the obligation is satisfactory.

A-3 Obligations assigned this rating exhibit adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.

Duff's description of its five highest short-term debt ratings. Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating category:

B-50

<PAGE> 147

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety
is just below risk-free U.S. Treasury short-term
obligations.

D-1 Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.

D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

D-3 Satisfactory liquidity and other protection factors
qualify issues as to investment grade. Risk factors are
larger and subject to more variation.
Nevertheless, timely payment is expected.

Fitch's description of its four highest short-term debt ratings:

F1 Obligations assigned this rating have the highest capacity for
timely payment.

F2 Obligations supported by a strong capacity for timely
repayment. however, the relative degree of risk is slightly
higher than for issues classified as "F1" and capacity for
timely repayment may be susceptible to adverse changes in
business, economic, or financial conditions.

F3 Obligations supported by an adequate capacity for timely
payment. Such capacity is more susceptible to adverse changes
in business, economic, or financial conditions than for
obligations in higher rated categories.

B Obligations for which the capacity for timely repayment is
uncertain relative. The capacity for timely repayment is
susceptible to adverse changes in business, economic, or
financial conditions.

Short-Term Loan/Municipal Note Ratings

Moody's description of its two highest short-term loan/municipal note ratings:

B-51

<PAGE> 148

MIG 1/VMIG 1 This designation denotes best quality. There is present
strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to
the market for refinancing.

MIG 2/VMIG 2 This designation denotes high quality. Margins of
protection are ample although not so large as in the
preceding group.

S&P's description of its two highest municipal note ratings:

SP-1 Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt
service is given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with
some vulnerability to adverse financial and economic
changes over the term of the notes.

Short-Term Debt Ratings

Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.

The TBW Short-Term Debt Ratings apply only to specific debt instruments with
original maturities of one year or less. TBW ratings represent an assessment of
the likelihood of an untimely payment of principal and interest. Important
factors that may influence this assessment are the overall financial health of
the particular company, and the probability that the government will come to the
aid of a troubled institution in order to avoid a default or failure.

The TBW Short-Term Ratings represent an assessment of the likelihood of an
untimely payment of principal or interest.

TBW-1 The highest category; indicates a very high likelihood
that principal and interest will be paid on a timely
basis.

TBW-2 The second-highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as
for issues rated "TBW-1."

TBW-3 The lowest investment-grade category; indicates that while
the obligation is more susceptible to adverse developments
(both internal and external) than those with higher
ratings, the capacity to service principal and interest in
a timely fashion is considered adequate.

B-52

<PAGE> 149

TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

B-53

<PAGE> 150
PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

Included in Part A:

-- To be included in 485(b) filing to be made in January 1999.

Included in Part B:

-- To be included in 485(b) filing to be made in January 1999.

(b) Exhibits:

(1) (a) Declaration of Trust, dated April 7, 1997, is
incorporated by reference from Exhibit 1 to the Funds'
initial Registration Statement filed on July 31, 1997 ON
Form N-1A.

(b) Amended and Restated Agreement and Declaration of
Trust, dated October 17, 1997, is filed herewith.

(2) Form of By-Laws is incorporated by reference from Exhibit 2
to the Funds' initial Registration Statement filed on July
31, 1997 ON Form N-1A.

(3) Not applicable.

(4) (a) Article III, Sections 4 and 5; Article IV, Section 1;
Article V; Article VIII, Section 4; and Article IX,
Sections 1, 4 and 7 of the Declaration of Trust referred
to herein as Exhibit (1).

(b) Article 9; Article 10, Section 6; and Article 11 of the
Bylaws referred to herein as Exhibit 2.

(5) Investment Advisory Agreement between Registrant and Sanwa
Bank California, dated October 21, 1997, is incorporated by
reference from Exhibit 5 to Post-Effective

<PAGE> 151

Amendment No. 1 to the Fund's Registration Statement (filed
February 20, 1998) on Form N-1A.

(6) Distribution Agreement between Registrant and BISYS Fund
Services Limited Partnership, dated October 31, 1997, is
incorporated by reference from Exhibit 6 to Post-Effective
Amendment No. 3 to the Funds' Registration Statement (filed
on April 29, 1998) on Form N-1A.

(7) Not applicable.

(8) (a) Custody Agreement between Registrant and The Bank of New
York, dated November 3, 1997, is incorporated by
reference from Exhibit 8(a) to Post-Effective Amendment
No. 3 to the Funds' Registration Statement (filed on
April 29, 1998) on Form N-1A.

(b) Form of Foreign Custody Manager Agreement between
Registrant and The Bank of New York is incorporated by
reference to Exhibit 8(b) to Pre-Effective Amendment No.
2 to the Registrant's Registration Statement filed on
October 3, 1997 on Form N-1A.

(9) (a) Transfer Agency Agreement between Registrant and BISYS
Fund Services, Inc., dated October 31, 1997, is
incorporated by reference from Exhibit 9(a) to Post-
Effective Amendment No. 3 to the Funds' Registration
Statement (filed on April 29, 1998) on Form N-1A.

(b) Fund Accounting Agreement between Registrant and BISYS
Fund Services, Inc., dated October 31, 1997, is
incorporated by reference from Exhibit 9(b) to
Post-Effective Amendment No. 3 to the Funds'
Registration Statement (filed on April 29, 1998) on Form
N-1A.

(c) Administration Agreement between Registrant and BISYS
Fund Services Limited Partnership, dated October 31,
1997, is incorporated by reference from Exhibit 9(c) to
Post-Effective Amendment No. 3 to the Funds'
Registration Statement (filed on April 29, 1998) on Form
N-1A.

-2-
<PAGE> 152

(d) Form of Service Plan is incorporated by reference from
Exhibit 9(d) to Pre-Effective Amendment No. 2 to the
Funds' Registration Statement filed on October 3, 1997
on Form N-1A.

(e) Forms of service agreements pursuant to Service Plan
referred to herein as Exhibit 9(d) is incorporated by
reference from Exhibit 9(e) to Pre-Effective Amendment
No. 2 to the Funds' Registration Statement filed on
October 3, 1997 on Form N-1A.

(10) Opinion and Consent of Counsel as to legality of shares
being registered is filed herewith.

(11) Consent of Ropes & Gray is filed herewith.

(12) Not applicable.

(13) Purchase Agreement between the Registrant and BISYS Fund
Services, dated September 26, 1997, is incorporated by
reference from Exhibit 13 to Post-Effective Amendment No. 3
to the Funds' Registration Statement (filed on April 29,
1998) on Form N-1A.

(14) Not applicable.

(15) (a) Distribution and Shareholder Services Plan between the
Registrant and BISYS Fund Services Limited Partnership,
dated October 21, 1997, is incorporated by reference from
Exhibit 15(a) to Post-Effective Amendment No. 3 to the
Funds' Registration Statement (filed on April
29, 1998) on Form N-1A.

(b) Forms of Servicing Agreement pursuant to Distribution
and Shareholder Services Plan referred to herein as Exhibit
15(a) are incorporated by reference from Exhibit 15(b) to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement filed on October 3, 1997 on Form
N-1A.

-3-
<PAGE> 153

(16) Performance Calculation Schedules are incorporated by
reference from Exhibit 16 to Post-Effective Amendment No. 3
to the Funds' Registration Statement (filed on April 29,
1998) on Form N-1A.

(17) Not applicable.

(18) Multiple Class Plan, dated October 21, 1997, is incorporated
by reference from Exhibit 18 to Post-Effective Amendment No.
3 to the Funds' Registration Statement (filed on April 29,
1998) on Form N-1A.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

As of the date of this Registration Statement, there are no persons
controlled by or under common control with the Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

Omitted per instructions of Letter from Barry D. Miller, Associate
Director, United States Securities and Exchange Commission, to Craig
S. Tyle, General Counsel, Investment Company Institute (October 2,
1998).

ITEM 27. INDEMNIFICATION

Article VIII of Registrant's Amended and Restated Agreement and Declaration
of Trust (Exhibit (1) hereto, which is incorporated herein by reference)
provides in effect that Registrant will indemnify its officers and trustees
against all liabilities and expenses, including but not limited to amounts paid
in satisfaction of judgments, in compromise, or as fines and penalties, and
counsel fees reasonably incurred by any such officer or trustee in connection
with the defense or disposition of any action, suit, or other proceeding.
However, in accordance with Section 17(h) and 17(i) of the 1940 Act and its own
terms, said Agreement and Declaration of Trust does not protect any person
against any liability to Registrant or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. In any event, Registrant will comply with 1940 Act Releases Nos.
7221 and 11330 respecting the permissible boundaries of indemnification by an
investment company of its officers and trustees.

-4-
<PAGE> 154

Insofar as indemnification for liability arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

Sanwa Bank California ("SBCL"), performs investment advisory services
for the Registrant. SBCL is a wholly owned subsidiary of The Sanwa
Bank Limited, of Japan. Its principal offices are located at 601 South
Figueroa Street, Los Angeles, California 90017. Established in 1972,
SBCL provides a full range of personal and business banking services
through a network of more than 100 branches and offices statewide.
SBCL has approximately $8 billion in assets.

To the knowledge of Registrant, none of the directors or officers of
SBCL, except those set forth below, is or has been at any time during
the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature, except that certain
directors and officers of SBCL also hold positions with The Sanwa Bank
Limited, of Japan or its other subsidiaries.

Listed below are the directors and certain principal executive
officers of SBCL, their principal occupations and, for the prior two
fiscal years, any other business, profession, vocation, or employment
of a substantial nature engaged in by such directors and officers:

NAME AND POSITION OTHER BUSINESS, PROFESSION, VOCATION, OR EMPLOYMENT
- ----------------- ---------------------------------------------------
<S> <C>
Teruyoshi Yasufuky Chairman of the Board, SBCL; Counselor, Sanwa Research Institute

Steven D. Broidy Director, SBCL; Vice Chairman and Chief Administrative Officer, City National Bank

Robert C. Cooke Director, SBCL

Robert C. Corteway Director, SBCL
</TABLE>

-5-
<PAGE> 155

<S> <C>
Vilma Martinez Director, SBCL; Litigation Partner, Munger, Tolles & Olson

James M. Rosser, Ph.D. Director, SBCL; President, California State University at Los Angeles

Cynthia Ann Telles, Ph.D. Director, SBCL; Director, Spanish Speaking Psychosocial Clinic, The Neuropsychiatric
Institute and Hospital Department of Psychiatry and Behavioral Sciences, UCLA School of
Medicine

James C. Van Horne Director, SBCL; A.P. Gianniani Professor of Finance at the Graduate School of Business at
Stanford University

Tamio Takakura President and Chief Executive Officer, SBCL

Kazuyoshi Kuwahata Vice Chairman & Chief Line Officer, SBCL

Howard N. Gould Vice Chairman & Chief Administrative Officer, SBCL
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITER

(a) BISYS Fund Services acts as distributor for the Registrant. BISYS Fund
Services also distributes the securities of Alpine Equity Trust, American
Performance Funds, AmSouth Mutual Funds, The ARCH Fund, Inc., THE BB&T
Mutual Funds Group, The Coventry Group, ESC Strategic Funds, Inc., Fountain
Square Funds, Hirtle Callaghan Trust, HSBC Family of Funds, The Infinity
Mutual Funds, Inc., INTRUST Funds, The Kent Funds, Magna Funds, Meyers
Investment Trust, MMA Praxis Mutual Funds, The M.S.D.&T Funds, Inc.,
Pacific Capital Funds, The Parkstone Group of Funds, The Parkstone
Advantage Funds, Pegasus Funds, The Republic Funds Trust, The Republic
Advisors Funds Trust, The Riverfront Funds, Inc., SBSF Funds, Inc. d/b/a
Key Mutual Funds, Sefton Funds, The Sessions Group, Summit Investment
Trust, Variable Insurance Funds, The Victory Portfolios, The Victory
Variable Funds, and Vintage Mutual Funds, each of which is a management
investment company. The parent of BISYS Fund Services, Inc. (the sole
general partner of BISYS Fund Services) is The BISYS Group, Inc.

(b) Partners of BISYS Fund Services as of the date of this Part C are as
follows:

Positions and Positions and
Name and Principal Offices with The Offices with
Business Addresses Winsbury Company The Registrant
- ------------------ ---------------- --------------

The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, NJ 07424

BISYS Fund Services, Inc. Sole General None
3435 Stelzer Road Partner
Columbus, OH 43219

WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424

-6-
<PAGE> 156

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

(1) Sanwa Bank California, 601 S. Figueroa Street, Los Angeles,
California 90017 (records relating to the Advisor's functions as
investment adviser).

(2) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as administrator and
distributor).

(3) The Bank of New York, 90 Washington Street, New York, New York
10286 (records relating to its function as custodian).

(4) Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800
East, Washington, DC 20005 (the Registrant's Declaration of
Trust, By-Laws, and Minute Books).

(5) BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its functions as transfer agent and
fund accountant).

ITEM 31. MANAGEMENT SERVICES

None.

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes to call a meeting of the shareholders for
the purpose of voting upon the question of removal of one or more
trustees when requested to do so by the holders of at least 10% of the
outstanding shares of Registrant and to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communication.

-7-
<PAGE> 157

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

-8-
<PAGE> 158

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Washington, D.C., on the 23rd day of
November, 1998.

Eureka Funds

By:/s/ Larry Layne*
-------------------------
Larry Layne
Chairman

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement of the Eureka Funds has been signed below by the
following persons in the capacities and on the dates indicated:

Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
Chairman of the Board
/s/ Larry Layne* and Trustee November 23, 1998
- -----------------------------
Larry Layne

/s/ Masaki Horioka* Trustee November 23, 1998
- ---------------------------
Masaki Horioka

/s/ Walter F. Beran* Trustee November 23, 1998
- ----------------------------
Walter F. Beran

/s/ David L. Buell* Trustee November 23, 1998
- -----------------------------
David L. Buell

/s/ Donald H. Livingstone* Trustee November 23, 1998
- --------------------------
Donald H. Livingstone

/s/ Irimga McKay* President November 23, 1998
- ---------------------------
Irimga McKay

/s/ Martin R. Dean* Treasurer November 23, 1998
- ----------------------------
Martin R. Dean

*By: Alyssa Albertelli
--------------------------
Alyssa Albertelli
Attorney-In-Fact
</TABLE>

-9-
<PAGE> 159

POWER OF ATTORNEY

The undersigned, each being a Trustee of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.

SIGNATURE CAPACITY DATE
- --------- -------- ----

<S> <C> <C>
/s/ Larry Layne Trustee October 21, 1997
- --------------------
Larry Layne

/s/ Masaki Horioka Trustee October 21, 1997
- --------------------
Masaki Horioka

/s/ Walter F. Beran Trustee October 21, 1997
- -------------------
Walter F. Beran

/s/ David L. Buell Trustee October 21, 1997
- ------------------
David L. Buell

/s/ Donald H. Livingstone Trustee October 21, 1997
- -------------------------
Donald H. Livingstone
</TABLE>

<PAGE> 160

POWER OF ATTORNEY

The undersigned, being the President of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, her true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.

SIGNATURE CAPACITY DATE
- --------- -------- ----

<S> <C> <C>
/s/ Irimga McKay President February 20, 1998
- -------------------
Irimga McKay
</TABLE>

<PAGE> 161

POWER OF ATTORNEY

The undersigned, being the Treasurer of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.

SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>

/s/ Martin R. Dean Treasurer February 20, 1998
- ------------------
Martin R. Dean
</TABLE>

<PAGE> 162

Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----

<S> <C> <C>
(1) (B) Amended and Restated Agreement and Declaration of Trust

(10) Opinion and Consent of Counsel

(11) Consent of Ropes & Gray

</TABLE>

-4-

<PAGE> 1
Exhibit 1(b)

EUREKA FUNDS

(Formerly, SANWA FUND)
---------------

AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST
---------------

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the
17th day of October, 1997 hereby amends and restates in its entirety the
AGREEMENT AND DECLARATION OF TRUST, made at Boston, Massachusetts on the 7th day
of April, 1997, by the Trustees hereunder, and by the holders of shares of
beneficial interest to be issued hereunder as hereinafter provided, pursuant to
Section 7 of Article IX hereof.

WITNESSETH that

WHEREAS, this Trust has been formed to carry on the business of an
investment company; and

WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts voluntary association with transferable
shares in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets, which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the holders from time
to time of Shares in this Trust as hereinafter set forth.

ARTICLE I
Name and Definitions
--------------------

Name
- ----

Section 1. This Trust shall be known as "Eureka Funds", and the Trustees
shall conduct the business of the Trust under that name or any other name as
they may from time to time determine.

<PAGE> 2

Definitions
- -----------

Section 2. Whenever used herein, unless otherwise required by the context
or specifically provided:

(a) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;

(b) "Trustees" refers to the Trustees of the Trust named herein or
elected in accordance with Article IV;

(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one series or classes of Shares is
authorized by the Trustees, the equal proportionate transferable units into
which the beneficial interest of each series or classes of Shares shall be
divided from time to time, and includes fractions of Shares as well as
whole Shares;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations thereunder, all as amended from time to time;

(f) The terms "Affiliated Person", "Assignment", "Commission",
"Interested Person", "Principal Underwriter" and "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42)
of the 1940 Act, whichever may be applicable) shall have the meanings given
them in the 1940 Act;

(g) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust, as amended or restated from time to time; and

(h) "Bylaws" shall mean the Bylaws of the Trust, as amended from time
to time.

ARTICLE II
Purpose of Trust
----------------

The purpose of the Trust is to provide investors a managed investment
primarily in securities and debt instruments and to carry on such other business
as the Trustees may from time to time determine pursuant to their authority
under this Declaration of Trust.

-2-
<PAGE> 3

ARTICLE III
Shares
------

Division of Beneficial Interests
- --------------------------------

Section 1. The Shares of the Trust shall be issued in one or more series as
the Trustees may, without Shareholder approval, authorize. Each series shall be
preferred over all other series in respect of the assets allocated to that
series. Each series may be divided into two or more classes, as the Trustees
may, without Shareholder approval, authorize. The beneficial interest in each
series shall be divided into Shares, with a par value of $0.00001. Unless the
Trustees have authorized the issuance of Shares of a series in two or more
classes, each Share of a series shall represent an equal proportionate interest
in the series with each other Share of the same series, none having priority or
preference over another. If the Trustees have authorized the issuance of Shares
of a series in two or more classes, then the classes may have such variations as
to dividend, redemption, and voting rights, net asset values, expenses borne by
the classes, and other matters as the Trustees have authorized. The number of
Shares authorized shall be unlimited. The Trustees may from time to time divide
or combine the Shares of any series or of any class of a series into a greater
or lesser number without thereby changing the proportionate beneficial interests
in the series.

Ownership of Shares
- -------------------

Section 2. The ownership of Shares shall be recorded on the books of the
Trust or a transfer or similar agent. No certificates certifying the ownership
of Shares shall be issued except as the Trustees may otherwise determine from
time to time. The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the transfer of Shares and similar matters.
The record books of the Trust as kept by the Trust or by any transfer or similar
agent, as the case may be, shall be conclusive as to who are the Shareholders of
each series and as to the number of Shares of each series held from time to time
by each Shareholder.

Investment in the Trust
- -----------------------

Section 3. The Trustees shall accept investments in the Trust from such
persons and on such terms and for such consideration, which may consist of cash
or tangible or intangible property or a combination thereof, as they from time
to time authorize.

All consideration received by the Trust for the issue or sale of Shares of
each series, together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to the series of Shares
with respect to which the same were received by the Trust for all

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<PAGE> 4

purposes, subject only to the rights of creditors, and shall be so handled upon
the books of account of the Trust and are herein referred to as "assets of" such
series.

No Preemptive Rights
- --------------------

Section 4. Shares shall have no preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust.

Status of Shares and Limitation of Personal Liability
- -----------------------------------------------------

Section 5. Shares shall be deemed to be personal property giving only the
rights provided in this instrument. Every Shareholder by virtue of having become
a Shareholder shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of the Trust
property or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind personally any Shareholder, nor except
as specifically provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.

ARTICLE IV
The Trustees
------------

Election
- --------

Section 1. The number of Trustees shall be as provided in the Bylaws or as
fixed from time to time by the Trustees. The Shareholders may elect Trustees at
any meeting of Shareholders called by the Trustees for that purpose. Each
Trustee shall serve during the continued lifetime of the Trust until he or she
dies, resigns or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and the election and
qualification of his or her successor. Any Trustee may resign at any time by
written instrument signed by him and delivered to any officer of the Trust, to
each other Trustee or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee resigning and no Trustee removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.

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<PAGE> 5

Effect of Death, Resignation, etc. of a Trustee
- -----------------------------------------------

Section 2. The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.

Powers
- ------

Section 3. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have all
powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the conduct of the business of the Trust and
may amend and repeal them to the extent that such Bylaws do not reserve that
right to the Shareholders; they may enlarge or reduce their number, may fill
vacancies in their number, including vacancies caused by enlargement of their
number, and may remove Trustees with or without cause; they may elect and
remove, with or without cause, such officers and appoint and terminate such
agents as they consider appropriate; they may appoint from their own number, and
terminate, any one or more committees consisting of two or more Trustees,
including an executive committee which may, when the Trustees are not in
session, exercise some or all of the power and authority of the Trustees as the
Trustees may determine; they may employ one or more custodians of the assets of
the Trust and may authorize such custodians to employ subcustodians and to
deposit all or any part of such assets in a system or systems for the central
handling of securities, retain a transfer agent or a Shareholder servicing
agent, or both, provide for the distribution of Shares by the Trust, through one
or more principal underwriters or otherwise, set record dates for the
determination of Shareholders with respect to various matters, and in general
delegate such authority as they consider desirable to any officer of the Trust,
to any committee of the Trustees and to any agent or employee of the Trust or to
any such custodian or underwriter.

Without limiting the foregoing, the Trustees shall have power and authority:

(a) To invest and reinvest cash, and to hold cash uninvested;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;

(d) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such

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<PAGE> 6

person or persons such power and discretion with relation to securities or
property as the Trustees shall deem proper;

(e) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

(f) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of a custodian,
subcustodian or other depository or a nominee or nominees or otherwise;

(g) To allocate assets, liabilities and expenses of the Trust to a
particular series of Shares or to apportion the same among two or more
series, provided that any liabilities or expenses incurred by a particular
series of Shares shall be payable solely out of the assets of that series;

(h) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which
is or was held in the Trust; to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or issuer, and to pay
calls or subscriptions with respect to any security held in the Trust;

(i) To join with other security holders in acting through a committee
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;

(j) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited
to claims for taxes;

(k) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;

(l) To borrow funds;

(m) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge
the Trust property or any part thereof to secure any of or all such
obligations;

-6-
<PAGE> 7

(n) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers or managers,
principal underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such
person as Shareholder, Trustee, officer, employee, agent, investment
adviser or manager, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
person against such liability;

(o) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing,
Share bonus, Share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust; and

(p) To engage in any other lawful act or activity in which
corporations organized under the Massachusetts Business Corporation Law may
engage. The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by trustees.

Except as otherwise provided herein or from time to time in the Bylaws, any
action to be taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office.

Payment of Expenses by Trust
- ----------------------------

Section 4. The Trustees are authorized to pay or to cause to be paid out of
the principal or income of the Trust, or partly out of principal and partly out
of income, as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, in connection with the
management thereof, or in connection with the financing of the sale of Shares,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, any investment
adviser, sub-adviser, principal underwriter, auditor, counsel, custodian,
sub-custodian, transfer agent,

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<PAGE> 8

administrator, sub-administrator, distributor, shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur, provided, however, that
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with a particular series of Shares as determined by the Trustees,
shall be payable solely out of the assets of that series.

Ownership of Assets of the Trust
- --------------------------------

Section 5. Title to all of the assets of each series of Shares and of the
Trust shall at all times be considered as vested in the Trustees.

Advisory, Management and Distribution
- -------------------------------------

Section 6. The Trustees may, at any time and from time to time, contract
for exclusive or nonexclusive advisory and/or management services with any
corporation, trust, association or other organization (the "Manager"), every
such contract to comply with such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may provide for one or more
Sub-advisers who shall perform all or part of the obligations of the Manager
under such Contract and may contain such other terms interpretive of or in
addition to said require-ments and restrictions as the Trustees may determine,
including, without limitation, authority to determine from time to time what
investments shall be purchased, held, sold or exchanged and what portion, if
any, of the assets of the Trust shall be held uninvested and to make changes in
the Trust's investments. The Trustees may also, at any time and from time to
time, contract with the Manager or any other corporation, trust, association or
other organization, appointing it exclusive or nonexclusive distributor or
principal underwriter for the Shares, every such contract to comply with such
requirements and restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
corporation, trust, association, or other organization, or of or for any
parent or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or distributor's contract,
or transfer, Shareholder servicing or other agency contract may have been
or may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or
that

(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other agency
contract may

-8-
<PAGE> 9

have been or may hereafter be made also has an advisory or management
contract, or principal underwriter's or distributor's contract, or
transfer, Shareholder servicing or other agency contract with one or more
other corporations, trusts, associations, or other organizations, or has
other business or interests shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.

ARTICLE V
Shareholders' Voting Powers and Meetings
----------------------------------------

Shareholders shall have such power to vote as is provided for in, and may
hold meetings and take actions pursuant to the provisions of the Bylaws.

ARTICLE VI
Distributions, Redemptions and Repurchases
------------------------------------------

Distributions
- -------------

Section 1. The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders of each series such income and capital
gains, accrued or realized, as the Trustees may determine, after providing for
actual and accrued expenses and liabilities (including such reserves as the
Trustees may establish) determined in accordance with good accounting practices.
The Trustees shall have full discretion to determine which items shall be
treated as income and which items as capital and their determination shall be
binding upon the Shareholders. Distributions of each year's income of each
series shall be distributed pro rata to Shareholders in proportion to the number
of Shares of each series held by each of them. Such distributions shall be made
in cash or Shares or a combination thereof as determined by the Trustees. Any
such distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with the Bylaws.

Redemptions and Repurchases
- ---------------------------

Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for the
Shares to be purchased, a proper instrument of transfer and a request directed
to the Trust or a person designated by the Trust that the Trust purchase such
Shares, or in accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay therefor the
net asset value thereof, as next determined in accordance with the Bylaws, less
such redemption charge or fee as the Trustees may determine from time to time.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request is made. The obligation set forth
in this Section 2 is subject to the provision that in the event that any time
the New York Stock Exchange is closed for other than customary

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<PAGE> 10

weekends or holidays, or, if permitted by rules of the Commission, during
periods when trading on the Exchange is restricted or during any emergency which
makes it impractical for the Trust to dispose of its investments or to determine
fairly the value of its net assets, or during any other period permitted by
order of the Commission for the protection of investors, such obligation may be
suspended or postponed by the Trustees. The Trust may also purchase or
repurchase Shares at a price not exceeding the net asset value of such Shares in
effect when the purchase or repurchase or any contract to purchase or repurchase
is made. The Trust may refuse to honor a request by a Shareholder for redemption
of his or her Shares for a specified time after such Shareholder's purchase of
such Shares, such specified time, if any, to be set forth in the Bylaws.

Redemptions at the Option of the Trust
- --------------------------------------

Section 3. The Trust shall have the right at its option and at any time to
redeem Shares of any Shareholder at the net asset value thereof as determined in
accordance with the Bylaws: (i) if at such time such Shareholder owns fewer
Shares than, or Shares having an aggregate net asset value of less than, an
amount determined from time to time by the Trustees; or (ii) to the extent that
such Shareholder owns Shares of a particular series of Shares equal to or in
excess of a percentage of the outstanding Shares of that series determined from
time to time by the Trustees; or (iii) to the extent that such Shareholder owns
Shares of the Trust representing a percentage equal to or in excess of such
percentage of the aggregate number of outstanding Shares of the Trust or the
aggregate net asset value of the Trust determined from time to time by the
Trustees. In addition, if the Net Income of any series of Shares of the Trust
which uses the amortized cost method of valuation pursuant to the 1940 Act is
determined at any time to be a negative amount, then, with respect to a
Shareholder owning Shares of such series, such Shareholder's pro rata share of
such negative amount shall constitute a liability of such Shareholder to the
Trust which shall be paid at such times and in such manner as the Trustees may
from time to time determine out of such Shareholder's accrued dividend account
in such series or otherwise. As used in this Article VI, Section 3, "Net Income"
shall mean all interest income accrued on portfolio investments of the series
plus or minus realized or unrealized gains and losses on portfolio investments
of the series, less all actual and accrued expenses and liabilities determined
in according with generally accepted accounting practices. Determination of Net
Income of a series made by the Trustees, or as they may authorize, in good
faith, shall be binding on all parties concerned.

Dividends, Distributions, Redemptions and Repurchases
- -----------------------------------------------------

Section 4. No dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any series) with respect
to, nor any redemption or repurchase of, the Shares of any series shall be
effected by the Trust other than from the assets of such series.

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<PAGE> 11

ARTICLE VII
Compensation and Limitation of Liability of Trustees
----------------------------------------------------

Compensation
- ------------

Section 1. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking, underwriting,
brokerage, or investment dealer or other services and payment for the same by
the Trust.

Limitation of Liability
- -----------------------

Section 2. The Trustees shall not be responsible or liable in any event for
any neglect or wrongdoing of any officer, agent, employee, manager or principal
underwriter of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, but nothing herein contained shall protect any
Trustee against any liability to which he or she would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.

ARTICLE VIII
Indemnification
---------------

Trustees, Officers, etc.
- ------------------------

Section 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered Person shall have

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<PAGE> 12

been finally adjudicated in any such action, suit or other proceeding to be
liable to the Trust or its Shareholders by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid in satisfaction
of judgments, in compromise or as fines or penalties), shall be paid from time
to time by the Trust in advance of the final disposition of any such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article, provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or (c) either a
majority of the disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.

Compromise Payment
- ------------------

Section 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication by a court,
or by any other body before which the proceeding was brought, that such Covered
Person either (a) did not act in good faith in the reasonable belief that his or
her action was in the best interests of the Trust or (b) is liable to the Trust
or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her
office, indemnification shall be provided if (a) approved as in the best
interests of the Trust, after notice that it involves such indemnification, by
at least a majority of the disinterested Trustees acting on the matter (provided
that a majority of the disinterested Trustees then in office act on the matter)
upon a determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith in
the reasonable belief that his or her action was in the best interests of the
Trust and is not liable to the Trust or its Shareholders by reasons of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial type inquiry) to the effect that
such Covered Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust and that such
indemnification would not protect such Person against any liability to the Trust
to which he or she would otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount paid to such Covered
Person in accordance with this Section as indemnification if such Covered Person
is subsequently adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such

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<PAGE> 13

Covered Person's action was in the best interests of the Trust or to have been
liable to the Trust or its Shareholders by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.

Indemnification Not Exclusive
- -----------------------------

Section 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and admini-strators and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the 1940 Act (or who has been exempted from being an
"interested person" by any rule, regulation or order of the Commission) and
against whom none of such actions, suits or other proceedings or another action,
suit or other proceeding on the same or similar grounds is then or has been
pending. Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees or
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person; provided, however, that the Trust shall not purchase
or maintain any such liability insurance in contravention of applicable law,
including without limitation the 1940 Act.

Shareholders
- ------------

Section 4. In case any Shareholder or former Shareholder shall be held to
be personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled to be
held harmless from and indemnified against all loss and expense arising from
such liability, but only out of the assets of the particular series of Shares of
which he or she is or was a Shareholder.

ARTICLE IX
Miscellaneous
-------------

Trustees, Shareholders, etc. Not Personally Liable; Notice
- ----------------------------------------------------------

Section 1. All persons extending credit to, contracting with or having any
claim against the Trust or a particular series of Shares shall look only to the
assets of the Trust or the assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee.

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<PAGE> 14

Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officer or officers shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite that the same was executed or made by or on
behalf of the Trust or by them as Trustee or Trustees or as officer or officers
and not individually and that the obligations of such instrument are not binding
upon any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such further recital as he or
she or they may deem appropriate, but the omission thereof shall not operate to
bind any Trustee or Trustees or officer or officers or Shareholder or
Shareholders individually.

Trustee's Good Faith Action, Expert Advice, No Bond or Surety
- -------------------------------------------------------------

Section 2. The exercise by the Trustees of their powers and discretion
hereunder shall be binding upon everyone interested. A Trustee shall be liable
for his or her own wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee, and
for nothing else, and shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust, and shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice. Except as may be required by applicable law,
including, without limitation, the 1940 Act, the Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.

Liability of Third Persons Dealing with Trustees
- ------------------------------------------------

Section 3. No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.

Duration and Termination of Trust
- ---------------------------------

Section 4. Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time by the vote
of Shareholders holding at least a majority of the Shares of each series
entitled to vote or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of Shareholders holding
at least a majority of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series.

Upon termination of the Trust or of any one or more series of Shares, after
paying or otherwise providing for all charges, taxes, expenses and liabilities,
whether due or accrued or anticipated, of the Trust or of the particular series
as may be determined by the Trustees, the Trust shall, in accordance with such
procedures as the Trustees consider appropriate, reduce the remaining assets to
distributable form in cash or shares or other securities, or any

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<PAGE> 15

combination thereof, and distribute the proceeds to the Shareholders of the
series involved, ratably according to the number of Shares of such series held
by the several Shareholders of such series on the date of termination.

Filing of Copies, References, Headings
- --------------------------------------

Section 5. The original or a copy of this instrument and of each amendment
hereto shall be kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each amendment hereto shall be
filed by the Trust with the Secretary of The Commonwealth of Massachusetts and
with the Boston City Clerk, as well as any other governmental office where such
filing may from time to time be required. Anyone dealing with the Trust may rely
on a certificate by an officer of the Trust as to whether or not any such
amendments have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such amendments. In this instrument and in any such amendment, references to
this instrument, and all expressions like "herein", "hereof" and "hereunder"
shall be deemed to refer to this instrument as amended or affected by any such
amendments. Headings are placed herein for convenience of reference only and
shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.

Applicable Law
- --------------

Section 6. This Declaration of Trust is made in The Commonwealth of
Massachusetts, and it is created under and is to be governed by and construed
and administered according to the laws of said Commonwealth. The Trust shall be
of the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.

Amendments
- ----------

Section 7. This Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized
to do so by vote of Shareholders holding a majority of the Shares of each series
entitled to vote, except that an amendment which shall affect the holders of one
or more series of Shares but not the holders of all outstanding series shall be
authorized by vote of the Shareholders holding a majority of the Shares entitled
to vote of each series affected and no vote of Shareholders of a series not
affected shall be required. Amendments having the purpose of changing the name
of the Trust, of establishing, changing, or eliminating the par value of the
Shares or of supplying any omission, curing any ambiguity or curing, correcting
or supplementing any defective or inconsistent provision contained herein shall
not require authorization by Shareholder vote.

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<PAGE> 16

IN WITNESS WHEREOF, the undersigned has executed this Amendment and
Restatement of the Agreement and Declaration of Trust as Trustee and not
individually, as of the 17th day of October, 1997.

/s/ George O. Martinez
--------------------------
George O. Martinez
Trustee
3435 Stelzer Road
Columbus, Ohio 43219

Principal Place of Business:
Eureka Funds
3435 Stelzer Road
Columbus, Ohio 43219

Resident Agent's Address:
CT Corporation System
2 Oliver Street
Boston, Massachusetts 02109

-16-

<PAGE> 1
Exhibit 10

ROPES & GRAY

ONE FRANKLIN SQUARE
1301 K STREET, N.W.
SUITE 800 EAST
WASHINGTON, DC 2005-3333
(202) 626-3900
FAX: (202) 626-3961
WRITER'S DIRECT DIAL NUMBER: (202) 626-3925

November 23, 1998

Eureka Funds
3435 Stelzer Road
Columbus, Ohio 43219

Ladies and Gentlemen:

You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest of the Eureka
Funds (the "Trust"), as permitted by Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). You propose to file a post-effective
amendment on Form N-1A (the "Post-Effective Amendment") to your Registration
Statement as required by Section 10(a)(3) with respect to certain units of
beneficial interest of the Trust ("Shares").

We have examined your Agreement and Declaration of Trust on file in
the office of the Secretary of The Commonwealth of Massachusetts and the Clerk
of the City of Boston. We have also examined a copy of your Bylaws and such
other documents, receipts and records as we have deemed necessary for the
purpose of this opinion.

Based upon the foregoing, we are of the opinion that the issue and
sale of the Shares have been duly authorized under Massachusetts law. Upon the
original issue and sale of the Shares and upon receipt of the authorized
consideration therefor in an amount not less than the net asset value of the
Shares established and in force at the time of their sale, the Shares will be
validly issued, fully paid and non-assessable.

The Eureka Funds is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Agreement and Declaration of Trust provides for
indemnification out of the property of a particular series of Shares for all
loss and expenses of any shareholder of that series held personally liable
solely by reason of his being or having been a shareholder. Thus, the risk of
shareholder liability is

<PAGE> 2

Eureka Funds
November 23, 1998
Page 2

limited to circumstances in which that series of Shares itself would be unable
to meet its obligations

We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this
opinion with and as part of your Post-Effective Amendment.

Very truly yours,

/s/ Ropes & Gray
----------------
Ropes & Gray

<PAGE> 1

Exhibit 11

CONSENT OF COUNSEL

We hereby consent to the use of our name and the references to our
firm under the caption "Legal Counsel" included in or made a part of
Post-Effective Amendment No. 4 to the Registration Statement of the Eureka
Funds on Form N-1A (File No. 333-32483) under the Securities Act of 1933, as
amended.

/s/ Ropes & Gray
----------------
Ropes & Gray

Washington, D.C.
November 23, 1998