EUREKA FUNDS
485APOS, 2000-11-17
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<PAGE>   1


    As filed with the Securities and Exchange Commission on November 17, 2000


                        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. 8                                           [X]

                                       and


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
AMENDMENT NO. 10                                                         [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.  20004

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 pursuant to paragraph (b)


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

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


[X] 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
                                  EUREKA FUNDS

                                  TRUST SHARES
                         U.S. Treasury Obligations Fund
                             Prime Money Market Fund

                              California Money Fund

                           Investment Grade Bond Fund
                          Global Asset Allocation Fund
                                   Equity Fund

                              Active OTC Stock Fund



                               PROSPECTUS DATED


                                FEBRUARY 1, 2001



The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.


<PAGE>   3
HOW TO READ THIS PROSPECTUS

This prospectus is arranged into different sections so that you can easily
review this important information. The next page contains general information
you should know about investing in the Funds.


            3. Introduction


If you would like more detailed information about each Fund, please see:

FUND SUMMARY, INVESTMENT STRATEGY, RISK/RETURN SUMMARY, PERFORMANCE INFORMATION,
AND FEES AND EXPENSE


4     -     U.S. Treasury Obligations Fund
7     -     Prime Money Market Fund
11    -     California Money Fund
14    -     Investment Grade Bond Fund
18    -     Global Asset Allocation Fund
22    -     Equity Fund
26    -     Active OTC Stock Fund



If you would like more information about the following topics, please see:


29   SHAREHOLDER INFORMATION
     29     -     Multiple Class Structure
     29     -     Opening an Account
     30     -     Buying Shares
     32     -     Selling Shares
     34     -     Exchanging Shares
     34     -     Pricing of Fund Shares
     36     -     Additional Investor Services
     37     -     Dividends and Distributions
     37     -     Taxes
39   INVESTMENT MANAGEMENT
44   OTHER SERVICE PROVIDERS
45   FINANCIAL HIGHLIGHTS
46   ADDITIONAL INVESTMENT PRACTICES AND RISKS


TO OBTAIN MORE INFORMATION ABOUT THE EUREKA FUNDS PLEASE REFER TO THE BACK COVER
OF THE PROSPECTUS



February 1, 2001


                                      -2-
<PAGE>   4
--------------------------------------------------------------------------------

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


INTRODUCTION


Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds. Before you invest, you should know a few things about investing in mutual
funds.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities a Fund owns and the
markets where these securities trade.

LIKE OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A FUND. YOUR
INVESTMENT IN A FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK CALIFORNIA,
ITS AFFILIATES, OR ANY BANK. IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY.

Each Fund has its own investment goal and strategies for reaching that goal.
However, it cannot be guaranteed that a Fund will achieve its goal. Before
investing, make sure that the Fund's goal matches your own.

The portfolio manager invests each Fund's assets in a way that the manager
believes will help the Fund achieve its goal. A manager's judgments about the
bond and stock markets, economy and companies, and his or her method of
investment selection, may cause a Fund to underperform other funds with similar
objectives.

                                      -3-
<PAGE>   5
--------------------------------------------------------------------------------

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



THE U.S. TREASURY OBLIGATIONS FUND


FUND SUMMARY

Investment Goal                   Current income with liquidity and stability of
                                  principal
--------------------------------------------------------------------------------

Investment Focus                  U.S. Treasury securities and repurchase
                                  agreements collateralized by U.S. Treasury
                                  securities
--------------------------------------------------------------------------------

Principal Investment Strategy     Invests in short-term U.S. Treasury securities
--------------------------------------------------------------------------------

Share Price Volatility            Low
--------------------------------------------------------------------------------

Investor Profile                  Short-term or highly risk averse investors
                                  seeking current income from a money market
                                  fund that invests in obligations supported by
                                  the full faith and credit of the U.S.
                                  government

INVESTMENT OBJECTIVE
The U.S. Treasury Obligations Fund seeks current income consistent with
liquidity and stability of principal.

INVESTMENT STRATEGY

The Fund invests exclusively in bills, notes, and bonds issued or guaranteed by
the U.S. government, agency obligations supported by the full faith and credit
of the U.S. government, and repurchase agreements collateralized by U.S.
Treasury securities. The Fund intends to maintain an average weighted maturity
of not greater than 60 days.


WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following principal risks:

     Interest Rate Risk - Interest rate risk involves the possibility that the
     Fund's yield will decrease due to a decline in interest rates.

     Net Asset Value Risk - The risk that the Fund will be unable to meet its
     goal of a constant $1 per share.

     For more information about these risks please refer to the section titled
     "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

                                      -4-
<PAGE>   6
--------------------------------------------------------------------------------

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

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.

PERFORMANCE BAR CHART


[INSERT BAR CHART]



     Best Quarter                   Worst Quarter
        ____%                           ____%
        (Q__)                           (Q__)

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lipper U.S. Treasury Money Market Funds
Average.

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

                                                                      SINCE
                                                                    INCEPTION
                                                         1 YEAR     (11/3/97)
-------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS FUND                             _____%        _____%
-------------------------------------------------------------------------------
LIPPER U.S. TREASURY MONEY MARKET FUNDS AVERAGE(1)         _____%        _____%
-------------------------------------------------------------------------------


(1) The Lipper U.S. Treasury Money Market Funds Average is based on an
arithmetic average of U.S. Treasury money market funds as reported by Lipper
Inc.


YIELD


All mutual funds must use the same formulas to calculate yield and effective
yield. The Fund typically advertises performance in terms of a 7-day yield and
7-day effective yield and may advertise total return. The 7-day yield quotation
more closely reflects current earnings of the Fund than the total return
quotation. The 7-day effective yield will be slightly higher than the yield
because of the compounding effect of the assumed reinvestment. Current yields
and effective yields fluctuate daily and will vary due to factors such as
interest rates and the quality, length of maturities, and type of investments in
the portfolio. The 7-day yield for the period ended December 31, 2000 was ____%.


You may obtain the most current yield information for the Fund by calling (888)
890-8121.


FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

                                      -5-
<PAGE>   7
--------------------------------------------------------------------------------

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


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases              0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                          0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)                       0%


(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."

(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------

This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.20%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses                                                ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


<TABLE>
<CAPTION>
             1 YEAR           3 YEARS           5 YEARS           10 YEARS
<S>                          <C>              <C>              <C>
              $___             $___              $___               $___
</TABLE>


                                      -6-
<PAGE>   8
--------------------------------------------------------------------------------

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



PRIME MONEY MARKET FUND



FUND SUMMARY

Investment Goal                 Current income with liquidity and stability of
                                principal
--------------------------------------------------------------------------------

Investment Focus                High quality money market instruments
--------------------------------------------------------------------------------

Principal Investment Strategy   Invests in high-quality, short-term debt
                                instruments
--------------------------------------------------------------------------------

Share Price Volatility          Low
--------------------------------------------------------------------------------

Investor Profile                Short-term or risk averse investors seeking
                                current income from a money market fund that
                                invests in high quality instruments


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.

INVESTMENT STRATEGY

The Fund invests primarily in U.S. government agency securities, high-quality
commercial paper, short-term corporate debt obligations, and repurchase
agreements. To be considered high-quality, a security must be rated in one of
the two highest credit quality categories for short-term securities or, if not
rated, determined by the Adviser to be of comparable quality. The Fund intends
to maintain an average weighted maturity of not greater than 60 days.


WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following principal risks:

     Credit Risk - Credit risk is the possibility that an issuer cannot make
     timely interest and principal payments on its securities. Because the Fund
     will only invest in securities believed to pose minimal credit risk, it is
     unlikely that losses due to credit risk will cause a decline in the value
     of your investment. However, even if not severe enough to cause such a
     decline in principal value, credit losses could reduce the Fund's yield. In
     general, lower-rated securities have higher credit risks.

     Interest Rate Risk - Interest rate risk involves the possibility that the
     Fund's yield will decrease due to a decline in interest rates.

     Net Asset Value Risk - The risk that the Fund will be unable to meet its
     goal of a constant $1 per share.

     For more information about these risks please refer to the section titled
     "Additional Investment Practices and Risks."

                                      -7-
<PAGE>   9
--------------------------------------------------------------------------------

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


AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.+

PERFORMANCE BAR CHART


[INSERT BAR CHART]



     Best Quarter          Worst Quarter
       _____%                 _____%
       (Q___)                 (Q___)

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lipper Money Market Funds Average.+

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                        1 YEAR       5 YEARS       10 YEARS
--------------------------------------------------------------------------------
<S>                                     <C>          <C>           <C>
PRIME MONEY MARKET FUND                 _____%        _____%        ______%
--------------------------------------------------------------------------------
LIPPER MONEY MARKET FUNDS AVERAGE(1)    _____%        _____%        ______%
--------------------------------------------------------------------------------
</TABLE>



(1) The Lipper Money Market Funds Average is based on an arithmetic average of
the performance of money market funds as reported by Lipper Inc.

+ The above-quoted performance data includes the performance of a predecessor
fund for the period before the Prime Money Market Fund commenced operations
(11/1/97) adjusted to reflect the deduction of fees and expenses applicable to
the Trust Shares of the Prime Money Market Fund as stated in this prospectus in
the Fees and Expenses section (i.e., adjusted to reflect anticipated fees and
expenses, absent any fee waivers). The predecessor fund was not registered
under the Investment Company Act of 1940 (1940 Act) and therefore was not
subject to certain investment restrictions, limitations and diversification
requirements imposed by the Act and the Internal Revenue Code. If the
predecessor fund had been registered under the 1940 Act, its performance may
have been adversely affected. The investment objective, restrictions and
guidelines of the Prime Money Market Fund are substantially similar to its
predecessor fund.


                                      -8-
<PAGE>   10
--------------------------------------------------------------------------------

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


YIELD


All mutual funds must use the same formulas to calculate yield and effective
yield. The Fund typically advertises performance in terms of a 7-day yield and
7-day effective yield and may advertise total return. The 7-day yield quotation
more closely reflects current earnings of the Fund than the total return
quotation. The 7-day effective yield will be slightly higher than the yield
because of the compounding effect of the assumed reinvestment. Current yields
and effective yields fluctuate daily and will vary due to factors such as
interest rates and the quality, length of maturities, and type of investments in
the portfolio. The 7-day yield for the period ended December 31, 2000 was ____%.


You may obtain the most current yield information for the Fund by calling (888)
890-8121.

FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases          0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                      0%
(as a percentage of net asset value)

Redemption Fee (as a percentage of                        0%
amount redeemed)(2)


(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."

(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------

This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


<TABLE>
<S>                                                     <C>
Investment Advisory Fees                                0.30%
Distribution/Service (12b-1) Fees                       0.00%
Other Expenses                                          _.__%

Total Annual Fund Operating Expenses                    _.__%
</TABLE>


                                      -9-
<PAGE>   11
--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


<TABLE>
<CAPTION>
                1 YEAR           3 YEARS           5 YEARS           10 YEARS
<S>                              <C>               <C>               <C>
                $_____            $_____            $_____            $_____
</TABLE>


                                      -10-
<PAGE>   12
--------------------------------------------------------------------------------

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



CALIFORNIA MONEY FUND


FUND SUMMARY

Investment Goal                   High current interest income exempt from
                                  federal income tax and from California State
                                  personal income tax
--------------------------------------------------------------------------------

Investment Focus                  Tax exempt debt obligations with a focus on
                                  California municipal obligations
--------------------------------------------------------------------------------

Principal Investment Strategy     Invests in California tax exempt obligations
--------------------------------------------------------------------------------

Share Price Volatility            Low
--------------------------------------------------------------------------------
Investor Profile                  Short-term or risk averse investors seeking
                                  current income which is exempt from California
                                  and Federal income tax


INVESTMENT OBJECTIVE
The California Money Fund seeks to provide investors with as high a level of
current interest income that is exempt from federal income tax and, to the
extent possible, from California State personal income tax as is consistent with
the preservation of capital and relative stability of principal.

INVESTMENT STRATEGY
The Fund is a money market fund that invests primarily in debt obligations
issued by or on behalf of the State of California and other states, territories,
and possessions of the United States, the District of Columbia, and their
respective authorities, agencies, instrumentalities and political subdivisions,
and tax-exempt derivative securities such as tender option bonds,
participations, beneficial interests in trusts and partnership interests
("Municipal Obligations"). Dividends paid by the Fund that are derived from the
interest on Municipal Obligations that is exempt from taxation under the
Constitution or statues of California ("California Municipal Obligations") are
exempt from regular federal and California State personal income tax. California
Municipal Obligations include municipal securities issued by the State of
California and its political sub-divisions, as well as certain other
governmental issuers such as the Commonwealth of Puerto Rico.

The Fund expects that, except during temporary defensive periods or when
acceptable securities are unavailable for investment by the Fund, the Fund will
invest at least 65% of its net assets in California Municipal Obligations. At
least 50% of the Fund's assets must be invested in obligations which, when held
by an individual, the interest therefrom is exempt from California personal
income taxation (i.e., California Municipal Obligations and certain U.S.
Government obligations) at the close of each quarter of its taxable year so as
to permit the Fund to pay dividends that are exempt from California State
personal income tax. Dividends, regardless of their source, may be subject to
local taxes. The Fund will not knowingly purchase securities the interest on
which is subject to regular federal income tax; however, the Fund may hold
uninvested cash reserves pending investment during temporary


                                      -11-
<PAGE>   13
--------------------------------------------------------------------------------

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



defensive periods or, if in the opinion of the Adviser, suitable tax-exempt
obligations are unavailable. Uninvested cash reserves will not earn income.

The Fund invests in Municipal Obligations which are determined by the Adviser to
present minimal credit risk pursuant to guidelines approved by the Board of
Trustees pursuant to Rule 2a-7 under the Investment Company Act of 1940, as
amended, and other rules of the Securities and Exchange Commission. Pursuant to
Rule 2a-7, the Fund is authorized to purchase instruments that are determined to
have minimum credit risk and are Eligible Securities. Applicable Eligible
Securities are:

         - instruments which are rated at the time of purchase (or which are
         guaranteed or in some cases otherwise supported by credit supports with
         such ratings) in one of the top two rating categories by two
         unaffiliated nationally recognized statistical rating organizations
         ("NRSRO") (or one NRSRO if the security or guarantee was rated by only
         one NRSRO);

         - instruments issued or guaranteed by entities with short-term debt
           having such ratings;

         - unrated instruments determined by the Adviser to be of comparable
           quality to such instruments; and

         - shares of other open-end investment companies that invest in the type
           of obligations in which the Fund may invest and securities issued by
           the U.S. government or any agency or instrumentality.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

         Credit Risk - Credit risk is the possibility that an issuer cannot make
         timely interest and principal payments on its securities. Because the
         Fund will only invest in securities believed to pose minimal credit
         risk, it is unlikely that losses due to credit risk will cause a
         decline in the value of your investment. However, even if not severe
         enough to cause such a decline in principal vale, credit losses could
         reduce the Fund's yield. In general, lower-rated securities have higher
         credit risks.

         Interest Rate Risk - Interest rate risk involves the possibility that
         the value of the Fund's yield will decrease due to a decline in
         interest rates.

         Net Asset Value Risk - The risk that the Fund will be unable to meet
         its goal of a constant $1 per share.

         State Specific/Geographic Concentration/Large Positions Risk - As a
         single state money fund that concentrates its investments in securities
         issued by California and its municipalities, the Fund may be more
         vulnerable to unfavorable developments in California than funds that
         are more geographically diverse. Because of the relatively small number
         of issuers in California municipal securities, the Fund's performance
         is affected to a greater extent by the success of one or a few issuers
         than is the performance of a more diversified fund. Certain factors
         particular to California, including economic conditions, constitutional
         amendments, legislative and executive measures, and voter initiatives
         in California, may have a disproportionately negative impact on the
         Fund's investments.

         For more information about these risks please refer to the section
         titled "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER
SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.


                                      -12-
<PAGE>   14
--------------------------------------------------------------------------------

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



PERFORMANCE INFORMATION

This section would normally include a bar chart and a table showing how the
California Money Fund has performed and how performance has varied from year to
year. Because the Fund has not been in operation for a full calendar year, the
bar chart and table are not shown.

FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases      0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                  0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)               0%

(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."
(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.

<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.20%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses(1)                                             ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>

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


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


                                      -13-
<PAGE>   15
--------------------------------------------------------------------------------

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



This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
                  1 YEAR            3 YEARS
<S>                                 <C>
                   $____             $_____
</TABLE>


                                      -14-
<PAGE>   16
--------------------------------------------------------------------------------

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



INVESTMENT GRADE BOND FUND



FUND SUMMARY

Investment Goal                    A high level of income, consistent with
                                   preservation of capital
--------------------------------------------------------------------------------

Investment Focus                   Investment grade debt obligations
--------------------------------------------------------------------------------

Principal Investment Strategy      Attempts to identify fixed income securities
                                   with high expected returns using a
                                   quantitative securities selection process
--------------------------------------------------------------------------------

Share Price Volatility             Low to Medium
--------------------------------------------------------------------------------

Investor Profile                   Investors willing to accept low to medium
                                   price fluctuation in order to receive income
                                   from their investment that is typically
                                   higher than that of a money market fund


INVESTMENT OBJECTIVE
The Investment Grade Bond Fund seeks a high level of income, consistent with
preservation of capital.

INVESTMENT STRATEGY

The Fund invests in a broad range of fixed income securities, including U.S.
Treasury securities, U.S. agency securities, mortgage related securities, and
corporate bonds. The Fund will invest at least 80% of its net assets in bonds
which are investment grade securities. To be considered investment grade, a
security must be rated in one of the four highest credit quality categories by a
nationally recognized statistical rating organizations ("NRSRO") or, if not
rated, determined by the Adviser to be of comparable quality.

The Adviser uses its proprietary, quantitative security selection strategy to
determine the optimal combination of investments in the portfolio. Quantitative
investment models and risk management systems assist the Adviser in identifying
the optimal choice of yield, credit rating, maturity, and coupon rate, among
other factors. The Adviser seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, return 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.

The Fund may invest up to 20% of its assets in non-investment grade debt
securities rated in the fifth highest rating category (rated B-), 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
the Adviser deems it to be advantageous to dispose of the security.


                                      -15-
<PAGE>   17
--------------------------------------------------------------------------------

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



In pursuing its investment objective, the Fund expects that its portfolio will
be characterized by investment risk that is similar to that of a broadly
diversified investment grade bond portfolio, such as a portfolio structured to
match the Lehman Brothers Aggregate Bond Index or the Salomon Broad Investment
Grade Bond Index. The Fund seeks to maintain a dollar-weighted average portfolio
maturity of five to ten years.


The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

         Credit Risk - Credit risk is the possibility that an issuer cannot make
         timely interest and principal payments on its debt obligations, such as
         bonds. In general, lower-rated bonds have higher credit risks. However,
         because the Fund invests primarily in investment grade debt
         obligations, credit risk is minimized.

         Interest Rate Risk - Interest rate risk involves the possibility that
         the value of the Fund's investments will decline due to an increase in
         interest rates. In general, the longer a security's maturity, the
         greater the interest rate risk.

         Prepayment/Call Risk - Prepayment risk is the chance that the repayment
         of mortgages backing a security will occur sooner than expected. Call
         risk is the possibility that during periods of falling interest rates,
         a bond issuer will "call" - or repay - its high-yielding bond before
         the bond's maturity date. In each case, the Fund may be forced to
         reinvest in securities with a lower yield. It may also lose any premium
         paid for the bond. Changes in prepayment/call rates can result in
         greater price and yield volatility.

         The Fund may trade securities actively, which could increase its
         transaction costs (thus lowering performance) and may increase the
         amount of taxes that you pay.

         For more information about these risks please refer to the section
         titled "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.


                                      -16-
<PAGE>   18
--------------------------------------------------------------------------------

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



PERFORMANCE BAR CHART


[INSERT BAR CHART]



         Best Quarter      Worst Quarter
           ______%             ______%
           (Q____)             (Q____)

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lehman Brothers Aggregate Bond Index, the
Salomon Broad Investment Grade Bond Index, and the Lipper Intermediate
Investment Grade Debt Funds Average.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                    SINCE
                                                                  INCEPTION
                                                   1 YEAR         (11/1/97)
--------------------------------------------------------------------------------
<S>                                                <C>            <C>
INVESTMENT GRADE BOND FUND                          _____%           _____%
--------------------------------------------------------------------------------

LEHMAN BROTHERS AGGREGATE BOND INDEX(1)             _____%           _____%
--------------------------------------------------------------------------------

SALOMON BROAD INVESTMENT GRADE BOND INDEX(2)        _____%           _____%
--------------------------------------------------------------------------------

LIPPER INTERMEDIATE INVESTMENT GRADE DEBT
 FUNDS AVERAGE(3)                                   _____%           _____%
--------------------------------------------------------------------------------
</TABLE>



(1) The Lehman Brothers Aggregate Bond Index is an unmanaged index generally
representative of the performance of intermediate-term government bonds,
investment grade corporate debt securities and mortgage-backed securities.
(2) The Salomon Broad Investment Grade Bond Index is an unmanaged index
generally representative of the performance of U.S. investment grade bonds with
over one year to maturity.
(3) The Lipper Intermediate Investment Grade Debt Funds Average is based on an
arithmetic average of the performance of intermediate investment grade debt
funds as reported by Lipper Inc.


FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases      0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                  0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)               0%

                                      -17-
<PAGE>   19
--------------------------------------------------------------------------------

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



(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."

(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------

This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.60%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses                                                ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>



--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


<TABLE>
<CAPTION>
                  1 YEAR            3 YEARS          5 YEARS           10 YEARS
<S>                                 <C>              <C>               <C>
                  $____              $____            $____              $____
</TABLE>


                                      -18-
<PAGE>   20
--------------------------------------------------------------------------------

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



GLOBAL ASSET ALLOCATION FUND



FUND SUMMARY

Investment Goal                   Income and long-term capital appreciation
--------------------------------------------------------------------------------

Investment Focus                  Common stocks and bonds of U.S. and foreign
                                  issuers
--------------------------------------------------------------------------------

Principal Investment Strategy     Attempts to diversify investments across
                                  countries, currencies, and asset classes using
                                  a quantitative securities selection process
--------------------------------------------------------------------------------

Share Price Volatility            Medium
--------------------------------------------------------------------------------

Investor Profile                  Investors seeking current income and capital
                                  appreciation with higher current income and
                                  lower volatility than the average stock fund


INVESTMENT OBJECTIVE
The Global Asset Allocation Fund seeks a balance of income and long-term capital
appreciation.

INVESTMENT STRATEGY

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 large capitalization stocks, bonds, and cash equivalents. The
Adviser will use a variety of quantitative investment models to identify the
country, sector, and asset classes with the highest expected risk-adjusted
return. 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. The Fund seeks to
outperform a blended 70% stock and 30% bond benchmark as part of its investment
approach.

The Fund will invest in a varying combination of stocks, bonds, and cash
equivalents selected primarily from those countries represented in the Morgan
Stanley Capital International World Index (the "MSCI World Index").


By diversifying across countries, currencies, and asset classes (stocks and
bonds), the Fund pursues its capital appreciation goals while seeking to control
portfolio risk. The Fund will normally invest at least 65% of its net assets in
securities representing at least three different countries, including the United
States.


The Fund expects that its equity exposure will be characterized by investment
risk that is similar to that of the MSCI World Index.

Bonds in the Fund's portfolio are expected to have maturities less than or equal
to thirty years. The Fund's bond portfolio will seek to maintain a risk level,
yield, maturity and other characteristics commensurate with that of the Lehman
Brothers U.S. Treasury Index.


                                      -19-
<PAGE>   21
--------------------------------------------------------------------------------

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


In order to execute its strategy in an efficient manner, the Adviser may utilize
equity index, bond index, and currency futures contracts in the various
countries. The Fund may 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.

The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

         Foreign Securities Risk - Investing in foreign markets involves greater
         risk than investing in the United States. Foreign securities may be
         affected by such factors as fluctuations in currency exchange rates,
         incomplete or inaccurate financial information on companies, social
         upheavals and political actions ranging from tax code changes to
         governmental collapse. Emerging market securities may be even more
         susceptible to these risks.

         Market Risk - Market risk is the possibility that the Fund's
         investments in equity securities will decline because of drops in the
         stock market. Stock markets tend to move in cycles, with periods of
         either rising or falling prices. The value of your investment will go
         up or down in response to these movements.

         Investment Style Risk - Investment style risk is the possibility that
         returns from large capitalization stocks will trail returns from other
         asset classes or the overall stock market.


         Credit Risk - Credit risk is the possibility that an issuer cannot make
         timely interest and principal payments on its debt obligations, such as
         bonds. In general, lower-rated bonds have higher credit risks.


         Interest Rate Risk - Interest rate risk involves the possibility that
         the value of the Fund's investments will decline due to an increase in
         interest rates. In general, the longer a security's maturity, the
         greater the interest rate risk.

         The Fund may trade securities actively, which could increase its
         transaction costs (thus lowering performance) and may increase the
         amount of taxes that you pay.

         For more information about these risks please refer to the section
         titled "Additional Investment Practices and Risks."


AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

                                      -20-
<PAGE>   22
--------------------------------------------------------------------------------

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


PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.

PERFORMANCE BAR CHART


[INSERT BAR CHART]


         Best Quarter      Worst Quarter
           ______%            ______%
           (Q____)            (Q____)


This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Morgan Stanley Capital International World
Index, the Salomon Smith Barney Primary Market Index-World, the Lehman Brothers
U.S. Treasury Index, the Global Balanced Return Index, and the Lipper Global
Flexible Portfolio Funds Average.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                       SINCE
                                                                     INCEPTION
                                                           1 YEAR    (11/1/97)
--------------------------------------------------------------------------------
<S>                                                        <C>       <C>
GLOBAL ASSET ALLOCATION FUND                                ____%       ____%
--------------------------------------------------------------------------------

MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX(1)         ____%       ____%
--------------------------------------------------------------------------------

SALOMON SMITH BARNEY PRIMARY MARKET INDEX-WORLD(2)          ____%       ____%
--------------------------------------------------------------------------------

LEHMAN BROTHERS U.S. TREASURY INDEX(3)                      ____%       ____%
--------------------------------------------------------------------------------

GLOBAL BALANCED RETURN INDEX(4)                             ____%       ____%
--------------------------------------------------------------------------------

LIPPER GLOBAL FLEXIBLE PORTFOLIO FUNDS AVERAGE(5)           ____%       ____%
--------------------------------------------------------------------------------
</TABLE>

(1) The Morgan Stanley Capital International World Index is an unmanaged global
index of equity prices based on 1,375 shares from 19 countries and covering
roughly 60% of the market capitalization of world stock exchanges. This index is
replacing the Salomon Smith Barney Primary World Index because it more
accurately reflects the securities in which the Fund invests.
(2) The Salomon Smith Barney Primary Market Index-World is an unmanaged index
generally representative of the performance of the international and domestic
stock market.
(3) The Lehman Brothers U.S. Treasury Index is an unmanaged index generally
representative of the performance of the domestic Treasury market.


                                      -21-
<PAGE>   23
--------------------------------------------------------------------------------

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



(4) The Global Balanced Return Index was calculated by the Adviser by combining
70% of the monthly performance of the Morgan Stanley Capital International World
Index and 30% of the monthly performance of the Lehman Brothers U.S. Treasury
Index. Results are presented on a compound annual basis.
(5) The Lipper Global Flexible Portfolio Funds Average is based on an arithmetic
average of global funds as reported by Lipper Inc.



FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases              0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                          0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)                       0%


(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."

(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.90%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses                                                ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>



--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

                                      -22-
<PAGE>   24
--------------------------------------------------------------------------------

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


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


<TABLE>
                1 YEAR           3 YEARS           5 YEARS           10 YEARS
<S>                              <C>               <C>               <C>
                 $____            $____             $____              $____
</TABLE>


                                      -23-
<PAGE>   25
--------------------------------------------------------------------------------

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



EQUITY FUND


FUND SUMMARY

Investment Goal                   Long-term capital growth
--------------------------------------------------------------------------------

Investment Focus                  U.S. common stocks
--------------------------------------------------------------------------------


Principal Investment Strategy     Attempts to identify large capitalization
                                  stocks of undervalued companies and/or
                                  growth companies using a quantitative
                                  securities selection process
--------------------------------------------------------------------------------


Share Price Volatility            Medium to high
--------------------------------------------------------------------------------

Investor Profile                  Investors with long-term investment goals who
                                  are looking primarily for growth of capital


INVESTMENT OBJECTIVE
The Equity Fund seeks long-term capital growth.

INVESTMENT STRATEGY

The Fund attempts to identify large capitalization stocks of both undervalued
companies and growth companies using a quantitative securities selection
process. The Fund intends to invest at least 65% of its net assets in the common
stocks of corporations representing a broad cross section of the U.S. economy.
Common stocks are chosen based upon the Adviser's quantitative stock selection
models which rank the universe of U.S. common stocks in the S&P 500 Index
according to their valuation, growth, return, and risk measures. The stocks
assigned the highest ratings are those deemed to have a greater potential for
price appreciation over a short-to-intermediate term horizon.

The portfolio is 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 the Adviser believes hold a greater potential for price
appreciation. As of the date of this Prospectus, the S&P 500 Index statistics
were as follows: the weighted average market value was $___ billion, the mean
market value was $__ billion, the smallest company had a market value of $361
million, and the largest company had a market value of $___ billion.


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

The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

                                      -24-
<PAGE>   26
--------------------------------------------------------------------------------

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


WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

        Market Risk - Market risk is the possibility that the Fund's investments
        in equity securities will decline because of drops in the stock market.
        Stock markets tend to move in cycles, with periods of either rising or
        falling prices. The value of your investment will go up or down in
        response to these movements.

        Investment Style Risk - Investment style risk is the possibility that
        returns from large capitalization stocks (generally, stocks in the S&P
        500 Index) will trail returns from other asset classes or the overall
        stock market.

        The Fund may trade securities actively, which could increase its
        transaction costs (thus lowering performance) and may increase the
        amount of taxes that you pay.

        For more information about these risks please refer to the section
        titled "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.

PERFORMANCE BAR CHART


[INSERT BAR CHART]


        Best Quarter       Worst Quarter
          ______%             ______%
          (Q____)             (Q____)


This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the S&P 500 Index and Lipper Large Cap Core
Average.


                                      -25-
<PAGE>   27
--------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                        SINCE
                                                                      INCEPTION
                                                         1 YEAR       (11/1/97)
--------------------------------------------------------------------------------
<S>                                                      <C>          <C>
EQUITY FUND                                              _____%          ____%
--------------------------------------------------------------------------------

S&P 500 INDEX(1)                                         _____%          ____%
--------------------------------------------------------------------------------

LIPPER LARGE CAP CORE AVERAGE(2)                         _____%          ____%
--------------------------------------------------------------------------------
</TABLE>


(1) The S&P 500 Index is an unmanaged index generally representative of the
performance of large companies in the U.S. stock market.

(2) The Lipper Large Cap Core Average is the ___________________. In ____, 2000,
Lipper, Inc, replaced the Lipper U.S. Diversified Equity Funds Average with the
Lipper Large Cap Core Average.



FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases        0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                    0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)                 0%


(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."

(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.75%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses                                                ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>


                                      -26-
<PAGE>   28
--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


<TABLE>
<CAPTION>
               1 YEAR           3 YEARS           5 YEARS           10 YEARS
<S>                             <C>               <C>               <C>
               $_____            $_____            $_____            $_____
</TABLE>


                                      -27-
<PAGE>   29
--------------------------------------------------------------------------------

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



ACTIVE OTC STOCK FUND

FUND SUMMARY

Investment Goal                   Long-term capital growth
--------------------------------------------------------------------------------

Investment Focus                  Seeks to actively outperform the NASDAQ 100
                                  Index
--------------------------------------------------------------------------------

Principal Investment Strategy     Invest in individual securities within NASDAQ
                                  100 Index
--------------------------------------------------------------------------------

Share Price Volatility            High
--------------------------------------------------------------------------------

Investor Profile                  Investors seeking long-term capital growth
                                  from a Fund that invests in the individual
                                  securities within the NASDAQ 100 Index


INVESTMENT OBJECTIVE
The Active OTC Stock Fund seeks long-term capital growth.

INVESTMENT STRATEGY
The Fund will use a quantitative equity selection process to systematically
overweight and underweight, relative to the market benchmark, individual
securities within the NASDAQ 100 Index. The NASDAQ 100 Index contains 100 of the
largest and most active non-financial securities listed on the NASDAQ Stock
Market, as defined by market capitalization, and is the market benchmark for the
Fund.

The Fund does not intend to concentrate (invest more than 25% of its assets) in
securities of issuers in particular industries or group of industries, except
and insofar as those securities may be concentrated within the market benchmark
(the NASDAQ 100 Index). In the event that the market benchmark contains
concentrations of issuers within a given industry or group of industries, it is
likely that the Fund will also be concentrated in that industry or group of
industries.

The Fund employs a top-down, quantitative equity selection process combined with
strict risk controls in an attempt to generate investment returns in excess of
those of the market benchmark. The portfolio construction process begins with a
securities universe of the equity securities found in the NASDAQ 100 Index.
Proprietary valuation models are used to predict the short-term outperformance
potential of each stock in the securities universe. These proprietary valuation
models are driven by such factors as each stock's level of risk, growth,
valuation, and momentum. These estimates of short-term performance are combined
with estimates of market risk, as well as with other factors such as transaction
costs, to form optimal portfolios of securities holdings. These optimal
portfolios seek to add value principally through successful identification of
those securities which will outperform the market benchmark vs. those securities
which will underperform the market benchmark. Portfolios are created in which
those securities expected to outperform are held in greater proportion than
typically found in the market benchmark, while those expected to underperform
are held in less proportion. Overweighting or underweighting securities from a
particular industry or group of industries is not a principal investment
strategy of the Fund.

The Fund is a non-diversified Fund. This means that it may invest more than 5%
of its assets in the securities of a single company. However, the Fund will
comply with the diversification requirements imposed by the Internal


                                      -28-
<PAGE>   30
--------------------------------------------------------------------------------

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



Revenue Code of 1986 in order to pass on the maximum tax benefits associated
with the income earned to each investor.

The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

The Fund may, from time to time, engage in active or frequent trading of
portfolio securities to achieve the Fund's principal investment strategies. The
Fund does not intend to take any extraordinary actions to avoid possible adverse
tax consequences of its level of portfolio trading.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

        Concentration in the NASDAQ 100 Index Risk - The Fund's investments are
        concentrated in the securities comprising the NASDAQ 100 Index. This
        Index is typically more volatile than other large capitalization indices
        of the stock market (such as the S & P 500 Stock Index), and investors
        may experience short-term loss of capital in excess of that experienced
        in the broader stock market. Because the NASDAQ 100 Index may invest
        relatively more assets in certain industry sectors than others (such as
        technology), the Fund's performance may be more susceptible to any
        developments which affect those sectors emphasized by the Index.

        Non-Diversification Risk - The Fund is considered non-diversified
        because it may invest more than 5% of its assets in the securities of a
        single company. Therefore, gains or losses on a single company may have
        a greater impact on the Fund.

        Market Risk - Market risk is the possibility that the Fund's investments
        in equity securities will decline because of drops in the stock market.
        Stock markets tend to move in cycles, with occasional extended periods
        of declining stock prices. The value of your investment in the Fund may
        fall during these periods of declining stock prices.

        Investment Style Risk - Investment style risk is the possibility that,
        while a particular set of equity investments may not decline in value,
        their returns may trail the returns of other classes or styles of equity
        investments, such as small to medium capitalization firms, or firms
        which pay large dividends. Investment style risk may also arise from the
        fact that other non-equity investments, such as an investment in fixed
        income securities, may outperform an investment in the Fund.

        For more information about these risks please refer to the section
        titled "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


                                      -29-
<PAGE>   31
--------------------------------------------------------------------------------

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



PERFORMANCE INFORMATION

This section would normally include a bar chart and a table showing how the
Active OTC Stock Fund has performed and how performance has varied from year to
year. Because the Fund has not been in operation for a full calendar year, the
bar chart and table are not shown.

FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

Maximum Sales Charge (Load) Imposed on Purchases        0%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load)                    0%
(as a percentage of net asset value)

Redemption Fee
(as a percentage of amount redeemed)(2)                 0%

(1)  A shareholder's account may be charged account fees, by its financial
     institution, for automatic investments, exchanges, and other investment
     services. Please refer to the section titled "Shareholder Information."
(2)  Does not include any wire transfer fees, if applicable. Currently, a wire
     transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.

<TABLE>
<S>                                                           <C>
Investment Advisory Fees                                      0.95%
Distribution/Service (12b-1) Fees                             0.00%
Other Expenses(1)                                             ____%

Total Annual Fund Operating Expenses                          ____%
</TABLE>

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


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same.


                                      -30-
<PAGE>   32
--------------------------------------------------------------------------------

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



Although your actual costs and returns may be different, your approximate costs
of investing $10,000 in the Fund would be:

<TABLE>
                           1 YEAR           3 YEARS
<S>                                         <C>
                           $_____            $_____
</TABLE>


                                      -31-
<PAGE>   33

SHAREHOLDER INFORMATION


MULTIPLE CLASS STRUCTURE


The Eureka Funds offer three classes of shares: Trust shares , Class A shares,
and Class B shares. Trust shares are offered to Sanwa Bank California and its
affiliates, and certain other financial service providers approved by the
Distributor. Trust shares are also offered to employees of Sanwa Bank
California, employees of BISYS Fund Services, and Trustees of the Eureka Funds.
Trust shares are not subject to a distribution/service (12b-1) fee or a
shareholder servicing fee. Class A shares and Class B shares are offered to the
general public through a separate prospectus and are subject to a distribution/
service (12b-1) fee and a shareholder servicing fee.


OPENING AN ACCOUNT

1.       Read this prospectus carefully.

2.       Determine how much you want to invest.

         o        If purchasing through a financial institution approved by the
                  Distributor, then contact that financial institution. With
                  respect to such shares, it is the responsibility of the
                  financial institution to transmit purchase or redemption
                  orders to the Distributor. Such shares will normally be held
                  of record by the financial institution. Beneficial ownership
                  of shares will be recorded by the financial institution and
                  reflected in the account statements provided by the financial
                  institution to the customer. The minimum initial investment is
                  $100,000. There is no minimum subsequent investment amount.

         o        Employees of Sanwa Bank California, employees of BISYS Fund
                  Services, and Trustees of the Eureka Funds may directly
                  purchase Trust shares. The minimum initial investment is $500,
                  or $50 if part of the Eureka Funds' automatic investment plan.
                  There is no minimum subsequent investment amount.

                           Complete the appropriate parts of the Account
                           Registration Form, carefully following the
                           instructions. You must submit additional
                           documentation when opening trust, corporate or power
                           of attorney accounts. For additional information or
                           for an Account Registration Form, please contact your
                           local Sanwa Bank California office or call Eureka
                           Funds at (888) 890-8121.

                  A Fund may waive its minimum purchase requirement. The
                  Distributor may reject an order if it is considered to be in
                  the best interest of the Fund.

                                      -32-
<PAGE>   34

BUYING SHARES

<TABLE>
<CAPTION>
<S>                                                                     <C>
              OPENING AN ACCOUNT                                         ADDING TO AN ACCOUNT

---------------------------------------------------------------------------------------------------------------------------
BY MAIL OR BY OVERNIGHT MAIL
---------------------------------------------------------------------------------------------------------------------------

        o     To buy shares through a financial institution        o     To add to your account through a financial
              approved by the Distributor, you must                      institution approved by the Distributor,
              contact that financial institution.                        you must contact that financial institution.

        o     Employees of Sanwa Bank California, employees        o     Employees of Sanwa Bank California, employees
              of BISYS Fund Services, and Trustees of the                of BISYS Fund Services, and Trustees of the
              Eureka Funds may follow the instructions below:            Eureka Funds may follow the instructions below:

              -   Prepare a check, bank draft, or money                  -   Prepare a check, bank draft, or
                  order for the investment amount (at                        money order for the investment
                  least $500, or at least $50 if part of                     amount payable (there is no minimum
                  the automatic investment plan), payable                    amount) to the Eureka Funds.
                  to the Eureka Funds.

              -   Deliver the check, bank draft, or                      -   Deliver the check, bank draft, or money
                  money order and your completed Account                     order and investment slip attached to
                  Registration Form to:                                      your account statement (or, if unavailable,
                                                                             provide the Fund name, share class, amount
                                                                             invested, account name, and account number)
                                                                             to:


                      By Mail:                                                    By Mail:
                      -------                                                     --------
                      Eureka Funds                                                Eureka Funds
                      P.O. Box 182792                                             P.O. Box 182792
                      Columbus, Ohio                                              Columbus, Ohio 43218-2792
                      43218-2792

                      By Overnight Mail:                                          By Overnight Mail:
                      ------------------                                          ------------------
                      Eureka Funds                                                Eureka Funds
                      c/o BISYS Fund Services                                     c/o BISYS Fund Services
                      Attn: T.A. Operations                                       Attn: T.A. Operations
                      3435 Stelzer Road                                           3435 Stelzer Road
                      Columbus, Ohio  43219                                       Columbus, Ohio 43219

                                      All purchases by check should be in U.S. dollars.
                               Third party checks, credit cards or cash will not be accepted.

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

                                                                   o      If you purchased shares through a financial
                                                                          institution approved by the Distributor,
                                                                          contact that financial institution to place
                                                                          an order by wire transfer.

                                                                   o      Employees of Sanwa Bank California, employees
                                                                          of BISYS Fund Services, and Trustees of the
                                                                          Eureka Funds may follow the instructions below:

                                                                          -      To place an order by wire transfer call
                                                                                 the Funds at (888) 890-8121 to obtain
                                                                                 wiring instructions regarding the bank
                                                                                 account number into which funds should be
                                                                                 wired and other pertinent information.
</TABLE>


                                      -33-
<PAGE>   35
                    Your bank may charge a fee to wire funds.


                                      -34-
<PAGE>   36
BUYING SHARES
<TABLE>
<CAPTION>
                  OPENING AN ACCOUNT                                           ADDING TO AN ACCOUNT

---------------------------------------------------------------------------------------------------------------------------
BY ELECTRONIC FUNDS TRANSFER
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>
         o        Your bank must participate in the                   o        Employees of Sanwa Bank California,
                  Automated Clearing House and must                            employees of BISYS Fund Services, and
                  be a U.S. bank.                                              Trustees of the Eureka Funds may follow the
                                                                               instructions below:
         o        To purchase shares by electronic
                  funds transfer through a financial
                  institution approved by the Distributor,
                  you must contact that financial institution.

         o        Employees of Sanwa Bank California,
                  employees of BISYS Fund Services, and
                  Trustees of the Eureka Funds may call (888)
                  890-8121 to arrange an electronic purchase.

                  -        Establish the electronic purchase
                           option on your Account Registration
                           Form.

                  -        Call (888) 890-8121 to arrange an
                           electronic purchase.

</TABLE>

     Your bank may charge a fee to send funds by electronic wire transfer.

                                      -35-
<PAGE>   37
SELLING SHARES

<TABLE>
<CAPTION>
<S>                                                                 <C>
              DESIGNED FOR                                          TO SELL SOME OR ALL OF YOUR SHARES

------------------------------------------------------------------------------------------------------------------------------
BY MAIL
------------------------------------------------------------------------------------------------------------------------------

         o        Accounts of any type.                             o        Write a letter of instruction indicating the
                                                                             fund name, your account number, and the
         o        Sales of any amount.                                       name(s) in which the account is
                                                                             registered and the dollar value or
Shares purchased through a financial institution approved                    number of shares you wish to sell.
by the Distributor may be required to be redeemed in
accordance with instructions and limitations pertaining             o        Include the account owner(s) signature(s).
to his or her account. For example, if a customer has
agreed to maintain a minimum balance in his or her                  o        Mail the materials to the Eureka Funds, P.O.
account, and the balance in that account falls below that                    Box 182792, Columbus, Ohio  43218-2792.
minimum, the customer may be required to redeem, or the                      Or by overnight mail to the Eureka
financial institution approved by the Distributor may                        Funds, c/o BISYS Fund Services, Attn:
redeem for and on behalf of the customer, all or part of                     T.A. Operations, 3435 Stelzer Road,
the customer's shares to the extent necessary to maintain                    Columbus, Ohio 43219.
the required minimum balance. If a distribution is to be
made to a customer who is not eligible to receive Trust             o        A check will be mailed to the name(s) and
Shares, for whatever reason, then Class A Shares will be                     address in which the account is
distributed to that customer. Contact your financial                         registered, or otherwise according to
institution for instructions and more information.                           your letter of instruction.

------------------------------------------------------------------------------------------------------------------------------
BY TELEPHONE
------------------------------------------------------------------------------------------------------------------------------

         o        Accounts of any type.                             o        Call (888) 890-8121 with instructions as to
                                                                             how you wish to receive your funds (mail,
         o        Sales of any amount.                                       wire, electronic transfer).

Shares purchased through a financial institution approved
by the Distributor may be required to be redeemed in
accordance with instructions and limitations pertaining
to his or her account.  Contact your financial
institution for instructions and more information.

This option is not available if you have declined telephone privileges.

------------------------------------------------------------------------------------------------------------------------------
BY WIRE
------------------------------------------------------------------------------------------------------------------------------

         o        Accounts of any type which have                   o        Call (888) 890-8121 to request a wire
                  elected the wire option on the                             transfer.
                  Account Registration Form.

         o        Sales of any amount.                              o        If you call by 4 p.m. Eastern time, your
                                                                             payment will normally be wired to your
Shares purchased through a financial institution approved                    bank on the next business day.
by the Distributor may be required to be redeemed in
accordance with instructions and limitations pertaining
to his or her account.  Contact your financial
institution for instructions and more information.

                                          The Fund may charge a wire fee.
                                Your bank may charge a fee to receive funds by wire.

------------------------------------------------------------------------------------------------------------------------------
BY AUTOMATED CLEARING HOUSE (ACH)
------------------------------------------------------------------------------------------------------------------------------

         o        Accounts of any type.                              o       Call (888) 890-8121 to request an electronic
                                                                             funds transfer.
         o        Sales of any amount.
                                                                     o       If you call by 4 p.m. Eastern time, the NAV
         o        Shareholders with accounts at a U.S.                       of your shares will normally be determined
                  bank which participates in the Automated                   on the same day and the proceeds will be
                  Clearing House.                                            created within 8 days.

                          Your bank may charge a fee to receive funds by Automated Clearing House.
</TABLE>


                                      -36-
<PAGE>   38
GENERAL POLICIES ON SELLING SHARES

SELLING SHARES IN WRITING. In certain circumstances, you may need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee unless:

         o        the redemption check is payable to the shareholder(s) of
                  record, and

         o        the check is mailed to the shareholder(s) of record and mailed
                  to the address of record.

You should be able to obtain your signature guarantee from a bank, broker,
dealer, credit union, securities exchange or association, clearing agency, or
savings association. A notary public CANNOT provide a signature guarantee.

RECEIVING YOUR MONEY. Normally, payment of your redemption proceeds will be made
as promptly as possible and, in any event, within seven calendar days after the
redemption order is received. At various times, however, a Fund may be requested
to redeem shares for which it has not yet received good payment; collection of
payment may take fifteen days or more. If you have made your initial investment
by check, you cannot receive the proceeds of that check until it has cleared.
You can avoid this delay by purchasing shares with a certified check or wire
transfer.

INVOLUNTARY SALES OF YOUR SHARES. Shares may be redeemed involuntarily if an
account balance falls below the minimum established by the financial institution
approved by the Distributor. Each Fund reserves the right to redeem your shares
at net asset value if your account balance drops below $25,000. Before a Fund
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 $25,000. Employees of Sanwa Bank California, employees of
BISYS Fund Services, and Trustees of the Eureka Funds will not be required to
maintain a minimum account balance.

POSTPONEMENT OF REDEMPTION REQUEST. The Funds may postpone payment for shares at
times when the New York Stock Exchange is closed or under any emergency
circumstances as determined by the Securities and Exchange Commission. If you
experience difficulty making a telephone redemption during periods of drastic
economic or market change, you can send the Funds your request by regular or
express mail. Follow the instructions above under "Selling Your Shares" in this
section.


REDEMPTION IN KIND. The Funds reserve the right to make payment in securities
rather than cash, known as a ""redemption in kind."" This could occur under
extraordinary circumstances, such as a very large redemption that could affect
Fund operations (for example, more than 1% of a Fund"'s net assets). If the Fund
deems it advisable for the benefit of all shareholders, redemption in kind will
consist of securities equal in market value to your shares. When you convert
these securities to cash, you will pay brokerage charges.

UNDELIVERABLE REDEMPTION CHECKS. For any shareholder who chooses to receive
distributions in cash: If distribution checks (1) are returned and marked as
""undeliverable" or (2) remain uncashed for six months, your account will be
changed automatically so that all future distributions are reinvested in your
account. Checks that remain undeliverable or uncashed for six months will be
canceled and will be redeposited in your account at the current net asset value.


                                      -37-
<PAGE>   39
EXCHANGING SHARES

HOW TO EXCHANGE YOUR SHARES. 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). A Shareholder wishing to exchange Trust Shares purchased through a
financial adviser or brokerage account may do so by contacting their adviser or
broker.


The Funds do not charge a fee for processing exchanges of its Trust Shares. The
exchange will be made 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.

Any shareholder who wishes to make an exchange must have received a current
Prospectus of the Fund in which he or she wishes to invest before the exchange
will be effected.


If not selected on the Account Registration Form, the Shareholder will
automatically receive exchange privileges.


The Funds reserve the right to change the terms of the exchange privilege 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. Other than exchanges pursuant
to the Eureka Funds' Auto Exchange Plan, there is a $500 minimum for exchanges.

PRICING OF FUND SHARES


VALUATION OF SHARES. The price of a Fund's shares is based on the Fund's net
asset value. The net asset value of a Fund is determined by dividing the total
market value of the Fund's investments and other assets, less any liabilities,
by the total number of outstanding shares of the Fund. The net asset value is
calculated separately for the Trust shares, the Class A shares and the Class B
shares of each Fund.


The net asset value for each Fund (except the Money Market Funds)may be found
daily in The Wall Street Journal and other newspapers.


Money Market Funds (the U.S.         -        The net asset value of each of the
Treasury Obligations Fund,                    Money Market Funds is determined
                the                           on each business day as of 1:00
Prime Money Market Fund,                      p.m. Eastern time and as of the
and the California Money Fund)                close of regular trading of the
                                              New York Stock Exchange ("NYSE")
                                              (generally 4:00 p.m. Eastern time)
                                              on each day in which the NYSE is
                                              open for trading and the Federal
                                              Reserve Bank is open and any other
                                              day during which there is
                                              sufficient trading in a Fund's
                                              investments that the Fund's net
                                              asset value may be materially
                                              affected.

                                     -        The assets in each Money Market
                                              Fund are valued based upon the
                                              amortized cost method, which does
                                              not take into account unrealized
                                              gains or losses.

                                     -        Each Money Market Fund's net asset
                                              value is expected to remain at a
                                              constant $1, although there is no
                                              assurance that this will be
                                              maintained.


                                      -38-
<PAGE>   40
                                     -        For further information about the
                                              valuation of investments, see the
                                              Statement of Additional
                                              Information.


Investment Grade Bond Fund, the      -        The net asset value of the
Global Asset Allocation Fund, the             Investment Grade Bond Fund, the
Equity Fund and the Active OTC                Global Asset Allocation Fund, the
Stock Fund                                    Equity Fund, and the Active OTC
                                              Stock Fund is determined on each
                                              business day as of the close of
                                              regular trading of the NYSE
                                              (generally 4:00 p.m. Eastern time)
                                              on each day in which the NYSE is
                                              open for trading and any other day
                                              during which there is sufficient
                                              trading in a Fund's investments
                                              that the Fund's net asset value
                                              may be materially affected.

                                     -        The assets in the Investment Grade
                                              Bond Fund, the Global Asset
                                              Allocation Fund, the Equity Fund,
                                              and the Active OTC Stock Fund are
                                              valued accordingly:

                                                       Portfolio securities, the
                                                       principal market for
                                                       which is a securities
                                                       exchange, will be valued
                                                       at the closing sales
                                                       price on that exchange,
                                                       or, if there have been no
                                                       sales during that day, at
                                                       their latest bid. If
                                                       market quotations are not
                                                       readily available, the
                                                       securities will be valued
                                                       by a method which the
                                                       Board of Trustees
                                                       believes accurately
                                                       reflects fair value.

                                                       Portfolio securities, the
                                                       principal market for
                                                       which is not a securities
                                                       exchange, will be valued
                                                       at the mean between their
                                                       latest bid and asked
                                                       prices. If such prices
                                                       are not available, then
                                                       the securities will be
                                                       valued by a method which
                                                       the Board of Trustees
                                                       believes accurately
                                                       reflects fair value.

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

BUY AND SELL PRICES. When you buy shares, you pay the net asset value next
determined after your order is received. When you sell shares, you receive the
net asset value next determined after your order is received.


                                      -39-
<PAGE>   41
ADDITIONAL INVESTOR SERVICES

AUTO INVEST PLAN (AIP). AIP enables a Shareholder who is an employee of Sanwa
Bank California, an employee of BISYS Fund Services, or a Trustees of the Eureka
Funds to set up periodic additional investments in the Funds of your choice
through automatic deductions from your bank account. The minimum investment
amount is $50 per Fund and the minimum subsequent investment amount is $50 per
Fund. Investments may be made bi-monthly, monthly, or quarterly. To establish,
complete the appropriate section in the Account Registration Form. To
participate in AIP from your bank account, please attach a voided check to your
Account Registration Form.

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 EXCHANGE. Eureka Funds Auto Exchange enables a Shareholder who is an
employee of Sanwa Bank California, an employee of BISYS Fund Services, or a
Trustees 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 and are still subject to minimum account balance
requirements as described below.

To participate in the Auto Exchange, complete the appropriate section of the
Account Registration Form, which can be acquired by calling the Funds at (888)
890-8121. 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.

AUTO WITHDRAWAL PLAN (AWP). If you have at least $10,000 in the Fund selected
and maintain a minimum account balance of $1,000 in the Fund, you may use AWP,
which allows you to receive regular distributions from your account. Under the
plan you may elect to receive automatic payments via check of at least $100 per
Fund or more on a monthly basis. You may arrange to receive regular
distributions from your account and have the amount transferred according to
your instructions by completing the appropriate section in the Account
Registration Form or by submitting a written request (with signature guarantee)
to the Funds. To change the AWP 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 AWP may be amended or terminated, without notice, at any
time.

EUREKA FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA"). 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 and there is
no minimum subsequent investment requirement. Available IRAs include IRAs set up
under a Simplified Employee Pension Plan 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.


         For more information on a Eureka Funds IRA call the Funds at (888)
890-8121. Shareholders are advised to consult a tax adviser on Eureka Funds IRA
contribution and withdrawal requirements and restrictions.

                                      -40-
<PAGE>   42
DIVIDENDS AND DISTRIBUTIONS


As a mutual fund shareholder, you may receive capital gains and/or income from
your investment. The Money Market Funds and the Investment Grade Bond Fund
declare dividends daily and pay income dividends monthly. The Global Asset
Allocation Fund declares and pays income dividends annually. The Equity Fund
declares and pays income dividends monthly. The Active OTC Stock Fund] declares
and pays income dividends ______. The Money Market Funds do not expect to
realize any capital gains. However, if capital gains are realized, the Money
Market Funds will distribute such gains at least once a year. The Investment
Grade Bond Fund, the Global Asset Allocation Fund, the Equity Fund, and the
Active OTC Stock Fund each distribute capital gains, if any, at least once a
year.


We will automatically reinvest any income dividends and capital gains
distributions you are entitled to in additional shares of your Fund(s) unless
you notify the Funds that you want to receive your distributions in cash. To do
so, select the cash option on your application or to change your existing
account, send a letter with your request, including your name and account number
to:

                                   Eureka Funds
                                 P.O. Box 182792
                            Columbus, Ohio 43218-2792

Your request will become effective for distributions having record dates after
our Distributor receives your request. Note that the Internal Revenue Service
treats dividends paid in additional Fund shares the same as it treats dividends
paid in cash.

TAXES

Your mutual fund investments may have a considerable impact on your tax
situation. We've summarized some of the main points you should know below. Note,
however, that the following is general information and will not apply to you if
you are investing through a tax-deferred account such as an IRA or a qualified
employee benefit plan. In addition, if you are not a resident of the United
States, you may have to pay taxes besides those described here, such as U.S.
withholding and estate taxes.

We will send you a statement each year showing the tax status of all your
distributions. The laws governing taxes change frequently, however, so please
consult your tax adviser for the most up-to-date information and specific
guidance regarding your particular tax situation. You can find more information
about the potential tax consequences of mutual fund investing in our Statement
of Additional Information.

Note that you may have to pay taxes on Fund distributions whether you received
them in the form of cash or additional Fund shares. The Internal Revenue Service
treats most mutual fund distributions as ordinary income. One exception is
long-term capital gains, which are typically taxed at a lower rate than ordinary
income when distributed to shareholders who are individuals regardless of how
long such shareholders have held their Fund shares.

TAXES ON FUND DISTRIBUTIONS. You may owe taxes on Fund distributions even if
they represent income or capital gains the Fund earned before you invested in it
(if such income or capital gains were included in the price you initially paid
for your shares).

STATE, LOCAL, AND FOREIGN TAXES. In addition to federal taxes, you may have to
pay state, local, and foreign taxes on the dividends or capital gains, if any,
you receive from a Fund, as well as on capital gains, if any, you realized from
selling or exchanging Fund shares.

DIVIDENDS AND SHORT-TERM CAPITAL GAINS. The Internal Revenue Service treats any
dividends and short-term capital gains you receive from the Funds as ordinary
income.

                                      -41-
<PAGE>   43
FUNDS INVESTING IN FOREIGN SECURITIES: If your Fund invests in foreign
securities, the income those securities generate may be subject to foreign
withholding taxes, which may decrease their yield. Foreign governments may also
impose taxes on other payments or gains your Fund earns on these securities. In
general, shareholders in these Funds will not be entitled to claim a credit or
deduction for these foreign taxes on their U.S. tax return. (There are some
exceptions, however; please consult your tax adviser for more information.) In
addition, foreign investments may prompt a fund to distribute ordinary income
more frequently and/or in greater amounts than purely domestic funds, which
could increase your tax liability.

TAX CONSEQUENCES OF SELLING OR EXCHANGING SHARES. If you sell or exchange Fund
shares, you may have to report capital gains, if any, you realize as income and
any capital loss as a deduction on your federal income tax return. For more
specific information about your own tax situation, consult your tax adviser.

The portfolio managers of the Funds do not actively consider tax consequences
when making investment decisions. From time to time, the Funds may realize
capital gains as by-products of ordinary investment activities. As a result, the
amount and timing of Fund distributions may vary considerably from year to year.


--------------------------------------------------------------------------------
AVOID 31% TAX WITHHOLDING. If you have not done so already, be sure to provide
us with your correct taxpayer identification number OR certify that it is
correct. Unless we have that information, the Funds may be required, by law, to
withhold 31% of the taxable distributions you would otherwise be entitled to
receive from your Fund investments as well as any proceeds you would normally
receive from selling Fund shares.
--------------------------------------------------------------------------------


THESE TAX CONSIDERATIONS MAY OR MAY NOT APPLY TO YOU. PLEASE CONSULT YOUR TAX
ADVISER TO DETERMINE WHETHER THESE CONSIDERATIONS ARE RELEVANT TO YOUR
PARTICULAR INVESTMENTS AND TAX SITUATION. MORE INFORMATION ABOUT TAXES CAN BE
FOUND IN THE STATEMENT OF ADDITIONAL INFORMATION.

                                      -42-
<PAGE>   44
INVESTMENT MANAGEMENT

INVESTMENT ADVISER


Sanwa Bank California (Sanwa), 601 S. Figueroa Street, Los Angeles, California
90017, serves as the investment adviser to each Fund, subject to the general
supervision of the Board of Trustees of the Funds, and is responsible for the
day-to-day management of their investment policies. Sanwa is a wholly-owned
subsidiary of The Sanwa Bank Limited, of Japan. Established in 1972, Sanwa
provides a full range of individual and business banking services through a
network of more than 100 branches and offices statewide. As of September 30,
2000, Sanwa had approximately $9.4 billion in assets.

The Eureka Equity Fund and the Eureka Global Asset Allocation Fund are managed
by a team of investment professionals at Sanwa who make the investment decisions
and continuously review and administer the investment programs of the Funds.



         The Eureka U.S. Treasury Obligations Fund, the Eureka Prime Money
Market Fund, and the Eureka Investment Grade Bond Fund are managed by David
Lampert. Mr. Lampert, Vice President and Director of Fixed Income, has been with
the Adviser since 1984 where he handles investment management and client
relations for personal and institutional trust and agency accounts for Sanwa
Investment Management. As Deputy Head of Sanwa Investment Management, Mr.
Lampert is a key player in the investment strategy and portfolio management of
the Adviser's $2.3 billion in managed assets.

                    The Eureka California Money Fund is managed by . . .
                    The Eureka Active OTC Stock Fund is managed by . . .


         Mr. Lampert has held several positions within Sanwa. Before joining the
investment management department, he served as deputy treasurer, managing
investment and derivative sales, trading, and funding. He also served as fixed
income section manager, managing a bond portfolio of $700 million and a money
market portfolio of $1.2 billion. Mr. Lampert graduated from the University of
California at Los Angeles with a bachelor of arts in business/economics.

                                      -43-
<PAGE>   45

The investment advisory fees paid to Sanwa, after voluntary fee reductions, by
the Funds for the fiscal year ended September 30, 2000 were as follows:


<TABLE>
<CAPTION>
         Fund                               % of Average Net Assets
         ----                               -----------------------
<S>                                                  <C>
U.S. Treasury Obligations Fund                       0.10%
Prime Money Market Fund                              0.20%
Investment Grade Bond Fund                           0.50%
Global Asset Allocation Fund                         0.80%
Equity Fund                                          0.65%
</TABLE>

Prior Performance of the Adviser
--------------------------------

The following tables set forth the Adviser's composite performance data relating
to the historical performance of all collective investment trusts and common
trust funds managed by the 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 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 Adviser.

The Adviser's composite performance data shown below 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 Adviser's
institutional private accounts, without provision for federal or state income
taxes. Custodial fees, if any, were not included in the calculation. The
Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the 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
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 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 Funds by the Investment Company Act of 1940 or Subchapter M of the Internal
Revenue Code. Consequently, the performance results for the 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. In addition, the performance results for the Adviser's
composites would have been lower if the expenses to which the Equity Fund and
the Investment Grade Bond Fund are subject were applied.


         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 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 Adviser's
composites were not calculated pursuant to the methodology established by the
SEC that will be used to calculate the performance results of the Funds.
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.


                                      -44-
<PAGE>   46
         All information set forth in the tables below relies on data supplied
by the Adviser or from statistical services, reports or other sources believed
by the Adviser to be reliable. However, except as otherwise indicated, such
information has not been verified and is unaudited.

                               Equity Performance
                               ------------------


<TABLE>
<CAPTION>
                                                   Eureka          Adviser's
                                                   Equity            Equity          S&P 500
         Year                                       Fund           Composite        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%
         1997(3)                                   5.55%              --               6.42%
         1998(4)                                  27.05%              --              28.60%
         1999(5)                                  15.96%              --              21.04%
         2000(6)                                   ____%              --               ____%
         Since Inception(7)                        ____%              --               ____%
         One Year ended October 31, 1997                              30.12%          32.10%
         5 Years ended October 31, 1997                               17.38%          19.85%
         10 Years ended October 31, 1997                              15.03%          17.14%
</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 for the period from November 1, 1997 through December 31, 1997. Return has
not been annualized.
       (4) Average annual total return for the Trust Shares of the Eureka Equity
Fund for the period from January 1, 1998 through December 31, 1998.
       (5) Average annual total return for the Trust Shares of the Eureka Equity
Fund for the period from January 1, 1999 through December 31, 1999.

       (6) Average annual total return for the Trust Shares of the Eureka Equity
Fund for the period from January 1, 2000 through December 31, 2000.
       (7) Average annual total return for the Trust Shares of the Eureka Equity
Fund for the period from November 1, 1997 through December 31, 2000.


                                      -45-
<PAGE>   47

                        Investment Grade Bond Performance
                        ---------------------------------

<TABLE>
<CAPTION>
                                            Eureka                                 Lehman           Lehman
                                          Investment          Adviser's           Brothers         Brothers
                                             Grade           Investment          Government/       Aggregate
                                             Bond            Grade Bond           Corporate          Bond
Year                                         Fund             Composite         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%
1997(4)                                         1.24%           --                 1.58%            1.47%
1998(5)                                         8.25%           --                 9.47%            8.69%
1999(6)                                        -1.95%           --                -2.15%           -0.83%
2000(7)                                          ___%           --                  ___%             ___%
Since Inception(8)                               ___%           --                  ___%             ___%

Through October 31, 1997
------------------------
Last Year                                                        8.05%             8.81%            8.89%
Last 5 Years                                                     5.65%             7.62%            7.51%
Last 10 Years                                                    7.60%             9.19%            9.25%
</TABLE>




----------
        (1) The Lehman Brothers Government/Corporate Bond Index includes the
Lehman Brothers Government and Lehman Brothers Corporate Bond indices. The
Lehman Brothers Government Bond Index is made up of the Lehman Brothers Treasury
Bond Index (all public obligations of the U.S. Treasury, excluding flower bonds
and foreign-targeted issues) and the Lehman Brothers 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 Lehman Brothers Treasury
Index, composed of Treasury issues with 20 years or more to maturity. The Lehman
Brothers Corporate Bond Index includes all publicly issued, fixed rate,
nonconvertible investment grade, dollar-denominated, SEC-registered corporate
debt. The Lehman Brothers 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 Brothers Aggregate Bond 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.


        (4) Aggregate total return for the Trust Shares of the Eureka Investment
Grade Bond Fund for the period from November 1, 1997 through December 31, 1997.
Return has not been annualized.

                                      -46-
<PAGE>   48
        (5) Average annual total return for the Trust Shares of the Eureka
Investment Grade Bond Fund from the period from January 1, 1998 through December
31, 1998.

        (6) Average annual total return for the Trust Shares of the Eureka
Investment Grade Bond Fund from the period from January 1, 1999 through December
31, 1999.


        (7) Average annual total return for the Trust Shares of the Eureka
Investment Grade Bond Fund from the period from January 1, 2000 through December
31, 2000.

        (8) Average annual total return for the Trust Shares of the Eureka
Investment Grade Bond Fund for the period from November 1, 1997 through December
31, 2000.


                                      -47-
<PAGE>   49

OTHER SERVICE PROVIDERS


DISTRIBUTOR & ADMINISTRATOR

         BISYS Fund Services
         3435 Stelzer Road
         Columbus, Ohio  43219-3035

TRANSFER AGENT

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

CUSTODIAN

         The Bank of New York
         100 Church Street
         New York, New York  10286


LEGAL COUNSEL

         Ropes & Gray
         1301 K Street, N.W., Suite 800 East
         Washington, DC  20005

AUDITORS

         Ernst & Young, LLP
         10 West Broad Street
         Columbus, Ohio  43219

                                      -48-
<PAGE>   50
FINANCIAL HIGHLIGHTS


The financial highlights table is intended to help you understand the financial
performance of the Trust Shares of each Fund for the period from commencement of
operations through September 30, 2000. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by Ernst & Young LLP, whose report, along with the Fund's financial
statements, are included in the annual report, which is available upon request.


                                      -49-
<PAGE>   51
                    ADDITIONAL INVESTMENT PRACTICES AND RISKS

INVESTMENT PRACTICES
--------------------

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques used by the Fund, as well as the risks
inherent in their use. Equity securities are subject mainly to market risk.
Fixed income securities are primarily influenced by market, credit and
prepayment risks, although certain securities may be subject to additional
risks. For a more complete discussion, see the Statement of Additional
Information. Following the table is a more complete discussion of risk.



         X    NO FUNDAMENTAL POLICY LIMITATION ON USAGE

         -    NOT PERMITTED
         #    REPRESENTS MAXIMUM PERMISSIBLE PERCENTAGE OF TOTAL ASSETS
         +    FOR TEMPORARY DEFENSIVE PURPOSES MAY CONSTITUTE 100 PERCENT OF
              TOTAL ASSETS



<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<CAPTION>
                                     PRIME         U.S.                   INVESTMENT    GLOBAL                ACTIVE
                                     MONEY       TREASURY                    GRADE      ASSET                  OTC
                                     MARKET     OBLIGATIONS  CALIFORNIA      BOND     ALLOCATION   EQUITY     STOCK
                                      FUND         FUND      MONEY FUND      FUND        FUND       FUND       FUND
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
INVESTMENT
PRACTICES
AND SECURITIES
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
ASSET BACKED SECURITIES.
Securities secured by 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.                 X           ----         ----         X           35          35         35
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
BANKERS' ACCEPTANCES.  Bills of
exchange or time drafts drawn on
and accepted by a commercial
bank.  Credit risk.                25          ----         25           35+         35+         35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
BORROWINGS.(1) The borrowing of
money from banks or through
reverse repurchase agreements.
Leverage and credit risks.         33 1/3      33 1/3       33 1/3       33 1/3      33 1/3      33 1/3     33 1/3
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
CERTIFICATES OF DEPOSIT.
Negotiable instruments with a
stated maturity.  Credit and
liquidity risks.                   X           ----         X            35+         35+         35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
COMMERCIAL PAPER AND OTHER
SHORT-TERM OBLIGATIONS.
Short-term promissory notes or
other obligations issued by
corporations and other
entities.  Credit risk.            X           ----         X            35+         35+         35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -50-
<PAGE>   52

<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
COMMON STOCK.  Shares of
ownership of a company.  Market
risk.                              ----        ----         ----         ----        X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
CONVERTIBLE SECURITIES.  Bonds
or preferred stock that convert
to common stock.  Credit,
interest rate and market risks.    ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
CORPORATE OR COMMERCIAL BONDS.
Debt securities issued by
corporations.  Credit and
interest rate risks.               X           ----         ----         X           X           35         35
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
DOLLAR ROLLS.  A transaction in
which a fund sells 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.                             ----        ----         -----        X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
EMERGING MARKET SECURITIES.
Securities of countries with
emerging economies or securities
markets.  Currency, information,
liquidity, market and political
risks.                             ----        ----         ------       15          15          15         15
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
FOREIGN SECURITIES.
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
 o   Stocks and bonds of
     foreign issuers               ----        ----         -----        35          X           35         35
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
 o   American depository
     receipts, European
     depository receipts, global
     depository receipts and
     other similar global
     instruments                   -----       ----         -----        35          X           35         35
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
 o   Eurodollar Certificates of
     Deposit, Yankee Certificates
     of Deposit, Eurodollar Time
     Deposits ("ETD's") and
     Canadian Time Deposits.       35          ----         ----         35          X           35         35

Currency, information,
liquidity, market, natural event
and political risks.
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -51-
<PAGE>   53

<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
FORWARD COMMITMENTS.  The
purchase or sale of a security
with payment and delivery
scheduled for a future time.
Leverage, market and opportunity
risks.                             X           X            X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
FORWARD FOREIGN CURRENCY
EXCHANGE TRANSACTIONS.
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.               ----        ----         ----         ----        50          ----       ----
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
ILLIQUID SECURITIES.(3)
Securities which may be
difficult to sell at an
acceptable price.  Liquidity,
market and valuation risks.        10          ----         10           15          15          15         15
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
INVESTMENT COMPANY SECURITIES.
Shares of other mutual funds. Sanwa
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.
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
 -   Money market mutual
     funds                         10          10           10           10          10          10         10
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
 -   Non-money market mutual
     funds                         ----        ----         ----         ----        10          ----       10
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
INVESTMENT GRADE BONDS.
Interest-bearing or discounted
government or corporate
securities that obligate the
issuer to pay the bondholder a
specified sum of money, usually
at specific intervals, and to
repay the principal amount of
the loan at maturity.
Investment grade bonds are those
rated BBB or better by S&P or
Baa or better by Moody's or
similarly rated by other
nationally recognized
statistical rating
organizations, or, if not rated,
determined to be of comparable
quality by the Adviser.  Market
and credit risks.                  ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -52-
<PAGE>   54

<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
MONEY MARKET INSTRUMENTS.
Investment-grade, U.S.
dollar-denominated debt
securities that have Remaining
maturities of one year or less.
These Securities may include
U.S. government obligations,
Commercial paper and other
short-term corporate
Obligations, repurchase
agreements collateralized with
U.S. government securities,
certificates of deposit,
bankers' acceptances, and other
financial institution
obligations.  These securities
may carry fixed or variable
interest rates. Market and
credit risks.                      X           ----         X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
MORTGAGE BACKED SECURITIES. (2)
Debt obligations 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.                             ----        ----         ----         X           35          35         35
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
MUNICIPAL OBLIGATIONS.
Securities issued by a state or
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.           35          ----         X            35          ----        ----       ----
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -53-
<PAGE>   55

<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
OPTIONS AND FUTURES.(1) Contracts
involving the right or 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.      ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
PREFERRED STOCK.  A class of
stock that generally pays a
dividend at a specified rate and
has preference over common stock
in the payment of dividends and
liquidation.  Market risk.         ----        ----         ----         75          X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
REPURCHASE AGREEMENTS.(1)  The
purchase of a security and the
simultaneous commitment to sell
it back at an agreed upon
price.  Credit, market and
leverage risks.                    X           X            X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
REVERSE REPURCHASE AGREEMENTS.(1,
4)  The sale of a security and
the simultaneous commitment to
buy it back at an agreed upon
price.  Credit, leverage and
market risks.                      X           X            X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
RESTRICTED SECURITIES.(5)
Securities not registered under
the Securities Act of 1933.
Market and valuation risks.        X           ----         X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
RIGHTS AND WARRANTS. A contract
issued by a 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.                   ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
SECURITIES LENDING.(1) The lending
of securities to financial
institutions, which provide cash
or government securities as
collateral. Credit risk.           33 1/3      33 1/3       33 1/3       33 1/3      33 1/3      33 1/3     33 1/3
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -54-
<PAGE>   56

<TABLE>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
SHORT-TERM TRADING. The sale of a
security soon after 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.                       ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
SWAPS, CAPS AND FLOORS.(5) Swaps
involve the exchange 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.      ----        ----         ----         X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
TIME DEPOSITS.  Non-negotiable
receipts issued by a bank in
exchange for the deposit of
funds.  Liquidity risk.            X           ----         X            35+         35+         35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
U.S. GOVERNMENT AGENCY
SECURITIES. Obligations issued
by U.S. government agencies,
such as the Federal National
Mortgage Association (FNMA),
including bills, notes, bonds,
and separately traded registered
interest and principal
securities.
Although these securities have
high credit ratings, the
majority of these obligations
are not backed by the full faith
and credit of the U.S.
government as are U.S. Treasury
securities. Credit and interest
rate risks.                        X           ----         X            X           X           35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
U.S. TREASURY SECURITIES:
Obligations issued or guaranteed
as to payment of principal and
interest by the full faith and
credit of the U.S. government
including bills, notes, bonds,
and separately traded registered
interest and principal
securities. Market risk.           X           X            X            X           X           35+        35+
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -55-
<PAGE>   57

<TABLE>
<S>                                <C>         <C>        <C>            <C>         <C>        <C>         <C>
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
VARIABLE AND FLOATING RATE
INSTRUMENTS.  Obligations 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.          X           ----         X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
WHEN-ISSUED OR DELAYED-DELIVERY
SECURITIES.  The purchase or
sale of securities for delivery
at a future date.  Leverage,
market and opportunity risks.      X           X            X            X           X           X          X
---------------------------------- ----------- ------------ ------------ ----------- ----------- ---------- ----------
</TABLE>


                                      -56-
<PAGE>   58

(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.

                                      -57-
<PAGE>   59
                                INVESTMENT RISKS
                                ----------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above as well as those risks
discussed in "What are the main risks of investing in this Fund?" Because of
these risks, the value of the securities held by each Fund may fluctuate, as
will the value of your investment in the Fund. Certain investments and Funds are
more susceptible to these risks than others.

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.

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.

FOREIGN INVESTMENT RISK. The risk associated with higher transaction costs,
delayed settlements, currency controls and adverse economic developments. This
also includes 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. Exchange rate
volatility also may affect the ability of an issuer to repay U.S. dollar
denominated debt, thereby increasing credit risk. Foreign securities may also be
affected by incomplete or inaccurate financial information on companies, social
upheavals or political actions ranging from tax code changes to governmental
collapse. These risks are more significant in emerging markets.

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. The risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value. Leverage is often associated with investments in derivatives, but also
may be embedded directly in the characteristics of other securities.

         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.
         Hedges are sometimes subject to imperfect matching between the
         derivative and underlying security, and there can be no assurance that
         a Fund's hedging transactions will be effective.

                                      -58-
<PAGE>   60
         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 derivatives original cost.

LIQUIDITY RISK. The risk that certain securities may be difficult or impossible
to sell at the time and the price that would normally prevail in the market. 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. This includes the risk of missing out on an
investment opportunity because the assets necessary to take advantage of it are
tied up in less advantageous investments.

MANAGEMENT RISK. The risk that a strategy used by a Fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.
Incomplete matching can result in unanticipated risks. 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, industrial sector of
the economy or the market as a whole. There is also the risk that the current
interest rate may not accurately reflect existing market rates. A rise in
interest rates typically causes a fall in values, while a fall in rates
typically causes a rise in values. Finally, key information about a security or
market may be inaccurate or unavailable.

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

PRE-PAYMENT RISK. The risk that the principal repayment of a security will occur
sooner than expected and 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 increase the taxes payable by a
Fund's shareholders.

                                      -59-
<PAGE>   61

HOW TO OBTAIN MORE INFORMATION

More information about the Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

More detailed information about the Eureka Funds is included in our SAI. The SAI
has been filed with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Funds' holdings and contain information on the market
conditions and investment strategies that significantly affected the Eureka
Funds' performance during the last year.

TO OBTAIN THE SAI, ANNUAL OR SEMI-ANNUAL REPORTS, OR MORE INFORMATION:

BY TELEPHONE:

Call (888) 890-8121

BY MAIL:

Eureka Funds
P.O. Box 182792
Columbus, Ohio  43218-2792

BY INTERNET:


http://www.eurekafunds.com



FROM THE SEC: You can also obtain the SAI, the Annual and Semi-Annual Reports,
and other information about the Eureka Funds, from the SEC's web site
(http://www/sec.gov). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-202-942-8090). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section, 450
5th Street, N.W., Washington, DC 20549-0102 or by sending an e-mail to:
[email protected].


Eureka Funds' Investment Company Act registration number is 811-08305.

                                      -60-
<PAGE>   62

                                  EUREKA FUNDS

CLASS A SHARES


CLASS B SHARES


      U.S. Treasury Obligations Fund
      Prime Money Market Fund


California Money Fund


      Investment Grade Bond Fund
      Global Asset Allocation Fund
Equity Fund


Active OTC Stock Fund

                                PROSPECTUS DATED

                                FEBRUARY 1, 2001

The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

Questions?
Call 1-888-890-8121 or your investment representative.

<PAGE>   63

HOW TO READ THIS PROSPECTUS

This prospectus is arranged into different sections so that you can easily
review this important information. The next page contains general information
you should know about investing in the Funds.


3     INTRODUCTION



If you would like more detailed information about each Fund, please see:

FUND SUMMARY, INVESTMENT STRATEGY, RISK/RETURN SUMMARY, PERFORMANCE INFORMATION,
AND FEES AND EXPENSE

4   -  U.S. Treasury Obligations Fund
8   -  Prime Money Market Fund
12  -  California Money Fund
16  -  Investment Grade Bond Fund
21  -  Global Asset Allocation Fund
26  -  Equity Fund
30  -  Active OTC Stock Fund


If you would like more information about the following topics, please see:


SHAREHOLDER INFORMATION
34  -  Rule 12b-1 Fees
34  -  Distribution Arrangements/Sales Charges
35  -  Sales Charge Waivers
36  -  Multiple Class Structure
36  -  Opening an Account
37  -  Buying Shares
39  -  Selling Shares
40  -  Exchanging Shares
41  -  Pricing of Fund Shares
44  -  Additional Investor Services
44  -  Dividends and Distributions
45  -  Taxes
46  INVESTMENT MANAGEMENT
51  OTHER SERVICE PROVIDERS
52  FINANCIAL HIGHLIGHTS
53  ADDITIONAL INVESTMENT PRACTICES AND RISKS


TO OBTAIN MORE INFORMATION ABOUT THE EUREKA FUNDS PLEASE REFER TO THE BACK COVER
OF THE PROSPECTUS




February 1, 2001




                                      -2-
<PAGE>   64


INTRODUCTION

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds. Before you invest, you should know a few things about investing in mutual
funds.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities a Fund owns and the
markets where these securities trade.

LIKE OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A FUND. YOUR
INVESTMENT IN A FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK CALIFORNIA,
ITS AFFILIATES, OR ANY BANK. IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY.

Each Fund has its own investment goal and strategies for reaching that goal.
However, it cannot be guaranteed that a Fund will achieve its goal. Before
investing, make sure that the Fund's goal matches your own.

The portfolio manager invests each Fund's assets in a way that the manager
believes will help the Fund achieve its goal. A manager's judgments about the
bond and stock markets, economy and companies, and his or her method of
investment selection, may cause a Fund to underperform other funds with similar
objectives.


                                      -3-

<PAGE>   65



THE U.S. TREASURY OBLIGATIONS FUND


FUND SUMMARY

Investment Goal                   Current income with liquidity and stability of
                                  principal
--------------------------------------------------------------------------------

Investment Focus                  U.S. Treasury securities and repurchase
                                  agreements collateralized by U.S. Treasury
                                  securities
--------------------------------------------------------------------------------

Principal Investment Strategy     Invests in short-term U.S. Treasury securities
--------------------------------------------------------------------------------

Share Price Volatility            Low
--------------------------------------------------------------------------------
Investor Profile                  Short-term or highly risk averse investors
                                  seeking current income from a money market
                                  fund that invests in obligations supported by
                                  the full faith and credit of the U.S.
                                  government


INVESTMENT OBJECTIVE


The U.S. Treasury Obligations Fund seeks current income consistent with
liquidity and stability of principal.


INVESTMENT STRATEGY
The Fund invests exclusively in bills, notes, and bonds issued or guaranteed by
the U.S. government, agency obligations supported by the full faith and credit
of the U.S. government, and repurchase agreements collateralized by U.S.
Treasury securities. The Fund intends to maintain an average weighted maturity
of not greater than 60 days.


WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following principal risks:

      Interest Rate Risk - Interest rate risk involves the possibility that the
      Fund's yield will decrease due to a decline in interest rates.

      Net Asset Value Risk - The risk that the Fund will be unable to meet its
      goal of a constant $1 per share.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.


                                      -4-
<PAGE>   66

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.

Performance Bar Chart (Class A Shares)


[INSERT BAR CHART]



<TABLE>

<S>                            <C>                      <C>
     Best Quarter              Worst Quarter            Average Annual Total Returns

        ____%                      ___%                 (for the periods ending December 31, 2000)

        (Q__)                     (Q__)
</TABLE>

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lipper U. S. Treasury Money Market Funds
Average.



--------------------------------------------------------------------------------
                                                                      SINCE
                                                                    INCEPTION
                                                        1 YEAR       (2/3/98)
--------------------------------------------------------------------------------

U.S. Treasury Obligations Fund - Class A Shares         ____%         ____%



                                      -5-

<PAGE>   67

--------------------------------------------------------------------------------
                                                                      SINCE
                                                                    INCEPTION
                                                        1 YEAR       (2/3/98)
--------------------------------------------------------------------------------


U.S. Treasury Obligations Fund - Class B Shares(1)      ____%         ____%
(with applicable Contingent Deferred Sales Charge)



Lipper U.S. Treasury Money Market Funds Average(2)      ____%         ____%

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



(1)   Class B Shares were not in existence prior to [February 1, 2001].
      Performance for Class B Shares is based on the performance of Class A
      Shares (without sales charges) adjusted to reflect the maximum deferred
      sales charge and distribution/service (12b-1) fees applicable to Class B
      Shares.

(2)   The Lipper U. S. Treasury Money Market Funds Average is based on an
      arithmetic average of the performance of U.S. Treasury money market funds
      as reported by Lipper Inc.



YIELD


All mutual funds must use the same formulas to calculate yield and effective
yield. The Fund typically advertises performance in terms of a 7-day yield and
7-day effective yield and may advertise total return. The 7-day yield quotation
more closely reflects current earnings of the Fund than the total return
quotation. The 7-day effective yield will be slightly higher than the yield
because of the compounding effect of the assumed reinvestment. Current yields
and effective yields fluctuate daily and will vary due to factors such as
interest rates and the quality, length of maturities, and type of investments in
the portfolio. The 7-day yield for the period ended December 31, 2000 was
____%.


You may obtain the most current yield information for the Fund by calling (888)
890-8121.


FEES AND EXPENSES




--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------




This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.





--------------------------------------------------------------------------------
                                             CLASS A SHARES      CLASS B SHARES
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
  on Purchases (as a percentage
  of offering price)                            None                None
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)            None                4.00%(2)
(as a percentage of net asset value)
--------------------------------------------------------------------------------
Redemption Fee


                                      -6-
<PAGE>   68


(as a percentage of amount redeemed)(3)          0%                  0%
--------------------------------------------------------------------------------



(1)   A shareholder's account may be charged account fees, by its financial
      institution, for automatic investments, exchanges, and other investment
      services. Please refer to the section titled "Shareholder Information."

(2)   A CDSC on Class B Shares declines over six years starting with year one
      and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

(3)   Does not include any wire transfer fees, if applicable. Currently, a wire
      transfer fee is not being charged by the Transfer Agent.


--------------------------------------------------------------------------------
Annual Fund Operating Expenses
--------------------------------------------------------------------------------




This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.






--------------------------------------------------------------------------------
                                           CLASS A SHARES         CLASS B SHARES
--------------------------------------------------------------------------------
Investment Advisory Fees                     0.20%                   0.20%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees            0.25%                   1.00%
--------------------------------------------------------------------------------
Other Expenses                               ___%(1)                 ___%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses         ___%                    ___%
Expenses
--------------------------------------------------------------------------------



(1) During the last fiscal year, the Administrator waived 0.25% of Other
    Expenses. This fee waiver may be terminated at any time by the
    Administrator.



                                      -7-
<PAGE>   69


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:




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

                       1 Year       3 Years       5 Years        10 Years
                       ------       -------       -------        --------
--------------------------------------------------------------------------------
Class A Shares         $___         $___          $___           $___

--------------------------------------------------------------------------------
Class B Shares         $___         $___          $___           $___
Assuming redemption
--------------------------------------------------------------------------------
Assuming no
  redemption           $___         $___          $___           $___
--------------------------------------------------------------------------------



                                      -8-

<PAGE>   70


PRIME MONEY MARKET FUND


FUND SUMMARY

Investment Goal                 Current income with liquidity and stability of
                                principal
--------------------------------------------------------------------------------

Investment Focus                High quality money market instruments
--------------------------------------------------------------------------------

Principal Investment            Invests in high-quality, short-term debt
Strategy                        instruments
--------------------------------------------------------------------------------

Share Price Volatility          Low
--------------------------------------------------------------------------------

Investor Profile                Short-term or risk averse investors seeking
                                current income from a money market fund that
                                invests in high quality instruments



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.


INVESTMENT STRATEGY
The Fund invests primarily in U.S. government agency securities, high-quality
commercial paper, short-term corporate debt obligations, and repurchase
agreements. To be considered high-quality, a security must be rated in one of
the two highest credit quality categories for short-term securities or, if not
rated, determined by the Adviser to be of comparable quality. The Fund intends
to maintain an average weighted maturity of not greater than 60 days.


WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following principal risks:

      Credit Risk - Credit risk is the possibility that an issuer cannot make
      timely interest and principal payments on its securities. Because the Fund
      will only invest in securities believed to pose minimal credit risk, it is
      unlikely that losses due to credit risk will cause a decline in the value
      of your investment. However, even if not severe enough to cause such a
      decline in principal value, credit losses could reduce the Fund's yield.
      In general, lower-rated securities have higher credit risks.

      Interest Rate Risk - Interest rate risk involves the possibility that the
      Fund's yield will decrease due to a decline in interest rates.

      Net Asset Value Risk - The risk that the Fund will be unable to meet its
      goal of a constant $1 per share.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER


                                      -9-

<PAGE>   71

GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR
INVESTMENT AT $1 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE
FUND.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year.

Performance Bar Chart  (Class A Shares)


[INSERT BAR CHART]



     Best Quarter          Worst Quarter           Average Annual Total Returns

        ____%                ____%                 (for the periods ending
                                                   December 31, 2000)
       (Q__)                 (Q__)


This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lipper Money Market Funds Average.+



--------------------------------------------------------------------------------
                                             1 YEAR      5 YEARS       10 YEARS
--------------------------------------------------------------------------------
Prime Money Market Fund - Class A Shares      ____%       ____%         ____%
--------------------------------------------------------------------------------
Prime Money Market Fund - Class B Shares(1)   ____%       ____%         ____%
(with applicable Contingent Deferred
Sales Charge)
--------------------------------------------------------------------------------
Lipper Money Market Funds Average(2)          ____%       ____%         ____%
--------------------------------------------------------------------------------



(1)   Class B Shares were not in existence prior to [February 1, 2001].
      Performance for Class B Shares is based on the performance of Class A
      Shares (without sales charges) adjusted to reflect the maximum deferred
      sales charge and distribution/service (12b-1) fees applicable to Class B
      Shares.

(2)   The Lipper Money Market Funds Average is based on an arithmetic average of
      the performance of money market funds as reported by Lipper Inc.

+ The above-quoted performance data includes the performance of a predecessor
fund for the period before the Prime Money Market Fund commenced operations
(11/1/97) adjusted to reflect the deduction of fees and expenses applicable to
the Class A shares of the Prime Money Market Fund as stated in this prospectus
in the Fees and Expenses section (i.e., adjusted to reflect anticipated fees and
expenses, absent any fee waivers). The predecessor fund was not registered under
the Investment Company Act of 1940 (1940 Act) and therefore was not subject to
certain investment restrictions, limitations and diversification requirements
imposed by the 1940 Act and the Internal Revenue Code. If the predecessor fund
had been registered under the 1940 Act, its


                                      -10-
<PAGE>   72



performance may have been adversely affected. The investment objective,
restrictions and guidelines of the Prime Money Market Fund are substantially
similar to its predecessor fund.


YIELD


All mutual funds must use the same formulas to calculate yield and effective
yield. The Fund typically advertises performance in terms of a 7-day yield and
7-day effective yield and may advertise total return. The 7-day yield quotation
more closely reflects current earnings of the Fund than the total return
quotation. The 7-day effective yield will be slightly higher than the yield
because of the compounding effect of the assumed reinvestment. Current yields
and effective yields fluctuate daily and will vary due to factors such as
interest rates and the quality, length of maturities, and type of investments in
the portfolio. The 7-day yield for the period ended December 31, 2000 was ____%.


You may obtain the most current yield information for the Fund by calling (888)
890-8121.

FEES AND EXPENSES


--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.




--------------------------------------------------------------------------------
                                       Class A Shares          Class B Shares
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases
(as a percentage of offering price)        None                    Nne
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)       None                    4.00%(2)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of
amount redeemed)(3)                        0%                      0%
--------------------------------------------------------------------------------




(1)   A shareholder's account may be charged account fees, by its financial
      institution, for automatic investments, exchanges, and other investment
      services. Please refer to the section titled "Shareholder Information."

(2)   A CDSC on Class B Shares declines over six years starting with year one
      and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

(3)   Does not include any wire transfer fees, if applicable. Currently, a wire
      transfer fee is not being charged by the Transfer Agent.



                                      -11-
<PAGE>   73


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.


--------------------------------------------------------------------------------
                                            Class A Shares       Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                        0.30%                 0.30%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees               0.25%                 1.00%
--------------------------------------------------------------------------------
Other Expenses                                  ____%(1)              ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses            ____%                 ____%
--------------------------------------------------------------------------------



* During the last fiscal year, the Administrator waived 0.31% of Other Expenses.
This fee waiver may be terminated at any time by the Administrator.




--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:



--------------------------------------------------------------------------------
                            1 Year        3 Years       5 Years     10 Years
                            ------        -------       -------     ---------
--------------------------------------------------------------------------------
Class A Shares              $___           $___          $___         $___
--------------------------------------------------------------------------------
Class B Shares              $___           $___          $___         $___
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption      $___           $___          $___         $___
--------------------------------------------------------------------------------



                                      -12-

<PAGE>   74


California Money Fund


FUND SUMMARY


Investment Goal                     High current interest income exempt
                                    from federal income tax and from
                                    California State personal income tax
--------------------------------------------------------------------------------
                                    Tax exempt debt obligations with a focus on
Investment Focus                    California municipal obligations
--------------------------------------------------------------------------------
Principal Investment Strategy       Invests in California tax exempt obligations
--------------------------------------------------------------------------------
Share Price Volatility              Low
--------------------------------------------------------------------------------
Investor Profile                    Short-term or risk averse investors seeking
                                    current income which is exempt from
                                    California and Federal income tax



INVESTMENT OBJECTIVE

The California Money Fund seeks to provide investors with as high a level of
current interest income that is exempt from federal income tax and, to the
extent possible, from California State personal income tax as is consistent with
the preservation of capital and relative stability of principal.


INVESTMENT STRATEGY

The Fund is a money market fund that invests primarily in debt obligations
issued by or on behalf of the State of California and other states, territories,
and possessions of the United States, the District of Columbia, and their
respective authorities, agencies, instrumentalities and political subdivisions,
and tax-exempt derivative securities such as tender option bonds,
participations, beneficial interests in trusts and partnership interests
("Municipal Obligations"). Dividends paid by the Fund that are derived from the
interest on Municipal Obligations that is exempt from taxation under the
Constitution or statues of California ("California Municipal Obligations") are
exempt from regular federal and California State personal income tax. California
Municipal Obligations include municipal securities issued by the State of
California and its political sub-divisions, as well as certain other
governmental issuers such as the Commonwealth of Puerto Rico.

The Fund expects that, except during temporary defensive periods or when
acceptable securities are unavailable for investment by the Fund, the Fund will
invest at least 65% of its net assets in California Municipal Obligations. At
least 50% of the Fund's assets must be invested in obligations which, when held
by an individual, the interest therefrom is exempt from California personal
income taxation (i.e., California Municipal Obligations and certain U.S.
Government obligations) at the close of each quarter of its taxable year so as
to permit the Fund to pay dividends that are exempt from California State
personal income tax. Dividends, regardless of their source, may be subject to
local taxes. The Fund will not knowingly purchase securities the interest on
which is subject to regular federal income tax; however, the Fund may hold
uninvested cash reserves pending investment during temporary defensive periods
or, if in the opinion of the Adviser, suitable tax-exempt obligations are
unavailable. Uninvested cash reserves will not earn income.



                                      -13-
<PAGE>   75


The Fund invests in Municipal Obligations which are determined by the Adviser to
present minimal credit risk pursuant to guidelines approved by the Board of
Trustees pursuant to Rule 2a-7 under the Investment Company Act of 1940, as
amended, and other rules of the Securities and Exchange Commission. Pursuant to
Rule 2a-7, the Fund is authorized to purchase instruments that are determined to
have minimum credit risk and are Eligible Securities. Applicable Eligible
Securities are:

      -     instruments which are rated at the time of purchase (or which are
            guaranteed or in some cases otherwise supported by credit supports
            with such ratings) in one of the top two rating categories by two
            unaffiliated nationally recognized statistical rating organizations
            ("NRSRO") (or one NRSRO if the security or guarantee was rated by
            only one NRSRO);

      -     instruments issued or guaranteed by entities with short-term debt
            having such ratings;

      -     unrated instruments determined by the Adviser to be of comparable
            quality to such instruments; and

      -     shares of other open-end investment companies that invest in the
            type of obligations in which the Fund may invest and securities
            issued by the U.S. government or any agency or instrumentality.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

      Credit Risk - Credit risk is the possibility that an issuer cannot make
      timely interest and principal payments on its securities. Because the Fund
      will only invest in securities believed to pose minimal credit risk, it is
      unlikely that losses due to credit risk will cause a decline in the value
      of your investment. However, even if not severe enough to cause such a
      decline in principal vale, credit losses could reduce the Fund's yield. In
      general, lower-rated securities have higher credit risks.

      Interest Rate Risk - Interest rate risk involves the possibility that the
      value of the Fund's yield will decrease due to a decline in interest
      rates.

      Net Asset Value Risk - The risk that the Fund will be unable to meet its
      goal of a constant $1 per share.

      State Specific/Geographic Concentration/Large Positions Risk - As a single
      state money fund that concentrates its investments in securities issued by
      California and its municipalities, the Fund may be more vulnerable to
      unfavorable developments in California than funds that are more
      geographically diverse. Because of the relatively small number of issuers
      in California municipal securities, the Fund's performance is affected to
      a greater extent by the success of one or a few issuers than is the
      performance of a more diversified fund. Certain factors particular to
      California, including economic conditions, constitutional amendments,
      legislative and executive measures, and voter initiatives in California,
      may have a disproportionately negative impact on the Fund's investments.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

An investment in the Fund is not a deposit or an obligation of Sanwa Bank
California, its affiliates, or any bank, and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
the Fund seeks to preserve the value of your investment at $1 per share, it is
possible to lose money by investing in the Fund.



                                      -14-
<PAGE>   76


PERFORMANCE INFORMATION

This section would normally include a bar chart and a table showing how the
California Money Fund has performed and how performance has varied from year to
year. Because the Fund has not been in operation for a full calendar year, the
bar chart and table are not shown.

FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.

--------------------------------------------------------------------------------
                                         Class A Shares         Class B Shares
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases                                  None                   None
(as a percentage of offering price)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)          None                   4.00%(2)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of
amount redeemed)(3)                           0%                     0%
--------------------------------------------------------------------------------

(1) A shareholder's account may be charged account fees, by its financial
    institution, for automatic investments, exchanges, and other investment
    services. Refer to the section titled "Shareholder Information."

(2) A CDSC on Class B Shares declines over six years starting with year one
    and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

(3) Does not include any wire transfer fees, if applicable. Currently, a wire
    transfer fee is not being charged by the Transfer Agent.

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------

This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.

--------------------------------------------------------------------------------
                                         Class A Shares         Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                     0.20%                  0.20%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees            0.25%                  1.00%
--------------------------------------------------------------------------------
Other Expenses(1)                            ____%                  ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses         ____%                  ____%
--------------------------------------------------------------------------------

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



                                      -15-
<PAGE>   77

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:

--------------------------------------------------------------------------------
                                         1 Year                  3 Years
--------------------------------------------------------------------------------
Class A Shares                           $____                   $____
--------------------------------------------------------------------------------
Class B Shares                           $____                   $____
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption                   $____                   $____
--------------------------------------------------------------------------------



                                      -16-



<PAGE>   78

INVESTMENT GRADE BOND FUND

FUND SUMMARY

Investment Goal              A high level of income, consistent
                             with preservation of capital
--------------------------------------------------------------------------------
Investment Focus             Investment grade debt obligations
--------------------------------------------------------------------------------
Principal Investment
Strategy                     Attempts to identify fixed income securities with
                             high expected returns using a quantitative
                             securities selection process
--------------------------------------------------------------------------------
Share Price Volatility       Low to Medium
--------------------------------------------------------------------------------
Investor Profile            Investors willing to accept low to medium price
                            fluctuation in order to receive income from their
                            investment that is typically higher than that of a
                            money market fund


INVESTMENT OBJECTIVE

The Investment Grade Bond Fund seeks a high level of income, consistent with
preservation of capital.

INVESTMENT STRATEGY

The Fund invests in a broad range of fixed income securities, including U.S.
Treasury securities, U.S. agency securities, mortgage related securities, and
corporate bonds. The Fund will invest at least 80% of its net assets in bonds
which are investment grade securities. To be considered investment grade, a
security must be rated in one of the four highest credit quality categories by a
nationally recognized statistical rating organizations ("NRSRO") or, if not
rated, determined by the Adviser to be of comparable quality.

The Adviser uses its proprietary, quantitative security selection strategy to
determine the optimal combination of investments in the portfolio. Quantitative
investment models and risk management systems assist the Adviser in identifying
the optimal choice of yield, credit rating, maturity, and coupon rate, among
other factors. The Adviser seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, return 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.

The Fund may invest up to 20% of its assets in non-investment grade debt
securities rated in the fifth highest rating category (rated B-), 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
the Adviser deems it to be advantageous to dispose of the security.


In pursuing its investment objective, the Fund expects that its portfolio will
be characterized by investment risk that is similar to that of a broadly
diversified investment grade bond portfolio, such as a portfolio structured to
match the


                                      -17-
<PAGE>   79



Lehman Brothers Aggregate Bond Index or the Salomon Broad Investment Grade Bond
Index. The Fund seeks to maintain a dollar-weighted average portfolio maturity
of five to ten years.


The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

      Credit Risk - Credit risk is the possibility that an issuer cannot make
      timely interest and principal payments on its debt obligations, such as
      bonds. In general, lower-rated bonds have higher credit risks. However,
      because the Fund invests primarily in investment grade debt obligations,
      credit risk is minimized.

      Interest Rate Risk - Interest rate risk involves the possibility that the
      value of the Fund's investments will decline due to an increase in
      interest rates. In general, the longer a security's maturity, the greater
      the interest rate risk.

      Prepayment/Call Risk - Prepayment risk is the chance that the repayment of
      mortgages backing a security will occur sooner than expected. Call risk is
      the possibility that during periods of falling interest rates, a bond
      issuer will "call" - or repay - its high-yielding bond before the bond's
      maturity date. In each case, the Fund may be forced to reinvest in
      securities with a lower yield. It may also lose any premium paid for the
      bond. Changes in prepayment/call rates can result in greater price and
      yield volatility.

      The Fund may trade securities actively, which could increase its
      transaction costs (thus lowering performance) and may increase the amount
      of taxes that you pay.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


                                      -18-

<PAGE>   80

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year. Sales
loads are not reflected in the bar chart and if they were reflected, returns
would be less than those shown.

Performance Bar Chart (Class A Shares)

[INSERT BAR CHART]

         Best Quarter      Worst Quarter         Average Annual Total Returns
         ____%             ____%                 (for the periods ending
                                                  December 31, 2000)
         (Q____)           (Q____)

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Lehman Brothers Aggregate Bond Index, the
Salomon Broad Investment Grade Bond Index, and the Lipper Intermediate
Investment Grade Debt Funds Average.



--------------------------------------------------------------------------------
                                                                    Since
                                                                  Inception
                                                    1 Year         (2/3/98)
--------------------------------------------------------------------------------

Investment Grade Bond Fund - Class A Shares
(with 5.00% sales charge)                             ____%           ____%
--------------------------------------------------------------------------------
Investment Grade Bond Fund - Class B Shares(1)
(with applicable Contingent Deferred Sales Charge)    ____%           ____%
--------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2)               ____%           ____%
--------------------------------------------------------------------------------
Salomon Broad Investment Grade Bond Index(3)          ____%           ____%
--------------------------------------------------------------------------------
Lipper Intermediate Investment Grade Debt
Funds Average(4)                                      ____%           ____%
--------------------------------------------------------------------------------



(1)   Class B Shares were not in existence prior to [February 1, 2001].
      Performance for Class B Shares is based on the performance of Class A
      Shares (without sales charges) adjusted to reflect the maximum deferred
      sales charge and distribution/service (12b-1) fees applicable to Class B
      Shares.

(2)   The Lehman Brothers Aggregate Bond Index is an unmanaged index generally
      representative of the performance of intermediate-term government bonds,
      investment grade corporate debt securities and mortgage-backed securities.

(3)   The Salomon Broad Investment Grade Bond Index is an unmanaged index
      generally representative of the performance of U.S. investment grade bonds
      with over one year to maturity.



                                      -19-
<PAGE>   81


(4)   The Lipper Intermediate Investment Grade Debt Funds Average is based on an
      arithmetic average of the performance of intermediate investment grade
      debt funds as reported by Lipper Inc.


FEES AND EXPENSES


--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.




--------------------------------------------------------------------------------
                                            Class A Shares    Class B Shares
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases                                   5.00%(2)            None
(as a percentage of offering price)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)           None                4.00%(3)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of
amount redeemed)(4)                            0%                  0%
--------------------------------------------------------------------------------

(1) A shareholder's account may be charged account fees, by its financial
    institution, for automatic investments, exchanges, and other investment
    services. Please refer to the section titled "Shareholder Information."

(2) Lower sales charges are available depending upon the amount invested. For
    investments of $1 million or more, a contingent deferred sales charge is
    applicable to redemptions within one year of purchase. See "Distribution
    Arrangements."

(3) A CDSC on Class B Shares declines over six years starting with year one and
    ending in year seven from: 4%, 4%, 3%, 3%, 2%, 2%.

(4) Does not include any wire transfer fees, if applicable. Currently, a wire
    transfer fee is not being charged by the Transfer Agent.



--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


                                      -20-
<PAGE>   82


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.

--------------------------------------------------------------------------------
                                            Class A Shares      Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                      0.60%                  0.60%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees             0.25%                  1.00%
--------------------------------------------------------------------------------
Other Expenses                                ____%(1)               ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses          ____%                  _____%
--------------------------------------------------------------------------------

      * During the last fiscal year, the Administrator waived 0.25% of Other
Expenses. This fee waiver may be terminated at any time by the Administrator.



--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


--------------------------------------------------------------------------------
                                1 Year       3 Years      5 Years      10 Years
                                ------       -------      -------      --------
--------------------------------------------------------------------------------
Class A Shares                  $___         $___         $___         $___
--------------------------------------------------------------------------------
Class B Shares                  $___         $___         $___         $___
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption          $___         $___         $___         $___
--------------------------------------------------------------------------------



                                      -21-
<PAGE>   83



GLOBAL ASSET ALLOCATION FUND


FUND SUMMARY

Investment Goal                  Income and long-term capital appreciation
--------------------------------------------------------------------------------
Investment Focus                 Common stocks and bonds of U.S. and foreign
                                 issuers
--------------------------------------------------------------------------------
Principal Investment Strategy    Attempts to diversify investments across
                                 countries, currencies, and asset classes using
                                 a quantitative securities selection process
--------------------------------------------------------------------------------
Share Price Volatility           Medium
--------------------------------------------------------------------------------
Investor Profile                 Investors seeking current income and capital
                                 appreciation with higher current income and
                                 lower volatility than the average stock fund
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE


The Global Asset Allocation Fund seeks a balance of income and long-term capital
appreciation.


INVESTMENT STRATEGY

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 large capitalization stocks, bonds, and cash equivalents. The
Adviser will use a variety of quantitative investment models to identify the
country, sector, and asset classes with the highest expected risk-adjusted
return. 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. The Fund seeks to
outperform a blended 70% stock and 30% bond benchmark as part of its investment
approach.

The Fund will invest in a varying combination of stocks, bonds, and cash
equivalents selected primarily from those countries represented in the Morgan
Stanley Capital International World Index (the "MSCI World Index").

By diversifying across countries, currencies, and asset classes (stocks and
bonds), the Fund pursues its capital appreciation goals while seeking to control
portfolio risk. The Fund will normally invest at least 65% of its net assets in
securities representing at least three different countries, including the United
States.

The Fund expects that its equity exposure will be characterized by investment
risk that is similar to that of the MSCI World Index.

Bonds in the Fund's portfolio are expected to have maturities less than or equal
to thirty years. The Fund's bond portfolio will seek to maintain a risk level,
yield, maturity and other characteristics commensurate with that of the Lehman
Brothers U.S. Treasury Index.



                                      -22-
<PAGE>   84


In order to execute its strategy in an efficient manner, the Adviser may utilize
equity index, bond index, and currency futures contracts in the various
countries. The Fund may 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.




The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

      Foreign Securities Risk - Investing in foreign markets involves greater
      risk than investing in the United States. Foreign securities may be
      affected by such factors as fluctuations in currency exchange rates,
      incomplete or inaccurate financial information on companies, social
      upheavals and political actions ranging from tax code changes to
      governmental collapse. Emerging market securities may be even more
      susceptible to these risks.

      Market Risk - Market risk is the possibility that the Fund's investments
      in equity securities will decline because of drops in the stock market.
      Stock markets tend to move in cycles, with periods of either rising or
      falling prices. The value of your investment will go up or down in
      response to these movements.

      Investment Style Risk - Investment style risk is the possibility that
      returns from large capitalization stocks will trail returns from other
      asset classes or the overall stock market.


      Credit Risk - Credit risk is the possibility that an issuer cannot make
      timely interest and principal payments on its debt obligations, such as
      bonds. In general, lower-rated bonds have higher credit risks.

      Interest Rate Risk - Interest rate risk involves the possibility that the
      value of the Fund's investments will decline due to an increase in
      interest rates. In general, the longer a security's maturity, the greater
      the interest rate risk.


      The Fund may trade securities actively, which could increase its
      transaction costs (thus lowering performance) and may increase the amount
      of taxes that you pay.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


                                      -23-
<PAGE>   85


PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year. Sales
loads are not reflected in the bar chart and if they were reflected, returns
would be less than those shown.

Performance Bar Chart (Class A Shares)


[INSERT BAR CHART]


         Best Quarter      Worst Quarter         Average Annual Total Returns
         ____%             ____%                 (for the periods ending
                                                 December 31, 2000)

         (Q___)           (Q___)


This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the Morgan Stanley Capital International World
Index, the Salomon Smith Barney Primary Market Index - World, the Lehman
Brothers U.S. Treasury Index, the Global Balanced Return Index, and the Lipper
Global Flexible Portfolio Funds Average.



--------------------------------------------------------------------------------
                                                                      Since
                                                                    Inception
                                                      1 Year         (2/3/98)
--------------------------------------------------------------------------------
Global Asset Allocation Fund - Class A Shares         _____%           _____%
(with 5.00% sales charge)
--------------------------------------------------------------------------------
Global Asset Allocation Fund - Class B Shares(1)      _____%           _____%
(with applicable Contingent Deferred Sales Charge)
--------------------------------------------------------------------------------
Morgan Stanley Capital International World Index(2)
--------------------------------------------------------------------------------
Salomon Smith Barney Primary Market Index-World(3)    _____%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Treasury Index(4)                _____%           _____%
--------------------------------------------------------------------------------
Global Balanced Return Index(5)                       _____%           _____%
--------------------------------------------------------------------------------
Lipper Global Flexible Portfolio Funds Average(6)     _____%           _____%
--------------------------------------------------------------------------------



                                      -24-
<PAGE>   86



(1)   Class B Shares were not in existence prior to [February 1, 2001].
      Performance for Class B Shares is based on the performance of Class A
      Shares (without sales charges) adjusted to reflect the maximum deferred
      sales charge and distribution/service (12b-1) fees applicable to Class B
      Shares.

(2)   The Morgan Stanley Capital International World Index is an unmanaged
      global index of equity prices based on 1,375 shares from 19 countries and
      covering roughly 60% of the market capitalization of world stock
      exchanges. This index is replacing the Salomon Smith Barney Primary World
      Index because it more accurately reflects the securities in which the Fund
      invests.

(3)   The Salomon Smith Barney Primary Market Index -- World is an unmanaged
      index generally representative of the performance of the international and
      domestic stock market.

(4)   The Lehman Brothers U.S. Treasury Index is an unmanaged index generally
      representative of the performance of the domestic Treasury market.

(5)   The Global Balanced Return Index was calculated by the Adviser by
      combining 70% of the monthly performance of the Morgan Stanley Capital
      International World Index and 30% of the monthly performance of the Lehman
      Brothers U.S. Treasury Index. Results are presented on a compound annual
      basis.

(6)   The Lipper Global Flexible Portfolio Funds Average is based on an
      arithmetic average of global funds as reported by Lipper Inc.


FEES AND EXPENSES




--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------



This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.





--------------------------------------------------------------------------------
                                            Class A Shares     Class B Shares
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed
on Purchases                                  5.00%(2)              None
(as a percentage of offering price)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)          None                  4.00%(3)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of
amount redeemed)(4)                           0%                    0%
--------------------------------------------------------------------------------



(1)   A shareholder's account may be charged account fees, by its financial
      institution, for automatic investments, exchanges, and other investment
      services. Please refer to the section titled "Shareholder Information."



                                      -25-
<PAGE>   87


(2)   Lower sales charges are available depending upon the amount invested. For
      investments of $1 million or more, a contingent deferred sales charge is
      applicable to redemptions within one year of purchase. See "Distribution
      Arrangements."

(3)   A CDSC on Class B Shares declines over six years starting with year one
      and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

(4)   Does not include any wire transfer fees, if applicable. Currently, a wire
      transfer fee is not being charged by the Transfer Agent.



--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------


This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.






--------------------------------------------------------------------------------
                                         Class A Shares         Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                 0.90%                      0.90%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees        0.25%                      1.00%
--------------------------------------------------------------------------------
Other Expenses                           ____%(1)                   ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating
Expenses                                 ____%                      ____%
--------------------------------------------------------------------------------



* During the last fiscal year, the Administrator waived 0.25% of other expenses.
This fee waiver may be terminated at any time by the Administrator.



--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:





                                      -26-
<PAGE>   88


--------------------------------------------------------------------------------
                               1 Year      3 Years    5 Years     10 Years
--------------------------------------------------------------------------------
Class A Shares                 $___        $___       $___        $___
--------------------------------------------------------------------------------
Class B Shares                 $___        $___       $___        $___
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption         $___        $___       $___        $___
--------------------------------------------------------------------------------




EQUITY FUND


FUND SUMMARY

Investment Goal                 Long-term capital growth
--------------------------------------------------------------------------------
Investment Focus                U.S. common stocks
--------------------------------------------------------------------------------

Principal Investment Strategy   Attempts to identify large capitalization
                                stocks of undervalued companies and/or growth
                                companies using a quantitative securities
                                selection process

--------------------------------------------------------------------------------
Share Price Volatility          Medium to high
--------------------------------------------------------------------------------
Investor Profile                Investors with long-term investment goals who
                                are looking primarily for growth of capital




INVESTMENT OBJECTIVE

The Equity Fund seeks long-term capital growth.

INVESTMENT STRATEGY

The Fund attempts to identify large capitalization stocks of both undervalued
companies and growth companies using a quantitative securities selection
process. The Fund intends to invest at least 65% of its net assets in the common
stocks of corporations representing a broad cross section of the U.S. economy.

Common stocks are chosen based upon the Adviser's quantitative stock selection
models which rank the universe of U.S. common stocks in the S&P 500 Index
according to their valuation, growth, return, and risk measures. The stocks
assigned the highest ratings are those deemed to have a greater potential for
price appreciation over a short-to-intermediate term horizon.

The portfolio is 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 the Adviser believes hold a greater potential for price
appreciation. As of the date of this Prospectus, the S&P 500 Index statistics
were as follows: the weighted average market value was $___ billion, the mean
market value was $__ billion, the smallest company had a market value of $361
million, and the largest company had a market value of $___ billion.



                                      -27-
<PAGE>   89


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

The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

      Market Risk - Market risk is the possibility that the Fund's investments
      in equity securities will decline because of drops in the stock market.
      Stock markets tend to move in cycles, with periods of either rising or
      falling prices. The value of your investment will go up or down in
      response to these movements.

      Investment Style Risk - Investment style risk is the possibility that
      returns from large capitalization stocks (generally, stocks in the S&P 500
      Index) will trail returns from other asset classes or the overall stock
      market.

      The Fund may trade securities actively, which could increase its
      transaction costs (thus lowering performance) and may increase the amount
      of taxes that you pay.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR AN OBLIGATION OF SANWA BANK
CALIFORNIA, ITS AFFILIATES, OR ANY BANK, AND IT IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


This bar chart shows changes in the Fund's performance from year to year. Sales
loads are not reflected in the bar chart and if they were reflected, returns
would be less than those shown.

Performance Bar Chart (Class A Shares)


[INSERT BAR CHART]


        Best Quarter       Worst Quarter          Average Annual Total Returns

        ____%              ____%                  (for the periods ending
                                                  December 31, 2000)




                                      -28-
<PAGE>   90

(Q____)          (Q____)

This table compares the Fund's average annual total returns for periods ending
December 31, 2000 to those of the S&P 500 Index and the Lipper Large Cap Core
Average.


--------------------------------------------------------------------------------
                                                                    Since
                                                                  Inception
                                                  1 Year           (2/3/98)
--------------------------------------------------------------------------------

Equity Fund - Class A Shares                      ____%             ____%
(with 5.00% sales charge)
--------------------------------------------------------------------------------
Equity Fund - Class B Shares(1)                   ____%             ____%
(with applicable Contingent
Deferred Sales Charge)
--------------------------------------------------------------------------------
S&P 500 Index(2)                                  ____%             ____%
--------------------------------------------------------------------------------
Lipper Large Cap Core Average(3)
--------------------------------------------------------------------------------

(1)   Class B Shares were not in existence prior to [February 1, 2001].
      Performance for Class B Shares is based on the performance of Class A
      Shares (without sales charges) adjusted to reflect the maximum deferred
      sales charge and distribution/service (12b-1) fees applicable to Class B
      Shares.

(2)   The S&P 500 Index is an unmanaged index generally representative of the
      performance of large companies in the U.S. stock market.

(3)   The Lipper Large Cap Core Average is the      . In, ____, 2000, Lipper,
      Inc. replaced the Lipper U.S. Diversified Equity Funds Average with
      the Lipper Large Cap Core Average.


FEES AND EXPENSES




--------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
--------------------------------------------------------------------------------


This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.





                                      -29-
<PAGE>   91


--------------------------------------------------------------------------------
                                         Class A Shares       Class B Shares
--------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed
on Purchases                                 5.00%(2)              None
(as a percentage of offering price)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)         None                  4.00%(3)
(as a percentage of net asset value)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of
amount redeemed)(4)                          0%                    0%

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


1     A shareholder's account may be charged account fees, by its financial
      institution, for automatic investments, exchanges, and other investment
      services. Please refer to the section titled "Shareholder Information."

2     Lower sales charges are available depending upon the amount invested. For
      investments of $1 million or more, a contingent deferred sales charge is
      applicable to redemptions within one year of purchase. See "Distribution
      Arrangements."

3     A CDSC on Class B Shares declines over six years starting with year one
      and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

4     Does not include any wire transfer fees, if applicable. Currently, a wire
      transfer fee is not being charged by the Transfer Agent.



--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
--------------------------------------------------------------------------------



This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.





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

                                        Class A Shares          Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                    0.75%                   0.75%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees           0.25%                   0.75%
--------------------------------------------------------------------------------
Other Expenses                              ____%(1)                ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses        ____%                   ____%
--------------------------------------------------------------------------------



                                      -30-
<PAGE>   92



* During the last fiscal year, the Administrator waived 0.25% of Other Expenses.
This fee waiver may be terminated at any time by the Administrator.






--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------



This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:


--------------------------------------------------------------------------------
                                  1 Year     3 Years      5 Years     10 Years
--------------------------------------------------------------------------------
Class A Shares                    $___       $___         $___         $___
--------------------------------------------------------------------------------
Class B Shares                    $___       $___         $___         $___
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption            $___       $___         $___         $___
--------------------------------------------------------------------------------



                                      -31-
<PAGE>   93



ACTIVE OTC STOCK FUND

FUND SUMMARY

                                    Long-term capital growth
Investment Goal
--------------------------------------------------------------------------------
Investment Focus                    Seeks to actively outperform the NASDAQ
                                    100 Index
--------------------------------------------------------------------------------
Principal Investment Strategy       Invest in individual securities within
                                    NASDAQ 100 Index
--------------------------------------------------------------------------------
                                    High
Share Price Volatility
--------------------------------------------------------------------------------
Investor Profile                    Investors seeking long-term capital growth
                                    from a Fund that invests in the individual
                                    securities within the NASDAQ 100 Index



INVESTMENT OBJECTIVE
The Active OTC Stock Fund seeks long-term capital growth.


INVESTMENT STRATEGY
The Fund will use a quantitative equity selection process to systematically
overweight and underweight, relative to the market benchmark, individual
securities within the NASDAQ 100 Index. The NASDAQ 100 Index contains 100 of the
largest and most active non-financial securities listed on the NASDAQ Stock
Market, as defined by market capitalization, and is the market benchmark for the
Fund.

The Fund does not intend to concentrate (invest more than 25% of its assets) in
securities of issuers in particular industries or groups of industries, except
and insofar as those securities may be concentrated within the market benchmark
(the NASDAQ 100 Index). In the event that the market benchmark contains
concentrations of issuers within a given industry or group of industries, it is
likely that the Fund will also be concentrated in that industry or group of
industries.

The Fund employs a top-down, quantitative equity selection process combined with
strict risk controls in an attempt to generate investment returns in excess of
those of the market benchmark. The portfolio construction process begins with a
securities universe of the equity securities found in the NASDAQ 100 Index.
Proprietary valuation models are used to predict the short-term outperformance
potential of each stock in the securities universe. These proprietary valuation
models are driven by such factors as each stock's level of risk, growth,
valuation, and momentum. These estimates of short-term performance are combined
with estimates of market risk, as well as with other factors such as transaction
costs, to form optimal portfolios of securities holdings. These optimal
portfolios seek to add value principally through successful identification of
those securities which will outperform the market benchmark vs. those securities
which will underperform the market benchmark. Portfolios are created in which
those securities expected to outperform are held in greater proportion than
typically found in the market benchmark, while those expected to underperform
are held in less proportion. Overweighting or underweighting securities from a
particular industry or group of industries is not a principal investment
strategy of the Fund.

The Fund is a non-diversified Fund. This means that it may invest more than 5%
of its assets in the securities of a single company. However, the Fund will
comply with the diversification requirements imposed by the Internal Revenue
Code of 1986 in order to pass on the maximum tax benefits associated with the
income earned to each investor.



                                      -32-
<PAGE>   94


The Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. In these
and in other cases, the Fund may not achieve its investment objective.

The Fund may, from time to time, engage in active or frequent trading of
portfolio securities to achieve the Fund's principal investment strategies. The
Fund does not intend to take any extraordinary actions to avoid possible adverse
tax consequences of its level of portfolio trading.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Loss of money is a risk of investing in the Fund. In addition, your investment
in the Fund may be subject to the following principal risks:

      Concentration in the NASDAQ 100 Index Risk - The Fund's investments are
      concentrated in the securities comprising the NASDAQ 100 Index. This Index
      is typically more volatile than other large capitalization indices of the
      stock market (such as the S & P 500 Stock Index), and investors may
      experience short-term loss of capital in excess of that experienced in the
      broader stock market. Because the NASDAQ 100 Index may invest relatively
      more assets in certain industry sectors than others (such as technology),
      the Fund's performance may be more susceptible to any developments which
      affect those sectors emphasized by the Index.

      Non-Diversification Risk - The Fund is considered non-diversified because
      it may invest more than 5% of its assets in the securities of a single
      company. Therefore, gains or losses on a single company may have a greater
      impact on the Fund.

      Market Risk - Market risk is the possibility that the Fund's investments
      in equity securities will decline because of drops in the stock market.
      Stock markets tend to move in cycles, with occasional extended periods of
      declining stock prices. The value of your investment in the Fund may fall
      during these periods of declining stock prices.

      Investment Style Risk - Investment style risk is the possibility that,
      while a particular set of equity investments may not decline in value,
      their returns may trail the returns of other classes or styles of equity
      investments, such as small to medium capitalization firms, or firms which
      pay large dividends. Investment style risk may also arise from the fact
      that other non-equity investments, such as an investment in fixed income
      securities, may outperform an investment in the Fund.

      For more information about these risks please refer to the section titled
      "Additional Investment Practices and Risks."

An investment in the Fund is not a deposit or an obligation of Sanwa Bank
California, its affiliates, or any bank, and it is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE INFORMATION

This section would normally include a bar chart and a table showing how the
Active OTC Stock Fund has performed and how performance has varied from year to
year. Because the Fund has not been in operation for a full calendar year, the
bar chart and table are not shown.

FEES AND EXPENSES




                                      -33-
<PAGE>   95

--------------------------------------------------------------------------------
Shareholder Fees(1)
--------------------------------------------------------------------------------

This table describes the shareholder fees that you pay if you purchase or sell
Fund shares. You would pay these fees directly from your investment in a Fund.


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

                                        Class A Shares      Class B Shares
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases                        5.00%(2)            None
(as a percentage of offering price)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load)                                      None                4.00%(3)
(as a percentage of net asset value)
--------------------------------------------------------------------------------
Redemption Fee (as a percentage of  %
amount redeemed)(4)                         0%                  0%

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


(1)   A shareholder's account may be charged account fees, by its financial
      institution, for automatic investments, exchanges, and other investment
      services. Please refer to the section titled "Shareholder Information."

(2)   Lower sales charges are available depending upon the amount invested. For
      investments of $1 million or more, a contingent deferred sales charge is
      applicable to redemptions within one year of purchase. See "Distribution
      Arrangements."

(3)   A CDSC on Class B Shares declines over six years starting with year one
      and ending in year seven from: 4%, 4%, 3%, 3%, 2%, 1%.

(4)   Does not include any wire transfer fees, if applicable. Currently, a wire
      transfer fee is not being charged by the Transfer Agent.




--------------------------------------------------------------------------------
Annual Fund Operating Expenses
--------------------------------------------------------------------------------



This table describes the Fund's expenses that you pay indirectly if you hold
Fund shares.



--------------------------------------------------------------------------------
                                         Class A Shares        Class B Shares
--------------------------------------------------------------------------------
Investment Advisory Fees                     0.95%                  0.95%
--------------------------------------------------------------------------------
Distribution/Service (12b-1) Fees            0.25%                  1.00%
--------------------------------------------------------------------------------
Other Expenses(1)                            ____%                  ____%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses         ____%                  ____%
--------------------------------------------------------------------------------



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




--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------



This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated.



                                      -34-
<PAGE>   96



The Example also assumes that each year your investment has a 5% return and Fund
expenses remain the same. Although your actual costs and returns may be
different, your approximate costs of investing $10,000 in the Fund would be:


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

                                  1 Year                  3 Years
--------------------------------------------------------------------------------
Class A Shares                    $_____                  $_____
--------------------------------------------------------------------------------
Class B Shares                    $_____                  $_____
Assuming redemption
--------------------------------------------------------------------------------
Assuming no redemption            $_____                  $_____
--------------------------------------------------------------------------------






                                      -35-
<PAGE>   97


SHAREHOLDER INFORMATION


Distribution/Service (12b-1) Fees and Shareholder Servicing Fees


The Funds have adopted a Distribution and Shareholder Services Plan under Rule
12b- 1 that allows Class A shares and Class B shares of each Fund to pay
distribution and service fees for the sale and distribution of its shares and
for services provided to shareholders. The Funds have also adopted a Service
Plan that allows Class A shares and Class B shares of each Fund to compensate
financial institutions for providing shareholder services to their customers and
account holders. Because these fees are paid out of a Fund's assets
continuously, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges. The maximum
distribution/service (12b-1) fee is 0.25% of the average daily net assets of
Class A shares of a Fund. The maximum distribution/service (12b-1) fee is 1.00%
of the average daily net assets of Class B shares of a Fund.

Class A Shares are also subject to a non-Rule 12b-1 shareholder servicing fee.
The maximum shareholder servicing fee is 0.25% of the average daily net assets
of Class A shares of a Fund.


Over time shareholders may pay more than the equivalent of the maximum permitted
front-end sales charge under the NASD rules because distribution and service
fees are paid out of a Fund's assets on an ongoing basis.


DISTRIBUTION ARRANGEMENTS/ SALES CHARGES

Calculation of Sales Charge

Class A Shares
Class A Shares are sold at their public offering price. This price equals NAV
plus the initial sales charges, if applicable. Therefore, part of the money you
invest will be used to pay the sales charge. The remainder is invested in Fund
shares. The sales charge decreases with larger purchases. There is no sales
charge on reinvested dividends and distributions.

The current sales charge rates for the Investment Grade Bond Fund, the Global
Asset Allocation Fund, the Equity Fund, and the Active OTC Stock Fund are as
follows:



--------------------------------------------------------------------------------
        Your Investment          Sales Charges as a %     Sales Charge as
                                 of Offering Price        a % of Your
                                                          Investment
--------------------------------------------------------------------------------
Up to $24,999                             5.00%           5.26%
--------------------------------------------------------------------------------
$25,000 up to $49,999                     4.75%           4.99%
--------------------------------------------------------------------------------
$50,000 up to $99,999                     4.25%           4.44%
--------------------------------------------------------------------------------
$100,000 up to $249,999                   3.25%           3.36%
--------------------------------------------------------------------------------
$250,000 up to $499,999                   2.25%           2.30%
--------------------------------------------------------------------------------
$500,000 up to $999,999                   1.75%           1.78%
--------------------------------------------------------------------------------
$1,000,000 and above(1)                      0%              0%
--------------------------------------------------------------------------------



For the Money Market Funds (the U.S. Treasury Obligations Fund, the Prime Money
Market Fund, and the California Money Fund)
No sales charges.

(1)   There is no initial sales charge on purchases of $1 million or more.
      However, a contingent deferred sales charge (CDSC) of up to 1.00% of the
      purchase price will be charged to the shareholder if shares are redeemed
      in the first year after purchase. This charge will be based on the lower
      of your cost for the shares


                                      -36-
<PAGE>   98



      or their NAV at the time of redemption. There will be no CDSC on
      reinvested distribution. For sales of $1 million or more, the Distributor
      will provide compensation to broker/dealers in an amount up to 1.00% of
      the offering price of such Shares up to $5 million and 0.50% of the
      offering price of such Shares over $5 million.

Class B Shares
Class B Shares are offered at NAV, without any upfront sales charge. Therefore,
all the money you invest is used to purchase Fund shares. However, if you sell
your Class B Shares of the Fund before the sixth anniversary, you will have to
pay a contingent deferred sales charge at the time of redemption. The CDSC will
be based upon the lower of the NAV at the time of purchase or the NAV at the
time of redemption according to the schedule below. There is no CDSC on
reinvested dividends or distributions.




----------------------------------------------
  Years Since Purchase    CDSC as a % of
                          Dollar Amount
                          Subject to Charge
----------------------------------------------
0-1                              4.00%
----------------------------------------------
1-2                              4.00%
----------------------------------------------
2-3                              3.00%
----------------------------------------------
3-4                              3.00%
----------------------------------------------
4-5                              2.00%
----------------------------------------------
5-6                              1.00%
----------------------------------------------
more than 6                       None
----------------------------------------------



If you sell some but not all of your Class B shares, certain shares not subject
to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed
first, followed by shares subject to the lowest CDSC (typically shares held for
the longest time).

Conversion Feature- Class B Shares

-Class B Shares automatically convert to Class A Shares of the same Fund after
[eight years] from the end of the month of purchase.
-After conversion, your shares will be subject to the lower distribution and
shareholder servicing fees charged on Class A Shares which will increase your
investment return compared to the Class B Shares.
-You will not pay any sales charge or fees when your shares convert, nor will
the transaction be subject to any tax.
-If you purchased Class B Shares of one Fund which you exchanged for Class B
Shares of another Fund, your holding period will be calculated from the time of
your original purchase of Class B Shares.
-The dollar value of Class A Shares you receive will equal the dollar value of
the Class B Shares converted.

SALES CHARGE WAIVERS
Class A Shares
The following qualify for waivers of sales charges:

-Existing Shareholders of a Fund upon the reinvestment of dividend and capital
gain distributions;
-Investors who purchase Shares of a Fund through a 401(k) plan which by its
terms permits the purchase of Shares;
-Investors for whom Sanwa [or other financial institution] acts in a fiduciary,
advisory, custodial, agency, or similar capacity; and
-Investors who purchase Shares of a Fund from an investment representative
through fee-based investment products or accounts.
[The Distributor may also waive the sales charge. Consult the SAI for more
information regarding sales charges.]

Class B Shares
The CDSC will be waived under certain circumstances, including the following:



                                      -37-
<PAGE>   99



-Redemptions from accounts following the death or disability of the shareholder;
-Returns of excess contributions to retirement plans; and
-Distributions of less than __% of the annual account value under the auto
 withdrawal plan.


MULTIPLE CLASS STRUCTURE


The Eureka Funds offer three classes of shares: Class A shares , Class B shares,
and Trust shares. Class A shares and Class B shares are offered to the general
public and are subject to a distribution/ service (12b-1) fee and a shareholder
servicing fee. Trust shares are offered to Sanwa Bank California and its
affiliates and certain other financial service providers approved by the
Distributor. Trust shares are not subject to a distribution/service (12b-1) fee
or a shareholder servicing fee.


OPENING AN ACCOUNT

1.    Read this prospectus carefully.

2.    Determine how much you want to invest. The minimum investment for the
      Eureka Funds is as follows:

      -         INITIAL PURCHASE:          $1,000 for each Fund

      -         ADDITIONAL PURCHASES:      $50 for each Fund

            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.

            A Fund may waive its minimum purchase requirement. The Distributor
            may reject an order if it is considered to be in the best interest
            of the Fund.

3.    Complete the appropriate parts of the Account Registration Form, carefully
      following the instructions. You must submit additional documentation when
      opening trust, corporate or power of attorney accounts. For additional
      information or for an Account Registration Form, please contact your local
      Sanwa Bank California office or call Eureka Funds at (888) 890-8121.



                                      -38-

<PAGE>   100


BUYING SHARES




       OPENING AN ACCOUNT                                  ADDING TO AN ACCOUNT

BY MAIL OR BY OVERNIGHT MAIL



<TABLE>

<S>                                                          <C>
-      If purchasing through your financial adviser or       -    If adding to your account through your
       brokerage account, simply tell your adviser                financial adviser or brokerage account,
       or broker that you wish to purchase shares                 simply tell your adviser or broker that
       of the Funds and he or she will take care                  you wish to purchase shares of the Funds
       of the necessary documentation.  For all                   and he or she will take care of the
       other purchases, follow the instructions                   necessary documentation.  For all other
       below:                                                     purchases, follow the instructions below:

-      Prepare a check, bank draft, or money                  -   Prepare a check, bank draft, or money
       order for the investment amount (at least                  order for the investment amount payable
       $1,000), payable to the Eureka Funds.                      (at least $50) to the Eureka Funds.



-      Deliver the check, bank draft, or money order          -   Deliver the check, bank draft, or money order
       and your completed Account Registration                    and investment slip attached to your
       Form to:                                                   account statement (or, if unavailable,
                                                                  provide the Fund name, share class,
                                                                  amount invested, account name, and
                                                                  account number) to:

       By Mail:                                                   By Mail:
       -------                                                    -------
       Eureka Funds                                               Eureka Funds
       P.O. Box 182792                                            P.O. Box 182792
       Columbus, Ohio  43218-2792                                 Columbus, Ohio 43218-2792


       By Overnight Mail:                                         By Overnight Mail:
       -----------------                                          -----------------
       Eureka Funds                                               Eureka Funds
       c/o BISYS Fund Services                                    c/o BISYS Fund Services
       Attn: T.A. Operations                                      Attn: T.A. Operations
       3435 Stelzer Road                                          3435 Stelzer Road
       Columbus, Ohio  43219                                      Columbus, Ohio 43219
</TABLE>



      All purchases by check should be in U.S. dollars.

Third party checks, credit cards or cash will not be accepted.




<TABLE>

<S>                                                           <C>
BY WIRE TRANSFER

                                                              -   To place an order by wire transfer call the Funds
                                                                  at (888) 890-8121 to obtain wiring instructions
                                                                  regarding the bank account number into which funds
                                                                  should be wired and other pertinent information.
</TABLE>



                                      -39-
<PAGE>   101


                                     Your bank may charge a fee to wire funds.



                                      -40-
<PAGE>   102


BUYING SHARES

                OPENING AN ACCOUNT                         ADDING TO AN ACCOUNT



AUTOMATED CLEARING HOUSE


<TABLE>

<S>                                                         <C>
-        Your bank must participate in the Automated        -        Call (888) 890-8121 to arrange an electronic
         Clearing House and must be a U.S. bank.                     purchase.

-        Establish the electronic purchase option on
         your Account Registration Form.

-        Call (888) 890-8121 to arrange an
         electronic purchase.
</TABLE>

      Your bank may charge a fee to send funds by Automated Clearing House.



                                      -41-
<PAGE>   103

SELLING SHARES



<TABLE>
<S>                                                       <C>
      DESIGNED FOR                                        TO SELL SOME OR ALL OF YOUR SHARES

BY MAIL

-        Accounts of any type.                              -      Write a letter of instruction indicating the
                                                                   fund name, your account number, the
-        Sales of any amount.                                      name(s) in which the account is
                                                                   registered and the dollar value or
                                                                   number of shares you wish to sell.

                                                            -      Include the account owner signature(s).

                                                            -       Mail the materials to the Eureka Funds, P.O.
                                                                    Box 182792, Columbus, Ohio  43218-2792.
                                                                    Or by overnight mail to the Eureka
                                                                    Funds, c/o BISYS Fund Services, Attn:
                                                                    T.A. Operations, 3435 Stelzer Road,
                                                                    Columbus, Ohio 43219.

                                                            -       A check will be mailed to the name(s) and address
                                                                    in which the account is registered, or otherwise
                                                                    according to your letter of instruction.


BY TELEPHONE

-        Accounts of any type.                              -        Call (888) 890-8121 with instructions as to
                                                                     how you wish to receive your funds
-        Sales of any amount.                                        (mail, wire, electronic transfer).


This option is not available if you have declined telephone privileges.


BY WIRE

-        Accounts of any type which have elected the wire   -        Call (888) 890-8121 to request a wire
         option on the Account Registration Form.                    transfer.

-        Sales of any amount.                               -        If you call by 4 p.m. Eastern time, your
                                                                     payment will normally be wired to your
                                                                     bank on the next business day.

                         The Fund may charge a wire fee.

                 Your bank may charge a fee to receive funds by wire.


BY AUTOMATED CLEARING HOUSE (ACH)

-        Accounts of any type.                              -        Call (888) 890-8121 to request an electronic
                                                                     funds transfer.
-        Sales of any amount.
                                                            -        If you call by 4 p.m. Eastern time, the
</TABLE>


                                      -42-
<PAGE>   104


<TABLE>

<S>                                                          <C>

-        Shareholders with accounts at a U.S. bank which             NAV of your shares will normally be
         participates in the Automated Clearing                      determined on the same day and the
         House.                                                      proceeds will be created within 8 days.
</TABLE>



    Your bank may charge a fee to receive funds by Automated Clearing House.



                                      -43-

<PAGE>   105

GENERAL POLICIES ON SELLING SHARES

SELLING SHARES IN WRITING. In certain circumstances, you may need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee unless:

      -     the redemption check is payable to the shareholder(s) of record, and

      -     the check is mailed to the shareholder(s) of record and mailed to
            the address of record.

You should be able to obtain your signature guarantee from a bank, broker,
dealer, credit union, securities exchange or association, clearing agency, or
savings association. A notary public CANNOT provide a signature guarantee.


Contingent Deferred Sales Charge. When you sell Class B Shares, you will be
charged a fee for any shares that have not been held for a sufficient length of
time. These fees will be deducted from the money paid to you. See the section on
"Distribution Arrangements/Sales Charges" below for details.

RECEIVING YOUR MONEY. Normally, payment of your redemption proceeds will be made
as promptly as possible and, in any event, within seven calendar days after the
redemption order is received. At various times, however, a Fund may be requested
to redeem shares for which it has not yet received good payment; collection of
payment may take fifteen days or more. If you have made your initial investment
by check, you cannot receive the proceeds of that check until it has cleared.
You can avoid this delay by purchasing shares with a certified check or wire
transfer.

INVOLUNTARY SALES OF YOUR SHARES. Due to the relatively high costs of handling
small investments, each Fund reserves the right to redeem your shares at net
asset value if your account balance drops below $1,000 due to redemptions.
Before a Fund exercises its right to redeem your shares, you will be given 60
days written notice to give you time to increase the value of your account to at
least $1,000.

POSTPONEMENT OF REDEMPTION REQUEST. The Funds may postpone payment for shares at
times when the New York Stock Exchange is closed or under any emergency
circumstances as determined by the Securities and Exchange Commission. If you
experience difficulty making a telephone redemption during periods of drastic
economic or market change, you can send the Funds your request by regular or
express mail. Follow the instructions above under "Selling Your Shares" in this
section.

REDEMPTION IN KIND. The Funds reserve the right to make payment in securities
rather than cash, known as a "redemption in kind." This could occur under
extraordinary circumstances, such as a very large redemption that could affect
Fund operations (for example, more than 1% of a Fund's net assets). If the Fund
deems it advisable for the benefit of all shareholders, redemption in kind will
consist of securities equal in market value to your shares. When you convert
these securities to cash, you will pay brokerage charges.

UNDELIVERABLE REDEMPTION CHECKS. For any shareholder who chooses to receive
distributions in cash: If distribution checks (1) are returned and marked as
"undeliverable" or (2) remain uncashed for six months, your account will be
changed automatically so that all future distributions are reinvested in your
account. Checks that remain undeliverable or uncashed for six months will be
canceled and will be redeposited in your account at the current net asset value.



EXCHANGING SHARES

HOW TO EXCHANGE YOUR SHARES. You can exchange your shares in one Fund for shares
of the same class of another Eureka Fund, usually without paying additional
sales charges (see "Notes" below). You must meet the minimum investment
requirements for the Fund into which you are exchanging. Exchanges from one Fund
to another are taxable. Class A Shares and Class B Shares may also be exchanged
for Trust Shares



                                      -44-

<PAGE>   106


of the same Fund if you become eligible to purchase Trust Shares. No transaction
fees are currently charged for exchanges.

A shareholder wishing to exchange Class A Shares or Class B Shares purchased
through a financial adviser or brokerage account may do so by contacting their
adviser or broker. A fee may be charged by the adviser or broker with regard to
such an exchange. Information about such charges will be supplied by your
adviser or broker.


The exchange will be made 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.

Any shareholder who wishes to make an exchange must have received a current
Prospectus of the Fund in which he or she wishes to invest before the exchange
will be effected.


Notes on Exchange

      -     When exchanging Trust Shares of a Fund for Class A Shares of a Fund,
            you will be exempt from any applicable sales charge.

      -     When exchanging from a Fund that has no sales charge or a lower
            sales charge to a Fund with a higher sales charge, you will pay the
            difference.

      -     The registration and tax identification numbers of the two accounts
            must be identical.

      -     The Exchange Privilege (including automatic exchanges) may be
            changed or eliminated at any time upon a 60-day notice to
            shareholders.

      -     Be sure to read carefully the Prospectus of any Fund into which you
            wish to exchange shares.

A shareholder wishing to exchange Class A Shares or Class B Shares purchased
directly from the Eureka Funds may do so by contacting the Eureka Funds at (888)
890- 8121 or by providing written instructions to the Eureka Funds, P.O. Box
182792, Columbus, Ohio 43218-2792 with the following information:


-     your name and telephone number;
-     the exact account name and account number;
-     the taxpayer identification number;
-     the dollar value or number of shares to be exchanged;
-     the name of the Fund from which the exchange is to be made; and
-     the name of the Fund into which the exchange is to be made. If the
      exchange will be made into an existing account, please provide the account
      number.

If not selected on the Account Registration Form, the Shareholder will
automatically receive exchange privileges.

The Funds reserve the right to change the terms of the exchange privilege 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. Other than exchanges pursuant
to the Eureka Funds' Auto Exchange Plan, there is a $500 minimum for exchanges.

PRICING OF FUND SHARES


VALUATION OF SHARES. The price of a Fund's shares is based on the Fund's net
asset value. The net asset value of a Fund is determined by dividing the total
market value of the Fund's investments and other assets, less any liabilities,
by the total number of outstanding shares of the Fund. The net asset value is
calculated separately for the Trust Shares, the Class A Shares, and the Class B
Shares of each Fund.



                                      -45-
<PAGE>   107

The net asset value for each Fund (except the Money Market Funds) may be found
daily in The Wall Street Journal and other newspapers.



<TABLE>
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>

Money Market Funds (the U.S.         -        The net asset value of each of the Money Market Funds is determined
Treasury Obligations Fund the                 on each business day as of 1:00 p.m. Eastern time and as of the
Prime Money Market Fund, and the              close of regular trading of the New York Stock Exchange ("NYSE")
California Money Fund)                        (generally 4:00 p.m. Eastern time) on each day in which the NYSE is
                                              open for trading and the Federal Reserve Bank is open  and any other
                                              day during which there is sufficient trading in a Fund's investments
                                              that the Fund's net asset value may be materially affected.

                                     -        The assets in each Money Market Fund are valued based upon the
                                              amortized cost method, which does not take into account unrealized
                                              gains or losses.

                                     -        Each Money Market Fund's net asset value is expected to remain at a
                                              constant $1, although there is no assurance that this will be
                                              maintained.

                                     -        For further information about the valuation of investments, see the
                                              Statement of Additional Information.
--------------------------------------------------------------------------------------------------------------------
Investment Grade Bond Fund, the      -        The net asset value of the Investment Grade Bond Fund, the Global
Global Asset Allocation Fund, the             Asset Allocation Fund, the Equity Fund, and the Active OTC Stock
Equity Fund, and the Active OTC               Fund is determined on each business day as of the close of regular
Stock Fund                                    trading of the NYSE (generally 4:00 p.m. Eastern time) on each day
                                              in which the NYSE is open for trading and any other day during which
                                              there is sufficient trading in a Fund's investments that the Fund's
                                              net asset value may be materially affected.

                                     -        The assets in the Investment Grade Bond Fund, the Global Asset
                                              Allocation Fund, the Equity Fund, and the Active OTC Stock Fund are
                                              valued accordingly:

                                                       Portfolio securities, the principal market for which is a
                                                       securities exchange, will be valued at the closing sales
                                                       price on that exchange, or, if there have been no sales
                                                       during that day, at their latest bid.  If market quotations
                                                       are not readily available, the securities will be valued by
                                                       a method which the Board of Trustees believes accurately
                                                       reflects fair value.

                                                       Portfolio securities, the principal market for which is not
                                                       a securities exchange, will be valued at the mean between
                                                       their latest bid and asked prices.  If such prices are not
                                                       available, then the securities will be valued by a method
                                                       which the Board of Trustees believes accurately reflects
                                                       fair value.

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

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



                                     -46-
<PAGE>   108


BUY AND SELL PRICES. When you buy shares, you pay the net asset value next
determined after your order is received. When you sell shares, you receive the
net asset value next determined after your order is received.



                                      -47-

<PAGE>   109


ADDITIONAL INVESTOR SERVICES

AUTO INVEST PLAN (AIP). AIP lets you set up periodic additional investments in
the Funds of your choice through automatic deductions from your bank account.
The minimum investment amount is $50 per Fund and the minimum subsequent
investment amount is $50 per Fund. Investments may be made bi-monthly, monthly,
or quarterly. To establish, complete the appropriate section in the Account
Registration Form. To participate in AIP from your bank account, please attach a
voided check to your Account Registration Form.


CHECK WRITING SERVICE. Shareholders of Class A Shares or Class B 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 your request or if the check cannot be honored
because of insufficient funds or other valid reasons.

AUTO EXCHANGE. Eureka Funds Auto Exchange enables you to make regular, automatic
withdrawals from Class A Shares or Class B Shares of a Money Market Fund and use
those proceeds to benefit from dollar- cost- averaging by automatically making
purchases shares of the same class of shares of another Eureka Fund. With your
authorization, the Transfer Agent will withdraw the amount specified (subject to
the applicable minimums) from your Money Market Fund account and will
automatically invest that amount in the same class of shares of the Fund you
designate. In order to participate in the Auto Exchange, you must have a minimum
beginning balance of $10,000 in your Money Market Fund account you will be
subject to minimum account balance requirements as described below.


To participate in the Auto Exchange, complete the appropriate section of the
Account Registration Form, which can be acquired by calling the Funds at (888)
890-8121. 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.

AUTO WITHDRAWAL PLAN (AWP). If you have at least $10,000 in the Fund selected
and maintain a minimum account balance of $1,000 in the Fund, you may use AWP,
which allows you to receive regular distributions from your account. Under the
plan you may elect to receive automatic payments via check of at least $100 per
Fund or more on a monthly basis. You may arrange to receive regular
distributions from your account and have the amount transferred according to
your instructions by completing the appropriate section in the Account
Registration Form or by submitting a written request (with signature guarantee)
to the Funds. To change the AWP 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 AWP may be amended or terminated, without notice, at any
time.


EUREKA FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA"). The minimum initial
investment in an IRA is $1,000 and the minimum subsequent investment amount is
$50. Available IRAs include IRAs set up under a Simplified Employee Pension Plan
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 or Class B Shares for an IRA.
Eureka Funds IRA contributions may be tax deductible and earnings are tax
deferred.


      For more information on a Eureka Funds IRA call the Funds at (888)
890-8121. Shareholders are advised to consult a tax adviser on Eureka Funds IRA
contribution and withdrawal requirements and restrictions.

DIVIDENDS AND DISTRIBUTIONS

As a mutual fund shareholder, you may receive capital gains and/or income from
your investment. The Money Market Funds and the Investment Grade Bond Fund
declare dividends daily and pay income dividends monthly. The Global Asset
Allocation Fund declares and pays income dividends annually. The Equity Fund
declares and pays


                                      -48-
<PAGE>   110


income dividends monthly. The Active OTC Stock Fund declares and pays income
dividends _________. The Money Market Funds do not expect to realize any capital
gains. However, if capital gains are realized, the Money Market Funds will
distribute such gains at least once a year. The Investment Grade Bond Fund, the
Global Asset Allocation Fund, the Equity Fund, and the Active OTC Stock Fund
each distribute capital gains, if any, at least once a year.


We will automatically reinvest any income dividends and capital gains
distributions you are entitled to in additional shares of your Fund(s) unless
you notify the Funds that you want to receive your distributions in cash. To do
so, select the cash option on your application or to change your existing
account, send a letter with your request, including your name and account number
to:

                                  Eureka Funds

P.O. Box 182792
                            Columbus, Ohio 43218-2792

Your request will become effective for distributions having record dates after
our Distributor receives your request. Note that the Internal Revenue Service
treats dividends paid in additional Fund shares the same as it treats dividends
paid in cash.

TAXES

Your mutual fund investments may have a considerable impact on your tax
situation. We've summarized some of the main points you should know below. Note,
however, that the following is general information and will not apply to you if
you are investing through a tax-deferred account such as an IRA or a qualified
employee benefit plan. In addition, if you are not a resident of the United
States, you may have to pay taxes besides those described here, such as U.S.
withholding and estate taxes.

We will send you a statement each year showing the tax status of all your
distributions. The laws governing taxes change frequently, however, so please
consult your tax adviser for the most up-to-date information and specific
guidance regarding your particular tax situation. You can find more information
about the potential tax consequences of mutual fund investing in our Statement
of Additional Information.

Note that you may have to pay taxes on Fund distributions whether you received
them in the form of cash or additional Fund shares. The Internal Revenue Service
treats most mutual fund distributions as ordinary income. One exception is
long-term capital gains, which are typically taxed at a lower rate than ordinary
income when distributed to shareholders who are individuals regardless of how
long such shareholders have held their Fund shares.

TAXES ON FUND DISTRIBUTIONS. You may owe taxes on Fund distributions even if
they represent income or capital gains the Fund earned before you invested in it
(if such income or capital gains were included in the price you initially paid
for your shares).

STATE, LOCAL, AND FOREIGN TAXES. In addition to federal taxes, you may have to
pay state, local, and foreign taxes on the dividends or capital gains, if any,
you receive from a Fund, as well as on capital gains, if any, you realized from
selling or exchanging Fund shares.

DIVIDENDS AND SHORT-TERM CAPITAL GAINS. The Internal Revenue Service treats any
dividends and short-term capital gains you receive from the Funds as ordinary
income.

FUNDS INVESTING IN FOREIGN SECURITIES: If your Fund invests in foreign
securities, the income those securities generate may be subject to foreign
withholding taxes, which may decrease their yield. Foreign governments may also
impose taxes on other payments or gains your Fund earns on these securities. In
general, shareholders in these Funds will not be entitled to claim a credit or
deduction for these foreign taxes on their U.S. tax return. (There are some
exceptions, however; please consult your tax adviser for more information.) In
addition, foreign investments


                                      -49-
<PAGE>   111

may prompt a fund to distribute ordinary income more frequently and/or in
greater amounts than purely domestic funds, which could increase your tax
liability.

TAX CONSEQUENCES OF SELLING OR EXCHANGING SHARES. If you sell or exchange Fund
shares, you may have to report capital gains, if any, you realize as income and
any capital loss as a deduction on your federal income tax return. For more
specific information about your own tax situation, consult your tax adviser.

The portfolio managers of the Funds do not actively consider tax consequences
when making investment decisions. From time to time, the Funds may realize
capital gains as by-products of ordinary investment activities. As a result, the
amount and timing of Fund distributions may vary considerably from year to year.

--------------------------------------------------------------------------------
AVOID 31% TAX WITHHOLDING. If you have not done so already, be sure to provide
us with your correct taxpayer identification number OR certify that it is
correct. Unless we have that information, the Funds may be required, by law, to
withhold 31% of the taxable distributions you would otherwise be entitled to
receive from your Fund investments as well as any proceeds you would normally
receive from selling Fund shares.
--------------------------------------------------------------------------------

THESE TAX CONSIDERATIONS MAY OR MAY NOT APPLY TO YOU. PLEASE CONSULT YOUR TAX
ADVISER TO DETERMINE WHETHER THESE CONSIDERATIONS ARE RELEVANT TO YOUR
PARTICULAR INVESTMENTS AND TAX SITUATION. MORE INFORMATION ABOUT TAXES CAN BE
FOUND IN THE STATEMENT OF ADDITIONAL INFORMATION.

INVESTMENT MANAGEMENT

INVESTMENT ADVISER


Sanwa Bank California (Sanwa), 601 S. Figueroa Street, Los Angeles, California
90017, serves as the investment adviser to each Fund, subject to the general
supervision of the Board of Trustees of the Funds, and is responsible for the
day-to-day management of their investment portfolios. Sanwa is a wholly-owned
subsidiary of The Sanwa Bank Limited, of Japan. Established in 1972, Sanwa
provides a full range of individual and business banking services through a
network of more than 100 branches and offices statewide. As of September 30,
2000, Sanwa had approximately $9.4 billion in assets.

The Eureka Equity Fund and the Eureka Global Asset Allocation Fund are managed
by a team of investment professionals at Sanwa who make the investment decisions
and continuously review and administer the investment programs of the Funds.

                        The Eureka U.S. Treasury Obligations Fund, the Eureka
Prime Money Market Fund, and the Eureka Investment Grade Bond Fund are managed
by David Lampert. Mr. Lampert, Vice President and Director of Fixed Income, has
been with the Adviser since 1984 where he handles investment management and
client relations for personal and institutional trust and agency accounts for
Sanwa Investment Management. As Deputy Head of Sanwa Investment Management, Mr.
Lampert is a key player in the investment strategy and portfolio management of
the Adviser's $2.3 billion in managed assets.



                                      -50-
<PAGE>   112


                        The Eureka California Money Fund is managed by . . .
                        The Eureka Active OTC Stock Fund is managed by . . .



                        Mr. Lampert has held several positions within Sanwa.
Before joining the investment management department, he served as deputy
treasurer, managing investment and derivative sales, trading, and funding. He
also served as fixed income section manager, managing a bond portfolio of $700
million and a money market portfolio of $1.2 billion. Mr Lampert graduated from
the University of California at Los Angeles with a bachelor of arts in
business/economics.

The investment advisory fees paid to Sanwa, after voluntary fee reductions, by
the Funds for the fiscal year ended September 30, 2000 were as follows:


         Fund                                  % of Average Net Assets
         ----                                  -----------------------

U.S. Treasury Obligations Fund                           0.10%
Prime Money Market Fund                                  0.20%
Investment Grade Bond Fund                               0.50%
Global Asset Allocation Fund                             0.80%
Equity Fund                                              0.65%


PRIOR PERFORMANCE OF THE ADVISER

      The following tables set forth the Adviser's composite performance data
relating to the historical performance of all collective investment trusts and
common trust funds managed by the 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 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 Adviser.


      The Adviser's composite performance data shown below 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
Adviser's institutional private accounts, without provision for federal or state
income taxes. Custodial fees, if any, were not included in the calculation. The
Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the 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
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 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 Funds by the 1940 Act or Subchapter M of the Internal Revenue Code.
Consequently, the performance results for the 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. In addition, the performance results for the Adviser's
composites would have been lower if the expenses to which the Equity Fund and
the Investment Grade Bond Fund are subject were applied.



                                      -51-
<PAGE>   113

         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 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 Adviser's
composites were not calculated pursuant to the methodology established by the
SEC that will be used to calculate performance results of the Funds. 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 Adviser or from statistical services, reports or other sources believed by
the Adviser to be reliable. However, except as otherwise indicated, such
information has not been verified and is unaudited.

                               EQUITY PERFORMANCE
                               ------------------


<TABLE>
<CAPTION>

                                               Investment
                                Eureka         Adviser's
                                Equity         Equity                  S&P 500
         Year                   Fund           Composite               Index(1)
         ----                   ------         -----------             --------
<S>      <C>                    <C>     <C>      <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)                        22.72%      --                   27.19%
         1999(4)                        15.73%      --                   21.04%
         2000(5)
         Since Inception(6)
         One Year ended October 31, 1997                     30.12%
32.10%
         5 Years ended October 31, 1997           17.38%                 19.85%
         10 Years ended October 31, 1997                     15.03%
17.14%
</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 December 31, 1998.
Return has not been annualized.

     (4) Average annual total return for the Class A Shares of the Eureka Equity
Fund from January 1, 1999 through December 31, 1999.



                                      -52-
<PAGE>   114



     (5) Average annual total return for the Class A Shares of the Eureka Equity
Fund from January 1, 2000 through December 31, 2000.

     (6) Average annual total return for Class A Shares of the Eureka Equity
Fund from February 3, 1998 through December 31, 2000.



                                      -53-

<PAGE>   115

                        INVESTMENT GRADE BOND PERFORMANCE
                        ---------------------------------


<TABLE>
<CAPTION>

                                             Investment                       Lehman               Lehman
                   Investment                 Adviser's                       Brothers             Brothers
                     Grade                   Investment                    Government/             Aggregate
                     Bond                    Grade Bond                      Corporate               Bond
Year                 Fund                    Composite                     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)                   7.21%                  ---                            7.95%                   7.31%
1999(5)                  -2.29%                  ---                            2.15%                  -0.83%
2000(6)
Since Inception(7)
One Year ended
   October 31, 1997                             8.05%                           8.81%                   8.89%
5 Years ended
    October 31, 1997                            5.65%                           7.62%                   7.51%
10 Years ended
     October 31, 1997                           7.60%                           9.19%                   9.25%
</TABLE>



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


     (1) The Lehman Brothers Government/Corporate Bond Index includes the Lehman
Brothers Government and the Lehman Brothers Corporate Bond indices. The Lehman
Brothers Government Bond Index is made up of the Lehman Brothers Treasury Bond
Index (all public obligations of the U.S. Treasury, excluding flower bonds and
foreign-targeted issues) and the Lehman Brothers 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 Lehman Brothers Treasury
Index, composed of Treasury issues with 20 years or more to maturity. The Lehman
Brothers Corporate Bond Index includes all publicly issued, fixed rate,
nonconvertible investment grade, dollar-denominated, SEC-registered corporate
debt. The Lehman Brothers 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 Brothers Aggregate Bond 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.

     (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
December 31, 1998. Return has not been annualized.



                                      -54-
<PAGE>   116





     (5) Average annual total return for the Class A Shares of the Eureka
Investment Grade Bond Fund from January 1, 1999 through December 31, 1999.

     (6) Average annual total return for the Class A Shares of the Eureka
Investment Grade Bond Fund from January 1, 2000 through December 31, 2000.

     (7) Average annual total return for the Class A Shares of the Eureka
Investment Grade Bond Fund from February 3, 1998 through December 31, 2000.



                                      -55-

<PAGE>   117


OTHER SERVICE PROVIDERS

DISTRIBUTOR & ADMINISTRATOR

         BISYS Fund Services
         3435 Stelzer Road
         Columbus, Ohio  43219-3035

TRANSFER AGENT

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

CUSTODIAN

         The Bank of New York

         100 Church Street
         New York, New York  10286


LEGAL COUNSEL

         Ropes & Gray
         1301 K Street, N.W., Suite 800 East
         Washington, DC  20005

AUDITORS

         Ernst & Young, LLP
         10 West Broad Street
         Columbus, Ohio  43219


                                      -56-
<PAGE>   118


FINANCIAL HIGHLIGHTS


The financial highlights table is intended to help you understand the financial
performance of the Class A Shares of each Fund for the period from commencement
of operations through September 30, 2000. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by Ernst & Young LLP, whose report, along with the Fund's financial
statements, are included in the annual report, which is available upon request.




                                      -57-
<PAGE>   119

                    ADDITIONAL INVESTMENT PRACTICES AND RISKS

INVESTMENT PRACTICES
--------------------

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques used by the Fund, as well as the risks
inherent in their use. Equity securities are subject mainly to market risk.
Fixed income securities are primarily influenced by market, credit and
prepayment risks, although certain securities may be subject to additional
risks. For a more complete discussion, see the Statement of Additional
Information. Following the table is a more complete discussion of risk.


            X     No fundamental policy limitation on usage


            -     Not permitted


            #     Represents maximum permissible percentage of total assets
                  For temporary defensive purposes may constitute 100 percent of
                  total assets








<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                     PRIME         U.S.                                           GLOBAL                  ACTIVE
                                     MONEY      TREASURY       CALIFORNIA       INVESTMENT        ASSET                     OTC
                                     MARKET    OBLIGATIONS       MONEY          GRADE BOND      ALLOCATION      EQUITY     STOCK
                                      FUND        FUND           FUND              FUND           FUND           FUND       FUND
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>             <C>               <C>             <C>           <C>        <C>
INVESTMENT
PRACTICES
AND SECURITIES
-----------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities.
Securities secured by company
receivables, home equity loans,
truck and auto loans, leases,
credit card receivables and            X         ----            ----               X               35            35        35
other securities backed by
receivables or assets.  Credit,
interest rate, opportunity and
pre-payment risks.
-----------------------------------------------------------------------------------------------------------------------------------
Bankers' Acceptances.  Bills of
exchange or time drafts drawn on
and accepted by a commercial           25        ----            25                 35+             35+           35+       35+
bank.  Credit risk.
-----------------------------------------------------------------------------------------------------------------------------------
Borrowings.(1)  The borrowing of
money from banks or through
reverse repurchase agreements.         33 1/3    33 1/3          33 1/3             33 1/3          33 1/3        33 1/3    33 1/3
Leverage and credit risks.
-----------------------------------------------------------------------------------------------------------------------------------
Certificates of Deposit.
Negotiable instruments with a          X         ----            X                  35+             35+           35+       35+
stated maturity.  Credit and
liquidity risks.
-----------------------------------------------------------------------------------------------------------------------------------
Commercial Paper and
</TABLE>



                                      -58-

<PAGE>   120


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>             <C>              <C>             <C>           <C>        <C>
Other Short-Term Obligations.
Short-term promissory notes or
other obligations issued by           X         ----            X                35+             35+           35+        35+
corporations and other
entities.  Credit risk.
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock.  Shares of
ownership of a company.  Market       ----      ----            ----             ----            X             X          X
risk.
-----------------------------------------------------------------------------------------------------------------------------------
Convertible Securities.  Bonds
or preferred stock that convert
to common stock.  Credit,             ----      ----            ----             X               X             X          X
interest rate and market risks.
-----------------------------------------------------------------------------------------------------------------------------------
Corporate or Commercial Bonds.
Debt securities issued by
corporations.  Credit and             X         ----            ----             X               X             35         35
interest rate risks.
-----------------------------------------------------------------------------------------------------------------------------------
Dollar Rolls.  A transaction in
which a fund sells securities
for delivery in a current month
and simultaneously contracts
with the same party to               ----      ----            ----              X               X             X          X
repurchase similar but not
identical securities on a
specified future date.  Interest
rate, management and market
risks.
-----------------------------------------------------------------------------------------------------------------------------------
Emerging Market Securities.
Securities of countries with
emerging economies or securities
markets.  Currency, information,     ----       ----           -----             15              15            15         15
liquidity, market and political
risks.
-----------------------------------------------------------------------------------------------------------------------------------
Foreign Securities.
-----------------------------------------------------------------------------------------------------------------------------------
-  Stocks and bonds of               ----        ----          -----              35              X             35         35
   foreign issuers
-----------------------------------------------------------------------------------------------------------------------------------
-  American depository
   receipts, European
   depository receipts, global       ----        ----          ----               35              X             35         35
   depository receipts and
   other similar global
   instruments
-----------------------------------------------------------------------------------------------------------------------------------
-  Eurodollar Certificates
   of Deposit, Yankee
   Certificates of Deposit,
   Eurodollar Time Deposits           35          ----         ----               35              X             35         35
   ("ETD's") and Canadian Time
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -59-
<PAGE>   121


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>             <C>              <C>             <C>           <C>        <C>
     Deposits.

Currency, information,
liquidity, market, natural event
and political risks.
-----------------------------------------------------------------------------------------------------------------------------------
Forward Commitments.  The
purchase or sale of a security
with payment and delivery
scheduled for a future time.         X           X            X                  X               X            X          X
Leverage, market and opportunity
risks.
-----------------------------------------------------------------------------------------------------------------------------------
Forward Foreign Currency
Exchange Transactions.
Contractual agreement to
purchase or sell one specified
currency for another currency at
a specified future date and          ----        ----         ----               ----            50           ----       ----
price.  Credit, correlation,
currency, information, leverage,
liquidity, management, market,
opportunity and political risks.
-----------------------------------------------------------------------------------------------------------------------------------
Illiquid Securities.(3)
Securities which may be
difficult to sell at an               10         ----         10                 15              15           15         15
acceptable price.  Liquidity,
market and valuation risks.
-----------------------------------------------------------------------------------------------------------------------------------
Investment Company Securities.
Shares of other mutual funds.
Sanwa 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.
-----------------------------------------------------------------------------------------------------------------------------------
-  Money market mutual                10         10           10                 10              10           10         10
   funds
-----------------------------------------------------------------------------------------------------------------------------------
-  Non-money market mutual            ----       ----         ----               ----            10          ----        10
   funds
-----------------------------------------------------------------------------------------------------------------------------------
Investment Grade Bonds.
Interest-bearing or discounted
government or
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -60-

<PAGE>   122


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>             <C>              <C>             <C>           <C>        <C>
corporate securities that
obligate the issuer to pay the
bondholder a specified sum of
money, usually at specific
intervals, and to                     ----      ----           ----              X               X             X          X
repay the principal amount of
the loan at maturity.
Investment grade bonds are
those rated BBB or better by
S&P or Baa or better by
Moody's or similarly rated
by other nationally recognized
statistical rating organizations,
or, if not rated, determined to
be of comparable quality by the
Adviser. Market and credit risks.
-----------------------------------------------------------------------------------------------------------------------------------
Money Market Instruments.
Investment-grade, U.S.
dollar-denominated debt
securities that have Remaining
maturities of one year or less.
These Securities may include
U.S. government obligations,
Commercial paper and other
short-term corporate                  X         ----          X                  X               X            X          X
Obligations, repurchase
agreements collateralized with
U.S. government securities,
certificates of deposit,
bankers' acceptances, and other
financial institution
obligations.  These securities
may carry fixed or variable
interest rates. Market and
credit risks.
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities. (2)
Debt obligations 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         ----        ----         ----               X               35           35         35
mortgage loans, real estate
investment conduits, and
stripped mortgage backed
securities.  Mortgage backed
securities
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -61-
<PAGE>   123


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>           <C>                <C>          <C>          <C>         <C>
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.
-----------------------------------------------------------------------------------------------------------------------------------
Municipal Obligations.
Securities issued by a state or
political subdivision to obtain
funds for various public
purposes.  Municipal obligations
include participation
certificates in leases,              35          ----          X                 35              ----         ----       ----
installment purchase contracts
and conditional sales
contracts.  Credit, liquidity,
political and tax risks.
-----------------------------------------------------------------------------------------------------------------------------------
Options and Futures.(1) Contracts
involving the right or
obligation to deliver or receive
assets or money depending upon
the performance of one or more
assets or an economic index.         ----        ----          ----              X              X           X          X
Currency, correlation, credit,
interest rate, leverage,
liquidity, opportunity and
market risks.
-----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock.  A class of
stock that generally pays a
dividend at a specified rate and
has preference over common stock     ----        ----         ----               75              X           X          X
in the payment of dividends and
liquidation.  Market risk.
-----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements.(1)  The
purchase of a security and the
simultaneous commitment to sell
it back at an agreed upon            X           X            X                  X               X           X          X
price.  Credit, market and
leverage risks.
-----------------------------------------------------------------------------------------------------------------------------------
Reverse Repurchase Agreements.(1)
(4)  The sale of a security and
the simultaneous commitment to
buy it back at an agreed upon        X           X            X                  X               X            X         X
price.  Credit, leverage
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -62-

<PAGE>   124


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>          <C>                 <C>             <C>        <C>         <C>
and market risks.
-----------------------------------------------------------------------------------------------------------------------------------
Restricted Securities.(5)
Securities not registered under
the Securities Act of 1933.          X          ----          X                  X               X          X           X
Market and valuation risks.
-----------------------------------------------------------------------------------------------------------------------------------
Rights and Warrants.  A contract
issued by a corporation enabling
the owner to subscribe to and
purchase a specified number of
shares of the corporation at a       ----       ----          ---                X               X          X           X
specified price during a
specified period of time.
Market and valuation risks.
-----------------------------------------------------------------------------------------------------------------------------------
Securities Lending.(1)  The
lending of securities to
financial institutions, which        33 1/3    33 1/3        33 1/3              33 1/3         33 1/3      33 1/3     33 1/3
provide cash or government
securities as collateral.
Credit risk.
-----------------------------------------------------------------------------------------------------------------------------------
Short-Term Trading. The sale of
a security soon after its
purchase.  A portfolio engaging
in such trading will have higher     ----       ----          ----               X               X           X          X
turnover and transaction
expenses.  Such trading may also
increase a shareholder's tax
liability.  Market risk.
-----------------------------------------------------------------------------------------------------------------------------------
Swaps, Caps and Floors.(5) Swaps
involve the exchange of
obligations by two parties.
Caps and floors entitle a
purchaser to a principal amount
from the seller of the cap or        ----       ----          ----               X               X          X           X
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 bank in
exchange for the deposit of          X          ----          X                  35+            35+        35+         35+
funds.  Liquidity risk.
-----------------------------------------------------------------------------------------------------------------------------------
U.S. Government Agency
</TABLE>



                                      -63-
<PAGE>   125


<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>          <C>                 <C>             <C>        <C>         <C>
Securities. Obligations issued
by U.S. government agencies,
such as the Federal National
Mortgage Association (FNMA),
including bills, notes, bonds,
and separately traded registered
interest and principal               X         ----         X                    X              X          35+        35+
securities. Although these
securities have high credit
ratings, the majority of these
obligations are not backed by
the full faith and credit of the
U.S. government as are U.S.
Treasury securities. Credit and
interest rate risks.
-----------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Securities:
Obligations issued or guaranteed
as to payment of principal and
interest by the full faith and
credit of the U.S. government
including bills, notes, bonds,
and separately traded registered
interest and principal               X         X            X                    X              X          35+        35+
securities. Market risk.
-----------------------------------------------------------------------------------------------------------------------------------
Variable and Floating Rate
Instruments.  Obligations with a
yield that is reset on a
periodic basis and loosely           X         ----         X                    X              X          X          X
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 purchase or
sale of securities for delivery
at a future date.  Leverage,         X        X             X                    X              X          X          X
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.

                                      -64-
<PAGE>   126

INVESTMENT RISKS
----------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above as well as those risks
discussed in "What are the main risks of investing in this Fund?" Because of
these risks, the value of the securities held by each Fund may fluctuate, as
will the value of your investment in the Fund. Certain investments and Funds are
more susceptible to these risks than others.

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.

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.

FOREIGN INVESTMENT RISK. The risk associated with higher transaction costs,
delayed settlements, currency controls and adverse economic developments. This
also includes 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. Exchange rate
volatility also may affect the ability of an issuer to repay U.S. dollar
denominated debt, thereby increasing credit risk. Foreign securities may also be
affected by incomplete or inaccurate financial information on companies, social
upheavals or political actions ranging from tax code changes to governmental
collapse. These risks are more significant in emerging markets.

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. The risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value. Leverage is often associated with investments in derivatives, but also
may be embedded directly in the characteristics of other securities.

      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.
      Hedges are sometimes subject to imperfect matching between the derivative
      and underlying security, and there can be no assurance that a Fund's
      hedging transactions will be effective.


                                      -65-
<PAGE>   127


      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 derivatives original cost.

LIQUIDITY RISK. The risk that certain securities may be difficult or impossible
to sell at the time and the price that would normally prevail in the market. 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. This includes the risk of missing out on an
investment opportunity because the assets necessary to take advantage of it are
tied up in less advantageous investments.

MANAGEMENT RISK. The risk that a strategy used by a Fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.
Incomplete matching can result in unanticipated risks. 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, industrial sector of
the economy or the market as a whole. There is also the risk that the current
interest rate may not accurately reflect existing market rates. A rise in
interest rates typically causes a fall in values, while a fall in rates
typically causes a rise in values. Finally, key information about a security or
market may be inaccurate or unavailable.

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

PRE-PAYMENT RISK. The risk that the principal repayment of a security will occur
sooner than expected and 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 increase the taxes payable by a
Fund's shareholders.


                                      -66-
<PAGE>   128


HOW TO OBTAIN MORE INFORMATION

MORE INFORMATION ABOUT THE FUNDS IS AVAILABLE WITHOUT CHARGE THROUGH THE
FOLLOWING:

Statement of Additional Information (SAI)

More detailed information about the Eureka Funds is included in our SAI. The SAI
has been filed with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

Annual and Semi-Annual Reports

These reports list the Funds' holdings and contain information on the market
conditions and investment strategies that significantly affected the Eureka
Funds' performance during the last year.

To obtain the SAI, Annual or Semi-Annual Reports, or More Information:

BY TELEPHONE:

Call (888) 890-8121

BY MAIL:

Eureka Funds
P.O. Box 182792
Columbus, Ohio  43218-2792

BY INTERNET:


http://www.eurekafunds.com

From the SEC: You can also obtain the SAI, the Annual and Semi-Annual Reports,
and other information about the Eureka Funds, from the SEC's web site
(http://www.sec.gov). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-202-942-8090). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section, 450
5th Street, N.W., Washington, DC 20549-0102 or by sending an e-mail to:
[email protected].


Eureka Funds' Investment Company Act registration number is 811-08305.


                                      -67-
<PAGE>   129


                                  EUREKA FUNDS



                       STATEMENT OF ADDITIONAL INFORMATION



                                FEBRUARY 1, 2001

                                     -------





This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses of the Eureka U.S. Treasury Obligations
Fund, the Eureka Prime Money Market Fund, the Eureka California Money Fund, the
Eureka Investment Grade Bond Fund, the Eureka Global Asset Allocation Fund, the
Eureka Equity Fund, and the Eureka Active OTC Stock Fund which are dated
February 1, 2001. 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>   130

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
EUREKA FUNDS...................................................................................1

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

VALUATION
           Valuation of the Money Market Funds..................................................
           Valuation of the Investment Grade Bond Fund, the Global Asset
                     Allocation Fund, the Equity Fund, and the Active OTC Stock Fund............
           Valuation of International Securities................................................

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..................................................
           How to Purchase and Redeem Shares....................................................
           Matters Affecting Redemption.........................................................

ADDITIONAL TAX INFORMATION......................................................................
           General..............................................................................
           Additional Tax Information Concerning the California Money Fund......................
           Additional Tax Information Concerning the Global Asset Allocation Fund...............


MANAGEMENT OF THE EUREKA FUNDS..................................................................
           Trustees and Officers................................................................
           Investment Adviser...................................................................
           Portfolio Transactions...............................................................
           Glass-Steagall Act...................................................................
           Administrator........................................................................
           Distributor..........................................................................
           Service Plan.........................................................................
           Distribution Plan....................................................................
           Expenses.............................................................................
           Custodian............................................................................
           Transfer Agent and Fund Accounting Services..........................................
           Independent Auditors.................................................................
           Legal Counsel........................................................................
PERFORMANCE INFORMATION.........................................................................
</TABLE>


                                      B-ii
<PAGE>   131


<TABLE>
<S>                                                                                            <C>
           Yields of the Money Market Funds.....................................................
           Calculation of Total Return..........................................................
           Performance Comparisons..............................................................
ADDITIONAL INFORMATION..........................................................................
           Organization and Description of Shares...............................................
           Shareholder and Trustee Liability....................................................
           Miscellaneous........................................................................

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




                                     B-iii
<PAGE>   132

                       STATEMENT OF ADDITIONAL INFORMATION

                                  EUREKA FUNDS


       Eureka Funds is an open-end management investment company. The Eureka
Funds consist of seven series of units of beneficial interest ("Shares") offered
to the public, each representing interests in one of seven 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"), the California Money Fund (the "California Money Fund" and together with
the U.S. Treasury Obligations Fund and the Prime Money 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"), the Eureka Equity Fund (the "Equity Fund"), and the Active OTC Stock
Fund (the "Active OTC Stock Fund" and together with the Investment Grade Bond
Fund, the Global Asset Allocation Fund, and the Equity Fund the "Variable NAV
Funds"). Each Fund offers to the public three classes of Shares: Class A Shares,
Class B 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 Prospectus.



                        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 ("Sanwa" or
the "Adviser"), 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. Each of the Funds, except the U.S. Treasury
Obligations Fund and the California Money Fund, may invest in asset-backed
securities. The Prime Money Market Fund and the Investment Grade Bond Fund may
each invest up to 100% of their total assets, and the Global Asset Allocation
Fund, the Equity Fund, and the Active OTC Stock Fund may each invest up to 35%
of their total assets in asset-backed securities.



                                      B-1
<PAGE>   133

       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 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, Certificates of Deposit, Demand and Time Deposits.
Each of the Funds may, except the U.S. Treasury Obligations Fund, may invest in
bankers' acceptances, certificates of deposit, and demand and time deposits. The
California Money Fund may invest up to 25% of its total assets in bankers'
acceptance. The Prime Money Market Fund may invest up to 25% of its total
assets, and the Investment Grade Bond Fund, the



                                      B-2
<PAGE>   134


Global Asset Allocation Fund, the Equity Fund, and the Active OTC Stock Fund may
each invest up to 35% of their total assets in bankers' acceptance. For
temporary defensive purposes, the Investment Grade Bond Fund, the Global Asset
Allocation Fund, and the Equity Fund may each invest up to 100% of their total
assets in bankers' acceptance and certificates of deposit. The Prime Money
Market Fund may invest up to 100% of its total assets, and the Investment Grade
Bond Fund, the Global Asset Allocation Fund, and the Equity Fund may each invest
up to 35% of their total assets in certificates of deposit and time deposits.
For temporary defensive purposes, the Investment Grade Bond Fund, the Global
Asset Allocation Fund, and the Equity Fund may each invest up to 100% of their
total assets in 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 published financial statements) or (b) the principal amount of the
instrument is insured in full by the Federal Deposit Insurance Corporation.



       Collateralized Mortgage Obligations. The Investment Grade Bond Fund may
invest up to 100% of its total assets and the Global Asset Allocation Fund, the
Equity Fund, and the Active OTC Stock Fund may each invest up to 35% of their
total assets in collateralized mortgage obligations ("CMOs"). 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 a 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


                                      B-3
<PAGE>   135


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.

       Convertible Securities. Each Variable NAV Fund, may invest up to 100% of
its total assets in convertible securities.


       Commercial Paper. Each Fund, except for the U.S. Treasury Obligations
Fund, may invest in commercial paper. The Prime Money Market Fund may invest up
to 100% of its total assets, and the Investment Grade Bond Fund, the Global
Asset Allocation Fund, the Equity Fund, and the Active OTC Stock Fund may each
invest up to 35% of their total assets in commercial paper. The California Money
Fund may invest up to 100% of its total assets in commercial paper. For
temporary defensive purposes, the Investment Grade Bond Fund, the Global Asset
Allocation Fund, the Equity Fund, and the Active OTC Stock Fund may each invest
up to 100% of their total assets 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, the Global
Asset Allocation Fund, the Equity Fund, and the Active OTC Stock 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



                                      B-4
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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. The Investment Grade Bond Fund may invest up
to 30% of its total assets in preferred stock. The Global Asset Allocation Fund
may invest up to 75% of its assets in common and/or preferred stock. The Equity
Fund and the Active OTC Stock Fund may invest up to 100% of its total assets in
common and/or 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.



       Corporate Bonds. The Prime Money Market Fund, the Investment Grade Bond
Fund, and the Global Asset Allocation Fund may each invest up to 100% of their
total assets and the Equity Fund and the Active OTC Stock Fund may invest up to
35% of its total assets in corporate bonds.


       Dollar Rolls. Each Variable NAV Fund may invest up to 100% of its total
assets in dollar rolls.


       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 Sanwa 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.



                                      B-5
<PAGE>   137


       Second, when Sanwa 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 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.


       The Global Asset Allocation Fund may take positions in forward foreign
currency exchange contracts up to a value not in excess of 50% of its total
assets.


       Foreign Investment. The Funds, other than the U.S. Treasury Obligations
Fund and the California Money Fund, may each invest up to 35% of their total
assets, and the Global Asset Allocation Fund may invest 100% of its total
assets, 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 Investment Grade Bond Fund, the Equity Fund, and the Active OTC Stock
Fund may each invest up to 35% of their total assets and the Global Asset
Allocation Fund may invest up to 100% of its assets in foreign equity
securities, including American Depository Receipts



                                      B-6
<PAGE>   138


(sponsored and unsponsored) ("ADRs"), European Depository Receipts ("EDRs") and
Global Depository Receipts ("GDRs").


       Each Variable NAV Fund may invest up to 15% of it total assets in
emerging market securities.

       Investments in securities issued by foreign branches of U.S. banks,
foreign banks, or other foreign issuers, including 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 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 Sanwa
believes the risks associated with such investments are minimal.



       Futures Contracts and Related Options. The Investment Grade Bond Fund,
the Global Asset Allocation Fund, the Equity Fund, and the Active OTC Stock Fund
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 Sanwa'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



                                      B-7
<PAGE>   139

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 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.



                                      B-8
<PAGE>   140


       Illiquid and Restricted Securities. The Prime Money Market and California
Money Fund may invest up to 10% of their net assets in illiquid securities. The
Investment Grade Bond Fund, Global Asset Allocation Fund, the Equity Fund, and
the Active OTC Stock Fund may invest up to 15% of their net assets in illiquid
securities. Each Fund, except the U.S. Treasury Obligations Fund, may invest in
restricted securities. Some investments may be determined by Sanwa, 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-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. Each Fund may invest up to 10% of its
total assets in money market investment company securities. The Global Asset
Allocation Fund and the Active OTC Stock Fund may invest up to 10% of its total
assets in non-money market investment company securities. By investing in
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



                                      B-9
<PAGE>   141

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 (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). With respect to 80% of its assets, the
Fund will only invest in unrated debt securities should Sanwa determine that the
security is of comparable quality to an investment grade issue. With respect to
80% of its assets, the Fund will not invest in securities that, at the time of
initial investment, do not meet the above credit guidelines. Investment grade
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 Sanwa believes it would be advantageous to do so. The Fund
may invest up to 20% of its assets in debt securities rated B- and above.
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. The Prime Money Market Fund and the Investment
Grade Bond Fund may each invest up to 35% of their total assets in municipal
obligations. The California Money Fund may invest up to 100% of its total assets
in municipal obligations. The Prime Money Market Fund will only invest in
municipal securities rated in the top two tiers by a NRSRO. 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.



                                      B-10
<PAGE>   142


       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, 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, 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, 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, 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 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



                                      B-11
<PAGE>   143


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.



California Municipal Obligations



       The California Money Fund invests primarily in debt obligations issued by
or on behalf of the State of California and other states, territories, and
possessions of the United States, the District of Columbia, and their respective
authorities, agencies, instrumentalities and political subdivisions, and
tax-exempt derivative securities such as tender option bonds, participations,
beneficial interests in trusts and partnership interests ("Municipal
Obligations"). Dividends paid by the Fund that are derived from the interest on
Municipal Obligations that is exempt from taxation under the Constitution or
statues of California ("California Municipal Obligations") are exempt from
regular federal and California State personal income tax. California Municipal
Obligations include municipal securities issued by the State of California and
its political sub-divisions, as well as certain other governmental issuers such
as the Commonwealth of Puerto Rico.



       As defined in the prospectus, under normal market conditions, and as a
matter of fundamental policy, at least 65% of the total assets of the California
Money Fund will be invested in California Municipal Obligations. At least 50% of
the Fund's assets must be invested in obligations which, when held by an
individual, the interest therefrom is exempt from California personal income
taxation (i.e., California Municipal Obligations and certain U.S. Government
obligations) at the close of each quarter of its taxable year so as to permit
the Fund to pay dividends that are exempt from California State personal income
tax. Dividends, regardless of their source, may be subject to local taxes.



       The California Money Fund may hold tax-exempt derivatives which may be in
the form of tender option bonds, participations, beneficial interests in a
trust, partnership interests or other forms. A number of different structures
have been used. For example, interests in long-term fixed-rate Municipal
Obligations, held by a bank as trustee or custodian, are coupled with tender
option, demand and other features when the tax-exempt derivatives are created.
Together, these features entitle the holder of the interest to tender (or put)
the underlying Municipal Obligation to a third party at periodic intervals and
to receive the principal amount thereof. In some cases, Municipal Obligations
are represented



                                      B-12
<PAGE>   144


by custodial receipts evidencing rights to receive specific future interest
payments, principal payments, or both, on the underlying municipal securities
held by the custodian. Under such arrangements, the holder of the custodial
receipt has the option to tender the underlying municipal security at its face
value to the sponsor (usually a bank or broker dealer or other financial
institution), which is paid periodic fees equal to the difference between the
bond's fixed coupon rate and the rate that would cause the bond, coupled with
the tender option, to trade at par on the date of a rate adjustment. The Fund
may hold tax-exempt derivatives, such as participation interests and custodial
receipts, for Municipal Obligations which give the holder the right to receive
payment of principal subject to the conditions described above. The Internal
Revenue Service has not ruled on whether the interest received on tax-exempt
derivatives in the form of participation interests or custodial receipts is
tax-exempt, and accordingly, purchases of any such interests or receipts are
based on the opinion of counsel to the sponsors of such derivative securities.
Neither the Fund nor the Adviser will independently review the underlying
proceedings related to the creation of any tax-exempt derivatives or the bases
for such opinion. Before purchasing a tax-exempt derivative for the Fund, the
Adviser is required by the Fund's procedures to conclude that the tax-exempt
security and the supporting short-term obligation involve minimal credit risks
and are Eligible Securities under the Fund's Rule 2a-7 procedures. In evaluating
the credit worthiness of the entity obligated to purchase the tax-exempt
security, the Adviser will review periodically the entity's relevant financial
information. Currently, the Adviser may purchase tax-exempt derivatives for the
Fund so long as after any purchase not more than 25% of the Fund's assets are
invested in such securities.


       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.



       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



                                      B-13
<PAGE>   145

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 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, Sanwa, 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



                                      B-14
<PAGE>   146


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 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 California Money Fund may acquire
puts with respect to Municipal Obligations held in its portfolio.



       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



                                      B-15
<PAGE>   147

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 Sanwa's opinion, present minimal credit risks.



       Put and Call Options. A Fund will not purchase put and call options when
the aggregate premiums on outstanding options exceed 5% of its net assets at the
time of purchase, and will not write options on more than 25% of the value of
its net assets (measured at the time an option is written). 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.



       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 series 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 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



                                      B-16
<PAGE>   148


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 Sanwa 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 Sanwa 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 Sanwa 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. Each Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements in accordance with each
Fund's investment restrictions. Each Fund may borrow up to 33 1/3% of its total
assets. 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 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



                                      B-17
<PAGE>   149

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. Each Fund may engage in securities lending.
Securities lending is limited to 33 1/3% of a Fund's total assets. 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 Sanwa 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 Sanwa has determined are
creditworthy under guidelines established by the Board of Trustees.



       Short-Term Trading. Each Variable NAV Fund may engage in 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 Sanwa 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. In addition, short-term trading may increase the amount of
taxes payable by shareholders.



                                      B-18
<PAGE>   150


       Stand-By Commitments. The California Money Fund may acquire stand-by
commitments. Under a stand-by commitment, a dealer would agree to purchase at
the Fund's option specified Municipal Obligations at their amortized cost value
to the Fund plus accrued interest, if any. (Stand-by commitments acquired by the
Fund may also be referred to as "put" options.) Stand-by commitments may be
exercisable by the Fund at anytime before the maturity of the underlying
Municipal Obligations and may be sold, transferred, or assigned only with the
instruments involved. The Fund's right to exercise stand-by commitments will be
unconditional and unqualified.



       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. Each Variable NAV Fund may enter swap agreements. 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 an equivalent 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 Sanwa believes that the credit risk with respect
thereto is minimal.



       U.S. Government Agency Securities. The Prime Money Market Fund, the
California Money Fund, the Investment Grade Bond Fund, and the Global Asset
Allocation Fund may each invest 100% of their total assets in U.S. government
agency securities. The Equity Fund and the



                                      B-19
<PAGE>   151


Active OTC Stock Fund may invest up to 35% of its total assets in U.S.
government agency securities and for temporary defensive purposes may invest
100% of its total assets in U.S. government agency securities. U.S. government
agency 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.



       U.S. government agency 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 agency securities.



       "Zero coupon" U.S. government agency securities also tend to be more
volatile than other types of U.S. government agency 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.



       U.S. Treasury Securities. The Prime Money Market Fund, the U.S. Treasury
Obligations Fund, the California Money Fund, the Investment Grade Bond Fund, and
the Global Asset Allocation Fund may each invest up to 100% of their total
assets in U.S. Treasury



                                      B-20
<PAGE>   152


securities. The Equity Fund and the Active OTC Stock Fund may invest for
temporary defensive purposes may invest up to 100% of its total assets in U.S.
Treasury securities.



       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. Sanwa 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 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 that
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 Sanwa 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, Sanwa 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



                                      B-21
<PAGE>   153

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 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.


                                      B-22
<PAGE>   154

       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 (except the Active OTC Stock 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. The Active OTC Stock Fund is a non-diversified
       company under the 1940 Act.



       5.     The Fund (except the California Money Fund and the Active OTC
       Stock 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.



              The California Money Fund may not purchase any securities which
       would cause 25% or more of the value of the Fund's total assets at the
       time of purchase to be invested in securities of one or more issuers
       conducting their principal business activities in the same industry,
       provided that (a) there is no limitation with respect to obligations
       issued or guaranteed by the U.S. Government or its agencies or
       instrumentalities and repurchase agreements secured by obligations of the
       U.S. Government or its agencies or instrumentalities, and (b) this
       limitation shall not apply to Tax-Exempt Obligations or governmental
       guarantees of Tax-Exempt Obligations. For purposes of this limitation, a
       security is considered to be issued by the government entity (or
       entities) whose assets and revenues back the security, or, with respect
       to a private activity bond that is backed only by the assets and revenues
       of a non-governmental user, such nongovernmental user.



              The Active OTC Stock Fund will concentrate its securities in a
       given industry or group of industries to the extent that the securities
       comprising the NASDAQ 100 Index are concentrated in an industry or group
       of industries.


       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.

Additional Information Regarding Fundamental Investment Restrictions


                                      B-23
<PAGE>   155


       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 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



                                      B-24
<PAGE>   156


("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.



       All of the Funds, with the exception of the Active OTC Stock Fund, are
diversified. The Active OTC Stock Fund is a non-diversified fund under the 1940
Act. This means that the Active OTC Stock Fund may invest more than 5% of its
assets in the securities of a single issuer. Under the Internal Revenue Code of
1986, as amended, at the end of each fiscal quarter the Active OTC Stock Fund
must nevertheless diversify its portfolio such that, with respect to 50% of its
total assets, not more than 25% of its total assets is invested in the
securities of any one issuer (other than U.S. Government Securities or
securities of other regulated investment companies), and with respect to the
remainder of its total assets, no more than 5% of its assets is invested in the
securities of any one issuer (other than U.S. Government Securities or
securities of other regulated investment companies). Because of the relatively
small number of issuers that comprise the NASDAQ 100 Index, the Active OTC Stock
Fund is more likely to invest a higher percentage of its assets in the
securities of a single issuer than is an investment company that invests in a
broad range of securities. As a result, a non-diversified fund may experience
greater fluctuation in the net asset value its shares.



       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. The
California Money Fund and the Active OTC Stock Fund have reserved the right to
concentrate, as described above.


       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. Each Fund has the ability to
use these investment techniques. 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. If a Fund invested in these instruments it would
be exposed to the risks associated with the underlying security.


                                      B-25
<PAGE>   157

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
when distributed to shareholders who are individuals) 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.


       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.



                                      B-26
<PAGE>   158

       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.

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 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,
the Equity Fund, and the Active OTC Stock Fund


       Portfolio securities, the principal market for which there is a
securities exchange, will be valued at the closing sales price on that exchange
on the day of computation, or, if there have been no sales during such day, at
their latest bid quotations. If no such bid and asked prices are available, then
the securities will be valued in good faith at their respective fair market
values using methods determined by or under the supervision of the Board of
Trustees of the Eureka Funds; provided however, that before any such securities
are purchased for any Variable NAV


                                      B-27
<PAGE>   159

Fund, the Trustees of the Eureka Funds shall be notified and given the
opportunity to establish appropriate methods of determining the fair market
value of such securities.

       Portfolio securities, the principal market for which there is not a
securities exchange, will be valued at the mean between their latest bid and
asked quotations in such principal market. If no such bid and asked prices are
available, then the securities will be valued in good faith at their respective
fair market values using methods determined by or under the supervision of the
Board of Trustees of the Eureka Funds.

       All other assets and securities including securities for which market
quotations are not readily available will be valued at their fair value as
determined in good faith under the general supervision of the Board of Trustees
of the Eureka Funds; provided however, that before any such securities are
purchased for any Variable NAV Fund, the Trustees of the Eureka Funds shall be
notified and given the opportunity to establish appropriate methods of
determining the fair market value of such securities.


                 ADDITIONAL PURCHASE AND REDEMPTION 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 AND CLASS B SHARES



       Class A Shares and Class B 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"). 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"). Class A Shares and Class B Shares may be
purchased by Participating Organizations under the Eureka Funds' Distribution
Plan. See "MANAGEMENT OF THE 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


                                      B-28
<PAGE>   160

purchase or redemption orders to the Distributor and to deliver federal funds
for purchase on a timely basis.


       Investors may directly purchase Class A Shares and Class B 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. The Funds do not accept third-party checks.
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 or Class B
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 and Class B Shares by
telephone. Telephone orders may be placed by calling the Eureka Funds at (888)
890-8121. Payment for Class A Shares and Class B 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 and Class B Shares of the Variable NAV Funds 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 and Class B 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 and Class B 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 or Class B Shares held of record by
a Participating Organization but beneficially owned by a Customer, confirmations
of purchases, exchanges and redemptions of



                                      B-29
<PAGE>   161


Class A Shares or Class B Shares by a Participating Organization will be sent to
the Customer by the Participating Organization. Certificates representing Shares
will not be issued.



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 or Class B 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 home buyer
distribution," subject to a $10,000 limit.



       Trust Shares of the Eureka Funds IRAs are available to employees of
Sanwa, employees of BISYS Fund Services and Trustees of the Eureka Funds; the
minimum initial investment in an IRA is $500 and there is no minimum subsequent
investment requirement. Class A Shares and Class B Shares of the Eureka Funds
IRAs are available to all shareholders; the minimum investment in an IRA is
$1,000 and the minimum for subsequent investments is $50.



       BISYS Fund Services, Inc. serves as transfer agent to each Fund pursuant
to a Transfer Agency Agreement. 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 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


                                      B-30
<PAGE>   162


       Purchases of Class A Shares and Class B Shares of the Eureka Funds will
be effected only on a Business Day (as defined in "VALUATION"). 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 Class A Shares or Class B 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"). 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 or Class B 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.

REDEMPTION OF SHARES


       Shareholders may redeem their Class A Shares without charge on any day
that net asset value is calculated (see "VALUATION"). As discussed in the Class
A Shares/Class B Shares Prospectus, the Class B Shares are subject to a
Contingent Deferred Sales Charge



                                      B-31
<PAGE>   163


if they are redeemed prior to the sixth anniversary of purchase. Class A Shares
and Class B 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 or
Class B Shares if the Shareholder does not maintain a balance of $1,000 in the
respective Shares of that Fund.


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


                                      B-32
<PAGE>   164

payment of redemption requests mailed or sent via the Automated Clearing House
to a designated bank account. For telephone redemptions, contact the Funds at
(888) 890-8121.

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.


       The Distributor, the Transfer Agent, Sanwa 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, Shareholders are unable to effect telephone transactions,
Shareholders may mail redemption requests to the Eureka Funds.


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.


                                      B-33
<PAGE>   165

       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.

       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.


       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 Shares, Class B
Shares, and Trust Shares may be purchased through procedures established by
BISYS Fund Services in connection with the requirements of accounts at Sanwa, or
Sanwa's affiliated or correspondent banks. Customers purchasing Shares of the
Eureka Funds may include officers, directors, employees of Sanwa or Sanwa'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.



                                      B-34
<PAGE>   166


                           ADDITIONAL TAX INFORMATION

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, as amended (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 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 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 and Class B Shares due to the Distribution
and Shareholder Services Plan fee and Services Plan fee applicable to Class A
Shares and Class B Shares.



       Dividends on the Shares of the Investment Grade Bond Fund are 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. [A dividend on the Shares of the Active OTC Stock
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



                                      B-35
<PAGE>   167

automatically and your future dividend and capital gains distributions will be
reinvested in the 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 received by a Shareholder of a Fund that are derived from such
Fund's investments in U.S. government agency 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 agency securities directly.
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 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 including the
application of state and local taxes to distributions received from a Fund.

General


                                      B-36
<PAGE>   168



       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 Code. By qualifying as a RIC, each Fund 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.



       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 at least equal to (i) 98% of their "ordinary income" (as defined) for
the calendar year plus (ii) 98% of their capital gain net income for the 12
month period ending on October 31 of such calendar year plus (iii) 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-



                                      B-37
<PAGE>   169


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 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.


                                      B-38
<PAGE>   170


Additional Tax Information Concerning the California Money Fund



       FEDERAL TAXATION. As indicated in its Prospectus, the California Money
Fund is designed to provide individual Shareholders with current tax-exempt
interest income. The Fund is not intended to constitute a balanced investment
program and is not designed for investors seeking capital appreciation. Nor is
the Fund designed for investors seeking maximum tax-exempt income irrespective
of fluctuations in principal. Shares of the Fund may not be suitable for
tax-exempt institutions, retirement plans qualified under Section 401 of the
Code, H.R. 10 plans, and individual retirement accounts because such
institutions, plans and accounts are generally tax-exempt and, therefore, would
not gain any additional benefit from the Fund's dividends being tax-exempt, and
such dividends would ultimately be taxable to the plan and account beneficiaries
when distributed to them.



       The Code permits a regulated investment company that invests at least 50%
of its total assets in tax-free Municipal Securities (at the close of each
quarter of the Fund's taxable year) to pass through to its investors, tax-free,
net Municipal Securities interest income to the extent such interest would be
exempt if earned directly. Because the Fund intends to be qualified to pay such
exempt-interest dividends, the Fund will be limited in its ability to enter into
taxable transactions, such as forward commitments, repurchase agreements,
securities lending transactions, financial futures and options contracts on
financial futures, tax-exempt bond indices and other assets. The policy the Fund
is to pay each year as dividends substantially all of the Fund's Municipal
Securities interest income net of certain deductions. An exempt-interest
dividend is any dividend or part thereof derived from interest excludable from
gross income and designated as an exempt-interest dividend in a written notice
mailed to Shareholders after the close of the Fund's taxable year, but the
aggregate of such dividends may not exceed the net Municipal Securities interest
received by the Fund during the taxable year. The percentage of the dividends
paid for any taxable year that qualifies as federal exempt-interest dividends
will be the same for all Shareholders receiving dividends during such year,
regardless of the period for which the Shares were held.



       Exempt-interest dividends may be treated by Shareholders of the
California Money as items of interest excludable from their gross income.
However, each Shareholder is advised to consult his or her tax adviser with
respect to whether exempt-interest dividends would remain excludable if such
Shareholder were treated as a "substantial user" or a "related person" to such
user with respect to facilities financed through any of the tax-exempt
obligations held by the California Money Fund.. In addition, exempt-interest
dividends may be taxable for federal alternative minimum tax purposes and for
state and local purposes.



       The California Money Fund will distribute substantially all of any
investment company taxable income for each taxable year. In general, a Fund's
investment company



                                      B-39
<PAGE>   171


taxable income will be its taxable income subject to certain adjustments and
excluding the excess of any net long-term capital gains for the taxable year
over the net short-term capital loss, if any, for such year. Distributions of
such income will be taxable to Shareholders as ordinary income. The
dividends-received deduction for corporations is not expected to apply to such
distributions.



       Distributions designated by the California Money Fund as deriving from
net gains on securities held for more than one year will be taxable to a Fund
Shareholder as such, regardless of how long a time the Shareholder held the
Fund's Shares. Such distributions will not be eligible for the
dividends-received deduction. If a Shareholder disposes of Shares in the Fund at
a loss before holding such Shares for longer than six months, such loss will be
disallowed to the extent of any exempt-interest dividends paid thereon, and any
remaining loss will be treated as a long-term capital loss to the extent the
Shareholder has received a capital gain dividend on the Shares.



       Because Fund expenses attributable to earning tax-exempt income do not
reduce the Fund's current earnings and profits, a portion of any distribution in
excess of the Fund's net tax-exempt and taxable income may be considered as paid
out of the Fund's earnings and profits and may therefore be treated as a taxable
dividend (even though that portion represents a return of the Fund's capital).



       Shareholders receiving social security or railroad retirement benefits
may be taxed on a portion of those benefits as a result of receiving tax-exempt
income (including exempt-interest dividends distributed by the Fund).



       A Fund's investments in Municipal Securities issued at a discount and
certain other portfolio positions will require the Fund to accrue and distribute
income and gains not yet received. In such cases, a Fund may be required to sell
assets (including when it is not advantageous to do so) to generate the cash
necessary to distribute as dividends to its shareholders all of its income and
gains and therefore eliminate any tax liability at the Fund level.



       Like the other Funds, if for any taxable year the California Money Fund
does not qualify for the special tax treatment afforded regulated investment
companies, all of the Fund's taxable income will be subject to tax at regular
corporate rates (without any deduction for distributions to Shareholders), and
Municipal Securities interest income, although not taxable to the California
Money Fund, would be taxable to Shareholders as ordinary income when distributed
as dividends.



       Depending upon the extent of its activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located or in which it is otherwise deemed to be conducting business, the
California Money Fund may be subject to



                                      B-40
<PAGE>   172


the tax laws of such states or localities. For a summary of certain California
tax considerations affecting the California Money Fund, see "California
Taxation" below.



       As indicated in their Prospectuses, the California Money Fund may acquire
rights regarding specified portfolio securities under puts. See "INVESTMENT
OBJECTIVES AND POLICIES Additional Information on Portfolio Instruments - Puts"
in this Statement of Additional Information. The policy of the Fund is to limit
its acquisition of puts to those under which the Fund will be treated for
Federal income tax purposes as the owner of the Municipal Securities acquired
subject to the put and the interest on such Municipal Securities will be
tax-exempt to the Fund. There is currently no guidance available from the
Internal Revenue Service that definitively establishes the tax consequences that
may result from the acquisition of many of the types of puts that the California
Money Fund could acquire under the 1940 Act. Therefore, although they will only
acquire a put after concluding that it will have the tax consequences described
above, the Internal Revenue Service could reach a different conclusion from that
of the Fund.



       CALIFORNIA TAXATION. Under existing California law, if the California
Money Fund continue to qualify for the special federal income tax treatment
afforded regulated investment companies and if at the end of each quarter of the
Fund's taxable year at least 50% of the value of the Fund's assets consists of
obligations that, if held by an individual, would pay interest exempt from
California taxation ("California Exempt-Interest Securities"), Shareholders of
the Fund will be able to exclude from income, for California personal income tax
purposes, "California exempt-interest dividends" received from the Fund during
that taxable year. A "California exempt-interest dividend" is any dividend or
portion thereof of the California Money Fund not exceeding the interest received
by the Fund during the taxable year on California Exempt-Interest Securities
(less direct and allocated expenses, which includes amortization of acquisition
premium) and so designated by written notice to Shareholders within 60 days
after the close of that taxable year.



       Distributions, other than of "California exempt-interest dividends," by
the California Money Fund to California residents will be subject to California
personal income taxation. Gains realized by California residents from a
redemption or sale of Shares of the California Money Fund will also be subject
to California personal income taxation. In general, California nonresidents,
other than certain dealers, will not be subject to California personal income
taxation on distributions by, or on gains from the redemption or sale of, Shares
of the California Money Fund unless those Shares have acquired a California
"business situs." (Such California nonresidents may, however, be subject to
other state or local income taxes on such distributions or gains, depending on
their residence.) Short-term capital losses realized by shareholders from a
redemption of shares of the California Money Fund within six months from the
date of their purchase will not be allowed for California personal income tax
purposes to the extent of any tax-exempt dividends received with respect to such
Shares during such period. No deduction will be allowed for California personal
income tax purposes for interest on indebtedness incurred



                                      B-41
<PAGE>   173


or continued in order to purchase or carry Shares of the Fund for any taxable
year of a Shareholder during which the Fund distributes "California
exempt-interest dividends."



       A statement setting forth the amount of "California exempt-interest
dividends" distributed during each calendar year will be sent to Shareholders
annually.



       The foregoing is only a summary of some of the important California
personal income tax considerations generally affecting the Shareholders of the
California Money Fund. This summary does not describe the California tax
treatment of the California Money Fund. In addition, no attempt has been made to
present a detailed explanation of the California personal income tax treatment
of the Fund's Shareholders. Accordingly, this discussion is not intended as a
substitute for careful planning. Further, "California exempt-interest dividends"
are excludable from income for California personal income tax purposes only. Any
dividends paid to Shareholders subject to California corporate franchise tax
will be taxed as ordinary dividends to such Shareholders, notwithstanding that
all or a portion of such dividends is exempt from California personal income
tax. Accordingly, potential investors in the California Money Fund including, in
particular, corporate investors which may be subject to either California
franchise tax or California corporate income tax, should consult their tax
advisers with respect to the application of such taxes to the receipt of Fund
dividends and as to their own California tax situation, in general.


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.



       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



                                      B-42
<PAGE>   174


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 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.


       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         Vice Chairman/Head-Commercial
58                              Board                            Banking Group - Sanwa Bank
                                                                 California, January 1999 to
                                                                 present; Group Executive Vice
                                                                 President/Head- Relationship
                                                                 Banking Group - Sanwa Bank
                                                                 California, 1992-Present

Donald H. Livingstone           Trustee                          Director - Center for
56                                                               Entrepreneurship, 1994-1999;
                                                                 Professor - Marriott School of
                                                                 Business, 1994-1997; Partner -
                                                                 Arthur Andersen LLP, 1976-1995

Walter F. Beran                 Trustee                          Chairman - Pacific Alliance
72                                                               Group, Present; Board Member -
                                                                 Compensation Resource Group,
                                                                 Present; Board Member -
                                                                 Fleetwood Enterprises, Inc.,
                                                                 Present; Board Member -
                                                                 Ventas, Inc., Present;
</TABLE>


                                      B-43
<PAGE>   175

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

<S>                             <C>                              <C>
                                                                 Retired, Vice Chairman - Ernst
                                                                 & Young, 1986

Takashi Muraoka*                Trustee                          Vice Chairman/Head-Corporate
46                                                               Development Group - Sanwa Bank
                                                                 California, November 1999 to
                                                                 present; Executive Vice
                                                                 President/ Deputy Head -
                                                                 Corporate Development Group -
                                                                 Sanwa Bank California, August
                                                                 1999 to October 1999; Deputy
                                                                 General Manager - Human
                                                                 Resources Department - The
                                                                 Sanwa Bank, Limited, Tokyo,
                                                                 November 1994 to July 1999

David L. Buell                  Trustee                          Chairman and Chief Executive
63                                                               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
38                                                               1993 to 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

Sandra Souter                   Vice President                   Vice President of Client
38                                                               Services, BISYS Fund Services
                                                                 (June 1999 to present); Vice
                                                                 President, First Union Bank
                                                                 (1996-May 1999); Manager of
                                                                 Telewholesaling, BISYS Fund
                                                                 Services (1992-1995)

Martin R. Dean                  Secretary                        Vice President of
36                                                               Administration Services of
                                                                 BISYS Fund Services
                                                                 (1994-Present); Senior
                                                                 Manager,
</TABLE>


                                      B-44
<PAGE>   176
<TABLE>
<CAPTION>
                                Position with the
Name/Age                        Eureka Funds                     Principal Occupation
--------                        ------------                     --------------------

<S>                             <C>                              <C>
                                                                 KPMG Peat Marwick LLP
                                                                 (1987-1994)

Frank M. Deutchki               Treasurer                        Vice President, Financial
45                                                               Services Dept., BISYS Fund
                                                                 Services (April, 1996 to
                                                                 present); Vice President and
                                                                 Audit Director, Mutual Fund
                                                                 Services Co. (1989-1996)

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


*      Considered to be an "interested person" of the Funds as defined in the
       1940 Act.


       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.

                              COMPENSATION TABLE(1)


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



                                      B-45
<PAGE>   177


<TABLE>
------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                <C>                 <C>
Larry Layne, Trustee                     $                      None             None             $
                                          ------                                                   ------
------------------------------------------------------------------------------------------------------------
Takashi Muraoka, Trustee                 $                      None             None             $
                                          ------                                                   ------
------------------------------------------------------------------------------------------------------------
</TABLE>



1      Compensation figures are for the fiscal year ended on September 30, 2000.


Investment Adviser


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



       The Advisory Agreement provides that Sanwa 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 Sanwa in the
performance of its duties, or from reckless disregard by Sanwa of its
obligations and duties under the Advisory Agreement.



       The Advisory Agreement will continue in effect until May 31, 2001, 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 the vote of a majority of the outstanding voting securities of such Fund)
or by Sanwa. The Advisory Agreement will immediately terminate in the event of
its assignment, as defined in the 1940 Act.



       Under an investment advisory agreement between the Eureka Funds and
Sanwa, the fee payable to Sanwa 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; twenty one-hundredths
of one percent (0.20%) of the California Money Fund, sixty one-hundredths of one
percent (0.60%) of the Investment Grade Bond Fund's average daily net assets;
ninety



                                      B-46
<PAGE>   178


one-hundredths of one percent (0.90%) of the Global Asset Allocation Fund's
average daily net assets; seventy five one-hundredths of one percent (0.75%) of
the Equity Fund's average daily net assets; and ninety-five one-hundredths of
one percent (0.95%) of the Active OTC Stock Fund, or (b) such fee as may from
time to time be agreed upon by the Eureka Funds and Sanwa. The fee agreed to
from time to time by the Eureka Funds and Sanwa 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.



Sanwa received the following fees for investment advisory services:


                                FISCAL YEAR ENDED


<TABLE>
<CAPTION>
                                      September 30, 2000                  September 30, 1999
                                      ------------------                  ------------------
                                                   Additional                     Additional
                                                       Amount                         Amount
                                       Paid            Waived              Paid       Waived
                                       ----            ------              ----       ------
<S>                                   <C>          <C>               <C>            <C>
U.S. Treasury Obligations Fund                                         $111,492     $111,489
                                      -----             -----
Prime Money Market Fund                                                $399,512     $199,752
                                      -----             -----
Investment Grade Bond Fund                                             $738,773     $147,752
                                      -----             -----
Global Asset Allocation Fund                                           $662,224      $82,778
                                      -----             -----
Equity Fund                                                          $1,295,200     $199,260
                                      -----             -----
</TABLE>


Portfolio Transactions


       Pursuant to the Advisory Agreement, Sanwa 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 Sanwa 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.



                                      B-47
<PAGE>   179


       Allocation of transactions, including their frequency, to various dealers
is determined by Sanwa 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 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 Sanwa and does not reduce the advisory fees payable
to Sanwa. Such information may be useful to Sanwa 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 Sanwa 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, Sanwa 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 Sanwa, BISYS Fund Services, or their affiliates, and will not
give preference to Sanwa'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 Sanwa.
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
Sanwa 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, Sanwa 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, Sanwa 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 Sanwa or their parents, subsidiaries, or
affiliates, and, in dealing with their customers, Sanwa 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 Universal Securities,
LLC, Sanwa Futures LLC or any other affiliated broker-dealer as its broker for
executing orders for the Funds on securities exchanges, Sanwa will consider (if
relevant) whether the compensation to be paid Sanwa Universal Securities, LLC,
Sanwa Futures LLC or any other affiliated broker-dealer will



                                      B-48
<PAGE>   180


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 capabilities and (iii) at least as favorable as commissions
contemporaneously charged by Sanwa Universal Securities, LLC, 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 Universal
Securities, LLC, 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 Universal Securities, LLC, Sanwa Futures LLC or any other affiliated
broker-dealer have met the standards.


       Brokerage services Sanwa Universal Securities, LLC, 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
Universal Securities, LLC, 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 Universal Securities, LLC, 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 Universal Securities, LLC, Sanwa Futures LLC nor an associated
person of Sanwa Universal Securities, LLC, 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 Universal Securities, LLC, or Sanwa
Futures LLC acts as broker for the Funds, Sanwa Universal Securities, LLC, or
Sanwa Futures LLC, while not permitted to perform floor brokerage (which is
undertaken by members Sanwa Universal Securities, LLC, 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 Universal Securities, LLC, or Sanwa Futures LLC pays the fees charged by
those persons performing the described floor brokerage elements. Sanwa Universal
Securities, LLC, or Sanwa Futures LLC will not trade directly with the Funds in
any transactions in which Sanwa Universal Securities, LLC, or Sanwa Futures LLC
or an affiliate acts as principal.

The Funds paid aggregate brokerage commissions in the following amounts:

                                FISCAL YEAR ENDED


<TABLE>
<CAPTION>
                                         September 30, 2000              September 30, 1999
                                         ------------------              ------------------

<S>                                      <C>                             <C>
Global Asset Allocation Fund                                                      $61,956
                                                ------
Equity Fund                                                                      $268,417
                                                ------
</TABLE>



                                      B-49
<PAGE>   181

ANY OTHER FUNDS?

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.



       Sanwa 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 Sanwa 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 Sanwa, the
Board of Trustees of the Eureka Funds would review the Eureka Funds'
relationship with Sanwa and consider taking all action necessary in the
circumstances.



       Should future legislative, judicial, or administrative action prohibit or
restrict the proposed activities of Sanwa 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.


Administrator


                                      B-50
<PAGE>   182


       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 Sanwa 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 Sanwa 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 May 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 party alleging


                                      B-51
<PAGE>   183


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 administration services for the fiscal year ended September 30, 2000,
the Administrator received the following amounts after voluntary fee reductions:
0.10% of the average daily net assets of the Prime Money Market Fund, 0.16% of
the average daily net assets of the U.S. Treasury Obligations Fund, ____ of the
average daily net assets of the California Money Fund, 0.20% of the average
daily net assets of the Investment Grade Bond Fund, 0.20% of the average daily
net assets of the Global Asset Allocation Fund, 0.20% of the average daily net
assets of the Equity Fund, and ____% of the average daily net assets of the
Active OTC Stock Fund.


BISYS Fund Services received the following fees for administration services:

                                FISCAL YEAR ENDED


<TABLE>
<CAPTION>
                                         September 30, 2000                    September 30, 1999
                                         ------------------                    ------------------
                                                     Additional                        Additional
                                                         Amount                            Amount
                                         Paid            Waived                Paid        Waived
                                         ----            ------                ----        ------

<S>                                     <C>          <C>                   <C>         <C>
U.S. Treasury Obligations Fund                                             $217,347        $439
                                        -----             -----
Prime Money Market Fund                                                    $270,242    $119,850
                                        -----             -----
Investment Grade Bond Fund                                                 $288,577          $0
                                        -----             -----
Global Asset Allocation Fund                                               $161,661          $0
                                        -----             -----
Equity Fund                                                                $389,186          $0
                                        -----             -----
</TABLE>


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.


                                      B-52
<PAGE>   184


       BISYS Fund Services is entitled to a fee of 0.25% of the average daily
net assets of Class A Shares and Class B Shares of each Fund payable under the
Fund's Distribution Plan, for its services as Distributor.


BISYS Fund Services received the following fees for distribution services:

                                FISCAL YEAR ENDED


<TABLE>
<CAPTION>
                                    September 30, 2000       September 30, 1999
                                    ------------------       ------------------

<S>                                 <C>                      <C>
U.S. Treasury Obligations Fund                                         $3,182
                                           -----
Prime Money Market Fund                                               $31,086
                                           -----
Investment Grade Bond Fund                                             $7,718
                                           -----
Global Asset Allocation Fund                                           $8,397
                                           -----
Equity Fund                                                            $5,644
                                           -----
</TABLE>



       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
and Class B 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 and Class B Shares of that Fund. The Distribution Plan 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 and/or Class B 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.


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, Sanwa and Sanwa'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.



                                      B-53
<PAGE>   185


Any 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 Sanwa 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 (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.


Distribution Plan


       The Eureka Funds' Class A Shares and Class B 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 and one-hundredth of one percent
(1.00%) of the average daily net assets Class B 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 and
Class B 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. A Servicing Agreement will relate to the provision of
distribution assistance in connection with the distribution of a Fund's Class A
Shares and Class B Shares to the 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 or Class B Shares. Under the Distribution Plan, a
Participating Organization may include Sanwa 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.





                                      B-54
<PAGE>   186


       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.


Expenses


Sanwa 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, Class B Shares, and Trust Shares of a Fund on the basis
of the relative net asset value of each class. At present, the expenses that
will be borne by Class A Shares and Class B Shares are sales charges, expenses
associated with the relative net asset value of the class, expenses under the
Eureka Funds' Distribution and Shareholder Services Plan ("Distribution Plan"),
and a Service Plan which relate only to the Class A Shares.





Custodian


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


Transfer Agent and Fund Accounting Services


                                      B-55
<PAGE>   187

       Under the Transfer Agency Agreement, BISYS Fund Services, Inc., the
Transfer Agent, 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 0.03% 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. 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.

                             PERFORMANCE INFORMATION

Yields of the Money Market Funds


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



       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



                                      B-56
<PAGE>   188


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 and thirty-day periods ended September 30, 2000, the
yield and effective yield, of the Trust Shares and Class A Shares of the U.S.
Treasury Obligations Fund, and the Prime Money Market Fund calculated as
described above was as follows:



<TABLE>
<CAPTION>
                                                                   7-Day                   30-Day
                                                     7-Day       Effective     30-Day     Effective
           Fund                        Class         Yield         Yield         Yield      Yield
           ----                        -----         -----       ---------     -------    ---------
<S>                                    <C>           <C>         <C>           <C>        <C>
U.S. Treasury Obligations Fund         Trust             %             %            %            %
                                                     ----          ----         ----         ----
Prime Money Market Fund                Trust             %             %            %            %
                                                     ----          ----         ----         ----
U.S. Treasury Obligations Fund         Class A           %             %            %            %
                                                     ----          ----         ----         ----
Prime Money Market Fund                Class A           %             %            %            %
                                                     ----          ----         ----         ----
</TABLE>


Yields of the Variable NAV Funds

       The 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 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

<TABLE>
                        <S>            <C>
                                                    6
                        30-Day Yield = 2[( ----- +1) -1]
                                              cd
</TABLE>


       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.



                                      B-57
<PAGE>   189


       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, 2000, 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>
   Fund                                   Class           Yield
   ----                                   -----           -----
<S>                                      <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>


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.

       Total return is calculated for the past year and the period since the
establishment of each 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. 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


                                      B-58
<PAGE>   190

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, 2000, aggregate total
return was as follows:



<TABLE>
<CAPTION>
                                                                          Aggregate
   Fund                               Class               Inception date  Total Return
   ----                               -----               ----------------------------
<S>                                   <C>               <C>                         <C>
U.S. Treasury Obligations Fund         Trust            November 3, 1997                %
                                                                                    ----
Prime Money Market Fund                Trust            November 1, 1997                %
                                                                                    ----
Investment Grade Bond Fund             Trust            November 1, 1997                %
                                                                                    ----
Global Asset Allocation Fund           Trust            November 1, 1997                %
                                                                                    ----
Equity Fund                            Trust            November 1, 1997                %
                                                                                    ----
U.S. Treasury Obligations Fund         Class A          February 3, 1998                %
                                                                                    ----
Prime Money Market 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>



For the period since inception through September 30, 2000, average annual total
return was as follows:



<TABLE>
<CAPTION>
                                                                          Average Annual
   Fund                                Class              Inception date  Total Return
   ----                                -----              ----------------------------
<S>                                    <C>              <C>                         <C>
U.S. Treasury Obligations Fund         Trust            November 3, 1997                %
                                                                                    ----
Prime Money Market Fund                Trust            November 1, 1997                %
                                                                                    ----
Investment Grade Bond Fund             Trust            November 1, 1997                %
                                                                                    ----
</TABLE>



                                      B-59
<PAGE>   191


<TABLE>
<S>                                    <C>              <C>                         <C>
Global Asset Allocation Fund           Trust            November 1, 1997                %
                                                                                    ----
Equity Fund                            Trust            November 1, 1997                %
                                                                                    ----
U.S. Treasury Obligations Fund         Class A          February 3, 1998                %
                                                                                    ----
Prime Money Market 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>



For the one-year period through September 30, 2000, average annual total return
was as follows:



<TABLE>
<CAPTION>
                                                  Average Annual
   Fund                              Class         Total Return
   ----                              -----         ------------
<S>                                  <C>          <C>
U.S. Treasury Obligations Fund       Trust                %
                                                      ----
Prime Money Market Fund              Trust                %
                                                      ----
Investment Grade Bond Fund           Trust                %
                                                      ----
Global Asset Allocation Fund         Trust                %
                                                      ----
Equity Fund                          Trust                %
                                                      ----
U.S. Treasury Obligations Fund       Class A              %
                                                      ----
Prime Money Market Fund              Class A              %
                                                      ----
</TABLE>



                                      B-60
<PAGE>   192


<TABLE>
<S>                                  <C>              <C>
Investment Grade Bond Fund           Class A              %
                                                      ----
Global Asset Allocation Fund         Class A              %
                                                      ----
Equity Fund                          Class A              %
                                                      ----
</TABLE>


Performance Comparisons

       Yield and Total Return. From time to time, performance information for
the Funds showing their total return and/or yield may be included in
advertisements. Performance figures are based on historical earnings and are not
intended to indicate future performance.

       From time to time, the Eureka Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
present or prospective 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 indices, industry indices, blended
indices (including indices created by the Adviser combining two or more
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 500 Composite Stock Price Index
(the "S&P 500 Index") 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 Index is composed



                                      B-61
<PAGE>   193

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, Australasia 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.

       The Lehman Brothers 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 Sanwa or
its affiliated or correspondent banks for cash management services will reduce a
Fund's effective yield to Customers.

       The Investment Grade Bond Fund, the Global Asset Allocation Fund, the
Equity Fund, and the Active OTC Stock 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.

       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


                                      B-62
<PAGE>   194


Plan fees, the yield and total return for Trust Shares will be higher than that
of the Class A Shares and Class B 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 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 P.O. Box 182792, Columbus, Ohio 43218-2792.


                             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 seven 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.


                                      B-63
<PAGE>   195


       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 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 and Class B Shares will be entitled to
vote on matters submitted to Shareholder vote with regard to the Distribution
Plan applicable to Class A and Class B Shares. 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.



                                      B-64
<PAGE>   196

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 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 Sanwa and/or Eureka Funds
officers regarding expected trends and strategies.



       The organizational expenses of each Fund except for the California Money
Fund and the Active OTC Stock 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. On June 30, 1998, the
Funds adopted Statement of Position (SOP) 98-5, "Reporting on the Costs of
Start-Up Activities." Under the provisions of SOP 98-5, costs associated with
organizing a fund which commences operating subsequent to June 30, 1998, must be
expensed as incurred and may not be amortized over future periods. Accordingly,
costs incurred in connection with the organization of the California Money Fund
and the Active OTC Fund will be paid during its first fiscal year. 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 Prospectus
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 ________, 2000, the trustees and officers of the Trust, as a group,
owned less than 1% of the Trust Shares, the Class A Shares, and Class B Shares
of any of the Eureka Funds.



       As of ________, 2000, Sanwa, 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 U.S. Treasury
Obligations Fund, __% of the Prime Money Market Fund, __% of the Investment
Grade Bond Fund, __% of the Global Asset Allocation Fund, and __% of the Equity
Fund.



                                      B-65
<PAGE>   197


           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 ________, 2000:



<TABLE>
<S>                                                              <C>
U.S. TREASURY OBLIGATIONS FUND - CLASS A SHARES

Sanwa Bank California                                                %
1977 Saturn St., OC4-4.                                          ----
Monterey Park, CA  91754

PRIME MONEY MARKET FUND - CLASS A SHARES

Sanwa Bank California                                                %
1977 Saturn St., OC4-4.                                          ----
Monterey Park, CA  91754

INVESTMENT GRADE BOND FUND - CLASS A SHARES

BISYS Brokerage Services, Inc.                                       %
P.O. Box 4054                                                    ----
Concord, CA 94524

GLOBAL ASSET ALLOCATION FUND - CLASS A SHARES

BISYS Brokerage Services, Inc.                                       %
P.O.Box 4054                                                     ----
Concord, CA 94524

EQUITY FUND - CLASS A SHARES

BISYS Brokerage Services, Inc.                                       %
P.O.Box 4054                                                     ----
Concord, CA 94524

Linda Rogers                                                         %
Test Trust of Collece M. McGalliard                              ----
P.O.Box 85484
San Diego, CA 92186

Union Bank of California                                             %
Thelma B. Johnson Trust                                          ----
P.O. Box 85484
San Diego, CA 92186
</TABLE>



                                      B-66
<PAGE>   198


U.S. TREASURY OBLIGATIONS FUND - CLASS B SHARES



PRIME MONEY MARKET FUND - CLASS B SHARES



INVESTMENT GRADE BOND FUND- CLASS B SHARES



GLOBAL ASSET ALLOCATION FUND - CLASS B SHARES



EQUITY FUND - CLASS B SHARES



<TABLE>
<S>                                                              <C>
U.S. TREASURY OBLIGATIONS FUND - TRUST SHARES

Taylor & Co.                                                         %
P.O. Box 60078  OC4-5                                            ----
Los Angeles, CA  90060

PRIME MONEY MARKET FUND - TRUST SHARES

Taylor & Co.                                                         %
P.O. Box 60078  OC4-5                                            ----
Los Angeles, CA  90060

Sanwa Bank California                                                %
Norwest Bank MN                                                  ----
2700 Snelling Avenue, N Suite 300
Minneapolis, MN 55479-2205


INVESTMENT GRADE BOND FUND - TRUST SHARES

Taylor & Co.                                                         %
P.O. Box 60078  OC4-5                                            ----
Los Angeles, CA  90060

Chase Manhattan Bank                                                 %
Sanwa Bank CA Ret Plan 29074491                                  ----
4 New York Plaza, 2nd Floor
New York, NY 10004

GLOBAL ASSET ALLOCATION FUND - TRUST SHARES
</TABLE>



                                      B-67
<PAGE>   199


<TABLE>
<S>                                                              <C>
Taylor & Co.                                                         %
P.O. Box 60078  OC4-5                                            ----
Los Angeles, CA  90060

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

Chase Manhattan Bank                                                 %
Sanwa Bank CA Ret Plan 29074491                                  ----
4 New York Plaza, 2nd Floor
New York, NY 10004

EQUITY FUND - TRUST SHARES

Taylor & Co.                                                         %
P.O. Box 60078  OC4-5                                            ----
Los Angeles, CA  90060

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

Chase Manhattan Bank                                                 %
Sanwa Bank CA Ret Plan 29074491                                  ----
4 New York Plaza, 2nd Floor
New York, NY 10004
</TABLE>


       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.


                                      B-68
<PAGE>   200

                                    APPENDIX



The nationally recognized statistical rating organizations (individually, an
"NRSRO") that may be utilized by the Funds with regard to portfolio investments
for the Funds include Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Corporation ("S&P"), Fitch IBCA, Duff & Phelps ("Fitch IBCA"), and
Thomson BankWatch, Inc. ("Thomson"). Set forth below is a description of the
relevant ratings of each such NSRO. The NSROs that may be utilized by the Funds
and the description of each NSRO's ratings is as of the date of this Statement
of Additional Information, and may subsequently change.



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 the 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



                                      B-69
<PAGE>   201

              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 during both good and
              bad times over 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    An obligation rated 'AAA' has the highest rating assigned by
              Standard & Poor's. The obligor's capacity to meet its financial
              commitment on the obligation is extremely strong.



       AA     An obligation 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      An obligation 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    An obligation 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.

              Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as
                    having significant speculative characteristics. 'BB'
                    indicates the least degree of speculation and 'C' the
                    highest. While such obligations will likely have some
                    quality and protective characteristics, these may be
                    outweighed by large uncertainties or major exposures to
                    adverse conditions.



       BB     An obligation rated 'BB' 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.



                                      B-70
<PAGE>   202


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



       AAA    Highest credit quality. 'AAA' ratings denote the lowest
              expectation of credit risk. They are assigned only in case of
              exceptionally strong capacity for timely payment of financial
              commitments. This capacity is highly unlikely to be adversely
              affected by foreseeable events.



       AA     Very high credit quality. 'AA' ratings denote a very low
              expectation of credit risk. They indicate very strong capacity for
              timely payment of financial commitments. This capacity is not
              significantly vulnerable to foreseeable events.



       A      High credit quality. 'A' ratings denote a low expectation of
              credit risk. The capacity for timely payment of financial
              commitments is considered strong. This capacity may, nevertheless,
              be more vulnerable to changes in circumstances or in economic
              conditions than is the case for higher ratings.


 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:



                                      B-71
<PAGE>   203

       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.

                            -      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    A short-term obligation rated 'A-1' is rated in the highest
              category by Standard & Poor's. The obligor's capacity to meet its
              financial commitment on the obligation is strong. Within this
              category, certain obligations are designated with a plus sign (+).
              This indicates that the obligor's capacity to meet its financial
              commitment on these obligations is extremely strong.



       A-2    A short-term obligation rated 'A-2' is somewhat more susceptible
              to the adverse effects of changes in circumstances and economic
              conditions than



                                      B-72
<PAGE>   204


              obligations in higher rating categories. However, the obligor's
              capacity to meet its financial commitment on the obligation is
              satisfactory.



       A-3    A short-term obligation rated 'A-3' 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.



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






       F1     Highest credit quality. Indicates the Best capacity for timely
              payment of financial commitments; may have an added "+" to denote
              any exceptionally strong credit feature.






       F2     Good credit quality. A satisfactory capacity for timely payment of
              financial commitments, but the margin of safety is not as great as
              in the case of the higher ratings.



       F3     Fair credit quality. The capacity for timely payment of financial
              commitments is adequate; however, near-term adverse changes could
              result in a reduction to non-investment grade.


       Short -Term Loan/Municipal Note Ratings


                                      B-73
<PAGE>   205


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



       MIG 1/VMIG 1  This designation denotes superior credit quality. Excellent
                     protection is afforded by established cash flows, highly
                     reliable liquidity support, or demonstrated broad-based
                     access to the market for refinancing.



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





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.



                     BankWatch(TM) Ratings do not constitute a recommendation to
              buy or sell securities of any of these companies. Further,
              BankWatch does not suggest specific investment criteria for
              individual clients.



The TBW Short -Term Ratings apply to commercial paper, other senior short-term
obligations and deposit obligations of the entities to which the rating has been
assigned.






The TBW Short -Term Rating apply only to unsecured instruments that have a
maturity of one year or less.



The TBW Short -Term Ratings specifically assess 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.


                                      B-74
<PAGE>   206


       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.


       TBW-4         The lowest rating category; this rating is regarded as non
                     investment grade and therefore speculative.



                                      B-75

<PAGE>   207


PART C.  OTHER INFORMATION

ITEM 23. EXHIBITS

                           (a) (1)      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.

                           (a) (2)      Amended and Restated Agreement and
                                        Declaration of Trust, dated October 17,
                                        1997, is incorporated by reference from
                                        Exhibit 1(b) to Post-Effective Amendment
                                        No. 4 to the Fund's Registration
                                        Statement (filed on November 25, 1998)
                                        on Form N- 1A.

                           (b)          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.

                           (c) (1)      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 is
                                        filed herewith.

                           (c) (2)      Article 9; Article  10, Section 6; and
                                        Article 11 of the By-laws is filed
                                        herewith.

                           (d)          Investment Advisory Agreement between
                                        Registrant and Sanwa Bank California,
                                        dated October 21, 1997, is incorporated
                                        by reference from Exhibit 5 to
                                        Post-Effective Amendment No. 1 to the
                                        Fund's Registration Statement (filed
                                        February 20, 1998) on Form N-1A.

                           (e)          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.

                           (f)          None.

                           (g) (1)      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


<PAGE>   208

                                        Funds' Registration Statement (filed on
                                        April 29, 1998) on Form N-1A.

                               (2)      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.

                           (h) (1)      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.

                               (2)      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.

                               (3)      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.

                               (4)      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.

                  (5) 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.

                           (i)          Opinion and Consent of Counsel as to
                                        legality of shares being registered is
                                        filed herewith.


                           (j)          Consent of Ropes & Gray is filed
                                        herewith.


                           (k)          Omitted financial statements: None.

                                      -2-
<PAGE>   209

                           (l)          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.

                           (m)(1)       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.

                               (2)      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.


                           (n)          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.

                           (P)(1)       Code of Ethics for the Eureka Funds is
                                        filed herewith.

                           (P)(2)       Code of Ethics for the Sanwa Bank
                                        California is filed herewith.

                           (P)(3)       Code of Ethics for BISYS Fund Services
                                        is filed herewith.

ITEM 24. 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.

                                      -3-

<PAGE>   210

ITEM 25. 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.

                  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 26. 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 $9.4 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.

                                      -4-
<PAGE>   211

                  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:

<TABLE>
<CAPTION>
<S>                            <C>
NAME AND POSITION              OTHER BUSINESS, PROFESSION, VOCATION, OR EMPLOYMENT
-----------------              ---------------------------------------------------

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

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 27. PRINCIPAL UNDERWRITER

(a)             BISYS Fund Services acts as distributor for the Registrant.
                BISYS Fund Services also distributes the securities of the
                following investment companies: Alpine Equity Trust, American
                Independence Funds Trust, American Performance Funds, AmSouth
                Funds, BB&T Funds, The Coventry Group, The Eureka Funds, Fifth
                Third Funds, Governor Funds, Hirtle Callaghan Trust, HSBC Funds
                Trust and HSBC Mutual Funds Trust, The Infinity Mutual Funds,
                Inc., Magna Funds, Mercantile Mutual Funds, Inc.,
                Metamarkets.com, Meyers Investment Trust, MMA Praxis Mutual
                Funds, M.S.D.&T. Funds, Old Westbury Funds, Inc., Pacific
                Capital Funds, Republic Advisor Funds Trust, Republic Funds
                Trust, Summit Investment Trust, USAllianz Variable Insurance
                Products Trust, Variable Insurance Funds, The Victory
                Portfolios, The Victory Variable Insurance Funds, Vintage
                Mutual Funds, Inc., and WHATIFI Funds. The parent of BISYS Fund
                Services, Inc. (the sole general partner of BISYS Fund Services)
                is The BISYS Group, Inc.


                                      -5-
<PAGE>   212

         (b) Partners of BISYS Fund Services as of the date of this Part C are
as follows:

<TABLE>
<CAPTION>
                                                   Positions and                      Positions and
Name and Principal                                 Offices with The                   Offices with
Business Addresses                                 Winsbury Company                   The Registrant
------------------                                 ----------------                   --------------
<S>                                                <C>                                <C>
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
</TABLE>


ITEM 28.          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, 100 Church 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 29.          MANAGEMENT SERVICES

                  None.



                                      -6-
<PAGE>   213

ITEM 30.          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.

                  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.


                                      -7-
<PAGE>   214


                                   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 17th day of
November 2000.


                                             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:


<TABLE>
<CAPTION>
Signature                                   Capacity                            Date
---------                                   --------                            ----

<S>                                         <C>                                 <C>
                                            Chairman of the Board
/s/ Larry Layne*                            and Trustee                         November 17, 2000
    ------------------------
    Larry Layne

/s/ Walter F. Beran*                        Trustee                             November 17, 2000
    ------------------------
    Walter F. Beran

/s/ David L. Buell*                         Trustee                             November 17, 2000
    ------------------------
    David L. Buell

/s/ Donald H. Livingstone*                  Trustee                             November 17, 2000
    ------------------------
    Donald H. Livingstone

/s/ Takashi Muraoka*                        Trustee                             November 17, 2000
    ------------------------
    Takashi Muraoka

/s/ Irimga McKay*                           President                           November 17, 2000
    ------------------------
    Irimga McKay

/s/ Frank Deutchki*                         Treasurer                           November 17, 2000
    ------------------------
    Frank Deutchki

*By:    Alyssa Albertelli
        --------------------
        Alyssa Albertelli
        Attorney-In-Fact
</TABLE>


                                      -8-
<PAGE>   215


                                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.


<TABLE>
<CAPTION>
SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----

<S>                                         <C>                                         <C>
/s/ Larry Layne                             Trustee                                     October 21, 1997
-----------------------
Larry Layne

/s/ Kazuyoshi Kuwahata                      Trustee                                     October  21, 1997
-----------------------
Kazuyoshi Kuwahata

/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>   216


                                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.

<TABLE>
<CAPTION>
SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----
<S>                                         <C>                                         <C>
/s/ Irimga McKay                            President                                   February 20, 1998
----------------
Irimga McKay
</TABLE>


<PAGE>   217


                                POWER OF ATTORNEY

        The undersigned, being a Trustee of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, 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.

<TABLE>
<CAPTION>
SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----

<S>                                         <C>                                         <C>
/s/ Takashi Muraoka                         Trustee                                     November 30, 1999
-------------------
Takashi Muraoka
</TABLE>


<PAGE>   218


                                POWER OF ATTORNEY

        The undersigned, being the Treasurer of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, 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 any of them, shall do or cause to be done by virtue
thereof.

<TABLE>
<CAPTION>
SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----

<S>                                         <C>                                         <C>
/s/ Frank Deutchki                          Treasurer                                   December 1, 1999
------------------
Frank Deutchki
</TABLE>


<PAGE>   219

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                Description                                                           Page
-----------                -----------                                                           ----

<S>               <C>                                                                            <C>

(c)(1)            Instruments Defining Rights of Security Holders - Declaration of Trust.
(c)(2)            Instruments Defining Rights of Security Holders - By-laws.
(i)               Opinion and Consent of Counsel.
(j)               Consent of Ropes & Gray.
(p)(1)            Code of Ethics for the Eureka Funds.
(p)(2)            Code of Ethics for the Sanwa Bank California.
(p)(3)            Code of Ethics for BISYS Fund Services.
</TABLE>





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