ALPHA ANALYTICS INVESTMENT TRUST, 497, 2000-01-19

ALPHA ANALYTICS INVESTMENT TRUST
497, 2000-01-19

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PROSPECTUS January 24, 2000

ALPHA
----------------
ANALYTICS
----------------
INVESTMENT TRUST

Alpha Analytics Value Fund

Alpha Analytics Small Cap Quant Fund

Alpha Analytics Digital Future Fund

1901 Avenue of the Stars, Suite 1100
Los Angeles, CA 90067

FOR INFORMATION
---------------
Shareholder Services and Requests:
Toll Free: 877-ALPHA40 (877-257-4240)
www.AlphaAnalytics.com

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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TABLE OF CONTENTS
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ALPHA ANALYTICS VALUE FUND
page 3
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ALPHA ANALYTICS SMALL CAP QUANT FUND
page 4
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ALPHA ANALYTICS DIGITAL FUTURE FUND
page 5
------
COSTS OF INVESTING IN THE FUNDS
page 8
------
HOW TO BUY, SELL OR EXCHANGE SHARES
IN THE ALPHA ANALYTICS FUNDS
page 9
------
HOW TO BUY SHARES
page 9
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HOW TO SELL SHARES
page 11
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HOW TO EXCHANGE SHARES
page 13
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THE PRICE OF SHARES
page 13
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DIVIDENDS, DISTRIBUTIONS AND TAXES
page 13
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MANAGEMENT OF THE FUNDS
page 14
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INFORMATION ABOUT INVESTMENTS
page 15
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HISTORICAL PERFORMANCE OF SUB-ADVISER TO VALUE FUND
page 16
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FINANCIAL STATEMENTS
page 18
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ADDRESSES
page 19

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ALPHA ANALYTICS VALUE FUND

INVESTMENT OBJECTIVE
The investment objective of the Value Fund is long-term capital appreciation.

PRINCIPAL STRATEGIES
The Fund pursues a value philosophy, investing in stocks of quality companies
that are attractively priced relative to the market. The Fund invests primarily
in common stocks of well established, relatively large U.S. companies (those
with a market capitalization above $1 billion). The Fund's sub-adviser looks for
financially strong companies:
- -- Experiencing positive developments that the market has not yet recognized
- -- Selling at historically low prices
- -- Having seasoned management
- -- Enjoying product or market advantages

SOCIAL LIMITATIONS ON COMPANIES INVESTED IN
The Fund will not invest in companies
- -- that obtain more than 4% of their gross revenues from the manufacture of
tobacco products, or
- -- companies that own directly more than a 4% interest in or operate nuclear
power plants or derive more than 4% of gross revenues from sales to the
nuclear power industry.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- -- MANAGEMENT RISK. The sub-adviser's value-oriented approach may fail to
produce the intended results.

- -- COMPANY RISK. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio. The value of an individual company can be more volatile than the
market as a whole.

- -- MARKET RISK. Overall stock market risks may also affect the value of the
Fund. Factors such as domestic economic growth and market conditions,
interest rate levels, and political events affect the securities markets.

- -- VOLATILITY RISK. Common stocks tend to be more volatile than other investment
choices. The value of an individual company can be more volatile than the
market as a whole. This volatility affects the value of the Fund's shares.

- -- The Fund is not a complete investment program. As with any mutual fund
investment, the Fund's returns will vary, and you could lose money.

IS THIS FUND RIGHT FOR YOU?
The Fund may be suitable for:
- -- Long-term investors seeking a fund with a value investment strategy
- -- Investors willing to accept price fluctuations in their investment
- -- Investors who can tolerate the risks associated with common stock investments

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HOW THE FUND HAS PERFORMED
Although past performance of a fund is no guarantee of how it will perform in
the future, historical performance may give you some indication of the risk of
investing in the fund, because it demonstrates how its returns have varied over
time. The past performance information that would otherwise appear in this
prospectus has been omitted because the Fund is recently organized and has a
limited performance history.

ALPHA ANALYTICS SMALL CAP QUANT FUND

INVESTMENT OBJECTIVE
The investment objective of the Small Cap Quant Fund is long-term capital
appreciation.

PRINCIPAL STRATEGIES
The Fund invests in stocks of companies that have quantitative
characteristics which the Fund's adviser believes are associated with growth in
market price of the company's stock. The Fund will normally invest at least 65%
of its assets in common stocks of small-capitalization U.S. companies (those
with market capitalizations below $2 billion). The Fund's adviser uses a
proprietary computer-driven investment model developed by the Fund's portfolio
manager to evaluate stocks based on value and momentum indicators, which
include:
- -- Long-term earnings growth
- -- Short-term earnings growth
- -- Short-term price appreciation
- -- Price/Sales, Price/Earnings and other value indicators

PRINCIPAL RISKS OF INVESTING IN THE FUND
- -- MANAGEMENT RISK. The adviser's strategy may fail to produce the intended
results.

- -- SMALL COMPANY RISK. The risks associated with investing in smaller companies
include:

-- The earnings and prospects of smaller companies are more volatile than
larger companies.

-- Smaller companies may experience higher failure rates than do larger
companies.

-- The trading volume of securities of smaller companies is normally less
than that of larger companies and, therefore, may disproportionately
affect their market price, tending to make them fall more in response to
selling pressure than is the case with larger companies.

-- Smaller companies may have limited markets, product lines or financial
resources and may lack management depth.

4
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- -- The Fund is not a complete investment program. As with any mutual fund
investment, the Fund's returns will vary, and you could lose money.

IS THIS FUND RIGHT FOR YOU?
The Fund may be a suitable investment for:
- -- Long-term investors seeking a Fund with exposure to smaller capitalization
stocks
- -- Investors willing to accept the greater market price fluctuations of smaller
companies
- -- Investors who can tolerate the greater risks associated with common stock
investments

ALPHA ANALYTICS DIGITAL FUTURE FUND

INVESTMENT OBJECTIVE
The investment objective of the Digital Future Fund is long-term capital
appreciation.

PRINCIPAL STRATEGIES
The Fund invests primarily in stocks of information technology companies.
This industry sector includes any company involved in creating, using,
processing, storing, or transmitting digital information. At present, the sector
includes the following industry segments: telecommunications, fiber optics,
software, semiconductors, networking equipment, computers, computer peripherals,
mass storage devices, cable television, digital television, Internet services
and Internet content providers. In the future, as new technologies develop,
other industry segments could become part of the sector. The Fund will normally
invest at least 65% of its assets in information technology companies (each of
which has at least 50% of its assets or gross income derived from or committed
to information technology businesses).

The Fund's adviser looks for companies that have some or all of the following
characteristics:
- -- A vision of the future, and the management and resources to accomplish it
- -- A demonstrated track record
- -- A good business model
- -- Significant new technologies, or an innovative use of technology

In addition, the Fund's adviser uses a proprietary computer-driven investment
model developed by Alpha Analytics Investment Group to evaluate stocks in the
information technology sector and to rank them in expected order of future price
appreciation. This model includes quantitative characteristics such as:

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- -- Earnings Growth
- -- Sales growth
- -- Recent and long-term price appreciation
- -- Price/Earnings and other characteristics

The Fund will purchase companies that score well in both the fundamental
analysis and quantitative screens.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- -- MANAGEMENT RISK. As of the date of this Prospectus, the Fund has no operating
history and the adviser has limited experience managing a portfolio of
technology stocks. The adviser's strategy may fail to produce the intended
results.

- -- SMALL COMPANY RISK. Some of the companies the Fund will invest in are small
companies. The risks associated with investing in smaller companies include:

-- The earnings and prospects of smaller companies are more volatile than
larger companies.

-- Smaller companies may experience higher failure rates than do larger
companies.

-- Smaller companies may have limited markets, product lines or financial
resources and may lack management depth.

- -- HIGH VOLATILITY. Many of the companies the Fund will invest in are classified
as aggressive growth stocks. These stocks experience much higher volatility
than the market as a whole.

- -- IPO RISK. The Fund may purchase shares in initial public offerings (IPOs).
Companies going public for the first time frequently are companies with
limited operating histories, and many of these companies have unproven
business models. Primarily for these reasons, investments in IPO offerings
can introduce additional volatility and risks to the Fund. IPO shares may be
overvalued and are also frequently volatile in price. Accordingly, the Fund
may hold IPO shares for a very short period of time. This may increase the
turnover of the Fund's portfolio and may lead to increased expenses to the
Fund, such as commissions and transactions costs.

6
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- -- The Fund is not a complete investment program. As with any mutual fund
investment, the Fund's returns will vary, and you could lose money.

IS THIS FUND RIGHT FOR YOU?
The Fund may be suitable for:
- -- Long-term investors seeking a fund with an aggressive growth investment
strategy focusing on information technology stocks
- -- Investors willing to accept price fluctuations in their investment
- -- Investors who can tolerate the risks associated with common stock investments
- -- Investors willing to accept the greater market price fluctuations of smaller
companies and technology companies

7
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COSTS OF INVESTING IN THE FUNDS

The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Funds.

ALPHA ALPHA ALPHA
ANALYTICS ANALYTICS ANALYTICS
VALUE FUND SMALL CAP DIGITAL
QUANT FUND FUTURE
FUND(1)
---------- ---------- -------

SHAREHOLDER TRANSACTION EXPENSES
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price) None None None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
and Other Distributions None None None
Maximum Deferred Sales Charge
(Load) (as a percentage of original
purchase price or redemption
proceeds, whichever is less) None None None
Redemption Fees
(as a % of the amount redeemed)(2) 2.00% 2.00% 2.00%
Exchange Fees None None None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from
Fund assets)
Management Fees 1.50% 1.50% 1.50%
Distribution (12b-1) Fees None None None
Other Expenses 0.96% 1.73% 1.75%
Total Fund Operating Expenses 2.46% 3.23% 3.25%
Fee Waiver and Expense Reimbursement(3) 1.16% 1.93% 1.95%
NET EXPENSES 1.30% 1.30% 1.30%

(1) Expenses are estimated for the Digital Future Fund.

(2) Each Fund charges a redemption fee of 2% on shares redeemed less than 90
days, and 1% on shares redeemed between 91 and 364 days, from the date of
purchase. This redemption fee does not go to the Fund's adviser, but to the
Fund itself for the benefit of the remaining shareholders. This helps defray
the transaction costs and other adverse impacts of short-term investment on
the Fund's performance.

(3) Through November 30, 2000, the adviser has agreed to waive 0.20% of average
net assets from its fees, so that the management fee of each Fund will be
1.30% of average daily net assets, and has agreed to pay the fees and
expenses of the trustees who are not "interested persons" as defined by the
Investment Company Act.

EXPENSE EXAMPLE
The example below is intended to help you compare the cost of investing in
the Alpha Analytic Funds with the cost of investing in other mutual funds. The
example uses the same assumptions as other mutual fund prospectuses: a $10,000
initial investment for the time periods indicated, reinvestment of dividends and
distributions, 5% annual total return, constant operating expenses, and sale of
all shares at the end of each time period. Although your actual expenses may be
different, based on these assumptions your costs will be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Value Fund $ 132 $ 656 $1,206 $2,708
Small Cap Quant Fund $ 132 $ 814 $1,520 $3,398
Digital Future Fund $ 132 $ 818 $1,528 $3,415

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HOW TO BUY, SELL OR EXCHANGE SHARES
IN THE ALPHA ANALYTICS FUNDS

The Funds and their transfer agent, American Data Services, can be contacted
at the same mailing address and telephone numbers. If you need additional
information on how to buy, sell or exchange shares in the Funds, please contact:

MAIL: PHONE:
----- ------
Alpha Analytics Funds Toll Free: 877-257-4240
c/o American Data Services, Inc.
Hauppauge Corporate Center
150 Motor Parkway, Suite 109
Hauppauge, New York 11788-5167

HOW TO BUY SHARES

INITIAL PURCHASE. The minimum initial investment for each Fund is $5,000
($2,000 for an IRA or other tax sheltered retirement plan). The minimum
subsequent investment is $250. These minimums may be waived or reduced by the
Funds' adviser for accounts participating in an automatic investment program, or
for other reasons. Investors choosing to purchase or redeem their shares through
a broker/dealer or other institution may be charged a fee by that institution.
Investors choosing to purchase or redeem shares directly from a Fund will not
incur charges on purchases or redemptions, except as described below under "How
To Redeem Shares - Redemption Fee".

BY MAIL - You may make a direct initial investment by following these steps:
- -- Complete and sign the investment application form which accompanies this
prospectus (subject to the minimum amounts);
- -- Draft a check made payable to the appropriate fund;
- -- Mail the application, check and any letter of instruction to the Fund's
transfer agent at the P. O. Box listed below. If you prefer overnight
delivery, use the overnight address listed below.

MAIL: OVERNIGHT:
----- ----------
Alpha Analytics Funds Alpha Analytics Funds
American Data Services, Inc. American Data Services, Inc.
P.O. Box 5536 Hauppauge Corporate Center
Hauppauge, New York 11788-0132 150 Motor Parkway, Suite 109
Hauppauge, New York 11788-5167

Your purchase of shares of a Fund will be effected at the next share price
calculated after receipt of your investment.

9
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BY WIRE - You may purchase shares of a Fund by wiring federal funds from your
bank, which may charge you a fee for doing so. To wire money, you must call the
Fund's transfer agent at 877-257-4240 to set up your account and obtain an
account number. You should be prepared at that time to provide the information
on the application. Then, provide your bank with the following information for
purposes of wiring your investment:

Firstar Bank, N.A. Cinti/Trust for: ALPHA ANALYTICS VALUE FUND
ABA #0420-0001-3 D.D.A.#488-922-568
Attn: Mutual Fund ALPHA ANALYTICS SMALL CAP
ACCOUNT NAME ___________ QUANT FUND
(write in shareholder name) D.D.A. #488-922-477
For the Account #___________ ALPHA ANALYTICS DIGITAL
(write in account number) FUTURE FUND
D.D.A. #821-637-741

You must mail a completed application to the transfer agent after opening an
account by wire transfer. Wire orders will be accepted only on a day on which
the Funds and the custodian bank are open for business. A wire purchase will not
be considered made until the wired money is received and the purchase is
accepted by the Fund. Any delays that may occur in wiring money, including
delays that may occur in processing by the banks, are not the responsibility of
the Funds or the custodian bank. There is presently no fee for the receipt of
wired funds, but the Funds may charge a fee in the future.

ADDITIONAL INVESTMENTS
You may purchase additional shares of a Fund at any time (minimum of $250) by
mail, wire, or automatic investment. Each additional purchase request must
contain:
- -- Your name;
- -- Name of your account(s);
- -- Account number(s);
- -- Name of the Fund(s) in which you wish to invest.

Checks should be made payable to the appropriate Fund and sent to the
addresses listed above. A bank wire should be sent as outlined above. ACH
(Automatic Clearing House) transactions should be established in advance by
contacting the Transfer Agent.

AUTOMATIC INVESTMENT OPTION
You may make regular investments in the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly or bimonthly
to allow dollar-cost averaging by automatically deducting $100 or more from your
bank checking account. You may change the amount of your monthly purchase or
terminate this automatic investment program at any time.

TAX SHELTERED RETIREMENT PLANS
Since each Fund is oriented to longer term investments, shares of the Funds
may be an appropriate investment medium for tax sheltered retirement plans,
including:
- -- Individual Retirement Accounts (IRAs);
- -- Simplified employee pensions (SEPs);
- -- SIMPLE plans;

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- -- 401(k) plans;
- -- Qualified corporate pension and profit sharing plans (for employees);
- -- Tax deferred investment plans (for employees of public school systems and
certain types of charitable organizations);
- -- Other qualified retirement plans.

You should contact the Funds' transfer agent for the procedure to open an IRA
or SEP plan, as well as more specific information regarding these retirement
plan options. Consultation with an attorney or tax adviser regarding these plans
is advisable. You must pay custodial fees for your IRA by redemption of
sufficient shares of the Funds from the IRA unless you pay the fees directly to
the IRA custodian. Call the Funds' transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION
The Funds may limit the amount of purchases and refuse to sell to any person.
If your check or wire does not clear, you will be responsible for any loss
incurred by the Funds. If you are already a shareholder, the Funds can redeem
shares from any identically registered account in the Funds as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Funds.

HOW TO SELL SHARES

You may sell shares in a Fund by mail or telephone. The proceeds of the sale
may be more or less than the purchase price of your shares, depending on the
market value of the Fund's securities at the time of your sale. You may receive
the proceeds from the sale in the form of a check or federal wire transfer.

For sales in excess of $50,000, the Funds may require that signatures be
guaranteed by a bank or member firm of a national securities exchange. Signature
guarantees are for the protection of shareholders. At the discretion of any
Fund, a shareholder may be required to furnish additional legal documents to
insure proper authorization.

BY MAIL - Your request for a sale should be addressed to the Alpha Analytics
Funds and must include:
- -- Your letter of instruction;
- -- The Fund name;
- -- Account number(s);
- -- Account name(s);
- -- The dollar amount or the number of shares you wish to sell.

All registered share owner(s) must sign this request in the exact name(s) and
any special capacity in which they are registered. For joint accounts with right
of survivorship, only one signature is required for withdrawal.

BY TELEPHONE - To redeem or exchange shares by phone, you must first complete
the normal telephone redemption and exchange section of the investment
application. You may sell shares on any business day the New York Stock Exchange
is open by calling the Funds' transfer agent at 877-257-4240 before 4:00 p.m.
Eastern Time. The Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures will include
requiring a form of personal identification from the caller. Sale proceeds will
be mailed or wired at the shareholder's direction to the designated account. The
minimum amount that may be wired is $1,000. Wire charges of $10 will be deducted
from sales proceeds.

11
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By using the telephone redemption and exchange privileges, a shareholder
authorizes the Funds to act upon the instruction of any person by telephone they
believe to be the shareholder. By telephone, the shareholder may sell shares
from the account and transfer the proceeds to the address of record or the bank
account designated or may exchange into another Fund. The Funds and the transfer
agent are not liable for following instructions communicated by telephone that
they reasonably believe to be genuine. However, if they do not employ reasonable
procedures to confirm that telephone instructions are genuine, they may be
liable for any losses due to unauthorized or fraudulent instructions. The Funds
may change, modify or terminate the telephone redemption or exchange privilege
at any time.

EARLY REDEMPTION FEE. If you are selling shares held less than 90 days, the
Fund may deduct a 2% redemption fee. If you are selling shares held less than
365 days, the Fund may deduct a 1% redemption fee. This redemption fee does not
go to the Fund's investment adviser, but to the Fund itself for the benefit of
the remaining shareholders. This helps defray the transaction costs and other
adverse impacts of short-term investment on the Fund's performance.

A redemption fee will not be charged when shares of a Fund are exchanged for
another Alpha Analytics Investment Trust mutual fund; however, the one-year
holding period of the exchanged shares will be calculated from the exchange
date. Solely for purposes of calculating the one-year holding period, each Fund
uses the "first-in, first out" (FIFO) method. That is, the date of any
redemption or exchange will be compared to the earliest purchase date. If this
holding period is less than one year, the applicable fee will be assessed. The
fee will be prorated if a portion of the shares being redeemed or exchanged has
been held for more than one year, or the shares are subject to more than one fee
level. Shares acquired through reinvested dividend or capital gain distributions
are exempt from the fee.

ADDITIONAL INFORMATION. If you are not certain of the requirements for
redemption please call the Funds' transfer agent at 877-257-4240. Sale requests
specifying a certain date or share price cannot be accepted and will be
returned. If you invest by wire, you may sell your shares on the first business
day following such purchase. However, if you invest by a personal, corporate,
cashier's or government check, the sales proceeds will not be paid until your
investment has cleared the bank, which normally may take up to 15 calendar days.
Exchanges into another Fund are, however, permitted without the ten day waiting
period. If the Fund has not yet collected payment for the shares you are
selling, it may delay sending proceeds for up to eight business days or until it
has collected payment.

When the New York Stock Exchange is closed (or when trading is restricted)
for any reason other than its customary weekend or holiday closing or under any
emergency circumstances, as determined by the Securities and Exchange
Commission, we may suspend sales of Fund shares or postpone payment dates. If
you are unable to accomplish your transaction by telephone (for example, during
times of unusual market activity), consider sending your order by express mail
to the Funds.

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, the Funds may ask you to increase your balance if your account falls
below $5,000. If it is still below $5,000 after 30 days, each Fund may close
your account and send you the proceeds. An involuntary sale will create a
capital gain or a capital loss, which may have tax consequences about which you
should consult your tax adviser. You may increase the value of your shares in
the Fund to the minimum amount within the 30-day period.

12
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Your shares are subject to a sale at any time if the Board of Trustees
determines in its sole discretion that failure to sell may have materially
adverse consequences to all or any of the shareholders of the Trust or any Fund
of the Trust.

HOW TO EXCHANGE SHARES

As a shareholder in any Fund, you may exchange shares valued at $1,000 or
more for shares of any other Alpha Analytics Funds. You may make an exchange by
telephone or by written request.

You may call the Funds' transfer agent to exchange shares. An exchange may
also be made by written request signed by all registered owners of the account
mailed to the transfer agent.

An exchange is made by selling shares of one Fund and using the proceeds to
buy shares of another Fund, with the net asset value per share (NAV) for the
sale and the purchase calculated on the same day. An exchange results in a sale
of shares for federal income tax purposes. If you make use of the exchange
privilege, you may realize either a long-term or short-term capital gain or loss
on the shares sold.

Before making an exchange, you should consider the investment objective of
the Fund to be purchased. If your exchange creates a new account, you must
satisfy the requirements of the Fund in which shares are being purchased. You
may make an exchange to a new account or an existing account; however, the
account ownership must be identical. Exchanges may be made only in states where
an exchange may legally be made. The Funds reserve the right to terminate or
modify the exchange privilege in the future upon 60 days prior notice to the
shareholders.

THE PRICE OF SHARES

The price you pay for your shares is based on the Fund's net asset value per
share (NAV). The NAV is calculated at the close of trading (normally 4:00 p.m.
Eastern time) on each day the New York Stock Exchange is open for business (the
Stock Exchange is closed on weekends, Federal holidays and Good Friday). The NAV
is calculated by dividing the value of the Fund's total assets (including
interest and dividends accrued but not yet received) minus liabilities
(including accrued expenses) by the total number of shares outstanding.

The Fund's assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued at their fair
value.

Requests to purchase, sell and exchange shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS, and TAXES

DIVIDENDS AND DISTRIBUTIONS. Each Fund typically distributes substantially
all of its net investment income in the form of dividends and taxable capital
gains to its shareholders on an annual basis. These distributions are
automatically reinvested in the Fund unless you request cash distributions on
your application or through a written request. Each Fund expects that its
distributions will consist primarily of long-term capital gains.

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TAXES. In general, selling shares of a Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. Because distributions of long-term
capital gains are subject to capital gains taxes, regardless of how long you
have owned your shares, you may want to avoid making a substantial investment
when a Fund is about to make a long-term capital gain distribution.

After the close of the calendar year, each Fund will mail to you a statement
setting forth the federal income tax information for all distributions made
during the previous year. If you do not provide your taxpayer identification
number, your account will be subject to backup withholding.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your
investment.

MANAGEMENT OF THE FUNDS

Alpha Analytics Investment Group, LLC, 1901 Avenue of the Stars, Suite 1100,
Los Angeles, CA 90067 serves as investment adviser to each Fund. The adviser was
established in July 1998 and is controlled by Robert E. Gipson. Mr. Gipson is an
attorney (of counsel at Gipson, Hoffman & Pancione), an officer of Corporate
Management Group, Inc. (a business and financial consulting company) and serves
as an officer or director of various public and non-public companies.

John M. Gipson, Vice President of the Funds' adviser, is primarily
responsible for the day-to-day management of the Small Cap Quant Fund's
portfolio. Mr. Gipson received his Ph.D. in theoretical physics from Yale
University in 1982. He subsequently pursued a career in science. From January
1992 through January 1999, he worked as the senior scientist for NVI, Inc. at
NASA's Goddard Spaceflight Center. Mr. Gipson joined the adviser part time at
its formation in 1998. He began working full time for Alpha Analytics Investment
Group, LLC in February 1999. A committee of the adviser is primarily responsible
for the day-to-day management of the Digital Future Fund's portfolio.

The adviser has entered into a Sub-Advisory Agreement with Cambiar Investors,
Inc., 8400 East Prentice Avenue, Suite 460, Englewood, CO 80111 ("Cambiar") to
serve as the sub-adviser of the Value Fund. Cambiar, a Colorado corporation, was
formed in 1973. It is a wholly-owned subsidiary of United Asset Management
Corporation, a holding company established in 1980 for the purpose of acquiring
and owning firms engaged primarily in institutional investment management.
Cambiar provides investment management services to corporations, foundations,
endowments, pension and profit-sharing plans, trusts, estates and other
institutions and individuals. As of June 30, 1998, Cambiar had over $2.5 billion
in assets under management. A committee at Cambiar makes the investment
decisions of the Value Fund, which is primarily responsible for the day-to-day
management of the Value Fund's portfolio. The adviser has agreed to pay Cambiar
a sub-advisory fee equal to an annual average rate of 0.50% of the average daily
net assets of the Value Fund.

Each Fund is authorized to pay the Fund's adviser a fee equal to an annual
average rate of 1.50% of the Fund's average daily net assets. Through November
30, 2000, the adviser has agreed to waive a portion of its fees so that the
total expenses of each Fund will be 1.30% of average daily net assets.

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INFORMATION ABOUT INVESTMENTS

In addition to its principal investment strategies, each Fund's portfolio may
use the investment strategies described below. It may also employ investment
practices that this prospectus does not describe, such as investing in other
equity securities, foreign securities, futures and options, short sales,
repurchase agreements, when-issued and delayed delivery securities, borrowing
and other techniques. For information concerning these investment practices and
their risks, you should read the Funds' Statement of Additional Information
(SAI).

AMERICAN DEPOSITARY RECEIPTS. Each Fund may invest up to 25% of its assets in
foreign equity securities by purchasing American Depository Receipts ("ADRs").
ADRs are certificates evidencing ownership of shares of a foreign-based issuer
held in trust by a bank or similar financial institution. They are alternatives
to the direct purchase of the underlying securities in their national markets
and currencies.

GENERAL
The investment objective of any Fund may be changed without shareholder
approval.

From time to time, a Fund may 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. For
example, a Fund may hold all or a portion of its assets in money market
instruments, securities of other no-load mutual funds or repurchase agreements.
If a Fund invests in shares of another mutual fund, the shareholders of the Fund
generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, a Fund may not achieve its investment
objectives.

15
<PAGE>

HISTORICAL PERFORMANCE
OF SUB-ADVISER TO VALUE FUND

The sub-adviser to the Value Fund manages separate accounts that have the
same investment objectives as the Value Fund. The sub-adviser manages these
accounts using techniques and strategies substantially similar, though not
always identical, to those used in managing the Value Fund. A composite of the
performance of these separate accounts is listed on the following page. The
performance data for the managed accounts reflects deductions for all fees and
expenses. All fees and expenses of the separate accounts were less than the
operating expenses of the Value Fund. If the performance of the managed accounts
were adjusted to reflect fees and expenses of the Value Fund, the composite's
performance would have been lower.

The sub-adviser calculated its performance using standards different than the
SEC method. Had the adviser calculated its performance using the SEC's methods,
its results might have differed.

The separately managed accounts are not subject to investment limitations,
diversification requirements, and other restrictions imposed by the 1940 Act and
Internal Revenue Code. If they were, their returns might have been lower. The
performance of these separate accounts is not intended to predict or suggest the
performance of the Value Fund.

16
<PAGE>

CAMBIAR INVESTORS, INC. - COMPOSITE RETURNS
FOR INDIVIDUAL YEARS ENDED DECEMBER 31
(PERCENTAGE RETURNS NET OF MANAGEMENT FEES)

CALENDAR YEAR ENDED CAMBIAR S&P 500 INDEX
------------------- ------- -------------
1975 34.80% 37.20 %
1976 32.40% 23.80 %
1977 14.40% (7.20)%
1978 22.50% 6.60 %
1979 24.00% 18.40 %
1980 25.50% 32.40 %
1981 9.80% (4.90)%
1982 33.30% 21.60 %
1983 22.60% 22.40 %
1984 2.90% 6.10 %
1985 29.30% 31.57 %
1986 23.67% 18.21 %
1987 10% 5.17 %
1988 17.11% 16.50 %
1989 23.23% 31.43 %
1990 2.83% (3.19)%
1991 31.51% 30.55 %
1992 9.56% 7.68 %
1993 13.66% 10.00 %
1994 1.00% 1.33 %
1995 33.54% 37.50 %
1996 23.92% 23.25 %
1997 33.69% 33.36 %
1998 13.57% 28.58 %

- --------------------------------------------------------------------------------
SUMMARY OF PERFORMANCE
- --------------------------------------------------------------------------------

Cambiar S&P 500 Index
------- -------------
Cumulative (1/1/75-12/31/98) 7419.82% 4267.22%
1-year period ended 12/31/98 (average annual) 13.57% 28.58%
5-year period ended 12/31/98 (average annual) 20.47% 24.11%
10-year period ended 12/31/98 (average annual) 18.07% 19.21%
24-Year average annual return (1/1/75-12/31/98) 19.72% 17.04%
Value of $1 invested during (1/1/75-12/31/98) $75.20 $43.67
- --------------------------------------------------------------------------------
Notes:

1. The annualized return is calculated from monthly data, allowing for
compounding. This method of calculating returns is different than the SEC
Standard, which may produce different results.

2. The cumulative return means that $1 invested in the account on January 1,
1975 had grown to $75.20 by December 31, 1998.

3. The 24-year mean is the arithmetic average of the annual returns for the
calendar years listed.

4. The S&P 500 Index is an unmanaged index which assumes reinvestment of
dividends and is generally considered representative of securities similar to
those invested in by the sub-adviser for the purpose of the composite
performance numbers set forth above.

5. During the period shown (1/1/75-12/31/98), fees on the sub-adviser's
individual accounts ranged from 0.25% to 2.0% (25 basis points to 200 basis
points). The sub-adviser's returns presented above are net of the maximum fee
of 2.0%. Net returns to investors vary depending on the management fee.

17
<PAGE>

FINANCIAL STATEMENTS

The following table is intended to help you better understand financial
performance of the Value Fund and the Small Cap Quant Fund since their
inception. Certain information reflects financial results for a single Fund
share. The total returns represent the rate you would have earned (or lost) on
an investment in a Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by McCurdy & Associates CPA's,
Inc., whose report, along with the financial statements of the Value Fund and
the Small Cap Quant Fund, are included in the Funds' annual report, which is
available upon request.

For a fund share outstanding throughout the period January 1, 1999
(Commencement of operations) to July 31, 1999.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------
SMALL CAP
VALUE FUND QUANT FUND
- ----------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income 0.01 (0.04)
Net realized and unrealized gain on investments 1.91 (1.10)
TOTAL FROM INVESTMENT OPERATIONS 1.92 (1.14)

LESS DISTRIBUTIONS
Dividends from net investment income 0.00 0.00
Distribution from realized gains from
security transactions 0.00 0.00
Total distributions 0.00 0.00

NET ASSET VALUE, END OF PERIOD $ 11.92 $ 8.86

Total return* 19.20% (11.40)%

RATIOS/SUPPLEMENTAL DATA
Net assets end of period (in 000's) $ 2,385 $ 994
Ratio of expenses to average net assets,
before reimbursement 2.45%** 3.23%**
Ratio of expenses to average net assets,
net of reimbursement 1.30%** 1.30%**
Ratio of net investment income (loss)
to average net assets before reimbursement (1.03)%** (2.80)%**
Ratio of net investment income to
average net assets, net of reimbursement 0.12%** (0.87)%**
Portfolio turnover rate 32.98% 3.90%

- --------------------------------------------------------------------------------
<FN>

* Based on net asset value per share
** Ratios for this period of operation are annualized
</FN>
</TABLE>

<PAGE>

ADDRESSES

INVESTMENT ADVISER INVESTMENT SUB-ADVISER
ALPHA ANALYTICS INVESTMENT GROUP, LLC (TO THE VALUE FUND)
1901 Avenue of the Stars, Suite 1100 Cambiar Investors, Inc.
Los Angeles, CA 90067 8400 East Prentice Avenue, Suite 460
www.AlphaAnalytics.com Englewood, CO 80111

LEGAL COUNSEL ADMINISTRATOR
Brown, Cummins & Brown Co., L.P.A. American Data Services, Inc.
3500 Carew Tower, 441 Vine Street 150 Motor Parkway, Suite 109
Cincinnati, OH 45202 Hauppauge, New York 11788-5167

CUSTODIAN DISTRIBUTOR
Firstar Bank, N.A. AmeriMutual Fund Distributors, Inc.
425 Walnut Street, M.L. 6118 150 Motor Parkway, Suite 109
Cincinnati, Ohio 45202 Hauppauge, New York 11788-5167

TRANSFER AGENT (ALL PURCHASES AND INDEPENDENT AUDITORS
ALL REDEMPTION REQUESTS) McCurdy & Associates, CPA's
American Data Services, Inc. 27955 Clemens Road
P.O. Box 5536 Westlake, Ohio 44145
Hauppauge, New York 11788-0132

<PAGE>

FOR ADDITIONAL INFORMATION

Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated by reference into this
prospectus, contains detailed information on Fund policies and operations.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.

Call the Funds toll free at 877-257-4240 to request free copies of the SAI
and the Funds' annual and semi-annual reports, to request other information
about the Funds and to make shareholder inquiries.

You may review and copy information about the Funds (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the Funds on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and copies
of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.

Alpha Analytics Investment Trust's Investment Company Act file number is
811-9039.

PROSPECTUS

January 24, 2000

Alpha Analytics
Value Fund
Alpha Analytics Small
Cap Quant Fund
Alpha Analytics Digital Future Fund

1901 Avenue of the Stars
Suite 1100
Los Angeles, CA 90067

For Information
Shareholder Services and Requests:
Toll Free: 877-ALPHA40
(877-257-4240)
www.AlphaAnalytics.com

ALPHA ANALYTICS INVESTMENT TRUST
ALPHA ANALYTICS VALUE FUND
ALPHA ANALYTICS SMALL CAP QUANT FUND
ALPHA ANALYTICS DIGITAL FUTURE FUND

STATEMENT OF ADDITIONAL INFORMATION

December 16, 1999
This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Alpha Analytics Value
Fund, Alpha Analytics Small Cap Quant Fund and Alpha Analytics Digital Future
Fund dated December 16, 1999. This SAI incorporates by reference the Fund's
Annual Report to Shareholders for the fiscal year ended June 30, 1999 ("Annual
Report"). A free copy of the Prospectus or Annual Report can be obtained by
writing the Transfer Agent at American Data Services, Inc., at P.O. Box 5536,
Hauppauge, New York 11788-0132, or by calling 1-877-257-4240.

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

DESCRIPTION OF THE TRUST AND FUNDS.........................................1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS.............................................................2

INVESTMENT LIMITATIONS.....................................................5

INVESTMENT ADVISORY ARRANGEMENTS...........................................7

TRUSTEES AND OFFICERS......................................................9

PORTFOLIO TRANSACTIONS AND BROKERAGE......................................10

DETERMINATION OF SHARE PRICE..............................................11

TAX STATUS................................................................12

INVESTMENT PERFORMANCE....................................................13

CUSTODIAN.................................................................14

TRANSFER AGENT............................................................14

ACCOUNTANTS...............................................................14

DISTRIBUTOR.......................................................BACK COVER

-1-
<PAGE>

DESCRIPTION OF THE TRUST AND FUNDS

Alpha Analytics Value Fund (the "Value Fund"), Alpha Analytics Small
Cap Quant Fund (the "Small Cap Quant Fund") and Alpha Analytics Digital Future
Fund ( the "Digital Future Fund") (each a "Fund" or collectively, the "Funds")
were organized as diversified series of Alpha Analytics Investment Trust (the
"Trust"). The Trust is an open-end investment company established under the laws
of Ohio by an Agreement and Declaration of Trust dated August 18, 1998 (the
"Trust Agreement") and has no prior history. The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value.

The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Transfer Agent
for the account of the shareholder. Each share of a series represents an equal
proportionate interest in the assets and liabilities belonging to that series
with each other share of that series and is entitled to such dividends and
distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a class a
distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.

Any Trustee of the Trust may be removed by vote of the shareholders
holding not less than two-thirds of the outstanding shares of the Trust. The
Trust does not hold an annual meeting of shareholders. When matters are
submitted to shareholders for a vote, each shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Fund have equal voting rights and liquidation rights. The
Declaration of Trust can be amended by the Trustees, except that any amendment
that adversely effects the rights of shareholders must be approved by the
shareholders affected. Each share of the Fund is subject to redemption at any
time if the Board of Trustees determines in its sole discretion that failure to
so redeem may have materially adverse consequences to all or any of the Fund's
shareholders.

As of December 1, 1999 the following persons may be deemed to have
beneficially owned five percent (5%) or more of the Fund:

FUND NAME/ADDRESS PERCENTAGE
- ---- ------------ ----------

Small Cap Quant Wildwood Enterprises 42.80%
Attn: Trust Opr/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520

-2-

<PAGE>

Small Cap Quant Robert Gipson 41.09%
1901 Ave. of the Stars
Suite 1231
Los Angeles, CA 90067

Small Cap Quant John Gipson 8.33%
1201 Mimosa Lane
Silver Springs, MD 20904

Value Wildwood Enterprises 38.03%
Attn: Trust Opr/Mutual Funds
P.O. Box 60520
Los Angeles, CA 90060-0520

Value Robert Gipson 34.41%
1901 Ave. of the Stars
Suite 1231
Los Angeles, CA 90067

As of December 1, 1999 the officers and trustees, as a group,
beneficially owned 41.62% of the Small Cap Quant Fund and 34.72% of the Value
Fund.

For information concerning the purchase and redemption of shares of
the Fund, see "How to Buy Shares" and "How to Redeem Shares" in the Funds'
Prospectus. For a description of the methods used to determine the share price
and value of a Fund's assets, see "Price of Shares" in the Funds' Prospectus.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a more detailed discussion of some of the
investments the Funds may make and some of the techniques they may use (see the
Prospectus, "Information About Investments").

A. FOREIGN SECURITIES. Each Fund may invest up to 25% of its assets in
foreign equity securities by purchasing American Depository Receipts ("ADRs").
ADRs are certificates evidencing ownership of shares of a foreign-based issuer
held in trust by a bank or similar financial institution. They are alternatives
to the direct purchase of the underlying securities in their national markets
and currencies. The Small Cap Quant Fund and the Digital Future Fund may also
purchase the equity securities of Canadian companies listed on Canadian
exchanges. To the extent that a Fund does invest in foreign securities, such
investments may be subject to special risks. Purchases of foreign securities are
usually made in foreign currencies and, as a result, the Fund may incur currency
conversion costs and may be affected favorably or unfavorably by changes in the
value of foreign currencies against the U.S. dollar. In addition, there may be
less information publicly available about a foreign company then about a U.S.
company, and foreign companies are not

-3-

<PAGE>

generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.

B. EQUITY SECURITIES. Equity securities include common stock, rights and
warrants. Common stocks, the most familiar type, represent an equity (ownership)
interest in a corporation. Warrants are options to purchase equity securities at
a specified price for a specific time period. Rights are similar to warrants,
but normally have a short duration and are distributed by the issuer to its
shareholders. Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's financial
condition and on overall market and economic conditions.

C. OPTION TRANSACTIONS. Each of the Small Cap Quant Fund and the Digital
Future Fund may invest up to 5% of its net assets in option transactions
involving individual securities and market indices. An option involves either
(a) the right or the obligation to buy or sell a specific instrument at a
specific price until the expiration date of the option, or (b) the right to
receive payments or the obligation to make payments representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option. Options are sold (written) on securities and market indices. The
purchaser of an option on a security pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the underlying security.
The purchaser of an option on a market index pays the seller a premium for the
right granted, and in return the seller of such an option is obligated to make
the payment. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Options on securities which a Fund sells (writes) will be covered or
secured, which means that it will own the underlying security (for a call
option); will segregate with the Custodian high quality liquid debt obligations
equal to the option exercise price (for a put option); or (for an option on a
stock index) will hold a portfolio of securities substantially replicating the
movement of the index (or, to the extent it does not hold such a portfolio, will
maintain a segregated account with the Custodian of high quality liquid debt
obligations equal to the market value of the option, marked to market daily).
When a Fund writes options, it may be required to maintain a margin account, to
pledge the underlying securities or U.S. government obligations or to deposit
liquid high quality debt obligations in a separate account with the Custodian.

The purchase and writing of options involves certain risks; for
example, the possible inability to effect closing transactions at favorable
prices and an appreciation limit on the securities set aside for settlement, as
well as (in the case of options on a stock index) exposure to indeterminate
liability. The purchase of options limits a Fund's potential loss to the amount

-4-

<PAGE>

of the premium paid and can afford the Fund the opportunity to profit from
favorable movements in the price of an underlying security to a greater extent
than if transactions were effected in the security directly. However, the
purchase of an option could result in a Fund losing a greater percentage of its
investment than if the transaction were effected directly. When a Fund writes a
covered call option, it will receive a premium, but it will give up the
opportunity to profit from a price increase in the underlying security above the
exercise price as long as its obligation as a writer continues, and it will
retain the risk of loss should the price of the security decline. When a Fund
writes a covered put option, it will receive a premium, but it will assume the
risk of loss should the price of the underlying security fall below the exercise
price. When a Fund writes a covered put option on a stock index, it will assume
the risk that the price of the index will fall below the exercise price, in
which case the Fund may be required to enter into a closing transaction at a
loss. An analogous risk would apply if a Fund writes a call option on a stock
index and the price of the index rises above the exercise price.

D. FUTURES CONTRACTS. Each of the Small Cap Quant Fund and the Digital
Future Fund may invest up to 5% of its net assets in futures contracts. When the
Small Cap Quant Fund or the Digital Future Fund purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future date.
When a Fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and sale
will take place is fixed when the Fund enters into the contract. Some currently
available futures contracts are based on specific securities, such as U.S.
Treasury bonds or notes, and some are based on indices of securities, such as
the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"). Futures can
be held until their delivery dates, or can be closed out before then if a liquid
secondary market is available.

The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a Fund's exposure to positive and negative price
fluctuations in the underlying instrument, much as if it had purchased the
underlying instrument directly. When a Fund sells a futures contract, by
contrast, the value of its futures position will tend to move in a direction
contrary to the market. Selling futures contracts, therefore, will tend to
offset both positive and negative market price changes, much as if the
underlying instrument had been sold. Successful use of futures contracts will
depend on the Adviser's ability to predict the future direction of stock prices
or interest rates and incorrect predictions by the Adviser may have an adverse
effect on the Funds. In this regard, it should be noted that the skills and
techniques necessary to arrive at such predictions are different from those
needed to predict price changes in individual stocks.

E. BORROWING. Each Fund may borrow up to one third of the value of its
total assets as a temporary measure for extraordinary or emergency purposes
(including to meet redemption requests). Because the Funds' investments will
fluctuate in value, whereas the interest obligations on borrowed funds may be
fixed, during times of borrowing, the Funds' net asset value may tend to
increase more when its investments increase in value, and decrease more when its
investments decrease in value. In addition, interest costs on borrowings may
fluctuate with changing market interest rates and may partially offset or exceed
the return earned on the borrowed funds. Also, during times of borrowing under
adverse market conditions, the Funds might have to

-5-

<PAGE>

sell portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales. No Fund will
purchase any securities while borrowings representing more than 5% of its assets
are outstanding.

F. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Fund may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities may take place as long as a month or more after the date of
the purchase commitment. The value of these securities is subject to market
fluctuation during this period and no income accrues to the Fund until
settlement takes place. The Fund maintains with the Custodian a segregated
account containing high grade liquid securities in an amount at least equal to
these commitments. In when-issued and delayed delivery transactions, the Fund
relies on the seller to complete the transaction. The seller's failure to
complete the transaction may cause the Fund to miss a price or yield considered
to be advantageous. A Fund may engage in these types of purchases in order to
buy securities that fit within its investment objective at attractive prices,
not to increase its investment leverage.

G. REPURCHASE AGREEMENTS Each Fund may invest in repurchase agreements
fully collateralized by obligations issued by the U.S. Government or by agencies
of the U.S. Government ("U.S. Government obligations"). A repurchase agreement
is a short-term investment in which the purchaser (i.e., the Fund) acquires
ownership of a U.S. Government obligation (which may be of any maturity) and the
seller agrees to repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which the Fund engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In the event of a
bankruptcy or other default of the seller, the Fund could experience both delays
in liquidating the underlying security and losses in value. However, each Fund
intends to enter into repurchase agreements only with Firstar Bank, N.A. (the
Fund's Custodian), other banks with assets of $1 billion or more and registered
securities dealers determined by the Adviser to be creditworthy. The Adviser
monitors the creditworthiness of the banks and securities dealers with which the
Fund engages in repurchase transactions.

H. SHORT SALES. Both the Small Cap Quant Fund and the Digital Future Fund
may sell a security short in anticipation of a decline in the market value of
the security. When a Fund engages in a short sale, it sells a security which it
does not own. To complete the transaction, a Fund must borrow the security in
order to deliver it to the buyer. The Fund must replace the borrowed security by
purchasing it at the market price at the time of replacement, which may be more
or less than the price at which the Fund sold the security. A Fund will incur a
loss as a result of the short sale if the price of the security increases
between the date of the short sale and the date on which the Fund replaces the
borrowed security. A Fund will realize a profit if the security declines in
price between those dates.

In connection with their short sales, the Small Cap Quant Fund and the
Digital Future Fund will each be required to maintain a segregated account with
the Custodian of cash or high grade liquid assets equal to the market value of
the securities sold less any collateral deposited with its broker. Each Fund
will limit its short sales so that no more than 10% of its net assets (less all
its liabilities other than obligations under the short sales) will be deposited
as collateral and allocated to

-6-

<PAGE>

the segregated account. However, the segregated account and deposits will not
necessarily limit the Fund's potential loss on a short sale, which is unlimited.

INVESTMENT LIMITATIONS

FUNDAMENTAL. The investment limitations described below have been adopted
by the Trust with respect to each Fund and are fundamental ("Fundamental"),
I.E., they may not be changed without the affirmative vote of a majority of the
outstanding shares of each Fund. As used in the Prospectus and the Statement of
Additional Information, the term "majority" of the outstanding shares of the
Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may be
changed by the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy are
considered non-fundamental ("Non-Fundamental").

1. BORROWING MONEY. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. SENIOR SECURITIES. The Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.

3. UNDERWRITING. The Funds will not act as underwriter of securities issued
by other persons. This limitation is not applicable to the extent that, in
connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.

4. REAL ESTATE. The Funds will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

5. COMMODITIES. The Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.

-7-

<PAGE>

6. LOANS. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

7. CONCENTRATION. No Fund will invest 25% or more of its total assets in a
particular industry except that the Digital Future Fund will invest 25% or more
of its total assets in the information technology industry sector. This
limitation is not applicable to investments in obligations issued or guaranteed
by the U.S. government, its agencies and instrumentalities or repurchase
agreements with respect thereto.

8. DIVERSIFICATION. With respect to securities comprising 75% of the value
of its total assets, the Digital Future Fund will not purchase securities of any
one issuer (other than cash, cash items (including receivables), securities
issued or guaranteed by the U.S. government or it agencies or instrumentalities
and repurchase agreements collateralized by such securities, and securities of
other investment companies) if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer or the Fund
would own more than 10% of the outstanding voting securities of the issuer.

With respect to the percentages adopted by the Trust as maximum limitations
on its investment policies and limitations, an excess above the fixed percentage
will not be a violation of the policy or limitation unless the excess results
immediately and directly from the acquisition of any security or the action
taken. This paragraph does not apply to the borrowing policy set forth in
paragraph 1 above.

Notwithstanding any of the foregoing limitations, any investment company,
whether organized as a trust, association or corporation, or a personal holding
company, may be merged or consolidated with or acquired by the Trust, provided
that if such merger, consolidation or acquisition results in an investment in
the securities of any issuer prohibited by said paragraphs, the Trust shall,
within ninety days after the consummation of such merger, consolidation or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of consummation.

NON-FUNDAMENTAL. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).

1. PLEDGING. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.

-8-

<PAGE>

2. BORROWING. No Fund will purchase any security while borrowings
representing more than 5% of its total assets are outstanding.

3. MARGIN PURCHASES. No Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.

4. SHORT SALES. The Alpha Analytics Value Fund will not effect short sales
of securities.

5. OPTIONS. The Alpha Analytics Value Fund will not purchase or sell puts,
calls, options or straddles.

6. ILLIQUID INVESTMENTS. No Fund will invest in securities for which there
are legal or contractual restrictions on resale and other illiquid securities.

7. LOANS OF PORTFOLIO SECURITIES. No Fund will make loans of portfolio
securities (the Funds have no current intention to loan portfolio securities).

INVESTMENT ADVISORY ARRANGEMENTS

INVESTMENT ADVISER. The investment adviser to each Fund is Alpha Analytics
Investment Group LLC, 1901 Avenue of the Stars, Suite 1100, Los Angeles, CA
90067 (the "Adviser"). Robert E. Gipson, is a Trustee and the President of the
Trust. He is also the President and managing member of the Adviser and, as such,
controls the Adviser. As a result, he is an affiliate of the Trust and the
Adviser.

Under the terms of each Fund's management agreement (each an "Agreement" or
collectively the "Agreements"), the Adviser manages each Fund's investments
subject to approval of the Board of Trustees and pays all of the expenses of
each Fund except brokerage, taxes, interest, fees and expenses of the
non-interested person trustees and extraordinary expenses. As compensation for
its management services and agreement to pay the Fund's expenses, each Fund is
obligated to pay the Adviser a fee computed and accrued daily and paid monthly
at an annual rate of 1.50% of the average daily net assets of the Fund. The
Adviser may waive all or part of its fee, at any time, and at its sole
discretion, but such action shall not obligate the Adviser to waive any fees in
the future. For the period January 1, 1999 (commencement of operations) through
July 31, 1999, the Value Fund paid advisory fees of $14,090 and the Small Cap
Quant Fund paid advisory fees of $7,782.

The Adviser retains the right to use the name "Alpha Analytics" or any
variation thereof in connection with another investment company or business
enterprise with which the Adviser is or may become associated. The Trust's right
to use the name "Alpha Analytics" in connection with each Fund automatically

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<PAGE>

ceases ninety days after termination of the respective Agreement and may be
withdrawn by the Adviser on ninety days written notice.

The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Funds believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Funds believes that there would be no material impact on any Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. Each Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Funds, no preference will be shown for such
securities.

SUB-ADVISER. Cambiar Investors, Inc., ("Cambiar") is the Sub-adviser to the
Value Fund. Cambiar is a wholly-owned subsidiary of United Asset Management
Corporation, a holding company. Under the terms of the Sub-Advisory Agreement,
the Sub-adviser receives a fee from the Adviser computed and accrued daily and
paid monthly at an annual rate of 0.50% of the average daily net assets of the
Fund.

Subject always to the control of the Board of Trustees, the Sub-Adviser, at
its expense, furnishes continuously an investment program for the Value Fund.
The Sub-Adviser must use its best judgement to make investment decisions on
behalf of the Value Fund, place all orders for the purchase and sale of
portfolio securities and execute all agreements related thereto. The Sub-Adviser
makes its officers and employees available to the Adviser from time to time at
reasonable times to review investment policies of the Value Fund and to consult
with the Adviser regarding the investment affairs of the Fund. The Sub-Adviser
maintains books and records with respect to the securities transactions of the
Value Fund and renders to the Adviser such periodic and special reports as the
Adviser or the Trustees may request. The Sub-Adviser pays all expenses incurred
by it in connection with its activities under this Agreement other than the cost
(including taxes and brokerage commissions, if any) of securities and
investments purchased for the Value Fund.

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the
Trust. The names of the Trustees and executive officers of the Trust are shown
below. Each Trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, is indicated by an asterisk.

===================================== ================= ============================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------------------------------------- ----------------- ----------------------------------------------------------------------------
<S> <C> <C>
Robert E. Gipson* President and Vice President of Sundance Group, Inc., a holding company, from 1993 to
Age: 53 Trustee present; Chairman of National Mercantile Bancorp from June 1997 to present;
1901 Avenue of the Stars Director of National Mercantile Bancorp from October 1996 to present; Of
Suite 1100 Counsel at Gipson, Hoffman & Pancione from July 1997 to present; Officer at
Los Angeles, CA 90067 Gipson, Hoffman & Pancione from December 1983 to July 1997; Owner/Officer of
Corporate Management Group, Inc., a business and financial consulting
company, from August 1988 to present.
- ------------------------------------- ----------------- ----------------------------------------------------------------------------
Jack P. McNally* Secretary, Vice President of Corporate Management Group, Inc. from 1989 to present.
Age: 44 Treasurer and
1901 Avenue of the Stars Trustee
Suite 1100
Los Angeles, CA 90067
- ------------------------------------- ----------------- ----------------------------------------------------------------------------
Donald J. Alschuler Trustee Partner of Donlyn Company, a private investment company, from 1962 to
Age: 64 present; Vice President of Lyndon Distribution Services, Inc., a warehousing
13104 Nimrod Place and distribution company, from 1988 to 1998; Chairman of Wisdom, Inc., a
Los Angeles, CA 90049 business advisory services company, from 1991 to present; President of
Modern Service Office Supply Co., Inc., an office products marketer and
distributor, from 1963 to 1993.
- ------------------------------------- ----------------- ----------------------------------------------------------------------------
Michelle M. Schoeffel Trustee Chief Executive Officer and Chairwoman of Pacific American Securities, a
Age: 39 broker/dealer, from January 1998 to present; Vice President of Mellon
550 South Hope Street Private Asset Management from November 1993 to April 1997.
Suite 1025
Los Angeles, CA 90071
- ------------------------------------- ----------------- ----------------------------------------------------------------------------
Felice R. Cutler Trustee Retired Partner at the Law Offices of Cutler & Cutler from 1966 to 1998;
Age: 62 Director of Aegis Consumer Funding Group, Inc., a consumer finance company,
813 Greenway Drive from 1996 to 1998; Trustee of Astra Institutional Securities Trust and Astra
Beverly Hills, CA 90210 Institutional Trust from 1995 to 1997; Director and Trustee of Pilgrim Group
Family of Funds
from 1986 to 1995.
===================================== ================= ============================================================================
</TABLE>

Trustee fees are Trust expenses and each series of the Trust pays a portion
of the Trustee fees. The following table sets forth the Trustees' compensation
for the first fiscal period of the Trust ended July 31, 1999.

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<PAGE>

==================================== =======================================
TOTAL COMPENSATION
FROM TRUST (THE TRUST IS
NAME NOT IN A FUND COMPLEX)
- ------------------------------------ ---------------------------------------
Robert E. Gipson $0
- ------------------------------------ ---------------------------------------
Jack P. McNally $0
- ------------------------------------ ---------------------------------------
Donald J. Alschuler $6,000
- ------------------------------------ ---------------------------------------
Michelle M. Schoeffel $6,000
- ------------------------------------ ---------------------------------------
Felice R. Cutler $6,000
==================================== =======================================

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for each Fund's portfolio decisions and the placing of
each Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.

The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Funds effect securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Funds.

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<PAGE>

Although research services and other information are useful to the Funds and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Funds under the
Agreement.

Over-the-counter transactions will be placed either directly with principal
market makers or with broker-dealers, if the same or a better price, including
commissions and executions, is available. Fixed income securities are normally
purchased directly from the issuer, an underwriter or a market maker. Purchases
include a concession paid by the issuer to the underwriter and the purchase
price paid to a market maker may include the spread between the bid and asked
prices.

To the extent that the Trust and another of the Adviser's clients seek to
acquire the same security at about the same time, the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by more than one client, the resulting participation in
volume transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.
For the period January 1, 1999 (commencement of operations) through July 31,
1999, the Value Fund paid brokerage commissions of $2,932 and the Small Cap
Quant Fund paid brokerage commissions of $3,293.

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of each Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Price of Shares" in
the Prospectus.

TAX STATUS

TAXATION OF THE FUNDS

Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, the Fund will not be liable for federal income taxes on its taxable
net investment income and capital gain net income that are distributed to
shareholders, provided that the Fund distributes at least 90% of its net
investment income and net short-term capital gain for the taxable year and
satisfies certain other requirements.

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<PAGE>

The Code imposes a non-deductible 4% excise tax on a regulated investment
company that fails to distribute during each calendar year an amount equal to
the sum of (1) at least 98% of its ordinary income for the calendar year, (2) at
least 98% of its net capital gains for the twelve-month period ending on October
31 of the calendar year and (3) any portion (not taxable to the Fund) of the
respective balance from the preceding calendar year. Each Fund intends to make
such distributions as are necessary to avoid imposition of this excise tax.

TAXATION OF THE SHAREHOLDER

Taxable distributions generally are included in a shareholder's gross
income for the taxable year in which they are received. However, dividends
declared in October, November or December and made payable to shareholders of
record in such a month will be deemed to have been received on December 31, if
the Fund pays the dividends during the following January. To the extent net
investment income of the Fund arises from dividends on domestic common or
preferred stock, some of the Fund's distributions will qualify for the 70%
corporate dividends-received deduction. All Shareholders will be notified
annually regarding the tax status of distributions received from a Fund.

Distributions by a Fund will result in a reduction in the fair market value
of the Fund's shares. Should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution nevertheless would be taxable to the
shareholder as ordinary income or long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
purchased at that time includes the amount of any forthcoming distribution.
Those investors purchasing the Fund's shares just prior to a distribution may
receive a return of investment upon distribution which will nevertheless be
taxable to them.

A shareholder of a Fund should be aware that a redemption of shares
(including any exchange into another Portfolio) is a taxable event and,
accordingly, a capital gain or loss may be recognized. If a shareholder of the
Fund receives a distribution taxable as long-term capital gain with respect to
shares of the Fund and redeems or exchanges shares before he has held them for
more than six months, any loss on the redemption or exchange (not otherwise
disallowed as attributable to an exempt-interest dividend) will be treated as
long-term capital loss to the extent of the long term capital gain recognized.

OTHER TAX CONSIDERATIONS

Distributions to shareholders may be subject to additional state, local and
non-U.S. taxes, depending on each shareholder's particular tax situation.
Shareholders subject to tax in certain states may be exempt from state income
tax on distributions made by the Fund to the extent such distributions are
derived from interest on direct obligations of the United States Government.
Shareholders are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in shares of a Fund.

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<PAGE>

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:

P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at
the end of the applicable
period of the hypothetical
$1,000 investment made at
the beginning of the
applicable period.

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.

In addition to providing average annual total return, the Funds may also
provide non-standardized quotations of total return for differing periods and
may provide the value of a $10,000 investment (made on the date of the initial
public offering of the Funds' shares) as of the end of a specified period.

Each Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with each Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period January
1, 1999 (commencement of operations) through July 31, 1999, the Value Fund's
average annual total return was 19.20% and the Small Cap Quant Fund's average
annual total return was 11.40%.

From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of any of the
Funds may be compared to indices of broad groups of unmanaged securities
considered to be representative of or similar to the portfolio holdings of the
Funds or considered to be representative of the stock market in general. The
Funds may use the Standard & Poor's 500 Stock Index or the Dow Jones Industrial
Average.

In addition, the performance of any of the Funds may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of any of the Funds. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's and Fortune also may be used.

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian
of the Funds' investments. The Custodian acts as the Funds' depository,
safekeeps its portfolio securities, collects all income and other payments with
respect thereto, disburses funds at the Funds' request and maintains records in
connection with its duties.

TRANSFER AGENT

American Data Services, Inc. ("ADS"), P.O. Box 5536, Hauppauge, New York
11788-0132, acts as the Funds' transfer agent and, in such capacity, maintains
the records of each shareholder's account, answers shareholders' inquiries
concerning their accounts, processes purchases and redemptions of the Funds'
shares, acts as dividend and distribution disbursing agent and performs other
accounting and shareholder service functions. In addition, ADS, in its capacity
as Fund Administrator, provides the Funds with certain monthly reports,
record-keeping and other management-related services. For the period January 1,
1999 (commencement of operations) through July 31, 1999, the Adviser paid fees
of $25,664 on behalf of the Value Fund, and $25,626 on behalf of the Small Cap
Quant Fund, to ADS for these services.

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending July 31, 2000. McCurdy & Associates performs an annual audit
of the Funds' financial statements and provides financial, tax and accounting
consulting services as requested.

DISTRIBUTOR

AmeriMutual Fund Distributors, Inc. (the "Distributor"), P.O. Box 5536,
Hauppauge, New York 11788-0132, is the exclusive agent for distribution of
shares of the Funds. The Distributor is obligated to sell the shares of the
Funds on a best efforts basis only against purchase orders for the shares.
Shares of the Funds are offered to the public on a continuous basis. The
Distributor is an affiliated company of ADS, the Funds' transfer agent.

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<PAGE>

FINANCIAL STATEMENTS

The financial statements and independent auditor's report required to be
included in the statement of additional information are hereby incorporated by
reference to the Funds' Annual Report to the shareholders for the period ended
July 31, 1999. The Trust will provide the Annual Report without charge by
calling the Fund at 877-ALPHA40 (877-257-4240).