VALUE TREND FUNDS, 485BPOS, 2000-09-28

VALUE TREND FUNDS
485BPOS, 2000-09-28

Previous: VALUE TREND FUNDS, 24F-2NT, 2000-09-28

Next: EQUITY SECURITIES TRUST MUNICIPAL SYMPHONY SERIES, 24F-2NT, 2000-09-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 3 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4
(Check appropriate box or boxes)

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

VALUE TREND FUNDS
(Exact Name of Registrant as Specified in Charter)

411 West Madison Avenue
El Cajon, CA 92020
(Address of Principal Executive Offices)

1-619-588-9700
(Registrant's Telephone Number)

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

AGENT FOR SERVICE:

Ross C. Provence
Value Trend Funds
411 West Madison Avenue
El Cajon, CA 92020

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

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

[X] immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] on (date) pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box

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

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

[Outside front cover]

PROSPECTUS
October 1, 2000

Value Trend Funds

Value Trend
Large Cap Fund
For Investors Seeking Long-Term Growth of Capital

Value Trend
Focus Fund
For Investors Seeking Long-Term Growth of Capital

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved of these securities, nor has the Commission determined
that this Prospectus is complete or accurate. Any representation to the contrary
is a criminal offense.

Value Trend Funds
411 West Madison Avenue
El Cajon, CA 92020

Logo

<PAGE>

Table of Contents

The Funds 4
The Objective of the Large Cap Fund 4
The Principal Investment Strategies and Policies of the Large Cap Fund 4
The Objective of the Focus Fund 5
The Principal Investment Strategies and Policies of the Focus Fund 5
The Investment Selection Process Used by the Funds 6
Risks in General 6
The Principal Risks of Investing in the Value Trend Large Cap Fund 7
The Principal Risks of Investing in the Value Trend Focus Fund 7
The Principal Risks of Investing in all Funds 7
Who Should Invest 8
Performance History 9
Costs of Investing in the Funds 10
Expense Example 10
Additional Investment Strategies and Risk Considerations 11
Who Manages the Funds 14
The Investment Adviser 14
How to Buy and Sell Shares 15
Pricing of Fund Shares 15
Investing in the Funds 16
Minimum Investments 16
Types of Account Ownership 17
Instructions For Opening and Adding to an Account 18
Telephone and Wire Transactions 19
Tax-Deferred Plans 20
Types of Tax-Deferred Accounts 21
Automatic Investment Plans 22
Instructions For Selling Fund Shares 22
Additional Redemption Information 24
Shareholder Communications 26
Dividends and Distributions 26
Taxes 27
Financial Data 28
Trustees and Officers 30
Other Information 31

Prospectus 2

<PAGE>

Your Guide
to the Prospectus

This Prospectus is designed to help you make an informed decision about whether
investing in the Value Trend Funds is appropriate for you. Please read it
carefully before investing and keep it on file for future reference. To make
this Prospectus easy for you to read and understand, we have divided it into
three sections: The Funds, Who Manages the Funds and How to Buy and Sell Shares.
Each section is organized to help you quickly identify the information that you
are looking for. The first section, The Funds, tells you four important things
about each Fund that you should know before you invest:

* The Fund's investment objective - what each Fund is trying to achieve.

* The principal investment strategies of the Funds - how each Fund tries to meet
its investment objective.

* The Funds' method of selecting investments - how the Funds choose their
primary investments.

* Risks you should be aware of - the principal risks of investing in the Funds.
The other sections of the Prospectus - Who Manages the Funds and How to Buy and
Sell Shares - provide you with information about each Fund's management, the
services and privileges available to you, how we price shares of each Fund and
how to buy and sell shares of the Funds.

Prospectus 3

<PAGE>

The Funds

Value Trend Large Cap Fund

The Objective of the Fund

* The Large Cap Fund seeks long-term growth of capital.

The Principal Investment Strategies and Policies of the Large Cap Fund

* The Fund invests primarily in common stocks of well-established, high-quality
US Companies that have a market capitalization of $5 billion or more.

* The Fund invests in companies that may generate income from international
markets through their international divisions.

* The Fund's Advisor considers, among other things, consistency of earnings,
earnings growth rate, and return on equity when selecting investments.

* The Fund concentrates its investments in the technology sector which means at
least 25% and as much as 100% of the Fund's total assets can be invested in
technology, including concentration in a particular industry.

[Side panel: EACH Fund's daily share price can be found at the Value Trend Web
Page at http://www.valuetrend.com or by calling 1-800-590-0898.]

[Side panel: EACH Fund's objective may be changed by the Board of Trustees
without shareholder approval. You will receive advance written notice of any
material changes to the Fund's objective. If there is a material change, you
should consider whether the Fund remains an appropriate investment for you.]

[Side panel: Market capitalization is the most commonly used measure of the size
and value of a company. A company's market capitalization is computed by
multiplying the current share price by the total number of shares outstanding.]

Prospectus 4

<PAGE>

Value Trend Focus Fund

The Objective of the Fund

* The Focus Fund seeks long-term growth of capital.

The Principal Investment Strategies and Policies of the Focus Fund

* The Fund invests primarily in a core position of 20-30 common stocks selected
for their long-term growth potential.

* The Fund may invest in both small and large companies, without regard to their
size.

* The Fund invests primarily in growth companies whose revenues and earnings are
likely to grow faster than the economy as a whole, offering above-average
prospects for capital appreciation and little or no emphasis on dividend income.

ALL FUNDS

* The Funds are "non-diversified" portfolios, which means they can invest in
fewer securities at any one time than diversified portfolios.

* Under adverse market conditions, when investment opportunities are limited, or
in the event of exceptional redemption requests, the Funds may hold cash or
cash-equivalents and invest without limit in obligations of the U.S. Government
and its agencies and in money market securities, including high-grade commercial
paper, certificates of deposit, repurchase agreements and short-term debt
securities. Under these circumstances, the Funds may not participate in stock
market advances or declines to the same extent they would had they remained more
fully invested in common stocks. As a result, each Fund may not achieve its
investment objective.

[Side panel: MUTUAL FUNDS GENERALLY emphasize either "value" or "growth" styles
of investing. Value funds invest in companies that appear underpriced according
to certain financial measurements of their intrinsic worth or business
prospects. Growth funds invest in companies that exhibit faster-than-average
growth in revenues and earnings, appealing to investors who are willing to
accept more volatility in hopes of a greater increase in share price. The Funds
invests primarily in companies that the Advisor believes are undervalued and may
display greater-than-average growth in revenues and earning. This type of
investment style is a combination of "value" and "growth" investing.]

[Side panel: All mutual funds must elect to be "diversified" or
"non-diversified." As a non-diversified portfolio, each Fund may invest half of
its total assets in two or more securities, while the other half is spread out
among investments not exceeding 5% of a Fund's total assets at the time of
purchase. As a result, the Funds have the ability to take larger positions in a
smaller number of securities than a diversified portfolio. These limitations do
not apply to U.S. Government securities.]

Prospectus 5

<PAGE>

The Investment Selection Process Used by the Funds

Value Trend Capital Management, LP, the investment adviser follows a growth and
value investment strategy. Its investment objective is to seek long-term growth
of capital by investing primarily in common and preferred stocks and warrants or
other rights and convertible securities.

The Adviser uses several approaches in analyzing economic value, but considers
the primary determinant of value to be a company's long-term ability to generate
profits and top-line sales growth. The Adviser also considers whether a stock is
trading at a price below which the investment adviser believes it should be
trading based on price relative to projected future earnings, price relative to
return on equity and price relative to the earnings growth rate. Once the
Adviser has identified a potential stock for a portfolio, the Adviser will
consider it for a Fund based on fundamental analysis.

Risks in General

Domestic and foreign economic growth and market conditions, interest rate
levels, and political events are among the factors affecting the securities
markets of the Funds' investments. There is the risk the Adviser will not
accurately predict the direction of these and other factors and, as a result,
the Adviser's investment decisions may not accomplish what they were intended to
achieve. You could lose money investing in the Funds. You should consider your
own investment goals, time horizon, and risk tolerance before investing in the
Funds. An investment in the Funds may not be appropriate for all investors and
is not intended to be a complete investment program.

[Side panel: FUNDAMENTAL VS. TECHNICAL ANALYSIS: There are two major schools of
stock market analysis used in determining whether a particular stock or group of
stocks are undervalued or overvalued relative to their current market price. The
first major school is "fundamental analysis" which relies on an analysis of the
balance sheet and income statements of companies in order to forecast their
future stock price movements. The other major school is "technical analysis"
which is not concerned with the financial position of a company, but instead
relies on price and volume movements through the use of charts and computer
programs to identify and project trends in a market or security. The Adviser
relies on fundamental analysis in selecting portfolio securities for the Funds.]

Prospectus 6

<PAGE>

The Principal Risks of Investing in the Value Trend Large Cap Fund

The Large Cap Fund invests primarily in common stocks of well-established,
high-quality US Companies that have a market capitalization of $5 billion or
more. In the event that the US economy becomes unstable or large capitalized
companies are out of favor, the Value Trend Large Cap Fund share price could
fluctuate significantly. In the event that the Large Cap Fund concentrates
investments in any one industry, including the technology industry, the Fund is
subject to the risk that companies in that industry are likely to react
similarly to legislative or regulatory changes, adverse market conditions and/or
increased competition affecting that market segment. Although the Adviser
currently believes that investments by the Fund in certain industries (ie, the
technology industry) will offer greater opportunity for growth of capital than
investments in other industries, such investments can fluctuate dramatically in
value and may expose you to greater than average risk.

The Principal Risks of Investing in the Value Trend Focus Fund

The Focus Fund invests primarily in a core position of 20-30 common stocks
selected for their long-term growth potential. Because the fund invests in fewer
companies than a more diversified fund, shareprice may fluctuate substantially
on a day to day basis. The focus on technology companies may also expose you to
greater than average risk. The Focus Fund may invest in companies with
relatively small market capitalization. See "Small Companies" on page 12.
Investments in companies with relatively small capitalization may involve
greater risk than is usually associated with stocks of larger companies.

The Principal Risks of Investing in all Funds

Risks of Investing in Common Stocks
The Funds invest primarily in the common stocks, which subjects the Funds and
its shareholders to the risks associated with common stock investing. These
risks include the financial risk of selecting individual companies that do not
perform as anticipated, the risk that the stock markets in which the Funds
invest may experience periods of turbulence and instability, and the general
risk that domestic and global economies may go through periods of decline and
cyclical change.

Prospectus 7

<PAGE>

Many factors affect an individual company's performance, such as the strength of
its management or the demand for its product or services. You should be aware
that the value of a company's share price may decline as a result of poor
decisions made by management or lower demand for the company's products or
services. In addition, a company's share price may also decline if its earnings
or revenues fall short of expectations.

Overall stock market risks may also affect the value of the Funds. Over time,
the stock markets tend to move in cycles, with periods when stock prices rise
generally and periods when stock prices decline generally. The value of the
Funds' investments may increase or decrease more than the stock markets in
general.

Management Risk
Under the management contracts for each Fund, Value Trend Capital Management,
LP, assumes the financial responsibility to pay from its management fees the
ordinary operating expenses of each Fund. Because the funds became effective on
January 1, 1999, the management fees do not cover all operating expenses. Ross
Provence, the managing general partner of the Adviser has agreed to subsidize
the Adviser and the Funds for a period of three years to cover such operating
expenses.

Risk of Non-Diversification
As previously mentioned, the Funds are non-diversified portfolios, which means
that they have the ability to take larger positions in a smaller number of
securities than a diversified portfolio. Non-diversification increases the risk
that the value of the Funds could go down because of the poor performance of a
single investment.

Who Should Invest

The Funds may be suitable for you if:

* You are seeking long-term growth of capital - at least five years.

* You can tolerate greater risks associated with common stock investments.

* You are not looking for current income.

* You characterize your investment temperament as "relatively aggressive."

* You are seeking funds that emphasizes investments in a focused group of
common stocks

* You are willing to accept significant fluctuations in share price.

* You are not pursuing a short-term goal or investing emergency reserves.

Prospectus 8

<PAGE>

Performance History

The bar charts and tables below show the variability of the Large Cap Fund's and
the Focus Fund's returns, which is one indicator of the risks of investing in
the Funds. The bar charts show each Fund's performance for the full calendar
year of 1999 together with the best and worst quarters since inception (1/01/99)
through June 30, 2000. The tables compare each Fund's average annual returns for
1999, year to date performance and since inception performance information
compared to the S&P 500 Index. As with all mutual funds, past performance is no
indication of future results. Value Trend Large Cap Fund(Annual return for 1999)

1999 Return
=========================== 52.80%

================================================================================
Best Quarter (12/31/99) +38.66% Worst Quarter (6/30/00) -5.60%
================================================================================

1999 Year To Date Since Inception(1)
01/01/99 1/01/00 1/01/99
to to to
12/31/99 6/30/00 6/30/00

Value Trend
Large Cap 52.80% 23.50% 53.06%

S&P 500 (2) 21.04% -0.43% 13.30%

Value Trend Focus Fund
(Annual return for 1999)

1999 Return
======================== 47.20%

================================================================================
Best Quarter (12/31/99) +35.29% Worst Quarter (6/30/00) -11.28%
================================================================================

1999 Year To Date Since Inception(1)
1/01/99 1/01/00 1/01/99
to to to
12/31/99 6/30/00 6/30/00

Value Trend
Focus Fund 47.20% 7.95% 36.40%

S&P 500 (2) 21.04% -0.43% 13.30%

(1) Since Inception is the average annual total return.

(2) The S&P 500 is the Standard and Poor's composite index of 500 stocks, a
widely recognized, unmanaged index of common stock prices.

Prospectus 9

<PAGE>

Costs of Investing in the Funds

The following table describes the expenses and fees that you may pay if you buy
and hold shares of the Funds. Annual fund operating expenses are paid out of the
assets of the Funds, so their effect is already included in the Fund's daily
share price.

[Side panel: The Funds are no-load funds, which means you do not pay any fees
when you buy or sell shares of the Funds. As a result, all of your investment
goes to work for you.]

Shareholder Fees Large Cap Focus
(fees paid directly from your investment) Fund Fund
Sales Charge (Load) Imposed on Purchases None None
Deferred Sales Charge (Load) None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 1.25% 1.35%
12b-1 Distribution Fees None None
Other Expense None None
Total Annual Fund Operating Expenses 1.25% 1.35%

Expense Example

The following example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The examples assumes
that you invest $10,000 in a Fund for the time periods indicated and then redeem
all of your shares at the end of those periods. The examples also assumes that
your investment has a 5% annual return each year and that the Funds' operating
expenses remain the same each year. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

Shareholder transaction expenses

One Year Three Years Five Years Ten Years
Your costs:

Large Cap Fund $127 $397 $686 $1,511

Focus Fund $137 $428 $739 $1,624

[Side panel: UNDERSTANDING EXPENSES:
Operating a mutual fund involves a variety of expenses including those for
portfolio management, shareholder statements, tax reporting and other services.
These expenses are paid from the Fund's assets in the form of a management fee.
Their effect is already factored into the Fund's daily share price and returns.]

Prospectus 10

<PAGE>

Additional Investment Strategies and Risk Considerations

General

The Funds invests primarily in common stocks and similar securities, including
preferred stocks, warrants, securities convertible into common stock and
securities purchased on a when-issued basis.

Common Stocks and Other Equity Securities

Common stocks and similar equity securities are securities that represent an
ownership interest (or the right to acquire such an interest) in a company and
include securities convertible for or convertible into common stocks (e.g.
warrants). While offering greater potential for long-term growth, common stocks
and similar equity securities are more volatile and more risky than some other
forms of investment. Therefore, the value of your investment in a Fund may
sometimes decrease instead of increase. The Focus Fund may invest in equity
securities of companies with relatively small market capitalization. Securities
of such companies may be more volatile than the securities of larger, more
established companies and the broad equity market indices. See "Small Companies"
below.

The Focus Fund investments may include securities traded "over-the-counter" as
well as those traded on a securities exchange. Some over-the-counter securities
may be more difficult to sell under some market conditions. Convertible
securities include other securities, such as warrants, that provide an
opportunity for equity participation. Because convertible securities can be
converted into equity securities, their values will normally increase or
decrease as the values of the underlying equity securities increase or decrease.
The movements in the prices of convertible securities, however, may be smaller
than the movements in the value of the underlying equity securities.

Portfolio Turnover

The Funds generally purchases securities for long-term investment although, to a
limited extent, the Funds may purchase securities in anticipation of relatively
short-term price gains. Short-term transactions may also result from liquidity
needs, securities having reached a price or yield objective, changes in interest
rates, or by reason of economic or other developments not foreseen at the time
of the investment decision. It is not possible to predict the Funds' portfolio
turnover rates with certainty. Value Trend Capital Management, LP has indicated,
however, that it does not expect that the annual portfolio turnover rate of the
Fund(s) it manages would normally exceed the following rates: 100% for the Large
Cap Fund and 200% for the Focus Fund. Any Fund's portfolio turnover rate in any
year could be significantly higher or lower than these estimates.

Prospectus 11

<PAGE>

* Higher levels of portfolio turnover may result in higher transactions costs
and higher levels of realized capital gains.

* Tax Efficiency Value Trend Capital Management, LP, will make a concentrated
effort to manage the Funds in a tax efficient manner. There is no assurance that
this objective can be obtained. The information under Portfolio Turnover may be
affected by the Adviser's ability to execute this policy.

Small Companies

The Focus Fund may invest in companies with relatively small market
capitalization. See "The Funds" above. Investments in companies with relatively
small capitalization may involve greater risk than is usually associated with
stocks of larger companies. These companies often have sales and earnings growth
rates which exceed those of companies with larger capitalization. Such growth
rates may in turn be reflected in more rapid share price appreciation. However,
companies with smaller capitalization often have limited product lines, markets
or financial resources and may be dependent upon a relatively small management
group. The securities may have limited marketability and may be subject to more
abrupt or erratic movements in price than securities of companies with larger
capitalization or market averages in general. The net asset value per share of
Funds that invest in companies with smaller capitalization therefore may
fluctuate more widely than market averages.

Repurchase Agreements

Under a repurchase agreement, a Fund buys securities from a seller, usually a
bank or brokerage firm, with the understanding that the seller will repurchase
the securities at a higher price at a later date. If the seller fails to
repurchase the securities, the Fund has rights to sell the securities to third
parties. Repurchase agreements can be regarded as loans by the Fund to the
seller, collateralized by the securities that are the subject of the agreement.
Repurchase agreements afford an opportunity for the Fund to earn a return on
available cash at relatively low credit risk, although the Fund may be subject
to various delays and risks of loss if the seller fails to meet its obligation
to repurchase.

The staff of the SEC is currently of the view that repurchase agreements
maturing in more than seven days are illiquid securities.

Loans of Securities

Prospectus 12

<PAGE>

er who has delivered equivalent collateral. These loans are subject to
termination at the option of the Fund or the borrower. A Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent collateral
to the borrower or placing broker. It is not currently anticipated that any Fund
will have on loan at any given time securities totaling more than one-fourth of
its net assets. A Fund runs the risk that the counterparty to a loan transaction
will default on its obligation and that the value of the collateral received may
be insufficient to cover the securities loaned as a result of an increase in the
value of the securities of decline in the value of the collateral.

Options

The Funds may write (i.e. sell) covered call and put options and purchase put
and call options on securities that are traded on United States listed markets.
The value of the underlying securities on which the options may be written at
any one time will not exceed 15% of the Fund's total assets. The Fund will not
purchase put or call options if the aggregate premium paid for such options
would exceed 5% of the Fund's total assets at the time of purchase. The risks
associated with options are that the option does not follow the price movement
of the underlying security. Moreover, gains and losses depend on the investment
adviser's ability to predict correctly the direction of stock prices, interest
rates, and other economic factors.

Short Sales Against The Box

Each Fund may sell short securities the Fund owns or has the right to acquire
without further consideration, a technique called selling short "against the
box." Short sales against the box may protect the Fund against the risk of
losses in the value of its portfolio securities because any unrealized losses
with respect to such securities should be wholly or partially offset by a
corresponding gain in the short position. However, any potential gains in such
securities should be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock in a profit on a
security when, for tax reasons or otherwise, the Adviser does not want to sell
the security. The Trust does not currently expect that more than 20% of any
Fund's total assets would be involved in short sales against the box. For a more
complete explanation, please refer to the Statement of Additional Information.

Prospecrtus 13

<PAGE>

Who Manages the Funds

The Investment Adviser

Value Trend Capital Management, LP, is the investment adviser of each Fund and
has responsibility for the management of the Funds' affairs, under the
supervision of the Trust's Board of Trustees. Each Fund's investment portfolio
is managed on a day-to-day basis by Value Trend Capital Management, LP, under
the general oversight of the Board of Trustees.

Value Trend Capital Management, LP, was organized in 1995 and has been managing
investment accounts and money since that time. The Adviser serves as investment
adviser to individuals, trusts, retirement plans, and non-profit organizations,
and has been managing the Value Trend Funds since their inception in January of
1999. The address of Value Trend Capital Management, LP, is 411 West Madison
Avenue, El Cajon, Ca 92020. The General Partners of Value Trend Capital
Management, LP, are Ross C. Provence and Jeffrey R. Provence who also act as
Trustees to the Trust. Each owns 50% and therefore are regarded to control Value
Trend Capital Management, LP, for purposes of the 1940 Act.

Value Trend Capital Management, LP, manages the investment portfolio of each
Fund, subject to policies adopted by the Trust's Board of Trustees. Under the
Investment Advisory Agreement, the Adviser, at its own expense and without
reimbursement from the Trust, furnishes office space and all necessary office
facilities, equipment and executive personnel necessary for managing the Funds.
Value Trend Capital Management also pays the salaries and fees of all officers
and trustees of the Trust who are also officers, directors, or employees of
Value Trend. For its services, the Adviser receives a fee of 1.25% per year of
the average daily net assets of the Value Trend Large Cap Fund and 1.35% per
year of the average daily net assets of the Value Trend Focus Fund.

Prospectus 14

<PAGE>

How to Buy and Sell Shares

Pricing of Fund Shares

The price you pay for a share of the Fund, and the price you receive upon
selling or redeeming a share of the Fund, is called the Fund's net asset value
("NAV"). The NAV is calculated by taking the total value of the Fund's assets,
subtracting its liabilities, and then dividing by the total number of shares
outstanding, rounded to the nearest cent:

Net Asset Value = Total Assets - Liabilities / Number of Shares Outstanding

The NAV is generally calculated as of the close of trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time) every day the Exchange is open. All
purchases, redemptions or reinvestments of Fund shares will be priced at the
next NAV calculated after your order is received in proper form by the Fund's
Transfer Agent, Mutual Shareholder Services. Your order must be placed with the
Transfer Agent prior to the close of the trading of the New York Stock Exchange
in order to be confirmed for that day's NAV. The Fund's investments are valued
at market value or, if a market quotation is not readily available, at the fair
value determined in good faith by the Adviser, subject to the review and
oversight of the Fund's Board of Trustees. The Fund may use pricing services to
determine market value.

Prospectus 15

<PAGE>

Investing in the Funds

You may purchase shares directly through the Fund's Transfer Agent or through a
brokerage firm or other financial institution that has agreed to sell the Fund's
shares. If you are investing directly in the Fund for the first time, you will
need to establish an account by completing a Shareholder Account Application.
(To establish an IRA, complete an IRA Application.) To request an application,
call toll-free 1-800-590-0898 or visit our website at www.valuetrend.com to
download an application. Your initial investment minimum can be found in the
table below. The Funds reserves the right to change the amount of these minimums
from time to time or to waive them in whole or in part for certain accounts.
Investment minimums may be higher or lower to investors purchasing shares
through a brokerage firm or other financial institution.

[Side panel: INVESTMENTS MADE THROUGH BROKERAGE FIRMS OR OTHER FINANCIAL
INSTITUTIONS: If you invest through a brokerage firm or other financial
institution, the policies and fees may be different than those described here.
Financial advisers, financial supermarkets, brokerage firms, and other financial
institutions may charge transaction and other fees and may set different minimum
investments or limitations on buying or selling shares. Consult a representative
of your financial institution if you have any questions. Your financial
institution is responsible for transmitting your order in a timely manner.]

Minimum Investments
Initial Additional
Regular Account $1,000 $50
Automatic Investment Plan $250 $50*
IRA Account $250 $50
Education IRA $250 $50

*An Automatic Investment Plan requires a $50 minimum automatic monthly or
quarterly investment.

All purchases must be made in U.S. dollars and checks must be drawn on U.S.
banks. No cash, credit cards or third party checks will be accepted. A $20 fee
will be charged against your account for any payment check returned to the
Transfer Agent or for any incomplete electronic funds transfer, or for
insufficient funds, stop payment, closed account or other reasons. If a check
does not clear your bank or the Fund is unable to debit your predesignated bank
account on the day of purchase, the Fund reserves the right to cancel the
purchase. If your purchase is canceled, you will be responsible for any losses
or fees imposed by your bank and losses that may be incurred as a result of a
decline in the value of the canceled purchase. The Funds (or Funds agent) have
the

Prospectus 16

<PAGE>

authority to redeem shares in your account(s) to cover any losses due to
fluctuations in share price. Any profit on such cancellation will accrue to the
Funds. Your investment in the Funds should be intended to serve as a long-term
investment vehicle. The Funds are not designed to provide you with a means of
speculating on the short-term fluctuations in the stock market. The Funds
reserve the right to reject any purchase request that they regard as disruptive
to the efficient management of the Funds, which includes investors with a
history of excessive trading. The Funds also reserves the right to stop offering
shares at any time.

Types of Account Ownership

You can establish the following types of accounts by completing a Shareholder
Account Application:

* Individual or Joint Ownership
Individual accounts are owned by one person. Joint accounts have two or more
owners.

* A Gift or Transfer to Minor (UGMA or UTMA) An UGMA/UTMA account is a custodial
account managed for the benefit of a minor. To open an UGMA or UTMA account, you
must include the minor's social security number on the application.

* Trust
An established trust can open an account. The names of each trustee, the name of
the trust and the date of the trust agreement must be included on the
application.

* Business Accounts
Corporation and partnerships may also open an account. The application must be
signed by an authorized officer of the corporation or a general partner of a
partnership.

* IRA Accounts
See "Tax-Deferred Plans" on page 20.

Prospecuts 17

<PAGE>

Instructions For Opening and Adding to an Account

TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

By Mail By Mail

Complete and sign the Shareholder Complete the investment slip that is
Application or an IRA Application included with your account statement,
and write your account number on your
Make your check payable to check. If you no longer have your
Value Trend Funds investment slip, please reference
* For IRA accounts, please specify your name, account number, and
the year for which the contribution address on your check.
is made.

Mail your application and check to: Mail the slip and the check to:

Value Trend Funds Value Trend Funds
c/o Mutual Shareholder Services c/o Mutual Shareholder Services
1301 East Ninth Street, Suite 1005 1301 East Ninth Street, Suite 1005
Cleveland, Ohio 44114 Cleveland, Ohio 44114

By overnight courier, send to:

Value Trend Funds
c/o Mutual Shareholder Services
1301 East Ninth Street, Suite 1005
Cleveland, Ohio 44114

Prospectus 18

<PAGE>

TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

By Wire By Wire

Call 1-800-590-0898 for instructions Send your investment to Firstar
and to obtain an investor account Bank, N.A. by following the instruc-
number an IRA account number prior tions listed in the column to the
to wiring the funds. left.

Send your investment to Firstar Bank, N.A.
with these instructions:
* Firstar Bank, N.A.
* ABA#: 042000013
* For credit to Value Trend Funds
* A/C#:
* For further credit to:
Your account number
Your name
Your SSN or TIN
Select Fund

Telephone and Wire Transactions

With respect to all transactions made by telephone, the Funds and its Transfer
Agent will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephone instructions, providing written confirmation of all such transactions,
and/or tape recording all telephone instructions. If reasonable procedures are
followed, then neither the Funds nor the Transfer Agent will be liable for any
loss, cost, or expense for acting upon an investor's telephone instructions or
for any unauthorized telephone redemption. In any instance where the Funds'
Transfer Agent is not reasonably satisfied that instructions received by
telephone are genuine, neither the Funds nor the Transfer Agent shall be liable
for any losses which may occur because of delay in implementing a transaction.

Prospectus 19

<PAGE>

If you purchase your initial shares by wire, the Transfer Agent first must have
received a completed account application and issued an account number to you.
The account number must be included in the wiring instructions as set forth on
the previous page. The Transfer Agent must receive your account application to
establish shareholder privileges and to verify your account information. Payment
of redemption proceeds may be delayed and taxes may be withheld unless the Funds
receives a properly completed and executed account application.

Shares purchased by wire will be purchased at the NAV next determined after the
Transfer Agent receives your wired funds and all required information is
provided in the wire instructions. If the Transfer Agent is notified no later
than 3:00 p.m. Eastern time of the wire instructions, and the wired funds are
received by the Transfer Agent no later than 5:00 p.m. Eastern time, then the
shares purchased will be priced at the NAV determined on that business day. If
the wire is not received by 5:00 p.m. Eastern time, the purchase will be
effective at the NAV next calculated after receipt of the wire.

Tax-Deferred Plans

If you are eligible, you may set up one or more tax-deferred accounts. A
tax-deferred account allows you to shelter your investment income and capital
gains from current income taxes. A contribution to certain of these plans may
also be tax deductible. Tax-deferred accounts include retirement plans described
on the following page and the Education IRA. Distributions from these plans are
generally subject to an additional tax if withdrawn prior to age 59 1/2 or used
for a nonqualifying purpose. Investors should consult their tax adviser or legal
counsel before selecting a tax-deferred account.

Firstar Bank, N.A., serves as the custodian for the tax-deferred accounts
offered by the Fund. You will be charged an annual account maintenance fee of $8
for each tax-deferred account you have with the Funds. You may pay the fee by
check or have it automatically deducted from your account (usually in December).
The custodian reserves the right to change the amount of the fee or to waive it
in whole or part for certain types of accounts.

Prospectus 20

<PAGE>

Types of Tax-Deferred Accounts

* Traditional IRA
An individual retirement account. Your contribution may or may not be deductible
depending on your circumstances. Assets can grow tax-deferred and distributions
are taxable as income.

* Roth IRA
An IRA with non-deductible contributions, tax-free growth of assets, and
tax-free distributions for qualified distributions.

* Spousal IRA
An IRA funded by a working spouse in the name of a non-earning spouse.

* Education IRA
This plan allows individuals, subject to certain income limitations, to
contribute up to $500 annually on behalf of any child under the age of eighteen.

* SEP-IRA
An individual retirement account funded by employer contributions. Your assets
grow tax-deferred and distributions are taxable as income.

* Keogh or Profit Sharing Plans
These plans allow corporations, partnerships and individuals who are
self-employed to make tax-deductible contributions of up to $30,000 for each
person covered by the plans.

* 403(b) Plans
An arrangement that allows employers of charitable or educational organizations
to make voluntary salary reduction contributions to a tax- deferred account.

* 401(k) Plans
Allows employees of corporations of all sizes to contribute a percentage of
their wages on a tax-deferred basis. These accounts need to be established by
the trustee of the plan.

Prospectus 21

<PAGE>

Automatic Investment Plans

By completing the Automatic Investment Plan section of the account application,
you may make automatic monthly or quarterly investments ($50 minimum per
purchase) in the Funds from your bank or savings account. Your initial
investment minimum is $250 if you select this option. Shares of the Funds may
also be purchased through direct deposit plans offered by certain employers and
government agencies. These plans enable a shareholder to have all or a portion
of their payroll or Social Security checks transferred automatically to purchase
shares of the Funds.

FOR INVESTING

Automatic Investment Plan Payroll Direct Deposit Plan

For making automatic investments For making automatic investments
from a designated bank account. from your payroll check.

Dividend Reinvestment

All income dividends and capital gains distributions will be automatically
reinvested in shares of the Funds unless you indicate otherwise on the account
application or in writing.

Instructions For Selling Fund Shares

You may sell all or part of your shares on any day that the New York Stock
Exchange is open for trading. Your shares will be sold at the next NAV per share
calculated after your order is received in proper form by the Transfer Agent.
The proceeds of your sale may be more or less than the purchase price of your
shares, depending on the market value of a Fund's securities at the time of your
sale. Your order will be processed promptly and you will generally receive the
proceeds within seven days after receiving your properly completed request. The
Funds will not mail any proceeds unless your investment check has cleared the
bank, which may take up to fifteen calendar days. This procedure is intended to
protect each Fund and its shareholders from loss. If the dollar or share amount
requested is greater than the current value of your account, your entire account
balance will be redeemed. If you choose to redeem your account in full, any
automatic services currently in effect for the account will be terminated unless
you indicate otherwise in writing.

Prospectus 22

<PAGE>

TO SELL SHARES

By Mail

Write a letter of instruction that includes:
* The name(s) and signature(s) of all account owners.
* Your account number.
* The dollar or share amount you want to sell.
* Where to send the proceeds.
* If redeeming from your IRA, please note applicable withholding requirements.
* Obtain a signature guarantee or other documentation, if required.

Mail your request to: By overnight courier, send to:

By Telephone

* You will automatically be granted * You will not be able to redeem by
telephone redemption privileges telephone and have a check sent to
unless you decline them in writing your address of record for a period
or indicate on the appropriate sec- of 15 days following an address
tion of the account application that change.
you decline this option. Otherwise, * Unless you decline telephone
you may redeem Fund shares by privileges in writing or on your
calling 1-800-590-0898. Redemption account application, as long as the
proceeds will only be mailed to your Funds takes reasonable measures to
address of record. verify the order, you may be respon-
sible for any fraudulent telephone
order.

* You may only redeem a maximum of
$25,000 per day by telephone.

For specific information on how to redeem your account, and to determine if a
signature guarantee or other documentation is required, please call toll-free in
the U.S. 1-800-590-0898.

Prospectus 23

<PAGE>

Additional Redemption Information

Signature Guarantees

Signature guarantees are designed to protect both you and the Funds from fraud.
A signature guarantee of each owner is required to redeem shares in the
following situations:

* If you change ownership on your account.

* If you request the redemption proceeds to be sent to a different address than
that registered on the account.

* If the proceeds are to be made payable to someone other than the account's
owner(s).

* If a change of address request has been received by the Transfer Agent within
the last 15 days.

* If you wish to redeem $25,000 or more from any shareholder account.

Signature guarantees can be obtained from most banks, savings and loan
associations, trust companies, credit unions, broker/dealers, and member firms
of a national securities exchange. Call your financial institution to see if
they have the ability to guarantee a signature. A notary public cannot provide
signature guarantees.

The Funds reserves the right to require a signature guarantee under other
circumstances or to delay a redemption when permitted by Federal Law. For more
information pertaining to signature guarantees, please call 1-800-590-0898.

Corporate, Trust and Other Accounts

Redemption requests from corporate, trusts, and other accounts may require
documents in addition to those described above, evidencing the authority of the
officers, trustees or others. In order to avoid delays in processing redemption
requests for these accounts, you should call the Transfer Agent at 1-800-590-
0898 to determine what additional documents are required.

[Side panel: WHAT IS A REDEMPTION?
A redemption is a sale by you to the Funds of some or all of your shares. The
price per share you receive when you redeem Fund shares may be more or less than
the price at which you purchased those shares. When you redeem your shares, you
will generally have a gain or loss, depending upon whether the amount you
receive for your shares is more or less than your cost or other basis in the
shares.]

[Side panel: REDEMPTION IN KIND:
The Fund intends to make payments for all redemptions in cash, however, if the
Funds believes that conditions exist which make cash payments detrimental to the
best interests of the Fund, payment for shares redeemed may be made in whole or
in part through a distribution of portfolio securities chosen by the Adviser
(under the supervision of the Board of Trustees). If payment is made in
securities, a shareholder may incur transaction costs in converting these
securities into cash after they have redeemed their shares.]

Prospectus 24

<PAGE>

Address Changes

To change the address on your account, call the Transfer Agent at 1-800-590-0898
or send a written request signed by all account owners. Include the account
number(s) and name(s) on the account and both the old and new addresses. Certain
options may be suspended for a period of 15 days following an address change.

Transfer of Ownership

In order to change the account registration or transfer ownership of an account,
additional documents will be required. In order to avoid delays in processing
these requests, you should call the Transfer Agent at 1-800-590-0898 to
determine what additional documents are required.

Redemption Initiated by the Funds

Because there are certain fixed costs involved with maintaining your account,
the Funds may require you to redeem all of your shares if your account balance
falls below $1,000. After your account balance falls below the minimum balance,
you will receive a notification from the Funds indicating its intent to close
your account along with instructions on how to increase the value of your
account to the minimum amount within 60 days. If your account balance is still
below $1,000 after 60 days, the Funds may close your account and send you the
proceeds. This minimum balance requirement does not apply to IRAs and other
tax-sheltered investment accounts. The right of redemption by the Funds will not
apply if the value of your account balance falls below $1,000 because of market
performance. The Funds reserves the right to close an account if the shareholder
is deemed to engage in activities which are illegal or otherwise believed to be
detrimental to the Funds.

Prospectus 25

<PAGE>

Shareholder Communications

Account Statements

Every quarter, shareholders of the Funds will automatically receive regular
account statements. You will also be sent a yearly statement detailing the tax
characteristics of any dividends and distributions you have received.

Confirmations

Confirmation statements will be sent after each transaction that affects your
account balance or account registration.

Regulatory Mailings

Financial reports will be sent at least semiannually. Annual reports will
include audited financial statements. To reduce expenses, one copy of each
report will be mailed to each taxpayer identification number even though the
investor may have more than one account in the Funds.

Dividends and Distributions

The Funds intends to pay distributions on an annual basis and expects that
distributions will consist primarily of capital gains. You may elect to reinvest
income dividends and capital gain distributions in the form of additional shares
of the Funds or receive these distributions in cash. Dividends and distributions
from the Funds are automatically reinvested in the Funds, unless you elect to
have dividends paid in cash. Reinvested dividends and distributions receive the
same tax treatment as those paid in cash. If you are interested in changing your
election, you may call the Transfer Agent at 1-800-590-0898 or send a written
notification to Value Trend Funds, c/o Mutual Shareholder Services 1301 East
Ninth Street, Suite 1005 Cleveland, Ohio 44114.

[Side panel: WHAT IS A DISTRIBUTION? As a shareholder, you are entitled to your
share of a Fund's income from interest and dividends, and gains from the sale of
investments. You receive such earnings as either an income dividend or a capital
gains distribution. Income dividends come from both the dividends that a Fund
earns from is holdings and interest it receives from its money market and bond
investments. Capital gains are realized when a Fund sells securities for higher
prices than it paid for them. The capital gains are either short-term or
long-term depending on whether a Fund held the securities for less than or more
than one year.]

[Side panel: WHEN A FUND makes a distribution to its shareholders, the share
price of the Fund drops by the amount of the distribution, net of any market
fluctuations.]

Prospectus 26

<PAGE>

Taxes

Fund dividends and distributions are taxable to most investors (unless your
investment is in an IRA or other tax-advantaged account). Dividends paid by a
Fund out of net ordinary income and distributions of net short-term capital
gains are taxable to the shareholders as ordinary income.

Distributions by a Fund of net long-term capital gains to shareholders are
generally taxable to the shareholders at the applicable long-term capital gains
rate, regardless of how long the shareholder has held shares of the Fund.

Redemptions of shares of a Fund are taxable events which you may realize as a
gain or loss. The amount of the gain or loss and the rate of tax will depend
mainly upon the amount paid for the shares, the amount received from the sale,
and how long the shares were held.

A Fund's distributions may be subject to federal income tax whether received in
cash or reinvested in additional shares. In addition to federal taxes, you may
be subject to state and local taxes on distributions.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state, and local tax consequences of an investment in the Funds.

[Side panel: "Buying a Dividend" If you purchase shares of a Fund just before it
makes a distribution, you will pay the full price for the shares and then
receive a portion back in the form of a taxable distribution. This is referred
to as "buying a dividend." In order to avoid paying unnecessary taxes as a
result of the distribution, check the Funds' distribution schedule before you
invest.]

Prospectus 27

<PAGE>

Financial Highlights

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

<TABLE>
<CAPTION>
VALUE TREND LARGE CAP FUND (For period ended JUNE 30, 2000)
Per Share Data for a Share
Outstanding Throughout Each Period
07/01/99 01/01/99
to to
06/30/00 06/30/99
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD: $10.97 $10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (0.12) (0.01)
Net realized and unrealized gains (losses) on investments 8.02 0.98
Total from investment operations 7.90 0.97
DISTRIBUTIONS:Dividends (from net investment income) - -
Distributions (from capital gains) - -
Total distributions - -
NET ASSET VALUE, END OF PERIOD: $18.87 $10.97
TOTAL RETURN 72.01% 9.70%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (thousands) $1,153 $311
Ratio of expenses to average net assets* 1.25% 1.33%
Ratio of net income to average net assets*) (0.77%) (0.22%)
Portfolio turnover rate* 75.02% 57.25%

*Annualized
</TABLE>
Prospectus 28

<PAGE>
<TABLE>
<CAPTION>
VALUE TREND FOCUS FUND (For period ended JUNE 30, 2000)
Per Share Data for a Share
Outstanding Throughout Each Period
07/01/99 01/01/99
to to
06/30/00 06/30/99
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD: $10.95 $10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (0.13) (0.01)
Net realized and unrealized gains (losses) on investments 5.07 0.96
Total from investment operations 4.94 0.95
DISTRIBUTIONS:
Dividends (from net investment income) - -
Distributions (from capital gains) - -
Total distributions - -
NET ASSET VALUE, END OF PERIOD: $15.89 $10.95
TOTAL RETURN 45.11% 9.50%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (thousands) $1,135 $435
Ratio of expenses to average net assets* 1.35% 1.43%
Ratio of net income to average net assets* (0.94%) (0.25%)
Portfolio turnover rate* 56.64% 76.49%

*Annualized
</TABLE>
Prospectus 29

<PAGE>
<TABLE>
<CAPTION>
Trustees and Officers

The trustees and officers of the Trust and their principal business activities
during the past five years are:
<S> <C>
Name, Position(s) with Trust Principal Occupations(s) during Past Five
and Age at October 1, 2000 Years

Ross C. Provence * (62) Portfolio Manager of the Funds. General Partner
411 West Madison Avenue and Portfolio Manager for Value Trend Capital
El Cajon, California 92020 Management, LP, (1995-current). Estate plan-
Trustee of the Trust ning attorney (1963-current).
President of the Trust

Bradley J. DeHaven * (34) Owner of De Haven Enterprises (1991-current).
9528 Blossom Valley Road Computer consultant and CEO of Tech-Solutions
El Cajon, California 92020 (1990-1996).
Trustee of the Trust
Vice President of the Trust

Jeffrey R. Provence * (30) Portfolio Manager of the Funds. General Partner
411 West Madison Avenue and Portfolio Manager for Value Trend Capital
El Cajon, California 92020 Management, LP, (1995-current). Computer con-
Trustee of the Trust sultant and CFO for Tech-Solutions (1992-1995).
Treasurer and Secretary of the Partner of Investment Property
Trust Resources (1989-1992).

Thomas H. Addis III (54) President of Medallion Golf, Inc., (1999-current).
11413 West Bernardo Court Vice President of Full Swing Golf (1999-current).
San Diego, CA 92127 Director of golf at Singing Hill Golf Resort
Trustee of the Trust (1967-1998). President of Professional Golfers
Association of America (1995-1996).

George Cossolias, CPA (65) Owner of George Cossolias & Company, CPAs
9455 Ridgehave Court, Suite 101 (1972 to current). President of Lubrication
San Diego, CA 92123 Specialists, Inc. (1996 to current). Management
Trustee of San Diego Cement Masons Pension
Trust (1985 to current).
</TABLE>
Trustees who are "interested persons" (as defined in the Investment Company Act
of 1940) of the Trust or of the Trust's investment adviser are indicated by an
asterisk (*).

Prospectus 30

<PAGE>

OTHER INFORMATION

The following parties provide the Funds with administrative and other services.

Custodian
Firstar Bank
425 Walnut Street
Cincinnati, Ohio 45202

Transfer Agent
Mutual Shareholder Services, LLC
1301 East Ninth Street, 1005
Cleveland, OH 44114

For More Information
1-800-590-0898

No dealer, salesman, or other person has been authorized to give any information
or to make any representations, other than those contained in this Prospectus,
and, if given or made, such other information or representations must not be
relied upon as having been authorized by the Funds or the Adviser. This
Prospectus does not constitute an offering in any state in which such offering
may not lawfully be made.

Prospectus 31

<PAGE>

VALUE TREND FUNDS

Where To Go For Information

For shareholder inquiries, please call toll-free in the U.S. at 1-800-590-0898.
You will also find more information about the Value Trend Funds in the following
documents:

Annual Report
Our annual report lists the holdings of each Fund, describe the Funds'
performance, includes financial statements for each Fund, and discusses the
market conditions and strategies that significantly affected each Fund's
performance.

Statement of Additional Information

The Statement of Additional Information contains additional and more detailed
information about the Funds, and is considered to be a part of this Prospectus.

THERE ARE THREE WAYS TO GET A COPY OF THESE DOCUMENTS

1. Call or write for one, and a copy will be sent without charge.
Value Trend Funds
411 West Madison Avenue
El Cajon, CA 92020
1-800-590-0898

2. Call or write to the Public Reference Section of the Securities and Exchange
Commission ("SEC") and ask them to mail you a copy. The SEC charges a fee for
this service. You can also visit the Public Reference Section and copy the
documents while you are there. Information about the Public Reference Section
may be obtained by calling the number below.

Public Reference Section of the SEC
Washington D.C. 20549-6009
1-202-942-8090

Copies of these documents may also be obtained, after paying a duplication fee,
by electronic request at the following e-mail address: [email protected]

3. Go to the SEC's website (www.sec.gov) and download a text-only version.

VALUE TREND FUNDS SEC file number 811-09041

Prospectus 32

[Back cover page]

PART B

VALUE TREND FUNDS
Value Trend Large Cap Fund
Value Trend Focus Fund

411 West Madison Avenue
El Cajon, California 92020
(800) 590-0898

STATEMENT OF ADDITIONAL INFORMATION
October 1, 2000

This Statement of Additional Information ("SAI") is not a Prospectus, but is to
be read in conjunction with the Prospectus for the Value Trend Funds,
specifically the Value Trend Large Cap Fund and the Value Trend Focus Fund dated
October 1, 2000 (the "Prospectus"). This SAI incorporates by reference the
Trust's Annual Report to Shareholders for the fiscal year ended June 30, 2000
("Annual Report"). To obtain a free copy of the Prospectus or Annual Report,
please write or call the Fund at the address or phone number referenced above.

TABLE OF CONTENTS

FUND HISTORY 1
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS 1
MANAGEMENT OF THE TRUST 3
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 5
INVESTMENT ADVISORY AND OTHER SERVICES 5
TRANSFER AGENT 6
CUSTODIAN 6
AUDITORS 6
FINANCIAL STATEMENTS 7
BROKERAGE ALLOCATION AND OTHER PRACTICES 7
DESCRIPTION OF THE TRUST 7
PURCHASE, PRICING AND REDEMPTION 9
TAXATION 11
CALCULATION OF PERFORMANCE DATA 12

- i -

<PAGE>

FUND HISTORY

The Value Trend Large Cap Fund and the Value Trend Focus Fund, are open-end,
non-diversified series of Value Trend Funds (the "Trust"). The trust was
organized on September 2, 1998, as a Massachusetts business trust under the laws
of Massachusetts by an Agreement and Declaration of Trust (the "Declaration of
Trust") and is authorized to issue an indefinite number of shares of beneficial
interest.

The Value Trend Large Cap Fund and the Value Trend Links Fund were organized on
September 2, 1998. The Board of Trustees of the Value Trend Funds passed a
resolution to change the name of the Value Trend Links Fund to the Value Trend
Focus Fund on June 30, 2000. The Board of Trustees of the Trust is responsible
for managing the business affairs of the Funds.

DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

The Trust is registered with the Securities and Exchange Commission as an
open-end management investment company.

NON-DIVERSIFICATION: Each Fund is classified as being non-diversified which
means that it has the ability to take larger positions in a smaller number of
securities than a diversified fund. Each Fund, therefore, may be more
susceptible to risk of loss than a more widely diversified fund as a result of a
single economic, political, or regulatory occurrence. The policy of each Fund is
one of selective investments rather than broad diversification. Each Fund seeks
only enough diversification for adequate representation among what it considers
to be the best performing securities and to maintain its federal non-taxable
status under Subchapter M of the Internal Revenue Code.

The investment objective and policies of each series (each a "Fund" and
collectively, the "Funds") of Value Trend Funds (the "Trust") are summarized in
the Prospectus under "The Funds" and "The Principal Investments Strategies and
Policies". The principal investment strategies and policies of each Fund set
forth in the Prospectus and in this Statement of Additional Information may be
changed by the Funds' adviser, subject to review and approval by the Trust's
Board of Trustees, without shareholder approval except that any Fund policy
explicitly identified as "fundamental" may not be changed without the approval
of the holders of a majority of the outstanding shares of the relevant Fund
(which in the Prospectus and this Statement of Additional Information means the
lesser of (i) 67% of the shares of that Fund represented at a meeting at which
50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares).

The following investment restrictions are fundamental policies of each Fund.

Each Fund will not:

1. Borrow money in excess of 25% of the value of its total assets (not including
the amount borrowed) at the time the borrowing is made.

2. Underwrite securities issued by other persons except to the extent that, in
connection with the disposition of its portfolio investments, it may be deemed
to be an underwriter under certain federal securities laws.

3. Purchase or sell real estate, although it may purchase securities of issuers
which deal in real estate, securities which are secured by interests in real
estate, and securities which represent interests in real estate, and it may
acquire and dispose of real estate or interests in real estate acquired through
the exercise of its rights as a holder of debt obligations secured by real
estate or interests therein.

4. Purchase or sell commodities or commodity contracts, except that the Funds
may purchase and sell financial futures contracts and options, and may enter
into swap agreements, foreign exchange contracts and other financial
transactions not involving physical commodities.

5. Make loans, except by purchase of debt obligations in which the Funds may
invest consistent with its investment policies, by entering into repurchase
agreements, or by lending its portfolio securities.

6. Issue any class of securities which is senior to the Fund's shares of
beneficial interest, except for permitted borrowings.

Statement of Additional Information 1

<PAGE>

Although the Funds are permitted to borrow money to a limited extent, no Fund
currently intends to do so.

In addition to the foregoing fundamental investment restrictions, it is contrary
to each Fund's present policy, which may be changed without shareholder
approval, to:

Invest in (a) securities which at the time of such investment are not readily
marketable, (b) securities restricted as to resale (excluding securities
determined by the Trustees of the Trust or the person designated by the Trustees
to make such determinations to be readily marketable), and (c) repurchase
agreements maturing in more than seven days, if, as a result, more than 15% of
the Fund's net assets (taken at current value) would be invested in securities
described in (a), (b) and (c) above.

All percentage limitations on investments will apply at the time of the making
of an investment (except for the non-fundamental restriction set forth in the
immediately preceding paragraph) and shall not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of such
investment.

Each Fund reserves the right to assume a temporary defensive position by
investing in preferred stocks, bonds or other defensive issues. It retains the
freedom to administer the portfolio of the Funds accordingly when, in the
judgment of the Adviser, economic and market conditions make such a course
desirable.

Concentrating investments in a particular industry or group of industries is
commonly referred to as "industry risk". Industry risk is the possibility that
stocks within the same industry will decline in price due to industry-specific
market or economic developments. To the extent that the Funds concentrate
investments in any one industry (ie, the technology industry), the Funds are
subject to the risk that companies in that industry are likely to react
similarly to legislative or regulatory changes, adverse market conditions and/or
increased competition affecting that market segment. Because of the rapid pace
of technological development of certain industries, there is the risk that the
products and services developed by similar companies may become rapidly obsolete
or have relatively short product cycles. There is also the risk that the
products or services offered by similar companies will not meet expectations or
even reach the marketplace. Although the Adviser currently believes that
investments by the Funds in certain industries (ie, the technology industry)
will offer greater opportunity for growth of capital than investments in other
industries, such investments can fluctuate dramatically in value and will expose
you to greater than average risk.

OTHER INVESTMENTS: In connection with its investment objective and policies each
Fund (except as otherwise indicated) may invest in the following types of
securities which can involve certain risks:

Small Companies

The Focus Fund may invest in companies with relatively small market
capitalization. Investments in companies with relatively small capitalization
may involve greater risk than is usually associated with stocks of larger
companies. These companies often have sales and earnings growth rates which
exceed those of companies with larger capitalization. Such growth rates may in
turn be reflected in more rapid share price appreciation. However, companies
with smaller capitalization often have limited product lines, markets or
financial resources and may be dependent upon a relatively small management
group. The securities may have limited marketability and may be subject to more
abrupt or erratic movements in price than securities of companies with larger
capitalization or market averages in general. The net asset value per share of
Funds that invest in companies with smaller capitalization therefore may
fluctuate more widely than market averages.

Repurchase Agreements

The staff of the SEC is currently of the view that repurchase agreements
maturing in more than seven days are illiquid securities.

Statement of Additional Information 2

<PAGE>

Loans of Securities

The Funds may lend their portfolio securities, provided that cash or equivalent
collateral equal to at least 100% of the market value of the securities loaned
is continuously maintained by the borrower with the Funds. During the time
securities are on loan, the borrower will pay the Fund an amount equivalent to
any dividends or interest paid on such securities, and the Fund may invest the
cash collateral and earn additional income, or it may receive an agreed upon
amount of interest income from the borrower who has delivered equivalent
collateral. These loans are subject to termination at the option of the Fund or
the borrower. A Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or equivalent collateral to the borrower or placing broker. It is
not currently anticipated that any Fund will have on loan at any given time
securities totaling more than one-fourth of its net assets. A Fund runs the risk
that the counterparty to a loan transaction will default on its obligation and
that the value of the collateral received may be insufficient to cover the
securities loaned as a result of an increase in the value of the securities of
decline in the value of the collateral.

Options

Short Sales Against The Box

MANAGEMENT OF THE TRUST

The business of each Fund is managed under the direction of its Board of
Trustees in accordance with the Declaration of Trust of the Value Trend Funds,
which Declaration of Trust has been filed with the Securities and Exchange
Commission and is available upon request. The Board of Trustees is responsible
to manage each Fund under the laws of the State of Massachusetts. Pursuant to
the Declaration of Trust, the trustees shall elect officers including a
president, secretary and treasurer. The Board of Trustees retains the power to
conduct, operate and carry on the business of each Fund and has the power to
incur and pay any expenses which, in the opinion of the Board of Trustees, are
necessary or incidental to carry out any of the Funds' purposes. The trustees,
officers, employees and agents of the Trust, when acting in such capacities,
shall not be subject to any personal liability except for his or her own bad
faith, willful misfeasance, gross negligence or reckless disregard of his or her
duties. The trustees and officers, together with their addresses, age, principal
occupations during the past five years are as follows:

Ross C. Provence*
411 West Madison Avenue
El Cajon, California 92020
(62)

Trustee of the Trust and
President of the Trust

Portfolio Manager of the Funds. General Partner and Portfolio Manager for Value
Trend Capital Management, LP (1995-current). Estate planning attorney
(1963-current).

Statement of Additional Information 3

<PAGE>

Bradley J. DeHaven*
9528 Blossom Valley Road
El Cajon, California 92020
(34)

Trustee of the Trust
Vice President of the Trust

Owner of De Haven Enterprises (1991-current). Computer consultant and CEO for
Tech-Solutions (1990-1996).

Jeffrey R. Provence*
411 West Madison Avenue
El Cajon, California 92020
(30)

Trustee of the Trust,
Treasurer and Secretary of the Trust.

Portfolio Manager of the Funds. General Partner and Portfolio Manager for Value
Trend Capital Management, LP (1995-current). Computer consultant and CFO for
Tech-Solutions (1992-1995). Partner of Investment Property Resources
(1989-1992).

Thomas H. Addis III
11413 West Bernardo Court
San Diego, CA 92127
(54)

Trustee of the Trust

President of Medallion Golf, Inc., (1999-current). Vice President of Golf
Development, Full Swing Golf, Inc. (1999-current). Director of golf at Singing
Hill Golf Resort (1967-1998). President of Professional Golfers Association of
America in 1995-1996.

George Cossolias, CPA
9455 Ridgehave Court, Suite 101
San Diego, CA 92123
(65)

Trustee of the Trust

Owner of George Cossolias & Company, CPAs (1972 to current). President of
Lubrication Specialists, Inc. (1996 to current). Management Trustee of San Diego
Cement Masons Pension

Trustees who are "interested persons" (as defined in the Investment Company Act
of Trust (1985 to current).1940) of the Trust or of the Trust's investment
adviser are indicated by an asterisk (*)

The address of each Trustee and officer of the Trust affiliated with Value Trend
Funds is 411 West Madison Avenue, El Cajon, California 92020.

The Trust pays no compensation to its officers or to the Trustees listed above
who are officers or employees of Value Trend Funds. Each Trustee who is not an
officer or employee of Value Trend Funds is compensated at the rate of $500.00
per annum by the Adviser, not the Trust. The compensation paid to the Trustees
for the fiscal year end of June 30, 2000 from the trust is set forth in the
following table:

Statement of Additional Information 4

<PAGE>

===============================================
Total Compensation from Trust (the Trust is not
part of a Fund Complex)
===============================================
Ross C. Provence 0
Bradley J. DeHaven 0
Jeffrey R. Provence 0
Thomas H. Addis III 0
George Cossolias, CPA 0

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of June 30, 2000, National Investors Services Corp., 55 Water Street, 32nd
Floor, New York, NY owned of record or beneficially 71.58% of the Value Trend
Large Cap Fund's outstanding shares and 56.02% of the Value Trend Focus Fund's
outstanding shares and are considered control persons as defined under Section
2(a)(9) of the 1940 Act by virtue of their ownership of more than 25% of the
voting securities of the each Fund.

As of June 30, 2000, the following persons owned of record 5% or more of the
shares of the Value Trend Large Cap Fund:

National Investors Services Corp.,
55 Water Street, 32nd Floor, New York, NY
71.58%;

Irene Merkle
1101 Far Valley Rd.
Campo, CA 90916-3213
7.03%

Christina Nussbalm
Campo, CA 90916-3213
5.77%

As of June 30, 2000, the Trustees and officers of the Trust owned of record or
beneficially less than 1% of the Value Trend Large Cap Fund's outstanding
shares.

As of June 30, 2000, the following persons owned of record 5% or more of the
shares of the Value Trend Focus Fund:

National Investors Services Corp.,
55 Water Street, 32nd Floor, New York, NY
56.02%;

Firstar Bank, N.A.
Randolph William IRA
Palatine, IL 60067
5.70%

As of June 30, 2000, the Trustees and officers of the Trust owned of record or
beneficially less than 1% of the Value Trend Focus Fund's outstanding shares.

INVESTMENT ADVISORY AND OTHER SERVICES

Value Trend Capital Management, LP was organized in 1995 and has been managing
investment accounts and money since that time. The Adviser serves as investment
adviser to individuals, trusts, retirement plans, and non-profit organizations,
and has no prior experience managing mutual funds. The address of Value Trend
Capital Management, LP is 411 West Madison Avenue, El Cajon, Ca 92020. The
General Partners of Value Trend Capital Management, LP are Ross C. Provence and
Jeffrey R. Provence who also act as Trustees to the Trust. Each owns 50% and
therefore are regarded to control Value Trend Capital Management, LP for
purposes of the 1940 Act.

Statement of Additional Information 5

<PAGE>

Value Trend Capital Management, LP manages the investment portfolio of each
Fund, subject to policies adopted by the Trust's Board of Trustees. Under the
Investment Advisory Agreement, the Adviser, at its own expense and without
reimbursement from the Trust, furnishes office space and all necessary office
facilities, equipment and executive personnel necessary for managing the Funds.
Value Trend Capital Management also pays the salaries and fees of all officers
and trustees of the Trust who are also officers, directors, or employees of
Value Trend. For its services, the Adviser receives a fee of 1.25% per year of
the average daily net assets of the Value Trend Large Cap Fund, and 1.35% per
year of the average daily net assets of the Value Trend Focus Fund.

The advisory agreement for all Funds provides that it will continue in effect
for two years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
relevant Fund and (ii) by vote of a majority of the Trustees who are not
"interested persons" of the Trust or Value Trend Capital Management LP, as that
term is defined in the Investment Company Act of 1940, cast in person at a
meeting called for the purpose of voting on such approval. Any amendment to an
advisory agreement must be approved by vote of a majority of the outstanding
voting securities of the relevant Fund and by vote of a majority of the Trustees
who are not such interested persons, cast in person at a meeting called for the
purpose of voting on such approval.

Each advisory agreement is terminable on 60 days' written notice, without
penalty, by a vote of a majority of applicable Fund's outstanding shares or by
vote of a majority of the Board of Trustees, or by the Adviser on 60 days'
written notice, and automatically terminates in the event of its assignment. The
advisory agreement provides that Value Trend Capital Management, LP owns all
rights to and control of the name "Value Trend." The advisory agreement will
automatically terminate if the Trust or the Fund shall at any time be required
by Value Trend Capital Management, LP to eliminate all reference to the words
"Value Trend" in the name of the Trust or the Fund, unless the continuance of
the agreement after such change of name is approved by a majority of the
outstanding voting securities of the relevant Fund and by a majority of the
Trustees who are not interested persons of the Trust or Value Trend Funds.

Each advisory agreement provides that Value Trend Capital Management, LP shall
not be subject to any liability in connection with the performance of its
services thereunder in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.

TRANSFER AGENT

The Trust has entered into an agreement with Mutual Shareholder Services, LLC
(Formerly known as Maxus Information Systems, Inc), 1301 East Ninth Street,
Suite 1005, Cleveland, Ohio, 44114 ("MSS"), to act as each Fund's transfer
agent, and to provide the Trust with accounting services, record-keeping and
shareholder service functions. For its services as fund accountant, MSS receives
an annual fee from Value Trend Capital Management, LP based upon the average
value of each Fund, with a maximum annual fee of $59,250. At Fund net asset
values averaging less than $25 million, the annual fee would be $21,000 subject
to a discounted fee until each fund reaches $10 million. For all other services
provided, MSS receives from Value Trend Capital Management, LP an annual fee of
$11.50 per shareholder (with a minimum charge of $775 per month subject to a
discounted fee until each fund reaches $11 million) for shareholders services
provided and a monthly fee of $12 per state for state registration and
qualification of Fund shares provided.

CUSTODIAN

The Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202 (the
"Custodian") is the Trust's custodian. The Custodian holds in safekeeping
certificated securities and cash belonging to the Funds and, in such capacity,
is the registered owner of securities held in book entry form belonging to the
Funds. Upon instruction, the Custodian receives and delivers cash and securities
of the Funds in connection with Fund transactions and collects all dividends and
other distributions made with respect to Fund portfolio securities.
The Custodian also maintains certain accounts and records of the Funds.

AUDITORS

The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake, Ohio
44145 has been selected as independent auditors for the Trust for the year
ending June 30, 2000. McCurdy & Associates CPA's, Inc. performs an annual audit
of each Fund's financial statements and provides financial, tax and accounting
consulting services as requested.

Statement of Additional Information 6

<PAGE>

FINANCIAL STATEMENTS

The financial statements and independent auditors report required to be included
in the Statement of Additional Information are incorporated herein by reference
to the Trust's Annual Report to Shareholders for the fiscal year ended June 30,
2000. The Trust will provide the Annual Report without charge at written or
telephone request.

BROKERAGE ALLOCATION AND OTHER PRACTICES

In placing orders for the purchase and sale of portfolio securities for each
Fund, Value Trend Capital Management, LP seeks the best price and execution.
Value Trend Capital Management, LP will not pay brokers or dealers commissions
in excess of commissions another broker or dealer would have charged for
effecting such transaction on the basis of receiving brokerage and research
products and/or services. Value Trend Capital Management, LP does not currently
intend to effect transactions on such basis. Transactions in unlisted securities
are carried out through broker-dealers who make the primary market for such
securities unless, in the judgment Value Trend Capital Management, LP, a more
favorable price can be obtained by carrying out such transactions through other
brokers or dealers.

For the period July 1, 1999 to June 30, 2000 the Value Trend Funds paid
brokerage commissions of $781.80 for the Value Trend Large Cap Fund and
$1,683.00 for the Value Trend Focus Fund.

DESCRIPTION OF THE TRUST

The Trust, registered with the Securities and Exchange Commission as an open-end
management investment company, is organized as a Massachusetts business trust
under the laws of Massachusetts by an Agreement and Declaration of Trust (the
"Declaration of Trust") dated September 2, 1998.

The Declaration of Trust currently permits the Trustees to issue an unlimited
number of full and fractional shares of each series. Each share of each Fund
represents an equal proportionate interest in such Fund with each other share of
that Fund and is entitled to a proportionate interest in the dividends and
distributions from that Fund. The shares of each Fund do not have any preemptive
rights. Upon termination of any Fund, whether pursuant to liquidation of the
Trust or otherwise, shareholders of that Fund are entitled to share pro rata in
the net assets of that Fund available for distribution to shareholders. The
Declaration of Trust also permits the Trustees to charge shareholders directly
for custodial, transfer agency and servicing expenses.

The assets received by each Fund for the issue or sale of its shares and all
income, earnings, profits, losses and proceeds therefrom, subject only to the
rights of creditors, are allocated to, and constitute the underlying assets of,
that Fund. The underlying assets are segregated and are charged with the
expenses with respect to that Fund and with a share of the general expenses of
the Trust. Any general expenses of the Trust that are not readily identifiable
as belonging to a particular Fund are allocated by or under the direction of the
Trustees in such manner as the Trustees determine to be fair and equitable.
While the expenses of the Trust are allocated to the separate books of account
of each Fund, certain expenses may be legally chargeable against the assets of
all Funds.

The Declaration of Trust also permits the Trustees, without shareholder
approval, to subdivide any series of shares or Fund into various sub-series of
shares with such dividend preferences and other rights as the Trustees may
designate. While the Trustees have no current intention to exercise this power,
it is intended to allow them to provide for an equitable allocation of the
impact of any future regulatory requirements which might affect various classes
of shareholders differently, or to permit shares of a series to be distributed
through more than one distribution channel, with the costs of the particular
means of distribution (or costs of related services) to be borne by the
shareholders who purchase through that means of distribution. The Trustees may
also, without shareholder approval, establish one or more additional separate
portfolios for investments in the Trust. Shareholders' investments in such an
additional portfolio would be evidenced by a separate series of shares (i.e., a
new "Fund").

The Declaration of Trust provides for the perpetual existence of the Trust. The
Trust or any Fund, however, may be terminated at any time by vote of at least
two-thirds of the outstanding shares of each Fund affected. The Declaration of
Trust further provides that the Trustees may also terminate the Trust or any
Fund upon written notice to the shareholders. As a matter of policy, however,
the Trustees will not terminate the Trust or any Fund without submitting the
matter to a vote of the shareholders of the Trust or the relevant Fund.

Statement of Additional Information 7

<PAGE>

Voting Rights

As summarized in the Prospectus, shareholders are entitled to one vote for each
full share held (with fractional votes for each fractional share held) and may
vote (to the extent provided in the Declaration of Trust) on the election of
Trustees and the termination of the Trust and on other matters submitted to the
vote of shareholders.

The Declaration of Trust provides that on any matter submitted to a vote of all
Trust shareholders, all Trust shares entitled to vote shall be voted together
irrespective of series or sub-series unless the rights of a particular series or
sub-series would be adversely affected by the vote, in which case a separate
vote of that series or sub-series shall also be required to decide the question.
Also, a separate vote shall be held whenever required by the Investment Company
Act of 1940 or any rule thereunder. Rule 18f-2 under the 1940 Act provides in
effect that a class shall be deemed to be affected by a matter unless it is
clear that the interests of each class in the matter are substantially identical
or that the matter does not affect any interest of such class. On matters
affecting an individual series, only shareholders of that series are entitled to
vote. Consistent with the current position of the SEC, shareholders of all
series vote together, irrespective of series, on the election of Trustees and
the selection of the Trust's independent accountants, but shareholders of each
series vote separately on other matters requiring shareholder approval, such as
certain changes in investment policies of that series or the approval of the
investment advisory agreement relating to that series.

There will normally be no meetings of shareholders for the purpose of electing
Trustees except that, in accordance with the 1940 Act, (i) the Trust will hold a
shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by shareholders, and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the shareholders, that
vacancy may be filled only by a vote of the shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of
two-thirds of the outstanding shares and filed with the Trust's custodian or by
a vote of the holders of two-thirds of the outstanding shares at a meeting duly
called for that purpose, which meeting shall be held upon the written request of
the holders of not less than 10% of the outstanding shares.

Upon written request by ten holders of shares having an aggregate net asset
value constituting 1% of the outstanding shares stating that such shareholders
wish to communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a Trustee, the
Trust has undertaken to provide a list of shareholders or to disseminate
appropriate materials (at the expense of the requesting shareholders).

Except as set forth above, the Trustees shall continue to hold office and may
appoint successor Trustees. Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the affirmative
vote of a majority of the outstanding shares of the Trust, except (i) to change
the Trust's name or to cure technical problems in the Declaration of Trust and
(ii) to establish, change or eliminate the par value of any shares (currently
all shares have no par value).

Shareholder and Trustee Liability

Under Massachusetts law shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund of which they are
shareholders. However, the Declaration of Trust disclaims shareholder liability
for acts or obligations of each Fund and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. The Declaration of Trust provides for indemnification
out of Fund property for all loss and expense of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is considered
remote since it is limited to circumstances in which the disclaimer is
inoperative and the Fund would be unable to meet its obligations.

The Declaration of Trust further provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, nothing in the
Declaration of Trust protects a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. The By-Laws of the Trust provide for indemnification by the Trust of
the Trustees and officers of the Trust except with respect to any matter as to
which any such person did not act in good faith in the reasonable belief that
such action was in the best interests of the Trust. No officer or Trustee may be
indemnified against any liability to the Trust or the Trust's shareholders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.

Statement of Additional Information 8

<PAGE>

PURCHASE, PRICING AND REDEMPTION

Subject to minimum initial investment requirements and certain other conditions,
an investor may make an initial purchase of shares of any Fund by submitting a
completed application form and payment to:

Value Trend Funds
1301 East Ninth Street, Suite 1005
Cleveland, Ohio 44114

The procedures for purchasing shares of the Funds are summarized in "Investing
in the Funds" in the Prospectus.

Pricing - Net Asset Value

Shareholder Services

A shareholder's investment in any Fund is automatically credited to an open
account maintained for the shareholder by Mutual Shareholder Services.
Certificates representing shares are not issued. Following each transaction in
the account, a shareholder will receive a statement of the transaction. After
the close of each fiscal year . Mutual Shareholder Services will send each
shareholder a statement providing federal tax information on dividends and
distributions paid to the shareholder during the year. This should be retained
as a permanent record. Shareholders will be charged a fee for duplicate
information.

The open account system permits the purchase of full and fractional shares and,
by making the issuance and delivery of certificates representing shares
unnecessary, eliminates the problems of handling and safekeeping certificates,
and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed
certificates.

The costs of maintaining the open account system are borne by the Trust, and no
direct charges are made to shareholders. Although the Trust has no present
intention of making such direct charges to shareholders, it reserves the right
to do so. Shareholders will receive prior notice before any such charges are
made.

Systematic Withdrawal Plan

A Systematic Withdrawal Plan, referred to in the Prospectus Under "Systematic
Withdrawal Plan," provides for monthly or quarterly, withdrawal payments of $100
or more from the account of a shareholder provided that the account has a value
of at least $25,000 at the time the plan is established.

Since withdrawal payments represent proceeds from liquidation of shares, the
shareholder should recognize that withdrawals may reduce and possibly exhaust
the value of the account, particularly in the event of a decline in the net
asset value. See "Redemptions" and "Income Dividends, Capital Gain Distributions
and Tax Status" below for certain information as to federal income taxes.

Exchange Privilege

Shareholders may redeem their shares of any Fund and have the proceeds applied
on the same day to purchase shares of any other Fund. The value of shares
exchanged must be at least $1,000 and all exchanges are subject to the minimum
investment requirement of the Fund into which the exchange is being made. This
option is summarized in the Prospectus under "Shareholder Services--Free
Exchange Privilege."

Statement of Additional Information 9

<PAGE>

Exchanges may be effected by (1) making a telephone request by calling 1-800-
590-0898, provided that an investor does not decline the exchange privilege on
the account application or (2) sending a written exchange request to Mutual
Shareholder Services accompanied by an account application for the appropriate
Fund. The Trust reserves the right to modify this exchange privilege without
prior notice.

An exchange constitutes a sale of the shares for federal income tax purposes on
which the investor may realize a capital gain or loss.

IRAs

Under "Tax-Deferred Retirement Plans" the Prospectus refers to Individual
Retirement Accounts (IRAs), Roth IRAs and Educational IRAs established under a
prototype plan made available by the Distributor. These plans may be funded with
shares of any Fund. All income dividends and capital gain distributions of plan
participants must be reinvested. Plan documents and further information can be
obtained from the Distributor.

Check with your financial or tax adviser as to the suitability of Fund shares
for your retirement plan.

Redemptions

The procedures for redemption of Fund shares are summarized in the Prospectus
under "Instructions for Selling Fund Shares."

Except as noted below, signatures on redemption requests must be guaranteed by
commercial banks, trust companies, savings associations, credit unions or
brokerage firms that are members of domestic securities exchanges. Signature
guarantees by notaries public are not acceptable. However, as noted in the
Prospectus, a signature guarantee will not be required if the proceeds of the
redemption do not exceed $25,000 and the proceeds check is made payable to the
registered owner(s) and mailed to the record address.

If a shareholder does not decline the telephone redemption service on the
application form, Fund shares may be redeemed by making a telephone call
directly to . Mutual Shareholder Services at 1-800-590-0898. There is currently
a $15 charge for processing wire redemptions. Telephonic redemption requests
must be received by 4:00 p.m. prior to the close of regular trading on the New
York Stock Exchange on a day when the Exchange is open for business. Requests
made after that time or on a day when the New York Stock Exchange is not open
for business cannot be accepted by Mutual Shareholder Services and a new request
will be necessary.

In order to redeem shares by telephone, a shareholder must not select the
DISTRIBUTION & TELEPHONE OPTIONS section which states: I (we) DO NOT authorize
The Transfer Agent to honor telephone instructions for this account. Neither the
Fund nor the Transfer Agent will be liable for properly acting upon telephone
instructions believed to be genuine. I (we) understand that redemptions
authorized by telephone are paid by check and mailed to me (us) or wire
transferred to an account of the exact same title. I (we) understand that a
limit for telephone redemptions is $25,000. The Trust, Value Trend Funds and
Mutual Shareholder Services are not responsible for the authenticity of
withdrawal instructions received by telephone.

The redemption price will be the net asset value per share next determined after
the redemption request and any necessary special documentation are received by
Mutual Shareholder Services in proper form. Proceeds resulting from a written
redemption request will normally be mailed to you within seven days after
receipt of your request in good order. Telephonic redemption proceeds will
normally be wired on the first business day following receipt of a proper
redemption request. In those cases where you have recently purchased your shares
by check and your check was received less than fifteen days prior to the
redemption request, the Fund may withhold redemption proceeds until your check
has cleared.

Each Fund will normally redeem shares for cash; however, each Fund reserves the
right to pay the redemption price wholly or partly in kind if the Board of
Trustees of the Trust determines it to be advisable in the interest of the
remaining shareholders. If portfolio securities are distributed in lieu of cash,
the shareholder will normally incur brokerage commissions upon subsequent
disposition of any such securities. However, the Trust has elected to be
governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is
obligated to redeem shares solely in cash for any shareholder during any 90-day
period up to the lesser of $250,000 or 1% of the total net asset value of the
Trust at the beginning of such period.

Statement of Additional Information 10

<PAGE>

A redemption constitutes a sale of the shares for federal income tax purposes on
which the investor may realize a long-term or short-term capital gain or loss.
See "Dividends and Distributions", and "Taxes".

TAXATION

As described in the Prospectus under "Taxes" it is the policy of each Fund to
pay its shareholders, as dividends, substantially all net investment income and
to distribute annually all net realized capital gains, if any, after offsetting
any capital loss carryovers.

Income dividends and capital gain distributions are payable in full and
fractional shares of the particular Fund based upon the net asset value
determined as of the close of regular trading on the New York Stock Exchange on
the record date for each dividend or distribution. Shareholders, however, may
elect to receive their income dividends or capital gain distributions, or both,
in cash. The election may be made at any time by submitting a written request
directly to Value Trend Funds, 1301 East Ninth Street, Suite 1005 Cleveland,
Ohio 44114 . In order for a change to be in effect for any dividend or
distribution, it must be received by 10:00 a.m. on or before the record date for
such dividend or distribution.

As required by federal law, detailed federal tax information will be furnished
to each shareholder for each calendar year on or before January 31 of the
succeeding year.

Each Fund intends to qualify each year as a regulated investment company under
Subchapter M of the Internal Revenue Code and to qualify for the special tax
treatment accorded regulated investment companies and their shareholders. In
order so to qualify, the Fund must, among other things, (i) derive at least 90%
of its gross income from dividends, interest, payments with respect to certain
securities loans, gains from the sale of stock, securities or foreign
currencies, or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies; (ii) distribute with respect to each
taxable year at least 90% of the sum of its taxable net investment income, its
net tax-exempt income (if any), and the excess, if any, of net short-term
capital gains over net long-term capital losses for such year; and (iii) at the
end of each fiscal quarter maintain at least 50% of the value of its total
assets in cash, cash items (including receivables), government securities,
securities of other regulated investment companies, and other securities of
issuers which represent, with respect to each issuer, no more than 5% of the
value of the Fund's total assets and 10% of the outstanding voting securities of
such issuer, and with no more than 25% of the value of its total assets invested
in the securities (other than those of the U.S. government or other regulated
investment companies) of any one issuer or of two or more issuers which the Fund
controls and which are engaged in the same, similar or related trades and
businesses. If it qualifies for treatment as a regulated investment company, the
Fund will not be subject to federal income tax on income paid to its
shareholders in the form of dividends or capital gain distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of each
Fund's "required distribution" over its actual distributions in any calendar
year. Generally, the "required distribution" is 98% of the Fund's ordinary
income for the calendar year plus 98% of its capital gain net income recognized
during the one-year period ending on October 31 (or December 31, if the Fund so
elects) plus undistributed amounts from prior years. Each Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by a Fund during October, November or December to shareholders of
record on a date in any such month and paid by the Fund during the following
January will be treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which declared.

Shareholders of each Fund will be subject to federal income taxes on
distributions made by the Fund whether received in cash or additional shares of
the Fund. Distributions by each Fund of net income and short-term capital gains,
if any, will be taxable to shareholders as ordinary income. Distributions of
long-term capital gains, if any, will be taxable to shareholders as long-term
capital gains, without regard to how long a shareholder has held shares of the
Fund. Pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act"), dividends of
long-term capital gains generally will be subject to a maximum tax rate of 20%
based upon the holding period in the portfolio investment generating the
distributed gains. A loss on the sale of shares held for 12 months or less will
be treated as a long-term capital loss to the extent of any long-term capital
gain dividend paid to the shareholder with respect to such shares.

Dividends and distributions on Fund shares received shortly after their
purchase, although in effect a return of capital, are subject to federal income
taxes.

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders may realize gains and losses on these transactions. If
shares have been held for more than one year, gain or loss realized will be
long-term capital gain or loss, provided the shareholder holds the shares as a
capital asset. Pursuant to the 1997 Act, long-term capital gains

Statement of Additional Information 11

<PAGE>

generally will be subject to a maximum tax rate of 20% depending upon the
shareholder's holding period in Fund shares. However, if a shareholder sells
Fund shares at a loss within six months after purchasing the shares, the loss
will be treated as a long-term capital loss to the extent of any long-term
capital gain distributions received by the shareholder. Furthermore, no loss
will be allowed on the sale of Fund shares to the extent the shareholder
acquired other shares of the same Fund within 30 days prior to the sale of the
loss shares or 30 days after such sale.

The foregoing is a general and abbreviated summary of the applicable provisions
of the Code and regulations currently in effect. For the complete provisions,
reference should be made to the pertinent Internal Revenue Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative action.

Dividends and distributions also may be subject to state and local taxes.
Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state or local taxes.

The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S.
investors should consult their tax advisers concerning the tax consequences of
ownership of shares of the Fund, including the possibility that distributions
may be subject to a 30% U.S. withholding tax (or a reduced rate of withholding
provided by treaty).

CALCULATION OF PERFORMANCE DATA

Total Return with respect to a Fund is a measure of the change in value of an
investment in such Fund over the period covered, and assumes any dividends or
capital gains distributions are reinvested immediately, rather than paid to the
investor in cash. The formula for calculating total return includes four steps:
(1) adding to the total number of shares purchased through a hypothetical $1,000
investment in the Fund all additional shares which would have been purchased if
all dividends and distributions paid or distributed during the period had been
immediately reinvested; (2) calculating the value of the hypothetical initial
investment of $1,000 as of the end of the period by multiplying the total number
of shares owned at the end of the period by the net asset value per share on the
last trading day of the period; (3) assuming redemption at the end of the
period; and (4) dividing the resulting account value by the initial $1,000
investment.

For the purposes of quoting and comparing the performance of a Fund to that of
other mutual funds and to other relevant market indices in advertisements,
performance will be stated in terms of average annual total return. Under
regulations adopted by the Securities and Exchange Commission, funds that intend
to advertise performance must include average annual total return quotations
calculated according to the following formula

n
P(1+T) = ERV

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5, or 10)
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1-, 5-, or 10-year period, at the end of such period (or
fractional portion thereof).

Performance Comparison

Total Return. Each Fund may from time to time include its total return
information in advertisements or in information furnished to present or
prospective shareholders. Each Fund may from time to time include in
advertisements or information furnished to present or prospective shareholders
(i) the ranking of performance figures relative to such figures for groups of
mutual funds categorized by Lipper Analytical Services, Inc. or Micropal, Inc.
as having similar investment objectives, (ii) the rating assigned to the Fund by
Morningstar, Inc. based on the Fund's risk-adjusted performance relative to
other mutual funds in its broad investment class, and/or (iii) the ranking of
performance figures relative to such figures for mutual funds in its general
investment category as determined by CDA/Weisenberger's Management Results.

Lipper Analytical Services, Inc. ("Lipper") distributes mutual fund rankings
monthly. The rankings are based on total return performance calculated by
Lipper, generally reflecting changes in net asset value adjusted for
reinvestment of capital gains and income dividends. They do not reflect
deduction of any sales charges. Lipper rankings cover a variety of performance

Statement of Additional Information 12

<PAGE>

periods, including year-to-date, 1-year, 5-year, and 10-year performance. Lipper
classifies mutual funds by investment objective and asset category.

Morningstar, Inc. ("Morningstar") distributes mutual fund ratings twice a month.
The ratings are divided into five groups: highest, above average, neutral, below
average and lowest. They represent a fund's historical risk/reward ratio
relative to other funds in its broad investment class as determined by
Morningstar. Morningstar ratings cover a variety of performance periods,
including year-to-date, 1-year, 3-year, 5-year, 10-year and overall performance.
The performance factor for the overall rating is a weighted-average return
performance (if available) reflecting deduction of expenses and sales charges.
Performance is adjusted using quantitative techniques to reflect the risk
profile of the fund. The ratings are derived from a purely quantitative system
that does not utilize the subjective criteria customarily employed by rating
agencies such as Standard & Poor's and Moody's Investors Service, Inc.

Performance information may also be used to compare the performance of the Funds
to certain widely acknowledged standards or indices for stock market
performance, such as those listed below.

Dow Jones Industrial Average. The Dow Jones Industrial Average is a market
value-weighted and unmanaged index of 30 large industrial stocks traded on the
New York Stock Exchange.

Russell 2000 Index. The Russell 2000 Index is comprised of the 2000 smallest of
the 3000 largest U.S.-domiciled corporations, ranked by market capitalization.

Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"). The S&P 500
is a market value-weighted and unmanaged index showing the changes in the
aggregate market value of 500 stocks relative to the base period 1941-43. The
S&P 500 is composed almost entirely of common stocks of companies listed on the
New York Stock Exchange, although the common stocks of a few companies listed on
the American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 400 industrial, 60 transportation and 40 financial
services concerns. The S&P 500 represents about 80% of the market value of all
issues traded on the New York Stock Exchange. The S&P 500 is the most common
index for the overall U.S. stock market.

From time to time, articles about the Funds regarding performance, rankings and
other characteristics of the Funds may appear in publications. Publications may
publish their own rankings or performance reviews of mutual funds. References to
or reprints of such articles may be used in the Funds' promotional literature.
References to articles regarding personnel of Value Trend Capital Management, LP
who have portfolio management responsibility may also be used in the Funds'
promotional literature.

Statement of Additional Information 13

<PAGE>

PART C

OTHER INFORMATION

Item 23. Financial Statements and Exhibits.

(a) Articles of Incorporation. Copy of Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(b) By-Laws. Copy of Registrant's By-Laws, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference.

(d) Investment Advisory Contracts. Copy of Registrant's Investment Advisory
Agreement with Value Trend Capital Management, LP, which was filed as an exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.

(e) Underwriting Contracts. None.

(f) Bonus or Profit Sharing Contracts. None.

(g) Custodial Agreements. Copy of Registrant's agreement with the Custodian was
filed as an exhibit to Registrant's Post-Effective Amendment No. 1, is hereby
incorporated by reference.

(h) Other Material Contracts. None.

(i) Legal Opinion. Not Applicable.

(j) Other Opinions. Not Applicable.

(k) Omitted Financial Statements. None.

(l) Initial Capital Agreements. Subscription Agreements of the Value Trend Large
Cap Fund and the Value Trend Links Fund, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby incorporated by
reference.

(m) Rule 12b-1 Plan. None.

(n) Financial Data Schedule. None.

(o) Rule 18f-3 Plan. None.

Item 24. Control Persons.

The Funds and the Adviser may be deemed to be under common control of Ross C.
Provence (President of the Funds) and Jeffrey R. Provence (Secretary and
Treasurer of the Funds), who are both General Partners of the Adviser.

Item 25. Indemnification.

Reference is made to Article IV of the Registrant's Agreement and Declaration of
Trust which was filed as an Exhibit to Registrant's Pre-Effective Amendment
No.1. The application of these provisions is limited by the following
undertaking set forth in the rules promulgated by the Securities and Exchange
Commission:

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforce able. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

Item 26. Activities of Investment Adviser.

(a) Value Trend Capital Management, LP, 411 West Madison Avenue, El Cajon,
California 92020 ("Value Trend") is a registered investment adviser. It has
engaged in no other business during the past two fiscal years.

(b) The following list sets forth other substantial business activities of the
directors and officers of Value Trend during the past two years - None.

Item 27. Principal Underwriter. None.

Item 28. Location of Accounts and Records.

All accounts, books and documents required to be maintained by the Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31a-3 thereunder are maintained at the office of the Registrant and the
Transfer Agent at The Tower at Erieview, 1301 East Ninth Street, Suite 1005,
Cleveland, Ohio 44114, except that all records relating to the activities of the
Fund's Custodian are maintained at the office of the Custodian, Fifth Third
Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

Item 29. Management Services. Not Discussed in Parts A or B. None.

Item 30. Undertakings. None.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of El Cajon, State of California, on the 9th day of February, 2000.

VALUE TREND FUNDS

By: /s/ Ross C. Provence
------------------
Ross C. Provence, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ Ross C. Provence 9/28/00
-------------------- ---------
Ross C. Provence President and
Trustee of the Funds

/s/ Bradley J. DeHaven 9/28/00
-------------------- ---------
Bradley J. DeHaven Vice President and
Trustee of the Funds

/s/ Jeffrey R. Provence 9/28/00
-------------------- ---------
Jeffrey R. Provence Secretary, Tresurer and
Trustee of the Funds

/s/ Thomas H. Addis 9/28/00
-------------------- ---------
Thomas H. Addis III Trustee of the Funds

/s/ George Cossolias 9/28/00
-------------------- ---------
George Cossolias, CPA Trustee of the Funds

VALUE TREND FUNDS PART C - EXHIBIT LIST FOR POST-EFFECTIVE AMENDMENT 3 AS FILED
ON OCTOBRER 1, 2000

ITEM 23
23 (j) Consent of Independent Certified Public Accountants.

EXHBIT 99.23J

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated July 14, 2000 and to all references to our firm included in or made a part
of this Post-Effective Amendment No. 3 to the Value Trend Funds' Registration
Statement on Form N-1A (File No. 811-09041), including the references to our
firm under the heading "Financial Highlights" in the Prospectus and the heading
"Auditors" in the Statement of Additional Information.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
September 26, 2000