FARMERS INVESTMENT TRUST
485BPOS, 1999-09-02
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        Filed electronically with the Securities and Exchange Commission
                              on September 2, 1999


                                                              File No. 811-09085
                                                              File No. 333-66385

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM N-1A


                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933                        /_/

                         Pre-Effective Amendment No. __               /_/
                         Post-Effective Amendment No. 2               /X/

                                     And/or

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940               /_/

                                 Amendment No. 4                      /X/


                            Farmers Investment Trust
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)


                            Two International Place
                            -----------------------
                        Boston, Massachusetts 02110-4103
                        --------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 295-1000
                                                          ----------------


                                 John Millette
                                 -------------
                        Scudder Kemper Investments, Inc.
                        --------------------------------
                  Two International Place, Boston MA 02110-4103
                  ---------------------------------------------
                     (Name and Address of Agent for Service)

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

/X/    Immediately upon filing pursuant to paragraph (b)
/_/    60 days after filing pursuant to paragraph (a)(1)
/_/    75 days after filing pursuant to paragraph (a)(2)
/_/    On ____________ pursuant to paragraph (b)
/_/    On ____________ pursuant to paragraph (a)(1)
/_/    On ____________ pursuant to paragraph (a)(2) of Rule 485
/_/    On ____________ pursuant to paragraph (a)(3) 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


<PAGE>

Farmers Mutual Fund
Portfolios


 o   Income Portfolio

 o   Income with Growth Portfolio

 o   Balanced Portfolio

 o   Growth with Income Portfolio

 o   Growth Portfolio


Prospectus
September 1, 1999


Offering a broad range of investment opportunities by investing in a select mix
of established mutual funds.


Mutual funds:
o    are not FDIC-insured
o    have no bank guarantees
o    may lose value


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

<PAGE>

                                          Contents


                                   3      About The Portfolios
- --------------------------------------------------------------------------------
                                   3      Investment objectives and principal
                                          strategies

                                   4      Principal risks

                                   7      Income Portfolio

                                   9      Income with Growth Portfolio

                                  11      Balanced Portfolio

                                  13      Growth with Income Portfolio

                                  15      Growth Portfolio

                                  17      Underlying funds

                                  17      Investment adviser


                                  19      About Your Investment
- --------------------------------------------------------------------------------
                                  19      Choosing a share class

                                  20      Special features

                                  22      Buying shares

                                  27      Selling and exchanging shares

                                  28      Distributions

                                  29      Taxes

                                  30      Transaction information
<PAGE>

About The Portfolios

Investment objectives and principal strategies

Farmers Mutual Fund Portfolios consist of five professionally managed investment
portfolios -- Income, Income with Growth, Balanced, Growth with Income, and
Growth -- each with a distinct investment objective. Each portfolio attempts to
achieve its objective by allocating its assets among a select group of
underlying funds. The underlying funds fall within three broad categories:
equity funds (domestic and international), bond funds (domestic and
international) and money market funds. The investment objectives and principal
strategies of the portfolios are as follows (investment ranges are expressed in
terms of each portfolio's total assets):

o    Income Portfolio seeks a high level of current income by investing
     primarily in bond funds, including short- and long-term bond funds,
     government bond funds, high yield bond funds and international bond funds.
     Long-term bonds typically have an average maturity of greater than ten
     years. Short-term bonds typically have an average maturity of less than
     three years. The portfolio invests 80-100% in bond funds and 0-20% in a
     money market fund, cash or cash equivalents. The portfolio may invest in a
     broad mix of bond funds, with holdings of varying maturities and credit
     qualities.

o    Income with Growth Portfolio seeks current income and, as a secondary
     objective, long-term growth of capital, by investing substantially in bond
     funds and, to a lesser extent, equity funds. The portfolio invests 60-80%
     in bond funds, 20-40% in equity funds and 0-15% in a money market fund,
     cash or cash equivalents. The portfolio may invest in a broad mix of bond
     funds, with holdings of varying maturities and credit qualities, and equity
     funds, including large-cap, small-cap, growth, value and international
     funds.

o    Balanced Portfolio seeks a balance of current income and long-term growth
     of capital by investing predominantly in a mix of equity and bond funds.
     The portfolio invests 40-60% in equity funds, 40-60% in bond funds and
     0-10% in a money market fund, cash or cash equivalents. At all times the
     portfolio will indirectly be invested at least 25% in fixed-income senior
     securities. The portfolio may invest in a broad mix of bond funds, with
     holdings of varying maturities and credit qualities, and equity funds,
     including large-cap, small-cap, growth, value and international funds.

o    Growth with Income Portfolio seeks long-term growth of capital and modest
     income by investing primarily in equity funds and, to a lesser extent, bond
     funds. The portfolio invests 60-80% in equity funds, 20-40% in bond funds
     and 0-10% in a money market fund, cash or cash equivalents. The portfolio
     may invest in a broad mix of equity funds, including large-cap, small-cap,
     growth, value and international funds, and bond funds, with holdings of
     varying maturities and credit qualities.

                                       3
<PAGE>

o    Growth Portfolio seeks long-term growth of capital through investment
     primarily in equity funds. The portfolio invests 95-100% in equity funds
     and 0-5% in a money market fund, cash or cash equivalents. The portfolio
     may invest in a broad mix of equity funds, including large-cap, small-cap,
     growth, value and international funds.

To the extent that a portfolio invests in bond funds, these underlying funds may
invest in investment grade bonds (bonds rated in the four highest ratings
categories by Standard & Poor's Corporation (S&P) (AAA, AAA and BBB) or Moody's
Investors Service, Inc. ("Moody's") (Aaa, Aa, A and Baa) or in bonds that are
not considered investment grade (bonds rated Ba or below by Moody's or BB or
below by S&P). Non-investment grade bonds are higher yielding, higher risk
securities commonly known as "junk bonds." Underlying funds may have the ability
to invest in debt securities rated as low as D.

The primary difference among the portfolios is their asset allocations among the
underlying funds. (See "Underlying funds" for a list of the funds that the
portfolios may invest in.) The portfolio management team for each portfolio
allocates investments (buys and sells shares of the underlying funds) using a
disciplined, proprietary investment approach designed for each portfolio that
incorporates fundamental research and quantitative data. The underlying mutual
funds are selected based on a combination of factors including, track record,
performance and management stability. The portfolio management team also
considers the outlook of the portfolios' investment adviser, Scudder Kemper
Investments, Inc., for the financial markets and the world economies. Each
portfolio may invest in underlying funds that are affiliated or unaffiliated
with the portfolios' investment adviser.

From time to time, each portfolio may invest, without limit, in cash and cash
equivalents for temporary defensive purposes. Because this defensive policy
differs from each portfolio's investment objective, a portfolio may not achieve
its goals during such a defensive period.

Each portfolio's investment objective and policies may be changed without a vote
of shareholders.

Of course, there can be no guarantee that by following its particular investment
strategies, a portfolio will achieve its objective.

Principal risks

Each portfolio's ability to achieve its objective depends on the performance of
the underlying funds in which it invests, as well as the allocation of the
portfolio's assets among the underlying funds. The performance of the underlying
funds, in turn, depends upon the performance of the securities in which they
invest and the skill of their investment advisers.

A portfolio's return and net asset value will go up and down, and it is possible
to lose money invested in a portfolio. The portfolio management team's skill in
choosing the appropriate mix of underlying funds will determine in large part a
portfolio's ability to achieve its objective.

                                       4
<PAGE>

An investment in a portfolio is subject to varying degrees of potential
investment risk. The more aggressive portfolios are intended for investors with
longer investment time horizons and high degrees of risk tolerance. In pursuing
higher investment returns, these portfolios incur greater risks and more
dramatic fluctuations in value. In contrast, the more conservative portfolios
are designed for investors with shorter investment time horizons and low degrees
of risk tolerance.

The Income Portfolio may be suitable for investors with an investment time
horizon of 1-3 years or more. The Income with Growth Portfolio may be suitable
for investors with an investment time horizon of 3-5 years or more. The Balanced
Portfolio may be suitable for investors with an investment time horizon of 3-5
years or more. The Growth with Income Portfolio may be suitable for investors
with an investment time horizon of 5 years or more. The Growth Portfolio may be
suitable for investors with an investment time horizon of 5 years or more.

Because the portfolios invest in underlying funds, each portfolio will
indirectly bear its pro rata share of fees and expenses incurred by the
underlying funds in which it is invested. This may result in total returns that
are lower than if a portfolio had directly invested in the underlying funds'
portfolio securities.

Each portfolio's risks are directly related to the risks of the securities held
by the underlying funds, as well as the proportion of the portfolio's assets
invested in each of the underlying funds. The principal risks of the securities
held by the underlying funds include the following:

Equity investing risk. An investment in the common stock of a company represents
a proportionate ownership interest in that company. Therefore, a fund
participates in the stock market performance of any company in which it holds
stock. Compared to other classes of financial assets, such as bonds or cash
equivalents, common stocks historically have offered a greater potential for
gain on investment. However, the market value of stocks can fluctuate
significantly, reflecting such things as the business performance of the issuing
company, investors' perceptions of the company or the overall stock market and
general economic or financial market movements. Smaller companies are especially
sensitive to these factors, but any company may become valueless.

Income investing risk. The principal risks involved with investments in bonds
include interest rate risk, credit risk and pre-payment risk. Interest rate risk
refers to the likely decline in the value of bonds as interest rates rise.
Generally, longer-term securities are more susceptible than shorter-term
securities to changes in value as a result of interest rate changes. Credit risk
refers to the risk that an issuer of a bond may default with respect to the
payment of principal and interest. The lower a bond is rated, the more it is
considered to be a speculative or risky investment. Pre-payment risk is
associated with pooled debt securities, such as mortgage-backed securities and
asset-backed securities, but may affect other debt securities as well. When the
underlying debt obligations are prepaid ahead of schedule, the return on the
security will be lower than expected. Pre-payment usually increases when
interest rates are falling.

                                       5
<PAGE>

Foreign investing risk. Investing in foreign securities and, to a greater extent
emerging markets, involves risks in addition to those associated with investing
in the U.S. To the extent that investments are denominated in foreign
currencies, adverse changes in the value of foreign currencies may have a
significant negative effect on returns from these investments. Investing in
foreign securities exposes a fund to an increased risk of political and economic
instability.

Other risks of investing in foreign securities include limited information,
higher brokerage costs, different accounting standards and thinner trading
markets as compared to U.S. markets.

Inflation risk. There is a possibility that the rising prices of goods and
services may have the effect of lowering the real value of an underlying fund's
return. This is likely to have a greater impact on the returns of bond funds and
money market funds, which historically have had more modest returns in
comparison to equity funds.

Portfolio management risk. There is a risk that a portfolio or underlying fund
may not achieve its objective because its portfolio management team may not
effectively execute its investment strategies.

                                       6
<PAGE>

Income Portfolio

Past performance


Because this is a new portfolio, it did not have a full calendar year of
performance data to report as of the date of this prospectus.


Fee and expense information


This information is designed to help you understand the fees and expenses that
you may pay if you buy and hold shares of the portfolio. Each class of shares
has a different set of transaction fees, which will vary based on the length of
time you hold shares in the portfolio and the amount of your investment. You
will find details about fee discounts and waivers in the section of this
prospectus entitled "ABOUT YOUR INVESTMENT -- Choosing a share class."


Each class of shares of the portfolio has a single, all-inclusive fee covering
investment management and other operating expenses. This fee rate will not
fluctuate.

Shareholder fees: Fees paid directly from your investment.

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

 Maximum sales charge (load) imposed on purchases          5.00%         NONE
 (as % of offering price)

 Maximum deferred sales charge (load)                      NONE^(1)      4.00%

 Maximum sales charge (load) imposed on reinvested         NONE          NONE
   dividends/distributions

 Redemption fee (as % of amount redeemed, if applicable)   NONE          NONE

 Exchange fee                                              NONE          NONE

Annual portfolio operating expenses (expenses that are deducted from
portfolio assets):
                                                          Class A       Class B
                                                          -------       -------


 Management fee                                            0.75%         0.75%

 Distribution (12b-1) and service fees                     0.25%         1.00%
 Other expenses^(2)                                        0.00%         0.00%
                                                           -----         -----
 Total annual portfolio operating expenses                 1.00%         1.75%
                                                           =====         =====

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

(1)  The redemption of Class A shares purchased at net asset value under the
     Large Order NAV Purchase Privilege may be subject to a contingent deferred
     sales charge of 1% if redeemed within one year of purchase and 0.50% if
     redeemed during the second year following purchase.

(2)  The management fee includes ordinary operating expenses. See "ABOUT THE
     PORTFOLIOS -- Investment adviser" for more information.


Income Portfolio's shareholders will also indirectly bear the portfolio's pro
rata share of fees and expenses charged by the underlying funds in which the
portfolio is invested. The range for the average weighted expense ratio borne by
the portfolio in connection with its investments in the underlying funds is
expected to be 0.44% to 0.95%. This information is provided as a range since the
average assets of the portfolio invested in each of the underlying funds will
fluctuate.


                                       7
<PAGE>

Example

This example is to help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds.

This example illustrates the impact of the total estimated pro rata fees and
expenses (including both portfolio and underlying fund fees and expenses) on an
account with an initial investment of $10,000, based on the portfolio fees and
operating expenses and the midpoint of the range of expenses expected to be
borne by the portfolio in connection with its investments in the underlying
funds (discussed above). It assumes a 5% annual return, the reinvestment of all
dividends and distributions and "annual portfolio operating expenses" remaining
the same each year.


Fees and expenses if you sold shares at the end of:

                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $597                  $591
3 Years                                            $802                  $881
5 Years                                          $1,025                $1,184
10 Years                                         $1,663                $2,062

Fees and expenses if you did not sell your shares:
                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $597                  $178
3 Years                                            $802                  $551
5 Years                                          $1,025                  $949
10 Years                                         $1,663                $2,062


                                       8
<PAGE>

Income with Growth Portfolio

Past performance


Because this is a new portfolio, it did not have a full calendar year of
performance data to report as of the date of this prospectus.


Fee and expense information


This information is designed to help you understand the fees and expenses that
you may pay if you buy and hold shares of the portfolio. Each class of shares
has a different set of transaction fees, which will vary based on the length of
time you hold shares in the portfolio and the amount of your investment. You
will find details about fee discounts and waivers in the section of this
prospectus entitled "ABOUT YOUR INVESTMENT -- Choosing a share class."

Each class of shares of the portfolio has a single, all-inclusive fee covering
investment management and other operating expenses. This fee rate will not
fluctuate.


Shareholder fees: Fees paid directly from your investment.

                                                   Class A            Class B
                                                   -------            -------
 Maximum sales charge (load) imposed on
   purchases (as % of offering price)              5.25%               NONE
 Maximum deferred sales charge (load)              NONE^(1)            4.00%
 Maximum sales charge (load) imposed on
   reinvested dividends/distributions              NONE                NONE
 Redemption fee (as % of amount redeemed,
   if applicable)                                  NONE                NONE
 Exchange fee                                      NONE                NONE

Annual portfolio operating expenses (expenses that are deducted from portfolio
assets):

                                                   Class A            Class B
                                                   -------            -------
 Management fee                                    0.75%               0.75%
 Distribution (12b-1) and service fees             0.25%               1.00%
 Other expenses^(2)                                0.00%               0.00%
                                                   -----               -----
 Total annual portfolio operating expenses         1.00%               1.75%
                                                   =====               =====


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

(1)  The redemption of Class A shares purchased at net asset value under the
     Large Order NAV Purchase Privilege may be subject to a contingent deferred
     sales charge of 1% if redeemed within one year of purchase and 0.50% if
     redeemed during the second year following purchase.
(2)  The management fee includes ordinary operating expenses. See "ABOUT THE
     PORTFOLIOS -- Investment adviser" for more information.

                                       9
<PAGE>


Income with Growth Portfolio's shareholders will also indirectly bear the
portfolio's pro rata share of fees and expenses charged by the underlying funds
in which the portfolio is invested. The range for the average weighted expense
ratio borne by the portfolio in connection with its investments in the
underlying funds is expected to be 0.60% to 1.28%. This information is provided
as a range since the average assets of the portfolio invested in each of the
underlying funds will fluctuate.


Example

This example is to help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds.

This example illustrates the impact of the total estimated pro rata fees and
expenses (including both portfolio and underlying fund fees and expenses) on an
account with an initial investment of $10,000, based on the portfolio fees and
operating expenses and the midpoint of the range of expenses expected to be
borne by the portfolio in connection with its investments in the underlying
funds (discussed above). It assumes a 5% annual return, the reinvestment of all
dividends and distributions and "annual portfolio operating expenses" remaining
the same each year.

Fees and expenses if you sold shares at the end of:


                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $622                  $591
3 Years                                            $827                  $881
5 Years                                          $1,048                $1,184
10 Years                                         $1,685                $2,062

Fees and expenses if you did not sell your shares:

                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $622                  $178
3 Years                                            $827                  $551
5 Years                                          $1,048                  $949
10 Years                                         $1,685                $2,062


                                       10
<PAGE>

Balanced Portfolio

Past performance


Because this is a new portfolio, it did not have a full calendar year of
performance data to report as of the date of this prospectus.


Fee and expense information


This information is designed to help you understand the fees and expenses that
you may pay if you buy and hold shares of the portfolio. Each class of shares
has a different set of transaction fees, which will vary based on the length of
time you hold shares in the portfolio and the amount of your investment. You
will find details about fee discounts and waivers in the section of this
prospectus entitled "ABOUT YOUR INVESTMENT -- Choosing a share class."

Each class of shares of the portfolio has a single, all-inclusive fee covering
investment management and other operating expenses. This fee rate will not
fluctuate.


Shareholder fees: Fees paid directly from your investment.

                                                       Class A         Class B
                                                       -------         -------
 Maximum sales charge (load) imposed on purchases
   (as % of offering price)                             5.75%           NONE

 Maximum deferred sales charge (load)                   NONE(1)         4.00%

 Maximum sales charge (load) imposed on reinvested      NONE            NONE
   dividends/distributions

 Redemption fee (as % of amount redeemed,               NONE            NONE
   if applicable)

 Exchange fee                                           NONE            NONE


Annual portfolio operating expenses (expenses that are deducted from portfolio
assets):


                                                       Class A         Class B
                                                       -------         -------
 Management fee                                         0.75%           0.75%

 Distribution (12b-1) and service fees                  0.25%           1.00%

 Other expenses(2)                                      0.00%           0.00%
                                                        -----           -----
 Total annual portfolio operating expenses              1.00%           1.75%
                                                        =====           =====

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

(1)  The redemption of Class A shares purchased at net asset value under the
     Large Order NAV Purchase Privilege may be subject to a contingent deferred
     sales charge of 1% if redeemed within one year of purchase and 0.50% if
     redeemed during the second year following purchase.

(2)  The management fee includes ordinary operating expenses. See "ABOUT THE
     PORTFOLIOS -- Investment adviser" for more information.


Balanced Portfolio's shareholders will also indirectly bear the portfolio's pro
rata share of fees and expenses charged by the underlying funds in which the
portfolio is invested. The range for the average weighted expense ratio borne by
the portfolio in connection with its investments in the underlying funds is
expected to be 0.53% to 1.45%. This information is provided as a range since the
average assets of the portfolio invested in each of the underlying funds will
fluctuate.


                                       11
<PAGE>

Example

This example is to help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds.

This example illustrates the impact of the total estimated pro rata fees and
expenses (including both portfolio and underlying fund fees and expenses) on an
account with an initial investment of $10,000, based on the portfolio fees and
operating expenses and the midpoint of the range of expenses expected to be
borne by the portfolio in connection with its investments in the underlying
funds (discussed above). It assumes a 5% annual return, the reinvestment of all
dividends and distributions and "annual portfolio operating expenses" remaining
the same each year.

Fees and expenses if you sold shares at the end of:


                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $591
3 Years                                            $875                  $881
5 Years                                          $1,096                $1,184
10 Years                                         $1,729                $2,062

Fees and expenses if you did not sell your shares:

                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $178
3 Years                                            $875                  $551
5 Years                                          $1,096                  $949
10 Years                                         $1,729                $2,062


                                       12
<PAGE>

Growth with Income Portfolio

Past performance


Because this is a new portfolio, it did not have a full calendar year of
performance data to report as of the date of this prospectus.


Fee and expense information


This information is designed to help you understand the fees and expenses that
you may pay if you buy and hold shares of the portfolio. Each class of shares
has a different set of transaction fees, which will vary based on the length of
time you hold shares in the portfolio and the amount of your investment. You
will find details about fee discounts and waivers in the section of this
prospectus entitled "ABOUT YOUR INVESTMENT -- Choosing a share class."


Each class of shares of the portfolio has a single, all-inclusive fee covering
investment management and other operating expenses. This fee rate will not
fluctuate.

Shareholder fees: Fees paid directly from your investment.

                                                       Class A        Class B
                                                       -------        -------
 Maximum sales charge (load) imposed on purchases       5.75%          NONE
   (as % of offering price)

 Maximum deferred sales charge (load)                   NONE^(1)       4.00%

 Maximum sales charge (load) imposed on reinvested      NONE           NONE
   dividends/distributions

 Redemption fee (as % of amount redeemed,               NONE           NONE
 if applicable)

 Exchange fee                                           NONE           NONE

Annual portfolio operating expenses (expenses that are deducted from portfolio
assets):


                                                       Class A         Class B
                                                       -------         -------
 Management fee                                         0.75%           0.75%

 Distribution (12b-1) and service fees                  0.25%           1.00%

 Other expenses^(2)                                     0.00%           0.00%
                                                        -----           -----
 Total annual portfolio operating expenses              1.00%           1.75%
                                                        =====           =====

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

(1)  The redemption of Class A shares purchased at net asset value under the
     Large Order NAV Purchase Privilege may be subject to a contingent deferred
     sales charge of 1% if redeemed within one year of purchase and 0.50% if
     redeemed during the second year following purchase.

(2)  The management fee includes ordinary operating expenses. See "ABOUT THE
     PORTFOLIOS -- Investment adviser" for more information.


Growth with Income Portfolio's shareholders will also indirectly bear the
portfolio's pro rata share of fees and expenses charged by the underlying funds
in which the portfolio is invested. The range for the average weighted expense
ratio borne by the portfolio in connection with its investments in the
underlying funds is expected to be 0.59% to 1.61%. This information is provided
as a range since the average assets of the portfolio invested in each of the
underlying funds will fluctuate.


                                       13
<PAGE>

Example

This example is to help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds.

This example illustrates the impact of the total estimated pro rata fees and
expenses (including both portfolio and underlying fund fees and expenses) on an
account with an initial investment of $10,000, based on the portfolio fees and
operating expenses and the midpoint of the range of expenses expected to be
borne by the portfolio in connection with its investments in the underlying
funds (discussed above). It assumes a 5% annual return, the reinvestment of all
dividends and distributions and "annual portfolio operating expenses" remaining
the same each year.

Fees and expenses if you sold shares at the end of:



                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $591
3 Years                                            $875                  $881
5 Years                                          $1,096                $1,184
10 Years                                         $1,729                $2,062


Fees and expenses if you did not sell your shares:


                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $178
3 Years                                            $875                  $551
5 Years                                          $1,096                  $949
10 Years                                         $1,729                $2,062


                                       14
<PAGE>

Growth Portfolio

Past performance


Because this is a new portfolio, it did not have a full calendar year of
performance data to report as of the date of this prospectus.


Fee and expense information


This information is designed to help you understand the fees and expenses that
you may pay if you buy and hold shares of the portfolio. Each class of shares
has a different set of transaction fees, which will vary based on the length of
time you hold shares in the portfolio and the amount of your investment. You
will find details about fee discounts and waivers in the section of this
prospectus entitled "ABOUT YOUR INVESTMENT -- Choosing a share class."


Each class of shares of the portfolio has a single, all-inclusive fee covering
investment management and other operating expenses. This fee rate will not
fluctuate.

Shareholder fees: Fees paid directly from your investment.

                                                        Class A       Class B
                                                        -------       -------
 Maximum sales charge (load) imposed on purchases        5.75%         NONE
 (as % of offering price)

 Maximum deferred sales charge (load)                    NONE^(1)      4.00%

 Maximum sales charge (load) imposed on reinveste        NONE          NONE
 dividends/distributions

 Redemption fee (as % of amount redeemed,                NONE          NONE
 if applicable)

 Exchange fee                                            NONE          NONE

Annual portfolio operating expenses (expenses that are deducted from portfolio
assets):


                                                       Class A         Class B
                                                       -------         -------
 Management fee                                         0.75%           0.75%

 Distribution (12b-1) and service fees                  0.25%           1.00%

 Other expenses^(2)                                     0.00%           0.00%
                                                        -----           -----
 Total annual portfolio operating expenses              1.00%           1.75%
                                                        =====           =====

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

(1)  The redemption of Class A shares purchased at net asset value under the
     Large Order NAV Purchase Privilege may be subject to a contingent deferred
     sales charge of 1% if redeemed within one year of purchase and 0.50% if
     redeemed during the second year following purchase.

(2)  The management fee includes ordinary operating expenses. See "ABOUT THE
     PORTFOLIOS -- Investment adviser" for more information.


Growth Portfolio's shareholders will also indirectly bear the portfolio's pro
rata share of fees and expenses charged by the underlying funds in which the
portfolio is invested. The range for the average weighted expense ratio borne by
the portfolio in connection with its investments in the underlying funds is
expected to be 0.73% to 1.78%. This information is provided as a range since the
average assets of the portfolio invested in each of the underlying funds will
fluctuate.


                                       15
<PAGE>

Example

This example is to help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds.

This example illustrates the impact of the total estimated pro rata fees and
expenses (including both portfolio and underlying fund fees and expenses) on an
account with an initial investment of $10,000, based on the portfolio fees and
operating expenses and the midpoint of the range of expenses expected to be
borne by the portfolio in connection with its investments in the underlying
funds (discussed above). It assumes a 5% annual return, the reinvestment of all
dividends and distributions and "annual portfolio operating expenses" remaining
the same each year.

Fees and expenses if you sold shares at the end of:


                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $591
3 Years                                            $875                  $881
5 Years                                          $1,096                $1,184
10 Years                                         $1,729                $2,062


Fees and expenses if you did not sell your shares:


                                                  Class A              Class B
                                                  -------              -------
1 Year                                             $671                  $178
3 Years                                            $875                  $551
5 Years                                          $1,096                  $949
10 Years                                         $1,729                $2,062


                                       16
<PAGE>

Underlying funds

The portfolios invest in underlying fund shares that do not charge any sales,
service or distribution fees.

The portfolios may invest in, but are not limited to, the following underlying
funds:

Equity funds

o    Janus Twenty Fund

o    Kemper-Dreman High Return Equity Fund

o    Scudder Growth and Income Fund

o    Scudder International Fund

o    Scudder Small Company Value Fund

o    Templeton Developing Markets Trust

Bond funds

o    Kemper High Yield Fund

o    Kemper U.S. Government Securities Fund

o    PIMCO Foreign Bond Fund

o    PIMCO Low Duration Fund

o    Scudder Income Fund

Money market fund

o    Zurich Money Market Fund

Investment adviser

Each portfolio retains the investment management firm of Scudder Kemper
Investments, Inc. (the "Adviser"), Two International Place, Boston,
Massachusetts, to manage the portfolio's daily investment and business affairs
subject to the policies established by the Board of Trustees. The Adviser
actively manages your investment in a portfolio.

Portfolio management

Each portfolio is managed by a team of investment professionals, each of whom
plays an important role in the portfolio's management process. Team members work
together to develop investment strategies and select underlying funds for each
portfolio. They are supported by the Adviser's large staff of economists,
research analysts, traders and other investment specialists who work in the
Adviser's offices across the United States and abroad. The Adviser believes that
its team approach benefits portfolio investors by bringing together many
disciplines and leveraging its extensive resources.

                                       17
<PAGE>

The following investment professionals are associated with each portfolio as
indicated:

                           Joined the
Name and Title             Portfolios       Responsibilities and Background
- --------------------------------------------------------------------------------
Philip S. Fortuna             1999          Mr. Fortuna joined the Adviser in
Lead Manager                                1986 as a manager of institutional
                                            equity accounts and has oversight
                                            responsibility for the portfolios'
                                            day-to-day management and investment
                                            strategies. In addition to his
                                            portfolio management
                                            responsibilities, Mr. Fortuna is
                                            currently the director of the
                                            Adviser's quantitative group.

Shahram Tajbakhsh             1999          Mr. Tajbakhsh joined the Adviser in
Manager                                     1996 and has over six years of
                                            industry experience as a lead
                                            project manager, including work in
                                            developing quantitative databases
                                            and quantitative models.

Salvatore J. Bruno            1999          Mr. Bruno joined the Adviser in 1991
Manager                                     and has over seven years of
                                            investment industry experience as a
                                            quantitative services analyst.
- --------------------------------------------------------------------------------

The Adviser pays each portfolio's ordinary operating expenses. The following
expenses are not considered to be ordinary operating expenses of a portfolio:
interest; all taxes or governmental fees payable with respect to the portfolio;
all brokers' commissions and other charges incident to the purchase, sale, or
lending of a portfolio's portfolio securities; all compensation of Trustees
(other than those affiliated with the Adviser) and all expenses incurred in
connection with their service; and non-recurring expenses as may arise,
including the costs of legal proceedings to which a portfolio may be a party and
the expenses the portfolio may incur as a result of its legal obligation to
indemnify its officers and agents; and expenses incurred under the portfolio's
shareholder services and distribution plan.


Year 2000 and euro readiness

Like all mutual funds, the portfolios could be affected by the inability of some
computer systems to recognize the year 2000. Also, because certain underlying
funds invest in foreign securities, a portfolio could be affected by accounting
differences, changes in tax treatment or other issues related to the conversion
of certain European currencies into the euro, which is already underway. The
Adviser has readiness programs designed to address these problems, and is also
researching the readiness of suppliers and business partners as well as issuers
of securities the fund owns. Still, there's some risk that one or both of these
problems could materially affect a portfolio's operations (such as its ability
to calculate net asset value and to handle purchases and redemptions), its
investments, or securities markets in general.


                                       18
<PAGE>

About Your Investment

Choosing a share class

Each portfolio provides investors with the option of purchasing shares in the
following ways:

- --------------------------------------------------------------------------------
Class A Shares      Offered at net asset value, subject to a Rule 12b-1
                    distribution fee, and a maximum sales charge of: 5.00% of
                    the offering price for the Income Portfolio, 5.25% of the
                    offering price for the Income with Growth Portfolio and
                    5.75% of the offering price for Balanced, Growth with
                    Income, and Growth Portfolios. Reduced sales charges apply
                    to purchases of $50,000 or more. Class A shares purchased at
                    net asset value under the Large Order NAV Purchase Privilege
                    may be subject to a 1% contingent deferred sales charge if
                    redeemed within one year of purchase and a 0.50% contingent
                    deferred sales charge if redeemed during the second year
                    following purchase.

Class B Shares      Offered at net asset value, subject to a Rule 12b-1
                    distribution fee and a contingent deferred sales charge that
                    declines from 4% to zero on certain redemptions made within
                    six years of purchase. Class B shares automatically convert
                    into Class A shares (which have lower ongoing Class B Shares
                    expenses) six years after purchase.
- --------------------------------------------------------------------------------


When placing purchase orders, investors must specify whether the order is for
Class A or Class B shares. If a class of shares is not specified on the account
application, Class A shares will be purchased for an investor. Each class of
shares represents interests in the same portfolio of investments of a portfolio.

The decision as to which class to choose depends on a number of factors,
including the amount and intended length of the investment. Investors that
qualify for reduced sales charges might consider Class A shares. Investors who
prefer not to pay an initial sales charge and who plan to hold their investment
for more than six years might consider Class B shares. For more information
about these arrangements, please call Farmers Customer Support toll-free at
1-877-327-8899.

Shareholder services and distribution plan

Kemper Distributors, Inc. (the "Distributor"), a subsidiary of the Adviser, is
the principal underwriter and distributor of the portfolios' shares and acts as
agent of the portfolios in the sale of their shares. The Distributor also
provides information and shareholder services for shareholders of each
portfolio. Each portfolio has adopted a shareholder services and distribution
plan under Rule 12b-1 that provides for fees payable as an expense of the Class
A and Class B shares that are used by the Distributor to pay for distribution
and other services provided to shareholders of each such class. The fee is
payable monthly by the portfolio to the Distributor at the annual rate of 0.25%
and 1.00% of average daily net assets attributable to the Class A and Class B
shares of the portfolio, respectively. The Distributor may pay a portion of this
fee to compensate selling firms for sales of Class B shares. The Distributor
compensates selling firms for sales of Class B shares at the time of sale at a
commission rate of 2.93% of the amount of Class B shares sold. Because 12b-1
fees

                                       19
<PAGE>

are paid out of portfolio assets on an ongoing basis, they will, over time,
increase the cost of investment and may cost more than other types of sales
charges. Long-term shareholders may pay more than the economic equivalent of the
maximum initial sales charges permitted by the National Association of
Securities Dealers, although the Distributor believes that it is unlikely, in
the case of Class B shares, because of the automatic conversion feature of those
shares.

The Distributor may engage other firms to provide information and shareholder
services for shareholders of each portfolio. The Distributor may pay each such
firm a service fee at an annual rate of up to 0.25% of net assets of the Class A
and Class B shares maintained and serviced by the firm. Firms to which service
fees may be paid include broker-dealers affiliated with the Distributor.

Special features

Certain programs and privileges are available. Please talk to your agent or call
toll-free 1-877-327-8899 for information about:

Class A Shares -- Combined Purchases. Each portfolio's Class A shares may be
purchased at the rate applicable to the discount bracket attained by combining
concurrent investments in Class A shares of the portfolios.

Class A Shares -- Letter of Intent. The same reduced sales charges for Class A
shares also apply to the aggregate amount of purchases made by any purchaser
within a 24-month period under a written Letter of Intent ("Letter") provided by
the Distributor. The Letter, which imposes no obligation to purchase or sell
additional Class A shares, provides for a price adjustment depending upon the
actual amount purchased within such period.

Class A Shares -- Cumulative Discount. Class A shares of a portfolio may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of shares of a portfolio being purchased, the value of all Class A
shares of the portfolios (computed at the maximum offering price at the time of
the purchase for which the discount is applicable) already owned by the
investor.

Class A Shares -- Large Order NAV Purchase Privilege. Class A shares of the
portfolios may be purchased at net asset value by any purchaser provided that
the amount invested in the portfolios totals at least $1,000,000 including
purchases of Class A shares pursuant to the "Combined Purchases," "Letter of
Intent" and "Cumulative Discount" features described above.

Exchange Privilege -- General. Shareholders of Class A and Class B shares may
exchange their shares for shares of the corresponding class of another
portfolio. Shareholders of either class of shares of a portfolio also may
exchange their shares for shares of Farmers Money Market Portfolio -- Retail
Shares. Shares of a portfolio with a value in excess of $1,000,000 acquired by
exchange from another portfolio may not be exchanged thereafter until they have
been owned for 15 days. For purposes of determining any contingent deferred
sales charge that may be imposed upon the redemption of the shares received on
exchange, amounts exchanged retain their original cost and purchase date. In the
case of an exchange of Class B shares of a

                                       20
<PAGE>

portfolio for Farmers Money Market Portfolio -- Retail Shares, the period during
which the Retail Shares are held is not considered for purposes of calculating
the contingent deferred sales charge applicable to the Class B shares exchanged.
A portfolio may terminate or change the terms of the exchange privilege. In
general, shareholders will receive notice of any material change to the exchange
privilege prior to the change.

Systematic Exchange Privilege. Shareholders may arrange for a specified amount
of shares of a portfolio to be automatically exchanged for shares of another
portfolio. Shares must be of the same class, although shareholders of either
class of a portfolio may automatically exchange their shares for shares of
Farmers Money Market Portfolio -- Retail Shares.

Systematic Withdrawal Plan. Shareholders may arrange for a specified dollar
amount to be paid to a designated payee on a monthly, quarterly, semiannual or
annual basis.

Bank Direct Deposit. Shareholders may arrange for an automatic investment
program. Investments can be made automatically from an account at a bank or
other institution.

Payroll/Government Direct Deposit. All or a portion of a shareholder's net pay
can be automatically invested in a portfolio.

AutoBuy/AutoSell. Shareholders can enroll in a program that permits the transfer
of money to/from an account at a bank or other institution using the Automated
Clearing House System. Shares can be bought or sold using this system.

Retirement Plans. Farmers Mutual Fund Portfolios are available for certain
individual and group retirement plans.

More information about the special features described above are provided in the
portfolios' Statement of Additional Information.

                                       21
<PAGE>

Buying shares

Class A shares

Income Portfolio

Public offering price including sales charge

                                                                Sales Charge
                                                                 Allowed to
                       Sales Charge as a  Sales Charge as a     Dealers as a
                          Percentage        Percentage of       Percentage of
Amount of Purchase     of Offering Price   Net Asset Value*    Offering Price*
- ------------------     -----------------   ----------------    ---------------

Less than $50,000             5.00%             5.26%              3.30%

$50,000 but less than
  $100,000                    4.50              4.71               2.93

$100,000 but less than
  $250,000                    3.50              3.63               2.20

$250,000 but less than
  $500,000                    2.60              2.67               1.65

$500,000 but less than
  $1 million                  2.00              2.04               1.28

$1 million and over           0.00**            0.00**             ***
- -----------

*    Rounded to the nearest one hundredth percent.

**   Redemption of shares may be subject to a contingent deferred sales charge
     as discussed below.

***  Although investors may not pay a sales charge on purchases of Class A
     shares of $1 million and over, the Distributor may compensate selling firms
     in connection with such purchases at a rate of up to 0.73% of the amount of
     Class A shares purchased.

                                       22
<PAGE>

Income with Growth Portfolio
Public offering price including sales charge

                                                                Sales Charge
                                                                 Allowed to
                       Sales Charge as a  Sales Charge as a     Dealers as a
                          Percentage        Percentage of       Percentage of
Amount of Purchase     of Offering Price   Net Asset Value*    Offering Price*
- ------------------     -----------------   ----------------    ---------------

Less than $50,000            5.25%              5.54%               3.42%

$50,000 but less than
  $100,000                   4.50               4.71                2.93

$100,000 but less than
  $250,000                   3.50               3.63                2.20

$250,000 but less than
  $500,000                   2.60               2.67                1.65

$500,000 but less than
  $1 million                 2.00               2.04                1.28

$1 million and over          0.00**             0.00**              ***

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

*    Rounded to the nearest one hundredth percent.
**   Redemption of shares may be subject to a contingent deferred sales charge
     as discussed below.
***  Although investors may not pay a sales charge on purchases of Class A
     shares of $1 million and over, the Distributor may compensate selling firms
     in connection with such purchases at a rate of up to 0.73% of the amount of
     Class A shares purchased.

Balanced Portfolio, Growth with Income Portfolio, and Growth Portfolio
Public offering price including sales charge

                                                                Sales Charge
                                                                 Allowed to
                       Sales Charge as a  Sales Charge as a     Dealers as a
                          Percentage        Percentage of       Percentage of
Amount of Purchase     of Offering Price   Net Asset Value*    Offering Price*
- ------------------     -----------------   ----------------    ---------------

Less than $50,000            5.75%               6.10%              3.79%

$50,000 but less than
  $100,000                   4.50                4.71               2.93

$100,000 but less than
  $250,000                   3.50                3.63               2.20

$250,000 but less than
  $500,000                   2.60                2.67               1.65

$500,000 but less than
  $1 million                 2.00                2.04               1.28

$1 million and over          0.00**              0.00**             ***

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

*    Rounded to the nearest one hundredth percent.
**   Redemption of shares may be subject to a contingent deferred sales charge
     as discussed below.
***  Although investors may not pay a sales charge on purchases of Class A
     shares of $1 million and over, the Distributor may compensate selling firms
     in connection with such purchases at a rate of up to 0.73% of the amount of
     Class A shares purchased.

                                       23
<PAGE>

Dealer concessions

Each portfolio receives the entire net asset value of all its Class A shares
sold. The Distributor retains the sales charge on shares of Class A shares from
which it allows discounts from the applicable public offering price to
investment dealers, which discounts are uniform for all dealers in the United
States and its territories. The normal discount allowed to dealers is set forth
in the above table. Upon notice to all dealers with whom it has sales
agreements, the Distributor may reallow up to the full applicable sales charge,
as shown in the above table, during periods and for transactions specified in
such notice and such reallowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is reallowed, such
dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933.

NAV purchases

Class A shares of a portfolio may be purchased at net asset value:

o    by shareholders in connection with the investment or reinvestment of income
     and capital gain dividends

o    by a participant-directed qualified retirement plan or a
     participant-directed non-qualified deferred compensation plan or a
     participant-directed qualified retirement plan, providing that the
     portfolios are accepting such orders

o    by any purchaser with Farmers Mutual Fund Portfolios investment totals of
     at least $1,000,000

o    by officers, trustees, directors, employees (including retirees), certain
     independent contractors and sales representatives of a portfolio, its
     investment adviser, its principal underwriter or certain affiliated
     companies, for themselves or members of their families or any trust,
     pension, profit-sharing or other benefit plan for such persons

o    by registered representatives and employees of broker-dealers having
     selling group agreements with the Distributor or any trust, pension,
     profit-sharing or other benefit plan for such persons

o    in connection with the acquisition of the assets of or merger or
     consolidation with another investment company

                                       24
<PAGE>

Contingent deferred sales charge

A contingent deferred sales charge may be imposed upon redemption of Class A
shares purchased under the Large Order NAV Purchase Privilege as follows: 1% if
they are redeemed within one year of purchase and 0.50% if redeemed during the
second year following purchase. The charge will not be imposed upon redemption
of reinvested dividends or share appreciation. The charge is applied to the
value of the shares redeemed, excluding amounts not subject to the charge. The
contingent deferred sales charge will be waived in the event of:

o    redemptions under a portfolio's Systematic Withdrawal Plan at a maximum of
     10% per year of the net asset value of the account

o    redemption of shares of a shareholder (including a registered joint owner)
     who has died

o    redemption of shares of a shareholder (including a registered joint owner)
     who after purchase of the shares being redeemed becomes totally disabled
     (as evidenced by a determination by the federal Social Security
     Administration)

o    redemptions by a participant-directed qualified retirement plan or a
     participant-directed non-qualified deferred compensation plan or a
     participant-directed qualified retirement plan, providing that the
     portfolios are accepting such orders

o    redemptions by employer sponsored employee benefit plans using the
     subaccount record keeping system made available through Kemper Service
     Company (the "Shareholder Service Agent")

o    redemptions of shares whose dealer of record at the time of the investment
     notifies the Distributor that the dealer waives the commission applicable
     to such Large Order NAV Purchase

Rule 12b-1 fee

0.25%

Exchange privilege

Class A shares may be exchanged for Class A shares of another portfolio or
Farmers Money Market Portfolio -- Retail Shares at their relative net asset
values.

Class A shares purchased under the Large Order NAV Purchase Privilege may be
exchanged for Class A shares of any portfolio or Farmers Money Market Portfolio
- -- Retail Shares without paying any contingent deferred sales charge. If the
Class A shares or Farmers Money Market Portfolio -- Retail Shares received on
exchange are redeemed thereafter, a contingent deferred sales charge may be
imposed.

                                       25
<PAGE>

Class B shares

Public offering price

Net asset value per share without any sales charge at the time of purchase

Contingent deferred sales charge

A contingent deferred sales charge may be imposed upon redemption of Class B
shares. There is no such charge upon redemption of any share appreciation or
reinvested dividends. The charge is computed at the following rates applied to
the value of the shares redeemed excluding amounts not subject to the charge.

- --------------------------------------------------------------------------------
Year of Redemption
After Purchase:           First    Second    Third    Fourth     Fifth     Sixth
- --------------------------------------------------------------------------------
Contingent Deferred
Sales Charge:              4%        3%        3%       2%        2%        1%
- --------------------------------------------------------------------------------

The contingent deferred sales charge will be waived:

o    for redemptions to satisfy required minimum distributions after age 70 1/2
     from an IRA account (with the maximum amount subject to this waiver being
     based only upon the shareholder's IRA accounts)

o    for redemptions made pursuant to any IRA systematic withdrawal based on the
     shareholder's life expectancy including, but not limited to, substantially
     equal periodic payments described in Code Section 72(t)(2)(A)(iv) prior to
     age 59 1/2

o    in the event of the total disability (as evidenced by a determination by
     the federal Social Security Administration) of the shareholder (including a
     registered joint owner) occurring after the purchase of the shares being
     redeemed

o    in the event of the death of the shareholder (including a registered joint
     owner)

The contingent deferred sales charge will also be waived in connection with the
following redemptions of shares held by employer sponsored employee benefit
plans maintained on the subaccount record keeping system made available by the
Shareholder Service Agent

o    redemptions to satisfy participant loan advances (note that loan repayments
     constitute new purchases for purposes of the contingent deferred sales
     charge and the conversion privilege)

o    redemptions in connection with retirement distributions (limited at any one
     time to 10% of the total value of plan assets invested in a portfolio

o    redemptions in connection with distributions qualifying under the hardship
     provisions of the Code

o    redemptions representing returns of excess contributions to such plans

Rule 12b-1 fee

1.00%

                                       26
<PAGE>

Conversion feature

Class B shares of a portfolio will automatically convert to Class A shares of
the same portfolio six years after issuance on the basis of the relative net
asset value per share. Shares purchased through the reinvestment of dividends
and other distributions paid with respect to Class B shares in a shareholder's
portfolio account will be converted to Class A shares on a pro rata basis.

Exchange privilege

Class B shares of a portfolio may be exchanged for Class B shares of another
portfolio or Farmers Money Market Portfolio -- Retail Shares at their relative
net asset values without a contingent deferred sales charge. In the case of an
exchange of Class B shares of a portfolio for Farmers Money Market Portfolio --
Retail Shares, the period during which the Retail Shares are held is not
considered for purposes of calculating the contingent deferred sales charge
applicable to the Class B shares exchanged.

Selling and exchanging shares

Any shareholder may require a portfolio to redeem his or her shares. When shares
are held for the account of a shareholder by the portfolios' transfer agent, the
shareholder may redeem them by sending a written request with signatures
guaranteed to Kemper Service Company, P.O. Box 419453, Kansas City, Missouri
64141. Contact your agent or call toll-free 1-877-327-8899 for more information.

An exchange of shares is the sale of portfolio shares and subsequent purchase of
shares of another portfolio.

Reinvestment privilege

Under certain circumstances, a shareholder who has redeemed Class A shares may
reinvest up to the full amount redeemed at net asset value at the time of the
reinvestment. These reinvested shares will retain their original cost and
purchase date for purposes of the contingent deferred sales charge. Also, a
holder of Class B shares who has redeemed shares may reinvest up to the full
amount redeemed, less any applicable contingent deferred sales charge that may
have been imposed upon the redemption of such shares, at net asset value in
Class A shares. The reinvestment privilege may be terminated or modified at any
time. The reinvestment privilege can be used only once as to any specific shares
and reinvestment must be effected within six months of the redemption.

Signature guarantee

A signature guarantee is required for redemptions over $100,000. You can obtain
a guarantee from most brokerage houses and financial institutions, although not
from a notary public. The portfolios will normally send redemption proceeds
within one business day following the redemption request, but may take up to
seven business days (or longer in the case of shares recently purchased by
check). For more information, please call Farmers Customer Support toll-free at
1-877-327-8899.

                                       27
<PAGE>

Distributions

The Income, Income with Growth, and Balanced Portfolios each intend to
distribute dividends from net investment income quarterly in March, June,
September and December. The Growth with Income Portfolio and the Growth
Portfolio each intend to distribute these dividends annually, in November or
December. Each portfolio intends to distribute net realized capital gains after
utilization of capital loss carryforwards, if any, in November or December. An
additional distribution may be made at a later date, if necessary.

Any dividends or capital gains distributions declared in October, November or
December with a record date in such month and paid during the following January
will be treated by shareholders for federal income tax purposes as if received
on December 31 of the calendar year declared.

A shareholder may choose to receive distributions in cash or have them
reinvested in additional shares of a portfolio. If an investment is in the form
of a retirement plan, all dividends and capital gains distributions must be
reinvested into the shareholder's account. Distributions are generally taxable,
whether received in cash or reinvested. Exchanges among portfolios are also
taxable events.

Dividends are calculated in the same manner, at the same time and on the same
day for each class of shares. The level of income dividends varies from one
class to another based on the class' fees and expenses.

Income and capital gain dividends, if any, of a portfolio will be credited to
shareholder accounts in full and fractional shares of the same class of that
portfolio at net asset value on the reinvestment date, except that, upon written
request to the Shareholder Service Agent, a shareholder may select one of the
following options:

1.   To receive income and short-term capital gain dividends in cash and
     long-term capital gain dividends in shares of the same class at net asset
     value; or

2.   To receive income and capital gain dividends in cash.

Any dividends of a portfolio that are reinvested will normally be reinvested in
shares of the same class of that same portfolio. However, by writing to the
Shareholder Service Agent, you may choose to have dividends invested in shares
of the same class of another portfolio, or shares of Farmers Money Market
Portfolio -- Retail Shares, at the net asset value of that class and portfolio.
To use this privilege, you must maintain a minimum account value of $1,000 in
the portfolio distributing the dividends. The portfolios will reinvest dividend
checks (and future dividends) in shares of that same portfolio and class if
checks are returned by the United States Postal Service as undeliverable.
Dividends and other distributions in the aggregate amount of $10 or less are
automatically reinvested in shares of the same portfolio unless you request that
such policy not be applied to your account.

                                       28
<PAGE>

Taxes

Dividends representing net investment income and net short-term capital gains,
if any, are taxable to shareholders as ordinary income. Long-term capital gains
distributions, if any, are taxable to individual shareholders at a maximum 20%
capital gains rate, regardless of the length of time shareholders have owned
shares. Any other taxable income distributions are taxable as ordinary income.
Distributions received by a portfolio from an underlying fund generally will be
ordinary income dividends, includable in that portfolio's net investment income,
if paid from the underlying fund's net investment income, short-term capital
gains or other taxable income. Distributions paid from an underlying fund's
long-term capital gains, however, generally will be treated by a portfolio as
long-term capital gains. A portion of dividends from ordinary income may qualify
for the dividends-received deduction for corporations.

Unless your investment is in a tax-deferred account, you may want to avoid
investing a large amount close to the date of a distribution because you may
receive part of your investment back as a taxable distribution.

A sale or exchange of shares is a taxable event and may result in a capital gain
or loss which may be long-term or short-term, generally depending on how long
the shares have been owned.

The portfolios send you detailed tax information about the amount and type of
its distributions by January 31 of the following year.

Each portfolio may be required to withhold U.S. federal income tax at the rate
of 31% of all taxable distributions payable to shareholders who fail to provide
a portfolio with their correct taxpayer identification number or to make
required certifications, or who have been notified by the IRS that they are
subject to backup withholding. Any such withheld amounts may be credited against
the shareholder's U.S. federal income tax liability.

Shareholders may be subject to state, local and foreign taxes on portfolio
distributions and dispositions of portfolio shares. You should consult your tax
advisor regarding the particular consequences of an investment in a portfolio.

                                       29
<PAGE>

Transaction information

Share price

Scudder Fund Accounting Corporation determines the net asset value per share of
each portfolio as of the close of regular trading on the New York Stock
Exchange, normally 4 p.m., eastern time, on each day the New York Stock Exchange
is open for trading. Net asset value per share is calculated by dividing the
value of total assets, less all liabilities, by the total number of shares
outstanding. The assets of each portfolio consist primarily of investments in
the underlying funds, which are valued at their respective net asset values at
the time of computation. In general, the underlying funds value their portfolio
securities using market prices. If market prices are not readily available for a
security or if a security's price is not considered to be market indicative, the
underlying funds may value that security by another method that their Boards or
their delegates believe accurately reflects fair value. In those circumstances
where a security's price is not considered to be market indicative, the
security's valuation may differ from an available market quotation.

The net asset value per share of each portfolio is the value of one share and is
determined separately for each class by dividing the value of a portfolio's net
assets attributable to that class by the number of shares of that class
outstanding. The per share net asset value of the Class B shares of a portfolio
will generally be lower than that of the Class A shares of the portfolio because
of the higher expenses borne by the Class B shares.

To the extent that the underlying funds invest in foreign securities, these
securities may be listed on foreign exchanges that trade on days when the
portfolios do not price their shares. As a result, the net asset value of a
portfolio may change at a time when shareholders are not able to purchase or
redeem shares.

Processing time

All requests to buy and sell shares that are received in good order by the
portfolios' transfer agent by the close of regular trading on the New York Stock
Exchange are executed at the net asset value per share calculated at the close
of regular trading that day (subject to any applicable sales load or contingent
deferred sales charge). Orders received by your Farmers' agent in good order
prior to the determination of net asset value and received by the portfolios'
transfer agent prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day. If an order is
accompanied by a check drawn on a foreign bank, funds must normally be collected
before shares will be purchased.

Payments for shares you sell will be made in cash as promptly as practicable.
When you place an order to sell shares for which a portfolio may not yet have
received good payment (i.e., purchases by check, Bank Direct Deposit or AutoBuy
purchase), a portfolio may delay transmittal of the proceeds until it has
determined that collected funds have been received for the purchase of such
shares. This may be up to 10 days from receipt by a portfolio of the purchase
amount. The redemption of shares within certain time periods may be subject to
contingent deferred sales charges, as noted above.

                                       30
<PAGE>

Purchase restrictions

Purchases and sales should be made for long-term investment purposes only. The
portfolios and the Distributor each reserves the right to reject purchases of
portfolio shares (including exchanges) for any reason, including when there is
evidence of a pattern of frequent purchases and sales made in response to
short-term fluctuations in a portfolio's share price.

Minimum balances

The minimum initial investment for each portfolio is $1,000 and the minimum
subsequent investment is $100. The minimum initial investment for an Individual
Retirement Account is $500 and the minimum subsequent investment is $100. Under
an automatic investment plan, such as Auto Buy, Payroll Direct Deposit or
Government Direct Deposit, the initial investment is $100. These minimum amounts
may be changed at any time in management's discretion. Because of the high cost
of maintaining small accounts, the portfolios may assess a quarterly fee of $9
on an account with a balance below $1,000 for the quarter. The fee will not
apply to accounts enrolled in an automatic investment program, Individual
Retirement Accounts or employer sponsored employee benefit plans using the
subaccount record keeping system made available through the Shareholder Service
Agent.

                                       31
<PAGE>


Financial Highlights

The financial highlights table for each portfolio is intended to help you
understand each portfolio's financial performance for the fiscal period
indicated. Certain information reflects financial results for a single portfolio
share. The total return figures represent the rate that a shareholder would have
earned (or lost) on an investment in a portfolio assuming reinvestment of all
dividends and distributions. This information has been audited by
PricewaterhouseCoopers LLP whose report, along with each portfolio's financial
statements, is included in the portfolios' annual report, which is available
upon request by calling your agent or Farmer's Customer Support toll-free at
1-877-327-8899.

Income Portfolio

                                                    For the period March 9, 1999
                                                    (commencement of operations)
                                                        to April 30, 1999(a)

                                                       Class A        Class B
- --------------------------------------------------------------------------------
Net asset value, beginning of period                  $12.00          $12.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                  .11             .12
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investment
  transactions                                           .10             .07
- --------------------------------------------------------------------------------
Total from investment operations                         .21             .19
- --------------------------------------------------------------------------------
Net asset value, end of period                        $12.21          $12.19
- --------------------------------------------------------------------------------
Total Return (%) (c)                                    1.75**          1.58**
- --------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period ($ thousands)                  103              51
- --------------------------------------------------------------------------------
Ratio of operating expenses to average daily
  net assets (%)                                        1.00*           1.75*
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily
  net assets (%) (b)                                     .93**          1.01**
- --------------------------------------------------------------------------------
Portfolio turnover rate (%)                               --              --
- --------------------------------------------------------------------------------

(a)  Based on average shares outstanding during the period.
(b)  Due to the short period of operations, these ratios are not indicative of
     future earnings.
(c)  Total return would have been lower if the investment adviser to some of the
     Underlying Funds had not maintained some of the Underlying Funds' expenses.
*    Annualized
**   Not annualized


                                       32
<PAGE>


Income with Growth Portfolio

                                                    For the period March 9, 1999
                                                    (commencement of operations)
                                                         to April 30, 1999(a)

                                                        Class A        Class B
- --------------------------------------------------------------------------------
Net asset value, beginning of period                   $12.00          $12.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                   .07             .05
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investment
  transactions                                            .26             .27
- --------------------------------------------------------------------------------
Total from investment operations                          .33             .32
- --------------------------------------------------------------------------------
Net asset value, end of period                         $12.33          $12.32
- --------------------------------------------------------------------------------
Total Return (%) (c)                                     2.75**          2.67**
- --------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period ($ thousands)                    52              58
- --------------------------------------------------------------------------------
Ratio of operating expenses to average daily
  net assets (%)                                         1.00*           1.75*
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily
  net assets (%) (b)                                      .55**           .44**
- --------------------------------------------------------------------------------
Portfolio turnover rate (%)                                --              --
- --------------------------------------------------------------------------------

(a)  Based on average shares outstanding during the period.
(b)  Due to the short period of operations, these ratios are not indicative of
     future earnings.
(c)  Total return would have been lower if the investment adviser to some of the
     Underlying Funds had not maintained some of the Underlying Funds' expenses.
*    Annualized
**   Not annualized


                                       33
<PAGE>


Balanced Portfolio

                                                    For the period March 9, 1999
                                                    (commencement of operations)
                                                        to April 30, 1999(a)

                                                        Class A        Class B
- --------------------------------------------------------------------------------
Net asset value, beginning of period                   $12.00          $12.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                   .06             .05
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investment
  transactions                                            .39             .38
- --------------------------------------------------------------------------------
Total from investment operations                          .45             .43
- --------------------------------------------------------------------------------
Net asset value, end of period                         $12.45          $12.43
- --------------------------------------------------------------------------------
Total Return (%) (c)                                     3.75**          3.58**
- --------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period ($ thousands)                    64              68
- --------------------------------------------------------------------------------
Ratio of operating expenses to average daily
  net assets (%)                                         1.00*           1.75*
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily
  net assets (%) (b)                                      .52**           .40**
- --------------------------------------------------------------------------------
Portfolio turnover rate (%)                                --              --
- --------------------------------------------------------------------------------

(a)  Based on average shares outstanding during the period.
(b)  Due to the short period of operations, these ratios are not indicative of
     future earnings.
(c)  Total return would have been lower if the investment adviser to some of the
     Underlying Funds had not maintained some of the Underlying Funds' expenses.
*    Annualized
**   Not annualized


                                       34
<PAGE>


Growth with Income Portfolio

                                                    For the period March 9, 1999
                                                    (commencement of operations)
                                                        to April 30, 1999(a)

                                                        Class A        Class B
- --------------------------------------------------------------------------------
Net asset value, beginning of period                   $12.00          $12.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                   .04             .04
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investment
  transactions                                            .59             .57
- --------------------------------------------------------------------------------
Total from investment operations                          .63             .61
- --------------------------------------------------------------------------------
Net asset value, end of period                         $12.63          $12.61
- --------------------------------------------------------------------------------
Total Return (%) (c)                                     5.25**          5.08**
- --------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period ($ thousands)                   298              55
- --------------------------------------------------------------------------------
Ratio of operating expenses to average daily
  net assets (%)                                         1.00*           1.75*
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily
  net assets (%) (b)                                      .37**           .31**
- --------------------------------------------------------------------------------
Portfolio turnover rate (%)                                --              --
- --------------------------------------------------------------------------------

(a) Based on average shares outstanding during the period.
(b) Due to the short period of operations, these ratios are not indicative of
future earnings.
(c)  Total return would have been lower if the investment adviser to some of the
     Underlying Funds had not maintained some of the Underlying Funds' expenses.
*    Annualized
**   Not annualized


                                       35
<PAGE>


Growth Portfolio

                                                    For the period March 9, 1999
                                                    (commencement of operations)
                                                        to April 30, 1999(a)

                                                        Class A        Class B
- --------------------------------------------------------------------------------
Net asset value, beginning of period                   $12.00          $12.00
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income                                     .01             .01
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
investment transactions                                   .79             .78
- --------------------------------------------------------------------------------
Total from investment operations                          .80             .79
- --------------------------------------------------------------------------------
Net asset value, end of period                         $12.80          $12.79
- --------------------------------------------------------------------------------
Total Return (%) (c)                                     6.67**          6.58**
- --------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period ($ thousands)                    92              55
- --------------------------------------------------------------------------------
Ratio of operating expenses to average daily
  net assets (%)                                         1.00*           1.75*
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily
  net assets (%) (b)                                      .12**           .06**
- --------------------------------------------------------------------------------
Portfolio turnover rate (%)                                --              --
- --------------------------------------------------------------------------------

(a)  Based on average shares outstanding during the period.
(b)  Due to the short period of operations, these ratios are not indicative of
     future earnings.
(c)  Total return would have been lower if the investment adviser to some of the
     Underlying Funds had not maintained some of the Underlying Funds' expenses.
*    Annualized
**   Not annualized


                                       36
<PAGE>

Additional information about the portfolios may be found in the Statement of
Additional Information and in shareholder reports. Shareholder inquiries may be
made by calling the toll-free number listed below. The Statement of Additional
Information contains more detailed information on portfolio investments and
operations. The semiannual and annual shareholder reports contain a discussion
of the market conditions and the investment strategies that significantly
affected the portfolios' performance during the last fiscal year, as well as a
listing of portfolio holdings and financial statements. These and other
portfolio documents may be obtained without charge from the following sources:

- --------------------------------------------------------------------------------
By Telephone     1-877-327-8899
- --------------------------------------------------------------------------------
By Mail          Farmers Customer Support
                 222 Riverside Plaza, 24th Floor
                 Chicago, IL 60606

                 or

                 Public Reference Section,
                 Securities and Exchange Commission
                 Washington, D.C. 20549-6009

                 (a duplication fee is charged)
- --------------------------------------------------------------------------------
In Person        Public Reference Room
                 Securities and Exchange Commission
                 Washington, D.C.

                 (Call 1-800-SEC-0330
                 for more information.)
- --------------------------------------------------------------------------------
By Internet      http://www.sec.gov
- --------------------------------------------------------------------------------

The Statement of Additional Information is incorporated by reference into this
prospectus (is legally a part of this prospectus).


Investment Company Act file number:

Farmers Investment Trust        811-09085

<PAGE>
                         FARMERS MUTUAL FUND PORTFOLIOS
                             Two International Place
                           Boston, Massachusetts 02110

         Farmers Investment Trust is a professionally managed, open-end
           investment company that offers five investment portfolios.


                                INCOME PORTFOLIO
                          INCOME WITH GROWTH PORTFOLIO
                               BALANCED PORTFOLIO
                          GROWTH WITH INCOME PORTFOLIO
                                GROWTH PORTFOLIO



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



                       STATEMENT OF ADDITIONAL INFORMATION

                                September 1, 1999



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


         This Statement of Additional Information is not a prospectus and should
be read in  conjunction  with the  prospectus of Income  Portfolio,  Income with
Growth Portfolio,  Balanced Portfolio,  Growth with Income Portfolio, and Growth
Portfolio dated September 1, 1999. The prospectus may be obtained without charge
by writing to Farmers Customer  Support,  222 South Riverside Plaza, 24th Floor,
Chicago,  IL 60606 or calling  toll-free  1-877-327-8899  and is also  available
along  with  other   related   materials   on  the  SEC's   Internet   web  site
(http://www.sec.gov).

         The Annual Report to  Shareholders  of the  Portfolios  dated April 30,
1999 is  incorporated  by  reference  and is  hereby  deemed  to be part of this
Statement of Additional  Information.  The Annual Report to Shareholders  may be
obtained without charge by calling 1-877-327-8899.



<PAGE>
                              TABLE OF CONTENTS
                                                                         Page

FARMERS MUTUAL FUND PORTFOLIOS INVESTMENT OBJECTIVES AND POLICIES...........1
         General Investment Objectives and Policies.........................1
         The Underlying Funds...............................................2
         Risk Factors of the Underlying Funds...............................6
         Investment Restrictions of the Portfolios..........................6

PURCHASE OF SHARES..........................................................7

ADDITIONAL TRANSACTION INFORMATION.........................................15
         Share Certificates................................................16
         Other Information.................................................16

FEATURES AND SERVICES OFFERED BY THE TRUST.................................17
         Reports to Shareholders...........................................17
         Transaction Summaries.............................................17

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS..................................17

PERFORMANCE INFORMATION....................................................18
         Average Annual Total Return.......................................18
         Cumulative Total Return...........................................18
         SEC Yield of Income Portfolio.....................................19
         Total Return......................................................19

TRUST ORGANIZATION.........................................................19

INVESTMENT ADVISER.........................................................21
         Investment Management Fees........................................23
         Personal Investments by Employees of the Adviser..................23

TRUSTEES AND OFFICERS......................................................24

REMUNERATION...............................................................25
         Responsibilities of the Board -- Board and Committee Meetings.....25
         Compensation of Officers and Trustees.............................26

PRINCIPAL UNDERWRITER......................................................26

SHAREHOLDER SERVICES.......................................................27

CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT....................28

FUND ACCOUNTING AGENT......................................................28

TAXES......................................................................28
         Taxation of the Portfolios and Their Shareholders.................28
         Taxation of the Underlying Funds..................................31

PORTFOLIO TRANSACTIONS.....................................................31
         Portfolio Turnover................................................31

NET ASSET VALUE............................................................31

ADDITIONAL INFORMATION.....................................................32
         Experts...........................................................32
         Shareholder Indemnification.......................................32
         Other Information.................................................32

FINANCIAL STATEMENTS.......................................................33

GLOSSARY....................................................................1


                                       i
<PAGE>

        FARMERS MUTUAL FUND PORTFOLIOS INVESTMENT OBJECTIVES AND POLICIES

General Investment Objectives and Policies

         Farmers  Investment  Trust  (the  "Trust")  is an  open-end  management
investment company composed of five separate diversified portfolios, the Farmers
Mutual Fund  Portfolios  (each a "Portfolio,"  collectively  the  "Portfolios"),
which  invest  primarily  in  existing  mutual  funds (the  "Underlying  Funds")
according to well-defined  investment  objectives.  The Portfolios may invest in
money  market  instruments  to provide  for  redemptions  and for  temporary  or
defensive  purposes.  The  Portfolios  may also each borrow money for temporary,
emergency  or  other  purposes,   including  investment  leverage  purposes,  as
determined by the Trustees.  The Investment Company Act of 1940 (the "1940 Act")
requires borrowings to have 300% asset coverage.  It is impossible to accurately
predict how long such alternate  strategies may be utilized.  The Portfolios may
each also enter into reverse  repurchase  agreements.  Each  Portfolio  offers a
professionally  managed,  long-term  investment  program  that  can  serve  as a
complete investment program or as a core part of a larger portfolio. Achievement
of each Portfolio's objective cannot be assured.


         Descriptions   in  this  Statement  of  Additional   Information  of  a
particular  investment  practice  or  technique  in  which  an  Underlying  Fund
affiliated  with Scudder  Kemper  Investments,  Inc. (the  "Adviser") may engage
(such as short selling,  hedging,  etc.) or a financial  instrument in which the
affiliated  Underlying  Fund may  purchase  (such as  options,  forward  foreign
currency contracts, etc.) are meant to describe the spectrum of investments that
the Adviser,  in its discretion,  might, but is not required to, use in managing
an  affiliated  Underlying  Fund's  portfolio  assets.  The Adviser  may, in its
discretion, at any time employ such practice, technique or instrument for one or
more funds but not for all funds advised by it. Furthermore, it is possible that
certain types of financial instruments or investment techniques described herein
may not be available, permissible,  economically feasible or effective for their
intended purposes in all markets. Certain practices,  techniques, or instruments
may not be principal  activities  of an affiliated  Underlying  Fund but, to the
extent  employed,  could  from  time  to time  have a  material  impact  on that
affiliated Underlying Fund's performance.

         The Portfolios are  professionally  managed  portfolios  which allocate
their  investments  among select  Underlying  Funds. The Portfolios  represent a
range of investment  approaches:  a conservative  investment  approach  ("Income
Portfolio" and "Income with Growth  Portfolio"),  a balance of growth and income
("Balanced  Portfolio" and "Growth with Income  Portfolio") or growth of capital
("Growth Portfolio"). The Portfolios have been created in response to increasing
demand by mutual fund investors for a simple and effective  means of structuring
a diversified  mutual fund investment  program suited to their general needs. As
has been well documented in the financial  press,  the  proliferation  of mutual
funds over the last several years has left many investors confused and in search
of a simpler  means to manage  their  investments.  Many mutual  fund  investors
realize the value of diversifying  their investments in a number of mutual funds
(e.g., a money market fund for liquidity and price stability,  a growth fund for
long-term appreciation, an income fund for current income and relative safety of
principal),  but need professional  management to decide such questions as which
mutual funds to select, how much of their assets to commit to each fund and when
to reallocate their  selections.  The Portfolios will allow investors to rely on
the Adviser to determine  (within  clearly  explained  parameters) the amount to
invest in each of several Underlying Funds and the timing of such investments.


         The investment objectives of the five Portfolios are as follows:

Income Portfolio

         The  Income  Portfolio  seeks  a high  level  of  current  income.  The
Portfolio invests primarily in bond funds,  including  short-and  long-term bond
funds,  government  bond  funds,  high yield bond funds and  international  bond
funds.  The  Portfolio may be suitable for  investors  with an  investment  time
horizon of 1-3 years or more.

Income with Growth Portfolio

         The Income  with  Growth  Portfolio  seeks  current  income  and,  as a
secondary objective,  long-term growth of capital, by investing substantially in
bond funds and, to a lesser extent,  equity funds. The Portfolio may be suitable
for investors with an investment time horizon of 3-5 years or more.

Balanced Portfolio

<PAGE>

         The Balanced  Portfolio seeks a balance of current income and long-term
growth of capital by investing  predominantly in a mix of equity and bond funds.
The Portfolio may be suitable for investors  with an investment  time horizon of
3-5 years or more.

Growth with Income Portfolio

         The Growth with Income  Portfolio seeks long-term growth of capital and
modest  income by investing  primarily in equity funds and, to a lesser  extent,
bond funds.  The Portfolio may be suitable for investors with an investment time
horizon of 5 years or more.

Growth Portfolio

         The  Growth   Portfolio  seeks  long-term  growth  of  capital  through
investment  primarily in  growth-oriented  equity  funds.  The  Portfolio may be
suitable for investors with an investment time horizon of 5 years or more.

         Except as otherwise  indicated,  each portfolio's  investment objective
and policies may be changed without a vote of shareholders.

Additional Information

         Each  Portfolio will purchase or sell  securities  to: (a)  accommodate
purchases and sales of each  Portfolio's  shares,  (b) change the percentages of
each Portfolio's  assets invested in each of the Underlying Funds in response to
changing  market  conditions,  and (c) maintain or modify the allocation of each
Portfolio's assets in accordance with the investment mixes described below.

         The  portfolio   management  team  for  each  Portfolio  will  allocate
Portfolio  assets among the Underlying  Funds in accordance  with  predetermined
percentage ranges, based on the Adviser's outlook for the financial markets, the
world's  economies  and the relative  performance  potential  of the  Underlying
Funds.  The Underlying Funds have been selected to represent a broad spectrum of
investment  options  for the  Portfolios,  subject to the  following  investment
ranges: Income Portfolio: 80-100% in bond funds, 0% in equity funds and 0-20% in
a money market fund,  cash or cash  equivalents;  Income with Growth  Portfolio:
60-80% in bond funds,  20-40% in equity  funds and 0-15% in a money market fund,
cash or cash equivalents;  Balanced Portfolio: 40-60% in equity funds, 40-60% in
bond funds and 0-10% in a money market fund,  cash or cash  equivalents;  Growth
with Income Portfolio: 60-80% in equity funds, 20-40% in bond funds and 0-10% in
a money market fund,  cash or cash  equivalents;  Growth  Portfolio:  95-100% in
equity  funds,  0% in bond funds and 0-5% in a money market  fund,  cash or cash
equivalents.

         Rather than  investing  in  individual  securities  like a  traditional
mutual  fund,  each  portfolio  seeks to achieve  its  particular  objective  by
investing in a carefully  selected  combination of established,  open-end mutual
funds  that  in  turn  invest  in a wide  range  of  securities.  Therefore,  an
investment in one of the portfolios may be  diversified  over hundreds,  or even
thousands,  of individual  securities.  The portfolio  management  team for each
portfolio  allocates  investments,  using a  disciplined  approach,  based  on a
proprietary  model  for  asset  allocation  that  incorporates  fundamental  and
quantitative data. This investment  approach  incorporates  measures of relative
valuation and performance potential as well as the correlation of returns of the
Underlying  Funds. In developing these measures,  the portfolio  management team
will consider the outlook of the Adviser for the financial markets and the world
economies.  Each of the  Farmers  Mutual  Fund  Portfolios  seeks to provide the
investor  with  long-term  returns  superior  to a  comparable  risk  benchmark,
although there can be no guarantee that these returns will be achieved.

The Underlying Funds

         Each  Portfolio may invest in Underlying  Funds that are  affiliated or
unaffiliated with the Adviser. The Portfolios may invest in, but are not limited
to, the following  Underlying Funds: Zurich Money Market Fund, Kemper High Yield
Fund,  Kemper U.S.  Government  Securities  Fund, PIMCO Low Duration Fund, PIMCO
Foreign Bond Fund,  Scudder Income Fund, Janus Twenty Fund,  Kemper-Dreman  High
Return Equity Fund, Scudder Growth and Income Fund, Scudder  International Fund,
Scudder Small Company Value Fund and Templeton Developing Markets Trust.

         The Portfolios  invest in Underlying  Fund shares that, with respect to
the  Farmers  Mutual  Funds  Portfolios,  do not charge  any  sales,  service or
distribution  fees. The following is a description of the investment  objectives
and strategies for each of the Underlying Funds:

                                       2
<PAGE>

         Zurich Money  Market Fund seeks  maximum  current  income to the extent
consistent  with  stability  of  principal.  The Fund  pursues its  objective by
investing  exclusively in the following types of U.S. Dollar  denominated  money
market  instruments  that  mature  in 12 months or less:

         o        Obligations  of, or guaranteed  by, the U.S.  Government,  its
                  agencies or instrumentalities.

         o        Bank  certificates  of deposit  (including  time  deposits) or
                  bankers'  acceptances  limited to  domestic  banks  (including
                  their foreign  branches) and Canadian  chartered  banks having
                  total assets in excess of $1 billion.

         o        Commercial  paper  obligations  rated A-1 or A-2 by Standard &
                  Poor's  Corporation  ("S&P")  or Prime-1 or Prime-2 by Moody's
                  Investors  Service,  Inc.  ("Moody's")  or issued by companies
                  with an unsecured debt issue outstanding currently rated Aa by
                  Moody's  or AA by S&P  or  higher  and  investments  in  other
                  corporate   obligations   such  as  publicly   traded   bonds,
                  debentures  and  notes  rated  Aa by  Moody's  or AA by S&P or
                  higher.

         o        Repurchase  agreements  of  obligations  that are suitable for
                  investment under the categories set forth above.

         The  Fund  may  concentrate  more  than  25%  of  its  assets  in  bank
certificates  of deposit  or  bankers'  acceptances  of United  States  banks in
accordance  with its written  objective  and policies.  For temporary  defensive
purposes,  the Fund may invest up to 100% of its assets in short-term high-grade
debt  securities,  cash and cash  equivalents.  Because  this  defensive  policy
differs from the Fund's investment objective, the Fund may not achieve its goals
during a defensive period. Temporary defensive investments may also be taxable.

         Kemper  High  Yield  Fund seeks the  highest  level of  current  income
obtainable  from a diversified  portfolio of fixed income  securities  which the
fund's  investment  manager  considers  consistent  with  reasonable  risk. As a
secondary  objective,  the fund will seek capital gain where consistent with its
primary  objective.  The fund invests  predominantly in high yield, fixed income
securities  and  foreign  securities.  The fund  anticipates  that under  normal
circumstances  90% to 100%  of its  assets  will be  invested  in  fixed  income
securities. The high yield, fixed income securities in which the fund intends to
invest (commonly  referred to as "junk bonds") normally offer a current yield or
yield to maturity that is  significantly  higher than the yield  available  from
investment-grade securities (those rated in the four highest categories assigned
by a nationally  recognized  statistical  rating service such as S&P or Moody's.
The  characteristics  of the  securities  in the Fund's  portfolio,  such as the
maturity  and the type of issuer,  will affect  yields and yield  differentials,
which vary over time. In seeking to achieve its investment objectives,  the Fund
will invest in fixed income securities based on the Fund's investment  manager's
analysis  without  relying  on  published  ratings.  The Fund  will  invest in a
particular  security  if in  the  view  of the  Fund's  investment  manager  the
increased  yield  offered,  regardless  of published  ratings,  is sufficient to
compensate for a reasonable  element of assumed risk. Such  investments  will be
based upon the investment manager's analysis rather than upon published ratings,
achievement of the Fund's goals may depend more upon the abilities of the Fund's
investment  manager than would  otherwise be the case.  For temporary  defensive
purposes,  the Fund may invest up to 100% of its assets in short-term high-grade
debt  securities,  cash and cash  equivalents.  Because  this  defensive  policy
differs from the Fund's investment objective, the Fund may not achieve its goals
during a defensive period.

         Kemper  U.S.  Government  Securities  Fund seeks high  current  income,
liquidity  and  security of  principal.  The Fund invests in a portfolio of U.S.
Government  Securities,   and  predominantly  in  Government  National  Mortgage
Association  ("GNMA")  securities.  The  Fund's  investment  manager  focuses on
managing  the  fund's  duration  and  selecting  mortgage  securities  that  are
undervalued in comparison with other sectors of the market. The Fund is designed
for the investor who seeks a higher yield than a money market fund or an insured
bank  certificate  of deposit  and less  fluctuation  in net asset  value than a
longer-term  bond fund;  unlike money market funds,  however,  the Fund does not
seek to  maintain  a  stable  net  asset  value  and,  unlike  an  insured  bank
certificate of deposit,  the Fund's shares are not insured.  The fund invests up
to 100% in GNMA  Certificates  of the  modified  pass-through  type.  These GNMA
Certificates are debt securities  issued by a mortgage banker or other mortgagee
and  represent an interest in one or a pool of mortgages  insured by the Federal
Housing  Administration  or  guaranteed  by the  Veterans  Administration.  GNMA
guarantees the timely payment of monthly  installments of principal and interest
on modified pass-through Certificates at the time such payments are due, whether
or not such  amounts are  collected by the issuer of these  Certificates  on the
underlying  mortgages.  The Fund  may  also  invest  in  other  U.S.  Government
Securities.  There  are two broad  categories  of U.S.  Government-related  debt
instruments:

         o        Direct  obligations  of the U.S.  Treasury,  including  agency
                  mortgage-backed securities

                                       3
<PAGE>

         o        Securities issued or guaranteed by U.S. Government agencies or
                  Government sponsored entities.

         These  instruments  differ  primarily in interest rates,  the length of
maturities,  the nature of the government  obligation and the dates of issuance.
U.S.  Treasury  obligations  are  backed by the "full  faith and  credit" of the
United  States.  In the case of U.S.  Government  agency  obligations,  some are
backed by the full faith and  credit of the United  States and others are backed
only by the  rights  of the  issuer  to  borrow  from the U.S.  Government.  For
temporary  defensive  purposes,  the Fund may invest up to 100% of its assets in
short-term high-grade debt securities,  cash and cash equivalents.  Because this
defensive policy differs from the Fund's investment objective,  the Fund may not
achieve its goals during a defensive period.


         PIMCO Foreign Bond Fund seeks to maximize total return, consistent with
preservation of capital and prudent investment management. The fund invests in a
portfolio of fixed income  securities  primarily  denominated  in major  foreign
currencies and baskets of foreign  currencies  (such as the Euro). The fund will
invest  its assets in a number of  international  bond  markets  so that,  under
normal  circumstances,  the fund  will  invest  at least  85% of its  assets  in
securities of issuers  outside the United  States,  representing  at least three
foreign countries.

         PIMCO Low Duration Fund seeks to maximize total return, consistent with
preservation of capital and prudent investment management. The fund invests in a
diversified  portfolio of fixed income  securities  of varying  maturities.  The
average  portfolio  duration  of the fund will  normally  vary  within a one- to
three-year  time frame based on the fund's  investment  adviser's  forecast  for
interest rates.


         Scudder Income Fund seeks a high level of income,  consistent  with the
prudent investment of capital, through a flexible investment program emphasizing
high-grade  bonds.  The Fund invests  primarily in a broad range of  high-grade,
income-producing  securities such as corporate bonds and government  securities.
Under normal market conditions,  the Fund will invest at least 65% of its assets
in  securities  rated within the three  highest  quality  rating  categories  of
Moody's (Aaa,  Aa and A) or S&P (AAA, AA and A), or if unrated,  in bonds judged
by the Adviser,  to be of comparable  quality at the time of purchase.  The Fund
may invest up to 20% of its assets in debt securities  rated lower than Baa 3 or
BBB or, if unrated, of equivalent quality as determined by the Adviser, but will
not purchase bonds rated below B by Moody's or S&P or their equivalent. The Fund
may invest in bonds,  notes,  zero  coupon  securities,  adjustable  rate bonds,
convertible  bonds,   preferred  and  convertible  preferred  securities,   U.S.
Government  securities,  commercial paper, debt securities issued by real estate
investment  trusts  ("REITs"),  mortgage and  asset-backed  securities and other
money market  instruments  and illiquid  securities  such as certain  securities
issued in private  placements,  foreign  securities and  certificates of deposit
issued by foreign and  domestic  branches of U.S.  banks.  It may also invest in
warrants,  when-issued  or  forward  delivery  securities,  indexed  securities,
repurchase  agreements,   reverse  repurchase  agreements,  and  may  engage  in
dollar-roll   transactions,   securities  lending  and  strategic   transactions
including derivatives.

         Janus Twenty Fund is a nondiversified  fund that seeks long-term growth
of capital by normally concentrating its investments in a core position of 20-30
common  stocks.  The fund invests in  primarily in common  stocks of foreign and
domestic  companies  and may  invest  to a  lesser  degree  in  other  types  of
securities including preferred stock, warrants,  convertible securities and debt
securities.  The percentage of the fund's assets  invested in common stocks will
vary and the fund may at times hold substantial positions in cash equivalents or
interest bearing securities.

         Kemper-Dreman  High Return  Equity Fund seeks to achieve a high rate of
total  return.  The fund invests  primarily in common  stocks of larger,  listed
companies with a record of earnings and dividends,  low  price-earnings  ratios,
reasonable  returns on equity, and sound finances which appear to have intrinsic
value.  The fund  generally  invests in common stocks that pay  relatively  high
dividends,  i.e.  comparable  to the  dividend  yield of  Standard  & Poor's 500
Composite Stock Price Index. In order to enhance its investment return, the Fund
may sell  covered  call  options,  and sell put  options  on  securities  it may
acquire. The will earn premium income on the sale of these options. Under normal
market  conditions,  the Fund will  invest  at least 65% of its total  assets in
equity securities.  Equity securities  include common stocks,  preferred stocks,
securities  convertible  into or  exchangeable  for common or preferred  stocks,
equity   investments  in  partnerships,   joint  ventures  and  other  forms  of
non-corporate   investment  and  warrants  and  rights  exercisable  for  equity
securities and equity equivalents. Although the Fund will not invest 25% or more
of its total assets in any one  industry,  it may,  from time to time,  invest a
significant  percentage of its total assets in one or more market sectors,  such
as the financial  services sector.  The Fund's  investment  manager  considers a
market  sector to be comprised of a group of  industries.  If the Fund invests a
significant  percentage of its assets in a market sector,  financial,  economic,
business  and other  developments  affecting  issuers in that  sector may have a
greater effect on the Fund than if it had not invested a significant  percentage
of its assets in that sector.

                                       4
<PAGE>

         Scudder  Growth and  Income  Fund seeks  long-term  growth of  capital,
current income and growth of income. The Fund attempts to achieve its investment
objective by investing  primarily in  dividend-paying  common stocks,  preferred
stocks  and  securities   convertible  into  common  stocks  of  companies  with
long-standing  records of earnings growth. The Fund may also purchase securities
which do not pay  current  dividends  but which  offer  prospects  for growth of
capital and future income.  Convertible  securities (which may be current coupon
or zero coupon securities) are bonds,  notes,  debentures,  preferred stocks and
other securities which may be converted or exchanged at a stated or determinable
exchange ratio into underlying  shares of common stock. The Fund may also invest
in nonconvertible  preferred stocks consistent with its objective.  The Fund may
for  temporary  defensive  purposes  invest  without  limit  in  cash  and  cash
equivalents.  It is impossible to accurately  predict how long such  alternative
strategies  may be  utilized.  In  addition,  the Fund may  invest in  warrants,
foreign securities, real estate investment trusts, illiquid securities,  reverse
repurchase  agreements,  repurchase  agreements  and may  engage  in  securities
lending and strategic transactions including derivatives.

         Scudder  International Fund seeks long-term growth of capital primarily
through a diversified  portfolio of marketable  foreign equity  securities.  The
Fund  invests in  companies,  wherever  organized,  which do business  primarily
outside the United  States.  The Fund  intends to  diversify  investments  among
several  countries and to have  represented  in the  portfolio,  in  substantial
proportions,  business  activities  in not less than three  different  countries
other than the U.S. The Fund does not intend to  concentrate  investments in any
particular industry. The Fund's investments are generally denominated in foreign
currencies. The strength or weakness of the U.S. dollar against these currencies
is  responsible  for part of the  Fund's  investment  performance.  The Fund may
invest up to 20% of its total assets in investment-grade  debt securities except
that the Fund may invest up to 5% of its total assets in debt  securities  which
are rated below investment-grade.  The Fund may for temporary defensive purposes
invest without limits in Canadian or U.S. Government  obligations or currencies,
or securities of companies incorporated in and having their principal activities
in Canada or the U.S.  It is  impossible  to  accurately  predict  how long such
alternative  strategies  may be utilized.  In  addition,  the Fund may invest in
warrants,  trust  preferred  securities,   fixed-income   securities,   illiquid
securities, reverse repurchase agreements,  repurchase agreements and may engage
in securities lending and strategic transactions including derivatives.

         Scudder Small Company Value Fund pursues long-term growth of capital by
seeking out undervalued  stocks of small U.S.  companies.  The Fund's investment
adviser uses a systematic,  proprietary  investment  approach to identify small,
domestic  companies that, in the opinion of the Fund's investment  adviser,  are
selling at prices  that do not reflect  adequately  their  long-term  investment
potential.  These  companies  are often out of favor or not closely  followed by
investors and, as a result,  may offer substantial  appreciation  potential over
time.

         In pursuit of  long-term  growth of capital,  the Fund  invests,  under
normal  circumstances,  at least 90% of its assets in the common  stock of small
U.S. companies. The Fund will invest in securities of companies that are similar
in size to those in the Russell 2000 Index of small  stocks.  The Fund will sell
securities  of  companies  that have  grown in market  capitalization  above the
maximum of the Russell  2000 Index,  as  necessary  to keep the Fund  focused on
smaller companies.  The Fund takes a diversified  approach to investing in small
capitalization  issues.  The Fund will typically invest in more than one hundred
and fifty small companies, representing a variety of U.S. industries.

         While the Fund invests  predominately in common stocks, it can purchase
other  types  of  equity  securities  including  preferred  stocks  (convertible
securities), rights, warrants and illiquid securities.  Securities may be listed
on national exchanges or traded over-the-counter.  The Fund may invest up to 20%
of its assets in U.S.  Treasury,  agency and  instrumentality  obligations  on a
temporary  basis,  may enter into repurchase  agreements and reverse  repurchase
agreements  and may engage in  strategic  transactions,  using such  derivatives
contracts as index options and futures, to increase stock market  participation,
enhance  liquidity and manage  transaction  costs. The Fund currently intends to
borrow  only  for  temporary  or  emergency  purposes,  such  as  providing  for
redemptions or  distributions,  and not for investment  leverage  purposes.  For
temporary defensive purposes, the Fund may invest without limit in cash and cash
equivalents when the Fund's Adviser deems such a position  advisable in light of
economic or market  conditions.  It is impossible to accurately predict how long
such alternative strategies may be utilized.

         Templeton   Development   Markets   Trust   seeks   long-term   capital
appreciation.  The fund tries to achieve its investment goal by investing, under
normal market conditions,  at least 65% of its total assets in equity securities
of developing  market  issuers.  The fund will normally invest in at least three
developing market countries. For purposes of the fund's investments,  developing
or emerging market  countries  include those  considered such by the World Bank,
the  International  Finance  Corporation,  or the United  Nations.  In addition,
developing  market equity securities means those issued by: companies with their
principal  securities  trading  market within a developing  market  country,  as
defined above;  or companies that derive 50% or more of their total revenue from
either goods or services  produced or sales made

                                       5
<PAGE>

in developing  market countries;  or companies  organized under the laws of, and
with a principal office in, a developing market country.

Risk Factors of the Underlying Funds

         In pursuing its investment objectives, each of the Underlying Funds has
adopted a wide range of  investment  strategies  and  policies.  The  Underlying
Funds'  risks  are  determined  by the  nature  of the  securities  held and the
portfolio  management  strategies used by their particular  investment  adviser.
Certain of these policies,  with respect to the affiliated Underlying Funds, are
described in the "Glossary" and further  information  about the Underlying Funds
is contained in the prospectuses of such funds.  Because each Portfolio  invests
in certain of the  Underlying  Funds,  shareholders  of each  Portfolio  will be
affected  by these  investment  policies in direct  proportion  to the amount of
assets each Portfolio allocates to the Underlying Funds pursuing such policies.

Investment Restrictions of the Portfolios

         The policies set forth below are fundamental policies of each Portfolio
and may not be  changed  with  respect  to each of the  Portfolios  without  the
approval of a majority of the outstanding voting securities of the Portfolio. As
used in this Statement of Additional Information, a "majority of the outstanding
voting  securities  of a  Portfolio"  means the lesser of (1) 67% or more of the
voting  securities  present at such meeting,  if the holders of more than 50% of
the outstanding  voting  securities of such Portfolio are present or represented
by proxy;  or (2) more than 50% of the  outstanding  voting  securities  of such
Portfolio.

         Each Portfolio has elected to be classified as a diversified  series of
an open-end investment company. In addition,  as a matter of fundamental policy,
each  Portfolio  will not:

         (1)      borrow money, except as permitted under the Investment Company
                  Act of 1940,  as amended,  and as  interpreted  or modified by
                  regulatory authority having jurisdiction, from time to time;

         (2)      issue  senior  securities,   except  as  permitted  under  the
                  Investment Company Act of 1940, as amended, and as interpreted
                  or modified by regulatory authority having jurisdiction,  from
                  time to time;

         (3)      engage in the business of  underwriting  securities  issued by
                  others, except to the extent that a Portfolio may be deemed to
                  be an  underwriter  in  connection  with  the  disposition  of
                  portfolio securities;

         (4)      concentrate  its investments in investment  companies,  as the
                  term  "concentrate"  is used in the Investment  Company Act of
                  1940,  as amended  and  interpreted  by  regulatory  authority
                  having  jurisdiction  from  time to  time;  except  that  each
                  Portfolio may concentrate in an Underlying Fund. However, each
                  Underlying  Fund in  which  each  Portfolio  will  invest  may
                  concentrate its investments in a particular industry;

         (5)      purchase  or sell real  estate,  which  term does not  include
                  securities of companies which deal in real estate or mortgages
                  or  investments  secured by real estate or interests  therein,
                  except that the Portfolio  reserves  freedom of action to hold
                  and  to  sell  real  estate   acquired  as  a  result  of  the
                  Portfolio's ownership of securities;

         (6)      purchase  physical   commodities  or  contracts   relating  to
                  physical commodities; or

         (7)      make loans except as permitted  under the  Investment  Company
                  Act of 1940,  as amended,  and as  interpreted  or modified by
                  regulatory authority having jurisdiction, from time to time.

         Nonfundamental  policies  may be changed by the  Trustees  of the Trust
without  shareholder  approval.  As a  matter  of  nonfundamental  policy,  each
Portfolio does not currently intend to:

         (a)      invest in companies for the purpose of  exercising  management
                  or control.

         (b)      (i)  borrow  money in an amount  greater  than 5% of its total
                  assets, except for temporary or emergency purposes and (ii) by
                  engaging  in  reverse  repurchase  agreements,  entering  into
                  dollar rolls, or making

                                       6
<PAGE>

                  other investments or engaging in other  transactions which may
                  be  deemed  to be  borrowings  but are  consistent  with  each
                  Portfolio's investment objective.

         Any investment restrictions in this Statement of Additional Information
which  involve  a  maximum  percentage  of  securities  or  assets  shall not be
considered  to  be  violated  unless  an  excess  over  the  percentage   occurs
immediately after, and is caused by, an acquisition or encumbrance of securities
or assets of, or borrowings by, the Portfolios.

                               PURCHASE OF SHARES


         As described in the Portfolios'  prospectus,  shares of a Portfolio are
sold at their public offering  price,  which is the net asset value per share of
the Portfolio  next  determined  after an order is received in proper form plus,
with respect to certain purchases of Class A shares, an initial sales charge. An
order for the  purchase  of shares  that is  accompanied  by a check  drawn on a
foreign bank (other than a check drawn on a Canadian bank in U.S.  Dollars) will
not be considered in proper form and will not be processed  unless and until the
Portfolio  determines that it has received payment of the proceeds of the check.
The time required for such a determination will vary and cannot be determined in
advance.


         Scheduled  variations in or the elimination of the initial sales charge
for  purchases  of Class A shares or the  contingent  deferred  sales charge for
redemptions of Class B shares by certain  classes of persons or through  certain
types of  transactions  as described in the prospectus  are provided  because of
anticipated economies in sales and sales related efforts.

         The  conversion  of Class B shares to Class A shares  may be subject to
the continuing  availability  of an opinion of counsel or ruling by the Internal
Revenue  Service or other  assurance  acceptable to each Portfolio to the effect
that (a) the assessment of the distribution services fee with respect to Class B
shares and not Class A shares and the assessment of the shareholder services fee
with  respect  to each  Class  does  not  result  in the  Portfolio's  dividends
constituting  "preferential  dividends" under the Internal Revenue Code, and (b)
that the  conversion  of Class B shares to Class A shares does not  constitute a
taxable event under the Internal  Revenue Code. The conversion of Class B shares
to Class A shares may be suspended if such assurance is not  available.  In that
event,  no further  conversions of Class B shares would occur,  and shares might
continue to be subject to the distribution services fee for an indefinite period
that  may  extend  beyond  the  proposed  conversion  date as  described  in the
prospectus.

         Each  Portfolio  has  authorized   certain   members  of  the  National
Association   of  Securities   Dealers,   Inc.   ("NASD"),   other  than  Kemper
Distributors,  Inc.  ("KDI"),  to accept purchase and redemption  orders for the
Portfolio's  shares.  Those brokers may also  designate  other parties to accept
purchase and redemption orders on the Portfolio's behalf. Orders for purchase or
redemption  will be deemed to have been received by the Portfolio  when received
by Kemper  Service  Company  ("KSvC,"  the  "Shareholder  Service  Agent" or the
"Transfer  Agent") in good order.  Further,  if purchases or  redemptions of the
Portfolio's shares are arranged and settlement is made at an investor's election
through any other  authorized  NASD member,  that member may, at its discretion,
charge a fee for that service. The Board of Trustees ("Board") of the Portfolios
and KDI each has the right to limit the amount of purchases by, and to refuse to
sell to, any person.  The Board and KDI may suspend or terminate the offering of
shares of the Portfolio at any time for any reason.

Checks. A certified check is not necessary, but checks are only accepted subject
to collection at full face value in U.S.  funds and must be drawn on, or payable
through, a U.S. bank.

         If shares of a Portfolio  are  purchased  by a check which proves to be
uncollectible,   the  Portfolio  reserves  the  right  to  cancel  the  purchase
immediately  and the purchaser will be responsible  for any loss incurred by the
Portfolio or the principal  underwriter by reason of such  cancellation.  If the
purchaser is a shareholder,  the Portfolio shall have the authority, as agent of
the  shareholder,  to redeem  shares in the  shareholder's  account  in order to
reimburse  the  Portfolio or the principal  underwriter  for the loss  incurred.
Investors  whose orders have been canceled may be prohibited or restricted  from
placing future orders in any of the Portfolios and their  affiliated  Underlying
Funds.


Wire Transfer of Federal Funds.  To obtain the net asset value  determined as of
the close of regular trading on the New York Stock Exchange (the  "Exchange") on
a selected day for a Portfolio,  your bank must  forward  federal  funds by wire
transfer and provide the required account information so as to be available to a
Portfolio prior to the regular close of trading on the Exchange (normally 4 p.m.
eastern  time).  The bank sending an  investor's  federal funds by bank wire may
charge for the service. Presently, the Distributor pays a fee for receipt by the
custodian of "wired  funds," but the right to charge  investors for this service
is reserved.  Banks are closed on certain holidays  although the Exchange may be
open.  These  holidays  include:  Columbus  Day (the 2nd Monday in October)  and
Veterans Day (November 11).  Investors are

                                       7
<PAGE>

not able to purchase shares by wiring federal funds on such holidays because the
custodian is not open to receive such federal funds on behalf of a Portfolio.


Share Price. Purchases will be filled at the net asset value next computed after
receipt of the  application by KSvC in good order plus,  with respect to certain
purchases of Class A shares, an initial sales charge.  Net asset value per share
normally  will be  computed  as of the close of regular  trading on each day the
Exchange is open for trading. Orders received after the close of regular trading
on the Exchange will be executed at the next business day's net asset value.  If
the order has been  placed by a member of the NASD,  other  than KDI,  it is the
responsibility  of that member broker,  rather than a Portfolio,  to forward the
purchase order to KSvC by the close of regular trading on the Exchange.

Alternative Purchase Arrangements.  Class A shares of each Portfolio are sold to
investors subject to an initial sales charge. Class B shares are sold without an
initial  sales charge but are subject to higher  ongoing  expenses  than Class A
shares and a contingent deferred sales charge payable upon certain  redemptions.
Class B shares automatically convert to Class A shares six years after issuance.
When placing  purchase  orders,  investors must specify whether the order is for
Class A or Class B shares.  If a class of shares is not specified on the account
application, Class A shares will be purchased for an investor.

         The primary  distinctions  among the classes of each Portfolio's shares
lie in their initial and  contingent  deferred  sales charge  structures  and in
their ongoing expenses,  including asset-based sales charges in the form of Rule
12b-1  distribution  fees. These  differences are summarized in the table below.
Each class has distinct  advantages and disadvantages  for different  investors,
and  investors  may choose the class that best  suits  their  circumstances  and
objectives.

<TABLE>
<CAPTION>
                                                           Annual 12b-1 Fees
                                                           (as a % of average
              Sales Charge                                 daily net assets)       Other Information
              ------------                                 -----------------       -----------------

<S>                                                               <C>              <C>
Class A       Maximum  initial  sales charge of 5.00% of          0.25%            Initial sales charge
              the  public   offering  price  for  Income                           waived or reduced for
              Portfolio,  5.25% of the  public  offering                           certain purchases
              price for  Income  with  Growth  Portfolio
              and  5.75% of the  public  offering  price
              for  Balanced,  Growth  with  Income,  and
              Growth Portfolios

Class B       Maximum  contingent  deferred sales charge          1.00%            Shares automatically
              of 4% of redemption proceeds;  declines to                           convert to Class A
              zero on certain  redemptions  made  within                           shares six years after
              six years                                                            issuance

</TABLE>

         The minimum  initial  investment  for each  Portfolio is $1,000 and the
minimum  subsequent  investment is $100. The minimum  initial  investment for an
Individual  Retirement Account is $500 and the minimum subsequent  investment is
$50.  Under an  automatic  investment  plan,  such as Auto Buy,  Payroll  Direct
Deposit or  Government  Direct  Deposit,  the  minimum  initial  and  subsequent
investment  is  $100.  These  minimum  amounts  may be  changed  at any  time at
management's discretion.

         Each  Portfolio  receives the entire net asset value of all its Class A
shares  sold.  KDI, the  Portfolios'  principal  underwriter,  retains the sales
charge  on sales  of Class A shares  from  which it  allows  discounts  from the
applicable  public  offering price to investment  dealers,  which  discounts are
uniform for all  dealers in the United  States and its  territories.  The normal
discount allowed to dealers is set forth in the above table.  Upon notice to all
dealers  with  whom it has  sales  agreements,  KDI may  reallow  up to the full
applicable  sales charge,  as shown in the above table,  during  periods and for
transactions  specified in such notice and such  reallowances  may be based upon
attainment of minimum sales levels. During periods when 90% or more of the sales
charge is reallowed,  such dealers may be deemed to be underwriters as that term
is defined in the Securities Act of 1933.

         Class A shares of a Portfolio  may be  purchased at net asset value by:
(a) shareholders in connection with the investment or reinvestment of income and
capital gains dividends; (b) a participant-directed qualified retirement plan or
a   participant-directed   non-qualified   deferred   compensation   plan  or  a
participant-directed  qualified  retirement plan,

                                       8
<PAGE>

providing that the Portfolios are accepting such orders;  (c) any purchaser with
Portfolio  investment provided that the amount invested in such Portfolio totals
at least  $1,000,000  (the  "Large  Order  NAV  Purchase  Privilege")  including
purchases of Class A shares  pursuant to the  "Combined  Purchases,"  "Letter of
Intent" and "Cumulative Discount" features described under "Special Features" in
the Portfolios'  prospectus,  or (d) officers,  trustees,  directors,  employees
(including retirees);  certain independent contractors and sales representatives
of a Portfolio,  its investment  adviser,  its principal  underwriter or certain
affiliated companies,  for themselves or members of their families or any trust,
pension,  profit-sharing or other benefit plan for such persons;  (e) registered
representatives and employees of broker-dealers  having selling group agreements
with the Distributor or any trust, pension, profit-sharing or other benefit plan
for such persons;  (f) in connection  with the  acquisition  of the assets of or
merger on consolidation with another investment company.

         KDI  may in its  discretion  compensate  investment  dealers  or  other
financial  services  firms in  connection  with the sale of Class A shares  of a
Portfolio  at net asset value in  accordance  with the Large Order NAV  Purchase
Privilege up to the  following  amounts:  1.00% of the net asset value of shares
sold on amounts up to $5  million,  0.50% on the next $45  million  and 0.25% on
amounts over $50 million.  The  commission  schedule will be reset on a calendar
year  basis for  sales of  shares  pursuant  to the  Large  Order  NAV  Purchase
Privilege to employer  sponsored  employee  benefit  plans using the  subaccount
record keeping  system made available  through KSvC. For purposes of determining
the appropriate  commission  percentage to be applied to a particular  sale, KDI
will consider the cumulative  amount invested by the purchaser in the Portfolios
as noted under "Special Features -- Class A Shares -- Combined Purchases" in the
Portfolios'   prospectus,   including   purchases   pursuant  to  the  "Combined
Purchases," "Letter of Intent" and "Cumulative Discount" features. The privilege
of  purchasing  Class A shares of a Portfolio at net asset value under the Large
Order NAV  Purchase  Privilege  is not  available  if  another  net asset  value
purchase privilege also applies.

         The sales charge scale is applicable  to purchases  made at one time by
any "purchaser"  which  includes:  an individual;  or an individual,  his or her
spouse and  children  under the age of 21; or a trustee or other  fiduciary of a
single trust estate or single fiduciary account;  or an organization exempt from
federal  income tax under  Section  501(c)(3) or (13) of the Code; or a pension,
profit-sharing  or other  employee  benefit plan whether or not qualified  under
Section  401  of  the  Code;  or  other   organized  group  of  persons  whether
incorporated  or not,  provided the  organization  has been in existence  for at
least six months and has some  purpose  other than the  purchase  of  redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales  charge,  all orders from an  organized  group will have to be
placed  through a single  investment  dealer  or other  firm and  identified  as
originating from a qualifying purchaser.

Deferred  Sales Charge  Alternative -- Class B Shares.  Investors  choosing  the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are  being  sold  without  an  initial  sales  charge,  the full  amount  of the
investor's  purchase  payment  will be invested in Class B shares for his or her
account.  A contingent  deferred sales charge may be imposed upon  redemption of
Class B shares.

         KDI  compensates  firms for sales of Class B shares at the time of sale
at a commission rate of up to 2.93% of the amount of Class B shares sold. KDI is
compensated by each Fund for services as distributor  and principal  underwriter
for Class B shares.

         Class B shares of a Fund will  automatically  convert to Class A shares
of the same Fund six years after issuance on the basis of the relative net asset
value per share. The purpose of the conversion  feature is to relieve holders of
Class  B  shares  from  the  distribution  services  fee  when  they  have  been
outstanding  long  enough  for KDI to have  been  compensated  for  distribution
related expenses. For purposes of conversion to Class A shares, shares purchased
through the reinvestment of dividends and other  distributions paid with respect
to Class B shares in a  shareholder's  Fund account will be converted to Class A
shares on a pro rata basis.


                       REDEMPTION OR REPURCHASE OF SHARES

General.  Any  shareholder  may require a Portfolio to redeem his or her shares.
Upon receipt by KSvC of a request for redemption,  shares of a Portfolio will be
redeemed by the  Portfolio at the  applicable  net asset value per share of such
Portfolio as described in the Portfolios'  prospectus.  When shares are held for
the account of a shareholder by the Portfolios'  transfer agent, the shareholder
may redeem  them by sending a written  request  with  signatures  guaranteed  to
Kemper Service Company, P.O. Box 419453, Kansas City, Missouri 64141. Redemption
requests must be endorsed by the account holder with signatures  guaranteed by a
commercial bank, trust company,  savings and loan  association,

                                       9
<PAGE>

federal  savings bank,  member firm of a national  securities  exchange or other
eligible financial institution. The redemption request must be signed exactly as
the  account is  registered  including  any special  capacity of the  registered
owner. Additional  documentation may be requested,  and a signature guarantee is
normally  required,  from  institutional and fiduciary account holders,  such as
corporations,  custodians  (e.g.,  under the Uniform  Transfers  to Minors Act),
executors, administrators, trustees or guardians.


         The  redemption  price for shares of a Portfolio  will be the net asset
value per share of that Portfolio next determined following receipt by KSvC of a
properly  executed  request  with any required  documents  as  described  above.
Payment for shares  redeemed will be made in cash as promptly as practicable but
in no event later than seven days after receipt of a properly  executed request.
When a  Portfolio  is  asked  to  redeem  shares  for  which it may not have yet
received  good  payment  (i.e.,  purchases  by  check,  AutoBuy  or Bank  Direct
Deposit),  it  may  delay  transmittal  of  redemption  proceeds  until  it  has
determined  that  collected  funds have been  received  for the purchase of such
shares,  which will be up to 10 days from receipt by a Portfolio of the purchase
amount. The redemption within two years of Class A shares purchased at net asset
value  under  the  Large  Order  NAV  Purchase  Privilege  may be  subject  to a
contingent  deferred sales charge (see "Purchase of Shares").  The redemption of
Class B shares  within six years may be subject to a contingent  deferred  sales
charge (see "Contingent Deferred Sales Charge -- Class B Shares" below).


         Because of the high cost of maintaining small accounts,  the Portfolios
may assess a quarterly  fee of $9 on an account with a balance  below $1,000 for
the  quarter.  The fee  will not  apply to  accounts  enrolled  in an  automatic
investment  program,   Individual  Retirement  Accounts  or  employer  sponsored
employee benefit plans using the subaccount record keeping system made available
through the Shareholder Service Agent.

         Shareholders can request the following telephone privileges:  expedited
wire transfer  redemptions and AutoBuy and exchange  transactions for individual
and institutional accounts and pre-authorized  telephone redemption transactions
for certain institutional accounts.  Shareholders may choose these privileges on
the account  application  or by contacting  KSvC for  appropriate  instructions.
Please  note that the  telephone  exchange  privilege  is  automatic  unless the
shareholder refuses it on the account application. A Portfolio or its agents may
be liable  for any  losses,  expenses  or costs  arising  out of  fraudulent  or
unauthorized   telephone  requests  pursuant  to  these  privileges  unless  the
Portfolio or its agents reasonably believe,  based upon reasonable  verification
procedures,  that the telephonic  instructions are genuine. The shareholder will
bear the risk of loss,  including loss resulting from fraudulent or unauthorized
transactions,  as long as the reasonable  verification  procedures are followed.
The verification  procedures include recording  instructions,  requiring certain
identifying  information  before acting upon  instructions  and sending  written
confirmations.

Telephone  Redemptions.  If  the  proceeds  of  the  redemption  (prior  to  the
imposition of any contingent  deferred sales charge) are $50,000 or less and the
proceeds  are  payable to the  shareholder  of record at the  address of record,
normally a  telephone  request or a written  request by any one  account  holder
without a signature  guarantee is sufficient  for  redemptions  by individual or
joint  account  holders,  and  trust,  executor  and  guardian  account  holders
(excluding  custodial accounts for gifts and transfers to minors),  provided the
trustee,  executor  or  guardian  is named in the  account  registration.  Other
institutional account holders and guardian account holders of custodial accounts
for gifts and  transfers  to minors  may  exercise  this  special  privilege  of
redeeming  shares by  telephone  request or written  request  without  signature
guarantee  subject to the same  conditions  as  individual  account  holders and
subject  to the  limitations  on  liability  described  under  "General"  above,
provided  that  this  privilege  has been  pre-authorized  by the  institutional
account holder or guardian  account  holder by written  instruction to KSvC with
signatures guaranteed. Telephone requests may be made by calling 1-877-327-8899.
Shares  purchased by check or through  AutoBuy or Bank Direct Deposit may not be
redeemed  under this  privilege of redeeming  shares by telephone  request until
such shares have been owned for at least 10 days.  This  privilege  of redeeming
shares by telephone request or by written request without a signature  guarantee
and may  not be used if the  shareholder's  account  has had an  address  change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder  Service Agent by telephone,  it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Funds reserve the right to terminate or modify this privilege at any time.

Repurchases   (Confirmed   Redemptions).   A  request  for   repurchase  may  be
communicated  by a shareholder  through a securities  dealer or other  financial
services firm to KDI,  which each  Portfolio has authorized to act as its agent.
There is no charge by KDI with respect to repurchases; however, dealers or other
firms may charge  customary  commissions for their  services.  Dealers and other
financial  services  firms  are  obligated  to  transmit  orders  promptly.  The
repurchase  price will be the net asset value of the Portfolio  next  determined
after receipt of a request by KDI. However, requests for repurchases received by
dealers or other firms prior to the  determination  of net asset value (see "Net
Asset Value") and received by KDI prior to the close of KDI's  business day will
be  confirmed  at the net  asset  value  effective  on that  day.

                                       10
<PAGE>

The offer to repurchase may be suspended at any time.  Requirements  as to stock
powers, payments and delay of payments are the same as for redemptions.

Expedited   Wire  Transfer   Redemptions.   If  the  account  holder  has  given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares of a Portfolio can be redeemed and proceeds sent by federal
wire transfer to a single previously  designated  account.  Requests received by
KSvC prior to the  determination  of net asset value will result in shares being
redeemed that day at the net asset value of the Portfolio  effective on that day
and normally the proceeds will be sent to the  designated  account the following
business day. Delivery of the proceeds of a wire redemption  request of $250,000
or more may be delayed  by the  Portfolio  for up to seven  days if the  Adviser
deems it appropriate under then current market conditions. Once authorization is
on file, KSvC will honor requests by telephone at  1-877-327-8899 or in writing,
subject to the limitations on liability  described under  "General"  above.  The
Portfolios are not  responsible for the efficiency of the federal wire system or
the account holder's financial  services firm or bank. The Portfolios  currently
do not charge the  account  holder for wire  transfers.  The  account  holder is
responsible for any charges imposed by the account  holder's firm or bank. There
is a $1,000 wire  redemption  minimum  (including any contingent  deferred sales
charge).  To change the designated account to receive wire redemption  proceeds,
send a written request to KSvC with signatures  guaranteed as described above or
contact the firm through which shares of the Portfolio  were  purchased.  Shares
purchased by check or through AutoBuy or Bank Direct Deposit may not be redeemed
by wire transfer until such shares have been owned for at least 10 days.  During
periods  when it is  difficult  to  contact  the  KSvC by  telephone,  it may be
difficult to use the expedited redemption privilege.  The Portfolios reserve the
right to terminate or modify this privilege at any time.

Contingent  Deferred  Sales  Charge -- Large  Order NAV  Purchase  Privilege.  A
contingent  deferred  sales  charge may be imposed  upon  redemption  of Class A
shares  that are  purchased  under the Large  Order NAV  Purchase  Privilege  as
follows:  1.00% if they are  redeemed  within one year of purchase  and 0.50% if
they are redeemed during the second year following purchase. The charge will not
be imposed upon redemption of reinvested  dividends or share  appreciation.  The
charge is applied  to the value of the shares  redeemed  excluding  amounts  not
subject to the charge.  The  contingent  deferred sales charge will be waived in
the event of: (a)  redemptions by a  participant-directed  qualified  retirement
plan  described in Code Section 401(a) or a  participant-directed  non-qualified
deferred    compensation   plan   described   in   Code   Section   457   or   a
participant-directed   qualified  retirement  plan  described  in  Code  Section
403(b)(7) which is not sponsored by a K-12 school  district;  (b) redemptions by
employer  sponsored  employee benefit plans using the subaccount  record keeping
system made available  through the Shareholder  Service Agent; (c) redemption of
shares of a shareholder  (including a registered  joint owner) who has died; (d)
redemption of shares of a shareholder  (including a registered  joint owner) who
after  purchase  of the shares  being  redeemed  becomes  totally  disabled  (as
evidenced by a determination by the federal Social Security Administration); (e)
redemptions  under a Fund's  Systematic  Withdrawal Plan at a maximum of 10% per
year of the net asset value of the account;  and (f) redemptions of shares whose
dealer of  record at the time of the  investment  notifies  KDI that the  dealer
waives the commission applicable to such Large Order NAV Purchase.

Contingent  Deferred Sales Charge -- Class B Shares. A contingent deferred sales
charge may be imposed upon redemption of Class B shares. There is no such charge
upon  redemption of any share  appreciation  or reinvested  dividends on Class B
shares.  The charge is computed at the  following  rates applied to the value of
the shares redeemed excluding amounts not subject to the charge.

     Year of Redemption after Purchase          Contingent Deferred Sales Charge
     ---------------------------------          --------------------------------

                  First                                        4%

                 Second                                        3%

                  Third                                        3%

                 Fourth                                        2%

                  Fifth                                        2%

                  Sixth                                        1%

         The contingent  deferred sales charge will be waived:  (a) in the event
of the total  disability (as evidenced by a determination  by the federal Social
Security Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being  redeemed,  (b) in the event of
the death of the  shareholder  (including a  registered  joint  owner),  (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
- -- Systematic  Withdrawal  Plan" below) and (d) for redemptions made pursuant to
any  IRA  systematic  withdrawal  based  on the  shareholder's  life  expectancy
including,  but not limited to,  substantially equal periodic payments described
in

                                       11
<PAGE>

Internal Revenue Code Section  72(t)(2)(A)(iv)  prior to age 59 1/2; and (e) for
redemptions to satisfy required minimum  distributions  after age 70 1/2 from an
IRA account  (with the maximum  amount  subject to this waiver  being based only
upon the shareholder's IRA accounts).  The contingent deferred sales charge will
also be waived in connection  with the following  redemptions  of shares held by
employer  sponsored  employee benefit plans maintained on the subaccount  record
keeping system made available by KSvC:  (a)  redemptions to satisfy  participant
loan advances (note that loan  repayments  constitute new purchases for purposes
of the  contingent  deferred  sales charge and the  conversion  privilege),  (b)
redemptions in connection with retirement distributions (limited at any one time
to  10% of the  total  value  of  plan  assets  invested  in a  Portfolio),  (c)
redemptions  in  connection  with  distributions  qualifying  under the hardship
provisions of the Internal Revenue Code and (d) redemptions representing returns
of excess contributions to such plans.

Contingent  Deferred  Sales  Charge  --  General.  The  following  example  will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor makes a single purchase of $10,000 of a Portfolio's  Class B shares and
that 16  months  later  the value of the  shares  has  grown by  $1,000  through
reinvested  dividends and by an additional  $1,000 in appreciation to a total of
$12,000.  If the investor were then to redeem the entire $12,000 in share value,
the  contingent  deferred  sales  charge  would be payable  only with respect to
$10,000  because  neither the $1,000 of  reinvested  dividends nor the $1,000 of
share  appreciation is subject to the charge. The charge would be at the rate of
3% ($300) because it was in the second year after the purchase was made.

         The rate of the  contingent  deferred sales charge is determined by the
length of the period of ownership.  Investments  are tracked on a monthly basis.
The period of ownership  for this  purpose  begins the first day of the month in
which the order for the investment is received.  For example, an investment made
in January, 1999 will be eligible for the second year's charge if redeemed on or
after  January  1,  2000.  In the  event no  specific  order is  requested,  the
redemption will be made first from shares representing  reinvested dividends and
then from the earliest purchase of shares. KDI receives any contingent  deferred
sales charge directly.

Redemption  by Mail or Fax.  In  order to  ensure  proper  authorization  before
redeeming shares, the Transfer Agent may request  additional  documents such as,
but not restricted to, stock powers,  trust instruments,  certificates of death,
appointments  as  executor/executrix,  certificates  of corporate  authority and
waivers of tax (required in some states when settling estates).

         It is suggested that  shareholders  holding shares  registered in other
than  individual  names contact the Transfer  Agent prior to any  redemptions to
ensure that all necessary documents accompany the request.  When shares are held
in the name of a corporation,  trust,  fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power,  certified evidence
of authority to sign.  These  procedures are for the protection of  shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) days after  receipt by the Transfer  Agent of a request
for redemption  that complies with the above  requirements.  Delays of more than
seven (7) days of payment for shares  tendered for  repurchase or redemption may
result, but only until the purchase check has cleared.

         The  requirements  for IRA  redemptions  are  different  from those for
regular  accounts.  For more  information,  please call Farmers Customer Support
toll-free at 1-877-327-8899.

Reinvestment  Privilege.  A  shareholder  who has  redeemed  Class A shares of a
Portfolio may reinvest up to the full amount  redeemed at net asset value at the
time of the reinvestment in Class A shares of another  Portfolio.  A shareholder
of a Portfolio  who redeems Class A shares  purchased  under the Large Order NAV
Purchase  Privilege  (see  "Purchase  of Shares") or Class B shares and incurs a
contingent  deferred sales charge may reinvest up to the full amount redeemed at
net  asset  value at the time of the  reinvestment  in Class A shares or Class B
shares,  as the  case may be,  of a  Portfolio.  The  amount  of any  contingent
deferred  sales charge also will be  reinvested.  These  reinvested  shares will
retain  their  original  cost and purchase  date for purposes of the  contingent
deferred sales charge.  Also, a holder of Class B shares who has redeemed shares
may  reinvest up to the full amount  redeemed,  less any  applicable  contingent
deferred  sales charge that may have been imposed  upon the  redemption  of such
shares,  at net asset value in Class A shares of a Portfolio.  Purchases through
the reinvestment  privilege are subject to the minimum  investment  requirements
applicable to the shares being purchased. The reinvestment privilege can be used
only once as to any specific shares and reinvestment must be effected within six
months  of the  redemption.  In  certain  circumstances,  shareholders  will  be
ineligible to take sales charges into account in computing  taxable gain or loss
on a redemption if the reinvestment  privilege is exercised.  (See "Taxes") If a
loss is realized on the redemption of a Portfolio's  shares, the reinvestment in
the same  Portfolio  may be subject to the "wash  sale"  rules if made within 30
days of the  redemption,  resulting in a postponement of the recognition of such
loss  for  federal  income  tax  purposes.  The  reinvestment  privilege  may be
terminated or modified at any time.

                                       12
<PAGE>

                                SPECIAL FEATURES

Class A Shares -- Combined  Purchases.  Each  Portfolio's  Class A shares may be
purchased at the rate applicable to the discount  bracket  attained by combining
concurrent investments in Class A shares of the Portfolios.

Class A Shares -- Letter of Intent.  A written Letter of Intent (the  "Letter"),
which  imposes no  obligation  to  purchase or sell  additional  Class A shares,
provides  for a price  adjustment  depending  upon the actual  amount  purchased
within a 24-month period.  The Letter provides that the first purchase following
execution  of the  Letter  must be at least  5% of the  amount  of the  intended
purchase,  and that 5% of the amount of the intended  purchase  normally will be
held in  escrow  in the  form  of  shares  pending  completion  of the  intended
purchase.  If the total  investments under the Letter are less than the intended
amount and thereby  qualify only for a higher sales charge than  actually  paid,
the  appropriate  number of escrowed  shares are redeemed and the proceeds  used
toward  satisfaction  of the obligation to pay the increased  sales charge.  The
Letter  for an  employer  sponsored  employee  benefit  plan  maintained  on the
subaccount  record  keeping  system  available  through  KSvC may  have  special
provisions  regarding  payment of any increased  sales charge  resulting  from a
failure to complete the intended  purchase under the Letter.  A shareholder  may
include  the  value  (at the  maximum  offering  price)  of all  shares  of such
Portfolios held of record as of the initial purchase date under the Letter as an
"accumulation  credit"  toward  the  completion  of the  Letter,  but  no  price
adjustment will be made on such shares.  Only investments in Class A shares of a
Portfolio are included for this privilege.

Class A Shares -- Cumulative Discount. Class A shares of a Portfolio may also be
purchased at the rate applicable to the discount  bracket  attained by adding to
the cost of  shares of a  Portfolio  being  purchased,  the value of all Class A
shares of Farmers Mutual Fund Portfolios (computed at the maximum offering price
at the time of the purchase for which the discount is applicable)  already owned
by the investor.

Class A Shares  --  Availability  of  Quantity  Discounts.  An  investor  or the
investor's agent must notify KSvC or KDI whenever a quantity discount or reduced
sales charge is applicable to a purchase.  Upon such notification,  the investor
will receive the lowest applicable sales charge.  Quantity  discounts  described
above may be modified or terminated at any time.

Exchange Privilege. Shareholders of Class A or Class B shares may exchange their
shares for shares of the corresponding  class of other Portfolios,  or shares of
Farmers  Money  Market  Portfolio  -  Retail  Shares,  in  accordance  with  the
provisions below.

Class A Shares. Class A shares of the Portfolios may be exchanged for each other
at their relative net asset values. Class A shares of a Fund purchased under the
Large  Order  NAV  Purchase  Privilege  may be  exchanged  for Class A shares of
another  Portfolio under the exchange  privilege  described above without paying
any  contingent  deferred  sales charge at the time of exchange.  If the Class A
shares received on exchange are redeemed thereafter, a contingent deferred sales
charge may be imposed in  accordance  with the foregoing  requirements  provided
that the shares  redeemed will retain their  original cost and purchase date for
purposes of the contingent  deferred sales charge. In the case of an exchange of
Class A shares of a  Portfolio  for  Farmers  Money  Market  Portfolio  - Retail
Shares, the period during which the Retail Shares are held is not considered for
purposes of calculating any contingent  deferred sales charge  applicable to the
Class A shares exchanged.

Class B Shares. Class B shares of the Portfolios may be exchanged for each other
at their relative net asset values.  Class B shares may be exchanged without any
contingent  deferred  sales  charge being  imposed at the time of exchange.  For
purposes of the  contingent  deferred  sales charge that may be imposed upon the
redemption of the Class B shares received on exchange,  amounts exchanged retain
their  original  cost and purchase  date.  In the case of an exchange of Class B
shares of a Portfolio for Farmers Money Market  Portfolio - Retail  Shares,  the
period during which the Retail Shares are held is not considered for purposes of
calculating  the  contingent  deferred  sales charge  applicable  to the Class B
shares exchanged.

General.  Shares of a Portfolio with a value in excess of $1,000,000 acquired by
exchange from another Portfolio may not be exchanged  thereafter until they have
been owned for 15 days (the "15 Day Hold  Policy").  For purposes of determining
whether the 15 Day Hold Policy  applies to a particular  exchange,  the value of
the shares to be exchanged  shall be computed by aggregating the value of shares
being  exchanged for all accounts under common  control,  direction,  or advice,
including without limitation, accounts administered by a financial services firm
offering market timing, asset allocation or similar services. The total value of
shares being exchanged must at least equal the minimum investment requirement of
the Portfolio into which they are being  exchanged.  Exchanges are made based on
relative  dollar  values of

                                       13
<PAGE>

the shares involved in the exchange.  For federal income tax purposes,  any such
exchange constitutes a sale upon which a gain or loss may be realized, depending
upon  whether the value of the shares  being  exchanged is more or less than the
shareholder's adjusted cost basis of such shares.  Exchanges may be accomplished
by a written request to Kemper Service  Company,  P.O. Box 419453,  Kansas City,
Missouri  64141,  or by telephone  if the  shareholder  has given  authorization
(1-877-327-8899). Once the authorization is on file, KSvC will honor requests by
telephone at  1-877-327-8899,  subject to the  limitations  on  liability  under
"Redemption  or  Repurchase  of Shares --  General."  During  periods when it is
difficult  to contact the  Shareholder  Service  Agent by  telephone,  it may be
difficult to use the telephone exchange privilege. The exchange privilege is not
a right and may be  suspended,  terminated  or modified  at any time.  Except as
otherwise permitted by applicable regulations,  60 days' prior written notice of
any termination or material change will be provided.

Systematic Exchange  Privilege.  The owner of $1,000 or more of any class of the
shares of a Portfolio may authorize the automatic exchange of a specified amount
($100 minimum) of such shares for shares of the same class of another Portfolio.
If  selected,  exchanges  will be made  automatically  until  the  privilege  is
terminated by the shareholder or the other Portfolio,  although  shareholders of
either class of a Portfolio may  automatically  exchange their shares for shares
of Farmers Money Market  Portfolio  Retail Shares.  Exchanges are subject to the
terms and conditions  described above under "Exchange Privilege" except that the
$100 minimum  investment  requirement for the Portfolio  acquired on exchange is
not applicable.

AutoBuy/AutoSell.  AutoBuy  permits  the  transfer  of money  via the  Automated
Clearing House System  (minimum $100 and maximum  $50,000) from a  shareholder's
bank, savings and loan, or credit union account to purchase shares in a Fund. By
utilizing  AutoSell,  shareholders  can redeem shares  (minimum $100 and maximum
$50,000) from their  Portfolio  account and transfer the proceeds to their bank,
savings and loan, or credit union checking account. Shares purchased by check or
through  AutoBuy or Bank Direct Deposit may not be redeemed under this privilege
until  such  shares  have  been  owned  for at least 10 days.  By  enrolling  in
AutoBuy/AutoSell,  the shareholder  authorizes the Shareholder  Service Agent to
rely upon  telephone  instructions  from any person to  transfer  the  specified
amounts between the shareholder's  Portfolio account and the predesignated bank,
savings  and  loan or  credit  union  account,  subject  to the  limitations  on
liability under "Redemption or Repurchase of Shares - General." Once enrolled in
AutoBuy/AutoSell,  a shareholder  can initiate a transaction  by calling  Kemper
Service Company toll free at 1-877-327-8899  Monday through Friday, 8:00 a.m. to
3:00 p.m.  Chicago time.  Shareholders  may terminate  this privilege by sending
written notice to Kemper Service Company, P.O. Box 419453, Kansas City, Missouri
64141.  Termination  will become  effective as soon as the  Shareholder  Service
Agent has had a reasonable time to act upon the request. AutoBuy/AutoSell cannot
be used  with  passbook  savings  accounts  or for  tax-deferred  plans  such as
Individual Retirement Accounts.

Bank Direct Deposit. A shareholder may purchase additional shares of a Portfolio
through an automatic  investment program.  With the Bank Direct Deposit Purchase
Plan,   investments   are  made   automatically   (maximum   $50,000)  from  the
shareholder's  account  at a bank,  savings  and loan or credit  union  into the
shareholder's  Portfolio  account.  By  enrolling  in Bank Direct  Deposit,  the
shareholder  authorizes  the  Portfolio  and its agents to either draw checks or
initiate  Automated  Clearing House debits  against the designated  account at a
bank  or  other  financial  institution.  This  privilege  may  be  selected  by
completing the appropriate  section on the Account  Application or by contacting
KSvC for  appropriate  forms.  A  shareholder  may  terminate his or her Plan by
sending written notice to Kemper Service Company,  P.O. Box 419453, Kansas City,
Missouri 64141. Termination by a shareholder will become effective within thirty
days after the KSvC has  received  the  request.  A  Portfolio  may  immediately
terminate  a  shareholder's  Plan in the  event  that any item is  unpaid by the
shareholder's financial institution. The Portfolios may terminate or modify this
privilege at any time.

Payroll Direct Deposit and Government  Direct Deposit.  A shareholder may invest
in a Portfolio  through  Payroll  Direct Deposit or Government  Direct  Deposit.
Under these programs,  all or a portion of a shareholder's net pay or government
check is  automatically  invested in a Portfolio  account each payment period. A
shareholder  may terminate  participation  in these  programs by giving  written
notice to the shareholder's  employer or government  agency, as appropriate.  (A
reasonable  time to act is  required.)  A Portfolio is not  responsible  for the
efficiency  of the  employer  or  government  agency  making the  payment or any
financial institutions transmitting payments.

Systematic  Withdrawal  Plan.  The  owner  of  $50,000  or more of a class  of a
Portfolio's  shares at the offering  price (net asset value plus, in the case of
Class A shares,  the initial  sales charge) may provide for the payment from the
owner's  account  of any  requested  dollar  amount to be paid to the owner or a
designated  payee  monthly,  quarterly,  semiannually  or  annually.  The $5,000
minimum account size is not applicable to Individual  Retirement  Accounts.  The
minimum  periodic  payment is $100.  The  maximum  annual  rate at which Class B
shares may be redeemed (and Class A shares  purchased  under the Large Order NAV
Purchase  Privilege) under a systematic  withdrawal plan is 10% of the net asset

                                       14
<PAGE>

value of the account. Shares are redeemed so that the payee will receive payment
approximately the first of the month. Any income and capital gain dividends will
be automatically  reinvested at net asset value. A sufficient number of full and
fractional  shares will be redeemed to make the  designated  payment.  Depending
upon the size of the payments  requested and fluctuations in the net asset value
of the shares redeemed,  redemptions for the purpose of making such payments may
reduce or even exhaust the account.

         The  purchase of Class A shares  while  participating  in a  systematic
withdrawal plan will ordinarily be  disadvantageous  to the investor because the
investor  will be paying a sales  charge on the  purchase  of shares at the same
time that the  investor is  redeeming  shares upon which a sales charge may have
already been paid.  Therefore,  a Portfolio will not knowingly permit additional
investments  of less than  $2,000  if the  investor  is at the same time  making
systematic  withdrawals.  KDI will waive the contingent deferred sales charge on
redemptions  of Class A shares  purchased  under  the Large  Order NAV  Purchase
Privilege and Class B shares made pursuant to a systematic  withdrawal plan. The
right is reserved to amend the  systematic  withdrawal  plan on 30 days' notice.
The plan may be terminated at any time by the investor or the Portfolios.

Tax-Sheltered   Retirement   Plans.  The  Shareholder   Service  Agent  provides
retirement plan services and documents and KDI can establish  investor  accounts
in any of the following types of retirement plans:


         [Individual Retirement Accounts ("IRAs") with Investors Fiduciary Trust
Company  ("IFTC"),  801  Pennsylvania  Avenue,  Kansas City,  Missouri  64105 as
custodian.  This includes  Savings  Incentive  Match Plan for Employees of Small
Employers ("SIMPLE"),  IRA accounts and Simplified Employee Pension Plan ("SEP")
IRA accounts and prototype documents.]

         [403(b)(7) Custodial Accounts also with IFTC as custodian. This type of
plan is available to employees of most non-profit organizations.]


         Prototype  money  purchase  pension  and  profit-sharing  plans  may be
adopted by employers.  The maximum annual  contribution  per  participant is the
lesser of 25% of compensation or $30,000.

         Brochures  describing the above plans as well as model defined  benefit
plans,  target benefit plans, 457 plans,  401(k) plans,  SIMPLE 401(k) plans and
materials for establishing them are available from the Shareholder Service Agent
upon  request.  The  brochures  for plans with IFTC as  custodian  describe  the
current  fees  payable  to State  Street  Bank and  Trust  for its  services  as
custodian.   Investors  should  consult  with  their  own  tax  advisers  before
establishing a retirement plan.

                       ADDITIONAL TRANSACTION INFORMATION

General.  Banks and other  financial  services firms may provide  administrative
services  related to order  placement and payment to facilitate  transactions in
shares of a Portfolio for their clients,  and KDI may pay them a transaction fee
up to the level of the discount or  commission  allowable or payable to dealers,
as described above. Banks are currently  prohibited under the Glass-Steagall Act
from providing  certain  underwriting or distribution  services.  Banks or other
financial  services  firms may be subject to various  state laws  regarding  the
services  described above and may be required to register as dealers pursuant to
state law.  If banking  firms were  prohibited  from  acting in any  capacity or
providing any of the described services,  management would consider what action,
if any,  would be  appropriate.  KDI  does not  believe  that  termination  of a
relationship with a bank would result in any material adverse  consequences to a
Portfolio.

         In  addition  to the  payments  and  allowances  KDI may  make to firms
described  above,  KDI  may,  from  time to  time,  pay or  allow  to firms a 1%
commission  on the  amount of shares of a  Portfolio  sold by the firm under the
following  conditions:  (i) the purchased shares are held in a IRA account, (ii)
the  shares are  purchased  as a direct  "roll  over" of a  distribution  from a
qualified retirement plan account maintained on a participant  subaccount record
keeping system provided by KSvC, (iii) the registered representative placing the
trade  is a  member  of  ProStar,  a  group  of  persons  designated  by KSvC in
acknowledgment  of their  dedication to the employee  benefit plan area and (iv)
the purchase is not otherwise subject to a commission.

         In addition to the discounts or commissions  described above, KDI will,
from time to time, pay or allow additional discounts, commissions or promotional
incentives, in the form of cash or other compensation, to firms that sell shares
of the Portfolios.  Non-cash  compensation includes luxury merchandise and trips
to luxury  resorts.  In some  instances,  such  discounts,  commissions or other
incentives  will be offered  only to certain  firms that sell or are expected

                                       15
<PAGE>

to sell during  specified time periods  certain minimum amounts of shares of the
Portfolios or other funds underwritten by KDI.

         Orders for the purchase of shares of a Portfolio will be confirmed at a
price  based on the net asset  value of that  Portfolio  next  determined  after
receipt by KDI of the order accompanied by payment.  However, orders received by
dealers or other  financial  services  firms prior to the  determination  of net
asset value (see "Net Asset  Value")  and  received by KDI prior to the close of
its  business  day will be  confirmed  at a price  based on the net asset  value
effective  on that day  ("trade  date").  The  Portfolios  reserve  the right to
determine  the  net  asset  value  more  frequently  than  once a day if  deemed
desirable.  Dealers and other financial services firms are obligated to transmit
orders promptly. Collection may take significantly longer for a check drawn on a
foreign bank than for a check drawn on a domestic bank.  Therefore,  if an order
is  accompanied  by a check  drawn on a foreign  bank,  funds must  normally  be
collected  before  shares will be purchased.  See  "Purchase  and  Redemption of
Shares."

         The  Portfolios  reserve the right to  withdraw  all or any part of the
offering made by this Statement of Additional Information and to reject purchase
orders.  Also,  from time to time,  each Portfolio may  temporarily  suspend the
offering of any class of its shares to new investors.  During the period of such
suspension,  persons who are already shareholders of such class of the Portfolio
normally are permitted to continue to purchase  additional  shares of such class
and to have dividends reinvested.

         Shareholders should direct their inquiries to Farmers Customer Support,
222 South Riverside Plaza, 24th Floor, Chicago, IL 60606-5808, 1-877-327-8899 or
to the Farmers'  agent from whom they  received  this  Statement  of  Additional
Information.

Share Certificates

         Due to the  desire of the  Portfolios'  management  to  afford  ease of
redemption,  certificates  will  not  be  issued  to  indicate  ownership  in  a
Portfolio.

Other Information

         The "Tax  Identification  Number"  section of the  application  must be
completed when opening an account.  Applications  and purchase  orders without a
correct  certified  tax  identification   number  and  certain  other  certified
information  (e.g. from exempt  organizations,  certification  of exempt status)
will be returned to the investor.

         The Trust may issue  shares  of each  Portfolio  at net asset  value in
connection with any merger or  consolidation  with, or acquisition of the assets
of, any  investment  company (or series  thereof) or personal  holding  company,
subject to the requirements of the 1940 Act.

         Clients,  officers  or  employees  of the  Adviser or of an  affiliated
organization,  and members of such clients',  officers' or employees'  immediate
families,  banks and  members of the NASD may direct  repurchase  requests  to a
Portfolio  through  Kemper  Distributors,  Inc.  at 222 South  Riverside  Plaza,
Chicago,  IL  60606-5808  by letter,  telegram,  TWX, or  telephone.  A two-part
confirmation  will be  mailed  out  promptly  after  receipt  of the  repurchase
request.  A  written  request  in good  order  should be sent with a copy of the
invoice to Kemper Service Company, P.O. Box 419453, Kansas City, Missouri 64141.
Failure to deliver  shares or required  documents  (see above) by the settlement
date may  result  in  cancellation  of the  trade  and the  shareholder  will be
responsible for any loss incurred by a Portfolio or the principal underwriter by
reason  of such  cancellation.  Net  losses on such  transactions  which are not
recovered from the  shareholder  will be absorbed by the principal  underwriter.
Any net  gains so  resulting  will  accrue  to the  Portfolio.  For this  group,
repurchases  will be carried out at the net asset value next computed after such
repurchase  requests  have been  received.  The  arrangements  described in this
paragraph for repurchasing  shares are  discretionary and may be discontinued at
any time.

         If a  shareholder  redeems all shares in the  account  after the record
date of a dividend,  the shareholder receives in addition to the net asset value
thereof, all declared but unpaid dividends thereon. The value of shares redeemed
or repurchased may be more or less than the shareholder's  cost depending on the
net asset  value at the time of  redemption  or  repurchase.  The Trust does not
impose  a  redemption  or  repurchase  charge,  although  a wire  charge  may be
applicable  for  redemption  proceeds  wired  to  an  investor's  bank  account.
Redemption of shares, including redemptions undertaken to effect an exchange for
shares of another  Portfolio,  may result in tax consequences  (gain or loss) to
the  shareholder  and the proceeds of such  redemptions may be subject to backup
withholding. (See "Taxes.")

                                       16
<PAGE>


         The  determination  of net  asset  value and a  shareholder's  right to
redeem shares and to receive  payment may be suspended at times (a) during which
the Exchange is closed,  other than customary weekend and holiday closings,  (b)
during which  trading on the Exchange is restricted  for any reason,  (c) during
which  an  emergency  exists  as a  result  of  which  disposal  by the  Fund of
securities  owned by it is not  reasonably  practicable  or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
during which the SEC by order permits a suspension of the right of redemption or
a postponement of the date of payment or of redemption; provided that applicable
rules and  regulations  of the SEC (or any  succeeding  governmental  authority)
shall govern as to whether the conditions prescribed in (b), (c) or (d) exist.


                   FEATURES AND SERVICES OFFERED BY THE TRUST

Reports to Shareholders

         The Trust issues shareholders unaudited semiannual financial statements
and annual financial statements audited by independent accountants,  including a
list of investments held and statements of assets and  liabilities,  operations,
changes in net assets and financial  highlights.  The Trust presently intends to
distribute to  shareholders  informal  quarterly  reports during the intervening
quarters, containing a statement of the investments of the portfolios.

Transaction Summaries

         Annual  summaries of all  transactions  in each  Portfolio  account are
available  to   shareholders.   The   summaries   may  be  obtained  by  calling
1-877-327-8899.

                    DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

         Each Portfolio  intends to follow the practice of  distributing  all of
its investment company taxable income, which includes any excess of net realized
short-term  capital  gains over net  realized  long-term  capital  losses.  Each
Portfolio  may follow the  practice  of  distributing  the entire  excess of net
realized  long-term capital gains over net realized  short-term  capital losses.
However,  a Portfolio may retain all or part of such gain for reinvestment after
paying the related federal income taxes for which the  shareholders  may then be
asked to  claim a credit  against  their  federal  income  tax  liability.  (See
"Taxes.")

         If a Portfolio  does not  distribute  the amount of capital gain and/or
ordinary  income  required to be  distributed  by an excise tax provision of the
Code, the Portfolio may be subject to that excise tax. (See "Taxes.") In certain
circumstances,  a  Portfolio  may  determine  that  it is  in  the  interest  of
shareholders to distribute less than the required amount.

         Earnings and profits  distributed  to  shareholders  on  redemptions of
Portfolio shares may be utilized by a Portfolio,  to the extent permissible,  as
part of that Portfolio's dividends paid deduction on its federal tax return.

         The Income,  Income with Growth, and Balanced Portfolios each intend to
distribute  investment  company  taxable  income,  exclusive  of net  short-term
capital gains in excess of net long-term  capital losses,  on a quarterly basis,
and  distributions of net short-term and long-term capital gains realized during
the fiscal year will be made in November  or  December to avoid  federal  excise
tax, although an additional  distribution may be made within three months of its
fiscal year end, if  necessary.  The Growth  with Income  Portfolio,  and Growth
Portfolio each intend to distribute their investment  company taxable income and
any net realized  capital gains in November or December to avoid federal  excise
tax, although an additional  distribution may be made within three months of the
Portfolios' fiscal year end, if necessary.

         Both  types  of  distributions  will be made in  Portfolio  shares  and
confirmations  will be  mailed  to each  shareholder  unless a  shareholder  has
elected to receive  cash, in which case a check will be sent.  Distributions  of
investment  company  taxable  income and net realized  capital gains are taxable
(See "Taxes"), whether made in shares or cash.

         Each distribution is accompanied by a brief explanation of the form and
character of the  distribution.  The  characterization  of distributions on such
correspondence may differ from the characterization for federal tax purposes. In
January of each year each  Portfolio  issues to each  shareholder a statement of
the federal income tax status of all distributions in the prior calendar year.

                                       17
<PAGE>

                             PERFORMANCE INFORMATION

         From  time to time,  quotations  of a  Portfolio's  performance  may be
included in  advertisements,  sales  literature  or reports to  shareholders  or
prospective  investors.  These  performance  figures will be  calculated  in the
following manner:

Average Annual Total Return

         Average  Annual Total  Return is the average  annual  compound  rate of
return for the periods of one year, five years, ten years or for the life of the
Portfolio,  all  ended on the last day of a  recent  calendar  quarter.  Average
annual total return  quotations  reflect  changes in the price of a  Portfolio's
shares and assume that all dividends and capital gains distributions  during the
respective  periods were  reinvested in Portfolio  shares.  Average annual total
return is calculated by finding the average annual compound rates of return of a
hypothetical  investment over such periods,  according to the following  formula
(average annual total return is then expressed as a percentage):

                               T = (ERV/P)^1/n - 1

Where:

                    P         =     a hypothetical initial payment of $1,000
                    T         =     Average Annual Total Return
                    N         =     Number of years
                    ERV       =     Ending  redeemable  value: ERV is the value,
                                    at the end of the  applicable  period,  of a
                                    hypothetical  $1,000  investment made at the
                                    beginning of the applicable period.

  Average Annual Total Return for period ended April 30, 1999 - Class A shares

                                                            Life of Portfolio(1)


        Income Portfolio                                        1.75%
        Income with Growth Portfolio                            2.75
        Balanced Portfolio                                      3.75
        Growth with Income Portfolio                            5.25
        Growth Portfolio                                        6.67

(1) For the period beginning March 9, 1999 (commencement of operations)


  Average Annual Total Return for period ended April 30, 1999 - Class B shares

                                                            Life of Portfolio(1)


        Income Portfolio                                        1.58%
        Income with Growth Portfolio                            2.67
        Balanced Portfolio                                      3.58
        Growth with Income Portfolio                            5.08
        Growth Portfolio                                        6.58

(1) For the period beginning March 9, 1999 (commencement of operations)



Cumulative Total Return

         Cumulative   Total  Return  is  the  compound   rate  of  return  on  a
hypothetical  initial  investment of $1,000 for a specified  period.  Cumulative
Total Return quotations reflect changes in the price of a Portfolio's shares and
assume that all dividends and capital gains distributions during the period were
reinvested in Portfolio shares. Cumulative Total Return is calculated by finding
the cumulative  rates of return of a hypothetical  investment over such periods,
according to the following formula (Cumulative Total Return is then expressed as
a percentage):

                                       18
<PAGE>

                                 C = (ERV/P) -1
Where:

                   C         =     Cumulative Total Return
                   P         =     a hypothetical initial investment of $1,000
                   ERV       =     Ending redeemable value: ERV is the value,
                                   at the end of the applicable period, of a
                                   hypothetical $1,000 investment made at the
                                   beginning of the applicable period.

    Cumulative Total Return for period ended April 30, 1999 - Class A shares

                                                            Life of Portfolio(1)


        Income Portfolio                                        1.75%
        Income with Growth Portfolio                            2.75
        Balanced Portfolio                                      3.75
        Growth with Income Portfolio                            5.25
        Growth Portfolio                                        6.67

(1) For the period beginning March 9, 1999 (commencement of operations)


    Cumulative Total Return for period ended April 30, 1999 - Class B shares

                                                            Life of Portfolio(1)


        Income Portfolio                                        1.58%
        Income with Growth Portfolio                            2.67
        Balanced Portfolio                                      3.58
        Growth with Income Portfolio                            5.08
        Growth Portfolio                                        6.58

(1) For the period beginning March 9, 1999 (commencement of operations)

 Total Return


         Total  Return is the rate of return on an  investment  for a  specified
period of time calculated in the same manner as Cumulative Total Return.

                               TRUST ORGANIZATION

         The  Portfolios  are  portfolios  of  Farmers   Investment  Trust  (the
"Trust"),  a  Massachusetts  business trust  established  under a Declaration of
Trust  dated  October  26,  1998.  The  Trust  offers  five  portfolios:  Income
Portfolio, Income with Growth Portfolio,  Balanced Portfolio, Growth with Income
Portfolio, and Growth Portfolio.


         The  Trust  may issue an  unlimited  number  of  shares  of  beneficial
interest in the Portfolios,  all having $.01 par value,  which may be divided by
the Board of Trustees into classes of shares. The Board of Trustees of the Trust
may authorize the issuance of additional  classes and  additional  Portfolios if
deemed  desirable,  each  with  its  own  investment  objective,   policies  and
restrictions.  Since  the Trust  offers  multiple  Portfolios,  it is known as a
"series company." Shares of a Portfolio have equal  noncumulative  voting rights
and equal  rights with  respect to  dividends,  assets and  liquidation  of such
Portfolio  and are  subject  to any  preferences,  rights or  privileges  of any
classes of shares of the Portfolio. Currently, each Portfolio offers two classes
of  shares:  Class A and Class B shares.  Shares of each  Portfolio  have  equal
noncumulative  voting  rights except that each  Portfolio's  Class A and Class B
shares have separate and exclusive voting rights with respect to the Portfolios'
Class A and Class B Rule 12b-1  Plans,  respectively.  Shares of each class also
have equal rights with respect to dividends,  assets and liquidation  subject to
any preferences (such as resulting from different Rule 12b-1 distribution fees),
rights or  privileges  of any classes of shares of a  Portfolio.  Shares of each
Portfolio are fully paid and nonassessable when issued, are transferable without
restriction  and have no  preemptive  or  conversion  rights.  The  Trust is not
required  to hold  annual  shareholder  meetings  and does not  intend to do so.
However,  the  Trust  will  hold

                                       19
<PAGE>

shareholder  meetings as required or deemed  desirable  in  connection  with the
following  matters:  (a) the  election  or removal of  trustees  if a meeting is
called for such purpose;  (b) the adoption of any contract for which shareholder
approval  is  required  by the 1940 Act;  (c) any  termination  of a Fund to the
extent and as provided in the  Declaration  of Trust;  (d) any  amendment of the
Declaration  of Trust  (other than  amendments  changing  the name of the Trust,
establishing  a fund,  supplying any  omission,  curing any ambiguity or curing,
correcting or supplementing  any defective or inconsistent  provision  thereof);
and (e) such  additional  matters as may be required by law, the  Declaration of
Trust,  the  By-laws of the  Trust,  or any  registration  of the Trust with the
Securities and Exchange Commission or any state, or as the trustees may consider
necessary  or  desirable.  The  shareholders  also  would  vote upon  changes in
fundamental  investment  objectives,  policies or  restrictions.  Subject to the
Declaration of Trust,  shareholders may remove Trustees.  If shares of more than
one Portfolio are  outstanding,  shareholders  will vote by Portfolio and not in
the aggregate or by class except when voting in the aggregate is required  under
the 1940 Act,  such as for the election of Trustees,  or when voting by class is
appropriate.

         Each Trustee  serves until the next  meeting of  shareholders,  if any,
called  for the  purpose  of  electing  trustees  and  until  the  election  and
qualification of a successor or until such trustee sooner dies, resigns, retires
or is removed by a majority  vote of the shares  entitled to vote (as  described
below) or a majority of the trustees.  In accordance  with the 1940 Act (a) each
Fund will hold a  shareholder  meeting for the election of trustees at such time
as less than a majority of the trustees have been elected by  shareholders,  and
(b) if, as a result of a vacancy on the Board of Trustees,  less than two-thirds
of the  trustees  have been  elected by the  shareholders,  that vacancy will be
filled only by a vote of the shareholders.


         Trustees  may be  removed  from  office  by a vote  of the  holders  of
two-thirds of the outstanding shares at a meeting 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  the  written  request  of  ten or  more
shareholders  who have  been such for at least six  months  and who hold  shares
constituting at least 1% of the outstanding  shares of a Portfolio  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,  each Portfolio has undertaken to disseminate  appropriate
materials at the expense of the requesting shareholders.

         The  Trust's  Declaration  of Trust  provides  that the  presence  at a
shareholder meeting in person or by proxy of at least 30% of the shares entitled
to vote on a matter shall  constitute a quorum.  Thus, a meeting of shareholders
of a Portfolio could take place even if less than a majority of the shareholders
were  represented on its scheduled  date.  Shareholders  would in such a case be
permitted to take action which does not require a larger vote than a majority of
a quorum,  such as the election of trustees and ratification of the selection of
auditors.  Some matters  requiring a larger vote under the Declaration of Trust,
such as termination or reorganization  of a Portfolio and certain  amendments of
the  Declaration of Trust,  would not be effected by this  provision;  nor would
matters  which  under  the  1940 Act  require  the  vote of a  "majority  of the
outstanding voting securities" as defined in the 1940 Act.

         The Trust's  Declaration of Trust specifically  authorizes the Board of
Trustees  to  terminate  any  Portfolio  or class by notice to the  shareholders
without shareholder approval.

         Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for obligations of
a Portfolio. The Declaration of Trust, however,  disclaims shareholder liability
for acts or  obligations  of each  Portfolio  and  requires  that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by a Portfolio or the Trust's  Trustees.  Moreover,  the Declaration of
Trust provides for  indemnification out of Portfolio property for all losses and
expenses of any  shareholder  held  personally  liable for the  obligations of a
Portfolio  and each  Portfolio  will be covered by insurance  which the Trustees
consider  adequate  to  cover  foreseeable  tort  claims.  Thus,  the  risk of a
shareholder  incurring  financial  loss on account of  shareholder  liability is
considered  by the  Adviser  remote  and not  material,  since it is  limited to
circumstances  in which a disclaimer is inoperative and such Portfolio itself is
unable  to meet  its  obligations.  The  Trust  will  vote  its  shares  in each
Underlying  Fund in  proportion  to the vote of all other  shareholders  of each
respective Underlying Fund.

         The Declaration of Trust provides that obligations of the Trust are not
binding upon the Trustees  individually but only upon the property of the Trust,
that the  Trustees  and  officers  will not be liable for errors of  judgment or
mistakes of fact or law,  and that the Trust,  will  indemnify  its Trustees and
officers against liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with the Trust, except if
it is determined in the manner  provided in the  Declaration  of Trust that they
have not acted in good faith in the reasonable belief that their actions were in
the best interests of the Trust.  However,  nothing in the  Declaration of Trust
protects or  indemnifies a Trustee or officer  against any liability to which he
or she would otherwise be subject by reason of willful  misfeasance,  bad faith,
gross negligence, of reckless disregard of duties involved in the conduct of his
or her office.

                                       20
<PAGE>

                               INVESTMENT ADVISER


         Scudder Kemper  Investments,  Inc., an investment counsel firm, acts as
investment  adviser to the  Portfolios.  This  organization,  the predecessor of
which  is  Scudder,  Stevens  &  Clark,  Inc.  ("Scudder"),  is one of the  most
experienced  investment  counsel  firms  in the U.  S. It was  established  as a
partnership in 1919 and pioneered the practice of providing  investment  counsel
to individual  clients on a fee basis.  In 1928 it introduced  the first no-load
mutual fund to the public. In 1953 the Adviser introduced Scudder  International
Fund,   Inc.,   the  first  mutual  fund   available   in  the  U.S.   investing
internationally  in  securities  of issuers in several  foreign  countries.  The
predecessor  firm  reorganized  from a partnership  to a corporation on June 28,
1985. On June 26, 1997,  Scudder entered into an agreement with Zurich Insurance
Company  ("Zurich")  pursuant  to which  Scudder  and  Zurich  agreed to form an
alliance.  On December 31, 1997, Zurich acquired a majority interest in Scudder,
and  Zurich  Kemper  Investments,  Inc.,  a Zurich  subsidiary,  became  part of
Scudder. Scudder's name has been changed to Scudder Kemper Investments, Inc.


         Founded  in  1872,  Zurich  is  a  multinational,   public  corporation
organized  under  the  laws of  Switzerland.  Its  home  office  is  located  at
Mythenquai 2, 8002 Zurich,  Switzerland.  Historically,  Zurich's  earnings have
resulted from its  operations as an insurer as well as from its ownership of its
subsidiaries and affiliated companies (the "Zurich Insurance Group"). Zurich and
the Zurich Insurance Group provide an extensive range of insurance  products and
services  and have branch  offices and  subsidiaries  in more than 40  countries
throughout the world.

         The  Adviser  maintains a large  research  department,  which  conducts
continuous   studies  of  the  factors  that  affect  the  position  of  various
industries,  companies and individual securities. The Adviser receives published
reports and statistical  compilations from issuers and other sources, as well as
analyses from brokers and dealers who may execute portfolio transactions for the
Adviser's clients. However, the Adviser regards this information and material as
an  adjunct  to  its  own  research  activities.   The  Adviser's  international
investment management team travels the world, researching hundreds of companies.
In selecting the securities in which each Portfolio may invest,  the conclusions
and investment decisions of the Adviser with respect to the Portfolios are based
primarily on the analyses of its own research department.

         Certain  investments may be appropriate  for the affiliated  Underlying
Funds held by each Portfolio and also for other clients  advised by the Adviser.
Investment  decisions for the Underlying Funds and other clients are made with a
view to achieving their respective investment objectives and after consideration
of such factors as their current  holdings,  availability of cash for investment
and the size of their investments generally.  Frequently,  a particular security
may be  bought  or sold for only  one  client  or in  different  amounts  and at
different  times  for more  than one but less  than  all  clients.  Likewise,  a
particular security may be bought for one or more clients when one or more other
clients are selling the  security.  In addition,  purchases or sales of the same
security  may be made for two or more  clients on the same day.  In such  event,
such  transactions  will be allocated  among the clients in a manner believed by
the Adviser to be equitable to each. In some cases, this procedure could have an
adverse effect on the price or amount of the securities purchased or sold by the
Underlying  Fund.  Purchase  and  sale  orders  for the  Underlying  Fund may be
combined with those of other clients of the Adviser in the interest of achieving
the most favorable net results to the Underlying Fund.

         For each of the Portfolios,  the Investment  Management Agreements (the
"Agreements")  dated February 16, 1999, were approved by the initial shareholder
of each  Portfolio  on February  12,  1999,  and by the Trustees of the Trust on
February  12, 1999.  Each  Agreement  will  continue in effect from year to year
thereafter  only  if its  continuance  is  approved  annually  by the  vote of a
majority of those  Trustees who are not parties to such  Agreement or interested
persons of the Adviser or the Trust,  cast in person at a meeting called for the
purpose of voting on such approval, and either by a vote of the Trustees or of a
majority of the outstanding  voting  securities of the Trust. The Agreements may
be  terminated  at any time without  payment of penalty by either party on sixty
days'  written  notice  and  automatically   terminates  in  the  event  of  its
assignment.


         In certain cases, the investments for the Portfolios are managed by the
same  individuals who manage one or more other  Underlying  Funds advised by the
Adviser  that  have  similar  names,  objectives  and  investment  styles as the
Portfolios.  You should be aware that the  Portfolios  are likely to differ from
these  affiliated  Underlying  Funds in size, cash flow pattern and tax matters.
Accordingly,  the holdings and  performance of the Portfolios can be expected to
vary from those of the affiliated Underlying Funds.


         On September 7, 1998, the businesses of Zurich (including  Zurich's 70%
interest  in The  Adviser)  and  the  financial  services  businesses  of  B.A.T
Industries  p.l.c.  ("B.A.T")  were combined to form a new global  insurance and
financial services company known as Zurich Financial Services Group. By way of a
dual holding  company  structure,

                                       21
<PAGE>

former Zurich shareholders initially owned approximately 57% of Zurich Financial
Services Group, with the balance initially owned by former B.A.T shareholders.

         The Adviser  regularly  provides the Trust with  continuing  investment
management  for  the  Portfolios  consistent  with  the  Portfolios'  investment
objectives, policies and restrictions and determines what Underlying Funds shall
be purchased,  held or sold and what portion of each Portfolio's assets shall be
held  uninvested,  subject to the Declaration of Trust,  the 1940 Act, the Code,
the  Order  and  to  the  Portfolios'   investment   objectives,   policies  and
restrictions,  and subject,  further,  to such policies and  instructions as the
Board of Trustees may from time to time establish.

         The Adviser  provides  each  Portfolio  with  discretionary  investment
services. Specifically, the Adviser is responsible for supervising and directing
the investments of each Portfolio in accordance with each Portfolio's investment
objectives,  program,  and  restrictions  as provided in the prospectus and this
Statement  of  Additional  Information.  The  Adviser  is also  responsible  for
effecting all security  transactions on behalf of each Portfolio,  including the
negotiation  of  commissions  and  the  allocation  of  principal  business  and
portfolio  brokerage.  However, it should be understood that each Portfolio will
invest their assets almost exclusively in the shares of the Underlying Funds and
such  investments  will be made without the payment of any  commission  or other
sales charges.  In addition to these  services,  the Adviser  provides the Trust
with certain  corporate  administrative  services,  including:  maintaining  the
corporate existence, corporate records, and registering and qualifying Portfolio
shares under federal and state laws;  monitoring the financial  accounting,  and
administrative functions of each Portfolio;  maintaining liaison with the agents
employed by the Trust such as the  custodian and transfer  agent;  assisting the
Trust  in the  coordination  of such  agents'  activities;  and  permitting  the
Adviser's employees to serve as officers, trustees, and committee members of the
Trust without cost to the Trust.

         The Adviser  also  renders  significant  administrative  services  (not
otherwise provided by third parties) necessary for the Portfolios' operations as
an open-end investment company including,  but not limited to, preparing reports
and  notices  to  the  Trustees  and  shareholders;   supervising,   negotiating
contractual  arrangements  with,  and  monitoring  various  third-party  service
providers to the Trust (such as the Portfolios'  transfer agent, pricing agents,
custodian, fund accounting agent and others);  preparing and making filings with
the SEC and other regulatory  agencies;  assisting in the preparation and filing
of the Portfolios'  federal,  state and local tax returns;  preparing and filing
the Portfolios'  federal excise tax returns;  assisting with investor and public
relations matters; monitoring the valuation of securities and the calculation of
net asset value;  monitoring the  registration of shares of each Portfolio under
applicable federal and state securities laws;  maintaining the Portfolios' books
and records to the extent not otherwise  maintained by a third party;  assisting
in  establishing  accounting  policies  of  the  Portfolios;  assisting  in  the
resolution  of accounting  and legal issues;  establishing  and  monitoring  the
Portfolios'  operating budget;  processing the payment of the Portfolios' bills;
assisting  each  Portfolio  in, and  otherwise  arranging  for,  the  payment of
distributions  and  dividends  and  otherwise  assisting  the  Portfolios in the
conduct of their business, subject to the direction and control of the Trustees.

         The  Adviser  pays  the  compensation  and  expenses  (except  those of
attending  Board and committee  meetings  outside New York,  New York or Boston,
Massachusetts)  of all Trustees,  officers and executive  employees of the Trust
affiliated with the Adviser and makes  available,  without expense to the Trust,
the services of such Trustees, officers and employees of the Adviser as may duly
be elected officers of the Trust,  subject to their individual  consent to serve
and to any limitations imposed by law, and provides the Trust's office space and
facilities.

         In reviewing the terms of the Agreements  and in  discussions  with the
Adviser  concerning  such  Agreement,  the  Trustees  of the  Fund  who  are not
"interested  persons" of the Adviser are  represented  by  independent  counsel.
Dechert Price & Rhoads acts as general counsel for the Trust.

         The  Agreements  provide  that the Adviser  shall not be liable for any
error of  judgment  or mistake of law or for any loss  suffered  by the Trust in
connection with matters to which the Agreements relate,  except a loss resulting
from  willful  misfeasance,  bad  faith or gross  negligence  on the part of the
Adviser in the  performance  of its  duties or from  reckless  disregard  by the
Adviser of its obligations and duties under the Agreements.


         The  Portfolios'  shareholders  will also indirectly bear a Portfolio's
pro rata share of fees and expenses  charged by the Underlying  Funds in which a
Portfolio  is  invested.  The ranges of the average  weighted  pro rata share of
expenses  borne by each  Portfolio in  connection  with its  investments  in the
Underlying  Funds are  expected to be as  follows:  Income  Portfolio:  0.44% to
1.04%, Income with Growth Portfolio:  0.45% to 1.38%, Balanced Portfolio:  0.53%
to 1.49%,  Growth with Income  Portfolio:  0.60% to 1.59% and Growth  Portfolio:
0.75% to 1.69%.  This information is provided in ranges since the average assets
of a Portfolio invested in each of the Underlying Funds will fluctuate.


                                       22
<PAGE>

         The  Agreements  identify the Adviser as the exclusive  licensee of the
rights to use and sublicense the names "Scudder,"  "Scudder Kemper  Investments,
Inc." and "Scudder  Stevens and Clark,  Inc." (together,  the "Scudder  Marks").
Under  this  license,  the  Trust,  with  respect  to the  Portfolios,  has  the
non-exclusive  right to use and sublicense the Scudder name and marks as part of
its name,  and to use the Scudder Marks in the Trust's  investment  products and
services.

Investment Management Fees

         Each class of shares of a  Portfolio  has a single,  all-inclusive  fee
covering investment  management and other ordinary operating expenses.  This fee
rate will not fluctuate.  In contrast,  most mutual funds pay a fixed management
fee and absorb  operating  expenses that vary  according to a number of factors.
Each  Portfolio  pays the  Adviser an annual  all-inclusive  fee of 0.75% of the
average daily net assets of that Portfolio.

         The Agreements  between each Portfolio and the Adviser provide that the
Adviser will pay each Portfolio's  ordinary  operating  expenses.  The following
expenses are not  considered to be ordinary  operating  expenses of a Portfolio:
interest,  all taxes or  governmental  fees  payable  by or with  respect to the
Portfolios  to  federal,  state  or other  governmental  agencies,  domestic  or
foreign,  including stamp or other transfer taxes; all brokers'  commissions and
other  charges  incident  to the  purchase,  sale or lending of the  Portfolios'
portfolio securities,  all compensation of Trustees, other than those affiliated
with the  Adviser,  and all  expenses  (including  counsel  fees  and  expenses)
incurred in connection with their service; and such non-recurring  expenses that
may  arise,  including  the cost of  actions,  suits or  proceedings  to which a
Portfolio is a party and the  expenses a Portfolio  may incur as a result of its
obligation to provide  indemnification  to its officers and agents; and expenses
incurred under the Portfolios' shareholder services and distribution plan.

         The Adviser also receives  management fees from managing the affiliated
Underlying  Funds in which each Portfolio  invests.  Each affiliated  Underlying
Fund  pays  the  Adviser  a  management  fee as  determined  by  the  Investment
Management Agreement between each Underlying Fund and the Adviser. As manager of
the  assets  of  each  affiliated  Underlying  Fund,  the  Adviser  directs  the
investments  of an Underlying  Fund in accordance  with each  Underlying  Fund's
investment  objective,  policies and  restrictions.  The Adviser  determines the
securities,  instruments  and other  contracts  relating  to  investments  to be
purchased,  sold or entered into by an Underlying Fund. If an Underlying  Fund's
expenses,  exclusive  of taxes,  interest  and  extraordinary  expenses,  exceed
specified  limits,  such excess up to the amount of the management  fee, will be
paid by the Adviser.

         Officers  and  employees  of the  Adviser  from  time to time  may have
transactions with various banks, including the Portfolios' custodian bank. It is
the Adviser's opinion that the terms and conditions of those  transactions which
have  occurred were not  influenced by existing or potential  custodial or other
Trust relationships.

         The  Adviser  may  serve as  adviser  to other  funds  with  investment
objectives  and  policies  similar  to  those  of the  Portfolios  that may have
different distribution arrangements or expenses, which may affect performance.

         None of the  officers or Trustees may have  dealings  with the Trust as
principals  in  the  purchase  or  sale  of  securities,  except  as  individual
subscribers to or holders of shares of the Trust.

Personal Investments by Employees of the Adviser

         Employees  of the Adviser are  permitted  to make  personal  securities
transactions,  subject  to  requirements  and  restrictions  set  forth  in  the
Adviser's  Code  of  Ethics.   The  Code  of  Ethics  contains   provisions  and
requirements  designed to identify  and address  certain  conflicts  of interest
between personal investment  activities and the interests of investment advisory
clients such as the Portfolios.  Among other things,  the Code of Ethics,  which
generally  complies  with  standards   recommended  by  the  Investment  Company
Institute's  Advisory Group on Personal  Investing,  prohibits  certain types of
transactions  absent prior approval,  imposes time periods during which personal
transactions may not be made in certain securities,  and requires the submission
of  duplicate  broker   confirmations   and  monthly   reporting  of  securities
transactions.  Additional  restrictions  apply to portfolio  managers,  traders,
research  analysts  and others  involved  in the  investment  advisory  process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.

                                       23
<PAGE>

<TABLE>
<CAPTION>
                              TRUSTEES AND OFFICERS

                                                                                                     Position with
                                                                                                     Underwriter,
                                           Position                                                  Kemper
Name, Age and Address                      With Trust             Principal Occupation**             Distributors, Inc.
- ---------------------                      ----------             ----------------------             ------------------

<S>                                        <C>                    <C>                                <C>

Kathryn L. Quirk*# (46)                    Chairperson of the     Managing Director of Scudder       Director, Secretary,
                                           Board, Trustee,        Kemper Investments, Inc.           Chief Legal Officer
                                           Vice President and                                        & Vice President
                                           Assistant Secretary


Paul Secord## (52)                         President              Senior Vice President, Farmers     --
                                                                  Group, Inc.

Dr. Rosita P. Chang (44)                   Trustee                Professor of Finance, University   --
PACAP Research Center                                             of Rhode Island
College of Business Administration
University of Rhode Island
7 Lippitt Rd.
Kingston, RI 02881-0802

Edgar R. Fiedler*@ (69)                    Trustee                Senior Fellow and Economic         --
50023 Brogden                                                     Counsellor, The Conference
Chapel Hill, NC 27514                                             Board, Inc.

Dr. J. D. Hammond@ (65)                    Trustee                Dean, Smeal College of             --
801 Business Administration Building                              Business Administration,
Pennsylvania State University                                     Pennsylvania State University
University Park, PA 16801

Richard M. Hunt@ (72)                      Trustee                University Marshal and Senior      --
University Marshal's Office                                       Lecturer, Harvard University
Wadsworth House
1341 Massachusetts Avenue
Harvard University
Cambridge, MA 02138


Philip S. Fortuna### (41)                  Vice President         Managing Director of Scudder       --
                                                                  Kemper Investments, Inc.


Ann M. McCreary# (42)                      Vice President         Managing Director of Scudder       --
                                                                  Kemper Investments, Inc.


John Millette+ (37)                        Vice President and     Assistant Vice President of        --
                                           Secretary              Scudder Kemper Investments, Inc.
                                                                  since September 1994; previously
                                                                  employed by the law firm Kaye,
                                                                  Scholer, Fierman, Hays & Handler

John R. Hebble+ (41)                       Treasurer              Senior Vice President of Scudder   --
                                                                  Kemper Investments, Inc.


                                       24
<PAGE>
                                                                                                     Position with
                                                                                                     Underwriter,
                                           Position                                                  Kemper
Name, Age and Address                      With Trust             Principal Occupation**             Distributors, Inc.
- ---------------------                      ----------             ----------------------             ------------------

Caroline Pearson+ (37)                     Assistant Secretary    Senior Vice President of           --
                                                                  Scudder Kemper Investments,
                                                                  Inc.; Associate, Dechert Price &
                                                                  Rhoads (law firm) 1989 - 1997


Elizabeth C. Werth% (52)                   Assistant Secretary    Vice President of Scudder          Vice President
                                                                  Kemper Investments, Inc.
</TABLE>

*    Trustee  considered  by the  Trust  and its  counsel  to be an  "interested
     person"  (as  defined  in the 1940 Act) of the  Trust or of its  investment
     manager because of their employment by the Investment  Manager and, in some
     cases,  holding  offices with the Trust.  Although Mr. Fiedler is currently
     not an "interested  person," he may be deemed to be so in the future by the
     Commission  because of his prior  service as a director of Zurich  American
     Insurance  Company,  a subsidiary of Zurich. Mr. Fiedler resigned from that
     position in July 1997 and has had no further affiliation with Zurich or any
     of its subsidiaries since that date.
**   Unless  otherwise  stated,  all officers and Trustees have been  associated
     with  their  respective  companies  for  more  than  five  years,  but  not
     necessarily in the same capacity.
@    Messrs.  Fiedler and Hunt,  and Dr.  Hammond  are members of the  Executive
     Committee which may exercise  substantially  all of the powers of the Board
     of Trustees when it is not in session.
#    Address:  345 Park Avenue, New York, New York
+    Address:  Two International Place, Boston, Massachusetts
##   Address:  4680 Wilshire Boulevard, Los Angeles, California
%    Address:  222 South Riverside Plaza, Chicago, Illinois
###  Address:  101 California Street, Suite 4100, San Francisco, California

         On  July  31,  1999,  all  Trustees  and  officers  as  a  group  owned
beneficially  (as that term is defined  under  Section  13(d) of the  Securities
Exchange Act) less than 1% of the shares of each  Portfolio  outstanding on such
date.

         To the best of the Trust's  knowledge,  as of July 31, 1999,  no person
owned beneficially more than 5% of any Portfolio's outstanding shares.

                                  REMUNERATION

Responsibilities of the Board -- Board and Committee Meetings

         The Board of Trustees is responsible for the general  oversight of each
Portfolio's  business. A majority of the Board's members are not affiliated with
the  Adviser.  These  "Independent  Trustees"  have primary  responsibility  for
assuring  that  each   Portfolio  is  managed  in  the  best  interests  of  its
shareholders.

         The Board of Trustees meets at least quarterly to review the investment
performance of each Portfolio and other operational matters,  including policies
and  procedures   designated  to  assure  compliance  with  various   regulatory
requirements.  At least annually,  the Independent Trustees review the fees paid
to the Adviser and its  affiliates for  investment  advisory  services and other
administrative and shareholder  services.  In this regard, they evaluate,  among
other  things,  each  Portfolio's  investment   performance,   the  quality  and
efficiency of the various other services provided, costs incurred by the Adviser
and its affiliates,  and comparative  information regarding fees and expenses of
competitive  funds.  They  are  assisted  in  this  process  by the  Portfolios'
independent  public accountants and by independent legal counsel selected by the
Independent Trustees.

         All of the  Independent  Trustees serve on the Committee on Independent
Trustees,  which  nominates  Independent  Trustees and  considers  other related
matters,  and the Audit Committee,  which selects each  Portfolio's  independent
public accountants and reviews accounting policies and controls.

                                       25
<PAGE>

Compensation of Officers and Trustees

         The Independent  Trustees will receive the following  compensation from
each Portfolio of Farmers Investment Trust: an annual trustee's fee of $2,000; a
fee of $200 for attendance at each board meeting,  audit committee  meeting,  or
other  meeting held for the  purposes of  considering  arrangements  between the
Trust on behalf of each Fund and the Adviser or any  affiliate  of the  Adviser;
$100 for all other committee meetings and reimbursement of expenses incurred for
travel to and from Board Meetings.  No additional  compensation  will be paid to
any  Independent  Trustee for travel time to meetings,  attendance  at trustees'
educational  seminars  or  conferences,   service  on  industry  or  association
committees,  participation  as speakers at trustees'  conferences  or service on
special  trustee  task  forces or  subcommittees.  Independent  Trustees  do not
receive any employee  benefits such as pension or retirement  benefits or health
insurance.  Notwithstanding  the schedule of fees, the Independent  Trustees may
defer or waive a portion of their compensation or other activities.

         The  Independent  Trustees  also serve in the same  capacity  for other
funds managed by the Adviser.  These funds differ broadly in type and complexity
and in some  cases have  substantially  different  Trustee  fee  schedules.  The
following table shows the aggregate  compensation  received by each  Independent
Trustee during 1998 from the Trust and from all of Scudder funds as a group.


<TABLE>
<CAPTION>
                                                                               All Funds Advised by Scudder Kemper
                                                                               -----------------------------------
                                   Farmers Investment Trust^(1)(2)                      Investments, Inc.^(3)
                                   ------------------------------                      --------------------

                                       Paid by            Paid by            Paid by                Paid by
Name                                  the Trust         the Adviser         the Funds             the Adviser
- ----                                  ---------         -----------         ---------             -----------

<S>                                       <C>                <C>             <C>               <C>
Dr. Rosita P. Chang, Trustee              $0                 $0              $46,750             $0 (26 funds)

Edgar R. Fiedler, Trustee                 $0                 $0              $59,855           $2,625 (34 funds)

Dr. J.D. Hammond, Trustee                 $0                 $0              $50,430             $0 (27 funds)

Richard Hunt, Trustee                     $0                 $0              $50,930             $0 (22 funds)
</TABLE>


^(1)     The Portfolios commenced operations on March 9, 1999.

^(2)     Farmers Investment Trust consists of five Portfolios: Income Portfolio,
         Income with Growth Portfolio,  Balanced  Portfolio,  Growth with Income
         Portfolio, and Growth Portfolio.
^(3)     The  Adviser  paid  the  compensation  to  the  Trustees  for  meetings
         associated with the Adviser's  alliance with Zurich Insurance  Company.
         See "Investment Adviser" for additional information.

         Members of the Board of Trustees  who are  employees  of the Adviser or
its affiliates receive no direct compensation from the Trust,  although they are
compensated as employees of the Adviser, or its affiliates, as a result of which
they may be deemed to participate in fees paid by each Portfolio.

                              PRINCIPAL UNDERWRITER


         Pursuant to a separate shareholder services and distribution  agreement
("distribution  agreement"),   Kemper  Distributors,  Inc.  ("KDI"),  222  South
Riverside Plaza, Chicago,  Illinois,  60606, an affiliate of the Adviser, serves
as principal  underwriter  and  distributor for the shares of each Portfolio and
acts as agent of each  Portfolio in the continuous  offering of its shares.  KDI
bears all its  expenses  of  providing  services  pursuant  to the  distribution
agreement,   including  the  payment  of  any  commissions.  KDI,  as  principal
underwriter,  pays for the printing and  distribution  of copies thereof used in
connection with the offering of shares to prospective  investors.  KDI also pays
for supplementary sales literature and advertising costs. KDI provides execution
services for the  Portfolios  in  connection  with the  Portfolios'  purchase of
Underlying Fund shares and will receive compensation of up to 1% of the purchase
price of such shares  from the  Underlying  Funds'  underwriters  in  connection
therewith.  In providing execution services, KDI will (a) accept orders from the
Adviser to purchase  Underlying Fund shares for the  Portfolios;  (b) place such
orders with the Underlying Fund's underwriter;  (c) confirm the trade, price and
number of  Underlying  Fund shares  purchased  by a  Portfolio  pursuant to such
orders;  and (d) assure prompt payment by a Portfolio to the Underlying Fund and
proper completion of such orders.

                                       26
<PAGE>

Shareholder  services  and  distribution  plan.  Each  Portfolio  has  adopted a
shareholder  services and distribution  plan under Rule 12b-1 (the "Plan") under
the 1940 Act. Rule 12b-1  regulates  the manner in which an  investment  company
may, directly or indirectly,  bear the expenses of distributing its shares.  The
Plan  provides  for fees payable as an expense of the Class A and Class B shares
that are used by KDI to pay for distribution and services for those classes. The
fee is payable  monthly  by a  Portfolio  to KDI at an annual  rate of 0.25% and
1.00% of average daily net assets attributable to the Class A and Class B shares
of the Portfolio,  respectively. KDI may pay a portion of this fee to compensate
selling  firms for sales of Class B shares.  KDI  compensates  selling firms for
sales of Class B shares at the time of sale at a commission rate of 2.93% of the
amount of Class B shares  sold.  Because  12b-1  fees are paid out of  Portfolio
assets  on an  ongoing  basis,  they  will,  over  time,  increase  the  cost of
investment  and may cost  more  than  other  types of sales  charges.  Long-term
shareholders  may pay more than the economic  equivalent of the maximum  initial
sales  charges  permitted by the National  Association  of  Securities  Dealers,
although  KDI  believes  that it is  unlikely,  in the case of  Class B  shares,
because of the automatic conversion feature of those shares.


         KDI may engage  other  firms to  provide  information  and  shareholder
services  for  shareholders  of each  Portfolio.  KDI may pay each  such  firm a
service  fee at an annual  rate of up to 0.25% of net  assets of the Class A and
Class B shares  maintained and serviced by the firm. Firms to which service fees
may be paid include broker-dealers affiliated with KDI.

         If the Plan is terminated in accordance with its terms,  the obligation
of a Portfolio  to make  payments to KDI pursuant to the Plan will cease and the
Portfolio will not be required to make any payments past the  termination  date.
Thus,  there  is no  legal  obligation  for the  Portfolio  to pay any  expenses
incurred  by KDI in excess of its fees under a Plan,  if for any reason the Plan
is terminated in accordance with its terms.  Future fees under a Plan may or may
not be sufficient to reimburse KDI for its expenses incurred.

         Each distribution  agreement and the Plan continues in effect from year
to year so long as such continuance is approved for each class at least annually
by a vote of the Board of Trustees of the Trust,  including the Trustees who are
not interested persons of the Trust and who have no direct or indirect financial
interest in the agreement.  Each agreement automatically terminates in the event
of its assignment and may be terminated for a class at any time without  penalty
by a Portfolio or by KDI upon 60 days' notice.  Termination  by a Portfolio with
respect to a class may be by vote of a majority of the Board of  Trustees,  or a
majority of the  Trustees  who are not  interested  persons of the Trust and who
have no direct or indirect financial  interest in the agreement,  or a "majority
of the outstanding voting securities" of the class of the Portfolio,  as defined
under the 1940 Act. The agreement may not be amended for a class to increase the
fee to be paid by a Portfolio  with respect to such class without  approval by a
majority of the outstanding voting securities of such class of the Portfolio and
all material  amendments  must in any event be approved by the Board of Trustees
in the manner described above with respect to the continuation of the agreement.
The provisions  concerning the  continuation,  amendment and  termination of the
distribution  agreement  are on a  Portfolio  by  Portfolio  basis  and for each
Portfolio on a class by class basis.


         KDI also  receives any  contingent  deferred  sales charges for Class B
shares.  See  "Redemption  or Repurchase of  Shares--Contingent  Deferred  Sales
Charge--Class  B Shares."  For the period  ended  April 30,  1999,  there was no
contingent  deferred  sales  charges  incurred by Class B  shareholders  of each
Portfolio payable to KDI and the distribution fees were as follows:


         Portfolio                                 Fee incurred by the Portfolio

         Income                                                  $53
         Income with Growth                                       54
         Balanced                                                 58
         Growth with Income                                       55
         Growth                                                   55


                              SHAREHOLDER SERVICES

         Shareholder services are provided to each Portfolio under a shareholder
services agreement  ("shareholder  services  agreement") with KDI. KDI bears all
expenses of providing  services pursuant to the shareholder  services  agreement
between KDI and each Portfolio, including the payment of service fees.

         KDI may enter into  related  arrangements  with  various  broker-dealer
firms and other service or administrative firms ("firms"), that provide services
and  facilities  for  their  customers  or  clients  who  are  investors  in the
Portfolios.  The  firms  provide  such  office  space and  equipment,  telephone
facilities and personnel as is necessary or beneficial for providing information
and services to their clients. Such services and assistance may include, but are
not limited to,

                                       27
<PAGE>

establishing  and  maintaining  accounts  and records,  processing  purchase and
redemption  transactions,  account  designations  and  addresses  and such other
shareholder  services as may be agreed upon from time to time and  permitted  by
applicable statute, rule or regulation.  With respect to Class A shares, KDI may
pay each such firm a service fee, normally payable quarterly,  at an annual rate
of up to 0.25% of the net assets in the  Portfolios'  accounts that it maintains
and services  attributable  to Class A shares,  commencing  with the month after
investment.  With  respect  to Class B  shares,  KDI may  advance  to firms  the
first-year  service fee at a rate of up to 0.25% of the  purchase  price of such
shares.  For periods after the first year, KDI currently  intends to pay firms a
service  fee at a rate of up to 0.25%  (calculated  monthly  and  normally  paid
quarterly)  of the net  assets  attributable  to Class B shares  maintained  and
serviced by the firm.  After the first year,  a firm  becomes  eligible  for the
quarterly  service  fee and  the  fee  continues  until  terminated  by KDI or a
Portfolio. Firms to which service fees may be paid include affiliates of KDI.


         During the period ended April 30,  1999,  such fees paid to KDI were as
follows:


         Portfolio                                 Fee incurred by the Portfolio

         Income                                                 $46
         Income with Growth                                      36
         Balanced                                                38
         Growth with Income                                      45
         Growth                                                  40


         KDI also may  provide  some of the above  services  and may  retain any
portion of the fee under the shareholder services agreement not paid to firms to
compensate  itself  for  shareholder   services  functions   performed  for  the
Portfolios. Currently, the shareholder services fee payable to KDI is based only
upon Portfolio assets in accounts for which a firm provides shareholder services
and it is intended  that KDI will pay all the  shareholder  services fee that it
receives  from a Portfolio to firms in the form of service  fees.  The effective
shareholder  services  fee rate to be charged  against all assets of a Portfolio
while  this  procedure  is in  effect  will  depend  upon  the  proportion  of a
Portfolio's  assets  that is in  accounts  for which a firm of  record  provides
shareholder services.


         Certain Board members or officers of the  Portfolios are also directors
or officers of Scudder Kemper Investments, Inc. and Kemper Distributors, Inc. as
indicated under "Trustees and Officers."


             CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT

         State  Street Bank and Trust  Company,  225  Franklin  Street,  Boston,
Massachusetts  02110,  as custodian,  has custody of all  securities and cash of
each  Portfolio.  It attends to the  collection  or  principal  and income,  and
payment for and  collection  of proceeds of  securities  bought and sold by each
Portfolio.  Pursuant to a services  agreement  with State  Street Bank and Trust
Company,  Kemper  Service  Company,  an  affiliate  of the  Adviser,  serves  as
"Shareholder Service Agent" of each Portfolio,  and as such, performs all of the
duties as transfer agent and dividend paying agent.  State Street Bank and Trust
Company receives as transfer agent,  and pays to Kemper Service Company,  annual
account fees of $10.00  ($18.00 for  retirement  accounts)  plus set up charges,
annual fees  associated  with the  contingent  deferred  sales charges  (Class B
only), an asset-based fee of 0.08% and out-of-pocket reimbursement.

                              FUND ACCOUNTING AGENT


         Scudder Fund Accounting  Corporation ("SFAC"), Two International Place,
Boston,  Massachusetts  02110-4103,  a subsidiary of the Adviser, is responsible
for  determining  the  daily net asset  value  per share of the  Portfolios  and
maintaining all account records thereto. Currently, SFAC receives no fee for its
services to the Portfolios;  however, subject to Board approval, at some time in
the future, SFAC may seek payment for its services under this agreement.


                                      TAXES


Taxation of the Portfolios and  their Shareholders


         Each Portfolio  intends to qualify annually and elects to be treated as
a regulated  investment  company under Subchapter M of the Internal Revenue Code
(the "Code"). As a regulated  investment company,  each Portfolio is required to
distribute to its  shareholders  at least 90 percent of its  investment  company
taxable  income  (including  net  short-term  capital gain) and generally is not
subject to federal  income tax to the extent that it  distributes  annually  its
investment  company taxable income and net realized  capital gains in the manner
required under the Code.

                                       28
<PAGE>

         Each Portfolio is subject to a 4%  nondeductible  excise tax on amounts
required  to be but not  distributed  under a  prescribed  formula.  The formula
requires  payment  to  shareholders  during  a  calendar  year of  distributions
representing at least 98% of each  Portfolio's  ordinary income for the calendar
year,  at least 98% of the  excess of its  capital  gains  over  capital  losses
(adjusted  for certain  ordinary  losses)  realized  during the one-year  period
ending  October 31 during such year,  and all ordinary  income and capital gains
for prior years that were not previously distributed.

         Investment  company  taxable income  generally is made up of dividends,
interest and net  short-term  capital gains in excess of net  long-term  capital
losses, less expenses. Net realized capital gains for a fiscal year are computed
by taking into account any capital loss carryforward of a Portfolio.  Presently,
each Portfolio has no capital loss carryforwards.

         If any net realized  long-term  capital gains in excess of net realized
short-term  capital  losses  are  retained  by  a  Portfolio  for  reinvestment,
requiring  federal  income  taxes  to be  paid  thereon  by the  Portfolio,  the
Portfolio  intends  to  elect  to  treat  such  capital  gains  as  having  been
distributed to  shareholders.  As a result,  each  shareholder  will report such
capital gains as long-term  capital gains, will be able to claim a proportionate
share of federal  income  taxes paid by the  Portfolio on such gains as a credit
against the shareholder's federal income tax liability,  and will be entitled to
increase  the adjusted tax basis of the  shareholder's  Portfolio  shares by the
difference  between  the  shareholder's  pro rata  share of such  gains  and the
shareholder's tax credit.  If a Portfolio makes such an election,  it may not be
treated as having met the excise tax distribution requirement.

         Distributions  of  investment  company  taxable  income are  taxable to
shareholders as ordinary income.

         To the extent that an Underlying  Fund derives  dividends from domestic
corporations, a portion of the income distributions of a Portfolio which invests
in that Fund may be eligible for the 70%  deduction  for  dividends  received by
corporations. Shareholders will be informed of the portion of dividends which so
qualify.  The  dividends-received  deduction is reduced to the extent the shares
held by  Underlying  Fund with respect to which the  dividends  are received are
treated as  debt-financed  under  federal  income tax law and is  eliminated  if
either those shares or the shares of the  Underlying  Fund or the  Portfolio are
deemed  to  have  been  held  by  the  Underlying  Fund,  the  Portfolio  or the
shareholders, as the case may be, for less than 46 days during the 90-day period
beginning 45 days before the shares become ex-dividend.

         Income  received by an  Underlying  Fund from sources  within a foreign
country may be subject to  withholding  and other taxes imposed by that country.
If more than 50% of the value of an Underlying  Fund's total assets at the close
of its taxable year consists of stock or securities of foreign corporations, the
Underlying  Fund  will  be  eligible  and may  elect  to  "pass-through"  to its
shareholders,  including  a  Portfolio,  the amount of such  foreign  income and
similar  taxes paid by the  Underlying  Fund.  Pursuant  to this  election,  the
Portfolio  would be required to include in gross  income (in addition to taxable
dividends actually  received),  its pro rata share of foreign income and similar
taxes and to deduct such amount in computing its taxable  income or to use it as
a  foreign  tax  credit  against  its U.S.  federal  income  taxes,  subject  to
limitations.   A  Portfolio,  would  not,  however,  be  eligible  to  elect  to
"pass-through"  to its  shareholders  the ability to claim a deduction or credit
with respect to foreign income and similar taxes paid by the Underlying Fund.

         Properly  designated  distributions  of the  excess  of  net  long-term
capital gain over net  short-term  capital loss are taxable to  shareholders  as
long-term  capital  gains,  regardless  of the  length  of time the  shares of a
Portfolio  have  been  held by such  shareholders.  Such  distributions  are not
eligible  for the  dividends-received  deduction.  Any  loss  realized  upon the
redemption of shares held at the time of redemption  for six months or less will
be treated as a long-term  capital loss to the extent of any amounts  treated as
distributions of long-term capital gain during such six-month period.

         Distributions  of investment  company  taxable  income and net realized
capital gains will be taxable as described above,  whether received in shares or
in  cash.  Shareholders  electing  to  receive  distributions  in  the  form  of
additional shares will have a cost basis for federal income tax purposes in each
share so received  equal to the net asset  value of a share on the  reinvestment
date.

         All distributions of investment company taxable income and net realized
capital gain,  whether  received in shares or in cash,  must be reported by each
shareholder  on his or her  federal  income tax  return.  Dividends  declared in
October,  November or December with a record date in such a month will be deemed
to have been received by  shareholders on December 31, if paid during January of
the following  year.  Redemptions of shares,  including  exchanges for shares of
another Farmers Mutual Fund Portfolio,  may result in tax consequences  (gain or
loss) to the shareholder and are also subject to these reporting requirements.

                                       29
<PAGE>

         A qualifying individual may make a deductible IRA contribution of up to
$2,000 or, if less, the amount of the individual's earned income for any taxable
year only if (i) neither the  individual  nor his or her spouse  (unless  filing
separate returns) is an active participant in an employer's  retirement plan, or
(ii) the individual (and his or her spouse, if applicable) has an adjusted gross
income below a certain  level  ($40,050 for married  individuals  filing a joint
return,  with a phase-out of the  deduction  for adjusted  gross income  between
$40,050 and  $50,000;  $25,050  for a single  individual,  with a phase-out  for
adjusted gross income between $25,050 and $35,000).  However,  an individual not
permitted to make a deductible  contribution to an IRA for any such taxable year
may nonetheless make  nondeductible  contributions up to $2,000 to an IRA (up to
$2,000 per individual for married  couples if only one spouse has earned income)
for that year. There are special rules for determining how withdrawals are to be
taxed if an IRA contains both deductible and nondeductible  amounts. In general,
a  proportionate  amount  of each  withdrawal  will be  deemed  to be made  from
nondeductible  contributions;  amounts  treated  as a  return  of  nondeductible
contributions will not be taxable.  Also, annual  contributions may be made to a
spousal IRA even if the spouse has earnings in a given year if the spouse elects
to be treated as having no  earnings  (for IRA  contribution  purposes)  for the
year.

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

         Upon a redemption, sale or exchange of his or her shares, a shareholder
will  realize  a  taxable  gain or loss  depending  upon his or her basis in the
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are  capital  assets  in the  shareholder's  hands  and  will  be  long-term  or
short-term,  generally,  depending upon the shareholder's holding period for the
shares.  Any loss realized on a redemption,  sale or exchange will be disallowed
to  the  extent  the  shares  disposed  of  are  replaced   (including   through
reinvestment  of dividends)  within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed  of. In such a case,  the basis
of the shares acquired will be adjusted to the reflect the disallowed  loss. Any
loss  realized  by a  shareholder  on the sale of  Portfolio  shares held by the
shareholder  for six months or less will be treated as a long-term  capital loss
to the extent of any  distributions  of net capital gains received or treated as
having been received by the shareholder with respect to such shares.

         In some cases, shareholders will not be permitted to take sales charges
into account for purposes of determining  the amount of gain or loss realized on
the disposition of their Portfolio  shares.  This prohibition  generally applies
where  (1) the  shareholder  incurs a sales  charge  in  acquiring  shares  of a
Portfolio,  (2) the shares are disposed of before the 91st day after the date on
which they were  acquired,  and (3) the  shareholder  subsequently  acquires the
shares of the same or  another  Portfolio  and the  otherwise  applicable  sales
charge  is  reduced  under a  "reinvestment  right"  received  upon the  initial
purchase of regulated  investment company shares. The term "reinvestment  right"
means any right to acquire stock of one or more  Portfolios  without the payment
of a sales charge or with the payment of a reduced sales  charge.  Sales charges
affected by this rule are treated as if they were  incurred  with respect to the
shares acquired under the reinvestment  right.  This provision may be applied to
successive acquisitions of Portfolio shares.

         Each  Portfolio  will be  required  to report to the  Internal  Revenue
Service  ("IRS") all  distributions  of investment  company  taxable  income and
capital  gains as well as gross  proceeds  from the  redemption  or  exchange of
Portfolio shares,  except in the case of certain exempt shareholders.  Under the
backup  withholding  provisions  of Section 3406 of the Code,  distributions  of
investment  company  taxable  income and  capital  gains and  proceeds  from the
redemption  or exchange of the shares of a regulated  investment  company may be
subject to  withholding  of federal income tax at the rate of 31% in the case of
non-exempt  shareholders  who fail to furnish the investment  company with their
taxpayer identification numbers and with required certifications regarding their
status under the federal income tax law.  Withholding  may also be required if a
Portfolio  is notified by the IRS or a broker that the  taxpayer  identification
number  furnished by the  shareholder is incorrect or that the  shareholder  has
previously  failed to report  interest or dividend  income.  If the  withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in additional shares, will be reduced by the amounts required
to be withheld.

         Shareholders  of a Portfolio may be subject to state and local taxes on
distributions  received from the Portfolio and on redemptions of the Portfolio's
shares.

         The foregoing  discussion of U.S. federal income tax law relates solely
to the  application  of that  law to  U.S.  persons,  i.e.,  U.S.  citizens  and
residents  and  U.S.  corporations,   partnerships,  trusts  and  estates.  Each
shareholder  who is

                                       30
<PAGE>

not a U.S.  person  should  consider  the U.S. and foreign tax  consequences  of
ownership  of shares  of a  Portfolio,  including  the  possibility  that such a
shareholder  may be subject to a U.S.  withholding tax at a rate of 30% (or at a
lower  rate under an  applicable  income  tax  treaty)  on amounts  constituting
ordinary income received by him or her, where such amounts are treated as income
from U.S. sources under the Code.

Taxation of the Underlying Funds

         Each  Underlying  Fund  intends  to qualify  annually  and elects to be
treated as a regulated investment company under Subchapter M of the Code. In any
year in which an Underlying Fund qualifies as a regulated investment company and
timely  distributes all of its taxable  income,  the Fund generally will not pay
any federal income or excise tax.

         Distributions of an Underlying Fund's investment company taxable income
are  taxable  as  ordinary  income to a  Portfolio  which  invests  in the Fund.
Distributions of the excess of an Underlying  Fund's net long-term  capital gain
over its net short-term capital loss, which are properly  designated as "capital
gain  dividends,"  are taxable as long-term  capital  gain to a Portfolio  which
invests  in the  Fund,  regardless  of how long the  Portfolio  held the  Fund's
shares,  and are not eligible for the  corporate  dividends-received  deduction.
Upon the sale or other  disposition  by a Portfolio  of shares of an  Underlying
Fund, the Portfolio  generally will realize a capital gain or loss which will be
long-term or short-term, generally depending upon the Portfolio's holding period
for the shares.

         Shareholders should consult their tax advisers about the application of
the provisions of tax law described in this statement of additional  information
in light of their particular tax situations.

                             PORTFOLIO TRANSACTIONS

Portfolio Turnover

         Each Portfolio's average annual portfolio turnover rate is the ratio of
the lesser of sales or purchases to the monthly  average  value of the portfolio
securities  owned during the year,  excluding all securities  with maturities or
expiration  dates at the time of acquisition of one year or less.  Purchases and
sales are made for each Portfolio whenever necessary,  in management's  opinion,
to meet that Portfolio's objective.

         The  payment of a  Portfolio's  expenses  is subject to the  investment
management  agreements and certain  provisions  mentioned in the Agreements with
the Adviser.

         The table below sets forth the average annual  portfolio  turnover rate
for each of the affiliated Underlying Funds' most recent fiscal period:

Affiliated Underlying Fund                           Portfolio Turnover Rate^(1)
- --------------------------                           ---------------------------

Zurich Money Market Fund                                        n/a^(2)
Kemper High Yield Fund                                          92.0%
Kemper U.S. Government Securities Fund                         150.0%
Scudder Income Fund                                             61.9%
Kemper-Dreman High Return Equity Fund                            5.0%
Scudder Growth and Income Fund                                  22.2%
Scudder International Fund                                      55.7%
Scudder Small Company Value Fund                                22.6%

- ------------------------------
^(1) As of each  affiliated  Underlying  Fund's  most  recent  fiscal  reporting
     period.
^(2) Zurich Money Market Fund is a money market fund.

                                 NET ASSET VALUE

         The net asset  value per  share of each  Portfolio  is the value of one
share and is determined  separately  for each class by dividing the value of the
Portfolio's  net  assets  attributable  to that class by the number of shares of
that class  outstanding.  The per share net asset value of the Class B shares of
each  Portfolio  will generally be lower than that of the Class A shares of that
Portfolio  because of the higher  expenses borne by the Class B shares.  The net
asset value of shares of each  Portfolio  is computed as of the close of regular
trading  on the  Exchange  on each day the  Exchange  is open for

                                       31
<PAGE>

trading.  The Exchange is scheduled to be closed on the following holidays:  New
Year's Day, Dr.  Martin  Luther King,  Jr. Day,  Presidents'  Day,  Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

         The net asset value of each  Underlying  Fund is determined  based upon
the nature of the  securities  as set forth in the  prospectus  and statement of
additional  information of such Underlying Fund.  Shares of each Underlying Fund
in which a  Portfolio  may invest are valued at the net asset value per share of
each  Underlying Fund as of the close of regular trading on the Exchange on each
day the  Exchange  is open for  trading.  The net  asset  value per share of the
Underlying  Funds  will  be  calculated  and  reported  to a  Portfolio  by each
Underlying  Fund's  accounting  agent.  Short-term  securities  with a remaining
maturity of sixty days or less are valued by the amortized cost method.

         If, in the opinion of a Portfolio's Valuation Committee, the value of a
portfolio  asset as  determined  in accordance  with these  procedures  does not
represent  the  fair  market  value of the  portfolio  asset,  the  value of the
portfolio  asset is taken to be an amount which, in the opinion of the Valuation
Committee,   represents  fair  market  value  on  the  basis  of  all  available
information.  The  value  of  other  portfolio  holdings  owned  by a  Portfolio
determined in a manner which, in the discretion of the Valuation  Committee most
fairly reflects fair market value of the property on the valuation date.

                             ADDITIONAL INFORMATION

Experts


         The  Financial  Statements  of the  Portfolios  in  this  Statement  of
Additional  Information  have been so  included  in  reliance  on the  report of
PricewaterhouseCoopers  LLP, 160 Federal Street,  Boston,  Massachusetts  02110,
independent  accountants,  and given on the authority of that firm as experts in
accounting  and  auditing.   PricewaterhouseCoopers   LLP  is  responsible   for
performing annual audits of the financial statements and financial highlights of
each Portfolio in accordance with generally accepted auditing standards, and the
preparation of federal tax returns.


Shareholder Indemnification

         The  Trust  is  an  organization  of  the  type  commonly  known  as  a
Massachusetts  business trust. Under  Massachusetts law,  shareholders of such a
trust may, under certain  circumstances,  be held personally  liable as partners
for the  obligations of the Trust.  The Declaration of Trust contains an express
disclaimer of shareholder  liability in connection with the Portfolios' property
or the acts,  obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Portfolios'  property of any shareholder
held personally  liable for the claims and  liabilities  which a shareholder may
become subject by reason of being or having been a  shareholder.  Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which a Portfolio itself would be unable to meet its
obligations.

Other Information

         Many of the  investment  changes in a Portfolio  will be made at prices
different  from those  prevailing at the time they may be reflected in a regular
report  to  shareholders  of the  Portfolio.  These  transactions  will  reflect
investment  decisions made by the Adviser in light of the objective and policies
of the Portfolio, and other factors such as its other portfolio holdings and tax
considerations,  and should not be  construed  as  recommendations  for  similar
action by other investors.

         The name Farmers  Investment  Trust is the  designation of the Trustees
for the time being under a  Declaration  of Trust dated  October  26,  1998,  as
amended from time to time,  and all persons  dealing with a Portfolio  must look
solely to the  property  of the  Portfolio  for the  enforcement  of any  claims
against the Portfolio as neither the Trustees,  officers, agents or shareholders
assume any  personal  liability  for  obligations  entered into on behalf of the
Portfolio.  No series of the Trust  shall be liable for the  obligations  of any
other series.  Upon the initial purchase of shares, the shareholder agrees to be
bound by the Trust's  Declaration  of Trust,  as amended from time to time.  The
Declaration of Trust is on file at the Massachusetts Secretary of State's Office
in Boston, Massachusetts.

         The CUSIP number of Income Portfolio Class A shares is 309622-10-8.

         The CUSIP number of Income Portfolio Class B shares is 309622-20-7.

                                       32
<PAGE>

         The CUSIP  number of Income  with  Growth  Portfolio  Class A shares is
309622-30-6.

         The CUSIP  number of Income  with  Growth  Portfolio  Class B shares is
309622-40-5.

         The CUSIP number of Balanced Portfolio Class A shares is 309622-50-4.

         The CUSIP number of Balanced Portfolio Class B shares is 309622-60-3.

         The CUSIP  number of Growth  with  Income  Portfolio  Class A shares is
309622-87-6.

         The CUSIP  number of Growth  with  Income  Portfolio  Class B shares is
309622-88-4.

         The CUSIP number of Growth Portfolio Class A shares is 309622-70-2.

         The CUSIP number of Growth Portfolio Class B shares is 309622-80-1.

         Each Portfolio has a fiscal year end of April 30.

         The firm of Dechert Price & Rhoads is counsel to the Trust.

         The  Portfolios,  or  the  Adviser  (including  any  affiliate  of  the
Adviser),   or  both,   may  pay   unaffiliated   third  parties  for  providing
recordkeeping  and other  administrative  services  with  respect to accounts of
participants in retirement plans or other beneficial owners of Fund shares whose
interests are held in an omnibus account.

         The Portfolios' prospectus and this Statement of Additional Information
omit certain information contained in the Registration Statement which the Trust
has filed with the SEC under the  Securities Act of 1933 and reference is hereby
made to the Registration  Statement for further  information with respect to the
Portfolios and the securities  offered hereby.  This Registration  Statement and
its  amendments  are  available  for  inspection  by the  public  at the  SEC in
Washington, D.C.

                              FINANCIAL STATEMENTS


         The financial statements,  including the investment portfolio,  of each
Portfolio  together  with  the  Report  of  Independent  Accountants,  Financial
Highlights  and notes to  financial  statements  in the  Annual  Reports  to the
Shareholders of the Portfolios dated April 30, 1999, are incorporated  herein by
reference  and are hereby  deemed to be a part of this  Statement of  Additional
Information.


                                       33
<PAGE>


                                    GLOSSARY


         Descriptions   in  this  Statement  of  Additional   Information  of  a
particular  investment  practice or technique in which an affiliated  Underlying
Fund may engage (such as short selling, hedging, etc.) or a financial instrument
which an Underlying Fund may purchase (such as options, forward foreign currency
contracts,  etc.) are meant to describe  the  spectrum of  investments  that the
Adviser,  in its discretion,  might,  but is not required to, use in managing an
Underlying Fund's portfolio assets.  The Adviser may, in its discretion,  at any
time employ such practice,  technique or instrument  for one or more  Underlying
Funds  but  not for all  Underlying  Funds  advised  by it.  Furthermore,  it is
possible that certain types of financial  instruments  or investment  techniques
described  herein may not be available,  permissible,  economically  feasible or
effective  for  their  intended  purposes  in all  markets.  Certain  practices,
techniques, or instruments may not be principal activities of an Underlying Fund
but, to the extent  employed,  could from time to time have a material impact on
an Underlying Fund's performance.

         Prospective   investors   should   consider  that  certain   affiliated
Underlying Funds may engage in the following investment practices:

Common  stocks.  Under normal  circumstances,  certain  Underlying  Funds invest
primarily  in common  stocks.  Common stock is issued by companies to raise cash
for business  purposes and  represents a  proportionate  interest in the issuing
companies.  Therefore,  an  Underlying  Fund may  participate  in the success or
failure of any  company  in which it holds  stock.  The market  values of common
stock can fluctuate  significantly,  reflecting the business  performance of the
issuing  company,  investor  perception and general economic or financial market
movements.  Smaller companies are especially  sensitive to these factors and may
even become  valueless.  Despite the risk of price volatility,  however,  common
stocks also offer the a greater  potential for gain on  investment,  compared to
other classes of financial assets such as bonds or cash equivalents.

Convertible  Securities.  Certain  Underlying  Funds may  invest in  convertible
securities;  that is,  bonds,  notes,  debentures,  preferred  stocks  and other
securities which are convertible  into common stock.  Investments in convertible
securities can provide an  opportunity  for capital  appreciation  and/or income
through interest and dividend payments by virtue of their conversion or exchange
features.

         The  convertible  securities in which an Underlying Fund may invest are
either  fixed  income or zero coupon debt  securities  which may be converted or
exchanged at a stated or determinable  exchange ratio into underlying  shares of
common stock. The exchange ratio for any particular  convertible security may be
adjusted  from time to time due to stock  splits,  dividends,  spin-offs,  other
corporate distributions or scheduled changes in the exchange ratio.  Convertible
debt securities and convertible preferred stocks, until converted,  have general
characteristics similar to both debt and equity securities. Although to a lesser
extent than with debt  securities  generally,  the market  value of  convertible
securities tend to decline as interest rates increase and, conversely,  tends to
increase as interest  rates decline.  In addition,  because of the conversion or
exchange feature,  the market value of convertible  securities typically changes
as the market value of the underlying  common stocks  changes,  and,  therefore,
also tends to follow  movements in the general market for equity  securities.  A
unique  feature of  convertible  securities  is that as the market  price of the
underlying  common  stock  declines,   convertible   securities  tend  to  trade
increasingly on a yield basis,  and so may not experience  market value declines
to the same extent as the underlying  common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities tend
to rise as a reflection of the value of the  underlying  common stock,  although
typically  not as much as the  underlying  common  stock.  While  no  securities
investments are without risk,  investments in convertible  securities  generally
entail less risk than investments in common stock of the same issuer.

         As  debt  securities,  convertible  securities  are  investments  which
provide  for a  stream  of  income  (or in the case of zero  coupon  securities,
accretion of income) with generally higher yields than common stocks. Of course,
like all debt  securities,  there can be no  assurance  of  income or  principal
payments because the issuers of the convertible  securities may default on their
obligations.   Convertible   securities   generally   offer  lower  yields  than
non-convertible  securities of similar  quality  because of their  conversion or
exchange features.

Small Company Risk. The Adviser  believes that small  companies often have sales
and earnings growth rates which exceed those of larger companies,  and that such
growth  rates may in turn be  reflected  in more rapid share price  appreciation
over time.  However,  investing in smaller company stocks involves  greater risk
than is  customarily  associated  with  investing  in larger,  more  established
companies.  For  example,  smaller  companies  can have limited  product  lines,
markets,  or financial and managerial  resources.  Smaller companies may also be
dependent on one or a few key persons, and may be more susceptible to losses and
risks of  bankruptcy.  Also,  the  securities of the smaller

<PAGE>

companies in which  certain  Underlying  Funds may invest,  may be thinly traded
(and  therefore have to be sold at a discount from current market prices or sold
in small lots over an  extended  period of time).  Transaction  costs in smaller
company stocks may be higher than those of larger companies.

Investing in emerging  growth  companies.  The investment  risk  associated with
emerging growth  companies is higher than that normally  associated with larger,
older  companies due to the greater  business  risks of small size, the relative
age of the company,  limited product lines,  distribution channels and financial
and managerial  resources.  Further,  there is typically less publicly available
information concerning smaller companies than for larger, more established ones.

         The securities of small companies are often traded over-the-counter and
may not be traded in the  volumes  typical  on a national  securities  exchange.
Consequently, in order to sell this type of holding, an Underlying Fund may need
to discount the securities  from recent prices or dispose of the securities over
a long period of time.  The prices of this type of security may be more volatile
than those of larger  companies which are often traded on a national  securities
exchange.

Investments Involving  Above-Average Risk. Certain Underlying Funds may purchase
securities  involving  above-average  risk. For example,  an Underlying Fund has
invested  from time to time in  relatively  new  companies  but is  limited by a
non-fundamental  policy that it may not invest more than 5% of its total  assets
in companies that, with their  predecessors,  have been in continuous  operation
for less than three years. The Underlying  Fund's portfolio may also include the
securities of small or little-known companies,  commonly referred to as emerging
growth companies,  that the Adviser believes have above-average  earnings growth
potential  and/or may  receive  greater  market  recognition.  Both  factors are
believed to offer significant  opportunity for capital appreciation.  Investment
risk is higher than that normally associated with larger, older companies due to
the higher business risks associated with small size,  frequently narrow product
lines  and  relative  immaturity.  To help  reduce  risk,  the  Underlying  Fund
allocates its investments among many companies and different industries.

         The securities of such companies are often traded only over-the-counter
and may not be traded in the volume typical of trading on a national  securities
exchange.  As a result,  the  disposition by the Underlying  Fund of holdings of
such  securities may require the Underlying Fund to offer a discount from recent
prices  or to make  many  small  sales  over a  lengthy  period  of  time.  Such
securities may be subject to more abrupt or erratic market  movements than those
typically encountered on national securities exchanges.

Debt  securities.  In general,  the prices of debt securities rise when interest
rates fall,  and vice versa.  This effect is usually more  pronounced for longer
term debt securities.

         The debt securities in which certain of the Underlying Funds may invest
are rated,  or determined by the Adviser to be the equivalent of those rated, by
two nationally  recognized  statistical rating  organizations,  Moody's and S&P.
High quality securities are those rated in the two highest categories by Moody's
(Aaa or Aa) or S&P (AAA or AA).  High-grade  securities  are those  rated in the
three highest  categories by Moody's (Aaa,  Aa, or A) or by S&P (AAA, AA, or A).
Investment-grade  securities  are those rated in the four highest  categories by
Moody's (Aaa, Aa, A, or Baa) or by S&P (AAA, AA, A or BBB).

         Certain  Underlying Funds may invest in debt securities which are rated
below  investment-grade;  that is,  rated  below  Baa by  Moody's  or BBB by S&P
(commonly  referred  to as "junk  bonds").  The lower the  ratings  of such debt
securities, the greater their risks render them like equity securities.  Moody's
considers  bonds  it  rates  Baa  to  have  speculative   elements  as  well  as
investment-grade  characteristics.  Certain  Underlying  Funds  may also  make a
portion of their below  investment-grade  investments  in  securities  which are
rated D by S&P or, if unrated, are of equivalent quality. Securities rated D may
be in default with  respect to payment of  principal  or  interest.  Information
regarding the ratings of debt  securities  and the identity of those  Underlying
Funds  that  can  invest  in  investment-grade  or below  investment-grade  debt
securities may be found in this Statement of Additional Information.

         To the extent an Underlying Fund invests in high-grade  securities,  it
will be unable to avail itself of  opportunities  for higher income which may be
available with lower grade  investments.  Conversely,  although some lower-grade
securities  have produced  higher  yields in the past than the  investment-grade
securities,   lower-grade   securities  are   considered  to  be   predominantly
speculative and, therefore, carry greater risk.

Municipal   Obligations.   Certain   Underlying  Funds  may  acquire   municipal
obligations  when,  due to  disparities  in the  debt  securities  markets,  the
anticipated  total  return on such  obligations  is higher  than that on taxable
obligations.  The

                                       2
<PAGE>

Underlying  Fund has no current  intention of  purchasing  tax-exempt  municipal
obligations that would amount to greater than 5% of the Underlying  Fund's total
assets.

         Municipal   obligations   are   issued  by  or  on  behalf  of  states,
territories,  and  possessions  of the U.S., and their  political  subdivisions,
agencies,  and  instrumentalities,  and the District of Columbia to obtain funds
for various  public  purposes.  The interest on these  obligations  is generally
exempt from federal income tax in the hands of most investors. The two principal
classifications of municipal  obligations are "notes" and "bonds." The return on
municipal obligations is ordinarily lower than that of taxable obligations.

Zero  Coupon  Securities.  Certain  Underlying  Funds may invest in zero  coupon
securities,  which pay no cash income and are sold at substantial discounts from
their value at maturity.  When held to  maturity,  their  entire  income,  which
consists of accretion of discount,  comes from the difference  between the issue
price and their value at maturity. Zero coupon securities are subject to greater
market value  fluctuations from changing interest rates than debt obligations of
comparable  maturities which make current distributions of interest (cash). Zero
coupon convertible securities offer the opportunity for capital appreciation (or
depreciation)  as increases (or  decreases)  in market value of such  securities
closely follow the movements in the market value of the underlying common stock.
Zero coupon  convertible  securities  generally are expected to be less volatile
than the underlying common stocks because zero coupon convertible securities are
usually  issued  with  shorter  maturities  (15 years or less) and with  options
and/or redemption features exercisable by the holder of the obligation entitling
the holder to redeem the obligation and receive a defined cash payment.

         Zero coupon securities  include  securities issued directly by the U.S.
Treasury,  and U.S. Treasury bonds or notes and their unmatured interest coupons
and  receipts  for  their  underlying  principal  ("coupons")  which  have  been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A holder will separate the interest coupons from the underlying  principal
(the "corpus") of the U.S. Treasury  security.  A number of securities firms and
banks have  stripped the  interest  coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income  Growth  Receipts"  ("TIGRS")  and  Certificate  of Accrual on Treasuries
("CATS").  The underlying U.S.  Treasury bonds and notes  themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e.,  unregistered  securities  which are owned  ostensibly  by the  bearer or
holder  thereof),  in trust on  behalf of the  owners  thereof.  Counsel  to the
underwriters  of these  certificates or other evidences of ownership of the U.S.
Treasury securities has stated that for federal tax and securities purposes,  in
their opinion purchasers of such certificates,  such as an Underlying Fund, most
likely  will be  deemed  to be the  beneficial  holder  of the  underlying  U.S.
government securities.

         The  Treasury  has  facilitated  transfers  of ownership of zero coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupons and corpus payments on Treasury  securities through the Federal
Reserve  book-entry  record-keeping  system.  The  Federal  Reserve  program  as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered  Interest and Principal of Securities."  Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry  record-keeping  system in lieu of having to
hold  certificates  or other  evidences  of  ownership  of the  underlying  U.S.
Treasury securities.

         When U.S.  Treasury  obligations  have been stripped of their unmatured
interest  coupons  by the  holder,  the  principal  or  corpus is sold at a deep
discount  because the buyer  receives  only the right to receive a future  fixed
payment on the  security  and does not receive  any rights to periodic  interest
(cash) payments. Once stripped or separated,  the corpus and coupons may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like maturity  dates and sold in such bundled  form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the zero coupon  securities  that the Treasury  sells
itself. (See "TAXES.")

Brady  Bonds.  Certain  Underlying  Funds may invest in Brady  Bonds,  which are
securities  created  through the exchange of existing  commercial  bank loans to
public  and  private  entities  in  certain  emerging  markets  for new bonds in
connection with debt  restructurings  under a debt restructuring plan introduced
by former U.S. Secretary of the Treasury,  Nicholas F. Brady (the "Brady Plan").
Brady Plan debt restructurings have been implemented to date in Mexico, Uruguay,
Venezuela, Costa Rica, Argentina, Nigeria, and the Philippines.

         Brady Bonds have been issued  fairly  recently,  and for that reason do
not  have  a  long  payment  history.  Brady  Bonds  may  be  collateralized  or
uncollateralized,  are issued in various  currencies  (but primarily the dollar)
and are actively traded in over-the-counter secondary markets.

                                       3
<PAGE>

         Dollar-denominated, collateralized Brady Bonds, which may be fixed rate
bonds  or  floating  rate  bonds,  are  generally  collateralized  in full as to
principal by U.S.  Treasury  zero coupon  bonds having the same  maturity as the
bonds.  Interest  payments on these Brady Bonds generally are  collateralized by
cash or securities in an amount that, in the case of fixed rate bonds,  is equal
to at least one year of rolling  interest  payments  or, in the case of floating
rate bonds,  initially is equal to at least one year's rolling interest payments
based on the  applicable  interest  rate at that time and is adjusted at regular
intervals  thereafter.  Brady  Bonds  are often  viewed as having  three or four
valuation  components:  the  collateralized  repayment  of  principal  at  final
maturity; the collateralized  interest payments;  the uncollateralized  interest
payments;  and any  uncollateralized  repayment of principal at maturity  (these
uncollateralized  amounts  constitute  the  "residual  risk").  In  light of the
residual  risk of Brady Bonds and the history of defaults of  countries  issuing
Brady  Bonds,  with  respect to  commercial  bank  loans by public  and  private
entities,  investments  in Brady  Bonds may be viewed as  speculative.  Over $82
billion  in Brady  Bonds  have been  issued  by  countries  in Africa  and Latin
America, with 90% of these Brady Bonds being denominated in U.S. dollars.

High Yield,  High Risk Securities.  Below investment grade securities  (rated Ba
and  lower  by  Moody's  and BB and  lower  by S&P)  or  unrated  securities  of
equivalent  quality  (commonly  referred to as "junk  bonds"),  in which certain
Underlying  Funds  may  invest,  carry  a high  degree  of risk  (including  the
possibility  of  default  or  bankruptcy  of the  issuers  of such  securities),
generally involve greater  volatility of price and risk of principal and income,
and may be less liquid,  than securities in the higher rating categories and are
considered  speculative.  The lower the  ratings  of such debt  securities,  the
greater their risks render them like equity securities. See the Appendix to this
combined Statement of Additional  Information for a more complete description of
the   ratings   assigned   by  ratings   organizations   and  their   respective
characteristics.

         Economic downturns have in the past, and could in the future, disrupted
the high yield market and impaired the ability of issuers to repay principal and
interest.  Also,  an  increase in  interest  rates  would  likely have a greater
adverse  impact  on the  value of such  obligations  than on  comparable  higher
quality  debt  securities.  During  an  economic  downturn  or  period of rising
interest rates,  highly leveraged  issues may experience  financial stress which
would  adversely  affect their ability to service  their  principal and interest
payment  obligations.  Prices and yields of high yield securities will fluctuate
over time and, during periods of economic uncertainty,  volatility of high yield
securities  may  adversely  affect an  Underlying  Fund's  net asset  value.  In
addition,  investments  in high yield zero coupon or pay-in-kind  bonds,  rather
than  income-bearing  high yield securities,  may be more speculative and may be
subject to greater fluctuations in value due to changes in interest rates.

         The trading market for high yield  securities may be thin to the extent
that there is no established  retail secondary market or because of a decline in
the value of such securities.  A thin trading market may limit the ability of an
Underlying  Fund to accurately  value high yield  securities  in the  Underlying
Fund's  portfolio  and to dispose of those  securities.  Adverse  publicity  and
investor  perceptions  may  decrease  the  values  and  liquidity  of high yield
securities.   These   securities   may   also   involve   special   registration
responsibilities,  liabilities and costs. Lower rated and unrated securities are
especially subject to adverse changes in general economic conditions, to changes
in the  financial  condition  of  their  issuers,  and to price  fluctuation  in
response to changes in interest  rates.  During periods of economic  downturn or
rising interest  rates,  issuers of these  instruments may experience  financial
stress that could  adversely  affect their ability to make payments of principal
and interest and increase the possibility of default.

         Credit quality in the high yield securities  market can change suddenly
and unexpectedly,  and even recently issued credit ratings may not fully reflect
the actual risks posed by a particular  high-yield security.  For these reasons,
it is the policy of the Adviser  not to rely  exclusively  on ratings  issued by
established credit rating agencies,  but to supplement such ratings with its own
independent  and  on-going  review  of credit  quality.  The  achievement  of an
Underlying Fund's  investment  objective by investment in such securities may be
more  dependent on the  Adviser's  credit  analysis  than is the case for higher
quality  bonds.  Should the rating of a portfolio  security be  downgraded,  the
Adviser will  determine  whether it is in the best  interests of the  Underlying
Fund to retain or dispose of such security.

         Prices  for  below  investment-grade  securities  may  be  affected  by
legislative and regulatory developments.  For example, new federal rules require
savings and loan institutions to gradually reduce their holdings of this type of
security.  Also,  Congress has from time to time  considered  legislation  which
would restrict or eliminate the corporate tax deduction for interest payments in
these  securities and regulate  corporate  restructurings.  Such legislation may
significantly depress the prices of outstanding securities of this type.

Sovereign Debt.  Investment in sovereign debt can involve a high degree of risk.
The governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the  principal  and/or  interest when due in accordance
with the terms of such debt. A governmental  entity's  willingness or ability to
repay  principal  and interest due in a timely

                                       4
<PAGE>

manner may be affected by, among other  factors,  its cash flow  situation,  the
extent of its foreign reserves,  the availability of sufficient foreign exchange
on the date a payment is due,  the relative  size of the debt service  burden to
the  economy  as  a  whole,  the   governmental   entity's  policy  towards  the
International   Monetary  Fund,  and  the  political   constraints  to  which  a
governmental entity may be subject.  Governmental entities may also be dependent
on expected  disbursements from foreign governments,  multilateral  agencies and
others  abroad to reduce  principal and interest  arrearages on their debt.  The
commitment  on the part of these  governments,  agencies and others to make such
disbursements  may be conditioned on a governmental  entity's  implementation of
economic  reforms  and/or  economic  performance  and the timely service of such
debtor's obligations.  Failure to implement such reforms, achieve such levels of
economic  performance or repay  principal or interest when due may result in the
cancellation   of  such  third  parties'   commitments  to  lend  funds  to  the
governmental   entity,  which  may  further  impair  such  debtor's  ability  or
willingness to service its debts in a timely manner. Consequently,  governmental
entities may default on their sovereign  debt.  Holders of sovereign debt may be
requested to participate in the  rescheduling of such debt and to extend further
loans to  governmental  entities.  There is no  bankruptcy  proceeding  by which
sovereign debt on which governmental entities have defaulted may be collected in
whole or in part.

Mortgage-Backed   Securities  and  Mortgage  Pass-Through  Securities.   Certain
Underlying  Funds  may also  invest  in  mortgage-backed  securities,  which are
interests in pools of mortgage loans,  including  mortgage loans made by savings
and loan institutions,  mortgage bankers, commercial banks, and others. Pools of
mortgage  loans are  assembled  as  securities  for sale to investors by various
governmental, government-related, and private organizations as further described
below. An Underlying  Fund may also invest in debt securities  which are secured
with collateral  consisting of mortgage-backed  securities (see  "Collateralized
Mortgage Obligations"), and in other types of mortgage-related securities.

         A decline in interest  rates may lead to a faster rate of  repayment of
the  underlying  mortgages,  and  expose an  Underlying  Fund to a lower rate of
return upon reinvestment. To the extent that such mortgage-backed securities are
held by an  Underlying  Fund,  the  prepayment  right will tend to limit to some
degree the increase in net asset value of the Underlying  Fund because the value
of the mortgage-backed securities held by the Underlying Fund may not appreciate
as rapidly as the price of  non-callable  debt  securities.  When interest rates
rise,  mortgage  prepayment rates tend to decline,  thus lengthening the life of
mortgage-related securities and increasing their volatility, affecting the price
volatility of the Underlying Fund's shares.

         Interests  in pools of  mortgage-backed  securities  differ  from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage  loans,  net of any  fees  paid  to the  issuer  or  guarantor  of such
securities.  Additional payments are caused by repayments of principal resulting
from the sale of the underlying property,  refinancing,  or foreclosure,  net of
fees or costs which may be  incurred.  Because  principal  may be prepaid at any
time,  mortgage-backed  securities may involve  significantly  greater price and
yield  volatility  than  traditional  debt  securities.   Some  mortgage-related
securities  such  as  securities  issued  by the  Government  National  Mortgage
Association ("GNMA") are described as "modified  pass-through." These securities
entitle the holder to receive all interest and  principal  payments  owed on the
mortgage pool, net of certain fees, at the scheduled payment dates regardless of
whether or not the mortgagor actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
GNMA. GNMA is a wholly-owned U.S.  Government  corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S.  Government,  the timely  payment of principal  and
interest on securities issued by institutions  approved by GNMA (such as savings
and loan  institutions,  commercial  banks, and mortgage  bankers) and backed by
pools of FHA-insured or VA-guaranteed mortgages.  These guarantees,  however, do
not apply to the market value or yield of  mortgage-backed  securities or to the
value of Underlying Fund shares.  Also, GNMA securities often are purchased at a
premium over the maturity value of the underlying mortgages.
This premium is not guaranteed and will be lost if prepayment occurs.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the U.S. Government) include the Federal National Mortgage Association
("FNMA") and the Federal Home Loan  Mortgage  Corporation  ("FHLMC").  FNMA is a
government-sponsored  corporation owned entirely by private stockholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional (i.e., not insured or guaranteed by any governmental
agency) mortgages from a list of approved  seller/servicers  which include state
and  federally-chartered  savings and loan  associations,  mutual savings banks,
commercial banks, credit unions, and mortgage bankers.  Pass-

                                       5
<PAGE>

through  securities  issued  by FNMA are  guaranteed  as to  timely  payment  of
principal  and  interest by FNMA but are not backed by the full faith and credit
of the U.S. Government.

         FHLMC is a corporate  instrumentality  of the U.S.  Government  and was
created by Congress in 1970 for the purpose of increasing  the  availability  of
mortgage  credit  for  residential  housing.  Its  stock is owned by the  twelve
Federal Home Loan Banks. FHLMC issues  Participation  Certificates ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but PCs are not  backed  by the full  faith  and  credit of the U.S.
Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage bankers, and other secondary market issuers also
create  pass-through pools of conventional  mortgage loans. Such issuers may, in
addition,  be the originators and/or servicers of the underlying  mortgage loans
as well as the guarantors of the mortgage-related  securities.  Pools created by
such  non-governmental  issuers  generally  offer a higher rate of interest than
governmental  and  government-related  pools  because  there  are no  direct  or
indirect government or agency guarantees of payments. However, timely payment of
interest  and  principal  of these pools may be  supported  by various  forms of
insurance or  guarantees,  including  individual  loan,  title,  pool and hazard
insurance,  and letters of credit.  The insurance and  guarantees  are issued by
governmental  entities,   private  insurers,  and  the  mortgage  poolers.  Such
insurance and guarantees and the creditworthiness of the issuers thereof will be
considered  in  determining   whether  a  mortgage-related   security  meets  an
Underlying Fund's investment quality  standards.  There can be no assurance that
the  private  insurers  or  guarantors  can meet  their  obligations  under  the
insurance  policies  or  guarantee  arrangements.  An  Underlying  Fund  may buy
mortgage-related  securities  without  insurance  or  guarantees,  if through an
examination of the loan  experience  and practices of the  originators/servicers
and poolers,  the Adviser  determines  that the  securities  meet the Underlying
Fund's quality  standards.  Although the market for such  securities is becoming
increasingly liquid,  securities issued by certain private organizations may not
be readily marketable.

Collateralized  Mortgage  Obligations  ("CMOs").  A CMO is a  hybrid  between  a
mortgage-backed bond and a mortgage  pass-through  security.  Similar to a bond,
interest and prepaid principal are paid, in most cases,  semiannually.  CMOs may
be collateralized by whole mortgage loans but are more typically  collateralized
by portfolios of mortgage pass-through  securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams.

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal  because of the  sequential  payments.  The prices of certain CMOs,
depending on their structure and the rate of prepayments,  can be volatile. Some
CMOs may not be as liquid as other securities.

         In a typical CMO  transaction,  a corporation  issues multiple  series,
(e.g.,  A, B, C, Z) of CMO bonds  ("Bonds").  Proceeds of the Bond  offering are
used to purchase mortgages or mortgage pass-through certificates ("Collateral").
The  Collateral  is pledged to a third party  trustee as security for the Bonds.
Principal and interest payments from the Collateral are used to pay principal on
the Bonds in the order A, B, C, Z. The Series A, B, and C bonds all bear current
interest.  Interest on the Series Z Bond is accrued and added to principal and a
like amount is paid as principal on the Series A, B, or C Bond  currently  being
paid  off.  When the  Series A, B, and C Bonds  are paid in full,  interest  and
principal on the Series Z Bond begins to be paid currently.  With some CMOs, the
issuer  serves as a conduit to allow loan  originators  (primarily  builders  or
savings and loan associations) to borrow against their loan portfolios.

FHLMC Collateralized  Mortgage  Obligations.  FHLMC CMOs are debt obligations of
FHLMC  issued in multiple  classes  having  different  maturity  dates which are
secured by the pledge of a pool of  conventional  mortgage  loans  purchased  by
FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made
semiannually,  as opposed to monthly.  The amount of  principal  payable on each
semiannual  payment date is  determined  in  accordance  with FHLMC's  mandatory
sinking fund schedule,  which,  in turn, is equal to  approximately  100% of FHA
prepayment  experience applied to the mortgage collateral pool. All sinking fund
payments in the CMOs are allocated to the retirement of the  individual  classes
of bonds in the order of their  stated  maturities.  Payment of principal on the
mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum
sinking fund obligation for any payment date are paid to the holders of the CMOs
as additional sinking fund payments. Because of the "pass-through" nature of all
principal  payments received on the collateral pool in excess of FHLMC's minimum
sinking fund  requirement,  the rate at

                                       6
<PAGE>

which  principal  of the CMOs is actually  repaid is likely to be such that each
class of bonds will be retired in advance of its scheduled maturity date.

         If  collection  of principal  (including  prepayments)  on the mortgage
loans during any  semiannual  payment  period is not  sufficient to meet FHLMC's
minimum  sinking fund  obligation on the next sinking fund payment  date,  FHLMC
agrees to make up the deficiency from its general funds.

         Criteria  for the  mortgage  loans  in the  pool  backing  the CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.

Other  Mortgage-Backed   Securities.  The  Adviser  expects  that  governmental,
government-related, or private entities may create mortgage loan pools and other
mortgage-related     securities     offering    mortgage     pass-through    and
mortgage-collateralized  investments in addition to those described  above.  The
mortgages   underlying  these  securities  may  include   alternative   mortgage
instruments,  that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from  customary  long-term  fixed
rate mortgages. An Underlying Fund will not purchase mortgage-backed  securities
or any other assets which, in the opinion of the Adviser,  are illiquid if, as a
result, more than 10% of the value of the Underlying Fund's total assets will be
illiquid. As new types of mortgage-related  securities are developed and offered
to investors, the Adviser will, consistent with the Underlying Fund's investment
objective,  policies, and quality standards, consider making investments in such
new types of mortgage-related securities.

Other Asset-Backed  Securities.  The  securitization  techniques used to develop
mortgaged-backed  securities  are now being  applied to a broad range of assets.
Through the use of trusts and special  purpose  corporations,  various  types of
assets, including automobile loans, computer leases and credit card receivables,
are  being  securitized  in  pass-through  structures  similar  to the  mortgage
pass-through  structures  described  above or in a structure  similar to the CMO
structure.  Consistent  with an  Underlying  Fund's  investment  objectives  and
policies,   the  Underlying  Fund  may  invest  in  these  and  other  types  of
asset-backed  securities  that may be developed in the future.  In general,  the
collateral  supporting  these  securities  is of shorter  maturity than mortgage
loans and is less likely to  experience  substantial  prepayments  with interest
rate fluctuations.

         Several types of  asset-backed  securities have already been offered to
investors,  including  Certificates  for  Automobile  ReceivablesSM  ("CARSSM").
CARSSM  represent  undivided  fractional  interests in a trust  ("Trust")  whose
assets consist of a pool of motor vehicle retail installment sales contracts and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the Trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage to
or loss of a vehicle,  the  application  of  federal  and state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

         Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the benefit
of any security  interest in the related  assets.  Credit card  receivables  are
generally  unsecured and the debtors are entitled to the  protection of a number
of state and federal  consumer  credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards,  thereby reducing the
balance due. There is the possibility that recoveries on repossessed  collateral
may not, in some cases, be available to support payments on these securities.

         Asset-backed   securities   are  often  backed  by  a  pool  of  assets
representing  the  obligations of a number of different  parties.  To lessen the
effect of  failures  by  obligors on  underlying  assets to make  payments,  the
securities  may  contain   elements  of  credit  support  which  fall  into  two
categories:  (i)  liquidity  protection,  and  (ii)  protection  against  losses
resulting  from  ultimate  default  by an  obligor  on  the  underlying  assets.
Liquidity  protection  refers to the  provision  of  advances,  generally by the
entity  administering the pool of assets, to ensure that the receipt of payments
on the underlying  pool occurs in a timely  fashion.  Protection  against losses
results from payment of the insurance  obligations  on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit  obtained  by the  issuer or  sponsor  from third  parties,
through various means of structuring the transaction or through a combination of
such approaches. An Underlying Fund will not pay any additional or separate fees
for credit  support.  The degree of credit  support  provided  for each issue is
generally  based on historical  information  respecting the

                                       7
<PAGE>

level of credit risk associated with the underlying assets.  Delinquency or loss
in excess of that  anticipated or failure of the credit support could  adversely
affect the return on an investment in such a security.

         An   Underlying   Fund  may  also  invest  in  residual   interests  in
asset-backed  securities.  In the case of  asset-backed  securities  issued in a
pass-through  structure,  the cash flow  generated by the  underlying  assets is
applied  to  make  required  payments  on the  securities  and  to  pay  related
administrative  expenses.  The  residual  interest in an  asset-backed  security
pass-through structure represents the interest in any excess cash flow remaining
after making the foregoing payments.  The amount of residual cash flow resulting
from a particular  issue of asset-backed  securities will depend on, among other
things,  the  characteristics  of the underlying assets, the coupon rates on the
securities, prevailing interest rates, the amount of administrative expenses and
the actual prepayment experience on the underlying assets. Asset-backed security
residuals  not  registered  under the  Securities  Act of 1933 may be subject to
certain  restrictions on transferability  and would be subject to the Underlying
Fund's restriction on illiquid securities.  In addition,  there may be no liquid
market for such securities.

         The  availability  of  asset-backed   securities  may  be  affected  by
legislative or regulatory  developments.  It is possible that such  developments
may require the Underlying Fund to dispose of any then existing holdings of such
securities.

Illiquid Securities.  Underlying Funds may purchase securities other than in the
open market.  While such purchases may often offer attractive  opportunities for
investment  not  otherwise  available  on the open  market,  the  securities  so
purchased are often "restricted  securities" or "not readily  marketable," i.e.,
securities  which cannot be sold to the public  without  registration  under the
Securities Act of 1933, as amended (the "1933 Act"),  or the  availability of an
exemption from  registration  (such as Rule 144A) or because they are subject to
other legal or contractual delays in or restrictions on resale. The absence of a
trading  market can make it  difficult  to  ascertain  a market  value for these
investments  and  there  is a risk  that an  Underlying  Fund may not be able to
dispose of them at an  advantageous  time or price.  This  investment  practice,
therefore,  could have the effect of increasing  the level of  illiquidity  of a
Fund.  It is a Fund's  policy that  illiquid  securities  (including  repurchase
agreements of more than seven days duration,  certain restricted securities, and
other  securities which are not readily  marketable) may not constitute,  at the
time of  purchase,  more  than 15% of the  value of the  Underlying  Fund's  net
assets.  Each  Corporation/Trust's  Board  of  Directors/Trustees  has  approved
guidelines for use by the Adviser in determining whether a security is illiquid.

         Generally  speaking,  restricted  securities  may be sold  (i)  only to
qualified  institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers;  (iii) in limited  quantities after they have been
held for a specified  period of time and other conditions are met pursuant to an
exemption  from  registration;  or  (iv)  in  a  public  offering  for  which  a
registration  statement is in effect under the 1933 Act.  Issuers of  restricted
securities may not be subject to the  disclosure  and other investor  protection
requirements  that would be applicable if their securities were publicly traded.
If  adverse  market  conditions  were to develop  during  the  period  between a
Underlying  Fund's  decision to sell a restricted  or illiquid  security and the
point at which the  Underlying  Fund is permitted or able to sell such security,
the  Underlying  Fund might  obtain a price less  favorable  than the price that
prevailed when it decided to sell.  Where a  registration  statement is required
for the resale of restricted  securities,  a Underlying  Fund may be required to
bear all or part of the registration  expenses.  A Underlying Fund may be deemed
to be an  "underwriter"  for  purposes of the 1933 Act when  selling  restricted
securities to the public and, in such event,  the Underlying  Fund may be liable
to purchasers of such securities if the registration  statement  prepared by the
issuer is materially inaccurate or misleading.

         Since it is not possible to predict with  assurance that the market for
securities  eligible for resale under Rule 144A will continue to be liquid,  the
Adviser will monitor such  restricted  securities  subject to the supervision of
the Board of  Trustees/Directors.  Among the factors the Adviser may consider in
reaching  liquidity  decisions  relating to Rule 144A  securities  are:  (1) the
frequency  of trades  and  quotes  for the  security;  (2) the number of dealers
wishing to  purchase  or sell the  security  and the  number of other  potential
purchasers;  (3) dealer  undertakings to make a market in the security;  and (4)
the nature of the security and the nature of the market for the security  (i.e.,
the time needed to dispose of the security, the method of soliciting offers, and
the mechanics of the transfer).

Repurchase  Agreements.  Certain  Underlying  Funds  may enter  into  repurchase
agreements with member banks of the Federal Reserve System, any foreign bank, if
the  repurchase  agreement  is fully  secured by  government  securities  of the
particular foreign  jurisdiction,  or with any domestic or foreign broker/dealer
which  is  recognized  as  a  reporting  government  securities  dealer  if  the
creditworthiness of the bank or broker/dealer has been determined by the Adviser
to be at least as high as that of other obligations the relevant Underlying Fund
may  purchase,  or to be at least equal to that of issuers of  commercial  paper
rated within the two highest grades assigned by Moody's or S&P.

                                       8
<PAGE>

         A repurchase  agreement provides a means for an Underlying Fund to earn
income on assets for periods as short as overnight.  It is an arrangement  under
which  the  purchaser   (i.e.,   the   Underlying   Fund)  acquires  a  security
("Obligation")  and the seller  agrees,  at the time of sale, to repurchase  the
Obligation  at a specified  time and price.  Securities  subject to a repurchase
agreement are held in a segregated account and the value of such securities kept
at least equal to the repurchase  price on a daily basis.  The repurchase  price
may be higher  than the  purchase  price,  the  difference  being  income to the
Underlying  Fund, or the purchase and  repurchase  prices may be the same,  with
interest  at a  stated  rate  due to  the  Underlying  Fund  together  with  the
repurchase price upon  repurchase.  In either case, the income to the Underlying
Fund is unrelated to the interest rate on the Obligation itself.
Obligations  will be held by the Custodian or in the Federal  Reserve Book Entry
system.

         For purposes of the 1940 Act, a repurchase  agreement is deemed to be a
loan from an  Underlying  Fund to the  seller of the  Obligation  subject to the
repurchase  agreement  and  is  therefore  subject  to  that  Underlying  Fund's
investment  restriction  applicable  to loans.  It is not clear  whether a court
would  consider  the  Obligation  purchased by an  Underlying  Fund subject to a
repurchase  agreement  as  being  owned  by  the  Underlying  Fund  or as  being
collateral for a loan by the Underlying Fund to the seller.  In the event of the
commencement of bankruptcy or insolvency  proceedings with respect to the seller
of the  Obligation  before  repurchase  of the  Obligation  under  a  repurchase
agreement,  an Underlying  Fund may encounter delay and incur costs before being
able to sell the  security.  Delays may  involve  loss of interest or decline in
price of the Obligation.  If the court  characterizes  the transaction as a loan
and the Underlying Fund has not perfected a security interest in the Obligation,
the  Underlying  Fund may be required to return the  Obligation  to the seller's
estate and be treated as an  unsecured  creditor of the seller.  As an unsecured
creditor,  the  Underlying  Fund  would be at risk of losing  some or all of the
principal and income  involved in the  transaction.  As with any unsecured  debt
instrument  purchased for the Underlying Fund, the Adviser seeks to minimize the
risk of loss through repurchase  agreements by analyzing the creditworthiness of
the obligor,  in this case the seller of the Obligation.  Apart from the risk of
bankruptcy or insolvency proceedings, there is also the risk that the seller may
fail to repurchase the Obligation,  in which case the particular Underlying Fund
may incur a loss if the proceeds to the  Underlying  Fund of the sale to a third
party are less than the repurchase  price.  However,  if the market value of the
Obligation subject to the repurchase  agreement becomes less than the repurchase
price  (including  interest),  the Underlying Fund will direct the seller of the
Obligation  to deliver  additional  securities  so that the market  value of all
securities  subject  to the  repurchase  agreement  will  equal  or  exceed  the
repurchase price. It is possible that an Underlying Fund will be unsuccessful in
seeking to impose on the seller a contractual  obligation to deliver  additional
securities.

Repurchase  Commitments.  Certain  Underlying  Funds may enter  into  repurchase
commitments with any party deemed creditworthy by the Adviser, including foreign
banks and  broker/dealers,  if the  transaction  is entered into for  investment
purposes and the  counterparty's  creditworthiness  is at least equal to that of
issuers of securities which an Underlying Fund may purchase.  Such  transactions
may not provide the Underlying Fund with collateral  marked-to-market during the
term of the commitment.

Reverse  Repurchase  Agreements.  The  Underlying  Fund may enter into  "reverse
repurchase  agreements,"  which are repurchase  agreements in which the Fund, as
the seller of the  securities,  agrees to repurchase them at an agreed upon time
and  price.  The  Fund  maintains  a  segregated   account  in  connection  with
outstanding  reverse  repurchase  agreements.  The Fund will enter into  reverse
repurchase agreements only when the Adviser believes that the interest income to
be earned from the investment of the proceeds of the transaction will be greater
than the interest expense of the transaction.

Strategic  Transactions and Derivatives.  Certain  Underlying Funds may, but are
not required to, utilize various other investment  strategies as described below
for a variety of purposes,  such as hedging  various market risks,  managing the
effective  maturity or  duration of  fixed-income  securities  in an  Underlying
Fund's portfolio,  or enhancing potential gain. These strategies may be executed
through the use of derivative contracts.  Such strategies are generally accepted
as part of modern portfolio management and are regularly utilized by many mutual
funds and other institutional investors.

         In the course of pursuing these investment  strategies,  the Underlying
Fund may purchase and sell  exchange-listed  and  over-the-counter  put and call
options on securities,  equity and fixed-income  indices and other  instruments,
purchase  and sell futures  contracts  and options  thereon,  enter into various
interest rate  transactions  such as swaps,  caps,  floors or collars,  currency
futures contracts,  currency swaps or options on currencies, or currency futures
and various other currency transactions. (Collectively, all the above are called
"Strategic  Transactions.")  Strategic  Transactions  may be used to  attempt to
protect against possible changes in the market value of securities held in or to
be purchased for the  Underlying  Fund's  portfolio  resulting  from  securities
markets or currency exchange rate fluctuations, to protect the Underlying Fund's
unrealized  gains in the value of its portfolio  securities,  to facilitate  the
sale of such  securities  for  investment  purposes,  to  manage  the  effective
maturity  or  duration  of  fixed-income  securities  in the  Underlying  Fund's
portfolio, or to establish a position in the derivatives markets as a substitute
for purchasing or selling particular securities.

                                       9
<PAGE>

Some Strategic  Transactions may also be used to enhance potential gain although
no more than 5% of the  Underlying  Fund's assets will be committed to Strategic
Transactions  entered  into  for  non-hedging  purposes.  Any or  all  of  these
investment  techniques  may be used  at any  time  and  there  is no  particular
strategy that dictates the use of one technique  rather than another,  as use of
any Strategic  Transaction is a function of numerous variables  including market
conditions.  The  ability  of the  Underlying  Fund to utilize  these  Strategic
Transactions  successfully  will  depend on the  Adviser's  ability  to  predict
pertinent market  movements,  which cannot be assured.  The Underlying Fund will
comply  with  applicable   regulatory   requirements  when  implementing   these
strategies, techniques and instruments.  Strategic Transactions will not be used
to alter the fundamental purposes and characteristics of the Underlying Fund and
each  Underlying  Fund will  segregate  assets  (or as  provided  by  applicable
regulations,  enter into certain offsetting  positions) to cover its obligations
under options, futures and swaps to limit leveraging of the Underlying Fund.

         Strategic  Transactions  have  risks  associated  with  them  including
possible default by the other party to the transaction,  illiquidity and, to the
extent the Adviser's view as to certain market movements is incorrect,  the risk
that the use of such Strategic  Transactions could result in losses greater than
if they had not been used.  Use of put and call  options may result in losses to
the  Underlying  Fund,  force the sale or purchase of  portfolio  securities  at
inopportune  times or for prices  higher  than (in the case of put  options)  or
lower than (in the case of call options) current market values, limit the amount
of appreciation  the Underlying Fund can realize on its investments or cause the
Underlying  Fund to hold a security it might otherwise sell. The use of currency
transactions can result in the Underlying Fund incurring losses as a result of a
number of factors including the imposition of exchange  controls,  suspension of
settlements,  or the inability to deliver or receive a specified  currency.  The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures contracts and price movements in the related  portfolio  position of the
Underlying  Fund creates the possibility  that losses on the hedging  instrument
may be greater than gains in the value of the  Underlying  Fund's  position.  In
addition, futures and options markets may not be liquid in all circumstances and
certain  over-the-counter  options may have no markets.  As a result, in certain
markets,  the  Underlying  Fund  might  not be able to close  out a  transaction
without incurring substantial losses, if at all. Although the use of futures and
options transactions for hedging should tend to minimize the risk of loss due to
a decline  in the value of the  hedged  position,  at the same time they tend to
limit any  potential  gain which might  result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential  financial risk than would purchases of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.

General  Characteristics of Options. Put options and call options typically have
similar structural  characteristics and operational  mechanics regardless of the
underlying  instrument on which they are purchased or sold.  Thus, the following
general  discussion relates to each of the particular types of options discussed
in greater  detail below.  In addition,  many Strategic  Transactions  involving
options require  segregation of Underlying Fund assets in special  accounts,  as
described below under "Use of Segregated and Other Special Accounts."

         A put option  gives the  purchaser  of the  option,  upon  payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For instance,  an Underlying Fund's purchase of a put option on a security might
be designed to protect its holdings in the  underlying  instrument  (or, in some
cases, a similar  instrument)  against a substantial decline in the market value
by giving an  Underlying  Fund the right to sell such  instrument  at the option
exercise price. A call option, upon payment of a premium, gives the purchaser of
the  option  the  right to buy,  and the  seller  the  obligation  to sell,  the
underlying  instrument at the exercise price. An Underlying Fund's purchase of a
call option on a security, financial future, index, currency or other instrument
might be intended to protect an Underlying Fund against an increase in the price
of the underlying instrument that it intends to purchase in the future by fixing
the price at which it may purchase  such  instrument.  An American  style put or
call  option may be  exercised  at any time  during the  option  period  while a
European  style put or call  option may be  exercised  only upon  expiration  or
during a fixed  period  prior  thereto.  An  Underlying  Fund is  authorized  to
purchase and sell exchange  listed  options and  over-the-counter  options ("OTC
options").  Exchange listed options are issued by a regulated  intermediary such
as the Options Clearing Corporation ("OCC"), which guarantees the performance of
the  obligations of the parties to such options.  The discussion  below uses the
OCC as an example, but is also applicable to other financial intermediaries.

         With  certain  exceptions,  OCC  issued  and  exchange  listed  options
generally  settle by physical  delivery of the underlying  security or currency,
although in the future cash settlement may become  available.  Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is  "in-the-money"  (i.e.,  where the value of the underlying  instrument
exceeds,  in the case of a call  option,  or is less than,  in the case of a put
option,  the exercise  price of the option) at the time the option is exercised.
Frequently,  rather than taking or making delivery of the

                                       10
<PAGE>

underlying  instrument  through the  process of  exercising  the option,  listed
options are closed by entering  into  offsetting  purchase or sale  transactions
that do not result in ownership of the new option.

         An Underlying  Fund's  ability to close out its position as a purchaser
or seller of an OCC or exchange listed put or call option is dependent, in part,
upon the  liquidity of the option  market.  Among the  possible  reasons for the
absence of a liquid option market on an exchange are: (i)  insufficient  trading
interest in certain  options;  (ii)  restrictions on transactions  imposed by an
exchange;  (iii) trading halts,  suspensions or other restrictions  imposed with
respect to  particular  classes or series of  options or  underlying  securities
including  reaching  daily  price  limits;   (iv)  interruption  of  the  normal
operations of the OCC or an exchange;  (v)  inadequacy  of the  facilities of an
exchange or OCC to handle current trading  volume;  or (vi) a decision by one or
more exchanges to discontinue  the trading of options (or a particular  class or
series of options),  in which event the relevant  market for that option on that
exchange  would cease to exist,  although  outstanding  options on that exchange
would generally continue to be exercisable in accordance with their terms.

         The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the  option  markets  close  before the  markets  for the  underlying  financial
instruments,  significant  price  and  rate  movements  can  take  place  in the
underlying markets that cannot be reflected in the option markets.

         OTC options are purchased from or sold to securities dealers, financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all of the terms of
an OTC option,  including  such terms as method of  settlement,  term,  exercise
price, premium,  guarantees and security, are set by negotiation of the parties.
An Underlying Fund will only sell OTC options (other than OTC currency  options)
that are  subject to a buy-back  provision  permitting  the  Underlying  Fund to
require the  Counterparty  to sell the option back to the  Underlying  Fund at a
formula price within seven days. An Underlying  Fund expects  generally to enter
into OTC options that have cash  settlement  provisions,  although an Underlying
Fund is not required to do so.

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC option it has  entered  into with an  Underlying  Fund or fails to make a
cash  settlement  payment due in  accordance  with the terms of that option,  an
Underlying  Fund will  lose any  premium  it paid for the  option as well as any
anticipated benefit of the transaction. Accordingly, the Adviser must assess the
creditworthiness   of  each  such   Counterparty  or  any  guarantor  or  credit
enhancement of the  Counterparty's  credit to determine the likelihood  that the
terms of the OTC option will be satisfied. An Underlying Fund will engage in OTC
option transactions only with U.S.  government  securities dealers recognized by
the Federal  Reserve  Bank of New York as "primary  dealers" or  broker/dealers,
domestic or foreign banks or other  financial  institutions  which have received
(or the guarantors of the obligation of which have received) a short-term credit
rating of A-1 from S&P or P-1 from  Moody's  or an  equivalent  rating  from any
nationally recognized  statistical rating organization ("NRSRO") or, in the case
of OTC currency transactions,  are determined to be of equivalent credit quality
by the  Adviser.  The staff of the SEC  currently  takes the  position  that OTC
options purchased by an Underlying Fund, and portfolio securities "covering" the
amount of an Underlying Fund's  obligation  pursuant to an OTC option sold by it
(the cost of the sell-back plus the in-the-money  amount,  if any) are illiquid,
and are subject to an Underlying Fund's limitation on investing no more than 15%
of its assets in illiquid securities.

         If an Underlying Fund sells a call option, the premium that it receives
may serve as a partial  hedge,  to the extent of the option  premium,  against a
decrease  in the  value  of the  underlying  securities  or  instruments  in its
portfolio or will increase an Underlying Fund's income.  The sale of put options
can also provide income.

         An  Underlying  Fund may purchase  and sell call options on  securities
including  U.S.  Treasury  and agency  securities,  mortgage-backed  securities,
corporate debt securities,  equity securities (including convertible securities)
and  Eurodollar  instruments  that are  traded on U.S.  and  foreign  securities
exchanges  and in the  over-the-counter  markets,  and  on  securities  indices,
currencies and futures  contracts.  All calls sold by an Underlying Fund must be
"covered"  (i.e., an Underlying Fund must own the securities or futures contract
subject to the call) or must meet the asset segregation  requirements  described
below as long as the call is  outstanding.  Even though an Underlying  Fund will
receive the option  premium to help  protect it against  loss, a call sold by an
Underlying  Fund  exposes an  Underlying  Fund  during the term of the option to
possible loss of opportunity to realize  appreciation in the market price of the
underlying  security or instrument and may require an Underlying  Fund to hold a
security or instrument which it might otherwise have sold.

                                       11
<PAGE>

         An  Underlying  Fund may  purchase  and sell put options on  securities
including  U.S.  Treasury  and agency  securities,  mortgage-backed  securities,
foreign sovereign debt, corporate debt securities,  equity securities (including
convertible  securities) and Eurodollar instruments (whether or not it holds the
above securities in its portfolio),  and on securities  indices,  currencies and
futures contracts other than futures on individual corporate debt and individual
equity securities. An Underlying Fund will not sell put options if, as a result,
more than 50% of the Underlying Fund's assets would be required to be segregated
to cover its potential  obligations under such put options other than those with
respect to futures and options thereon. In selling put options,  there is a risk
that an  Underlying  Fund may be  required to buy the  underlying  security at a
disadvantageous price above the market price.

General  Characteristics  of Futures.  Certain  Underlying  Funds may enter into
futures  contracts or purchase or sell put and call options on such futures as a
hedge against  anticipated  interest rate, currency or equity market changes and
for duration management,  for risk management,  and return enhancement purposes.
Futures are generally  bought and sold on the  commodities  exchanges where they
are listed, with payment of initial and variation margin as described below. The
sale of a futures  contract  creates a firm obligation by an Underlying Fund, as
seller,  to deliver to the buyer the specific type of  instrument  called for in
the contract at a specific  future time for a specified  price (or, with respect
to index futures and Eurodollar  instruments,  the net cash amount).  Options on
futures  contracts are similar to options on securities except that an option on
a futures  contract gives the purchaser the right in return for the premium paid
to assume a position in a futures  contract and  obligates the seller to deliver
such position.

         An  Underlying  Fund's use of futures and options  thereon  will in all
cases be consistent with applicable  regulatory  requirements  and in particular
the rules and regulations of the Commodity  Futures Trading  Commission and will
be entered  into for bona fide  hedging,  risk  management  (including  duration
management)  or other  portfolio  management  and return  enhancement  purposes.
Typically,  maintaining a futures contract or selling an option thereon requires
an Underlying Fund to deposit with a financial  intermediary as security for its
obligations an amount of cash or other specified  assets (initial  margin) which
initially is typically 1% to 10% of the face amount of the contract  (but may be
higher in some circumstances).  Additional cash or assets (variation margin) may
be required to be  deposited  thereafter  on a daily basis as the mark to market
value of the contract fluctuates. The purchase of an option on financial futures
involves  payment of a premium for the option without any further  obligation on
the part of an Underlying  Fund. If an Underlying  Fund exercises an option on a
futures  contract it will be  obligated to post  initial  margin (and  potential
subsequent variation margin) for the resulting futures position just as it would
for any position. Futures contracts and options thereon are generally settled by
entering into an offsetting  transaction  but there can be no assurance that the
position can be offset prior to settlement at an  advantageous  price,  nor that
delivery will occur.

         An  Underlying  Fund will not enter into a futures  contract or related
option (except for closing transactions) if, immediately thereafter,  the sum of
the amount of its initial  margin and  premiums on open  futures  contracts  and
options thereon would exceed 5% of the Underlying  Fund's total assets (taken at
current  value);  however,  in the case of an option that is in-the-money at the
time of the purchase, the in-the-money amount may be excluded in calculating the
5% limitation.  The segregation  requirements  with respect to futures contracts
and options thereon are described below.

Warrants.  The  Underlying  Fund may invest in warrants up to 5% of the value of
its total  assets.  The  holder of a warrant  has the right,  until the  warrant
expires,  to  purchase  a given  number of shares  of a  particular  issuer at a
specified price.  Such investments can provide a greater potential for profit or
loss  than an  equivalent  investment  in the  underlying  security.  Prices  of
warrants  do not  necessarily  move,  however,  in tandem with the prices of the
underlying   securities  and  are,  therefore,   considered  to  be  speculative
investments.  Warrants  pay no  dividends  and  confer  no rights  other  than a
purchase  option.  Thus,  if a  warrant  held by an  Underlying  Fund  were  not
exercised  by the date of its  expiration,  the  Underlying  Fund would lose the
entire purchase price of the warrant.

Options on Securities  Indices and Other Financial  Indices.  Certain Underlying
Funds also may purchase and sell call and put options on securities  indices and
other financial  indices and in so doing can achieve many of the same objectives
it  would  achieve  through  the  sale or  purchase  of  options  on  individual
securities  or other  instruments.  Options  on  securities  indices  and  other
financial  indices  are  similar to options  on a security  or other  instrument
except  that,  rather  than  settling by  physical  delivery  of the  underlying
instrument,  they settle by cash  settlement,  i.e., an option on an index gives
the holder the right to receive,  upon exercise of the option, an amount of cash
if the closing level of the index upon which the option is based exceeds, in the
case of a call, or is less than, in the case of a put, the exercise price of the
option  (except  if,  in  the  case  of an  OTC  option,  physical  delivery  is
specified).  This amount of cash is equal to the excess of the closing  price of
the index over the exercise price of the option, which also may be multiplied by
a formula  value.  The  seller of the  option is  obligated,  in return  for the
premium received, to make delivery of this amount. The gain or loss on an option
on an index depends on price movements in the instruments  making up the market,
market

                                       12
<PAGE>

segment,  industry or other  composite on which the  underlying  index is based,
rather  than  price  movements  in  individual  securities,  as is the case with
respect to options on securities.

Currency   Transactions.   Certain  Underlying  Funds  may  engage  in  currency
transactions  with  Counterparties,  primarily in order to hedge,  or manage the
risk of, the value of portfolio  holdings  denominated in particular  currencies
against  fluctuations in relative value.  Currency  transactions include forward
currency  contracts,  exchange listed currency futures,  exchange listed and OTC
options on currencies,  and currency swaps. A forward currency contract involves
a privately  negotiated  obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash flows
based on the  notional  difference  among two or more  currencies  and  operates
similarly to an interest rate swap, which is described below. An Underlying Fund
may enter into currency transactions with Counterparties which have received (or
the guarantors of the obligations of which have received) a credit rating of A-1
or P-1 by S&P or Moody's,  respectively,  or that have an equivalent rating from
an NRSRO or are determined to be of equivalent credit quality by the Adviser.

         An Underlying  Fund's dealings in forward currency  contracts and other
currency  transactions  such as futures,  options,  options on futures and swaps
generally will be limited to hedging  involving either specific  transactions or
portfolio positions. Transaction hedging is entering into a currency transaction
with respect to specific assets or liabilities of an Underlying Fund, which will
generally  be used in  connection  with the  purchase  or sale of its  portfolio
securities or the receipt of income therefrom. Position hedging is entering into
a currency transaction with respect to portfolio security positions  denominated
or generally quoted in that currency.

         An Underlying Fund generally will not enter into a transaction to hedge
currency exposure to an extent greater,  after netting all transactions intended
wholly or partially  to offset other  transactions,  than the  aggregate  market
value (at the time of entering into the  transaction)  of the securities held in
its  portfolio  that  are  denominated  or  generally  quoted  in  or  currently
convertible  into such  currency,  other than with  respect to proxy  hedging or
cross hedging as described below.

         An  Underlying  Fund may also  cross-hedge  currencies by entering into
transactions  to purchase or sell one or more  currencies  that are  expected to
decline in value relative to other currencies to which an Underlying Fund has or
in which an Underlying Fund expects to have portfolio exposure.

         To reduce the effect of currency  fluctuations on the value of existing
or anticipated  holdings of portfolio  securities,  an Underlying  Fund may also
engage in proxy hedging.  Proxy hedging is often used when the currency to which
an  Underlying  Fund's  portfolio  is exposed is  difficult to hedge or to hedge
against the dollar.  Proxy hedging entails  entering into a forward  contract to
sell a currency whose changes in value are generally  considered to be linked to
a currency or currencies in which some or all of an Underlying  Fund's portfolio
securities are or are expected to be denominated,  and to buy U.S. dollars.  The
amount of the  contract  would not  exceed  the  value of an  Underlying  Fund's
securities  denominated  in  linked  currencies.  For  example,  if the  Adviser
considers that the Austrian schilling is linked to the German  deutschemark (the
"D-mark"), an Underlying Fund holds securities denominated in schillings and the
Adviser  believes  that the value of  schillings  will decline  against the U.S.
dollar,  the Adviser may enter into a contract to sell  D-marks and buy dollars.
Currency  hedging  involves some of the same risks and  considerations  as other
transactions  with  similar  instruments.  Currency  transactions  can result in
losses to an Underlying Fund if the currency being hedged fluctuates in value to
a degree or in a direction that is not anticipated.  Further,  there is the risk
that the perceived linkage between various  currencies may not be present or may
not be present during the particular time that an Underlying Fund is engaging in
proxy hedging. If an Underlying Fund enters into a currency hedging transaction,
an Underlying Fund will comply with the asset segregation requirements described
below.

Risks of  Currency  Transactions.  Currency  transactions  are  subject to risks
different from those of other portfolio  transactions.  Because currency control
is of great  importance  to the  issuing  governments  and  influences  economic
planning and policy, purchases and sales of currency and related instruments can
be  negatively  affected  by  government  exchange  controls,   blockages,   and
manipulations or exchange restrictions imposed by governments.  These can result
in losses to an Underlying  Fund if it is unable to deliver or receive  currency
or funds in settlement of obligations and could also cause hedges it has entered
into to be rendered  useless,  resulting  in full  currency  exposure as well as
incurring  transaction costs. Buyers and sellers of currency futures are subject
to the  same  risks  that  apply  to  the  use of  futures  generally.  Further,
settlement of a currency  futures  contract for the purchase of most  currencies
must occur at a bank based in the issuing  nation.  Trading  options on currency
futures is relatively  new, and the ability to establish and close out positions
on such options is subject to the  maintenance  of a liquid market which may not
always be available.  Currency  exchange  rates may  fluctuate  based on factors
extrinsic to that country's economy.

                                       13
<PAGE>

Combined  Transactions.   Certain  Underlying  Funds  may  enter  into  multiple
transactions,   including  multiple  options   transactions,   multiple  futures
transactions,   multiple  currency  transactions   (including  forward  currency
contracts)  and multiple  interest  rate  transactions  and any  combination  of
futures,   options,   currency  and  interest  rate  transactions   ("component"
transactions), instead of a single Strategic Transaction, as part of a single or
combined  strategy  when,  in the  opinion  of the  Adviser,  it is in the  best
interests of an Underlying  Fund to do so. A combined  transaction  will usually
contain elements of risk that are present in each of its component transactions.
Although combined  transactions are normally entered into based on the Adviser's
judgment  that the  combined  strategies  will  reduce  risk or  otherwise  more
effectively  achieve the desired portfolio  management goal, it is possible that
the combination  will instead  increase such risks or hinder  achievement of the
portfolio management objective.

Swaps,  Caps,  Floors and Collars.  Among the Strategic  Transactions into which
certain Underlying Funds may enter are interest rate, currency,  index and other
swaps  and  the  purchase  or sale of  related  caps,  floors  and  collars.  An
Underlying Fund expects to enter into these transactions primarily to preserve a
return or spread on a  particular  investment  or portion of its  portfolio,  to
protect against currency fluctuations,  as a duration management technique or to
protect  against any  increase in the price of  securities  an  Underlying  Fund
anticipates  purchasing  at a later  date.  An  Underlying  Fund  will  not sell
interest  rate  caps or  floors  where  it  does  not own  securities  or  other
instruments  providing the income stream an Underlying  Fund may be obligated to
pay. Interest rate swaps involve the exchange by an Underlying Fund with another
party of their  respective  commitments  to pay or receive  interest,  e.g.,  an
exchange of floating  rate  payments for fixed rate  payments  with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.

         An Underlying Fund will usually enter into swaps on a net basis,  i.e.,
the two payment  streams are netted out in a cash settlement on the payment date
or dates  specified in the  instrument,  with the  Underlying  Fund receiving or
paying, as the case may be, only the net amount of the two payments. Inasmuch as
each Underlying Fund will segregate assets (or enter into offsetting  positions)
to cover its obligations under swaps, the Adviser and an Underlying Fund believe
such  obligations do not constitute  senior  securities  under the 1940 Act and,
accordingly, will not treat them as being subject to its borrowing restrictions.
An  Underlying  Fund  will  not  enter  into any  swap,  cap,  floor  or  collar
transaction unless, at the time of entering into such transaction, the unsecured
long-term debt of the Counterparty,  combined with any credit  enhancements,  is
rated at least A by S&P or  Moody's or has an  equivalent  rating  from  another
NRSRO or is  determined to be of equivalent  credit  quality by the Adviser.  If
there is a default by the Counterparty,  an Underlying Fund may have contractual
remedies pursuant to the agreements related to the transaction.  The swap market
has  grown  substantially  in  recent  years  with a large  number  of banks and
investment  banking  firms  acting both as  principals  and as agents  utilizing
standardized  swap  documentation.  As a  result,  the swap  market  has  become
relatively  liquid.  Caps,  floors and collars are more recent  innovations  for
which  standardized   documentation  has  not  yet  been  fully  developed  and,
accordingly, they are less liquid than swaps.

Eurodollar  Instruments.  Certain  Underlying  Funds  may  make  investments  in
Eurodollar  instruments.  Eurodollar  instruments  are  U.S.  dollar-denominated
futures  contracts or options  thereon which are linked to the London  Interbank
Offered Rate ("LIBOR"),  although foreign  currency-denominated  instruments are
available from time to time.  Eurodollar  futures contracts enable purchasers to
obtain a fixed rate for the  lending of funds and sellers to obtain a fixed rate
for borrowings.  An Underlying Fund might use Eurodollar  futures  contracts and
options  thereon to hedge against  changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.

Risks of Strategic  Transactions  Outside the U.S.  When  conducted  outside the
U.S., Strategic  Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities,  currencies and other instruments.  The value of such positions also
could be adversely affected by: (i) other complex foreign  political,  legal and
economic factors,  (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in an Underlying Fund's ability to act upon
economic events  occurring in foreign markets during  non-business  hours in the
U.S.,  (iv) the  imposition  of  different  exercise  and  settlement  terms and
procedures  and  margin  requirements  than in the U.S.,  and (v) lower  trading
volume and liquidity.

                                       14
<PAGE>

Use of Segregated and Other Special Accounts.  Many Strategic  Transactions,  in
addition to other requirements, require that an Underlying Fund segregate liquid
assets with its custodian to the extent the Underlying  Fund's  obligations  are
not otherwise "covered" through ownership of the underlying security,  financial
instrument or currency. In general,  either the full amount of any obligation by
the  Underlying  Fund to pay or deliver  securities or assets must be covered at
all times by the securities,  instruments or currency  required to be delivered,
or,  subject  to any  regulatory  restrictions,  an  amount  of cash  or  liquid
securities  at least  equal to the  current  amount  of the  obligation  must be
segregated  with  the  custodian.  The  segregated  assets  cannot  be  sold  or
transferred  unless equivalent assets are substituted in their place or it is no
longer  necessary to segregate  them.  For example,  a call option written by an
Underlying Fund will require the Underlying Fund to hold the securities  subject
to the call  (or  securities  convertible  into the  needed  securities  without
additional  consideration)  or to  segregate  liquid  securities  sufficient  to
purchase and deliver the securities if the call is exercised. A call option sold
by an  Underlying  Fund on an  index  will  require  an  Underlying  Fund to own
portfolio  securities  which  correlate  with the index or to  segregate  liquid
assets  equal to the  excess of the index  value  over the  exercise  price on a
current basis. A put option written by an Underlying Fund requires an Underlying
Fund to segregate liquid assets equal to the exercise price.

         Except when an Underlying  Fund enters into a forward  contract for the
purchase  or sale of a security  denominated  in a  particular  currency,  which
requires no segregation, a currency contract which obligates the Underlying Fund
to buy or sell currency will generally  require the  Underlying  Fund to hold an
amount of that currency or liquid securities  denominated in that currency equal
to the Underlying Fund's  obligations or to segregate liquid assets equal to the
amount of an Underlying Fund's obligation.

         OTC options  entered into by an  Underlying  Fund,  including  those on
securities,  currency,  financial  instruments  or  indices  and OCC  issued and
exchange listed index options, will generally provide for cash settlement.  As a
result,  when an Underlying Fund sells these  instruments it will only segregate
an  amount  of  assets  equal to its  accrued  net  obligations,  as there is no
requirement  for  payment or  delivery  of amounts in excess of the net  amount.
These  amounts  will  equal  100% of the  exercise  price  in the  case of a non
cash-settled  put,  the  same  as an OCC  guaranteed  listed  option  sold by an
Underlying Fund, or the in-the-money amount plus any sell-back formula amount in
the case of a  cash-settled  put or call. In addition,  when an Underlying  Fund
sells a call option on an index at a time when the  in-the-money  amount exceeds
the exercise price, an Underlying Fund will segregate,  until the option expires
or is closed out, cash or cash  equivalents  equal in value to such excess.  OCC
issued and exchange  listed options sold by an Underlying  Fund other than those
above  generally  settle with physical  delivery,  or with an election of either
physical  delivery or cash settlement  and, in connection with such options,  an
Underlying  Fund will  segregate  an amount of assets equal to the full value of
the option. OTC options settling with physical delivery,  or with an election of
either  physical  delivery or cash  settlement will be treated the same as other
options settling with physical delivery.

         In the case of a futures  contract or an option thereon,  an Underlying
Fund must deposit initial margin and possible daily variation margin in addition
to segregating  assets  sufficient to meet its obligation to purchase or provide
securities  or  currencies,  or to pay the amount owed at the  expiration  of an
index-based futures contract. Such assets may consist of cash or liquid assets.

         With respect to swaps, an Underlying Fund will accrue the net amount of
the excess,  if any, of its obligations  over its  entitlements  with respect to
each  swap on a daily  basis  and will  segregate  an  amount  of cash or liquid
securities having a value equal to the accrued excess.  Caps, floors and collars
require  segregation  of assets with a value equal to an  Underlying  Fund's net
obligation, if any.

         Strategic  Transactions  may be covered by other means when  consistent
with  applicable  regulatory  policies.  An Underlying  Fund may also enter into
offsetting  transactions  so  that  its  combined  position,  coupled  with  any
segregated assets, equals its net outstanding  obligation in related options and
Strategic  Transactions.  For example,  an Underlying  Fund could purchase a put
option if the strike  price of that option is the same or higher than the strike
price of a put option sold by the Underlying  Fund.  Moreover,  if an Underlying
Fund held a futures or forward contract instead of segregating  assets, it could
purchase a put option on the same  futures  or  forward  contract  with a strike
price as high or higher than the price of the  contract  held.  Other  Strategic
Transactions may also be offset in combinations.  If the offsetting  transaction
terminates at the time of or after the primary  transaction  no  segregation  is
required, but if it terminates prior to such time, assets equal to any remaining
obligation would need to be segregated.

Dollar Roll Transactions.  Certain Underlying Funds may enter into "dollar roll"
transactions,  which  consist  of the  sale by an  Underlying  Fund to a bank or
broker/dealers   (the    "counterparty")   of   GNMA   certificates   or   other
mortgage-backed  securities  together  with a  commitment  to purchase  from the
counterparty  similar,  but not  identical,  securities at a future date, at the
same price.  The  counterparty  receives all  principal  and interest  payments,
including  prepayments,  made  on

                                       15
<PAGE>

the security while it is the holder. The Underlying Fund receives a fee from the
counterparty  as  consideration  for entering  into the  commitment to purchase.
Dollar  rolls may be renewed  over a period of several  months  with a different
purchase and repurchase  price fixed and a cash  settlement made at each renewal
without  physical  delivery of  securities.  Moreover,  the  transaction  may be
preceded by a firm  commitment  agreement  pursuant to which the Underlying Fund
agrees to buy a security on a future date.

         An  Underlying  Fund  will not use  such  transactions  for  leveraging
purposes and,  accordingly,  will  segregate  cash or liquid assets in an amount
sufficient  to  meet  its  purchase  obligations  under  the  transactions.   An
Underlying  Fund will also  maintain  asset  coverage  of at least  300% for all
outstanding firm commitments, dollar rolls and other borrowings.

         Dollar rolls are treated for purposes of the 1940 Act as  borrowings by
an Underlying  Fund because they involve the sale of a security  coupled with an
agreement to repurchase.  Like all  borrowings,  a dollar roll involves costs to
the Underlying  Fund. For example,  while the Underlying  Fund receives a fee as
consideration  for agreeing to repurchase  the  security,  the  Underlying  Fund
forgoes the right to receive  all  principal  and  interest  payments  while the
counterparty  holds the security.  These payments to the counterparty may exceed
the fee  received by the  Underlying  Fund,  thereby  effectively  charging  the
Underlying Fund interest on its borrowing. Further, although the Underlying Fund
can estimate the amount of expected  principal  prepayment  over the term of the
dollar roll, a variation in the actual  amount of prepayment  could  increase or
decrease the cost of the Underlying Fund's borrowing.

         The entry into dollar rolls involves  potential  risks of loss that are
different from those related to the securities underlying the transactions.  For
example,  if the counterparty  becomes insolvent,  an Underlying Fund's right to
purchase from the counterparty might be restricted.  Additionally,  the value of
such  securities  may change  adversely  before the  Underlying  Fund is able to
purchase  them.  Similarly,  the  Underlying  Fund may be  required  to purchase
securities in connection with a dollar roll at a higher price than may otherwise
be available on the open market.  Since,  as noted above,  the  counterparty  is
required to deliver a similar,  but not  identical  security  to the  Underlying
Fund, the security that the Underlying  Fund is required to buy under the dollar
roll may be worth  less than an  identical  security.  Finally,  there can be no
assurance  that an  Underlying  Fund's use of the cash that it  receives  from a
dollar roll will provide a return that exceeds borrowing costs.

         The  Directors/Trustees of the Underlying Funds have adopted guidelines
to ensure that those securities  received are  substantially  identical to those
sold.  To reduce the risk of  default,  an  Underlying  Fund will engage in such
transactions only with counterparties selected pursuant to such guidelines.

Indexed  Securities.  Certain Underlying Funds may invest in indexed securities,
the value of which is linked to currencies, interest rates, commodities, indices
or other financial indicators ("reference instruments"). Most indexed securities
have maturities of three years or less.

         Indexed  securities differ from other types of debt securities in which
an Underlying Fund may invest in several respects.  First, the interest rate or,
unlike other debt  securities,  the principal  amount  payable at maturity of an
indexed  security may vary based on changes in one or more  specified  reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency  exchange  rates between two  currencies  (neither of which need be the
currency in which the instrument is denominated).  The reference instrument need
not be related to the terms of the indexed security.  For example, the principal
amount of a U.S.  dollar  denominated  indexed  security  may vary  based on the
exchange rate of two foreign  currencies.  An indexed security may be positively
or negatively indexed;  that is, its value may increase or decrease if the value
of the  reference  instrument  increases.  Further,  the change in the principal
amount payable or the interest rate of an indexed  security may be a multiple of
the  percentage  change  (positive or  negative) in the value of the  underlying
reference instrument(s).

         Investment in indexed securities involves certain risks. In addition to
the credit risk of the  security's  issuer and the normal risks of price changes
in  response  to changes in  interest  rates,  the  principal  amount of indexed
securities  may  decrease  as a result  of  changes  in the  value of  reference
instruments.  Further,  in the case of certain  indexed  securities in which the
interest  rate is linked to a reference  instrument,  the  interest  rate may be
reduced to zero, and any further  declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be  more  volatile  than  the  reference  instruments   underlying  the  indexed
securities.

When-Issued  Securities.  Certain Underlying Funds may purchase  securities on a
"when-issued"  or "forward  delivery"  basis for payment and delivery at a later
date. The price of such securities, which is generally expressed in yield terms,
is generally  fixed at the time the commitment to purchase is made, but delivery
and payment for the when-issued or

                                       16
<PAGE>

forward  delivery  securities  takes  place at a later  date.  During the period
between purchase and settlement, no payment is made by an Underlying Fund to the
issuer and no interest on the when-issued or forward delivery securities accrues
to the  Underlying  Fund. To the extent that assets of the  Underlying  Fund are
held in cash pending the settlement of a purchase of securities,  the Underlying
Fund will earn no income;  however,  it is the Underlying Fund's intention to be
fully  invested to the extent  practicable  and subject to the  policies  stated
above. While when-issued or forward delivery securities may be sold prior to the
settlement  date, the Underlying  Fund intends to purchase such  securities with
the  purpose of actually  acquiring  them unless a sale  appears  desirable  for
investment  reasons.  At the time the  Underlying  Fund makes the  commitment to
purchase a security on a when-issued or forward  delivery  basis, it will record
the  transaction  and reflect the value of the security in  determining  its net
asset value.  At the time of settlement,  the market value of the when-issued or
forward  delivery  securities may be more or less than the purchase  price.  The
Underlying  Fund does not  believe  that its net asset  value or income  will be
adversely  affected by its purchase of securities  on a  when-issued  or forward
delivery basis.

Short Sales Against the Box.  Certain  Underlying  Funds may make short sales of
common stocks if, at all times when a short position is open, an Underlying Fund
owns the  stock or owns  preferred  stocks  or debt  securities  convertible  or
exchangeable,  without  payment  of  further  consideration,  into the shares of
common stock sold short. Short sales of this kind are referred to as short sales
"against  the box." The  broker/dealer  that  executes  a short  sale  generally
invests cash  proceeds of the sale until they are paid to the  Underlying  Fund.
Arrangements  may be made with the  broker/dealer  to  obtain a  portion  of the
interest  earned by the broker on the  investment  of short sale  proceeds.  The
Underlying  Fund will segregate the common stock or convertible or  exchangeable
preferred stock or debt securities in a special account with the Custodian.

Foreign  Securities.  Certain Underlying Funds may invest in foreign securities.
The Adviser believes that  diversification  of assets on an international  basis
may decrease the degree to which events in any one country,  including the U.S.,
will affect an investor's entire investment  holdings.  In certain periods since
World War II, many leading  foreign  economies and foreign stock market  indices
have grown more  rapidly  than the U.S.  economy and leading  U.S.  stock market
indices,  although  there  can be no  assurance  that  this  will be true in the
future. Investors should recognize that investing in foreign securities involves
certain special  considerations,  including those set forth below, which are not
typically  associated with investing in U.S.  securities and which may favorably
or unfavorably affect an Underlying Fund's performance. As foreign companies are
not generally subject to uniform  accounting,  auditing and financial  reporting
standards, practices and requirements comparable to those applicable to domestic
companies,  there may be less  publicly  available  information  about a foreign
company than about a domestic company.  Many foreign securities  markets,  while
growing in volume of trading activity,  have  substantially less volume than the
U.S.  market,  and  securities of some foreign  issuers are less liquid and more
volatile than securities of domestic issuers. Similarly, volume and liquidity in
most foreign bond markets is less than in the U.S. and, at times,  volatility of
price  can be  greater  than in the  U.S.  Fixed  commissions  on  some  foreign
securities  exchanges  and bid to asked  spreads in  foreign  bond  markets  are
generally  higher  than  commissions  or bid to asked  spreads on U.S.  markets,
although an  Underlying  Fund will  endeavor to achieve the most  favorable  net
results on its  portfolio  transactions.  There is generally  less  governmental
supervision and regulation of securities exchanges, brokers and listed companies
in most  foreign  countries  than in the U.S.  It may be more  difficult  for an
Underlying  Fund's agents to keep currently  informed about corporate actions in
foreign  countries  which  may  affect  the  prices  of  portfolio   securities.
Communications  between the U.S. and foreign countries may be less reliable than
within the U.S.,  thus  increasing the risk of delayed  settlements of portfolio
transactions  or loss of  certificates  for  portfolio  securities.  Payment for
securities  without  delivery  may be required in certain  foreign  markets.  In
addition, with respect to certain foreign countries, there is the possibility of
expropriation  or confiscatory  taxation,  political or social  instability,  or
diplomatic  developments which could affect U.S. investments in those countries.
Moreover,  individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national  product,  rate of
inflation,  capital  reinvestment,  resource  self-sufficiency  and  balance  of
payments  position.  The management of an Underlying  Fund seeks to mitigate the
risks   associated  with  the  foregoing   considerations   through   continuous
professional management.

Foreign  Currencies.  Because  investments  in foreign  securities  usually will
involve  currencies of foreign  countries,  and because certain Underlying Funds
may hold foreign currencies and forward contracts, futures contracts and options
on foreign currencies and foreign currency futures  contracts,  the value of the
assets of such  Underlying  Fund as  measured  in U.S.  dollars  may be affected
favorably  or  unfavorably  by changes in foreign  currency  exchange  rates and
exchange  control  regulations,  and the  Underlying  Fund  may  incur  costs in
connection with conversions between various  currencies.  Although an Underlying
Fund  values its assets  daily in terms of U.S.  dollars,  it does not intend to
convert its holdings of foreign  currencies into U.S.  dollars on a daily basis.
It will do so from time to time,  and investors  should be aware of the costs of
currency  conversion.  Although foreign exchange dealers do not charge a fee for
conversion,  they do realize a profit  based on the  difference  (the  "spread")
between  the prices at which they are buying  and  selling  various

                                       17
<PAGE>

currencies. Thus, a dealer may offer to sell a foreign currency to an Underlying
Fund at one rate, while offering a lesser rate of exchange should the Underlying
Fund desire to resell  that  currency to the  dealer.  An  Underlying  Fund will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency  exchange  market,  or
through  entering  into  options or forward or futures  contracts to purchase or
sell foreign currencies.

Investing in Emerging Markets. Most emerging securities markets in which certain
Underlying Funds may invest,  may have substantially less volume and are subject
to less governmental  supervision than U.S.  securities  markets.  Securities of
many  issuers in  emerging  markets may be less  liquid and more  volatile  than
securities of comparable domestic issuers. In addition, there is less regulation
of securities  exchanges,  securities dealers, and listed and unlisted companies
in emerging markets than in the United States.

         Emerging   markets  also  have   different   clearance  and  settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to keep pace with the volume of securities  transactions.  Delays in
settlement could result in temporary  periods when a portion of the assets of an
Underlying Fund is uninvested and no cash is earned thereon. The inability of an
Underlying Fund to make intended security  purchases due to settlement  problems
could cause the Underlying  Fund to miss  attractive  investment  opportunities.
Inability to dispose of portfolio  securities  due to settlement  problems could
result either in losses to the  Underlying  Fund due to  subsequent  declines in
value of the portfolio  security or, if the  Underlying  Fund has entered into a
contract  to sell the  security,  could  result  in  possible  liability  to the
purchaser.   Costs  associated  with  transactions  in  foreign  securities  are
generally  higher than costs  associated with  transactions in U.S.  securities.
Such  transactions  also  involve  additional  costs for the purchase or sale of
foreign currency.

         Foreign  investment  in certain  emerging  market debt  obligations  is
restricted or controlled to varying degrees.  These restrictions or controls may
at times limit or preclude  foreign  investment in certain emerging markets debt
obligations and increase the costs and expenses of an Underlying  Fund.  Certain
emerging markets require prior  governmental  approval of investments by foreign
persons,  limit the  amount of  investment  by foreign  persons in a  particular
company,  limit the  investment by foreign  persons only to a specific  class of
securities of a company that may have less advantageous  rights than the classes
available  for  purchase  by   domiciliaries  of  the  countries  and/or  impose
additional  taxes  on  foreign  investors.  Certain  emerging  markets  may also
restrict  investment  opportunities in issuers in industries deemed important to
national interest.

         Certain  emerging  markets may require  governmental  approval  for the
repatriation  of  investment  income,  capital  or  the  proceeds  of  sales  of
securities by foreign investors.  In addition,  if a deterioration  occurs in an
emerging  market's  balance of payments or for other  reasons,  a country  could
impose temporary restrictions on foreign capital remittances. An Underlying Fund
could be  adversely  affected by delays in, or a refusal to grant,  any required
governmental approval for repatriation of capital, as well as by the application
to the Underlying Fund of any restrictions on investments.

         In the course of investment  in emerging  market debt  obligations,  an
Underlying  Fund will be  exposed  to the  direct or  indirect  consequences  of
political,  social  and  economic  changes  in one  or  more  emerging  markets.
Political  changes in emerging market countries may affect the willingness of an
emerging  market  country's  governmental  issuer to make or provide  for timely
payments of its obligations.  The country's  economic  status,  as reflected in,
among other things,  its inflation rate, the amount of its external debt and its
gross domestic product, also affects its ability to honor its obligations. While
an Underlying Fund will manage its assets in a manner that will seek to minimize
the exposure to such risks,  and will further reduce risk by owning the bonds of
many  issuers,  there can be no  assurance  that  adverse  political,  social or
economic changes will not cause the Underlying Fund to suffer a loss of value in
respect of the securities in the Underlying Fund's portfolio.

         The risk also exists that an  emergency  situation  may arise in one or
more emerging  markets as a result of which  trading of securities  may cease or
may be substantially curtailed and prices for an Underlying Fund's securities in
such markets may not be readily  available.  The  Trust/Corporation  may suspend
redemption  of its shares for any period  during which an emergency  exists,  as
determined  by  the  Securities  and  Exchange  Commission  (the  "Commission").
Accordingly  if the  Underlying  Fund  believes that  appropriate  circumstances
exist,  it will promptly  apply to the Commission  for a  determination  that an
emergency is present.  During the period  commencing from the Underlying  Fund's
identification  of such  condition  until  the date of  Commission  action,  the
Underlying  Fund's  securities  in the  affected  markets will be valued at fair
value  determined  in good  faith  by or under  the  direction  of the  Board of
Trustees/Directors of the Trust/Corporation.

                                       18
<PAGE>

         Volume and  liquidity in most foreign bond markets are less than in the
United States and securities of many foreign  companies are less liquid and more
volatile than  securities of comparable  U.S.  companies.  Fixed  commissions on
foreign securities exchanges are generally higher than negotiated commissions on
U.S.  exchanges,  although  an  Underlying  Fund  endeavors  to achieve the most
favorable net results on its  portfolio  transactions.  There is generally  less
governmental  supervision  and  regulation  of business and industry  practices,
securities exchanges,  brokers,  dealers and listed companies than in the United
States.  Mail service  between the United  States and foreign  countries  may be
slower or less reliable than within the United States,  thus increasing the risk
of delayed  settlements of portfolio  transactions or loss of  certificates  for
portfolio  securities.  In addition,  with respect to certain emerging  markets,
there is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments which could affect the Underlying
Fund's  investments in those  countries.  Moreover,  individual  emerging market
economies  may differ  favorably or  unfavorably  from the U.S.  economy in such
respects  as  growth  of gross  national  product,  rate of  inflation,  capital
reinvestment,  resource  self-sufficiency and balance of payments position.  The
chart below sets forth the risk ratings of selected  emerging market  countries'
sovereign debt securities.

   Sovereign Risk Ratings for Selected Emerging Market Countries as of 1/15/98
        (Source: J.P. Morgan Securities, Inc., Emerging Markets Research)

          Country                   Moody's                 Standard & Poor's
          -------                   -------                 -----------------

          Chile                     Baa1                    A-
          Turkey                    B1                      B
          Mexico                    Ba2                     BB
          Czech Republic            Baa1                    A
          Hungary                   Baa3                    BBB-
          Colombia                  Baa3                    BBB-
          Venezuela                 Ba2                     B+
          Morocco                   NR                      NR
          Argentina                 Ba3                     BB
          Brazil                    B1                      BB-
          Poland                    Baa3                    BBB-
          Ivory Coast               NR                      NR

         An Underlying  Fund may have limited  legal  recourse in the event of a
default with respect to certain debt  obligations  it holds.  If the issuer of a
fixed-income security owned by the Underlying Fund defaults, the Underlying Fund
may incur  additional  expenses to seek  recovery.  Debt  obligations  issued by
emerging  market  country  governments  differ from debt  obligations of private
entities;  remedies from defaults on debt obligations  issued by emerging market
governments,  unlike those on private debt, must be pursued in the courts of the
defaulting  party itself.  The  Underlying  Fund's ability to enforce its rights
against private issuers may be limited.  The ability to attach assets to enforce
a judgment  may be limited.  Legal  recourse is therefore  somewhat  diminished.
Bankruptcy,  moratorium and other similar laws  applicable to private issuers of
debt obligations may be  substantially  different from those of other countries.
The political  context,  expressed as an emerging market  governmental  issuer's
willingness  to meet the  terms  of the  debt  obligation,  for  example,  is of
considerable importance. In addition, no assurance can be given that the holders
of  commercial  bank  debt  may not  contest  payments  to the  holders  of debt
obligations in the event of default under commercial bank loan agreements.  With
four  exceptions,  (Panama,  Cuba,  Costa  Rica and  Yugoslavia),  no  sovereign
emerging  markets  borrower has  defaulted on an external bond issue since World
War II.

         Income from securities held by an Underlying Fund could be reduced by a
withholding  tax at the source or other  taxes  imposed by the  emerging  market
countries in which the  Underlying  Fund makes its  investments.  An  Underlying
Fund's net asset  value may also be  affected by changes in the rates or methods
of  taxation  applicable  to the  Underlying  Fund or to  entities  in which the
Underlying Fund has invested. The Adviser will consider the cost of any taxes in
determining  whether to acquire any particular  investments,  but can provide no
assurance that the taxes will not be subject to change.

         Many emerging markets have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations  in  inflation  rates  have had and may  continue  to have  adverse
effects on the  economies  and  securities  markets of certain  emerging  market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain  countries.  Of these countries,  some, in recent years, have
begun to control inflation through prudent economic policies.

                                       19
<PAGE>

         Emerging market  governmental  issuers are among the largest debtors to
commercial banks, foreign governments, international financial organizations and
other financial institutions.  Certain emerging market governmental issuers have
not been able to make  payments of interest on or principal of debt  obligations
as those  payments have come due.  Obligations  arising from past  restructuring
agreements  may  affect  the  economic  performance  and  political  and  social
stability of those issuers.

         Governments  of many  emerging  market  countries  have  exercised  and
continue  to exercise  substantial  influence  over many  aspects of the private
sector through the ownership or control of many companies, including some of the
largest in any given country.  As a result,  governmental  actions in the future
could have a  significant  effect on economic  conditions  in emerging  markets,
which in turn, may adversely  affect  companies in the private  sector,  general
market  conditions  and prices and  yields of  certain of the  securities  in an
Underlying   Fund's    portfolio.    Expropriation,    confiscatory    taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments  have  occurred  frequently  over the  history of certain  emerging
markets and could  adversely  affect an  Underlying  Fund's  assets should these
conditions recur.

         The ability of emerging  market  country  governmental  issuers to make
timely payments on their obligations is likely to be influenced  strongly by the
issuer's balance of payments,  including export  performance,  and its access to
international  credits and  investments.  An emerging  market whose  exports are
concentrated  in a few  commodities  could be  vulnerable  to a  decline  in the
international   prices   of  one  or  more  of  those   commodities.   Increased
protectionism  on the part of an emerging  market's  trading partners could also
adversely  affect the country's  exports and diminish its trade account surplus,
if any. To the extent that emerging markets receive payment for their exports in
currencies other than dollars or non-emerging market currencies, their abilities
to make debt payments  denominated in dollars or non-emerging  market currencies
could be affected.

         To the extent that an emerging  market country cannot  generate a trade
surplus,   it  must  depend  on  continuing  loans  from  foreign   governments,
multilateral  organizations  or private  commercial  banks,  aid  payments  from
foreign  governments and inflows of foreign  investment.  The access of emerging
markets to these forms of external funding may not be certain,  and a withdrawal
of external  funding  could  adversely  affect the  capacity of emerging  market
country governmental issuers to make payments on their obligations. In addition,
the cost of  servicing  emerging  market debt  obligations  can be affected by a
change in international  interest rates since the majority of these  obligations
carry interest  rates that are adjusted  periodically  based upon  international
rates.

         Another factor bearing on the ability of emerging  market  countries to
repay debt  obligations is the level of  international  reserves of the country.
Fluctuations  in the  level of these  reserves  affect  the  amount  of  foreign
exchange  readily  available  for external  debt  payments and thus could have a
bearing on the capacity of emerging  market  countries to make payments on these
debt obligations.

Investing in Latin America.  The Adviser believes that investment  opportunities
may result  from  recent  trends in Latin  America  encouraging  greater  market
orientation and less governmental  intervention in economic affairs.  Investors,
however,  should be aware that the Latin  American  economies  have  experienced
considerable   difficulties  in  the  past  decade.  Although  there  have  been
significant  improvements in recent years, the Latin American economies continue
to experience  challenging  problems,  including high  inflation  rates and high
interest  rates  relative  to the  U.S.  The  emergence  of the  Latin  American
economies  and  securities  markets will require  continued  economic and fiscal
discipline  which  has been  lacking  at times in the  past,  as well as  stable
political   and  social   conditions.   Recovery  may  also  be   influenced  by
international economic conditions,  particularly those in the U.S., and by world
prices for oil and other commodities. There is no assurance that recent economic
initiatives will be successful.

         Certain risks associated with  international  investments and investing
in smaller,  developing  capital markets are heightened for investments in Latin
American  countries.  For  example,  some of the  currencies  of Latin  American
countries have experienced steady devaluations  relative to the U.S. dollar, and
major adjustments have been made in certain of these currencies periodically. In
addition,  although  there is a trend  toward  less  government  involvement  in
commerce,  governments  of many Latin  American  countries  have  exercised  and
continue  to exercise  substantial  influence  over many  aspects of the private
sector.  In certain cases, the government still owns or controls many companies,
including some of the largest in the country. Accordingly,  governmental actions
in the future could have a  significant  effect on economic  conditions in Latin
American  countries,   which  could  affect  private  sector  companies  and  an
Underlying  Fund, as well as the value of  securities  in an  Underlying  Fund's
portfolio.

         Certain  Latin  American  countries  are among the  largest  debtors to
commercial  banks and foreign  governments.  Some of these countries have in the
past defaulted on their sovereign debt.  Holders of sovereign debt (including an

                                       20
<PAGE>

Underlying  Fund) may be requested to  participate in the  rescheduling  of such
debt  and  to  extend  further  loans  to  governmental  entities.  There  is no
bankruptcy  proceeding by which  sovereign debt on which  governmental  entities
have defaulted may be collected in whole or in part.

         The portion of an Underlying  Fund's assets invested  directly in Chile
may be less than the  portions  invested  in other  countries  in Latin  America
because,  at present,  capital  invested in Chile normally cannot be repatriated
for as long as five years.

         The securities  markets of Latin American  countries are  substantially
smaller, less developed, less liquid and more volatile than the major securities
markets in the U.S.  Disclosure  and  regulatory  standards are in many respects
less  stringent  than U.S.  standards.  Furthermore,  there is a lower  level of
monitoring and regulation of the markets and the activities of investors in such
markets.

         The limited size of many Latin American  securities markets and limited
trading volume in the securities of Latin American issuers compared to volume of
trading in the  securities of U.S.  issuers could cause prices to be erratic for
reasons apart from factors that affect the soundness and  competitiveness of the
securities  issuers.  For  example,  limited  market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

         An  Underlying  Fund may invest a portion  of its assets in  securities
denominated in currencies of Latin American countries.  Accordingly,  changes in
the  value  of  these   currencies   against  the  U.S.  dollar  may  result  in
corresponding  changes in the U.S. dollar value of the Underlying  Fund's assets
denominated in those currencies.

         Some Latin American countries also may have managed  currencies,  which
are not free floating against the U.S. dollar.  In addition,  there is risk that
certain  Latin  American  countries  may restrict the free  conversion  of their
currencies into other currencies. Further, certain Latin American currencies may
not be  internationally  traded.  Certain of these currencies have experienced a
steep  devaluation  relative  to  the  U.S.  dollar.  Any  devaluations  in  the
currencies in which the Underlying  Fund's portfolio  securities are denominated
may have a detrimental impact on the Underlying Fund's net asset value.

         The  economies  of  individual  Latin  American  countries  may  differ
favorably or unfavorably  from the U.S.  economy in such respects as the rate of
growth of gross domestic product, the rate of inflation,  capital  reinvestment,
resource  self-sufficiency  and  balance of  payments  position.  Certain  Latin
American  countries have  experienced  high levels of inflation which can have a
debilitating effect on an economy, although some have begun to control inflation
in recent years through prudent economic  policies.  Furthermore,  certain Latin
American  countries  may impose  withholding  taxes on dividends  payable to the
Underlying Fund at a higher rate than those imposed by other foreign  countries.
This  may  reduce  the  Underlying   Fund's   investment  income  available  for
distribution to shareholders.

         Latin  America  is a  region  rich in  natural  resources  such as oil,
copper, tin, silver, iron ore, forestry, fishing, livestock and agriculture. The
region  has a  large  population  (roughly  300  million)  representing  a large
domestic market. Economic growth was strong in the 1960's and 1970's, but slowed
dramatically  (and in some  instances was negative) in the 1980's as a result of
poor economic policies,  higher international  interest rates, and the denial of
access to new foreign capital. Although a number of Latin American countries are
currently  experiencing lower rates of inflation and higher rates of real growth
in Gross  Domestic  Product  than they have in the past,  other  Latin  American
countries continue to experience significant problems,  including high inflation
rates and high interest  rates.  Capital flight has proven a persistent  problem
and  external  debt has been  forcibly  restructured.  Political  turmoil,  high
inflation,  capital repatriation restrictions,  and nationalization have further
exacerbated conditions.

         Governments  of  many  Latin  American  countries  have  exercised  and
continue  to exercise  substantial  influence  over many  aspects of the private
sector through the ownership or control of many companies, including some of the
largest in those countries. As a result,  government actions in the future could
have a significant  effect on economic  conditions  which may  adversely  affect
prices of certain portfolio securities.  Expropriation,  confiscatory  taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments,  such as military coups,  have occurred in the past and could also
adversely affect an Underlying Fund's investments in this region.

         Changes in political leadership,  the implementation of market oriented
economic policies,  such as privatization,  trade reform and fiscal and monetary
reform are among the recent steps taken to renew economic growth.  External debt
is being  restructured and flight capital  (domestic  capital that has left home
country)  has  begun  to  return.  Inflation  control

                                       21
<PAGE>

efforts  have also been  implemented.  Free Trade Zones are being  discussed  in
various  areas  around  the  region,  the most  notable  being a free zone among
Mexico,  the U.S.  and Canada and  another  zone  among  four  countries  in the
southernmost point of Latin America. Currencies are typically weak, but most are
now  relatively  free  floating,  and it is not  unusual for the  currencies  to
undergo wide  fluctuations in value over short periods of time due to changes in
the market.

Special Considerations Affecting the Pacific Basin. Certain Underlying Funds are
susceptible to political and economic factors affecting issuers in Pacific Basin
countries.  Many of the  countries  of the  Pacific  Basin are  developing  both
economically  and  politically.  Pacific  Basin  countries  may have  relatively
unstable  governments,  economies based on only a few commodities or industries,
and securities  markets  trading  infrequently  or in low volumes.  Some Pacific
Basin  countries  restrict  the extent to which  foreigners  may invest in their
securities  markets.  Securities  of  issuers  located  in  some  Pacific  Basin
countries tend to have volatile prices and may offer  significant  potential for
loss as well as gain.  Further,  certain  companies in the Pacific Basin may not
have firmly established product markets, may lack depth of management, or may be
more vulnerable to political or economic developments such as nationalization of
their own industries.

         Economies  of  individual  Pacific  Basin  countries  in which  certain
Underlying  Funds may invest,  may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
capital  reinvestment,  resource  self-sufficiency,  interest  rate levels,  and
balance of payments position. Of particular importance, most of the economies in
this region of the world are heavily  dependent  upon exports,  particularly  to
developed  countries,  and,  accordingly,  have  been  and  may  continue  to be
adversely affected by trade barriers,  managed  adjustments in relative currency
values, and other  protectionist  measures imposed or negotiated by the U.S. and
other  countries with which they trade.  These  economies also have been and may
continue to be negatively  impacted by economic conditions in the U.S. and other
trading  partners,  which can lower the demand for goods produced in the Pacific
Basin.

         With  respect to the  Peoples  Republic  of China and other  markets in
which  an  Underlying  Fund  may  participate,   there  is  the  possibility  of
nationalization,  expropriation  or confiscatory  taxation,  political  changes,
government regulation,  social instability or diplomatic developments that could
adversely impact a Pacific Basin country or the Underlying  Fund's investment in
that country.

         Trading  volume on  Pacific  Basin  stock  exchanges  outside of Japan,
although  increasing,  is  substantially  less  than in the U.S.  stock  market.
Further,  securities  of some Pacific  Basin  companies are less liquid and more
volatile than  securities of comparable  U.S.  companies.  Fixed  commissions on
Pacific Basin stock exchanges are generally  higher than negotiated  commissions
on U.S.  exchanges,  although an Underlying  Fund  endeavors to achieve the most
favorable net results on its portfolio  transactions and may be able to purchase
securities  in which the  Underlying  Fund may invest on other  stock  exchanges
where commissions are negotiable.

         Foreign companies, including Pacific Basin companies, are not generally
subject to uniform  accounting,  auditing  and  financial  reporting  standards,
practices and  disclosure  requirements  comparable to those  applicable to U.S.
companies.  Consequently, there may be less publicly available information about
such  companies  than about U.S.  companies.  Moreover,  there is generally less
governmental  supervision  and  regulation  of Pacific  Basin  stock  exchanges,
brokers, and listed companies than in the U.S.

Investing in Africa.  Many of the African countries in which certain  Underlying
Funds may invest are fraught with political instability. However, there has been
a trend over the past five years  toward  democratization.  Many  countries  are
moving  from  a  military  style,  Marxist,  or  single  party  government  to a
multi-party system. Still, there remain many countries that do not have a stable
political  process.  Other countries have been enmeshed in civil wars and border
clashes.

         Africa is a continent of roughly 50 countries  with a total  population
of  approximately  840 million people.  Literacy rates (the percentage of people
who are over 15 years of age and who can read and  write)  are  relatively  low,
ranging from 20% to 60%. The primary  industries include crude oil, natural gas,
manganese ore, phosphate, bauxite, copper, iron, diamond, cotton, coffee, cocoa,
timber, tobacco, sugar, tourism, and cattle.

         Economically, the Northern Rim countries (including Morocco, Egypt, and
Algeria) and Nigeria,  Zimbabwe and South Africa are the wealthier  countries on
the continent.  The market  capitalization  of these  countries has been growing
recently as more international companies invest in Africa and as local companies
start to list on the exchanges.  However, religious and ethnic strife has been a
significant source of instability.

                                       22
<PAGE>

         On the  other  end of the  economic  spectrum  are  countries,  such as
Burkina,  Madagascar, and Malawi, that are considered to be among the poorest or
least developed in the world.  These countries are generally  landlocked or have
poor natural  resources.  The  economies of many African  countries  are heavily
dependent on international  oil prices. Of all the African  industries,  oil has
been the  most  lucrative,  accounting  for 40% to 60% of many  countries'  GDP.
However,  general  decline  in oil  prices  has had an  adverse  impact  on many
economies.

Eastern  Europe.  Certain  Underlying  Funds may invest up to 5% of their  total
assets in the  securities of issuers  domiciled in Eastern  European  countries.
Investments in companies  domiciled in Eastern European countries may be subject
to potentially  greater risks than those of other foreign  issuers.  These risks
include (i) potentially less social, political and economic stability;  (ii) the
small  current  size of the  markets for such  securities  and the low volume of
trading,  which result in less liquidity and in greater price volatility;  (iii)
certain national  policies which may restrict the Underlying  Fund's  investment
opportunities,  including  restrictions  on  investment in issuers or industries
deemed sensitive to national interests;  (iv) foreign taxation;  (v) the absence
of  developed  legal  structures  governing  private  or foreign  investment  or
allowing for judicial redress for injury to private property;  (vi) the absence,
until  recently  in certain  Eastern  European  countries,  of a capital  market
structure or  market-oriented  economy;  and (vii) the  possibility  that recent
favorable  economic  developments in Eastern Europe may be slowed or reversed by
unanticipated  political or social events in such countries, or in the countries
of the former Soviet Union.

         Investments  in  such  countries  involve  risks  of   nationalization,
expropriation and confiscatory  taxation.  The Communist governments of a number
of East European countries expropriated large amounts of private property in the
past, in many cases without adequate compensation, and there may be no assurance
that  such  expropriation  will not  occur in the  future.  In the event of such
expropriation,  the  Underlying  Fund  could lose a  substantial  portion of any
investments  it has  made in the  affected  countries.  Further,  no  accounting
standards exist in East European  countries.  Finally,  even though certain East
European  currencies may be convertible into U.S. dollars,  the conversion rates
may be  artificial  to the  actual  market  values  and  may be  adverse  to the
Underlying Fund's shareholders.

Investing in Europe.  An Underlying  Fund's  performance  may be  susceptible to
political,  social and economic factors affecting issuers in European countries.
Such factors may include,  but are not limited to: growth of GDP or GNP, rate of
inflation,  capital  reinvestment,  resource  self-sufficiency  and  balance  of
payments  position,  as well as  interest  and  monetary  exchange  rates  among
European countries.

         Eastern European  countries and certain Southern European countries are
considered  to be  emerging  markets.  Securities  traded  in  certain  emerging
European  markets  may be  subject  to  additional  risks due to  political  and
economic reforms including efforts to decentralize the economic  decision-making
process  and  move  toward  a   market-oriented   economy.   Additionally,   the
inexperience  of financial  intermediaries,  lack of modern  technology  and the
possibility  of permanent or temporary  termination of trading of securities may
affect an Underlying Fund's  performance.  To the extent that an Underlying Fund
purchases equity securities of smaller companies, such securities may experience
greater volatility and have limited liquidity.

         Former communist regimes of a number of Eastern European  countries had
expropriated  a large  amount of  property,  the  claims on which  have not been
entirely  settled.   There  can  be  no  assurance  that  an  Underlying  Fund's
investments in Eastern Europe would not also be  expropriated,  nationalized  or
otherwise  confiscated.  Finally,  any change in the  leadership  or policies of
Eastern  European  countries,  or the  countries  that  exercise  a  significant
influence  over  those  countries,  may halt the  expansion  of or  reverse  the
liberalization of foreign investment policies now occurring and adversely affect
existing investment opportunity.

         Although  the  governments  of  certain  Eastern   European   countries
currently are  implementing  or  considering  reforms  directed at political and
economic  liberalization,  there can be no  assurance  that these  reforms  will
continue or achieve their goals.

         Most Eastern  European  nations in which certain  Underlying  Funds may
invest,  including  Hungary,  Poland,  Czechoslovakia,   and  Romania  have  had
centrally  planned,  socialist  economies  since  shortly  after World War II. A
number of their governments, including those of Hungary, the Czech Republic, and
Poland are currently  implementing or considering  reforms directed at political
and economic  liberalization,  including efforts to foster multi-party political
systems,  decentralize economic planning, and move toward free market economies.
At  present,  no Eastern  European  country has a developed  stock  market,  but
Poland,  Hungary,  and the Czech  Republic  have  small  securities  markets  in
operation.   Ethnic  and  civil  conflict  currently  rage  through  the  former
Yugoslavia. The outcome is uncertain.

                                       23
<PAGE>

         Both the EC and Japan,  among others,  have made overtures to establish
trading  arrangements  and assist in the  economic  development  of the  Eastern
European nations. A great deal of interest also surrounds  opportunities created
by the  reunification  of East and West Germany.  Following  reunification,  the
Federal  Republic of Germany has remained a firm and  reliable  member of the EC
and  numerous  other  international  alliances  and  organizations.   To  reduce
inflation  caused  by the  unification  of East and West  Germany,  Germany  has
adopted a tight monetary policy which has led to weakened  exports and a reduced
domestic demand for goods and services. However, in the long-term, reunification
could prove to be an engine for domestic and international growth.

         The  conditions  that  have  given  rise  to  these   developments  are
changeable,  and there is no assurance  that reforms will continue or that their
goals will be achieved.

         Portugal is a genuinely  emerging  market which has  experienced  rapid
growth  since  the  mid-1980s,  except  for a brief  period of  stagnation  over
1990-91.  Portugal's  government  remains  committed  to  privatization  of  the
financial  system  away from one  dependent  upon the  banking  system to a more
balanced  structure  appropriate  for  the  requirements  of a  modern  economy.
Inflation continues to be about three times the EC average.

         Economic  reforms  launched in the 1980s  continue to benefit Turkey in
the 1990s.  Turkey's economy has grown steadily since the early 1980s, with real
growth in per  capita  Gross  Domestic  Product  (GDP)  increasing  more than 6%
annually.  Agriculture  remains the most important  economic  sector,  employing
approximately  55% of the labor force,  and accounting for nearly 20% of GDP and
20% of exports.  Inflation  and interest  rates remain high,  and a large budget
deficit   will   continue  to  cause   difficulties   in  Turkey's   substantial
transformation to a dynamic free market economy.

         Like many other Western  economies,  Greece suffered  severely from the
global oil price hikes of the 1970s,  with annual GDP growth plunging from 8% to
2% in the  1980s,  and  inflation,  unemployment,  and  budget  deficits  rising
sharply.  The fall of the socialist  government in 1989 and the inability of the
conservative  opposition  to  obtain  a  clear  majority  have  led to  business
uncertainty  and the continued  prospects for flat  economic  performance.  Once
Greece  has  sorted  out  its  political  situation,  it will  have to face  the
challenges posed by the steadily increasing integration of the EC, including the
progressive  lowering of trade and investment  barriers.  Tourism continues as a
major industry, providing a vital offset to a sizable commodity trade deficit.

         Securities traded in certain emerging European  securities  markets may
be subject to risks due to the  inexperience  of financial  intermediaries,  the
lack of modern  technology  and the lack of a sufficient  capital base to expand
business  operations.  Additionally,  former  Communist  regimes  of a number of
Eastern  European  countries had  expropriated  a large amount of property,  the
claims of which have not been entirely  settled.  There can be no assurance that
the  Underlying  Fund's   investments  in  Eastern  Europe  would  not  also  be
expropriated,  nationalized  or otherwise  confiscated.  Finally,  any change in
leadership or policies of Eastern European countries, or countries that exercise
a  significant  influence  over those  countries,  may halt the  expansion of or
reverse the  liberalization  of foreign  investment  policies now  occurring and
adversely affect existing investment opportunities.

Depositary   Receipts.   Certain  Underlying  Funds  may  invest  indirectly  in
securities of emerging market country  issuers through  sponsored or unsponsored
American  Depositary  Receipts  ("ADRs"),  Global Depositary  Receipts ("GDRs"),
International  Depositary  Receipts  ("IDRs")  and  other  types  of  Depositary
Receipts (which,  together with ADRs, GDRs and IDRs are hereinafter  referred to
as  "Depositary   Receipts").   Depositary   Receipts  may  not  necessarily  be
denominated  in the same currency as the underlying  securities  into which they
may be  converted.  In  addition,  the  issuers  of  the  stock  of  unsponsored
Depositary  Receipts are not obligated to disclose  material  information in the
United  States  and,  therefore,  there may not be a  correlation  between  such
information and the market value of the Depositary Receipts. ADRs are Depositary
Receipts  typically  issued  by a U.S.  bank or  trust  company  which  evidence
ownership of underlying  securities issued by a foreign corporation.  GDRs, IDRs
and other types of Depositary  Receipts are typically issued by foreign banks or
trust  companies,  although  they also may be issued by United  States  banks or
trust  companies,  and evidence  ownership of  underlying  securities  issued by
either a foreign or a United States corporation.  Generally, Depositary Receipts
in registered form are designed for use in the United States securities  markets
and  Depositary  Receipts  in bearer  form are  designed  for use in  securities
markets  outside  the  United  States.  For  purposes  of an  Underlying  Fund's
investment  policies,  the Underlying Fund's investments in ADRs, GDRs and other
types of Depositary  Receipts will be deemed to be investments in the underlying
securities.  Depositary  Receipts other than those  denominated in U.S.  dollars
will be subject to  foreign  currency  exchange  rate risk.  Certain  Depositary
Receipts  may  not be  listed  on an  exchange  and  therefore  may be  illiquid
securities  subject  to an  Underlying  Fund's  restrictions  on  investment  in
illiquid  securities.  For  depositary  receipts,   consider  adding  disclosure
relating to risk that prices may be more volatile than if they were sponsored by
the issuers of the underlying securities.

                                       24
<PAGE>

Loan  Participations  and  Assignments.  Certain  Underlying Funds may invest in
fixed and floating rate loans ("Loans")  arranged  through private  negotiations
between an issuer of emerging market debt  instruments and one or more financial
institutions  ("Lenders").  An Underlying  Fund's  investments in Loans in Latin
America are expected in most  instances to be in the form of  participations  in
Loans  ("Participations")  and assignments of portions of Loans  ("Assignments")
from third parties.  Participations typically will result in the Underlying Fund
having  a  contractual  relationship  only  with  the  Lender  and not  with the
borrower.  The  Underlying  Fund  will  have the right to  receive  payments  of
principal,  interest  and any fees to which it is entitled  only from the Lender
selling the  Participation  and only upon  receipt by the Lender of the payments
from the borrower. In connection with purchasing Participations,  the Underlying
Fund generally will have no right to enforce compliance by the borrower with the
terms of the loan  agreement  relating  to the Loan,  nor any  rights of set-off
against the borrower,  and the Underlying Fund may not directly benefit from any
collateral supporting the Loan in which it has purchased the Participation. As a
result, the Underlying Fund will assume the credit risk of both the borrower and
the Lender that is selling the Participation.  In the event of the insolvency of
the Lender  selling a  Participation,  the  Underlying  Fund may be treated as a
general  creditor of the Lender and may not benefit from any set-off between the
Lender and the borrower. The Underlying Fund will acquire Participations only if
the Lender  interpositioned  between  the  Underlying  Fund and the  borrower is
determined by the Adviser to be creditworthy.

         When  an  Underlying  Fund  purchases  Assignments  from  Lenders,  the
Underlying  Fund will acquire  direct  rights  against the borrower on the Loan.
Because Assignments are arranged through private  negotiations between potential
assignees and potential assignors,  however, the rights and obligations acquired
by the  Underlying  Fund as the purchaser of an Assignment  may differ from, and
may be more limited than, those held by the assigning Lender.

         An Underlying  Fund may have  difficulty  disposing of Assignments  and
Participations. Because no liquid market for these obligations typically exists,
the Underlying Fund anticipates that these  obligations  could be sold only to a
limited number of institutional investors. The lack of a liquid secondary market
will have an  adverse  effect on the  Underlying  Fund's  ability  to dispose of
particular  Assignments or Participations  when necessary to meet the Underlying
Fund's  liquidity needs or in response to a specific  economic event,  such as a
deterioration  in the  creditworthiness  of the  borrower.  The lack of a liquid
secondary  market  for  Assignments  and  Participations  may also  make it more
difficult  for the  Underlying  Fund to assign a value to those  securities  for
purposes of valuing the  Underlying  Fund's  portfolio and  calculating  its net
asset value.

Real Estate Investment  Trusts.  Certain Underlying Funds invest in REITs. REITs
are  sometimes  informally  characterized  as equity REITs,  mortgage  REITs and
hybrid REITs.  REITs, which invest the majority of their assets directly in real
property  and derive their income  primarily  from rents.  Equity REITs can also
realize  capital gains by selling  properties  that have  appreciated  in value.
Mortgage  REITs,  which  invest  the  majority  of their  assets in real  estate
mortgages,  derive their income primarily from interest  payments on real estate
mortgages in which they are invested.  Hybrid REITs combine the  characteristics
of both equity  REITs and  mortgage  REITs.  Investment  in REITs may subject an
Underlying Fund to risks  associated  with the direct  ownership of real estate,
such as decreases in real estate values, overbuilding, increased competition and
other  risks  related  to local or general  economic  conditions,  increases  in
operating  costs and  property  taxes,  changes  in  zoning  laws,  casualty  or
condemnation losses, possible environmental liabilities,  regulatory limitations
on rent and  fluctuations in rental income.  Equity REITs  generally  experience
these risks directly through fee or leasehold interests,  whereas mortgage REITs
generally  experience these risks indirectly through mortgage interests,  unless
the mortgage REIT forecloses on the underlying real estate.  Changes in interest
rates may also affect the value of an Underlying Fund's investment in REITs. For
instance, during periods of declining interest rates, certain mortgage REITs may
hold  mortgages  that the  mortgagors  elect to  prepay,  which  prepayment  may
diminish the yield on securities issued by those REITs.

         Certain REITs have relatively small market  capitalizations,  which may
tend to  increase  the  volatility  of the  market  prices of their  securities.
Furthermore,  REITs are dependent  upon  specialized  management  skill and have
limited  diversification  and  are,  therefore,  subject  to risks  inherent  in
operating and financing a limited number of projects.  REITs are also subject to
heavy cash flow dependency, defaults by borrowers and the possibility of failing
to qualify for tax-free  pass-through of income under the Internal  Revenue Code
of  1986,  as  amended,   and  to  maintain   exemption  from  the  registration
requirements  of the 1940 Act.  By  investing  in REITs  indirectly  through  an
Underlying Fund, a shareholder will bear not only his or her proportionate share
of the expenses of an Underlying Fund, but also, indirectly, similar expenses of
the REITs. In addition, REITs depend generally on their ability to generate cash
flow to make distributions to shareholders.

Trust Preferred  Securities.  Certain Underlying Funds invest in Trust Preferred
Securities,  which are hybrid instruments issued by a special purpose trust (the
"Special  Trust"),  the  entire  equity  interest  of which is owned by a single
issuer.  The proceeds of the issuance to the Underlying Funds of Trust Preferred
Securities are typically used to

                                       25
<PAGE>

purchase a junior  subordinated  debenture,  and distributions  from the Special
Trust are funded by the payments of principal  and interest on the  subordinated
debenture.

         If payments on the underlying  junior  subordinated  debentures held by
the Special Trust are deferred by the debenture issuer,  the debentures would be
treated as original  issue  discount  ("OID")  obligations  for the remainder of
their term.  As a result,  holders of Trust  Preferred  Securities,  such as the
Underlying  Funds,  would be  required to accrue  daily for  Federal  income tax
purposes  their  share of the  stated  interest  and the de  minimis  OID on the
debentures   (regardless  of  whether  an  Underlying  Fund  receives  any  cash
distributions  from  the  Special  Trust),  and the  value  of  Trust  Preferred
Securities  would  likely  be  negatively  affected.  Interest  payments  on the
underlying  junior  subordinated  debentures  typically  may only be deferred if
dividends are suspended on both common and  preferred  stock of the issuer.  The
underlying  junior  subordinated  debentures  generally rank slightly  higher in
terms of payment  priority  than both  common and  preferred  securities  of the
issuer, but rank below other subordinated debentures and debt securities.  Trust
Preferred  Securities  may be  subject to  mandatory  prepayment  under  certain
circumstances.  The  market  values of Trust  Preferred  Securities  may be more
volatile than those of conventional debt securities.  Trust Preferred Securities
may be issued in  reliance  on Rule 144A under the  Securities  Act of 1933,  as
amended, and, unless and until registered, are restricted securities;  there can
be no  assurance  as to the  liquidity  of Trust  Preferred  Securities  and the
ability of holders of Trust Preferred Securities,  such as the Underlying Funds,
to sell their holdings.

Investment company securities.  Securities of other investment  companies may be
acquired by certain Underlying Funds to the extent permitted under the 1940 Act.
Investment companies incur certain expenses such as management,  custodian,  and
transfer  agency fees, and,  therefore,  any investment by an Underlying Fund in
shares of other investment companies may be subject to such duplicate expenses.

Non-diversified  investment company.  Certain Underlying Funds are classified as
non-diversified  investment  companies  under the 1940 Act,  which means that an
Underlying  Fund is not limited by the 1940 Act in the  proportion of its assets
that it may invest in the  obligations of a single  issuer.  The investment of a
large  percentage  of an Underlying  Fund's assets in the  securities of a small
number of issuers may cause an Underlying  Fund's share price to fluctuate  more
than that of a diversified investment company.

Precious metals.  Investments in precious metals and in precious  metals-related
securities  and companies  involve a relatively  high degree of risk.  Prices of
gold and  other  precious  metals  can be  influenced  by a  variety  of  global
economic,  financial and political factors and may fluctuate markedly over short
periods of time.  Among other things,  precious metals values can be affected by
changes in inflation,  investment  speculation,  metal sales by  governments  or
central banks, changes in industrial and commercial demand, and any governmental
restrictions on private ownership of gold or other precious metals.

Correlation of gold and gold securities.  The Adviser believes that the value of
the securities of firms that deal in gold will correspond generally,  over time,
with the prices of the underlying metal. At any given time, however,  changes in
the  price of gold may not  strongly  correlate  with  changes  in the  value of
securities  related to gold,  which are expected to  constitute  part of certain
Underlying  Funds' assets.  In fact,  there may be periods in which the price of
gold  stocks  and gold will move in  different  directions.  The reason for this
potential  disparity is that political and economic factors,  including behavior
of the stock market, may have differing impacts on gold versus gold stocks.

Mining and exploration risks. The business of gold mining by its nature involves
significant  risks and  hazards,  including  environmental  hazards,  industrial
accidents, labor disputes, discharge of toxic chemicals, fire, drought, flooding
and natural acts. The  occurrence of any of these hazards can delay  production,
increase  production costs and result in liability to the operator of the mines.
A mining  operation  may become  subject to  liability  for  pollution  or other
hazards  against which it has not insured or cannot insure,  including  those in
respect of past mining activities for which it was not responsible.

         Exploration  for gold and  other  precious  metals  is  speculative  in
nature,  involves  many risks and  frequently is  unsuccessful.  There can be no
assurance that any  mineralisation  discovered will result in an increase in the
proven and probable reserves of a mining  operation.  If reserves are developed,
it can  take a  number  of  years  from  the  initial  phases  of  drilling  and
identification of mineralisation until production is possible, during which time
the economic feasibility of production may change.  Substantial expenditures are
required to  establish  ore  reserves  properties  and to  construct  mining and
processing facilities.  As a result of these uncertainties,  no assurance can be
given that the exploration  programs undertaken by a particular mining operation
will actually result in any new commercial mining.

                                       26
<PAGE>

Asset-Indexed  Securities.  Certain Underlying Funds may purchase  asset-indexed
securities  which are debt  securities  usually  issued by companies in precious
metals  related  businesses  such as mining,  the principal  amount,  redemption
terms, or interest rates of which are related to the market price of a specified
precious metal. An Underlying Fund will only enter into transactions in publicly
traded asset-indexed securities.  Market prices of asset-indexed securities will
relate primarily to changes in the market prices of the precious metals to which
the  securities  are indexed rather than to changes in market rates of interest.
However,  there may not be a perfect  correlation between the price movements of
the asset-indexed  securities and the underlying precious metals.  Asset-indexed
securities  typically  bear interest or pay dividends at below market rates (and
in  certain  cases  at  nominal  rates).   The  Underlying  Fund  will  purchase
asset-indexed securities to the extent permitted by law.

Special situation  securities.  From time to time, an Underlying Fund may invest
in equity or debt  securities  issued by companies  that are  determined  by the
Adviser to possess "special  situation"  characteristics.  In general, a special
situation  company is a company  whose  securities  are  expected to increase in
value solely by reason of a development  particularly or uniquely  applicable to
the company.  Developments  that may create special  situations  include,  among
others,  a liquidation,  reorganization,  recapitalization  or merger,  material
litigation,   technological   breakthrough  and  new  management  or  management
policies.  The principal risk with investments in special situation companies is
that the anticipated development thought to create the special situation may not
occur and the  investments  therefore may not appreciate in value or may decline
in value.

Borrowing.  As a matter of fundamental  policy,  the Portfolios  will not borrow
money, except as permitted under the 1940 Act, as amended, and as interpreted or
modified by regulatory authority having  jurisdiction,  from time to time. While
the  Trustees  do not  currently  intend  for an  Underlying  Fund to borrow for
investment  leveraging  purposes,  if such a strategy  were  implemented  in the
future it would  increase  a  Portfolio's  volatility  and the risk of loss in a
declining  market.  Borrowing  by  the  Portfolios  will  involve  special  risk
considerations. Although the principal of a Portfolio's borrowing will be fixed,
a  Portfolio's  assets may change in value  during the time that a borrowing  is
outstanding, thus increasing exposure to capital risk.

         Certain Underlying Funds are authorized to borrow money for purposes of
liquidity and to provide for redemptions and  distributions.  An Underlying Fund
will borrow only when the  Adviser  believes  that  borrowing  will  benefit the
Underlying  Fund after taking into account  considerations  such as the costs of
the borrowing.  No Underlying Fund expects to borrow for investment purposes, to
increase  return or leverage the portfolio.  Borrowing by Underlying  Funds will
involve  special risk  considerations.  Although the  principal of an Underlying
Fund's  borrowings  will be fixed,  the  Underlying  Fund's assets may change in
value during the time a borrowing is outstanding,  thus  increasing  exposure to
capital risk.

Lending of Portfolio  Securities.  Certain Underlying Funds may seek to increase
their  income  by  lending  portfolio  securities.  Such  loans  may be  made to
registered  broker/dealers,  and are  required  to be  secured  continuously  by
collateral in cash or liquid asset maintained on a current basis at an amount at
least equal to the market value and accrued  interest of the securities  loaned.
An Underlying Fund has the right to call a loan and obtain the securities loaned
on no more  than  five  days'  notice.  During  the  existence  of a  loan,  the
Underlying Fund continues to receive the equivalent of any distributions paid by
the issuer on the  securities  loaned and also  receives  compensation  based on
investment of the collateral. As with other extensions of credit there are risks
of delay in  recovery  or even  loss of  rights  in the  collateral  should  the
borrower of the securities fail financially. However, the loans may be made only
to firms  deemed  by the  Adviser  to be of good  standing  and will not be made
unless, in the judgment of the Adviser, the consideration to be earned from such
loans would justify the risk.

Corporate and  Municipal  Bond  Ratings.  The following is a description  of the
ratings given by S&P and Moody's to corporate and  municipal  bonds.  Should the
rating of a portfolio  security held by an Underlying  Fund be  downgraded,  the
Adviser will determine whether it is in the best interest of the Underlying Fund
to retain or dispose of such security.

S&P.  Debt rated AAA has the highest  rating  assigned  by S&P.  Capacity to pay
interest  and repay  principal  is  extremely  strong.  Debt rated AA has a very
strong capacity to pay interest and repay principal and differs from the highest
rated  issues only in small  degree.  Debt rated A has a strong  capacity to pay
interest and repay  principal  although it is somewhat more  susceptible  to the
adverse effects of changes in circumstances and economic conditions than debt in
higher  rated  categories.  Debt  rated BBB is  regarded  as having an  adequate
capacity to pay  interest  and repay  principal.  Whereas it  normally  exhibits
adequate  protection   parameters,   adverse  economic  conditions  or  changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories.

                                       27
<PAGE>

         Debt rated BB, B, CCC,  CC and C is  regarded  as having  predominantly
speculative  characteristics  with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and  protective  characteristics,  these
are outweighed by large uncertainties or major exposures to adverse conditions.

         Debt rated BB has less  near-term  vulnerability  to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned  an  actual  or  implied  BBB-  rating.  Debt  rated  B has  a  greater
vulnerability  to  default  but  currently  has the  capacity  to meet  interest
payments and principal  repayments.  Adverse  business,  financial,  or economic
conditions  will likely impair capacity or willingness to pay interest and repay
principal.  The B rating  category is also used for debt  subordinated to senior
debt that is assigned an actual or implied BB or BB- rating.

         Debt rated CCC has a currently  identifiable  vulnerability to default,
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business,  financial,  or economic conditions,  it is not likely to have
the  capacity to pay interest and repay  principal.  The CCC rating  category is
also used for debt  subordinated  to senior  debt that is  assigned an actual or
implied B or B- rating.  The rating CC typically is applied to debt subordinated
to senior debt that is  assigned  an actual or implied CCC rating.  The rating C
typically  is applied to debt  subordinated  to senior debt which is assigned an
actual  or  implied  CCC-  debt  rating.  The C  rating  may be used to  cover a
situation where a bankruptcy  petition has been filed, but debt service payments
are  continued.  The rating C1 is reserved for income bonds on which no interest
is being paid. Debt rated D is in payment default. The D rating category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period had not expired,  unless S&P believes that such
payments will be made during such grace  period.  The D rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

Moody's.  Bonds which are rated Aaa are judged to be of the best  quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edge." Interest  payments are protected by a large or by an  exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally  strong position of such issues.  Bonds which are rated Aa are
judged to be of high quality by all standards.  Together with the Aaa group they
comprise what are generally known as high grade bonds. They are rated lower than
the best  bonds  because  margins  of  protection  may not be as large as in Aaa
securities or fluctuation of protective  elements may be of greater amplitude or
there  may be other  elements  present  which  make the long term  risks  appear
somewhat  larger than in Aaa  securities.  Bonds which are rated A possess  many
favorable  investment  attributes and are to be considered as upper medium grade
obligations.  Factors  giving  security to principal and interest are considered
adequate  but  elements  may  be  present  which  suggest  a  susceptibility  to
impairment sometime in the future.

         Bonds which are rated Baa are  considered as medium grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have  speculative  characteristics  as well.  Bonds  which are rated Ba are
judged to have speculative  elements;  their future cannot be considered as well
assured.  Often the  protection of interest and  principal  payments may be very
moderate and thereby not well  safeguarded  during other good and bad times over
the future.  Uncertainty of position  characterizes  bonds in this class.  Bonds
which are rated B generally lack  characteristics  of the desirable  investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

         Bonds which are rated Caa are of poor  standing.  Such issues may be in
default or there may be present  elements of danger with respect to principal or
interest.  Bonds which are rated Ca represent  obligations which are speculative
in a high  degree.  Such  issues  are  often in  default  or have  other  marked
shortcomings.  Bonds  which are rated C are the lowest  rated class of bonds and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

                                       28
<PAGE>
                            PART C. OTHER INFORMATION

Item 23.           Exhibits
<TABLE>
<CAPTION>
                      <S>            <C>             <C>
                      (a)            (1)          Declaration of Trust dated October 26, 1998.
                                                  (Incorporated by reference to the Registration
                                                  Statement.)

                                     (2)          Establishment and Designation of Series of Shares of
                                                  Beneficial Interest.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                                     (3)          Establishment and Designation of Classes of Shares of
                                                  Beneficial Interest.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                      (b)                         By-Laws dated October 26, 1998.
                                                  (Incorporated by reference to the Registration
                                                  Statement.)

                      (c)                         Inapplicable.

                      (d)            (1)          Investment Management Agreement between the
                                                  Registrant, on behalf of Income Portfolio, and Scudder
                                                  Kemper Investments, Inc. dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (2)          Investment Management Agreement between the
                                                  Registrant, on behalf of Income with Growth Portfolio,
                                                  and Scudder Kemper Investments, Inc. dated February
                                                  16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (3)          Investment Management Agreement between the
                                                  Registrant, on behalf of Balanced Portfolio, and
                                                  Scudder Kemper Investments, Inc. dated February 16,
                                                  1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (4)          Investment Management Agreement between the
                                                  Registrant, on behalf of Growth with Income Portfolio,
                                                  and Scudder Kemper Investments, Inc. dated February
                                                  16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (5)          Investment Management Agreement between the
                                                  Registrant, on behalf of Growth Portfolio, and Scudder
                                                  Kemper Investments, Inc. dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

<PAGE>


                      (e)            (1)          Underwriting and Distribution Services Agreement
                                                  between the Registrant and Kemper Distributors, Inc.
                                                  dated February 16, 1999.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                      (f)                         Inapplicable.

                      (g)                         Custodian Contract between the Registrant and State
                                                  Street Bank and Trust Company dated February 17, 1999
                                                  is filed herein.

                                     (1)          Fee schedule for Exhibit (g) is filed herein.

                      (h)            (1)          Agency Agreement between the Registrant and Kemper
                                                  Service Company dated February 16, 1999.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                                     (2)          Fund Accounting Services Agreement between Registrant,
                                                  on behalf of Income Portfolio, and Scudder Fund
                                                  Accounting Corporation dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (3)          Fund Accounting Services Agreement between Registrant,
                                                  on behalf of Income with Growth Portfolio, and Scudder
                                                  Fund Accounting Corporation dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (4)          Fund Accounting Services Agreement between Registrant,
                                                  on behalf of Balanced Portfolio, and Scudder Fund
                                                  Accounting Corporation dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (5)          Fund Accounting Services Agreement between Registrant,
                                                  on behalf of Growth with Income Portfolio, and Scudder
                                                  Fund Accounting Corporation dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                                     (6)          Fund Accounting Services Agreement between Registrant,
                                                  on behalf of Growth Portfolio, and Scudder Fund
                                                  Accounting Corporation dated February 16, 1999.
                                                  (Incorporated by reference to Post-Effective Amendment
                                                  No. 1 to the Registration Statement.)

                      (i)                         Opinion and Consent of Counsel as to legality of
                                                  shares being registered is filed herein.

                                       2
<PAGE>


                      (j)                         Consent of Independent Accountants is filed herein.

                      (k)                         Inapplicable

                      (l)                         Inapplicable

                      (m)            (1)          Class A Shareholder Services and Distribution Plan.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                                     (2)          Class B Shareholder Services and Distribution Plan.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                                     (3)          Multi-Distribution System Plan.
                                                  (Incorporated by reference to Pre-Effective Amendment
                                                  No. 2 to the Registration Statement.)

                      (n)                         Inapplicable

                      (o)                         Inapplicable
</TABLE>

                                       3
<PAGE>
Item 24.          Persons Controlled by or under Common Control with Registrant.
- --------          --------------------------------------------------------------

                  All of the outstanding shares of the Registrant, representing
                  all of the interests in the [Farmers Funds], on the date
                  Registrant's Registration Statement becomes effective will be
                  owned by Kemper Distributors, Inc. ("The Distributor").

Item 25.          Indemnification
- --------          ---------------

                  A policy of insurance covering Scudder Kemper Investments,
                  Inc., its subsidiaries including Kemper Distributors, Inc.,
                  and all of the registered investment companies advised by
                  Scudder Kemper Investments, Inc. insures the Registrant's
                  trustees and officers and others against liability arising by
                  reason of an alleged breach of duty caused by any negligent
                  act, error or accidental omission in the scope of their
                  duties.

                  Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
                  of Trust provide as follows:

                  Section 4.1. No Personal Liability of Shareholders, Trustees,
                  Etc. No Shareholder shall be subject to any personal liability
                  whatsoever to any Person in connection with Trust Property or
                  the acts, obligations or affairs of the Trust. No Trustee,
                  officer, employee or agent of the Trust shall be subject to
                  any personal liability whatsoever to any Person, other than to
                  the Trust or its Shareholders, in connection with Trust
                  Property or the affairs of the Trust, save only that arising
                  from bad faith, willful misfeasance, gross negligence or
                  reckless disregard of his duties with respect to such Person;
                  and all such Persons shall look solely to the Trust Property
                  for satisfaction of claims of any nature arising in connection
                  with the affairs of the Trust. If any Shareholder, Trustee,
                  officer, employee, or agent, as such, of the Trust, is made a
                  party to any suit or proceeding to enforce any such liability
                  of the Trust, he shall not, on account thereof, be held to any
                  personal liability. The Trust shall indemnify and hold each
                  Shareholder harmless from and against all claims and
                  liabilities, to which such Shareholder may become subject by
                  reason of his being or having been a Shareholder, and shall
                  reimburse such Shareholder for all legal and other expenses
                  reasonably incurred by him in connection with any such claim
                  or liability. The indemnification and reimbursement required
                  by the preceding sentence shall be made only out of the assets
                  of the one or more Series of which the Shareholder who is
                  entitled to indemnification or reimbursement was a Shareholder
                  at the time the act or event occurred which gave rise to the
                  claim against or liability of said Shareholder. The rights
                  accruing to a Shareholder under this Section 4.1 shall not
                  impair any other right to which such Shareholder may be
                  lawfully entitled, nor shall anything herein contained
                  restrict the right of the Trust to indemnify or reimburse a
                  Shareholder in any appropriate situation even though not
                  specifically provided herein.

                  Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
                  officer, employee or agent of the Trust shall be liable to the
                  Trust, its Shareholders, or to any Shareholder, Trustee,
                  officer, employee, or agent thereof for any action or failure
                  to act (including without limitation the failure to compel in
                  any way any former or acting Trustee to redress any breach of
                  trust) except for his own bad faith, willful misfeasance,
                  gross negligence or reckless disregard of the duties involved
                  in the conduct of his office.

                  Section 4.3. Mandatory Indemnification. (a) Subject to the
                  exceptions and limitations contained in paragraph (b) below:

                         (i) every person who is, or has been, a Trustee or
                  officer of the Trust shall be indemnified by the Trust to the
                  fullest extent permitted by law against all liability and
                  against all expenses reasonably incurred or paid by him in
                  connection with any claim, action, suit or proceeding in which
                  he becomes involved as a party or otherwise by virtue of his
                  being or having been a Trustee or officer and against amounts
                  paid or incurred by him in the settlement thereof;

                                       4
<PAGE>


                         (ii) the words "claim," "action," "suit," or
                  "proceeding" shall apply to all claims, actions, suits or
                  proceedings (civil, criminal, administrative or other,
                  including appeals), actual or threatened; and the words
                  "liability" and "expenses" shall include, without limitation,
                  attorneys' fees, costs, judgments, amounts paid in settlement,
                  fines, penalties and other liabilities.

                         (b) No indemnification shall be provided hereunder to a
                  Trustee or officer:

                         (i) against any liability to the Trust, a Series
                  thereof, or the Shareholders by reason of a final adjudication
                  by a court or other body before which a proceeding was brought
                  that he engaged in willful misfeasance, bad faith, gross
                  negligence or reckless disregard of the duties involved in the
                  conduct of his office;

                         (ii) with respect to any matter as to which he shall
                  have been finally adjudicated not to have acted in good faith
                  in the reasonable belief that his action was in the best
                  interest of the Trust;

                         (iii) in the event of a settlement or other disposition
                  not involving a final adjudication as provided in paragraph
                  (b)(i) or (b)(ii) resulting in a payment by a Trustee or
                  officer, unless there has been a determination that such
                  Trustee or officer did not engage in willful misfeasance, bad
                  faith, gross negligence or reckless disregard of the duties
                  involved in the conduct of his office:

                              (A) by the court or other body approving the
                         settlement or other disposition; or

                              (B) based upon a review of readily available facts
                         (as opposed to a full trial-type inquiry) by (x) vote
                         of a majority of the Disinterested Trustees acting on
                         the matter (provided that a majority of the
                         Disinterested Trustees then in office act on the
                         matter) or (y) written opinion of independent legal
                         counsel.

                         (c) The rights of indemnification herein provided may
                  be insured against by policies maintained by the Trust, shall
                  be severable, shall not affect any other rights to which any
                  Trustee or officer may now or hereafter be entitled, shall
                  continue as to a person who has ceased to be such Trustee or
                  officer and shall insure to the benefit of the heirs,
                  executors, administrators and assigns of such a person.
                  Nothing contained herein shall affect any rights to
                  indemnification to which personnel of the Trust other than
                  Trustees and officers may be entitled by contract or otherwise
                  under law.

                         (d) Expenses of preparation and presentation of a
                  defense to any claim, action, suit or proceeding of the
                  character described in paragraph (a) of this Section 4.3 may
                  be advanced by the Trust prior to final disposition thereof
                  upon receipt of an undertaking by or on behalf of the
                  recipient to repay such amount if it is ultimately determined
                  that he is not entitled to indemnification under this Section
                  4.3, provided that either:

                         (i) such undertaking is secured by a surety bond or
                  some other appropriate security provided by the recipient, or
                  the Trust shall be insured against losses arising out of any
                  such advances; or

                         (ii) a majority of the Disinterested Trustees acting on
                  the matter (provided that a majority of the Disinterested
                  Trustees act on the matter) or an independent legal counsel in
                  a written opinion shall determine, based upon a review of
                  readily available facts (as opposed to a full trial-type
                  inquiry), that there is reason to believe that the recipient
                  ultimately will be found entitled to indemnification.

                         As used in this Section 4.3, a "Disinterested Trustee"
                  is one who is not (i) an "Interested Person" of the Trust
                  (including anyone who has been exempted from being an
                  "Interested Person" by any rule, regulation or order of the
                  Commission), or (ii) involved in the claim, action, suit or
                  proceeding.

                                       5
<PAGE>

Item 26.          Business or Other Connections of Investment Adviser
- --------          ---------------------------------------------------

                  Scudder Kemper Investments, Inc. has stockholders and
                  employees who are denominated officers but do not as such have
                  corporation-wide responsibilities. Such persons are not
                  considered officers for the purpose of this Item 26.

<TABLE>
<CAPTION>
                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser
           ----            ------------------------------------
           <S>              <C>
Stephen R. Beckwith        Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
                           Vice President and Treasurer, Scudder Fund Accounting Corporation*
                           Director, Scudder Stevens & Clark Corporation**
                           Director and Chairman, Scudder Defined Contribution Services, Inc.**
                           Director and President, Scudder Capital Asset Corporation**
                           Director and President, Scudder Capital Stock Corporation**
                           Director and President, Scudder Capital Planning Corporation**
                           Director and President, SS&C Investment Corporation**
                           Director and President, SIS Investment Corporation**
                           Director and President, SRV Investment Corporation**

Lynn S. Birdsong           Director and Vice President, Scudder Kemper Investments, Inc.**
                           Director, Scudder, Stevens & Clark (Luxembourg) S.A.#

Laurence W. Cheng          Director, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
                           Director, ZKI Holding Corporation xx

Rolf Huppi                 Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
                           Director, Chairman of the Board, Zurich Holding Company of America  o
                           Director, ZKI Holding Corporation xx

Kathryn L. Quirk           Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
                                 Investments, Inc.**
                           Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
                           Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
                           Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
                           Director & Assistant Clerk, Scudder Service Corporation*
                           Director, SFA, Inc.*
                           Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
                           Director, Scudder, Stevens & Clark Japan, Inc.***
                           Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
                           Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
                           Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
                           Director and Secretary, Scudder, Stevens & Clark Corporation**
                           Director and Secretary, Scudder, Stevens & Clark Overseas Corporation  oo
                           Director and Secretary, SFA, Inc.*
                           Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
                           Director, Vice President and Secretary, Scudder Capital Asset Corporation**
                           Director, Vice President and Secretary, Scudder Capital Stock Corporation**
                           Director, Vice President and Secretary, Scudder Capital Planning Corporation**
                           Director, Vice President and Secretary, SS&C Investment Corporation**
                           Director, Vice President and Secretary, SIS Investment Corporation**
                           Director, Vice President and Secretary, SRV Investment Corporation**

                                       6
<PAGE>

                           Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
                           Director, Korea Bond Fund Management Co., Ltd.+

Cornelia M. Small          Director and Vice President, Scudder Kemper Investments, Inc.**

Edmond D. Villani          Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
                           Director, Scudder, Stevens & Clark Japan, Inc.###
                           President and Director, Scudder, Stevens & Clark Overseas Corporation  oo
                           President and Director, Scudder, Stevens & Clark Corporation**
                           Director, Scudder Realty Advisors, Inc.x
                           Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of
                                 Luxembourg
</TABLE>

         *    Two International Place, Boston, MA
         x    333 South Hope Street, Los Angeles, CA
         **   345 Park Avenue, New York, NY
         #    Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
              Luxembourg B 34.564
         ***  Toronto, Ontario, Canada
         xxx  Grand Cayman, Cayman Islands, British West Indies
         oo   20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
         ###  1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
         xx   222 S. Riverside, Chicago, IL
         o    Zurich Towers, 1400 American Ln., Schaumburg, IL
         +    P.O. Box 309, Upland House, S. Church St., Grand Cayman,
              British West Indies
         ##   Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland

Item 27.          Principal Underwriters.
- --------          -----------------------

         (a)

          Kemper Distributors, Inc. acts as principal underwriter of the
          Registrant's shares and also acts as principal underwriter for other
          funds managed by Scudder Kemper Investments, Inc.

         (b)

          Information on the officers and directors of Kemper Distributors,
          Inc., principal underwriter for the Registrant is set forth below. The
          principal business address is 222 South Riverside Plaza, Chicago,
          Illinois 60606.

<TABLE>
         (1)                               (2)                                     (3)

                                           Position and Offices with               Positions and
         Name                              Kemper Distributors, Inc.               Offices with Registrant
         ----                              -------------------------               -----------------------
         <S>                                <C>                                    <C>
         James L. Greenawalt               President                               None

         Thomas W. Littauer                Director, Chief Executive Officer       None

         Kathryn L. Quirk                  Director, Secretary, Chief Legal        Chairperson of the Board
                                           Officer & Vice President                and Trustee

         James J. McGovern                 Chief Financial Officer & Chief         None
                                           Compliance Officer

                                       7
<PAGE>

                                           Position and Offices with               Positions and
         Name                              Kemper Distributors, Inc.               Offices with Registrant
         ----                              -------------------------               -----------------------

         Linda J. Wondrack                 Vice President & Chief Compliance       None
                                           Officer

         Paula Gaccione                    Vice President                          None

         Michael E. Harrington             Vice President                          None

         Robert A. Rudell                  Vice President                          None

         William M. Thomas                 Vice President                          None

         Elizabeth C. Werth                Vice President                          None

         Todd N. Gierke                    Assistant Treasurer                     None

         Phillip J. Collora                Assistant Secretary                     None

         Paul J. Elmlinger                 Assistant Secretary                     None

         Diane E. Ratekin                  Assistant Secretary                     None

         Daniel Pierce                     Director, Chairman                      None

         Mark S. Casady                    Director, Vice Chairman                 None

         Stephen R. Beckwith               Director                                None
</TABLE>

         (c)  Not applicable

Item 28.          Location of Accounts and Records.
- --------          ---------------------------------

                   Certain accounts, books and other documents required to be
                   maintained by Section 31(a) of the 1940 Act and the Rules
                   promulgated thereunder are maintained by Scudder Kemper
                   Investments, Inc., Two International Place, Boston, MA
                   02110-4103. Records relating to the duties of the
                   Registrant's custodian are maintained by State Street Bank &
                   Trust Company, 225 Franklin Street, Boston, Massachusetts
                   02110. Records relating to the duties of the Registrant's
                   transfer agent are maintained by Kemper Service Company, 811
                   Main Street, Kansas City, Missouri 64105. Records relating to
                   the duties of the Registrant's pricing agent are maintained
                   by Scudder Fund Accounting Corporation, Two International
                   Place, Boston, Massachusetts 02110-4103. Records relating to
                   the duties of the Registrant's underwriter are maintained by
                   Kemper Distributors, Inc., 811 Main Street, Kansas City,
                   Missouri 64105.

Item 29.          Management Services.
- --------          --------------------

                  Inapplicable.

Item 30.          Undertakings
- --------          ------------

                  Inapplicable.


                                       8
<PAGE>
                                   SIGNATURES
                                   ----------


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto duly  authorized,  in the City of Boston and the
Commonwealth of Massachusetts, on the 20th day of August, 1999.


                                            FARMERS INVESTMENT TRUST


                                            By: /s/John Millette
                                                --------------------------------
                                                John Millette, Secretary


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


<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                                         DATE
- ---------                                   -----                                         ----


<S>                                         <C>                                                      <C>
/s/Paul Secord
- --------------------------------------
Paul Secord*                                President (Principal Executive Officer)       August 20, 1999


/s/Dr. Rosita P. Chang
- --------------------------------------
Dr. Rosita P. Chang*                        Trustee                                       August 20, 1999


/s/Edgar R. Fiedler*
- --------------------------------------
Edgar R. Fiedler*                           Trustee                                       August 20, 1999


/s/Dr. J. D. Hammond*
- --------------------------------------
Dr. J. D. Hammond*                          Trustee                                       August 20, 1999


/s/Richard M. Hunt*
- --------------------------------------
Richard M. Hunt*                            Trustee                                       August 20, 1999


/s/John R. Hebble
- --------------------------------------
John R. Hebble                              Treasurer (Principal Financial Officer)       August 20, 1999


/s/Kathryn L.Quirk
- --------------------------------------
Kathryn L. Quirk*                           Chairperson of the Board and Trustee          August 20, 1999
</TABLE>


<PAGE>




*By:     /s/Caroline Pearson
         --------------------------------------
         Caroline Pearson**

**       Attorney-in-fact  pursuant  to the  powers  of  attorney
         contained  in  the  signature  pages  of   Pre-Effective
         Amendment  No.  2 to the  Registration  Statement  filed
         February 12, 1999.



                                        2
<PAGE>
                                                              File No. 811-09085
                                                              File No. 333-66385


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                         POST-EFFECTIVE AMENDMENT NO. 2

                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                 AMENDMENT NO. 4

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                            FARMERS INVESTMENT TRUST


<PAGE>


                            FARMERS INVESTMENT TRUST

                                  EXHIBIT INDEX

                                   Exhibit (g)

                                 Exhibit (g)(1)

                                   Exhibit (i)

                                   Exhibit (j)


                                       2


                                                                     Exhibit (g)
                               CUSTODIAN CONTRACT
                                     Between
                            FARMERS INVESTMENT TRUST
                                       and
                       STATE STREET BANK AND TRUST COMPANY




Series/Trust
21B

<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

1.       Employment of Custodian and Property to be Held By
         It.................................................................1

2.       Duties of the Custodian with Respect to Property
         of the Fund Held by the Custodian..................................2

         2.1      Holding Securities........................................2
         2.2      Delivery of Securities....................................2
         2.3      Registration of Securities................................4
         2.4      Bank Accounts.............................................5
         2.5      Availability of Federal Funds.............................5
         2.6      Collection of Income......................................5
         2.7      Payment of Fund Monies....................................5
         2.8      Liability for Payment in Advance of Receipt of
                  Securities Purchased......................................7
         2.9      Appointment of Agents.....................................7
         2.10     Deposit of Fund Assets in Securities System...............7
         2.10A    Deposit of Fund Assets with Kemper Service Corporation....8
         2.11     Fund Assets Held in the Custodian's Direct
                  Paper System..............................................9
         2.12     Segregated Account.......................................10
         2.13     Ownership Certificates for Tax Purposes..................11
         2.14     Proxies..................................................11
         2.15     Communications Relating to Portfolio
                  Securities...............................................11

3.       Payments for Repurchases or Redemptions and Sales
         of Shares of the Fund.............................................11

4.       Proper Instructions...............................................12

5.       Actions Permitted Without Express Authority.......................12

6.       Evidence of Authority.............................................13

7.       Duties of Custodian With Respect to the Books of Account
         and Calculation of Net Asset Value and Net Income.................13

8.       Records...........................................................13

<PAGE>

9.       Opinion of Fund's Independent Accountants.........................14

10.      Reports to Fund by Independent Public Accountants ................14

11.      Compensation of Custodian.........................................14

12.      Responsibility of Custodian.......................................14

13.      Effective Period, Termination and Amendment.......................15

14.      Successor Custodian...............................................16

15.      Interpretive and Additional Provisions............................16

16.      Additional Funds..................................................17

17.      Massachusetts Law to Apply........................................17

18.      Prior Contracts...................................................17

19.      Shareholder Communications Election...............................17

20.      Limitation of Liability ..........................................18

<PAGE>

                               CUSTODIAN CONTRACT
                               ------------------


         This  Contract  between  Farmers  Investment  Trust,  a business  trust
organized  and existing  under the laws of The  Commonwealth  of  Massachusetts,
having its principal place of business at 222 Riverside Plaza, Chicago, Illinois
60606-5808  hereinafter  called  the  "Fund",  and State  Street  Bank and Trust
Company, a Massachusetts  trust company,  having its principal place of business
at 225 Franklin Street,  Boston,  Massachusetts,  02110,  hereinafter called the
"Custodian",

                                   WITNESSETH:

         WHEREAS,  the Fund is  authorized  to issue shares in separate  series,
with  each  such  series  representing  interests  in a  separate  portfolio  of
securities and other assets; and

         WHEREAS,  the Fund  intends to  initially  offer shares in five series,
Income Portfolio, Income with Growth Portfolio,  Balanced Portfolio, Growth with
Income  Portfolio  and Growth  Portfolio  (such series  together  with all other
series subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 16, being herein referred to as the "Portfolio(s)");

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1.       Employment of Custodian and Property to be Held by It
         -----------------------------------------------------

         The Fund hereby employs the Custodian as the custodian of the assets of
the  Portfolios of the Fund pursuant to the  provisions  of the  Declaration  of
Trust. The Fund on behalf of the Portfolio(s) agrees to deliver to the Custodian
all securities and cash of the Portfolios,  and all payments of income, payments
of  principal  or  capital  distributions  received  by it with  respect  to all
securities  owned  by  the  Portfolio(s)   from  time  to  time,  and  the  cash
consideration  received  by it for such new or  treasury  shares  of  beneficial
interest of the Fund representing interests in the Portfolios, ("Shares") as may
be issued or sold from time to time. The Custodian  shall not be responsible for
any property of a Portfolio  held or received by the Portfolio and not delivered
to the Custodian.  With respect to uncertificated shares of the Scudder group of
mutual funds as defined in Rule 11a-3 of the Investment  Company Act of 1940, as
amended,  (the "Scudder  Mutual Funds") the holding of  confirmation  statements
that identify the shares as being recorded in the Custodian's  name on behalf of
the Portfolios will be deemed custody for purposes hereof.

         Upon  receipt of "Proper  Instructions"  (within the meaning of Article
4), the Custodian  shall on behalf of the applicable  Portfolio(s)  from time to
time  employ  one or  more  sub-custodians,  but  only  in  accordance  with  an
applicable vote by the Board of Trustees of the Fund on behalf of the applicable
Portfolio(s),  and  provided  that  the  Custodian  shall  have  no more or less
responsibility  or  liability to the Fund on account of any actions or omissions
of  any  sub-custodian  so  employed  than  any  such  sub-custodian  has to the
Custodian.

<PAGE>

2.       Duties of the Custodian with Respect to Property of the Fund Held By
         --------------------------------------------------------------------
         the Custodian
         -------------

2.1      Holding Securities.  The Custodian shall hold and physically  segregate
         for the account of each Portfolio all non-cash property,  including all
         securities owned by such Portfolio, other than (a) securities which are
         maintained  pursuant to Section 2.10 in a clearing agency which acts as
         a securities  depository  or in a book-entry  system  authorized by the
         U.S.  Department  of the Treasury,  collectively  referred to herein as
         "Securities  System"; (b) commercial paper of an issuer for which State
         Street Bank and Trust Company acts as issuing and paying agent ("Direct
         Paper") which is deposited and/or maintained in the Direct Paper System
         of the  Custodian  pursuant  to Section  2.11;  and (c)  uncertificated
         shares of the  Scudder  family of mutual  funds owned by the Fund which
         are  maintained  pursuant  to Section  2.10A in an account  with Kemper
         Service Corporation ("KSC") as transfer agent for the Scudder funds.

2.2      Delivery  of  Securities.  The  Custodian  shall  release  and  deliver
         securities owned by a Portfolio held by the Custodian,  in a Securities
         System account of the Custodian,  in the Custodian's  Direct Paper book
         entry system account  ("Direct Paper System  Account") or in an account
         at KSC only upon receipt of Proper Instructions from the Fund on behalf
         of the applicable Portfolio,  which may be continuing instructions when
         deemed appropriate by the parties, and only in the following cases:

         1)       Upon sale of such securities for the account of the Portfolio
                  and receipt of payment therefor;

         2)       Upon the receipt of payment in connection  with any repurchase
                  agreement  related  to  such  securities  entered  into by the
                  Portfolio;

         3)       In the case of a sale effected through a Securities System, in
                  accordance with the provisions of Section 2.10 hereof;

         4)       To the  depository  agent in  connection  with tender or other
                  similar offers for securities of the Portfolio;

         5)       To the issuer  thereof or its agent when such  securities  are
                  called,   redeemed,   retired  or  otherwise  become  payable;
                  provided   that,   in  any  such  case,   the  cash  or  other
                  consideration is to be delivered to the Custodian;

         6)       To the issuer  thereof,  or its agent,  for transfer  into the
                  name of the  Portfolio  or into  the  name of any  nominee  or
                  nominees of the  Custodian or into the name or nominee name of
                  any agent  appointed  pursuant to Section 2.9 or into the name
                  or nominee  name of any  sub-custodian  appointed  pursuant to
                  Article 1; or for  exchange  for a different  number of bonds,
                  certificates or other evidence representing the same

                                       2
<PAGE>


                  aggregate  face amount or number of units;  provided  that, in
                  any such case,  the new  securities are to be delivered to the
                  Custodian;

         7)       Upon  the  sale of such  securities  for  the  account  of the
                  Portfolio,  to the  broker or its  clearing  agent,  against a
                  receipt,  for examination in accordance with "street delivery"
                  custom;  provided that in any such case,  the Custodian  shall
                  have no  responsibility or liability for any loss arising from
                  the delivery of such securities prior to receiving payment for
                  such  securities  except as may arise from the Custodian's own
                  negligence or willful misconduct;

         8)       For  exchange  or  conversion  pursuant to any plan of merger,
                  consolidation,     recapitalization,     reorganization     or
                  readjustment   of  the   securities  of  the  issuer  of  such
                  securities, or pursuant to provisions for conversion contained
                  in such  securities,  or pursuant  to any  deposit  agreement;
                  provided  that, in any such case, the new securities and cash,
                  if any, are to be delivered to the Custodian;

         9)       In the case of  warrants,  rights or similar  securities,  the
                  surrender thereof in the exercise of such warrants,  rights or
                  similar  securities  or the  surrender of interim  receipts or
                  temporary securities for definitive securities; provided that,
                  in any such case,  the new securities and cash, if any, are to
                  be delivered to the Custodian;

         10)      For delivery in connection  with any loans of securities  made
                  by  the  Portfolio,  but  only  against  receipt  of  adequate
                  collateral  as agreed upon from time to time by the  Custodian
                  and the Fund on behalf of the  Portfolio,  which may be in the
                  form  of cash  or  obligations  issued  by the  United  States
                  government, its agencies or instrumentalities,  except that in
                  connection  with  any  loans  for  which  collateral  is to be
                  credited to the Custodian's  account in the book-entry  system
                  authorized  by  the  U.S.  Department  of  the  Treasury,  the
                  Custodian  will  not be held  liable  or  responsible  for the
                  delivery of  securities  owned by the  Portfolio  prior to the
                  receipt of such collateral;

         11)      For delivery as security in connection  with any borrowings by
                  the Fund on  behalf  of the  Portfolio  requiring  a pledge of
                  assets  by the  Fund on  behalf  of the  Portfolio,  but  only
                  against receipt of amounts borrowed;

         12)      For  delivery  in  accordance   with  the  provisions  of  any
                  agreement  among  the Fund on  behalf  of the  Portfolio,  the
                  Custodian and a broker-dealer  registered under the Securities
                  Exchange Act of 1934 (the "Exchange  Act") and a member of The
                  National  Association of Securities  Dealers,  Inc.  ("NASD"),
                  relating to compliance with the rules of The Options  Clearing
                  Corporation   and  of  any  registered   national   securities
                  exchange,  or of any similar  organization  or  organizations,
                  regarding  escrow or other  arrangements  in  connection  with
                  transactions by the Portfolio of the Fund;

                                       3
<PAGE>

         13)      For  delivery  in  accordance   with  the  provisions  of  any
                  agreement  among  the Fund on  behalf  of the  Portfolio,  the
                  Custodian,  and a Futures Commission Merchant registered under
                  the Commodity  Exchange Act,  relating to compliance  with the
                  rules of the Commodity  Futures Trading  Commission and/or any
                  Contract Market, or any similar organization or organizations,
                  regarding  account deposits in connection with transactions by
                  the Portfolio of the Fund;

         14)      Upon  receipt  of   instructions   from  the  transfer   agent
                  ("Transfer Agent") for the Fund, for delivery to such Transfer
                  Agent  or  to  the  holders  of  shares  in  connection   with
                  distributions  in kind, as may be described  from time to time
                  in  the  currently  effective   prospectus  and  statement  of
                  additional  information of the Fund,  related to the Portfolio
                  ("Prospectus"),  in  satisfaction  of  requests  by holders of
                  Shares for repurchase or redemption; and

         15)      For any other proper corporate purpose,  but only upon receipt
                  of, in addition to Proper Instructions from the Fund on behalf
                  of the applicable Portfolio,  a certified copy of a resolution
                  of the Board of Trustees or of the Executive  Committee signed
                  by an officer of the Fund and certified by the Secretary or an
                  Assistant   Secretary,   specifying   the  securities  of  the
                  Portfolio to be delivered, setting forth the purpose for which
                  such  delivery is to be made,  declaring  such purpose to be a
                  proper corporate purpose,  and naming the person or persons to
                  whom delivery of such securities shall be made.

         16)      In the case of a sale processed  through KSC for shares of the
                  Scudder Mutual Funds  ("Scudder  Fund Shares"),  in accordance
                  with Section 2.10A hereof;

2.3      Registration  of Securities.  Securities  held by the Custodian  (other
         than  bearer  securities)  shall  be  registered  in  the  name  of the
         Portfolio  or in the name of any  nominee  of the Fund on behalf of the
         Portfolio or of any nominee of the  Custodian  which  nominee  shall be
         assigned  exclusively to the Portfolio,  unless the Fund has authorized
         in writing the appointment of a nominee to be used in common with other
         registered  investment  companies having the same investment adviser as
         the  Portfolio,  or in the name or nominee name of any agent  appointed
         pursuant  to  Section  2.9  or in  the  name  or  nominee  name  of any
         sub-custodian  appointed pursuant to Article 1. All securities accepted
         by the  Custodian  on behalf of the  Portfolio  under the terms of this
         Contract  shall be in "street  name" or other good delivery  form.  If,
         however,  the Fund  directs the  Custodian  to maintain  securities  in
         "street  name",  the  Custodian  shall utilize its best efforts only to
         timely collect income due the Fund on such securities and to notify the
         Fund  on a best  efforts  basis  only  of  relevant  corporate  actions
         including, without limitation, pendency of calls, maturities, tender or
         exchange offers.

                                       4
<PAGE>

2.4      Bank  Accounts.  The Custodian  shall open and maintain a separate bank
         account or accounts in the name of each Portfolio of the Fund,  subject
         only to draft or order by the Custodian acting pursuant to the terms of
         this Contract,  and shall hold in such account or accounts,  subject to
         the provisions  hereof, all cash received by it from or for the account
         of the Portfolio, other than cash maintained by the Portfolio in a bank
         account  established  and used in accordance  with Rule 17f-3 under the
         Investment  Company  Act of 1940.  Funds  held by the  Custodian  for a
         Portfolio  may be  deposited  by it to its credit as  Custodian  in the
         Banking  Department  of the  Custodian  or in such other banks or trust
         companies as it may in its  discretion  deem  necessary  or  desirable;
         provided,  however,  that  every  such bank or trust  company  shall be
         qualified  to act as a custodian  under the  Investment  Company Act of
         1940 and that  each  such  bank or trust  company  and the  funds to be
         deposited  with each such bank or trust company shall on behalf of each
         applicable  Portfolio be approved by vote of a majority of the Board of
         Trustees of the Fund. Such funds shall be deposited by the Custodian in
         its capacity as Custodian  and shall be  withdrawable  by the Custodian
         only in that capacity.

2.5      Availability of Federal Funds.  Upon mutual agreement  between the Fund
         on behalf of each applicable Portfolio and the Custodian, the Custodian
         shall, upon the receipt of Proper  Instructions from the Fund on behalf
         of a Portfolio,  make federal funds  available to such  Portfolio as of
         specified  times  agreed  upon  from  time to time by the  Fund and the
         Custodian  in the amount of checks  received  in payment  for Shares of
         such Portfolio which are deposited into the Portfolio's account.

2.6      Collection  of Income.  Subject to the  provisions  of Section 2.3, the
         Custodian shall collect on a timely basis all income and other payments
         with  respect to  registered  securities  held  hereunder to which each
         Portfolio  shall be entitled either by law or pursuant to custom in the
         securities business, and shall collect on a timely basis all income and
         other  payments  with respect to bearer  securities  if, on the date of
         payment by the issuer, such securities are held by the Custodian or its
         agent  thereof and shall  credit such  income,  as  collected,  to such
         Portfolio's  custodian account.  Without limiting the generality of the
         foregoing,  the  Custodian  shall  detach and  present  for payment all
         coupons and other income items requiring  presentation as and when they
         become  due and shall  collect  interest  when due on  securities  held
         hereunder.  Income due each Portfolio on securities  loaned pursuant to
         the provisions of Section 2.2 (10) shall be the  responsibility  of the
         Fund. The Custodian will have no duty or  responsibility  in connection
         therewith, other than to provide the Fund with such information or data
         as may be  necessary  to assist  the Fund in  arranging  for the timely
         delivery  to the  Custodian  of the  income to which the  Portfolio  is
         properly entitled.

2.7      Payment of Fund Monies.  Upon receipt of Proper  Instructions  from the
         Fund on behalf of the  applicable  Portfolio,  which may be  continuing
         instructions  when deemed  appropriate  by the parties,  the  Custodian
         shall pay out monies of a Portfolio in the following cases only:

                                       5
<PAGE>

         1)       Upon the  purchase of domestic  securities,  options,  futures
                  contracts or options on futures  contracts  for the account of
                  the  Portfolio  but  only (a)  against  the  delivery  of such
                  securities  or  evidence  of  title to such  options,  futures
                  contracts or options on futures contracts to the Custodian (or
                  any bank,  banking firm or trust company doing business in the
                  United   States  or  abroad  which  is  qualified   under  the
                  Investment  Company  Act  of  1940,  as  amended,  to act as a
                  custodian  and has been  designated  by the  Custodian  as its
                  agent  for  this  purpose)  registered  in  the  name  of  the
                  Portfolio  or in  the  name  of a  nominee  of  the  Custodian
                  referred  to in  Section  2.3  hereof  or in  proper  form for
                  transfer;  (b) in the case of a  purchase  effected  through a
                  Securities System, in accordance with the conditions set forth
                  in  Section  2.10  hereof;  (c) in the case of a  purchase  of
                  Scudder Fund Shares,  in accordance  with the  conditions  set
                  forth in Section 2.10A  hereof;  (d) in the case of a purchase
                  involving  the Direct Paper  System,  in  accordance  with the
                  conditions  set  forth  in  Section  2.11;  (e) in the case of
                  repurchase  agreements entered into between the Fund on behalf
                  of the  Portfolio  and the  Custodian,  or another  bank, or a
                  broker-dealer  which is a member of NASD, (i) against delivery
                  of the  securities  either in  certificate  form or through an
                  entry crediting the Custodian's account at the Federal Reserve
                  Bank with such  securities  or (ii)  against  delivery  of the
                  receipt  evidencing  purchase by the  Portfolio of  securities
                  owned by the  Custodian  along with  written  evidence  of the
                  agreement by the Custodian to repurchase  such securities from
                  the Portfolio or (f) for transfer to a time deposit account of
                  the  Fund in any  bank,  whether  domestic  or  foreign;  such
                  transfer  may be effected  prior to receipt of a  confirmation
                  from a broker  and/or the  applicable  bank pursuant to Proper
                  Instructions from the Fund as defined in Article 5;

         2)       In  connection  with  conversion,  exchange  or  surrender  of
                  securities  owned by the Portfolio as set forth in Section 2.2
                  hereof;

         3)       For the  redemption  or  repurchase  of  Shares  issued by the
                  Portfolio as set forth in Article 4 hereof;

         4)       For the  payment of any expense or  liability  incurred by the
                  Portfolio, including but not limited to the following payments
                  for the account of the Portfolio: interest, taxes, management,
                  accounting,  transfer  agent and  legal  fees,  and  operating
                  expenses of the Fund whether or not such expenses are to be in
                  whole or part capitalized or treated as deferred expenses;

         5)       For the payment of any  dividends  on Shares of the  Portfolio
                  declared pursuant to the governing documents of the Fund;

         6)       For payment of the amount of dividends  received in respect of
                  securities sold short;

                                       6
<PAGE>

         7)       For any other  proper  purpose,  but only upon  receipt of, in
                  addition to Proper Instructions from the Fund on behalf of the
                  Portfolio,  a certified  copy of a resolution  of the Board of
                  Trustees or of the  Executive  Committee of the Fund signed by
                  an officer of the Fund and  certified  by its  Secretary or an
                  Assistant  Secretary,  specifying  the amount of such payment,
                  setting  forth the  purpose  for which  such  payment is to be
                  made,  declaring  such  purpose  to be a proper  purpose,  and
                  naming the  person or  persons  to whom such  payment is to be
                  made.

2.8      Liability  for Payment in Advance of Receipt of  Securities  Purchased.
         Except as specifically  stated  otherwise in this Contract,  in any and
         every case where payment for purchase of securities  for the account of
         a  Portfolio  is made by the  Custodian  in  advance  of receipt of the
         securities  purchased in the absence of specific  written  instructions
         from the Fund on behalf of such  Portfolio  to so pay in  advance,  the
         Custodian shall be absolutely liable to the Fund for such securities to
         the  same  extent  as if  the  securities  had  been  received  by  the
         Custodian.

2.9      Appointment  of Agents.  The  Custodian may at any time or times in its
         discretion appoint (and may at any time remove) any other bank or trust
         company which is itself  qualified under the Investment  Company Act of
         1940, as amended, to act as a custodian, as its agent to carry out such
         of the  provisions  of this Article 2 as the Custodian may from time to
         time direct; provided, however, that the appointment of any agent shall
         not  relieve  the  Custodian  of its  responsibilities  or  liabilities
         hereunder.  SSC shall not be  deemed  an agent or  subcustodian  of the
         Custodian  for purposes of this  Section 2.9 or any other  provision of
         this Agreement.

2.10     Deposit of Fund Assets in Securities Systems. The Custodian may deposit
         and/or  maintain  securities  owned by a Portfolio in a clearing agency
         registered  with the Securities and Exchange  Commission  under Section
         17A of the Securities  Exchange Act of 1934, which acts as a securities
         depository,  or  in  the  book-entry  system  authorized  by  the  U.S.
         Department of the Treasury and certain federal  agencies,  collectively
         referred to herein as "Securities System" in accordance with applicable
         Federal Reserve Board and Securities and Exchange  Commission rules and
         regulations, if any, and subject to the following provisions:

         1)       The  Custodian  may  keep  securities  of the  Portfolio  in a
                  Securities   System   provided   that  such   securities   are
                  represented in an account  ("Account") of the Custodian in the
                  Securities  System  which  shall not include any assets of the
                  Custodian other than assets held as a fiduciary,  custodian or
                  otherwise for customers;

         2)       The records of the Custodian with respect to securities of the
                  Portfolio  which are  maintained in a Securities  System shall
                  identify  by  book-entry  those  securities  belonging  to the
                  Portfolio;

                                       7
<PAGE>

         3)       The  Custodian  shall  pay for  securities  purchased  for the
                  account of the  Portfolio  upon (i) receipt of advice from the
                  Securities  System that such securities have been  transferred
                  to the Account, and (ii) the making of an entry on the records
                  of the  Custodian to reflect such payment and transfer for the
                  account  of  the  Portfolio.   The  Custodian  shall  transfer
                  securities  sold for the  account  of the  Portfolio  upon (i)
                  receipt of advice from the Securities  System that payment for
                  such securities has been transferred to the Account,  and (ii)
                  the  making of an entry on the  records  of the  Custodian  to
                  reflect  such  transfer  and  payment  for the  account of the
                  Portfolio. Copies of all advices from the Securities System of
                  transfers of securities for the account of the Portfolio shall
                  identify the Portfolio, be maintained for the Portfolio by the
                  Custodian  and be  provided to the Fund at its  request.  Upon
                  request, the Custodian shall furnish the Fund on behalf of the
                  Portfolio confirmation of each transfer to or from the account
                  of the Portfolio in the form of a written advice or notice and
                  shall furnish to the Fund on behalf of the Portfolio copies of
                  daily transaction sheets reflecting each day's transactions in
                  the Securities System for the account of the Portfolio;

         4)       The Custodian  shall  provide the Fund for the Portfolio  with
                  any  report  obtained  by  the  Custodian  on  the  Securities
                  System's  accounting system,  internal  accounting control and
                  procedures  for  safeguarding   securities  deposited  in  the
                  Securities System;

         5)       The  Custodian  shall have received from the Fund on behalf of
                  the Portfolio the initial or annual  certificate,  as the case
                  may be, required by Article 14 hereof;

         6)       Anything to the contrary in this Contract notwithstanding, the
                  Custodian  shall be liable to the Fund for the  benefit of the
                  Portfolio  for any loss or damage to the  Portfolio  resulting
                  from use of the Securities System by reason of any negligence,
                  misfeasance  or  misconduct  of  the  Custodian  or any of its
                  agents or of any of its or their  employees or from failure of
                  the  Custodian or any such agent to enforce  effectively  such
                  rights as it may have against the  Securities  System;  at the
                  election of the Fund, it shall be entitled to be subrogated to
                  the rights of the Custodian  with respect to any claim against
                  the Securities  System or any other person which the Custodian
                  may have as a consequence of any such loss or damage if and to
                  the extent that the  Portfolio has not been made whole for any
                  such loss or damage.

2.10A    Deposit of Fund Assets with Kemper  Service  Corporation.  Scudder Fund
         Shares shall be deposited  and/or  maintained in an account  maintained
         with KSC as  transfer  agent for the  funds.  KSC shall be deemed to be
         acting as if it is a  "depositary"  for  purposes  of Rule 17f-4 of the
         Investment  Company Act of 1940.  The Fund hereby directs the Custodian
         to deposit and/or  maintain such  securities  with KSC,  subject to the
         following provisions:

                                       8
<PAGE>

         1)       The  Custodian  shall  keep  Scudder  Fund  Shares  owned by a
                  Portfolio   with  KSC  provided  that  such   securities   are
                  maintained  in an account  in the books and  records of KSC in
                  the name of the Custodian as custodian for the Portfolio.

         2)       The  records of the  Custodian  with  respect to Scudder  Fund
                  Shares  which  are  maintained  with  KSC  shall  identify  by
                  book-entry   those  Scudder  Fund  Shares   belonging  to  the
                  Portfolio;

         3)       The Custodian shall pay for Scudder Fund Shares  purchased for
                  the account of the  Portfolio  upon (i) receipt of advice from
                  the Portfolio's  investment  adviser that such securities have
                  been  purchased and will be  transferred to the account of the
                  Custodian,  on  behalf  of the  Portfolio,  on the  books  and
                  records of KSC, and (ii) the making of an entry on the records
                  of the  Custodian to reflect such payment and transfer for the
                  account  of  the  Portfolio.   The  Custodian   shall  receive
                  confirmation  from KSC of the purchase of such  securities and
                  the transfer of such  securities  to the  Custodian's  account
                  with KSC only after such payment is made. The Custodian  shall
                  transfer  Scudder  Fund Shares  redeemed  for the account of a
                  Portfolio  (i) upon receipt of an advice from the  Portfolio's
                  investment adviser that such securities have been redeemed and
                  that payment for such  securities  will be  transferred to the
                  Custodian  and (ii) the  making of an entry on the  records of
                  the  Custodian  to reflect  such  transfer and payment for the
                  account  of  the   Portfolio.   The  Custodian   will  receive
                  confirmation from KSC of the redemption of such securities and
                  payment  therefor  only after such  securities  are  redeemed.
                  Copies of all advices from the Portfolio's  investment adviser
                  of purchases  and sales of Scudder Fund Shares for the account
                  of the Portfolio  shall identify the Portfolio,  be maintained
                  for the  Portfolio  by the  Custodian,  and be provided to the
                  investment adviser at its request;

         4)       The  Custodian  shall  be not be  liable  to the  Fund  or any
                  Portfolio  for any loss or damage to the Fund or any Portfolio
                  resulting  from  maintenance  of Scudder  Fund Shares with KSC
                  except  for losses  resulting  directly  from the  negligence,
                  misfeasance  or  misconduct  of  the  Custodian  or any of its
                  agents or of any of its or their employees.

2.11     Fund Assets Held in the Custodian's  Direct Paper System. The Custodian
         may deposit  and/or  maintain  securities  owned by a Portfolio  in the
         Direct  Paper  System  of  the  Custodian   subject  to  the  following
         provisions:

         1)       No  transaction  relating to  securities  in the Direct  Paper
                  System will be effected in the absence of Proper  Instructions
                  from the Fund on behalf of the Portfolio;

         2)       The  Custodian  may keep  securities  of the  Portfolio in the
                  Direct Paper System only if such securities are represented in
                  an account ("Account") of the Custodian in the

                                       9
<PAGE>

                  Direct  Paper System which shall not include any assets of the
                  Custodian other than assets held as a fiduciary,  custodian or
                  otherwise for customers;

         3)       The records of the Custodian with respect to securities of the
                  Portfolio  which are  maintained  in the Direct  Paper  System
                  shall identify by book-entry those securities belonging to the
                  Portfolio;

         4)       The  Custodian  shall  pay for  securities  purchased  for the
                  account  of the  Portfolio  upon the making of an entry on the
                  records of the  Custodian to reflect such payment and transfer
                  of securities to the account of the  Portfolio.  The Custodian
                  shall  transfer   securities  sold  for  the  account  of  the
                  Portfolio  upon the  making of an entry on the  records of the
                  Custodian to reflect such  transfer and receipt of payment for
                  the account of the Portfolio;

         5)       The  Custodian  shall  furnish  the  Fund  on  behalf  of  the
                  Portfolio confirmation of each transfer to or from the account
                  of the  Portfolio,  in the form of a written advice or notice,
                  of  Direct  Paper  on the next  business  day  following  such
                  transfer  and  shall  furnish  to the  Fund on  behalf  of the
                  Portfolio copies of daily  transaction  sheets reflecting each
                  day's  transaction in the Securities System for the account of
                  the Portfolio;

         6)       The  Custodian  shall  provide  the  Fund  on  behalf  of  the
                  Portfolio with any report on its system of internal accounting
                  control as the Fund may reasonably request from time to time.

2.12     Segregated  Account.   The  Custodian  shall  upon  receipt  of  Proper
         Instructions  from  the Fund on  behalf  of each  applicable  Portfolio
         establish  and  maintain a  segregated  account or accounts  for and on
         behalf of each such  Portfolio,  into which  account or accounts may be
         transferred cash and/or securities,  including securities maintained in
         an account by the  Custodian  pursuant to Section 2.10  hereof,  (i) in
         accordance  with the  provisions  of any  agreement  among  the Fund on
         behalf of the Portfolio,  the Custodian and a broker-dealer  registered
         under  the  Exchange  Act and a  member  of the  NASD  (or any  futures
         commission  merchant  registered  under the  Commodity  Exchange  Act),
         relating  to  compliance  with  the  rules  of  The  Options   Clearing
         Corporation and of any registered  national securities exchange (or the
         Commodity  Futures  Trading  Commission  or  any  registered   contract
         market),  or of any similar  organization or  organizations,  regarding
         escrow or other  arrangements  in connection  with  transactions by the
         Portfolio,   (ii)  for  purposes  of  segregating  cash  or  government
         securities in connection with options purchased, sold or written by the
         Portfolio or commodity  futures  contracts or options thereon purchased
         or sold by the  Portfolio,  (iii) for the purposes of compliance by the
         Portfolio  with the  procedures  required  by  Investment  Company  Act
         Release  No.  10666,  or any  subsequent  release  or  releases  of the
         Securities  and  Exchange  Commission  relating to the  maintenance  of
         segregated  accounts by  registered  investment  companies and (iv) for
         other proper

                                       10
<PAGE>

         corporate purposes,  but only, in the case of clause (iv), upon receipt
         of, in addition to Proper  Instructions  from the Fund on behalf of the
         applicable Portfolio,  a certified copy of a resolution of the Board of
         Trustees or of the Executive Committee signed by an officer of the Fund
         and certified by the Secretary or an Assistant Secretary, setting forth
         the purpose or purposes of such  segregated  account and declaring such
         purposes to be proper corporate purposes.

2.13    Ownership  Certificates  for Tax Purposes.  The Custodian  shall execute
        ownership  and other  certificates  and  affidavits  for all federal and
        state  tax  purposes  in  connection  with  receipt  of  income or other
        payments with respect to securities of each  Portfolio held by it and in
        connection with transfers of securities.

2.14    Proxies.  The  Custodian  shall,  with  respect to the  securities  held
        hereunder,  cause to be promptly  executed by the  registered  holder of
        such securities,  if the securities are registered otherwise than in the
        name of the  Portfolio  or a  nominee  of the  Portfolio,  all  proxies,
        without  indication of the manner in which such proxies are to be voted,
        and shall  promptly  deliver to the Portfolio  such  proxies,  all proxy
        soliciting materials and all notices relating to such securities.

2.15     Communications  Relating  to  Portfolio  Securities.   Subject  to  the
         provisions of Section 2.3, the Custodian shall transmit promptly to the
         Fund for each  Portfolio all written  information  (including,  without
         limitation,   pendency  of  calls  and  maturities  of  securities  and
         expirations  of rights in connection  therewith and notices of exercise
         of call and put options  written by the Fund on behalf of the Portfolio
         and  the  maturity  of  futures  contracts  purchased  or  sold  by the
         Portfolio)  received by the  Custodian  from issuers of the  securities
         being  held for the  Portfolio.  With  respect  to tender  or  exchange
         offers,  the  Custodian  shall  transmit  promptly to the Portfolio all
         written  information  received  by the  Custodian  from  issuers of the
         securities  whose  tender or  exchange is sought and from the party (or
         his  agents)  making the tender or  exchange  offer.  If the  Portfolio
         desires to take action with respect to any tender offer, exchange offer
         or any other  similar  transaction,  the  Portfolio  shall  notify  the
         Custodian at least three  business  days prior to the date on which the
         Custodian is to take such action.

3.       Payments for Repurchases or Redemptions and Sales of Shares of the Fund
         -----------------------------------------------------------------------

         From such funds as may be available  for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Fund  pursuant  thereto,  the Custodian  shall,  upon receipt of
instructions  from the  Transfer  Agent,  make funds  available  for  payment to
holders  of Shares  who have  delivered  to the  Transfer  Agent a  request  for
redemption or repurchase of their Shares.  In connection  with the redemption or
repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of
instructions  from the  Transfer  Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of the Fund, the Custodian shall honor checks drawn

                                       11
<PAGE>

on the Custodian by a holder of Shares,  which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian in accordance with
such  procedures  and  controls  as are  mutually  agreed upon from time to time
between the Fund and the Custodian.

         The Custodian shall receive from the distributor for the Shares or from
the Transfer  Agent of the Fund and deposit into the account of the  appropriate
Portfolio such payments as are received for Shares of that  Portfolio  issued or
sold  from  time  to  time  by the  Fund.  The  Custodian  will  provide  timely
notification to the Fund on behalf of each such Portfolio and the Transfer Agent
of any receipt by it of payments for Shares of such Portfolio.

4.       Proper Instructions
         -------------------

         Proper  Instructions as used herein means a writing signed or initialed
by one or more person or persons as the Board of  Trustees  shall have from time
to time authorized.  Each such writing shall set forth the specific  transaction
or type of transaction  involved,  including a specific statement of the purpose
for which such action is requested.  Oral instructions will be considered Proper
Instructions if the Custodian  reasonably  believes them to have been given by a
person  authorized  to give such  instructions  with respect to the  transaction
involved. The Fund shall cause all oral instructions to be confirmed in writing.
Upon receipt of a certificate  of the Secretary or an Assistant  Secretary as to
the authorization by the Board of Trustees of the Fund accompanied by a detailed
description of procedures approved by the Board of Trustees, Proper Instructions
may include  communications  effected  directly  between  electro-mechanical  or
electronic  devices  provided  that the Board of Trustees and the  Custodian are
satisfied that such procedures  afford  adequate  safeguards for the Portfolios'
assets.  For  purposes  of  this  Section,  Proper  Instructions  shall  include
instructions  received by the Custodian  pursuant to any  three-party  agreement
which requires a segregated asset account in accordance with Section 2.12.

5.       Actions Permitted without Express Authority
         -------------------------------------------

         The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:

         1)       make  payments  to  itself or others  for  minor  expenses  of
                  handling  securities or other  similar  items  relating to its
                  duties under this  Contract,  provided  that all such payments
                  shall be accounted for to the Fund on behalf of the Portfolio;

         2)       surrender  securities  in  temporary  form for  securities  in
                  definitive form;

         3)       endorse for collection, in the name of the Portfolio,  checks,
                  drafts and other negotiable instruments; and

         4)       in  general,  attend  to  all  non-discretionary   details  in
                  connection with the sale,  exchange,  substitution,  purchase,
                  transfer and other dealings with the securities and

                                       12
<PAGE>

                  property of the Portfolio except as otherwise  directed by the
                  Board of Trustees of the Fund.

6.       Evidence of Authority
         ---------------------

         The  Custodian  shall be  protected  in acting  upon any  instructions,
notice, request,  consent,  certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a certified  copy of a vote of the Board of
Trustees of the Fund as  conclusive  evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees  pursuant to the  Declaration  of Trust as described in
such vote,  and such vote may be  considered  as in full force and effect  until
receipt by the Custodian of written notice to the contrary.

7.       Duties of Custodian with Respect to the Books of Account and
         ------------------------------------------------------------
         Calculation of Net Asset Value and Net Income
         ---------------------------------------------

         The Custodian shall cooperate with and supply necessary  information to
the entity or  entities  appointed  by the Board of Trustees of the Fund to keep
the books of account of each  Portfolio  and/or  compute the net asset value per
share of the outstanding  shares of each Portfolio or, if directed in writing to
do so by the Fund on behalf of the  Portfolio,  shall  itself keep such books of
account  and/or  compute  such net asset value per share.  If so  directed,  the
Custodian  shall  also  calculate  daily  the net  income  of the  Portfolio  as
described in the Fund's currently effective prospectus related to such Portfolio
and shall advise the Fund and the Transfer  Agent daily of the total  amounts of
such net income  and, if  instructed  in writing by an officer of the Fund to do
so,  shall advise the Transfer  Agent  periodically  of the division of such net
income among its various components. The Fund acknowledges and agrees that, with
respect  to  investments  maintained  with  KSC,  KSC  is  the  sole  source  of
information  on the  number  of  shares  of a fund  held  by it on  behalf  of a
Portfolio and that the  Custodian has the right to rely on holdings  information
furnished by KSC to the Custodian in performing  its duties under this Contract,
including  without  limitation,  the duties  set forth in this  Section 7 and in
Section 8 hereof;  provided,  however,  that the Custodian shall be obligated to
reconcile information as to purchases and sales of Scudder Fund Shares contained
in trade instructions and confirmations  received by the Custodian and to report
promptly any  discrepancies  to KSC. The calculations of the net asset value per
share and the daily income of each Portfolio  shall be made at the time or times
described from time to time in the Fund's currently effective prospectus related
to such Portfolio.

8.       Records
         -------

         The Custodian shall with respect to each Portfolio  create and maintain
all records  relating to its activities and  obligations  under this Contract in
such  manner  as will meet the  obligations  of the Fund  under  the  Investment
Company Act of 1940, with  particular  attention to Section 31 thereof and Rules
31a-1 and 31a-2  thereunder.  All such records shall be the property of the Fund
and shall at all times  during the regular  business  hours of the  Custodian be
open for inspection by duly

                                       13
<PAGE>

authorized officers, employees or agents of the Fund and employees and agents of
the  Securities  and  Exchange  Commission.  The  Custodian  shall at the Fund's
request, supply the Fund with a tabulation of securities owned by each Portfolio
and held by the Custodian and shall, when requested to do so by the Fund and for
such  compensation  as shall be agreed upon between the Fund and the  Custodian,
include certificate numbers in such tabulations.

9.       Opinion of Fund's Independent Accountant
         ----------------------------------------

         The Custodian shall take all reasonable  action,  as the Fund on behalf
of each applicable  Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent  accountants with respect
to its  activities  hereunder in connection  with the  preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.

10.      Reports to Fund by Independent Public Accountants
         -------------------------------------------------

         The  Custodian  shall  provide  the  Fund,  on  behalf  of  each of the
Portfolios  at such times as the Fund may  reasonably  require,  with reports by
independent  public accountants on the accounting  system,  internal  accounting
control and  procedures  for  safeguarding  securities,  futures  contracts  and
options on futures contracts,  including  securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian under
this  Contract;  such reports,  shall be of  sufficient  scope and in sufficient
detail,  as may  reasonably  be  required  by the  Fund  to  provide  reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.

11.      Compensation of Custodian
         -------------------------

         The  Custodian  shall be entitled to  reasonable  compensation  for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.

12.      Responsibility of Custodian
         ---------------------------

         So long as and to the extent that it is in the  exercise of  reasonable
care,  the  Custodian  shall  not be  responsible  for the  title,  validity  or
genuineness  of any  property  or evidence  of title  thereto  received by it or
delivered by it pursuant to this  Contract and shall be held  harmless in acting
upon any notice,  request,  consent,  certificate or other instrument reasonably
believed  by it to be genuine  and to be signed by the proper  party or parties,
including  any futures  commission  merchant  acting  pursuant to the terms of a
three-party  futures or options  agreement.  The Custodian  shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without  liability to the Fund for any
action taken or omitted by it in

                                       14
<PAGE>

good faith without negligence.  It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall be
without  liability for any action  reasonably  taken or omitted pursuant to such
advice.

         If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the  Custodian,  result in the  Custodian or
its nominee  assigned to the Fund or the Portfolio  being liable for the payment
of money or incurring  liability  of some other form,  the Fund on behalf of the
Portfolio,  as a  prerequisite  to requiring  the Custodian to take such action,
shall provide  indemnity to the Custodian in an amount and form  satisfactory to
it.

         If the Fund requires the Custodian,  its  affiliates,  subsidiaries  or
agents, to advance cash or securities for any purpose (including but not limited
to securities  settlements,  foreign exchange contracts and assumed  settlement)
for the benefit of a Portfolio or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses,  assessments, claims or
liabilities in connection with the performance of this Contract,  except such as
may arise from its or its nominee's own negligent  action,  negligent failure to
act or willful misconduct,  any property at any time held for the account of the
applicable  Portfolio  shall be  security  therefor  and should the Fund fail to
repay the  Custodian  promptly,  the  Custodian  shall be  entitled  to  utilize
available cash and to dispose of such Portfolio's assets to the extent necessary
to obtain reimbursement.

13.      Effective Period, Termination and Amendment
         -------------------------------------------

         This  Contract  shall  become  effective  as of  its  execution,  shall
continue in full force and effect until terminated as hereinafter provided,  may
be  amended at any time by mutual  agreement  of the  parties  hereto and may be
terminated  by either  party by an  instrument  in writing  delivered or mailed,
postage prepaid to the other party,  such  termination to take effect not sooner
than  thirty (30) days after the date of such  delivery  or  mailing;  provided,
however  that the  Custodian  shall not with  respect to a  Portfolio  act under
Section 2.10 hereof in the absence of receipt of an initial  certificate  of the
Secretary or an Assistant  Secretary  that the Board of Trustees of the Fund has
approved the initial use of a particular Securities System by such Portfolio, as
required by Rule 17f-4 under the Investment  Company Act of 1940, as amended and
that the Custodian  shall not with respect to a Portfolio act under Section 2.11
hereof in the absence of receipt of an initial  certificate  of the Secretary or
an Assistant  Secretary  that the Board of Trustees has approved the initial use
of the Direct Paper System by such Portfolio;  provided further,  however,  that
the Fund shall not amend or  terminate  this  Contract in  contravention  of any
applicable federal or state regulations,  or any provision of the Declaration of
Trust,  and  further  provided,  that the Fund on  behalf  of one or more of the
Portfolios  may at any time by action of its Board of  Trustees  (i)  substitute
another bank or trust  company for the  Custodian by giving  notice as described
above to the Custodian, or (ii) immediately terminate this Contract in the event
of the  appointment  of a  conservator  or  receiver  for the  Custodian  by the
Comptroller  of the  Currency  or upon  the  happening  of a like  event  at the
direction   of  an   appropriate   regulatory   agency  or  court  of  competent
jurisdiction.

                                       15
<PAGE>

         Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio  shall pay to the Custodian such  compensation as may be due as of the
date of such  termination  and shall  likewise  reimburse  the Custodian for its
costs, expenses and disbursements.

14.      Successor Custodian
         -------------------

         If a successor  custodian for the Fund or one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund,  the  Custodian  shall,
upon  termination,  deliver  to such  successor  custodian  at the office of the
Custodian,  duly endorsed and in the form for transfer,  all  securities of each
applicable  Portfolio then held by it hereunder and shall transfer to an account
of the successor  custodian all of the securities of each such Portfolio held in
a Securities System or at KSC.

         If no such successor custodian shall be appointed, the Custodian shall,
in like  manner,  upon  receipt  of a  certified  copy of a vote of the Board of
Trustees of the Fund,  deliver at the office of the  Custodian and transfer such
securities, funds and other properties in accordance with such vote.

         In the event that no written order designating a successor custodian or
certified  copy of a vote of the Board of Trustees  shall have been delivered to
the  Custodian  on or  before  the  date  when  such  termination  shall  become
effective, then the Custodian shall have the right to deliver to a bank or trust
company,  which is a "bank" as defined in the  Investment  Company  Act of 1940,
doing  business  in  Boston,  Massachusetts,  of its own  selection,  having  an
aggregate  capital,  surplus,  and  undivided  profits,  as  shown  by its  last
published report, of not less than $25,000,000,  all securities, funds and other
properties held by the Custodian on behalf of each applicable  Portfolio and all
instruments  held by the Custodian  relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such  successor  custodian  all of the  securities of each such
Portfolio  held in any  Securities  System or at KSC.  Thereafter,  such bank or
trust company shall be the successor of the Custodian under this Contract.

         In the event that securities,  funds and other properties remain in the
possession  of the  Custodian  after  the date of  termination  hereof  owing to
failure of the Fund to procure the certified  copy of the vote referred to or of
the Board of Trustees to appoint a successor  custodian,  the Custodian shall be
entitled  to fair  compensation  for its  services  during  such  period  as the
Custodian retains possession of such securities,  funds and other properties and
the  provisions of this Contract  relating to the duties and  obligations of the
Custodian shall remain in Rill force and effect.

15.      Interpretive and Additional Provisions
         --------------------------------------

         In connection  with the operation of this  Contract,  the Custodian and
the Fund on behalf  of each of the  Portfolios,  may from time to time  agree on
such  provisions  interpretive  of or in  addition  to the  provisions  of  this
Contract as may in their joint opinion be  consistent  with the general tenor of
this Contract.  Any such  interpretive  or additional  provisions  shall be in a
writing  signed by both parties and shall be annexed  hereto,  provided  that no
such  interpretive  or additional  provisions  shall  contravene  any applicable
federal or state regulations or any provision of the Declaration of Trust

                                       16
<PAGE>

of the Fund. No  interpretive  or additional  provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Contract.

16.      Additional Funds
         ----------------

         In the event that the Fund  establishes one or more series of Shares in
addition to Income Portfolio, Income with Growth Portfolio,  Balanced Portfolio,
Growth with  Income  Portfolio  and Growth  Portfolio  with  respect to which it
desires to have the  Custodian  render  services  as  custodian  under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in  writing to provide  such  services,  such  series of Shares  shall  become a
Portfolio hereunder.

17.      Massachusetts Law to Apply
         --------------------------

         This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

18.      Prior Contracts
         ---------------

         This Contract  supersedes and  terminates,  as of the date hereof,  all
prior  contracts  between the Fund on behalf of each of the  Portfolios  and the
Custodian relating to the custody of the Fund's assets.

19.      Shareholder Communications Election
         -----------------------------------

         Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities  for the  account of  customers  to respond to requests by issuers of
securities  for the  names,  addresses  and  holdings  of  beneficial  owners of
securities  of that  issuer  held by the bank  unless the  beneficial  owner has
expressly  objected to disclosure of this  information.  In order to comply with
the rule,  the Custodian  needs the Fund to indicate  whether it authorizes  the
Custodian to provide the Fund's name, address,  and share position to requesting
companies whose  securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will not provide this information to requesting companies.  If the
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as  consenting to disclosure
of this  information  for all  securities  owned  by the  Fund or any  funds  or
accounts established by the Fund. For the Fund's protection,  the Rule prohibits
the  requesting  company  from using the Fund's name and address for any purpose
other than  corporate  communications.  Please  indicate  below whether the Fund
consents or objects by checking one of the alternatives below.

         YES [ ]           The  Custodian  is  authorized  to release the Fund's
                           name, address, and share positions.

                                       17
<PAGE>

         NO  [ ]           The Custodian is not authorized to release the Fund's
                           name, address, and share positions.

20.      Limitation of Liability
         -----------------------

         The Fund is organized as a Massachusetts business trust, and references
in this  Contract to the Fund mean and refer to the  Trustees  from time to time
serving  under its  Declaration  of Trust on file with the Secretary of State of
the Commonwealth of Massachusetts, as the same may be amended from time to time,
pursuant to which the Fund  conducts its business.  It is expressly  agreed that
the  obligations  of the Fund  hereunder  shall not be  binding  upon any of the
Trustees, shareholders,  nominees, officers, agents or employees of the Fund, as
provided in said Declaration of Trust.  Moreover,  if the Fund has more than one
series or Portfolio, no series or Portfolio of the Fund other than the series or
Portfolio on whose  behalf a specified  transaction  shall have been  undertaken
shall be responsible  for the  obligations of the Fund, and persons  engaging in
transactions  with the Fund  shall  look only to the  assets  of that  series or
Portfolio  to satisfy  those  obligations.  The  execution  and delivery of this
Contract has been authorized by the Trustees and signed by an authorized officer
of the Fund, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made by
any of them but shall bind only the trust  property  of the Fund as  provided in
such Declaration of Trust.

                                       18
<PAGE>

         IN WITNESS  WHEREOF,  each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 17th day of February, 1999.

ATTEST                                FARMERS INVESTMENT TRUST


/s/ILLEGIBLE                          By /s/Thomas F. McDonough
- ------------------------                -------------------------



ATTEST                                STATE STREET BANK AND TRUST COMPANY

/s/Marc L. Parsons                    By /s/ILLEGIBLE
- ------------------------                -------------------------
                                        Executive Vice President

                                                                  Exhibit (g)(1)
                                                             [logo] State Street

                       STATE STREET BANK AND TRUST COMPANY

                             CUSTODIAN FEE SCHEDULE

                            FARMERS INVESTMENT TRUST
                                Income Portfolio
                          Income with Growth Portfolio
                               Balanced Portfolio
                          Growth with Income Portfolio
                                Growth Portfolio

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

I.       ADMINISTRATION
         --------------

         Maintain custody of fund assets.  Settle portfolio purchases and sales.
         Report buy and sell fails. Determine and collect portfolio income. Make
         cash  disbursements  and  report  cash  transactions  in local and base
         currency.  Withhold foreign taxes.  File foreign tax reclaims.  Monitor
         corporate actions. Report portfolio positions.

         Annual Charge              $3,000 per portfolio for first year
                                    $6,000 per portfolio for subsequent years

II.      PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED
         -----------------------------------------------

         State Street Bank Repos                       $4.00

         DTC or Fed Book Entry                         $12.00

         New York Physical Settlements                 $25.00

         PTC Purchase, Sale, Deposit or Withdrawal     $16.00

         Mutual Fund Purchases and Sales               No Charge

III.     SPECIAL SERVICES
         ----------------

         Fees  for   activities   of  a   non-recurring   nature  such  as  fund
         consolidations or reorganizations, extraordinary security shipments and
         the preparation of special reports will be subject to negotiation. Fees
         for tax  accounting/recordkeeping  for options,  financial futures, and
         other special items will be negotiated separately.

IV.      EARNINGS CREDIT
         ---------------

         A balance  credit equal to 75% of the 90 day CD rate in effect the last
         business  day of each month will be  applied  to the  Custodian  Demand
         Deposit Account balance of each fund, net of check  redemption  service
         overdrafts,  on a pro-rated  basis  against the fund's  custodian  fee,
         excluding out-of-pocket expenses. The balance credit will be cumulative
         and carried forward each month. Any excess credit remaining at year-end
         (December 31) will not be carried forward.

<PAGE>

V.       OUT-OF-POCKET EXPENSES
         ----------------------

         A billing for the recovery of applicable out-of-pocket expenses will be
         made as of the end of each month.  Out-of-pocket  expenses include, but
         are not limited to the following:

         Telephone
         Wire Charges  ($5.00 per wire in and $5.25 out)
         Postage and  Insurance
         Courier Service
         Duplicating
         Legal Fees
         Supplies Related to Fund Records
         Rush Transfers -- $8.00 each
         Transfer Fees
         Sub-Custodian Charges
         Price Waterhouse  Audit Letter
         Federal Reserve Fee for Returned Check items over $2,500 -- $4.25 each
         GNMA  transfer  -- $15.00  each
         Stamp  Duties
         Registration Fees




SCUDDER KEMPER INVESTMENTS, INC.         STATE STREET BANK & TRUST COMPANY
- -------------------------------------------------------------------------------

By:                                      By:
    --------------------------------            -------------------------------
Title:                                   Title:
       -----------------------------            -------------------------------
Date:                                    Date:
      ------------------------------           --------------------------------


                                                                     Exhibit (i)

[DECHERT PRICE & RHOADS LETTERHEAD]

                                                   August 30, 1999

Farmers Investment Trust
222 South Riverside Plaza
Chicago, IL 60606

         Re:      Post-Effective Amendment No. 2 to the Registration Statement
                  on Form N-1A (SEC File No. 811-09085)

Ladies and Gentlemen:

         Farmers Investment Trust (the "Trust") is a trust created under a
written Declaration of Trust dated October 26, 1998. The Declaration of Trust,
as amended from time to time, is referred to as the "Declaration of Trust." The
beneficial interest under the Declaration of Trust is represented by
transferable shares, $.01 par value per share ("Shares"). The Trustees have the
powers set forth in the Declaration of Trust, subject to the terms, provisions
and conditions therein provided.

         We are of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Declaration of Trust is legal
and valid.

         Under Article V, Section 5.4 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series. By written instruments, the Trustees
have from time to time established various series of the Trust. The Shares are
currently divided into five series (the "Funds").

         By votes adopted on February 12, 1999, the Trustees of the Trust
authorized the President, any Vice President, the Secretary and the Treasurer,
from time to time, to determine


<PAGE>

Farmers Investment Trust
August 30, 1999
Page 2


the appropriate number of Shares to be registered, to register with the
Securities and Exchange Commission, and to issue and sell to the public, such
Shares.

         We understand that you are about to file with the Securities and
Exchange Commission, on Form N-1A, Post Effective Amendment No. 2 to the Trust's
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the continuous
offering of the Shares of the five Funds: Income Portfolio, Income with Growth
Portfolio, Balanced Portfolio, Growth with Income Portfolio and Growth
Portfolio. We understand that our opinion is required to be filed as an exhibit
to the Registration Statement.

         We are of the opinion that all necessary Trust action precedent to the
issue of the Shares of the Funds named above has been duly taken, and that all
such Shares may be legally and validly issued for cash, and when sold will be
fully paid and non-assessable by the Trust upon receipt by the Trust or its
agent of consideration for such Shares in accordance with the terms in the
Registration Statement, subject to compliance with the Securities Act, the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities.

         We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to Post-Effective Amendment No. 2 to the Registration
Statement.

                                       Very truly yours,



                                       /s/ Dechert Price & Rhoads






<PAGE>


Prepared by:  Mark K. Loughman
Signed by:  Sheldon A. Jones



                                                                     Exhibit (j)

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby  consent to the  incorporation  by reference  into the  Prospectus and
Statement of Additional  Information  constituting the Post-Effective  Amendment
No. 2 to the Registration Statement on Form N-1A (the "Registration  Statement")
of Farmers  Investment Trust comprised of Income  Portfolio,  Income with Growth
Portfolio,   Balanced  Portfolio,   Growth  with  Income  Portfolio  and  Growth
Portfolio,  of our report dated June 9, 1999,  on the financial  statements  and
financial  highlights  appearing  in the April  30,  1999  Annual  Report to the
Shareholders of Farmers Mutual Fund  Portfolios,  which is also  incorporated by
reference into the Registration  Statement. We further consent to the references
to our Firm under the heading  "Financial  Highlights,"  in the  Prospectus  and
"Experts" in the Statement of Additional Information.






/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 31, 1999


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