METAMARKETS COM FUNDS, N-1A/A, 1999-08-25

METAMARKETS COM FUNDS
N-1A/A, 1999-08-25

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. 4 [X]

Post-Effective Amendment No. [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. [ ]

(Check appropriate box or boxes.)

METAMARKETS.COM FUNDS
(Exact Name of Registrant as Specified in Charter)

400 Oyster Point Blvd. - Suite 414
South San Francisco, CA 94080
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (650) 616-1900

Donald L. Luskin
400 Oyster Point Blvd. - Suite 414
South San Francisco, CA 94080
(Name and Address of Agent for Service)

copy to:

Stuart H. Coleman Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement is declared effective.

===============================================================================

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

===============================================================================
<PAGE>

METAMARKETS.COM FUNDS

PROSPECTUS

____________, 1999

o OPENFUND

o COMMUNICATIONS TECHNOLOGY FUND

o MEDIA TECHNOLOGY FUND

o OPENFUND II

ADVISED BY
METAMARKETS INVESTMENTS LLC

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
FUND SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

<PAGE>

TABLE OF CONTENTS

DESCRIPTION OF THE FUNDS - OVERVIEW, OBJECTIVES, RISK/RETURN AND
EXPENSES
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ON INVESTMENT STRATEGIES AND RISKS
- -------------------------------------------------------------------------------
FUND MANAGEMENT
- -------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
- -------------------------------------------------------------------------------
BACK COVER

DESCRIPTION OF THE FUNDS

OVERVIEW
- -------------------------------------------------------------------------------

THE FUNDS

The MetaMarkets.com Funds consist of four separate
Funds, each with its own investment strategy and
risk/return profile. All four Funds seek capital
growth and invest principally in common stocks of
companies characterized as "growth" companies. The
differences in investment strategy among the Funds
affect the degree of risk each Fund is subject to
and its return. The Funds are actively managed
and, thus, are subject to the risk that a Fund's
portfolio management practices might not achieve
their goals. Because you could lose money by
investing in a Fund, be sure to read all risk
disclosure carefully before investing.

Each Fund invests in securities of companies
which, in the opinion of the Fund's investment
adviser, are innovative growth companies at the
leading edge of technological, social and economic
change. These are companies which define the "New
Economy." They demonstrate the ability to
innovate, continuously learn and productively
change. Through innovative use of technology or
the imaginative use of organizational techniques
or marketing methods, they are redefining the way
goods and services are provided in the economy.
These are companies that make us more efficient at
work, and change the way we relax and play.

The Funds' investments may range from small
companies developing new technologies or
practicing innovative methods to provide consumer
services, to large blue chip companies with
established track records of developing and
marketing these advances.

Much is being written about the New Economy. Visit
the Web site at http://www.MetaMarkets.com if you
want to find out where you can read more about it.

The Funds' investment adviser intends to operate
the Funds as the first "interactive mutual funds"
integrating real time investor participation with
the investment process. Each Fund intends to post
on its Web site updates of its holdings in real
time, to the extent praticable. In addition, part
of the investment adviser's Web site will display
complete Fund trading activity in real time, to
the extent practicable. It also will support
communication technologies such as discussion
boards, chat rooms, webcams, and on-line polls
through which Fund shareholders and others may
interact with the Funds' portfolio managers and
each other to share ideas about the Funds, stocks,
market conditions and other related topics. Both
sites will display in real time, to the extent
practicable, an estimate of the Funds' net asset
value. The Funds' investment adviser believes that
no other mutual fund has ever before brought
together such a comprehensive array of
opportunities for a shareholder to interact with
respect to his or her investment in a fund.

OBJECTIVES, RISK/RETURN AND EXPENSES

OPENFUND

INVESTMENT OBJECTIVE The Fund seeks to provide investors with capital
growth.

PRINCIPAL INVESTMENT The Fund invests principally in the common stocks
STRATEGIES of companies that the investment adviser believes
derive strategic advantage from trends caused by
the development of the "New Economy."

The Fund will engage in frequent portfolio trading
in an attempt to take advantage of short-term
trends in valuation and momentum.

To implement the Fund's strategy, the adviser will
select from those companies based in the U.S. or,
to a limited extent, in foreign countries that
provide or are expected to benefit from advances
and improvements in technology, consumer services
or business practices. These companies may include
those that develop, produce or distribute products
or services in the Internet, electronics,
communications, healthcare, biotechnology, and
computer software and hardware sectors, as well as
the consumer marketing, media, entertainment and
financial services sectors. The Fund's investments
may range from small companies (including those
with market capitalizations below $500 million) to
large blue chip companies. The Fund also may
invest in the preferred stocks and convertible
securities (including those rated below investment
grade, so-called junk bonds) of these companies
and engage in short selling and, from time to
time, leverage, futures and options transactions.

PRINCIPAL INVESTMENT Stocks fluctuate in price, often based on factors
RISKS unrelated to the issuers' value. The value of your
investment in the Fund will fluctuate in response
to movements in the stock market and the
activities of individual portfolio companies. As a
result, you could lose money by investing in the
Fund, particularly if there is a sudden decline in
the share prices of the Fund's holdings or an
overall decline in the stock market.

The Fund will engage in short-term trading, which
could produce higher brokerage costs and taxable
distributions than a fund with low portfolio
turnover.

The Fund will invest in companies in the
technology sector, including those with small
capitalizations, which carry additional risks.
These companies typically have less predictable
earnings than other companies. In addition,
small-cap stocks trade less frequently and in more
limited volume than those of larger, more
established companies. As a result, technology and
small-cap stocks may fluctuate significantly more
in value than other stocks. Thus, the Fund's share
price should be expected to fluctuate
significantly more than the share prices of many
other types of mutual funds.

The Fund is non-diversified and may invest a
greater percentage of its assets in a particular
company compared with other funds. Accordingly,
the Fund's portfolio may be more sensitive to
changes in the market value of a single company or
industry.

The Fund may invest in lower-rated convertible
securities which have speculative characteristics
and higher credit risk. With this type of
investment, a greater likelihood exists that
adverse economic changes can result in a weakened
capacity to make interest and principal payments
on a timely basis.

Foreign securities involve special risks, such as
exposure to currency exchange rate fluctuations,
and tend to be more volatile than U.S. securities.

The Fund may not always be able to close out an
established short position at any particular time
or at an acceptable price.

The Fund can buy securities with borrowed money (a
form of leverage), which could have the effect of
magnifying the Fund's gains or losses.

Successful use of options and futures is subject
to the adviser's ability to predict correctly
movements in the direction of the market. A
relatively small investment could have a large
impact on the Fund's performance.

<PAGE>

PERFORMANCE BAR CHART AND TABLE

Because the Fund is new, it has no performance as of the date of this
prospectus.

FEES AND EXPENSES

If you purchase and hold shares of OpenFund, you will pay certain fees and
expenses, which are described in the tables. Annual Fund operating expenses are
paid out of Fund assets, and are reflected in the share price.

- ------------------------------------------
Annual Fund Operating Expenses
(fees paid from Fund assets)
- ------------------------------------------
Management Fee 1.00%
- ------------------------------------------
Distribution (12b-1)
Fee .25%
- ------------------------------------------
Other Expenses1 .20%
- ------------------------------------------
Total Annual Fund
Operating Expenses1 1.45%
- ------------------------------------------

- ------------------------------------------
Fee Waiver and/or
Expense (.73%)
Reimbursement1
- ------------------------------------------
Net Operating .72%
Expenses1
- ------------------------------------------

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

1 Other Expenses are based on estimated amounts for the current fiscal year.
To the extent actual expenses are higher, the investment adviser has
contractually agreed to reimburse the Fund to the extent such Other
Expenses exceed .20% of the Fund's average daily net assets for the fiscal
year ending August 31, 2000. In addition, the investment adviser has agreed
to waive its fees and pay all Fund expenses through February 28, 2000.

<PAGE>

EXPENSE EXAMPLE

Use the example at right
to help you compare the
cost of investing in the Fund OPENFUND 1 3
with the cost of investing
in other mutual funds. It $74 $387
illustrates the amount of -----------------------------------
fees and expenses you would
pay, assuming the following:

o $10,000 investment
o 5% annual return
o except from the fee waiver in
year one, no changes in the
Fund's operating expenses
o reinvestment of all dividends
and distributions
o redemption at the end of each
period shown

Your actual costs may be higher or lower. Year one fees and expenses reflect the
waiver of expenses totaling .73% of the Fund's average daily net assets based on
a contractual agreement.

<PAGE>

OBJECTIVES, RISK/RETURN AND EXPENSES

COMMUNICATIONS TECHNOLOGY FUND

INVESTMENT OBJECTIVE The Fund seeks to provide investors with capital
growth.

PRINCIPAL INVESTMENT The Fund invests principally in the common stocks
STRATEGIES of companies that the investment adviser believes
derive strategic advantage from the development of
global telecommunications for voice and data
traffic.

To implement the Fund's strategy, the adviser will
select from those companies based in the U.S. or,
to a limited extent, in foreign countries that
develop, manufacture or sell communications and
networking services or equipment, or that provide
Internet and media services to such companies. The
Fund will invest at least 65% of its total assets
in such companies. The Fund's investments may
range from small companies (including those with
market capitalizations below $500 million) to
large blue chip companies. The Fund also may
invest in the preferred stocks and convertible
securities (including those rated below investment
grade, so-called junk bonds) of these companies
and engage in short selling and, from time to
time, leverage, futures and options transactions.

Because the Fund's investments are concentrated in
the telecommunications industries, the value of
its shares will be affected by factors peculiar to
those industries and may fluctuate more widely
than that of a fund which invests in a broad range
of industries. Many of these companies are subject
to both federal and state regulation affecting
permitted rates of return and the kinds of
services that may be offered. Their products and
services may quickly become outdated. Some are
engaged in fierce competition for a share of the
market for their products and their securities are
subject to increased price volatility.

Foreign securities involve special risks, such as
exposure to currency exchange rate fluctuations,
and tend to be more volatile than U.S. securities.

The Fund may not always be able to close out an
established short position at any particular time
or at an acceptable price.

The Fund can buy securities with borrowed money (a
form of leverage), which could have the effect of
magnifying the Fund's gains or losses.

<PAGE>

PERFORMANCE BAR CHART AND TABLE

Because the Fund is new, it has no performance as of the date of this
prospectus.

FEES AND EXPENSES

If you purchase and hold shares of the Communications Technology Fund, you will
pay certain fees and expenses, which are described in the tables. Annual Fund
operating expenses are paid out of Fund assets, and are reflected in the share
price.

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

1 Other Expenses are based on estimated amounts for the current fiscal year.
To the extent actual expenses are higher, the investment adviser has
contractually agreed to reimburse the Fund to the extent Other Expenses
exceed .20% of the Fund's average daily net assets for the fiscal year
ending August 31, 2000. In addition, the investment adviser has agreed to
waive its fees and pay all Fund expenses through February 28, 2000.

EXPENSE EXAMPLE

Use the example at right COMMUNICATIONS 1 3
to help you compare the TECHNOLOGY FUND Year Years
cost of investing in the Fund
with the cost of investing $74 $387
in other mutual funds. -------------------------------------
It illustrates the amount of
fees and expenses you would
pay, assuming the following:

o $10,000 investment
o 5% annual return
o except for the fee waiver in year one,
no changes in the Fund's operating expenses
o reinvestment of all dividends
and distributions
o redemption at the end of each period shown

Your actual costs may be higher or lower. Year one fees and expenses reflect the
waiver of expenses totaling .73% of the Fund's average daily net assets based on
a contractual agreement.

<PAGE>

OBJECTIVES, RISK/RETURN AND EXPENSES

MEDIA TECHNOLOGY FUND

INVESTMENT OBJECTIVE The Fund seeks to provide investors with capital
growth.

PRINCIPAL INVESTMENT The Fund invests principally in common stocks of
STRATEGIES companies that the investment adviser believes
derive strategic advantage from the development of
digital technologies used in the broadcast,
entertainment and other media industries.

To implement the Fund's strategy, the adviser will
select companies based in the U.S. or, to a
limited extent, in foreign countries that develop,
produce, sell or distribute goods or services used
in the media industries, such as Internet,
retailing, financial services, advertising,
broadcasting, film, publishing, cable television
and video, and cellular communications companies.
The Fund will invest at least 65% of its total
assets in such companies. The Fund's investments
may range from small companies (including those
with market capitalizations below $500 million) to
large blue chip companies. The Fund also may
invest in the preferred stocks and convertible
securities (including those rated below investment
grade, so-called junk bonds) of these companies
and engage in short selling and, from time to
time, leverage, futures and options transactions.

Because the Fund's investments are concentrated in
the media industries, the value of its shares will
be affected by factors peculiar to those
industries and may fluctuate more widely than that
of a fund which invests in a broad range of
industries. Some of these companies are undergoing
significant change because of federal deregulation
of cable and broadcasting. As a result,
competitive pressures are intense and the
securities of these companies are subject to
increased price volatility.

The Fund will invest in companies in the
technology sector, including those with small
capitalizations (below $500 million), which carry
additional risks. These companies typically have
less predictable earnings than other companies. In
addition, small-cap stocks trade less frequently
and in more limited volume than those of larger,
more established companies. As a result,
technology and small-cap stocks may fluctuate
significantly more in value than other stocks.
Thus, the Fund's share price should be expected to
fluctuate significantly more than the share prices
of many other types of mutual funds.

Foreign securities involve special risks, such as
exposure to currency exchange rate fluctuations,
and tend to be more volatile than U.S. securities.

The Fund may not always be able to close out an
established short position at any particular time
or at an acceptable price.

The Fund can buy securities with borrowed money (a
form of leverage), which could have the effect of
magnifying the Fund's gains or losses.

<PAGE>

PERFORMANCE BAR CHART AND TABLE

Because the Fund is new, it has no performance as of the date of this
prospectus.

FEES AND EXPENSES

If you purchase and hold shares of the Media Technology Fund, you will pay
certain fees and expenses, which are described in the tables. Annual Fund
operating expenses are paid out of Fund assets, and are reflected in the share
price.

- ------------------------------------------
Annual Fund Operating Expenses
(fees paid from Fund assets)
- ------------------------------------------
Management Fee 1.00%
- ------------------------------------------
Distribution (12b-1) .25%
Fee
- ------------------------------------------
Other Expenses1 .20%
- ------------------------------------------
Total Annual Fund
Operating Expenses1 1.45%
- ------------------------------------------
Fee Waiver and/or
Expense (.73%)
Reimbursement1
- ------------------------------------------
Net Operating .72%
Expenses1
- ------------------------------------------

- ----------------------
1 Other Expenses are based on estimated amounts for the current fiscal year.
To the extent actual expenses are higher, the investment adviser has
contractually agreed to reimburse the Fund to the extent Other Expenses
exceed .20% of the Fund's average daily net assets for the fiscal year
ending August 31, 2000. In addition, the investment adviser has agreed to
waive its fees and pay all Fund expenses through February 28, 2000.

EXPENSE EXAMPLE

Use the example at right MEDIA TECHNOLOGY FUND 1 3
to help you compare the Year Years
cost of investing in the Fund
with the cost of investing $74 $387
in other mutual funds. It ---------------------------------------
illustrates the amount of
fees and expenses you would
pay, assuming the following:

o $10,000 investment
o 5% annual return
o except for the fee waiver in
year one, no changes in the
Fund's operating expenses
o reinvestment of all dividends
and distributions
o redemption at the end of each period shown

Your actual costs may be higher or lower. Year one fees and expenses reflect the
waiver of expenses totaling .73% of the Fund's average daily net assets based on
a contractual agreement.

<PAGE>

OBJECTIVES, RISK/RETURN AND EXPENSES

OPENFUND II

INVESTMENT OBJECTIVE The Fund seeks to provide investors with capital
growth.

Foreign securities involve special risks, such as
exposure to currency exchange rate fluctuations,
and tend to be more volatile than U.S. securities.

The Fund may not always be able to close out an
established short position at any particular time
or at an acceptable price.
The Fund can buy securities with borrowed money (a
form of leverage), which could have the effect of
magnifying the Fund's gains or losses.

<PAGE>

PERFORMANCE BAR CHART AND TABLE

Because the Fund is new, it has no performance as of the date of this
prospectus.

FEES AND EXPENSES

If you purchase and hold shares of OpenFund II, you will pay certain fees and
expenses, which are described in the tables. Annual Fund operating expenses are
paid out of Fund assets, and are reflected in the share price.

- ---------------------------------------------
Annual Fund Operating Expenses
(fees paid from Fund assets)
- ---------------------------------------------
Management Fee 1.00%
- ---------------------------------------------
Distribution (12b-1)
Fee .25%
- ---------------------------------------------
Other Expenses1 .20%
- ---------------------------------------------
Total Annual Fund
Operating Expenses1 1.45%
- ---------------------------------------------
Fee Waiver and/or
Expense (.73%)
Reimbursement1
- ---------------------------------------------
Net Operating .72%
Expenses1
- ---------------------------------------------

- -----------------------
1 Other Expenses are based on estimated amounts for the current fiscal year.
To the extent actual expenses are higher, the investment adviser has
contractually agreed to reimburse the Fund to the extent Other Expenses
exceed .20% of the Fund's average daily net assets for the fiscal year
ending August 31, 2000. In addition, the investment adviser has agreed to
waive its fees and pay all Fund expenses through February 28, 2000.

EXPENSE EXAMPLE

Use the example at right OPENFUND II 1 3
to help you compare the Year Years
cost of investing in the Fund
with the cost of investing $74 $387
in other mutual funds. It --------------------------------------
illustrates the amount of
fees and expenses you would
pay, assuming the following:

o $10,000 investment
o 5% annual return
o except for the fee waiver in
year one, no changes in the Fund's
operating expenses
o reinvestment of all dividends
and distributions
o redemption at the end of each period
shown

Your actual costs may be higher or lower. Year one fees and expenses reflect the
waiver of expenses totaling .73% of the Fund's average daily net assets based on
a contractual agreement.

<PAGE>
ADDITIONAL INFORMATION ON INVESTMENT STRATEGIES AND RISKS

PRINCIPAL STRATEGIES APPLICABLE TO ALL FUNDS

While the Funds typically invest principally in common stocks, they also may
invest in convertible securities and preferred stocks and other equity
securities having the characteristics of common stocks (generally, in each case
up to 10% of the Fund's assets). Convertible securities are exchangeable for
another form of the issuer's securities, and generally are subordinated to other
similar but non-convertible securities of the same issuer and, thus, typically
have lower credit ratings than similar non-convertible securities. Each Fund may
invest up to 10% of its assets in convertible securities rated below investment
grade (Baa/BBB) and as low as the lowest rating assigned by the rating agencies
(C/D) or the unrated equivalent as determined by the adviser. Preferred stock
has preference over common stock in the payment of dividends and the liquidation
of assets, but ordinarily does not carry voting rights.

Although the Funds will invest principally in securities of U.S. issuers, each
Fund may invest up to 20% of its total assets in the equity securities of
foreign issuers, including common stocks, preferred stocks, convertible
securities and depositary receipts, such as ADRs.

The Funds may sell short securities of companies that the investment adviser
believes will underperform amidst the challenges of the New Economy. In
addition, each Fund may engage in short-selling for hedging purposes, such as to
limit exposure to a possible market decline in the value of its portfolio
securities. Generally, the Fund would sell a security it does not own. To
complete the transaction, the Fund must borrow the security to make delivery to
the buyer. The Fund is obligated to replace the security borrowed by purchasing
it subsequently at the market price at the time of replacement. No securities
will be sold short if, after effect is give to any such short sale, the total
market value of all securities sold short would exceed 25% of the value of a
Fund's net assets.

Each Fund may invest some assets in options and futures contracts and, though
not part of its principal strategy, certain other derivatives such as equity
swaps. These instruments are used primarily to hedge the Fund's portfolio but
may be used to increase returns; however, they sometimes may reduce returns or
increase volatility. No Fund may invest in such contracts and options for
purposes other than hedging if the sum of the amount of initial margin deposits
and premiums paid for unexpired options with respect to such contracts, other
than for bona fide hedging purposes, exceeds 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and unrealized
losses on such contracts and options.

Each Fund may borrow money from banks, brokers or dealers for investment
purposes. Borrowing for investment purposes is known as "leverage." To the
extent a Fund uses leverage, it would limit such leverage to 25% of its total
assets.

Each Fund, from time to time, may take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in an attempt to
respond to adverse market, economic, political, or other conditions and invest
some or all of its assets in money market instruments. During these periods, the
Fund may not achieve its investment objective.

PRINCIPAL RISKS APPLICABLE TO ALL FUNDS

MARKET AND MANAGEMENT RISK. Over time, growth companies are expected to increase
their earnings at an above-average rate. If these expectations are not met,
their stock prices can fall drastically--even if earnings show an absolute
increase.

Each Fund may purchase securities of companies in initial public offerings or
shortly thereafter. The prices of these companies' securities may be very
volatile. Each Fund may purchase securities of companies which have no earnings
or have experienced losses. The Fund generally will make these investments based
on a belief that actual or anticipated products or services will produce future
earnings. If the anticipated event is delayed or does not occur, or if investor
perceptions about the company change, the company's stock price may decline
sharply and its securities may become less liquid.

<PAGE>

FOREIGN SECURITIES RISK. Securities of foreign issuers (including ADRs)
fluctuate in price, often based on factors unrelated to the issuers' value, and
such fluctuations can be pronounced. Foreign securities tend to be more volatile
than U.S. securities because they include special risks, such as exposure to
currency fluctuations, a lack of comprehensive company information, political
instability, and differing auditing and legal standards.

LOWER RATED SECURITIES RISK. Higher yielding (and, therefore, higher risk)
convertible securities, such as those rated below investment grade, may be
subject to certain risks with respect to the issuing entity and to greater
market fluctuations than lower yielding, higher rated convertible securities.
The retail secondary market for these securities may be less liquid than that of
higher rated securities; adverse conditions could make it difficult at times for
the Fund to sell these securities or could result in lower prices that those
used in calculating the Fund's net asset value.

RISK OF USING CERTAIN INVESTMENT TECHNIQUES. With respect to short sales, the
price at the time the Fund replaces the security borrowed may be more (and the
Fund would lose money) or less (and the Fund would make money) than the price at
which the security was sold by the Fund. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of any premium or
amounts in lieu of interest the Fund may be required to pay in connection with a
short sale.

The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of a Fund's investments (held
or intended for purchase) being hedged and in the price of the futures contract
or option may be imperfect; (ii) possible lack of a liquid secondary market for
closing out options or futures positions; and (iii) losses due to unanticipated
market movements.

Leveraging is a sophisticated investment technique that amplifies the effect on
net asset value of any increase or decrease in the market value of the Fund's
portfolio. These borrowings will be subject to interest costs which may or may
not be recovered by appreciation of the securities purchased; in certain cases,
interest costs may exceed the return received on the securities purchased.

INTERNET RISK. Since the Funds are designed specifically for on-line investors,
an interruption in transmissions over the Internet generally or problem in the
transmission of the MetaMarkets.com Web site in particular could result in a
delay or interruption in your ability to access the MetaMarkets.com Web site,
place purchase or sale orders with the Funds or otherwise interact with the
Funds.

YEAR 2000 RISK. Like other funds and business organizations around the world,
the Funds could be adversely affected if the computer systems used by the
investment adviser and the Funds' other service providers do not properly
process and calculate date-related information for the year 2000 and beyond.
Year 2000 issues may adversely affect the companies or other issuers in which
the Funds invest where, for example, such entities incur substantial costs to
address Year 2000 issues or suffer losses caused by the failure to adequately or
timely do so. Foreign markets may be less prepared to address Year 2000 issues
than U.S. ones.

The investment adviser and the Funds' other service providers have assured the
Funds that they have developed and are implementing clearly defined and
documented plans intended to minimize risks to services critical to the Funds'
operations associated with Year 2000 issues. The investment adviser and the
Fund's other service providers are likewise seeking assurances from their
respective vendors and suppliers that such entities are addressing Year 2000
issues.

While the ultimate costs or consequences of incomplete or untimely resolution of
Year 2000 issues cannot be accurately assessed at this time, the Funds currently
have no reason to believe that the Year 2000 plans of the investment adviser and
the Funds' other service providers will not be completed by December 31, 1999,
or that the anticipated costs associated with full implementation of their plans
will have a material adverse impact on either their business operations or
financial condition or those of the Funds. If any systems upon which the Funds
are dependent are not Year 2000 ready by December 31, 1999, administrative
errors and account maintenance failures would likely occur, which could result
in a decline in the value of the Funds' securities and return.

<PAGE>

FUND MANAGEMENT

Investment Adviser

MetaMarkets Investments LLC, located at 400 Oyster Point Blvd., Suite 414, South
San Francisco, California 94080, serves as each Fund's investment adviser. The
investment adviser is a newly formed entity and has no operating history upon
which investors can evaluate its performance. Donald L. Luskin, the investment
adviser's President and Chief Executive Officer, was formerly the Chief
Executive Officer of Barclays Global Mutual Funds and the Vice Chairman of
Barclays Global Investors, one of the world's largest investment management
organizations. The investment adviser is responsible for making investment
decisions for each Fund, placing purchase and sale orders and providing
research, statistical analysis and continuous supervision of each Fund's
investment portfolio. Investment decisions for each Fund are made by a team of
the investment adviser's portfolio managers; the team collaborates in making
portfolio recommendations and no individual is primarily responsible for making
recommendations to the team. Set forth below is the investment advisory fee rate
payable to the investment adviser by each Fund:

Average Daily Net Annual Rate of
ASSETS OF THE FUND ADVISORY FEE

on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

The per share net asset value (NAV) of each Fund is calculated by adding the
total value of the Fund's investments and other assets, subtracting its
liabilities and then dividing that figure by the number of outstanding shares.

Each Fund's NAV is determined and its shares are priced at the close of regular
trading on the New York Stock Exchange, normally at 4:00 p.m. Eastern time, on
days the Exchange is open, except Columbus Day and Veterans' Day. The New York
Stock Exchange is closed on weekends, national holidays and Good Friday. Foreign
securities held by a Fund may trade on days when the Fund does not calculate its
NAV and thus affect the Fund's NAV on days when investors will not be able to
purchase or redeem Fund shares.

Your order for purchase, sale or exchange of shares is priced at the next NAV
calculated after the Fund receives your completed order form.

Each Fund's investments are valued each business day generally by using
available market quotations or, if market quotations are not available, at fair
value determined by the Fund's Board or in accordance with procedures approved
by the Board. For further information regarding the methods employed in valuing
the Funds' investments, see the Statement of Additional Information (SAI).

The Funds' 12b-1 fees compensate the Funds' distributor and other dealers and
investment representatives for services and expenses relating to the sale and
distribution of the Funds' shares. Because 12b-1 fees are paid from Fund assets
on an ongoing basis, over time they will increase the cost of your investment
and may cost you more than paying other types of sales charges.

<PAGE>

HOW TO BUY AND SELL SHARES

GENERAL

MetaMarkets.com Funds are designed specifically for on-line investors. You can
access the Funds at the MetaMarkets.com Web site on the Internet. By clicking
one of the Fund order icons, you can quickly and easily place a purchase or sale
order for shares. You will be prompted to enter your trading password whenever
you perform a transaction so that the Fund can be sure each purchase or sale is
secure. For your own protection, only you or your co-account holder(s) should
place orders through your Fund account. When you purchase shares, you will be
asked to: (1) affirm your consent to receive all Fund documentation
electronically, (2) provide your e-mail address and (3) affirm that you have
read the Prospectus. The Funds' current Prospectus will be readily available for
viewing and printing on the Web site.

To become a Fund shareholder, you will need to open an account and consent to
receive all shareholder information about the Funds electronically.
MetaMarkets.com Funds may deliver paper-based shareholder information in certain
circumstances at no extra cost to the investor. If you call or e-mail the Funds
to request paper-based shareholder information, or if you revoke your consent to
receive all shareholder information electronically, the Funds will deliver such
information to you and you may be charged a transaction fee of up to $12 to
cover the costs of printing, shipping and handling (a fee will not be charged
for delivery of confirmations or statements). Shareholder information includes
prospectuses, annual and semi-annual reports, proxy materials, confirmations and
statements.

PURCHASING AND ADDING TO YOUR SHARES

Minimum Investment
Account type Initial Subsequent

Regular
(non-retirement) $1,000 $250
Retirement (IRA) $100 $50
Automatic
Investment Plan $250 $50

To make your initial investment, follow the instructions on the account
application at the end of this Prospectus. To make subsequent investments, click
the Fund Purchase Order icon and follow the instructions. The Funds offer an
Automatic Investment Plan and Directed Dividend Option, which are convenient
ways of buying Fund shares. These also are described on the account application
and in the SAI.

All purchases must be in U.S. dollars. A fee will be charged for any checks that
do not clear. Third-party checks are not accepted.

The Funds may waive the minimum purchase requirements or reject any purchase
order in whole or in part.

SELLING YOUR SHARES

You may sell (i.e., redeem) your shares at any time. Your sales price will be
the next NAV after your sell order is received by the Fund, its transfer agent,
or your investment representative. Normally you will receive your proceeds
within a week after your request is received.

To sell Fund shares, click the Fund Sell Order icon and follow the instructions.

<PAGE>

o VERIFYING TELEPHONE REDEMPTIONS
MetaMarkets.com Funds will make efforts to insure that telephone redemptions are
only made by authorized shareholders. All telephone calls are recorded for your
protection and you will be asked for information to verify your identity. Given
these precautions, unless you have specifically indicated on your application
that you do not want the telephone redemption feature, you may be responsible
for any fraudulent telephone orders. If appropriate precautions have not been
taken, the transfer agent may be liable for losses due to unauthorized
transactions.

o REDEMPTIONS WITHIN 15 DAYS OF INITIAL INVESTMENT
Before selling recently purchased shares, please note that if your initial
investment was by check, the Fund may delay sending you the proceeds until the
check has cleared (which may take up to 15 days from the date of purchase). You
can avoid this delay by purchasing shares with a certified check.

o DELAYING PAYMENT OF REDEMPTION PROCEEDS
Payment for shares may be delayed under extraordinary circumstances or as
permitted by the SEC in order to protect remaining shareholders.

o REDEMPTION IN KIND
The Fund reserves the right to make payment in securities rather than cash,
known as "redemption in kind." This could occur under extraordinary
circumstances, such as a very large redemption that could affect Fund operations
(for example, more than 1% of the Fund's net assets). Redemption in kind would
consist of securities equal in market value to your shares. When you convert
these securities to cash, you might have to pay brokerage charges.

o CLOSING OF SMALL ACCOUNTS
If your account falls below $500, the Fund may ask you to increase your balance.
If it is still below $500 after 30 days, the Fund may close your account and
send you the proceeds at the current NAV.

EXCHANGING YOUR SHARES

You can exchange your shares in one Fund for shares of another Fund. No
transaction fees are charged for exchanges.

You must exchange shares worth $500 or more and meet the minimum investment
requirements for the Fund into which you are exchanging. Exchanges from one Fund
to another are taxable.

To exchange your Fund shares, click the Fund Exchanges icon and follow the
instructions.

IMPORTANT INFORMATION ABOUT EXCHANGES. If Fund shares are purchased by check,
the shares cannot be exchanged until your check has cleared. This could take up
to 15 days from the date of purchase. The Funds may reject an exchange request
from a shareholder who has made more than eight exchanges between investment
portfolios offered by Fund management in a year, or more than four exchanges in
a calendar quarter. Although unlikely, the Funds may reject any exchanges or,
upon 60-days' notice to shareholders, change or terminate the exchange
privilege. The exchange privilege is available only in states where new Fund
shares may be sold. The registration and tax identification numbers of the two
accounts must be identical.

INTERACTIVE FUNDS

For OpenFund and OpenFund II, the discussion boards, chat rooms and interactive
features, including the display of trading activity and Fund holdings, are
presented for information purposes only and may be discontinued at any time. The
real-time estimated Fund NAV is an unofficial estimate based on delayed
quotations of Fund portfolio securities, and on information which is deemed to
be reliable but is not guaranteed. Shareholders can only purchase or redeem Fund
shares at the official daily NAV established by the Fund's distributor.
MetaMarkets.com Funds also may terminate the ability to buy and sell Fund shares
on its Web site at any time, in which case you may continue to buy and sell Fund
shares pursuant to the alternative procedures described in the "How to Buy, Sell
and Exchange" pamphlet attached to this Prospectus. Prices and other data posted
during the day on the MetaMarkets.com Web site will be based on sources believed
reliable, but whose accuracy can not be assured.

DIVIDENDS, DISTRIBUTIONS AND TAXES

All dividends and distributions will be automatically reinvested in Fund shares.
Each Fund usually pays its shareholders dividends from its net investment income
and distributes any capital gains annually.

Dividends paid by a Fund are taxable to U.S. shareholders as ordinary income
(unless your investment is in an IRA or tax-advantaged account). Except for
tax-deferred accounts, any sale or exchange of Fund shares may generate a tax
liability. Of course, withdrawals or distributions from tax-deferred accounts
may be taxable when received.

Dividends are taxable in the year in which they are paid, even if they appear on
your account statement the following year. Dividends and distributions are
treated in the same manner for Federal income tax purposes whether you receive
them in cash or in additional shares.

DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE OWNED
YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION DATE, SOME
OF YOUR INVESTMENT WILL BE RETURNED TO YOU IN THE FORM OF A DISTRIBUTION.

You will be notified in January each year about the Federal tax status of
distributions made by the Fund. Depending on your residence for tax purposes,
distributions also may be subject to state and local taxes, including
withholding taxes. Foreign shareholders may be subject to special withholding
requirements. There is a penalty on certain pre-retirement distributions from
retirement accounts.

Because everyone's tax situation is unique, you should consult your tax
professional about Federal, state and local tax consequences.

<PAGE>

For more information about the Funds, the following documents are available free
upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI):
The SAI provides more detailed information about the Funds, including their
operations and investment policies. It is incorporated by reference and is
legally considered a part of this Prospectus.

- -------------------------------------------------------------------------------
YOU CAN GET FREE COPIES OF THE SAI OR REQUEST OTHER INFORMATION AND DISCUSS YOUR
QUESTIONS ABOUT THE FUNDS ON THE FUNDS' INTERNET SITE OR BY E-MAIL:

METAMARKETS.COM FUNDS
INTERNET: HTTP://WWW.METAMARKETS.COM
TELEPHONE: 1-877-METAMKT (1-877-638-2658)

SHAREHOLDERS WILL BE ALERTED BY E-MAIL WHEN A PROSPECTUS AMENDMENT, ANNUAL OR
SEMI-ANNUAL REPORT, OR PROXY MATERIALS ARE AVAILABLE.
- -------------------------------------------------------------------------------

Certain instructions on how to buy and sell Fund shares are provided in a
separate document that is incorporated by reference into this Prospectus.

You can review information about the Funds, including the Funds' SAI, at the
Public Reference Room of the Securities and Exchange Commission. You can get
text-only copies:
o For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009, or calling 1-800-SEC-0330.
o Free from the Commission's Web site at http://www.sec.gov.

Distributed by BISYS Fund Services Limited Partnership
Investment Company Act file no. 811-09351.

<PAGE>

HOW TO BUY, SELL AND EXCHANGE SHARES

INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT

BY INTERNET

Initial Investment:
1. Carefully read and complete the account application at the end of the
Prospectus, or download it from the MetaMarkets.com Web site, and follow the
instructions.

2. Make check, bank draft or money order payable to "MetaMarkets.com Funds,
[Name of Fund]."

3. Mail your payment and a signed copy of the
completed account application to: MetaMarkets.com Funds
c/o BISYS Fund Services
P. O. Box 182208
Columbus, Ohio 43218-2208

2. Include your account number on your
check or money order and mail it to: MetaMarkets.com Funds
c/o BISYS Fund Services
P. O. Box 182208
Columbus, Ohio 43218-2208

or, for Overnight Service, send it to:

MetaMarkets.com Funds
c/o BISYS Fund Services
Attn: T.A. Operations
3435 Stelzer Road
Columbus, Ohio 43219

ELECTRONIC PAYMENTS

You may pay electronically if your U.S. bank participates in the Automated
Clearing House (ACH).

To establish an electronic purchase option, complete the account application as
directed, or call 1-877-638-2658. Your account can generally be set up for
electronic purchases within 15 days.

Call 1-877-638-2658 to arrange a transfer from your bank account.

<PAGE>

WIRE TRANSFER PAYMENTS

To pay by wire transfer, complete the account application as directed and
request a wire transfer confirmation number, or call 1-877-638-2658. Follow the
instructions below after receiving your confirmation number.

Instruct your bank to wire transfer your investment to:
Investors Bank & Trust Company
Routing Number: ABA # 011001438
DDA#000007910
Include:
Your name
Your confirmation number
After instructing your bank to wire the funds, call 1-877-638-2658 to advise us
of the amount being transferred and the name of your bank

ELECTRONIC VS. WIRE TRANSFER

Wire transfers allow financial institutions to
send funds to each other, almost instantaneously.
Your bank may change a wire transfer fee. With an
electronic purchase or sale, the transaction is
made through the Automated Clearing House (ACH)
and may take up to eight days to clear. There is
generally no fee for ACH transactions.

You can add to your account by using the convenient options described in the
account application. For more information about these options, also see the SAI.

<PAGE>

INSTRUCTIONS FOR SELLING SHARES

By Internet Provide the following information:
o your Fund and account number: ______________
o amount you wish to sell: _______________
o address where your check should be sent or
where your funds should be wired or
electronically transferred:
---------------

- -------------------------------------------------------------------------------
By Telephone Call 1-877-638-2658 with instructions as to
(UNLESS YOU HAVE DECLINED how you wish to receive your funds (mail,
TELEPHONE SALES PRIVILEGES) wire, electronic transfer).

<PAGE>

TO RECEIVE YOUR REDEMPTION PROCEEDS BY WIRE TRANSFER, you must indicate this
option on your application. Your payment will be wired to your bank ordinarily
on the next business day. The Fund and your bank may charge a wire transfer fee.

TO RECEIVE YOUR REDEMPTION PROCEEDS ELECTRONICALLY, your bank must participate
in the Automated Clearing House (ACH) and must be a U.S. bank. Your payment will
be credited ordinarily within seven days. Your bank may charge for this service.

<PAGE>
INSTRUCTIONS FOR EXCHANGING SHARES

To exchange your Fund shares, provide the following information:
o Your name and telephone number: _______________
o The exact name on your account and account number: _______________
o Taxpayer identification number (usually your Social Security
number): _______________
o Dollar value or number of shares to be exchanged: _______________
o The name of the Fund from which the exchange is to be made: _____________
o The name of the Fund into which the exchange is being made: _____________

<PAGE>

METAMARKETS.COM FUNDS

OpenFund
Communications Technology Fund
Media Technology Fund
OpenFund II

STATEMENT OF ADDITIONAL INFORMATION
__________, 1999

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus for
OpenFund, Communications Technology Fund, Media Technology Fund and OpenFund
II (each, a "Fund" and collectively, the "Funds") of MetaMarkets.com Funds
(the "Company"), dated __________, 1999, as it may be revised from time to time.
To obtain a copy of the Prospectus, please access the Company's Web site at
http://www.MetaMarkets.com, click on the Fund Prospectus icon and follow the
instructions, or call toll free 1-877-METAMKT (1-877-638-2658). When investing
in the Funds, you will be asked to consent to receive all information about the
Funds electronically.

TABLE OF CONTENTS
PAGE

Description of the Company and the Funds....................................B-2
Management of the Company..................................................B-16
Management Arrangements....................................................B-20
Purchase and Redemption of Shares..........................................B-23
Determination of Net Asset Value...........................................B-24
Shareholder Services and Privileges........................................B-25
Performance Information....................................................B-26
Dividends, Distribution and Taxes..........................................B-26
Portfolio Transactions.....................................................B-28
Information About the Company and the Funds................................B-29
Counsel and Independent Auditors...........................................B-30
Appendix ..................................................................B-31
Financial Statement and Report of Independent Auditors.....................B-40

<PAGE>

DESCRIPTION OF THE COMPANY AND THE FUNDS

GENERAL

The Company is a Massachusetts business trust that was formed on May
21, 1999. Each Fund is a separate portfolio of the Company, an open-end
management investment company, known as a mutual fund.

MetaMarkets Investments LLC (the "Adviser") serves as each Fund's
investment adviser.

BISYS Fund Services Ohio, Inc. (the "Administrator") serves as each
Fund's administrator.

BISYS Fund Services Limited Partnership (the "Distributor"), an
affiliate of the Administrator, serves as each Fund's distributor.

CERTAIN PORTFOLIO SECURITIES

The following information supplements and should be read in
conjunction with the Funds' Prospectus. The portfolio securities described
below, other than convertible securities, are not part of the Funds' principal
investment strategies.

CONVERTIBLE SECURITIES. (All Funds) While the Funds typically invest
principally in common stocks, part of their principal investment strategies from
time to time may include investing in convertible securities. Convertible
securities may be converted at either a stated price or stated rate into
underlying shares of common stock and, therefore, are deemed to be equity
securities for purposes of the Funds' management policies. Convertible
securities have characteristics similar to both fixed-income and equity
securities. Convertible securities generally are subordinated to other similar
but non-convertible securities of the same issuer, although convertible bonds,
as corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.

Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock. 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. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

<PAGE>

Convertible securities are investments that provide for a stable
stream of income with generally higher yields than common stocks. There can be
no assurance of current income because the issuers of the convertible securities
may default on their obligations. A convertible security, in addition to
providing fixed income, offers the potential for capital appreciation through
the conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no assurance of
capital appreciation, however, because securities prices fluctuate. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.

WARRANTS. (All Funds) A warrant is an instrument issued by a
corporation which gives the holder the right to subscribe to a specified amount
of the corporation's capital stock at a set price for a specified period of
time.

INVESTMENT COMPANIES. (All Funds) A Fund may invest in securities
issued by other investment companies. Under the Investment Company Act of 1940,
as amended (the "1940 Act"), a Fund's investment in such securities, subject to
certain exceptions, currently is limited to (i) 3% of the total voting stock of
any one investment company, (ii) 5% of the Fund's total assets with respect to
any one investment company and (iii) 10% of the Fund's total assets in the
aggregate. Investments in the securities of other investment companies may
involve duplication of advisory fees and certain other expenses.

DEPOSITARY RECEIPTS. (All Funds) A Fund may invest in the securities
of foreign issuers in the form of American Depositary Receipts and American
Depositary Shares (collectively, "ADRs") and Global Depositary Receipts and
Global Depositary Shares (collectively, "GDRs") and other forms of depositary
receipts. These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which evidence
ownership of underlying securities issued by a foreign corporation. GDRs are
receipts issued outside the United States typically by non-United States banks
and trust companies that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for use in the
United States securities markets and GDRs in bearer form are designed for use
outside the United States.

These securities may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES.
(All Funds) A Fund may invest in obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Adviser to be of comparable quality
to the other obligations in which the Fund may invest. Such securities also
include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.

STANDARD & POOR'S DEPOSITARY RECEIPTS AND DIAMONDS. (All Funds) A Fund
may invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs are units
of beneficial interest in an investment trust sponsored by a wholly-owned
subsidiary of the American Stock Exchange, Inc. (the "Exchange") which represent
proportionate undivided interests in a portfolio of securities consisting of
substantially all of the common stocks, in substantially the same weighting, as
the component stocks of the Standard & Poor's 500 Stock Index (the "S&P 500
Index"). SPDRs are listed on the Exchange and traded in the secondary market on
a per-SPDR basis.

A Fund also may invest in DIAMONDS. DIAMONDS are units of beneficial
interest in an investment trust representing proportionate undivided interests
in a portfolio of securities consisting of all the component common stocks of
the Dow Jones Industrial Average (the "DJIA"). DIAMONDS are listed on the
Exchange and may be traded in the secondary market on a per-DIAMONDS basis.

SPDRs are designed to provide investment results that generally
correspond to the price and yield performance of the component common stocks of
the S&P 500 Index. DIAMONDS are designed to provide investors with investment
results that generally correspond to the price and yield performance of the
component common stocks of the DJIA. The value of both SPDRs and DIAMONDS are
subject to change as the values of their respective component common stocks
fluctuate according to the volatility of the market. Investments in SPDRs and
DIAMONDS involve certain inherent risks generally associated with investments in
a broadly based portfolio of common stocks, including the risk that the general
level of stock prices may decline, thereby adversely affecting the value of each
unit of SPDRs and/or DIAMONDS invested in by a Fund. Moreover, a Fund's
investment in SPDRs and/or DIAMONDS may not exactly match the performance of a
direct investment in the respective indices to which they are intended to
correspond. Additionally, the respective investment trusts may not fully
replicate the performance of their respective benchmark indices due to the
temporary unavailability of certain index securities in the secondary market or
due to other extraordinary circumstances, such as discrepancies between each of
the investment trusts and the indices with respect to the weighting of
securities or the number of, for example, larger capitalized stocks held by an
index and each of the investment trusts.

ILLIQUID SECURITIES. (All Funds) A Fund may invest up to 15% of the
value of its net assets in securities as to which a liquid trading market does
not exist, provided such investments are consistent with the Fund's investment
objective. These securities may include securities that are not readily
marketable, such as securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for settlement in more
than seven days after notice, and certain privately negotiated, non-exchange
traded options and securities used to cover such options. As to these
securities, the Fund is subject to a risk that should the Fund desire to sell
them when a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund's net assets could be
adversely affected.

CORPORATE DEBT SECURITIES. (All Funds) A Fund may invest in corporate
debt securities, which include corporate bonds, debentures, notes and other
similar instruments. Debt securities may be acquired with warrants attached.
Corporate income-producing securities also may include forms of preferred or
preference fixed, floating or variable, and may vary inversely with respect to a
reference rate. The rate of return or return of principal on some debt
obligations may be linked or indexed to the level of exchange rates between the
U.S. dollar and a foreign currency or currencies.

Variable and floating rate securities provide for a periodic
adjustment in the interest rate paid on the interest rate paid on the
obligations. The terms of such obligations may provide that interest rates are
adjusted periodically based upon an interest rate adjustment index as provided
in the respective obligations. The adjustment intervals may be regular, and
range from daily up to annually, or may be event based, such as based on a
change in the prime rate.

The Fund may invest in floating rate debt instruments ("floaters").
The interest rate on a floater is a variable rate which is tied to another
interest rate, such as a money-market index or Treasury bill rate. The interest
rate on a floater resets periodically, typically every six months. Because of
the interest rate reset feature, floaters provide the Fund with a certain degree
of protection against rises in interest rates, although the Fund will
participate in any declines in interest rates as well.

The Fund also may invest in inverse floating rate debt instruments
("inverse floaters"). The interest rate on an inverse floater resets in the
opposite direction from the market rate of interest to which the inverse floater
is indexed. An inverse floating rate security may exhibit greater price
volatility than a fixed rate obligation of similar credit quality.

MONEY MARKET INSTRUMENTS. (All Funds) In an attempt to respond to
adverse market, economic, political or other conditions, a Fund may take a
temporary defensive position that is inconsistent with its principal investment
strategies and invest some or all of its assets in money market instruments,
including U.S. Government securities, repurchase agreements, bank obligations
and commercial paper. Each Fund also may purchase money market instruments when
it has cash reserves or in anticipation of taking a market position.

INVESTMENT TECHNIQUES

The following information supplements and should be read in
conjunction with the Funds' Prospectus.

LEVERAGE. (All Funds) Leveraging (that is, buying securities using
borrowed money) exaggerates the effect on net asset value of any increase or
decrease in the market value of a Fund's portfolio. These borrowings will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. For borrowings for investment purposes,
the 1940 Act requires a Fund to maintain continuous asset coverage (that is,
total assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed. If the required coverage should decline as a result
of market fluctuations or other reasons, the Fund may be required to sell some
of its portfolio holdings within three days to reduce the amount of its
borrowings and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
The Fund also may be required to maintain minimum average balances in connection
with such borrowing or pay a commitment or other fee to maintain a line of
credit; either of these requirements would increase the cost of borrowing over
the stated interest rate.

A Fund may enter into reverse repurchase agreements with banks,
brokers or dealers. This form of borrowing involves the transfer by the Fund of
an underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future date, the Fund
repurchases the security at principal plus accrued interest. Except for these
transactions, a Fund's borrowings generally will be unsecured.

SHORT-SELLING. (All Funds) In these transactions, a Fund sells a
security it does not own in anticipation of a decline in the market value of the
security. To complete the transaction, the Fund must borrow the security to make
delivery to the buyer. The Fund is obligated to replace the security borrowed by
purchasing it subsequently at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund, which would result in a loss or gain, respectively. A Fund
also may make short sales "against the box," in which the Fund enters into a
short sale of a security it owns. With respect to each Fund, securities will not
be sold short if, after effect is given to any such short sale, the total market
value of all securities sold short would exceed 25% of the value of the relevant
Fund's net assets.

Until a Fund closes its short position or replaces the borrowed
security, it will: (a) segregate permissible liquid assets in an amount which,
together with the amount deposited with the broker as collateral, always equals
the current value of the security sold short; or (b) otherwise cover its short
position.

DERIVATIVES. (All Funds) A Fund may invest in, or enter into,
derivatives, such as options and futures, for a variety of reasons, including to
hedge certain market risks, to provide a substitute for purchasing or selling
particular securities or to increase potential income gain. Derivatives may
provide a cheaper, quicker or more specifically focused way for the Fund to
invest than "traditional" securities would.

Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

However, derivatives may entail investment exposures that are greater
than their cost would suggest, meaning that a small investment in derivatives
could have a large potential impact on a Fund's performance.

If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. A Fund also could experience losses if its derivatives were poorly
correlated with its other investments, or if the Fund were unable to liquidate
its position because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.

Although neither the Company nor any Fund will be a commodity pool,
certain derivatives subject the Funds to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Fund can invest in such
derivatives. A Fund may invest in futures contracts and options with respect
thereto for hedging purposes without limit. However, no Fund may invest in such
contracts and options for other purposes if the sum of the amount of initial
margin deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceeds 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; provided, however,
that in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5% limitation.

A Fund may purchase call and put options and write (i.e., sell)
covered call and put option contracts. When required by the Securities and
Exchange Commission, the Fund will segregate permissible liquid assets to cover
its obligations relating to its purchase of derivatives. To maintain this
required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
derivative position at a reasonable price.

Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter derivatives.
Therefore, each party to an over-the-counter derivative bears the risk that the
counterparty will default. Accordingly, the Adviser will consider the
creditworthiness of counterparties to over-the-counter derivatives in the same
manner as it would review the credit quality of a security to be purchased by a
Fund. Over-the-counter derivatives are less liquid than exchange-traded
derivatives since the other party to the transaction may be the only investor
with sufficient understanding of the derivative to be interested in bidding for
it.

FUTURES TRANSACTIONS--IN GENERAL. (All Funds) A Fund may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or on
exchanges located outside the United States, such as the London International
Financial Futures Exchange, the Deutsche Termine Borse and the Sydney Futures
Exchange Limited. Foreign markets may offer advantages such as trading
opportunities or arbitrage possibilities not available in the United States.
Foreign markets, however, may have greater risk potential than domestic markets.
For example, some foreign exchanges are principal markets so that no common
clearing facility exists and an investor may look only to the broker for
performance of the contract. In addition, any profits that a Fund might realize
in trading could be eliminated by adverse changes in the exchange rate, or the
Fund could incur losses as a result of those changes. Transactions on foreign
exchanges may include both commodities which are traded on domestic exchanges
and those which are not. Unlike trading on domestic commodity exchanges, trading
on foreign commodity exchanges is not regulated by the Commodity Futures Trading
Commission.

Engaging in these transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each Fund
intends to purchase or sell futures contracts only if there is an active market
for such contracts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be suspended for specified periods during the trading day.
Futures contract prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses.

Successful use of futures by a Fund also is subject to the Adviser's
ability to predict correctly movements in the direction of the relevant market
and, to the extent the transaction is entered into for hedging purposes, to
ascertain the appropriate correlation between the transaction being hedged and
the price movements of the futures contract. For example, if a Fund uses futures
to hedge against the possibility of a decline in the market value of securities
held in its portfolio and the prices of such securities instead increase, the
Fund will lose part or all of the benefit of the increased value of securities
which it has hedged because it will have offsetting losses in its futures
positions. Furthermore, if in such circumstances the Fund has insufficient cash,
it may have to sell securities to meet daily variation margin requirements. A
Fund may have to sell such securities at a time when it may be disadvantageous
to do so.

Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Fund may be required to segregate permissible liquid
assets in connection with its commodities transactions in an amount generally
equal to the value of the underlying commodity. The segregation of such assets
will have the effect of limiting the Fund's ability otherwise to invest those
assets.

SPECIFIC FUTURES TRANSACTIONS. A Fund may purchase and sell stock index futures
contracts. A stock index future obligates a Fund to pay or receive an amount of
cash equal to a fixed dollar amount specified in the futures contract multiplied
by the difference between the settlement price of the contract on the contract's
last trading day and the value of the index based on the stock prices of the
securities that comprise it at the opening of trading in such securities on the
next business day.

A Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific currency
at a future date at a specific price.

OPTIONS--IN GENERAL. (All Funds) A Fund may purchase and write (i.e., sell) call
or put options with respect to specific securities. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, the
underlying security or securities at the exercise price at any time during the
option period, or at a specific date. Conversely, a put option gives the
purchaser of the option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any time during the
option period.

A covered call option written by a Fund is a call option with respect
to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written by a
Fund is covered when, among other things, cash or liquid securities having a
value equal to or greater than the exercise price of the option are segregated
to fulfill the obligation undertaken. The principal reason for writing covered
call and put options is to realize, through the receipt of premiums, a greater
return than would be realized on the underlying securities alone. A Fund
receives a premium from writing covered call or put options which it retains
whether or not the option is exercised.

There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any particular
option or at any particular time, and for some options no such secondary market
may exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times have rendered
certain of the clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain types of
orders or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, a Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.

SPECIFIC OPTIONS TRANSACTIONS. A Fund may purchase and sell call and put options
in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. Thus, the effectiveness of
purchasing or writing stock index options will depend upon price movements in
the level of the index rather than the price of a particular stock.

A Fund may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a price
which is expected to be lower or higher than the spot price of the currency at
the time the option is exercised or expires.

Successful use by a Fund of options will be subject to the Adviser's
ability to predict correctly movements in the prices of individual stocks, the
stock market generally, foreign currencies or interest rates. To the extent such
predictions are incorrect, a Fund may incur losses.

SWAP AGREEMENTS. (All Funds) A Fund may enter into swap agreements in an attempt
to obtain a particular return when it is considered desirable to do so, possibly
at a lower cost than if the Fund had invested directly in the asset that yielded
the desired return. Swap agreements are two-party contracts entered into
primarily by institutional investors for periods ranging from a few weeks to
more than a year. In a standard swap transaction, two parties agree to exchange
the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments, which may be adjusted for
an interest factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e., the
return on or increase in value of a particular dollar amount invested at a
particular interest rate, or in a "basket" of securities representing a
particular index.

A Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the exchange by
the Fund with another party of cash flows based upon the performance of an index
or a portion of an index of securities which usually includes dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash equal
to the value of the underlying swap as of the exercise date. These options
typically are purchased in privately negotiated transactions from financial
institutions, including securities brokerage firms.

Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently, the
Fund's current obligations (or rights) under a swap agreement generally will be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount"). The risk of loss with respect to swaps is limited to the net
amount of interest payments that the Fund is contractually obligated to make. If
the other party to a swap defaults, the Fund's risk of loss consists of the net
amount of payments that the Fund contractually is entitled to receive.

FUTURE DEVELOPMENTS. (All Funds) A Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other derivatives which are not presently contemplated
for use by the Fund or which are not currently available but which may be
developed, to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before entering into
such transactions or making any such investment, the Fund will provide
appropriate disclosure in its Prospectus or Statement of Additional Information.

FORWARD COMMITMENTS. (All Funds) A Fund may purchase securities on a
forward commitment or when-issued basis, which means that delivery and payment
take place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment but the
Fund does not make a payment until it receives delivery from the counterparty.
The Fund will commit to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities before
the settlement date if it is deemed advisable. The Fund will segregate
permissible liquid assets at least equal at all times to the amount of the
Fund's purchase commitments.

Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment or when-issued basis may expose a Fund to
risks because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery takes
place actually may be higher than that obtained in the transaction itself.
Purchasing securities on a forward commitment or when-issued basis when a Fund
is fully or almost fully invested may result in greater potential fluctuation in
the value of the Fund's net assets and its net asset value per share.

LENDING PORTFOLIO SECURITIES. (All Funds) A Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
dividends, interest or other distributions payable on the loaned securities
which affords the Fund an opportunity to earn interest on the amount of the loan
and at the same time to earn income on the loaned securities' collateral. Loans
of portfolio securities may not exceed 33-1/3% of the value of the Fund's total
assets, and the Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement with
the Fund. In connection with its securities lending transactions, the Fund may
return to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.

FOREIGN CURRENCY TRANSACTIONS. (All Funds) A Fund may enter into
foreign currency transactions for a variety of purposes, including: to fix in
U.S. dollars, between trade and settlement date, the value of a security the
Fund has agreed to buy or sell; to hedge the U.S. dollar value of securities the
Fund already owns, particularly if it expects a decrease in the value of the
currency in which the foreign security is denominated; or to gain exposure to
the foreign currency in an attempt to realize gains.

Foreign currency transactions may involve, for example, a Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a currency it did not currently own for another currency
at a future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. A
Fund's success in these transactions will depend principally on the Adviser's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar.

Currency exchange rates may fluctuate significantly over short periods
of time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.

FOREIGN SECURITIES. (All Funds) Foreign securities markets generally
are not as developed or efficient as those in the United States. Securities of
some foreign issuers are less liquid and more volatile than securities of
comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times, volatility
of price can be greater than in the United States.

Because evidences of ownership of foreign securities usually are held
outside the United States, a Fund's investment in such securities will be
subject to additional risks which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions which might adversely affect or restrict
the payment of principal and interest on the foreign securities to investors
located outside the country of the issuer, whether from currency blockage or
otherwise. Moreover, foreign securities held by a Fund may trade on days when
the Fund does not calculate its net asset value and thus affect the Fund's net
asset value on days when investors have no access to the Fund.

Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. Many developing countries providing
investment opportunities for the Funds 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 of these countries.

Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in U.S.
dollars may be affected favorably or unfavorably by changes in currency rates
and exchange control regulations.

FIXED-INCOME SECURITIES. (All Funds) A Fund may invest, to a limited
extent, in fixed-income securities, including those rated below investment grade
by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group
("S&P"), Fitch IBCA, Inc. ("Fitch") or Duff & Phelps Credit Rating Co. ("Duff,"
and together with S&P, Moody's and Fitch, the "Rating Agencies"). Even though
interest-bearing securities are investments which promise a stable stream of
income, the prices of such securities generally are inversely affected by
changes in interest rates and, therefore, are subject to the risk of market
price fluctuations. The values of fixed-income securities also may be affected
by changes in the credit rating or financial condition of the issuer. Certain
securities that may be purchased by each Fund, such as those rated Baa or lower
by Moody's and BBB or lower by S&P, Fitch and Duff, may be subject to such risk
with respect to the issuing entity and to greater market fluctuations than
certain lower yielding, higher rated fixed-income securities. Once the rating of
a portfolio security has been changed, the Fund will consider all circumstances
deemed relevant in determining whether to continue to hold the security.

LOWER RATED SECURITIES. (All Funds) A Fund may invest in higher
yielding (and, therefore, higher risk) convertible securities and, to a limited
extent, in debt securities (junk bonds). These securities include those rated
below Baa by Moody's and below BBB by S&P, Fitch and Duff. These securities may
be subject to certain risks and to greater market fluctuations than lower
yielding investment grade securities. These securities are considered by the
Rating Agencies to be, on balance, predominantly speculative as to the payment
of principal and interest and generally involve more credit risk than investment
grade securities. The retail market for these securities may be less liquid than
that of investment grade securities. Adverse market conditions could make it
difficult for the Fund to sell these securities or could result in the Fund
obtaining lower prices for these securities which would adversely affect the
Fund's net asset value. See "Appendix" for a general description of the Rating
Agencies' ratings. Although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market value risk of
these securities. The Funds will rely on the Adviser's judgment, analysis and
experience in evaluating the creditworthiness of an issuer.

Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risk associated with acquiring the securities of such
issuers generally is greater than is the case with the higher rated securities.
For example, during an economic downturn or a sustained period of rising
interest rates, highly leveraged issuers of these securities may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations also may be affected adversely by
specific corporate developments, forecasts, or the unavailability of additional
financing. The risk of loss because of default by the issuer is significantly
greater for the holders of these securities because such securities generally
are unsecured and often are subordinated to other creditors of the issuer.

Because there is no established retail secondary market for many of
these securities, a Fund may be able to sell such securities only to a limited
number of dealers or institutional investors. To the extent a secondary trading
market for these securities does exist, it generally is not as liquid as the
secondary market for higher rated securities. The lack of a liquid secondary
market may have an adverse impact on market price and yield and a Fund's ability
to dispose of particular issues when necessary to meet the Fund's liquidity
needs or in response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. The lack of a liquid secondary market for
certain securities also may make it more difficult for a Fund to obtain accurate
market quotations for purposes of valuing the Fund's portfolio and calculating
its net asset value. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of these
securities. In such cases, judgment may play a greater role in valuation because
less reliable, objective data may be available.

These securities may be particularly susceptible to economic
downturns. It is likely that an economic recession could disrupt severely the
market for such securities and may have an adverse impact on the value of such
securities. In addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities to repay
principal and pay interest thereon and increase the incidence of default for
such securities.

A Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. No Fund has
any arrangement with any persons concerning the acquisition of such securities,
and the Adviser will review carefully the credit and other characteristics
pertinent to such new issues.

NON-DIVERSIFIED STATUS. (All Funds) The classification of each Fund as
a "non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the securities of a limited
number of issuers, some of which may be in the same industry, the Fund's
portfolio may be more sensitive to changes in the market value of a single
issuer or industry. However, to meet Federal tax requirements, at the close of
each quarter the Fund may not have more than 25% of its total assets invested in
any one issuer and, with respect to 50% of its total assets, not more than 5% of
its total assets invested in any one issuer. These limitations do not apply to
U.S. Government securities.

SIMULTANEOUS INVESTMENTS. (All Funds) Investment decisions for each
Fund are made independently from those of the other Funds. If, however, such
other Funds desire to invest in, or dispose of, the same securities as a Fund,
available investments or opportunities for sales will be allocated equitably to
each Fund. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or received
by the Fund.

INVESTMENT RESTRICTIONS

Each Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. In addition, each Fund has adopted
investment restrictions numbered 1 through 7 as fundamental policies. Each Fund
has adopted investment restrictions numbered 8 through 10 as non-fundamental
policies which may be changed by vote of a majority of the Company's Board
members at any time. No Fund may:

1. Invest more than 25% of the value of its total assets in the
securities of issuers in any single industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or, with respect to the
Communications Technology Fund and Media Technology Fund, securities issued by
companies in the telecommunications and media industries, respectively.

2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

3. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate or real estate investment trusts.

4. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets). For purposes of this Investment Restriction, the entry
into options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not constitute
borrowing.

5. Lend any securities or make loans to others, if, as a result, more
than 33-1/3% of its total assets would be lent to others, except that this
limitation does not apply to the purchase of debt obligations and the entry into
repurchase agreements. However, the Fund may lend its portfolio securities in an
amount not to exceed 33-1/3% of the value of its total assets. Any loans of
portfolio securities will be made according to guidelines established by the
Securities and Exchange Commission and the Company's Board.

6. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.

7. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 4, 6, 10 and 11 may be deemed to give rise to a senior
security.

8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts, futures
contracts, including those relating to indices, and options on futures contracts
or indices.

9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

10. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 15% of the value of the Fund's net assets would be so
invested.

If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction. With respect to Investment
Restriction No. 4, however, if borrowings exceed 33-1/3% of the value of the
Fund's total assets as a result of a change in values or assets, the Fund must
take steps to reduce such borrowings at least to the extent of such excess.

MANAGEMENT OF THE COMPANY

The Company's Board is responsible for the management and supervision
of each Fund. The Board approves all significant agreements with those companies
that furnish services to the Funds. These companies are as follows:

MetaMarkets Investments LLC........................... Investment Adviser
BISYS Fund Services Ohio, Inc. ....................... Administrator and
Transfer Agent
BISYS Fund Services Limited Partnership............... Distributor
Investors Bank & Trust Company ....................... Custodian

Board members and officers of the Company, together with information
as to their principal business occupations during at least the last five years,
are shown below. Each Board member who is an "interested person" of the Company,
as defined in the 1940 Act, is indicated by an asterisk.

NAME, ADDRESS POSITION(S) HELD PRINCIPAL OCCUPATION(S)
AND AGE WITH COMPANY DURING PAST 5 YEARS
- ------------------------- ------------------------------- -------------------

*Donald L. Luskin Board Member, President and Chief Executive
400 Oyster Point Blvd., Suite 414 President and Treasurer Officer of MetaMarkets.com,
South San Francisco, CA 94080 Inc. and the Adviser since
Age: 45 inception in June 1999.
From 1997 to 1998, Mr.
Luskin was Chief Executive
Officer of Barclays Global
Mutual Funds and, from 1996
to 1997, he was Vice
Chairman of Barclays Global
Investors ("Barclays"), one
of the world's largest
investment management
organizations. From 1987 to
1996, Mr. Luskin served in
various other executive
capacities for Barclays and
its predecessors. Prior
thereto, he served as a
director and Senior Vice
President of Jefferies &
Company, Inc. ("Jefferies &
Co."), an investment bank
and registered
broker-dealer, where he
created the POSIT crossing
network, currently operated
by the Investment
Technology Group. Formerly,
Mr. Luskin was a hedge fund
manager and member of the
Chicago Board Options
Exchange and the Pacific
Stock Exchange. He is the
author of the books, "Index
Options and Futures: The
Complete Guide," and editor
of "Portfolio Insurance: A
Guide to Dynamic Hedging."

Tracy G. Herrick Board Member Since 1981, President of
1150 University Tracy G. Herrick, Inc., an
Palo Alto, CA 94301 economic consulting firm, and a
Age: 65 director of Jefferies & Co.
Mr. Herrick also is a director
of Anderson Capital Management,
Inc., a registered investment
adviser, and of The Committee
For Monetary Research and
Education.

James E. Mitchell Board Member Director of Finance and
1550 Waverly Street Administration of the Lucile
Palo Alto, CA 94301 Packard Foundation for
Age: 57 Children's Health, a non-profit
foundation focusing on
children's health issues. From
1974 to 1990, Mr. Mitchell was
Chief Financial Officer of Lane
Publishing Co. and, from 1990 to
1998, he was Vice President of
Finance and Administration of
Sunset Publishing Corporation, a
subsidiary of Time Warner Inc.

George G. C. Parker Board Member Dean Witter Professor of Finance
Graduate School of Business and Management (Teaching),
Stanford University Associate Dean for Academic
Stanford, CA 94305 Affairs, Director of the MBA
Age: 60 Program and Co-director of the
Financial Management Program at
Stanford University Graduate
School of Business. Professor
Parker also is a board member of
Bailard, Biehl and Kaiser, Inc.,
a registered investment adviser,
Continental Airlines Inc. and
several investment companies in
the Dresdner/RCM Mutual Funds
complex.

James L. Smith Vice President and Since October 1996, an employee of BISYS Fund
3435 Stelzer Road Secretary Services, Inc., general partner of
Columbus, OH 43219 the Distributor, and an officer of
Age: 39 other investment companies
administered by the Administrator or
its affiliates. From October 1995 to October
1996, an employee of Davis, Graham & Stubbs.
Prior thereto, an employee of ALPS Mutual Fund
Services, Inc.

Alaina Metz Assistant Secretary An employee of BISYS Fund
3435 Stelzer Road Services, Inc. and an officer of
Columbus, OH 43219 other investment companies
Age: 29 administered by the Administrator
or its affiliates.

</TABLE>

The Company has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Company, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Company for election to the
Company's Board.

The Company does not pay any remuneration to its officers and Board
members other than fees and expenses to those Board members who are not
directors, officers or employees of the Adviser or the Administrator or any of
their affiliates. The aggregate amount of compensation estimated to be paid to
each such Board member by the Company for the fiscal year ending August 31,
2000 is as follows:

TOTAL COMPENSATION
AGGREGATE PENSION OR RETIREMENT FROM FUND AND
NAME OF BOARD COMPENSATION FROM BENEFITS ACCRUED AS FUND COMPLEX
MEMBER COMPANY PART OF FUND EXPENSES PAID TO BOARD MEMBERS
- -------------------------- ------------------ --------------------- ---------------------
<S> <C> <C> <C>
Tracy G. Herrick $2,700 -0- $2,700
James E. Mitchell $2,700 -0- $2,700
George G. C. Parker $2,700 -0- $2,700
</TABLE>

MANAGEMENT ARRANGEMENTS

INVESTMENT ADVISER. MetaMarkets Investments LLC, located at 400 Oyster
Point Blvd., Suite 414, South San Francisco, California 94080, serves as each
Fund's investment adviser. The Adviser is wholly-owned by MetaMarkets.com, Inc.,
a holding company organized under California law in February 1999. Donald L.
Luskin and H. Davis Nadig III each may be deemed a "control person" of the
Adviser as such term is defined in the 1940 Act by virtue of their ownership of
shares of MetaMarkets.com, Inc.

The Adviser provides investment advisory services pursuant to the
Investment Advisory Agreement (the "Agreement") dated July 20, 1999 with the
Company. As to each Fund, the Agreement is subject to annual approval by (i) the
Company's Board or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Fund, provided that in either event the
continuance also is approved by a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company or the Adviser,
by vote cast in person at a meeting called for the purpose of voting on such
approval. The Agreement was approved by the Company's sole shareholder on August
6, 1999. As to each Fund, the Agreement is terminable without penalty, on 60
days' notice, by the Company's Board or by vote of the holders of a majority of
such Fund's shares, or, on not less than 90 days' notice, by the Adviser. The
Agreement will terminate automatically, as to the relevant Fund, in the event of
its assignment (as defined in the 1940 Act).

Under the terms of the Agreement, the Company has agreed to pay the
Adviser a monthly fee at the annual rate set forth below as a percentage of the
relevant Fund's average daily net assets:

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADVISORY FEE
- ------------------- ---------------
on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

From time to time, the Adviser may waive receipt of its fees and/or
voluntarily assume certain expenses of a Fund, which would have the effect of
lowering the overall expense ratio of that Fund and increasing yield to its
investors. The Fund will not pay the Adviser at a later time for any amounts it
may waive, nor will the Fund reimburse the Adviser for any amounts it may
assume.

ADMINISTRATOR. BISYS Fund Services Ohio, Inc., located at 3435 Stelzer
Road, Columbus, Ohio 43219, a wholly-owned subsidiary of The BISYS Group, Inc.,
provides certain administrative services pursuant to the Administration
Agreement (the "Administration Agreement") dated July 20, 1999 with the Company.
Under the Administration Agreement with the Company, the Administrator generally
assists in all aspects of the Funds' operations, other than providing investment
advice, subject to the overall authority of the Company's Board in accordance
with Massachusetts law. In connection therewith, the Administrator provides the
Funds with office facilities, personnel, and certain clerical and bookkeeping
services (e.g., preparation of reports to shareholders and the Securities and
Exchange Commission and filing of Federal, state and local income tax returns)
that are not being furnished by the Funds' custodian. As to each Fund, the
Administration Agreement will continue until July 20, 2004 and thereafter is
subject to annual approval by (i) the Company's Board or (ii) vote of a majority
(as defined in the 1940 Act) of the outstanding voting securities of such Fund,
provided that in either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act)
of the Company or the Administrator, by vote cast in person at a meeting called
for the purpose of voting such approval. The Administration Agreement was
approved by the Company's Board, including a majority of the Board members
who are not "interested persons" of any party to the Administration Agreement,
at a meeting held on July 20, 1999. As to each Fund, the Administration
Agreement is terminable without penalty, at any time if for cause, by the
Company's Board or by vote of the holders of a majority of such Fund's
outstanding voting securities, or, on not less than 90 days' notice, by the
Administrator. The Administration Agreement will terminate automatically, as to
the relevant Fund, in the event of its assignment (as defined in the 1940 Act).

As compensation for the Administrator's services, the Company has
agreed to pay the Administrator a monthly administration fee at the annual rate
set forth below as a percentage of each Fund's average daily net assets:

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADMINISTRATION FEE
- ------------------ -------------------

on the first $500 million .13%
on the next $250 million .10%
on the next $250 million .085%
on assets in excess of $1 billion .075%

The Company has agreed to pay the Administrator a minimum annual fee of $75,000
for the first year under the Administration Agreement, $162,500 for the second
year and $187,500 for years three, four and five.

DISTRIBUTOR. BISYS Fund Services Limited Partnership, located at 3435
Stelzer Road, Columbus, Ohio 43219, a wholly-owned subsidiary of The BISYS
Group, Inc., as the exclusive distributor of each Fund's shares on a best
efforts basis pursuant to a Distribution Agreement (the "Distribution
Agreement") dated July 20, 1999, with the Company. Shares are sold on a
continuous basis by the Distributor as agent, although the Distributor is not
obliged to sell any particular amount of shares.

DISTRIBUTION PLAN. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the 1940 Act provides, among other things, that an
investment company may bear expenses of distributing its shares only pursuant to
a plan adopted in accordance with the Rule. The Company's Board has adopted such
a plan (the "Distribution Plan") pursuant to which each Fund pays the
Distributor for distribution-related services and shareholder servicing at an
annual rate of .25% of the value of the Fund's average daily net assets. Under
the Distribution Plan, the Distributor may make payments to certain financial
institutions, securities dealers and other industry professionals that have
entered into agreements with the Distributor ("Service Organizations") in
respect of these services. The Distributor determines the amounts to be paid to
Service Organizations. Service Organizations receive such fees in respect of the
average daily value of shares owned by their clients. From time to time, the
Distributor may defer or waive receipt of fees under the Distribution Plan while
retaining the ability to be paid by the Fund under the Distribution Plan
thereafter. The fees payable to the Distributor under the Distribution Plan for
advertising, marketing and distributing are payable without regard to actual
expenses incurred. The Company's Board believes that there is a reasonable
likelihood that the Distribution Plan will benefit each Fund and its
shareholders.

A quarterly report of the amounts expended under the Distribution
Plan, and the purposes for which such expenditures were incurred, must be made
to the Board members for their review. In addition, the Distribution Plan
provides that it may not be amended to increase materially the costs which
shareholders may bear for distribution pursuant to the Distribution Plan without
shareholder approval and that other material amendments of the Distribution Plan
must be approved by the Company's Board, and by the Board members who are
neither "interested persons" (as defined in the 1940 Act) of the Company nor
have any direct or indirect financial interest in the operation of the
Distribution Plan or in the related Distribution Plan agreements, by vote cast
in person at a meeting called for the purpose of considering such amendments.
The Distribution Plan and related agreements are subject to annual approval by
such vote of the Board members cast in person at a meeting called for the
purpose of voting on the Distribution Plan. As to each Fund, the Distribution
Plan is terminable at any time by vote of a majority of the Board members who
are not "interested persons" and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in the Distribution Plan
agreements or by vote of the holders of a majority of the Fund's outstanding
shares. As to each Fund, a Distribution Plan agreement is terminable without
penalty, at any time, by such vote of the Board members, upon not more than 60
days' written notice to the parties to such agreement or by vote of the holders
of a majority of the Fund's outstanding shares. A Distribution Plan agreement
will terminate automatically, as to the relevant Fund, in the event of its
assignment (as defined in the 1940 Act).

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. BISYS Fund
Services Ohio, Inc. is the Company's transfer and dividend disbursing agent (the
"Transfer Agent"). Under a transfer agency agreement with the Company, the
Transfer Agent arranges for the maintenance of shareholder account records for
each Fund, the handling of certain communications between shareholders and the
Fund and the payment of dividends and distributions payable by the Fund. For
these services, the Transfer Agent receives a monthly fee computed on the basis
of the number of shareholder accounts it maintains for each Fund during the
month, and is reimbursed for certain out-of-pocket expenses.

Investors Bank & Trust Company (the "Custodian") acts as custodian of
the investments of each Fund. Under a custodian agreement with the Company, the
Custodian provides for the holding of each Fund's securities and the retention
of all necessary accounts and records. For its custody services, the Custodian
receives a monthly fee based on the market value of the Funds' assets held in
custody and receives certain securities transactions charges.

EXPENSES. All expenses incurred in the operation of the Company are
borne by the Company, except to the extent specifically assumed by others. The
expenses borne by the Company include: taxes, interest, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Adviser or the Administrator or any of their affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory and administration
fees, charges of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, auditing and legal
expenses, costs of maintaining the Company's existence, costs of independent
pricing services, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of calculating the net
asset value of each Fund's shares, costs of shareholders' reports and corporate
meetings, costs of preparing and printing certain prospectuses and statements of
additional information, and any extraordinary expenses. Expenses attributable to
a Fund are charged against the assets of that Fund; other expenses of the
Company are allocated among the Funds on the basis determined by the Company's,
Board including, without limitation, proportionately in relation to the net
assets of each Fund.

PURCHASE AND REDEMPTION OF SHARES

GENERAL PURCHASE INFORMATION. The minimum initial investment for each
Fund is $1,000, and subsequent investments must be at least $250. The minimum
initial investment is $100 for IRAs, and subsequent investments for IRAs must be
at least $50. For full-time or part-time employees of the Adviser or any of its
affiliates, the minimum initial investment is $500, and subsequent investments
must be at least $100. For full-time or part-time employees of the Adviser or
any of its affiliates who elect to have a portion of their pay directly
deposited into their Fund accounts, the minimum initial or subsequent investment
must be at least $50. The Adviser, its affiliates and Service Organizations may
impose initial or subsequent investment minimums which are higher or lower than
those specified above and may impose different minimums for different types of
accounts or purchase arrangements. In addition, purchases of shares made in
connection with certain shareholder privileges may have different minimum
investment requirements. The Company reserves the right to reject any purchase
order in whole or in part, including purchases made with foreign checks and
third party checks not originally made payable to the order of the investor.
Share certificates will not be issued.

REOPENING AN ACCOUNT. An investor may reopen an account with a minimum
investment of $500 without filing a new account application during the calendar
year the account is closed or during the following calendar year, provided the
information on the old account application is still applicable.

REDEMPTION COMMITMENT. Each Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of such Fund's
net assets at the beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange Commission. In the
case of requests for redemption in excess of such amount, the Company's Board
reserves the right to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the detriment of the existing shareholders. In this
event, the securities would be valued in the same manner as the Fund is valued.
If the recipient sells such securities, brokerage charges would be incurred.

SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closing), (b) when
trading in the markets the Fund normally utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange Commission so that
disposal of the Fund's investments or determination of its net asset value is
not reasonably practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's shareholders.

DETERMINATION OF NET ASSET VALUE

GENERAL. Expenses and fees, including the advisory fee and fees paid
pursuant to the Distribution Plan, are accrued daily and taken into account for
the purpose of determining the net asset value of each Fund's shares.

Each Fund's securities, including covered call options written by the
Fund, are valued at the last sale price on the securities exchange or national
securities market on which such securities primarily are traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recent bid and
asked prices, except in the case of open short positions where the asked price
is used for valuation purposes. Bid price is used when no asked price is
available. Any assets or liabilities initially expressed in terms of foreign
currency will be translated into dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such translation by
the Federal Reserve Bank of New York or if no such rate is quoted on such date,
at the exchange rate previously quoted by the Federal Reserve Bank of New York
or at such other quoted market exchange rate as may be determined to be
appropriate by the Adviser. Forward currency contracts will be valued at the
current cost of offsetting the contract. Debt securities maturing in 60 days or
less generally are carried at amortized cost, which approximates value, except
where to do so would not reflect accurately their fair value, in which case such
securities would be valued at their fair value as determined under the
supervision of the Company's Board. Any securities or other assets for which
recent market quotations are not readily available are valued at fair value as
determined in good faith by the Company's Board.

Restricted securities, as well as securities or other assets for which
market quotations are not readily available, or are not valued by a pricing
service approved by the Company's Board are valued at fair value as determined
in good faith by the Board. The Company's Board will review the method of
valuation on a current basis. In making their good faith valuation of restricted
securities, the Board members generally will take the following factors into
consideration: restricted securities which are, or are convertible into,
securities of the same class of securities for which a public market exists
usually will be valued at market value less the same percentage discount at
which purchased. This discount will be revised periodically by the Company's
Board if the Board members believe that it no longer reflects the value of the
restricted securities. Restricted securities not of the same class as securities
for which a public market exists usually will be valued initially at cost. Any
subsequent adjustment from cost will be based upon considerations deemed
relevant by the Company's Board.

<PAGE>

SHAREHOLDER SERVICES AND PRIVILEGES

The services and privileges described under this heading may not be
available to clients of certain Service Organizations, and some Service
Organizations may impose certain conditions on their clients which are different
from those described in the Prospectus or this Statement of Additional
Information. Such investors should consult their Service Organization in this
regard.

EXCHANGE PRIVILEGE. The Exchange Privilege enables you to purchase, in
exchange for shares of a Fund, shares of another Fund. The shares being
exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have a
value of at least the minimum initial investment required for the Fund into
which the exchange is being made. The Company also provides access to an
unaffiliated money market fund for investors desiring such an option. Please
call 1-877-638-2658 for details and a prospectus.

Shares will be exchanged at the next determined net asset value. No
fees currently are charged shareholders directly in connection with exchanges
although the Company reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. The Company
reserves the right to reject any exchange request in whole or in part. The
Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.

The exchange of shares of one Fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable gain
or loss.

AUTOMATIC INVESTMENT PLAN. The Automatic Investment Plan permits you
to purchase shares of a Fund (minimum initial investment of $250 and minimum
subsequent investments of $50 per transaction) at regular intervals selected by
you. Provided your bank or other financial institution allows automatic
withdrawals, shares may be purchased by transferring funds from the bank account
designated by you. At your option, the account designated will be debited in the
specified amount, and shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. This service enables you to make regularly
scheduled investments and may provide you with a convenient way to invest for
long-term financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect an investor
against loss in a declining market. To establish an Automatic Investment Plan
account, you must check the appropriate box and supply the necessary information
on the account application. You may cancel your participation in the Automatic
Investment Plan or change the amount of purchase at any time by accessing the
Company's Web site at http://www.MetaMarkets.com and following the relevant
instructions, and your cancellation will be effective three business days
following receipt. The Company may modify or terminate the Automatic Investment
Plan at any time or charge a service fee. No such fee currently is contemplated.

DIRECTED DISTRIBUTION PLAN. The Directed Distribution Plan enables you
to invest automatically dividends and capital gain distributions, if any, paid
by a Fund in shares of another Fund of which you are a shareholder. Shares of
the other Fund will be purchased at the then-current net asset value. Minimum
subsequent investments do not apply. Investors desiring to participate in the
Directed Distribution Plan should check the appropriate box and supply the
necessary information on the account application. The Plan is available only for
existing accounts and may not be used to open new accounts. The Company may
modify or terminate the Directed Distribution Plan at any time or charge a
service fee. No such fee currently is contemplated.

PERFORMANCE INFORMATION

Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000 payment
made at the beginning of the period (assuming the reinvestment of dividends and
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period) and
subtracting 1 from the result.

Total return is calculated by subtracting the amount of a Fund's net
asset value per share at the beginning of a stated period from the net asset
value per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period), and dividing the
result by the net asset value per share at the beginning of the period.

From time to time, advertising materials for a Fund may refer to or
discuss current or past business, political, economic or financial conditions,
such as U.S. monetary or fiscal policies and actual or proposed tax legislation.
In addition, from time to time, advertising materials for a Fund may include
information concerning retirement and investing for retirement, average life
expectancy and pension and social security benefits. Comparative performance
information may be used from time to time in advertising or marketing each
Fund's shares, including data from Lipper Analytical Services, Inc.,
Morningstar, Inc., S&P 500 Index, Russell 2000 Index, EAFE Index, the Dow Jones
Industrial Average, CDA/Wiesenberger Investment Companies Service, Mutual Fund
Values; Mutual Fund Forecaster, Mutual Fund Investing and other industry
publications.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"), if such
qualification is in the best interests of its shareholders. To qualify as a
regulated investment company, the Fund must pay out to its shareholders at least
90% of its net income (consisting of net investment income and net short-term
capital gain), and must meet certain asset diversification and other
requirements. Qualification as a regulated investment company relieves the Fund
from any liability for Federal income taxes to the extent its earnings are
distributed in accordance with the applicable provisions of the Code. If a Fund
did not qualify as a regulated investment company, it would be treated for tax
purposes as an ordinary corporation subject to Federal income tax. The term
"regulated investment company" does not imply the supervision of management or
investment practices or policies by any government agency.

Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of his shares
below the cost of his investment. Such a distribution would be a return on
investment in an economic sense although taxable as stated in the Prospectus. In
addition, if a shareholder holds shares for six months or less and has received
a capital gain dividend with respect to such shares, any loss incurred on the
sale of such shares will be treated as a long-term capital loss to the extent of
the capital gain dividend received.

In general, depending upon the composition of a Fund's income, all or
a portion of the dividends paid by the Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholders ("dividends received deduction") to the extent such
Fund's income consists of dividends paid by U.S. corporations. However, Section
246(c) of the Code generally provides that if a qualifying corporate shareholder
has disposed of Fund shares held for less than 46 days, which 46 days generally
must be during the 90-day period commencing 45 days before the shares become
ex-dividend, and has received a dividend from net investment income with respect
to such shares, the portion designated by the Fund as qualifying for the
dividends received deduction will not be eligible for such shareholder's
dividends received deduction. In addition, the Code provides other limitations
with respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares.

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gains and losses. However, a portion of the gain or loss
realized from the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial futures and options, and certain
preferred stock) may be treated as ordinary income or loss under Section 988 of
the Code. Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under Section 1258.
"Conversion transactions" are defined to include certain forward, futures,
option and "straddle" transactions, transactions marketed or sold to produce
capital gains, or transactions described in Treasury regulations to be issued in
the future.

Under Section 1256 of the Code, any gain or loss realized by the Fund
from certain financial futures and options transactions (other than those taxed
under Section 988 of the Code) will be treated as 60% long-term capital gain or
loss and 40% short-term capital gain or loss. Gain or loss will arise upon the
exercise or lapse of such futures and options as well as from closing
transactions. In addition, any such futures or options remaining unexercised at
the end of the Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund characterized as
described above.

Offsetting positions held by a Fund involving financial futures and
options may constitute "straddles." Straddles are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of straddles
is governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, override or modify the provisions of Sections 988 and 1256 of the
Code. If the Fund was treated as entering into straddles by reason of its
futures or options transactions, such straddles could be characterized as "mixed
straddles" if the futures or options transactions comprising such straddles were
governed by Section 1256. The Fund may make one or more elections with respect
to "mixed straddles." Depending upon which election is made, if any, the results
to the Fund may differ. If no election is made, to the extent the straddle rules
apply to positions established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in any offsetting positions. Moreover,
as a result of the straddle rules, short-term capital loss on straddle positions
may be recharacterized as long-term capital loss, and long-term capital gain on
straddle positions may be treated as short-term capital gain or ordinary income.

The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if a Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures, forward, or offsetting notional principal contract (collectively, a
"Contract") respecting the same or substantially identical property or (2) holds
an appreciated financial position that is a Contract and then acquires property
that is the same as or substantially identical to the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.

Investment by a Fund in securities issued or acquired at a discount,
or providing for deferred interest or for payment of interest in the form of
additional obligations could under special tax rules affect the amount, timing
and character of distributions to shareholders by causing such Fund to recognize
income prior to the receipt of cash payments. For example, the Fund could be
required to accrue a portion of the discount (or deemed discount) at which the
securities were issued each year and to distribute such income in order to
maintain its qualifica tion as a regulated investment company. In such case, the
Fund may have to dispose of securities which it might otherwise have continued
to hold in order to generate cash to satisfy these distribution requirements.

PORTFOLIO TRANSACTIONS

The Adviser is responsible for the selection of brokers to effect
securities transactions and the negotiation of brokerage commissions, if any.
Purchases and sale of securities on a securities exchange are effected through
brokers who charge a negotiated commission for their services. Transactions are
allocated to various dealers by the Funds' investment personnel in their best
judgment. The primary consideration is prompt and effective execution of orders
at the most favorable price. Subject to that primary consideration, dealers may
be selected to act on an agency basis for research, statistical or other
services to enable the Adviser to supplement its own research and analysis with
the views and information of other securities firms. The allocation of brokerage
transactions also may take into account a broker's sales of Fund shares.

To the extent research services are furnished by brokers through which
a Fund effects securities transactions, the Adviser may use such information in
advising other funds or accounts it advises and, conversely, to the extent
research services are furnished to the Adviser by brokers in connection with
other funds or accounts the Adviser advises, the Adviser also may use such
information in advising the Funds. Although it is not possible to place a dollar
value on these services, if they are provided, it is the opinion of the Adviser
that the receipt and study of any such services should not reduce the overall
expenses of its research department.

The overall reasonableness of brokerage commissions paid is evaluated
by the Adviser based upon its knowledge of available information as to the
general level of commissions paid by other institutional investors for
comparable services. The Funds may pay commission rates in excess of those
another broker or dealer would have charged for effecting the same transaction,
if the Adviser determines in good faith that the commission paid is reasonable
in relation to the value of the brokerage and research services provided.

When transactions are executed in the over-the-counter market, the
Adviser will deal with the primary market makers unless a more favorable price
or execution otherwise is obtainable.

INFORMATION ABOUT THE COMPANY AND THE FUNDS

Each share has one vote and shareholders will vote in the aggregate,
except as otherwise required by law. Each Fund share, when issued and paid for
in accordance with the terms of the offering, is fully paid and non-assessable.
Shares have no preemptive, conversion or subscription rights and are freely
transferable.

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of a Massachusetts
business trust. However, the Company's Agreement and Declaration of Trust
("Trust Agreement") disclaims shareholder liability for acts or obligations of
the Company and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Company or a
Board member. The Trust Agreement provides for indemnification from the Fund's
property for all losses and expenses of any shareholder held personally liable
for the obligations of the Fund. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Fund itself would be unable to meet its obligations, a possibility
which management believes is remote. Upon payment of any liability incurred by
the Fund, the shareholder paying such liability will be entitled to
reimbursement from the general assets of the Fund. The Company intends to
conduct its operations in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund.

Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Company to hold annual meetings of shareholders. As a result,
shareholders may not consider each year the election of Board members or the
appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Company to hold a special
meeting of shareholders for purposes of removing a Board member from office.
Shareholders may remove a Board member by the affirmative vote of two-thirds of
the Company's outstanding voting shares. In addition, the Company's Board will
call a meeting of shareholders for the purpose of electing Board members if, at
any time, less than a majority of the Board members then holding office have
been elected by shareholders.

The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other portfolio. For certain
matters shareholders vote together as a group; as to others they vote separately
by portfolio. From time to time, other portfolios may be established and sold
pursuant to other offering documents.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise, to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the election of board
members from the separate voting requirements of the Rule.

To date, four series have been authorized. All consideration received
by the Company for shares of one of the series, and all assets in which such
consideration is invested, belong to that series (subject only to the rights of
creditors of the Company) and will be subject to the liabilities related
thereto. The income attributable to, and expenses of, one series are treated
separately from those of the other series.

Each Fund will post its annual and semi-annual financial statements on
the MetaMarkets.com Web site and e-mail notice of such postings to all its
shareholders.

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Company, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Prospectus.

PricewaterhouseCoopers LLP, 333 Market Street, San Francisco,
California 94105-2119, independent accountants, have been selected as each
Fund's independent auditors.

<PAGE>

APPENDIX

Description of S&P, Moody's, Fitch and Duff ratings:

S&P

BOND RATINGS

AAA

Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay
principal an from the highest rated issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rated categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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
bonds in this category than bonds in higher rated categories.

Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, they face 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.

Bonds rated B have a greater vulnerability to default but presently
have the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.

CCC

Bonds rated CCC have a current identifiable vulnerability to default
and are dependent upon favorable business, financial and economic conditions to
meet timely payments of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.

The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

S&P's letter ratings may be modified by the addition of a plus (+) or
a minus (-) sign designation, which is used to show relative standing within the
major rating categories, except in the AAA (Prime Grade) category.

COMMERCIAL PAPER RATING

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Issues assigned an A rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1

This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
designation.

A-2

Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.

A-3

Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

Issues carrying this designation are regarded as having only
speculative capacity for timely payment.

This designation is assigned to short-term obligations with doubtful
capacity for payment.

Issues carrying this designation are in default, and payment of
interest and/or repayment of principal is in arrears.

Moody's

BOND RATINGS

Aaa

Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are 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 generally are 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.

Baa

Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

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, therefore, not well
safeguarded during both 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.

Caa

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 present 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.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and in
the categories below B. The modifier 1 indicates a ranking for the security in
the higher end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of a rating
category.

COMMERCIAL PAPER RATING

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be evidenced
by leading market positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with moderate reliance
on debt and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.

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

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

Issuers (or related supporting institutions) rated Not Prime do not
fall within any of the Prime rating categories.

Fitch

BOND RATING

The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of specific debt issue or class of debt. The ratings take
into consideration special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future financial strength
and credit quality.

AAA

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

Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated F1+.

Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB

Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.

CCC

Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

Bonds rated CC are minimally protected. Default in payment of interest
and/or principal seems probable over time.

Bonds rated C are in imminent default in payment of interest or
principal.

DDD, DD and D

Bonds rated DDD, DD and D are in actual default of interest and/or
principal payments. Such bonds are extremely speculative and should be valued on
the basis of their ultimate recovery value in liquidation or reorganization of
the obligor. DDD represents the highest potential for recovery on these bonds
and D represents the lowest potential for recovery.

Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category. Plus and minus
signs, however, are not used in the AAA category covering 12 to 36 months.

SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.

F-3

Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate; however,
near-term adverse changes could cause these securities to be rated below
investment grade.

F-S

Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are vulnerable
to near-term adverse changes in financial and economic conditions.

Default. Issues assigned this rating are in actual or imminent payment
default.

Duff

BOND RATINGS

AAA

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

Bonds rated AA are considered high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

Bonds rated A have protection factors which are average but adequate.
However, factors are more variable and greater in periods of economic stress.

BBB

Bonds rated BBB are considered to have below average protection
factors but still considered sufficient for prudent investment. There may be
considerable variability in risk for bonds in this category during economic
cycles.

Bonds rated BB are below investment grade but are deemed by Duff as
likely to meet obligations when due. Present or prospective financial protection
factors fluctuate according to industry conditions or company fortunes. Overall
quality may move up or down frequently within the category.

Bonds rated B are below investment grade and possess the risk that
obligations will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in quality rating within
this category or into a higher or lower quality rating grade.

CCC

Bonds rated CCC are well below investment grade securities. Such bonds
may be in default or have considerable uncertainty as to timely payment of
interest, preferred dividends and/or principal. Protection factors are narrow
and risk can be substantial with unfavorable economic or industry conditions
and/or with unfavorable company developments.

Defaulted debt obligations. Issuer has failed to meet scheduled
principal and/or interest payments.

Plus (+) and minus (-) signs are used with a rating symbol (except
AAA) to indicate the relative position of a credit within the rating category.

COMMERCIAL PAPER RATING

The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of timely
payment with excellent liquidity factors which are supported by ample asset
protection. Risk factors are minor. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets and sound
liquidity factors and company fundamentals. Risk factors are small. Paper rated
Duff-3 is regarded as having satisfactory liquidity and other protection
factors. Risk factors are larger and subject to more variation. Nevertheless,
timely payment is expected. Paper rated Duff-4 is regarded as having speculative
investment characteristics. Liquidity is not sufficient to insure against
disruption in debt service. Operating factors and market access may be subject
to a high degree of variation. Paper rated Duff-5 is in default. The issuer has
failed to meet scheduled principal and/or interest payments.

<PAGE>

FINANCIAL STATEMENT AND REPORT OF INDEPENDENT AUDITORS

METAMARKETS.COM FUNDS

STATEMENT OF ASSETS AND LIABILITIES
August 6, 1999

COMMUNICATIONS MEDIA
TECHNOLOGY TECHNOLOGY
OPENFUND FUND FUND OPENFUND II
-------- ------------- -----------
ASSETS
<S> <C> <C> <C> <C>
Cash................................ $ 100,000.00 $ 12.50 $ 12.50 $ 12.50
============= ======= ======== =======

LIABILITIES AND CAPITAL: 0 0 0 0

NET ASSETS applicable to the shares
of beneficial interest ($.001 par
value) issued and outstanding
(unlimited number of
shares authorized)................... $ 100,000.00 $ 12.50 $ 12.50 $ 12.50
============== ========= ======= ========

SHARES OUTSTANDING....................... 8,000 1 1 1

NET ASSET VALUE AND REDEMPTION PRICE
PER SHARE............................ $ 12.50 $ 12.50 $ 12.50 $ 12.50
=============== ======== ======= ========
</TABLE>

NOTE 1 - MetaMarkets.com Funds (the "Company") is organized as a Massachusetts
business trust and has had no operations as of the date hereof other than
matters relating to its organization and registration as an open-end investment
company under the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, and the sale and issuance of 8,000 shares of beneficial
interest of the Open Fund and one share of beneficial interest of each other of
the above-named series of the Company (each, a "Fund") to MetaMarkets
Investments LLC (the "Adviser").

Pursuant to an investment advisory agreement with the Adviser, the Fund pays a
monthly investment advisory fee based on the value of the average daily net
assets of each Fund as follows:

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADVISORY FEE

on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

Expenses related to the organization of the Company have been borne by the
Adviser.

NOTE 2 - Each Fund intends to qualify as a "regulated investment company" and as
such (and by complying with the applicable provisions of the Internal Revenue
Code of 1986, as amended) will not be subject to Federal income tax on taxable
income (including realized capital gain) that is distributed to shareholders.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Trustees
of MetaMarkets.com Funds

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of the OpenFund, Media
Technology Fund, Communications Technology Fund and OpenFund II (hereafter
referred to as the "Funds"), each a series of MetaMarkets.com Funds, at August
6, 1999, in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Funds' management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this financial statement in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement,
assessing the accounting principles used and significant estimates made by the
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

San Francisco, California
August 9, 1999

<PAGE>

METAMARKETS.COM FUNDS

PROSPECTUS

____________, 1999

o OPENFUND

ADVISED BY
METAMARKETS INVESTMENTS LLC

<PAGE>

TABLE OF CONTENTS

DESCRIPTION OF THE FUND

OVERVIEW
- -------------------------------------------------------------------------------
THE FUND The Fund invests in securities of
companies which, in the opinion of the
Fund's investment adviser, are innovative
growth companies at the leading edge of
technological, social and economic change.
These are companies which define the "New
Economy." They demonstrate the ability to
innovate, continuously learn and
productively change. Through innovative
use of technology or the imaginative use
of organizational techniques or marketing
methods, they are redefining the way goods
and services are provided in the economy.
These are companies that make us more
efficient at work, and change the way we
relax and play.

The Fund's investments may range from
small companies developing new
technologies or practicing innovative
methods to provide consumer services, to
large blue chip companies with established
track records of developing and marketing
these advances.

Much is being written about the New
Economy. Visit the Web site at
http://www.MetaMarkets.com if you want to
find out where you can read more about it.

The Fund intends to operate as the first
"interactive mutual fund" integrating real
time investor participation with the
investment process. The Fund intends to
post on its Web site updates of its
holdings in real time, to the extent
practicable. In addition, part of the
investment adviser's Web site will disply
completed Fund trading activity in real
time, to the extent practicable. It also
will support communication technologies
such as discussion boards, chat rooms,
webcams, and on-line polls through which
Fund shareholders and others may interact
with the Fund's portfolio managers and
each other to share ideas about the Fund,
stocks, market conditions and other
related topics. Both sites will display in
real time, to the extent practicable, an
estimate of the Fund's net asset value.
The Fund's investment adviser believes
that no other mutual fund has ever before
brought together such a comprehensive
array of opportunities for a shareholder
to interact with respect to his or her
investment in a fund.

<PAGE>

OBJECTIVES, RISK/RETURN AND EXPENSES

OPENFUND

INVESTMENT OBJECTIVE The Fund seeks to provide investors with
capital growth.

PRINCIPAL INVESTMENT The Fund invests principally in the
STRATEGIES common stocks of companies that the
investment adviser believes derive
strategic advantage from trends caused by
the development of the "New Economy."

The Fund will engage in frequent portfolio
trading in an attempt to take advantage of
short-term trends in valuation and
momentum.

To implement the Fund's strategy, the
adviser will select from those companies
based in the U.S. or, to a limited extent,
in foreign countries that provide or are
expected to benefit from advances and
improvements in technology, consumer
services or business practices. These
companies may include those that develop,
produce or distribute products or services
in the Internet, electronics,
communications, healthcare, biotechnology,
and computer software and hardware
sectors, as well as the consumer
marketing, media, entertainment and
financial services sectors. The Fund's
investments may range from small companies
(including those with market
capitalizations below $500 million) to
large blue chip companies. The Fund also
may invest in the preferred stocks and
convertible securities (including those
rated below investment grade, so-called
junk bonds) of these companies and engage
in short selling and, from time to time,
leverage, futures and options
transactions.

PRINCIPAL INVESTMENT Stocks fluctuate in price, often based on
RISKS factors unrelated to the issuers' value.
The value of your investment in the Fund
will fluctuate in response to movements in
the stock market and the activities of
individual portfolio companies. As a
result, you could lose money by investing
in the Fund, particularly if there is a
sudden decline in the share prices of the
Fund's holdings or an overall decline in
the stock market.

The Fund will engage in short-term
trading, which could produce higher
brokerage costs and larger taxable
distributions than a fund with low
portfolio turnover.

The Fund will invest in companies in the
technology sector, including those with
small capitalizations, which carry
additional risks. These companies
typically have less predictable earnings
than other companies. In addition,
small-cap stocks trade less
frequently and in more limited volume than
those of larger, more established
companies. As a result, technology and
small-cap stocks may fluctuate
significantly more in value than other
stocks. Thus, the Fund's share price
should be expected to fluctuate
significantly more than the share prices
of many other types of mutual funds.

The Fund is non-diversified and may invest
a greater percentage of its assets in a
particular company compared with other
funds. Accordingly, the Fund's portfolio
may be more sensitive to changes in the
market value of a single company or
industry.

The Fund may invest in lower-rated
convertible securities which have
speculative characteristics and higher
credit risk. With this type of investment,
a greater likelihood exists that adverse
economic changes can result in a weakened
capacity to make interest and principal
payments on a timely basis.

Foreign securities involve special risks,
such as exposure to currency exchange rate
fluctuations, and tend to be more volatile
than U.S. securities.

The Fund may not always be able to close
out an established short position at any
particular time or at an acceptable price.

The Fund can buy securities with borrowed
money (a form of leverage), which could
have the effect of magnifying the Fund's
gains or losses.

Successful use of options and futures is
subject to the adviser's ability to
predict correctly movements in the
direction of the market. A relatively
small investment could have a large impact
on the Fund's performance.

<PAGE>

PERFORMANCE BAR CHART AND TABLE

Because the Fund is new, it has no performance as of the date of this
prospectus.

FEES AND EXPENSES

- ------------------------------------------
Annual Fund Operating Expenses
(fees paid from Fund assets)
- ------------------------------------------

Management Fee 1.00%
- ------------------------------------------
Distribution (12b-1)
Fee .25%
- ------------------------------------------
Other Expenses1 .20%
- ------------------------------------------

Total Annual Fund
Operating Expenses1 1.45%
- ------------------------------------------

Fee Waiver and/or
Expense Reimbursement1 (.73%)
- ------------------------------------------
Net Operating Expenses1 .72%
- ------------------------------------------

EXPENSE EXAMPLE

Use the example at right to OPENFUND 1 3
help you compare the cost of Year Years
investing in the Fund with the
cost of investing in other $74 $387
mutual funds. It illustrates -------------------------------------
the amount of fees and
expenses you would pay,
assuming the following:

o $10,000 investment
o 5% annual return
o except for the fee waiver in year one,
no changes in the Fund's
operating expenses
o reinvestment of all dividends
and distributions
o redemption at the end of each period shown

Your actual costs may be higher or lower. Year one fees and expenses reflect the
waiver of expenses totaling .73% of the Fund's average daily net assets based on
a contractual agreement.

<PAGE>

ADDITIONAL INFORMATION ON INVESTMENT STRATEGIES
AND RISKS

PRINCIPAL STRATEGIES

While the Fund typically invests principally in common stocks, it also may
invest in convertible securities and preferred stocks and other equity
securities having the charcteristics of common stocks(generally, in each case up
to 10% of the Fund's assets). Convertible securities are exchangeable for
another form of the issuer's securities, and generally are subordinated to other
similar but non-convertible securities of the same issuer and, thus, typically
have lower credit ratings than similar non-convertible securities. The Fund may
invest up to 10% of its assets in convertible securities rated below investment
grade (Baa/BBB) and as low as the lowest rating assigned by the rating agencies
(C/D) or the unrated equivalent as determined by the adviser. Preferred stock
has preference over common stock in the payment of dividends and the liquidation
of assets, but ordinarily does not carry voting rights.

Although the Fund will invest principally in securities of U.S. issuers, it may
invest up to 20% of its total assets in the equity securities of foreign
issuers, including common stocks, preferred stocks, convertible securities and
depositary receipts, such as ADRs.

The Fund may sell short securities of companies that the investment adviser
believes will underperform amidst the challenges of the New Economy. In
addition, the Fund may engage in short-selling for hedging purposes, such as to
limit exposure to a possible market decline in the value of its portfolio
securities. Generally, the Fund would sell a security it does not own. To
complete the transaction, the Fund must borrow the security to make delivery to
the buyer. The Fund is obligated to replace the security borrowed by purchasing
it subsequently at the market price at the time of replacement. No securities
will be sold short if, after effect is give to any such short sale, the total
market value of all securities sold short would exceed 25% of the value of the
Fund's net assets.

The Fund may invest some assets in options and futures contracts and, though not
part of its principal strategy, certain other derivatives such as equity swaps.
These instruments are used primarily to hedge the Fund's portfolio but may be
used to increase returns; however, they sometimes may reduce returns or increase
volatility. The Fund may not invest in such contracts and options for purposes
other than hedging if the sum of the amount of initial margin deposits and
premiums paid for unexpired options with respect to such contracts, other than
for bona fide hedging purposes, exceeds 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and unrealized
losses on such contracts and options.

The Fund may borrow money from banks, brokers or dealers for investment
purposes. Borrowing for investment purposes is known as "leverage." To the
extent the Fund uses leverage, it would limit such leverage to 25% of its total
assets.

The Fund, from time to time, may take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in an attempt to
respond to adverse market, economic, political, or other conditions and invest
some or all of its assets in money market instruments. During these periods, the
Fund may not achieve its investment objective.

PRINCIPAL RISKS

MARKET AND MANAGEMENT RISK. The Fund is actively managed and, thus, is subject
to the risk that its portfolio management practices might not achieve its goals.

Over time, growth companies are expected to increase their earnings at an
above-average rate. If these expectations are not met, their stock prices can
fall drastically--even if earnings show an absolute increase.

The Fund may purchase securities of companies in initial public offerings or
shortly thereafter. The prices of these companies' securities may be very
volatile. The Fund may purchase securities of companies which have no earnings
or have experienced losses. The Fund generally will make these investments based
on a belief that actual or anticipated products or services will produce future
earnings. If the anticipated event is delayed or does not occur, or if investor
perceptions about the company change, the company's stock price may decline
sharply and its securities may become less liquid.

The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of the Fund's investments
(held or intended for purchase) being hedged and in the price of the futures
contract or option may be imperfect; (ii) possible lack of a liquid secondary
market for closing out options or futures positions; and (iii) losses due to
unanticipated market movements.

INTERNET RISK. Since the Fund is designed specifically for on-line investors,
an interruption in transmissions over the Internet generally or problem in the
transmission of the MetaMarkets.com Web site in particular could result in a
delay or interruption in your ability to access the MetaMarkets.com Web site,
place purchase or sale orders with the Fund or otherwise interact with the
Fund.

YEAR 2000 RISK. Like other funds and business organizations around the world,
the Fund could be adversely affected if the computer systems used by the
investment adviser and the Fund's other service providers do not properly
process and calculate date-related information for the year 2000 and beyond.
Year 2000 issues may adversely affect the companies or other issuers in which
the Fund invests where, for example, such entities incur substantial costs to
address Year 2000 issues or suffer losses caused by the failure to adequately or
timely do so. Foreign markets may be less prepared to address Year 2000 issues
than U.S. ones.

The investment adviser and the Fund's other service providers have assured the
Fund that they have developed and are implementing clearly defined and
documented plans intended to minimize risks to services critical to the Fund's
operations associated with Year 2000 issues. The investment adviser and the
Fund's other service providers are likewise seeking assurances from their
respective vendors and suppliers that such entities are addressing Year 2000
issues.

While the ultimate costs or consequences of incomplete or untimely resolution of
Year 2000 issues cannot be accurately assessed at this time, the Fund currently
has no reason to believe that the Year 2000 plans of the investment adviser and
the Fund's other service providers will not be completed by December 31, 1999,
or that the anticipated costs associated with full implementation of their plans
will have a material adverse impact on either their business operations or
financial condition or those of the Fund. If any systems upon which the Fund is
dependent are not Year 2000 ready by December 31, 1999, administrative errors
and account maintenance failures would likely occur, which could result in a
decline in the value of the Fund's securities and return.

<PAGE>

FUND MANAGEMENT

Investment Adviser

MetaMarkets Investments LLC, located at 400 Oyster Point Blvd., Suite 414, South
San Francisco, California 94080, serves as the Fund's investment adviser. The
investment adviser is a newly formed entity and has no operating history upon
which investors can evaluate its performance. Donald L. Luskin, the investment
adviser's President and Chief Executive Officer was formerly the Chief Executive
Officer of Barclays Global Mutual Funds and the Vice Chairman of Barclays Global
Investors, one of the world's largest investment management organizations. The
investment adviser is responsible for making investment decisions for the Fund,
placing purchase and sale orders and providing research, statistical analysis
and continuous supervision of the Fund's investment portfolio. Investment
decisions for the Fund are made by a team of the investment adviser's portfolio
managers; the team collaborates in making portfolio recommendations and no
individual is primarily responsible for making recommendations to the team. Set
forth below is the investment advisory fee rate payable to the investment
adviser by the Fund:

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADVISORY FEE
- ------------------ ----------------

on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

The Fund's per share net asset value (NAV) is calculated by adding the total
value of the Fund's investments and other assets, subtracting its liabilities
and then dividing that figure by the number of outstanding shares.

The Fund's NAV is determined and its shares are priced at the close of regular
trading on the New York Stock Exchange, normally at 4:00 p.m. Eastern time, on
days the Exchange is open, except Columbus Day and Veterans' Day. The New York
Stock Exchange is closed on weekends, national holidays and Good Friday. Foreign
securities held by the Fund may trade on days when the Fund does not calculate
its NAV and thus affect the Fund's NAV on days when investors will not be able
to purchase or redeem Fund shares.

Your order for purchase, sale or exchange of shares is priced at the next NAV
calculated after the Fund receives your completed order form.

The Fund's investments are valued each business day generally by using available
market quotations or, if market quotations are not available, at fair value
determined by the Fund's Board or in accordance with procedures approved by the
Board. For further information regarding the methods employed in valuing the
Fund's investments, see the Statement of Additional Information (SAI).

The Fund's 12b-1 fees compensate the Fund's distributor and other dealers and
investment representatives for services and expenses relating to the sale and
distribution of the Fund's shares. Because 12b-1 fees are paid from Fund assets
on an ongoing basis, over time they will increase the cost of your investment
and may cost you more than paying other types of sales charges.

<PAGE>

HOW TO BUY AND SELL SHARES

GENERAL

The Fund is designed specifically for on-line investors. You can access the Fund
at the MetaMarkets.com Web site on the Internet. By clicking one of the Fund
order icons, you can quickly and easily place a purchase or sale order for
shares. You will be prompted to enter your trading password whenever you perform
a transaction so that the Fund can be sure each purchase or sale is secure. For
your own protection, only you or your co-account holder(s) should place orders
through your Fund account. When you purchase shares, you will be asked to: (1)
affirm your consent to receive all Fund documentation electronically, (2)
provide your e-mail address and (3) affirm that you have read the Prospectus.
The Fund's current Prospectus will be readily available for viewing and printing
on the Web site.

To become a Fund shareholder, you will need to open an account and consent to
receive all shareholder information about the Fund electronically. The Fund may
deliver paper-based shareholder information in certain circumstances at no extra
cost to the investor. If you call or e-mail the Fund to request paper-based
shareholder information, or if you revoke your consent to receive all
shareholder information electronically, the Fund will deliver such information
to you and you may be charged a transaction fee of up to $12 to cover the costs
of printing, shipping and handling (a fee will not be charged for delivery of
confirmations or statements). Shareholder information includes prospectuses,
annual and semi-annual reports, proxy materials, confirmations and statements.

PURCHASING AND ADDING TO YOUR SHARES

MINIMUM INVESTMENT
-------------------------------

ACCOUNT TYPE INITIAL SUBSEQUENT

Regular
(non-retirement) $1,000 $250
Retirement (IRA) $100 $50
Automatic
Investment Plan $250 $50

To make your initial investment, follow the instructions on the account
application at the end of this Prospectus. To make subsequent investments, click
the Fund Purchase Order icon and follow the instructions. The Fund offers an
Automatic Investment Plan and Directed Dividend Option, which are convenient
ways of buying Fund shares. These also are described on the account application
and in the SAI.

All purchases must be in U.S. dollars. A fee will be charged for any checks that
do not clear. Third-party checks are not accepted.

The Fund may waive the minimum purchase requirements or reject any purchase
order in whole or in part.

SELLING YOUR SHARES

To sell Fund shares, click the Fund Sell Order icon and follow the instructions.

<PAGE>

o VERIFYING TELEPHONE REDEMPTIONS
The Fund will make efforts to insure that telephone redemptions are only made by
authorized shareholders. All telephone calls are recorded for your protection
and you will be asked for information to verify your identity. Given these
precautions, unless you have specifically indicated on your application that you
do not want the telephone redemption feature, you may be responsible for any
fraudulent telephone orders. If appropriate precautions have not been taken, the
transfer agent may be liable for losses due to unauthorized transactions.

o DELAYING PAYMENT OF REDEMPTION PROCEEDS
Payment for shares may be delayed under extraordinary circumstances or as
permitted by the SEC in order to protect remaining shareholders.

o CLOSING OF SMALL ACCOUNTS If your account falls below $500, the Fund may ask
you to increase your balance. If it is still below $500 after 30 days, the Fund
may close your account and send you the proceeds at the current NAV.

EXCHANGING YOUR SHARES

You can exchange your Fund shares for shares of another fund in the
MetaMarkets.com family of funds. No transaction fees are charged for exchanges.

You must exchange shares worth $500 or more and meet the minimum investment
requirements for the fund into which you are exchanging. Exchanges from one fund
to another are taxable.

To exchange your Fund shares, click the Fund Exchanges icon and follow the
instructions. Be sure to read the current prospectus for any fund into which you
are exchanging.

IMPORTANT INFORMATION ABOUT EXCHANGES. If Fund shares are purchased by check,
the shares cannot be exchanged until your check has cleared. This could take up
to 15 days from the date of purchase. The Fund may reject an exchange request
from a shareholder who has made more than eight exchanges between investment
portfolios offered by Fund management in a year, or more than four exchanges in
a calendar quarter. Although unlikely, the Fund may reject any exchanges or,
upon 60-days' notice to shareholders, change or terminate the exchange
privilege. The exchange privilege is available only in states where new Fund
shares may be sold. The registration and tax identification numbers of the two
accounts must be identical.

INTERACTIVE FUND

The discussion boards, chat rooms and interactive features of the Fund,
including the display of trading activity and Fund holdings, are presented for
information purposes only and may be discontinued at any time. The real-time
estimated Fund NAV is an unofficial estimate based on delayed quotations of Fund
portfolio securities, and on information which is deemed to be reliable but is
not guaranteed. Shareholders can only purchase or redeem Fund shares at the
official daily NAV established by the Fund's distributor MetaMarkets.com Funds
also may terminate the ability to buy and sell Fund shares on its Web site at
any time, in which case you may continue to buy and sell Fund shares pursuant to
the alternative procedures described in the "How to Buy, Sell and Exchange
Shares" pamphlet attached to this Prospectus. Prices and other data posted
during the day on the MetaMarkets.com Web site will be based on sources believed
reliable, but whose accuracy can not be assured.

DIVIDENDS, DISTRIBUTIONS AND TAXES

All dividends and distributions will be automatically reinvested in Fund shares.
The Fund usually pays its shareholders dividends from its net investment income
and distributes any capital gains annually.

Dividends paid by the Fund are taxable to U.S. shareholders as ordinary income
(unless your investment is in an IRA or tax-advantaged account). Except for
tax-deferred accounts, any sale or exchange of Fund shares may generate a tax
liability. Of course, withdrawals or distributions from tax-deferred accounts
may be taxable when received.

Because everyone's tax situation is unique, you should consult your tax
professional about Federal, state and local tax consequences.

<PAGE>

For more information about the Fund, the following documents are available free
upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI):
The SAI provides more detailed information about the Fund, including its
operations and investment policies. It is incorporated by reference and is
legally considered a part of this Prospectus.

METAMARKETS.COM FUNDS
INTERNET: HTTP://WWW.METAMARKETS.COM
TELEPHONE: 1-877-METAMKT (1-877-638-2658)

SHAREHOLDERS WILL BE ALERTED BY E-MAIL WHEN A PROSPECTUS AMENDMENT, ANNUAL OR
SEMI-ANNUAL REPORT, OR PROXY MATERIALS ARE AVAILABLE.

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

Certain instructions on how to buy and sell Fund shares are provided in a
separate document that is incorporated by reference into this Prospectus.

You can review information about the Fund, including the Fund's SAI, at the
Public Reference Room of the Securities and Exchange Commission. You can get
text-only copies:
o For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009, or calling 1-800-SEC-0330.
o Free from the Commission's Web site at http://www.sec.gov.

Distributed by BISYS Fund Services Limited Partnership
Investment Company Act file no. 811-09351.

<PAGE>

HOW TO BUY, SELL AND EXCHANGE SHARES

INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT

BY INTERNET

Initial Investment:
1. Carefully read and complete the account application at the end of the
Prospectus, or download it from the MetaMarkets.com Web site, and follow
the instructions.
2. Make check, bank draft or money order payable to "MetaMarkets.com Funds,
[Name of Fund]."
3. Mail your payment and a signed copy of the
completed account application to: MetaMarkets.com Funds
c/o BISYS Fund Services
P. O. Box 182208
Columbus, Ohio 43218-2208

Subsequent Investment:
1. Provide the following information:
o Fund name: ____________________
o Amount invested: ____________________
o Account name: ____________________
o Account number: ____________________
2. Include your account number on your
check or money order and mail it to: MetaMarkets.com Funds
c/o BISYS Fund Services
P. O. Box 182208
Columbus, Ohio 43218-2208

or, for Overnight Service, send it to:

MetaMarkets.com Funds
c/o BISYS Fund Services
Attn: T.A. Operations
3435 Stelzer Road
Columbus, Ohio 43219

ELECTRONIC PAYMENTS

You may pay electronically if your U.S. bank participates in the Automated
Clearing House (ACH).

To establish an electronic purchase option, complete the account application as
directed, or call 1-877-638-2658. Your account can generally be set up for
electronic purchases within 15 days.

Call 1-877-638-2658 to arrange a transfer from your bank account.

<PAGE>

WIRE TRANSFER PAYMENTS

ELECTRONIC VS. WIRE TRANSFER

Wire transfers allow financial
institutions to send funds to each
other, almost instantaneously. Your bank
may change a wire transfer fee. With an
electronic purchase or sale, the
transaction is made through the
Automated Clearing House (ACH) and may
take up to eight days to clear. There is
generally no fee for ACH transactions.

You can add to your account by using the convenient options described in the
account application. For more information about these options, also see the SAI.

<PAGE>

INSTRUCTIONS FOR SELLING SHARES

By Internet Provide the following information:
o your Fund and account number: _______________
o amount you wish to sell: _______________
o address where your check should be sent or where
your funds should be wired or electronically
transferred: _______________

- -------------------------------------------------------------------------------
By Telephone Call 1-877-638-2658 with instructions as to how you
(UNLESS YOU HAVE DECLINED wish to receive your funds (mail, wire, electronic
TELEPHONE SALES transfer).
PRIVILEGES)

<PAGE>

INSTRUCTIONS FOR EXCHANGING SHARES

To exchange your Fund shares, provide the following information:

o Your name and telephone number: _______________
o The exact name on your account and account number: _______________
o Taxpayer identification number (usually your Social Security
number): _______________
o Dollar value or number of shares to be exchanged: _______________
o The name of the Fund from which the exchange is to be made:
_______________
o The name of the Fund into which the exchange is being made:
_______________

<PAGE>

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

METAMARKETS.COM FUNDS

OpenFund

STATEMENT OF ADDITIONAL INFORMATION
__________, 1999

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

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus for
OpenFund (the "Fund") of MetaMarkets.com Funds (the "Company"), dated
__________, 1999, as it may be revised from time to time. To obtain a copy of
the Prospectus, please access the Company's Web site at
http://www.MetaMarkets.com, click on the Fund Prospectus icon and follow the
instructions, or call toll free 1-877-METAMKT (1-877-638-2658). When investing
in the Fund, you will be asked to consent to receive all information about the
Fund electronically.

TABLE OF CONTENTS
PAGE

Description of the Company and the Fund...................................B-2
Management of the Company................................................B-16
Management Arrangements..................................................B-19
Purchase and Redemption of Shares........................................B-22
Determination of Net Asset Value.........................................B-23
Shareholder Services and Privileges......................................B-24
Performance Information..................................................B-25
Dividends, Distribution and Taxes........................................B-26
Portfolio Transactions...................................................B-28
Information About the Company and the Fund...............................B-29
Counsel and Independent Auditors.........................................B-30
Appendix ................................................................B-31
Financial Statement and Report of Independent Auditors...................B-40

<PAGE>

DESCRIPTION OF THE COMPANY AND THE FUND

GENERAL

The Company is a Massachusetts business trust that was formed on May
21, 1999. The Fund is a separate portfolio of the Company, an open-end
management investment company, known as a mutual fund.

MetaMarkets Investments LLC (the "Adviser") serves as the Fund's
investment adviser.

BISYS Fund Services Ohio, Inc. (the "Administrator") serves as the
Fund's administrator. BISYS Fund Services Limited Partnership (the
"Distributor"), an affiliate of the Administrator, serves as the Fund's
distributor.

CERTAIN PORTFOLIO SECURITIES

The following information supplements and should be read in
conjunction with the Fund's Prospectus. The portfolio securities described
below, other than convertible securities, are not part of the Fund's principal
investment strategies.

CONVERTIBLE SECURITIES. While the Fund typically invests principally
in common stocks, part of its principal investment strategy from time to time
may include investing in convertible securities. Convertible securities may be
converted at either a stated price or stated rate into underlying shares of
common stock and, therefore, are deemed to be equity securities for purposes of
the Fund's management policies. Convertible securities have characteristics
similar to both fixed-income and equity securities. Convertible securities
generally are subordinated to other similar but non-convertible securities of
the same issuer, although convertible bonds, as corporate debt obligations,
enjoy seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock, of the same issuer. Because of the
subordination feature, however, convertible securities typically have lower
ratings than similar non-convertible securities.

WARRANTS. A warrant is an instrument issued by a corporation which
gives the holder the right to subscribe to a specified amount of the
corporation's capital stock at a set price for a specified period of time.

INVESTMENT COMPANIES. The Fund may invest in securities issued by
other investment companies. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), the Fund's investment in such securities, subject to certain
exceptions, currently is limited to (i) 3% of the total voting stock of any one
investment company, (ii) 5% of the Fund's total assets with respect to any one
investment company and (iii) 10% of the Fund's total assets in the aggregate.
Investments in the securities of other investment companies may involve
duplication of advisory fees and certain other expenses.

DEPOSITARY RECEIPTS. The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts and American Depositary
Shares (collectively, "ADRs") and Global Depositary Receipts and Global
Depositary Shares (collectively, "GDRs") and other forms of depositary receipts.
These securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by a United States bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are receipts issued outside the
United States typically by non-United States banks and trust companies that
evidence ownership of either foreign or domestic securities. Generally, ADRs in
registered form are designed for use in the United States securities markets and
GDRs in bearer form are designed for use outside the United States.

<PAGE>

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES.
The Fund may invest in obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Adviser to be of comparable quality
to the other obligations in which the Fund may invest. Such securities also
include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.

STANDARD & POOR'S DEPOSITARY RECEIPTS AND DIAMONDS. The Fund may
invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs are units of
beneficial interest in an investment trust sponsored by a wholly-owned
subsidiary of the American Stock Exchange, Inc. (the "Exchange") which represent
proportionate undivided interests in a portfolio of securities consisting of
substantially all of the common stocks, in substantially the same weighting, as
the component stocks of the Standard & Poor's 500 Stock Index (the "S&P 500
Index"). SPDRs are listed on the Exchange and traded in the secondary market on
a per-SPDR basis.

The Fund also may invest in DIAMONDS. DIAMONDS are units of beneficial
interest in an investment trust representing proportionate undivided interests
in a portfolio of securities consisting of all the component common stocks of
the Dow Jones Industrial Average (the "DJIA"). DIAMONDS are listed on the
Exchange and may be traded in the secondary market on a per-DIAMONDS basis.

SPDRs are designed to provide investment results that generally
correspond to the price and yield performance of the component common stocks of
the S&P 500 Index. DIAMONDS are designed to provide investors with investment
results that generally correspond to the price and yield performance of the
component common stocks of the DJIA. The value of both SPDRs and DIAMONDS are
subject to change as the values of their respective component common stocks
fluctuate according to the volatility of the market. Investments in SPDRs and
DIAMONDS involve certain inherent risks generally associated with investments in
a broadly based portfolio of common stocks, including the risk that the general
level of stock prices may decline, thereby adversely affecting the value of each
unit of SPDRs and/or DIAMONDS invested in by the Fund. Moreover, the Fund's
investment in SPDRs and/or DIAMONDS may not exactly match the performance of a
direct investment in the respective indices to which they are intended to
correspond. Additionally, the respective investment trusts may not fully
replicate the performance of their respective benchmark indices due to the
temporary unavailability of certain index securities in the secondary market or
due to other extraordinary circumstances, such as discrepancies between each of
the investment trusts and the indices with respect to the weighting of
securities or the number of, for example, larger capitalized stocks held by an
index and each of the investment trusts.

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its
net assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
These securities may include securities that are not readily marketable, such as
securities that are subject to legal or contractual restrictions on resale,
repurchase agreements providing for settlement in more than seven days after
notice, and certain privately negotiated, non-exchange traded options and
securities used to cover such options. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when a ready buyer is
not available at a price the Fund deems representative of their value, the value
of the Fund's net assets could be adversely affected.

CORPORATE DEBT SECURITIES. The Fund may invest in corporate debt
securities, which include corporate bonds, debentures, notes and other similar
instruments. Debt securities may be acquired with warrants attached. Corporate
income-producing securities also may include forms of preferred or preference
fixed, floating or variable, and may vary inversely with respect to a reference
rate. The rate of return or return of principal on some debt obligations may be
linked or indexed to the level of exchange rates between the U.S. dollar and a
foreign currency or currencies.

MONEY MARKET INSTRUMENTS. In an attempt to respond to adverse market,
economic, political or other conditions, the Fund may take a temporary defensive
position that is inconsistent with its principal investment strategies and
invest some or all of its assets in money market instruments, including U.S.
Government securities, repurchase agreements, bank obligations and commercial
paper. The Fund also may purchase money market instruments when it has cash
reserves or in anticipation of taking a market position.

INVESTMENT TECHNIQUES

The following information supplements and should be read in
conjunction with the Fund's Prospectus.

LEVERAGE. Leveraging (that is, buying securities using borrowed money)
exaggerates the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. For borrowings for investment purposes,
the 1940 Act requires the Fund to maintain continuous asset coverage (that is,
total assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed. If the required coverage should decline as a result
of market fluctuations or other reasons, the Fund may be required to sell some
of its portfolio holdings within three days to reduce the amount of its
borrowings and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
The Fund also may be required to maintain minimum average balances in connection
with such borrowing or pay a commitment or other fee to maintain a line of
credit; either of these requirements would increase the cost of borrowing over
the stated interest rate.

The Fund may enter into reverse repurchase agreements with banks,
brokers or dealers. This form of borrowing involves the transfer by the Fund of
an underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future date, the Fund
repurchases the security at principal plus accrued interest. Except for these
transactions, the Fund's borrowings generally will be unsecured.

SHORT-SELLING. In these transactions, the Fund sells a security it
does not own in anticipation of a decline in the market value of the security.
To complete the transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security borrowed by
purchasing it subsequently at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund, which would result in a loss or gain, respectively. The Fund
also may make short sales "against the box," in which the Fund enters into a
short sale of a security it owns. The Fund will not sell securities sold short
if, after effect is given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of the Fund's net assets.

Until the Fund closes its short position or replaces the borrowed
security, it will: (a) segregate permissible liquid assets in an amount which,
together with the amount deposited with the broker as collateral, always equals
the current value of the security sold short; or (b) otherwise cover its short
position.

DERIVATIVES. The Fund may invest in, or enter into, derivatives, such
as options and futures, for a variety of reasons, including to hedge certain
market risks, to provide a substitute for purchasing or selling particular
securities or to increase potential income gain. Derivatives may provide a
cheaper, quicker or more specifically focused way for the Fund to invest than
"traditional" securities would.

Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

If the Fund invests in derivatives at inopportune times or judges
market conditions incorrectly, such investments may lower the Fund's return or
result in a loss. The Fund also could experience losses if its derivatives were
poorly correlated with its other investments, or if the Fund were unable to
liquidate its position because of an illiquid secondary market. The market for
many derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.

Although neither the Company nor the Fund will be a commodity pool,
certain derivatives subject the Fund to the rules of the Commodity Futures
Trading Commission which limit the extent to which the Fund can invest in such
derivatives. The Fund may invest in futures contracts and options with respect
thereto for hedging purposes without limit. However, the Fund may not invest in
such contracts and options for other purposes if the sum of the amount of
initial margin deposits and premiums paid for unexpired options with respect to
such contracts, other than for bona fide hedging purposes, exceeds 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; provided, however,
that in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5% limitation.

The Fund may purchase call and put options and write (i.e., sell)
covered call and put option contracts. When required by the Securities and
Exchange Commission, the Fund will segregate permissible liquid assets to cover
its obligations relating to its purchase of derivatives.

To maintain this required cover, the Fund may have to sell portfolio
securities at disadvantageous prices or times since it may not be possible to
liquidate a derivative position at a reasonable price.

Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter derivatives.
Therefore, each party to an over-the-counter derivative bears the risk that the
counterparty will default. Accordingly, the Adviser will consider the
creditworthiness of counterparties to over-the-counter derivatives in the same
manner as it would review the credit quality of a security to be purchased by
the Fund. Over-the-counter derivatives are less liquid than exchange-traded
derivatives since the other party to the transaction may be the only investor
with sufficient understanding of the derivative to be interested in bidding for
it.

FUTURES TRANSACTIONS--IN GENERAL. The Fund may enter into futures contracts in
U.S. domestic markets, such as the Chicago Board of Trade and the International
Monetary Market of the Chicago Mercantile Exchange, or on exchanges located
outside the United States, such as the London International Financial Futures
Exchange, the Deutsche Termine Borse and the Sydney Futures Exchange Limited.
Foreign markets may offer advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists and
an investor may look only to the broker for performance of the contract. In
addition, any profits that the Fund might realize in trading could be eliminated
by adverse changes in the exchange rate, or the Fund could incur losses as a
result of those changes. Transactions on foreign exchanges may include both
commodities which are traded on domestic exchanges and those which are not.
Unlike trading on domestic commodity exchanges, trading on foreign commodity
exchanges is not regulated by the Commodity Futures Trading Commission.

Engaging in these transactions involves risk of loss to the Fund which
could adversely affect the value of the Fund's net assets. Although the Fund
intends to purchase or sell futures contracts only if there is an active market
for such contracts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be suspended for specified periods during the trading day.
Futures contract prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses.

<PAGE>

Successful use of futures by the Fund also is subject to the Adviser's
ability to predict correctly movements in the direction of the relevant market
and, to the extent the transaction is entered into for hedging purposes, to
ascertain the appropriate correlation between the transaction being hedged and
the price movements of the futures contract. For example, if the Fund uses
futures to hedge against the possibility of a decline in the market value of
securities held in its portfolio and the prices of such securities instead
increase, the Fund will lose part or all of the benefit of the increased value
of securities which it has hedged because it will have offsetting losses in its
futures positions. Furthermore, if in such circumstances the Fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements. The Fund may have to sell such securities at a time when it may be
disadvantageous to do so.

Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, the Fund may be required to segregate permissible
liquid assets in connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity. The segregation of
such assets will have the effect of limiting the Fund's ability otherwise to
invest those assets.

SPECIFIC FUTURES TRANSACTIONS. The Fund may purchase and sell stock index
futures contracts. A stock index future obligates the Fund to pay or receive an
amount of cash equal to a fixed dollar amount specified in the futures contract
multiplied by the difference between the settlement price of the contract on the
contract's last trading day and the value of the index based on the stock prices
of the securities that comprise it at the opening of trading in such securities
on the next business day.

The Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific currency
at a future date at a specific price.

OPTIONS--IN GENERAL. The Fund may purchase and write (i.e., sell) call or put
options with respect to specific securities. A call option gives the purchaser
of the option the right to buy, and obligates the writer to sell, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date. Conversely, a put option gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
security or securities at the exercise price at any time during the option
period.

A covered call option written by the Fund is a call option with
respect to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written by the
Fund is covered when, among other things, cash or liquid securities having a
value equal to or greater than the exercise price of the option are segregated
to fulfill the obligation undertaken. The principal reason for writing covered
call and put options is to realize, through the receipt of premiums, a greater
return than would be realized on the underlying securities alone. The Fund
receives a premium from writing covered call or put options which it retains
whether or not the option is exercised.

There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any particular
option or at any particular time, and for some options no such secondary market
may exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times have rendered
certain of the clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain types of
orders or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.

SPECIFIC OPTIONS TRANSACTIONS. The Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. Thus, the effectiveness of
purchasing or writing stock index options will depend upon price movements in
the level of the index rather than the price of a particular stock.

The Fund may purchase and sell call and put options on foreign
currency. These options convey the right to buy or sell the underlying currency
at a price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.

Successful use by the Fund of options will be subject to the Adviser's
ability to predict correctly movements in the prices of individual stocks, the
stock market generally, foreign currencies or interest rates. To the extent such
predictions are incorrect, the Fund may incur losses.

SWAP AGREEMENTS. The Fund may enter into swap agreements in an attempt to obtain
a particular return when it is considered desirable to do so, possibly at a
lower cost than if the Fund had invested directly in the asset that yielded the
desired return. Swap agreements are two-party contracts entered into primarily
by institutional investors for periods ranging from a few weeks to more than a
year. In a standard swap transaction, two parties agree to exchange the returns
(or differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an interest
factor. The gross returns to be exchanged or "swapped" between the parties are
generally calculated with respect to a "notional amount," i.e., the return on or
increase in value of a particular dollar amount invested at a particular
interest rate, or in a "basket" of securities representing a particular index.

The Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the exchange by
the Fund with another party of cash flows based upon the performance of an index
or a portion of an index of securities which usually includes dividends. A
cash-settled option on a swap gives the purchaser the right, but not the
obligation, in return for the premium paid, to receive an amount of cash equal
to the value of the underlying swap as of the exercise date. These options
typically are purchased in privately negotiated transactions from financial
institutions, including securities brokerage firms.

FUTURE DEVELOPMENTS. The Fund may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts and
any other derivatives which are not presently contemplated for use by the Fund
or which are not currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's investment objective and
legally permissible for the Fund. Before entering into such transactions or
making any such investment, the Fund will provide appropriate disclosure in its
Prospectus or Statement of Additional Information.

FORWARD COMMITMENTS. The Fund may purchase securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The payment
obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Fund enters into the commitment but the
Fund does not make a payment until it receives delivery from the counterparty.
The Fund will commit to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities before
the settlement date if it is deemed advisable. The Fund will segregate
permissible liquid assets at least equal at all times to the amount of the
Fund's purchase commitments.

Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment or when-issued basis may expose the Fund to
risks because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery takes
place actually may be higher than that obtained in the transaction itself.
Purchasing securities on a forward commitment or when-issued basis when the Fund
is fully or almost fully invested may result in greater potential fluctuation in
the value of the Fund's net assets and its net asset value per share.

LENDING PORTFOLIO SECURITIES. The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. In connection with such loans, the
Fund continues to be entitled to payments in amounts equal to the dividends,
interest or other distributions payable on the loaned securities which affords
the Fund an opportunity to earn interest on the amount of the loan and at the
same time to earn income on the loaned securities' collateral. Loans of
portfolio securities may not exceed 33-1/3% of the value of the Fund's total
assets, and the Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement with
the Fund. In connection with its securities lending transactions, the Fund may
return to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.

FOREIGN CURRENCY TRANSACTIONS. The Fund may enter into foreign
currency transactions for a variety of purposes, including: to fix in U.S.
dollars, between trade and settlement date, the value of a security the Fund has
agreed to buy or sell; to hedge the U.S. dollar value of securities the Fund
already owns, particularly if it expects a decrease in the value of the currency
in which the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.

Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a currency it did not currently own for another currency
at a future date in anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the exchange. The
Fund's success in these transactions will depend principally on the Adviser's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar.

FOREIGN SECURITIES. Foreign securities markets generally are not as
developed or efficient as those in the United States. Securities of some foreign
issuers are less liquid and more volatile than securities of comparable U.S.
issuers. Similarly, volume and liquidity in most foreign securities markets are
less than in the United States and, at times, volatility of price can be greater
than in the United States.

<PAGE>

Because evidences of ownership of foreign securities usually are held
outside the United States, the Fund's investment in such securities will be
subject to additional risks which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions which might adversely affect or restrict
the payment of principal and interest on the foreign securities to investors
located outside the country of the issuer, whether from currency blockage or
otherwise. Moreover, foreign securities held by the Fund may trade on days when
the Fund does not calculate its net asset value and thus affect the Fund's net
asset value on days when investors have no access to the Fund.

Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. Many developing countries providing
investment opportunities for the Fund 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 of these countries.

FIXED-INCOME SECURITIES. The Fund may invest, to a limited extent, in
fixed-income securities, including those rated below investment grade by Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"),
Fitch IBCA, Inc. ("Fitch") or Duff & Phelps Credit Rating Co. ("Duff," and
together with S&P, Moody's and Fitch, the "Rating Agencies"). Even though
interest-bearing securities are investments which promise a stable stream of
income, the prices of such securities generally are inversely affected by
changes in interest rates and, therefore, are subject to the risk of market
price fluctuations. The values of fixed-income securities also may be affected
by changes in the credit rating or financial condition of the issuer. Certain
securities that may be purchased by the Fund, such as those rated Baa or lower
by Moody's and BBB or lower by S&P, Fitch and Duff, may be subject to such risk
with respect to the issuing entity and to greater market fluctuations than
certain lower yielding, higher rated fixed-income securities. Once the rating of
a portfolio security has been changed, the Fund will consider all circumstances
deemed relevant in determining whether to continue to hold the security.

LOWER RATED SECURITIES. The Fund may invest in higher yielding (and,
therefore, higher risk) convertible securities and, to a limited extent, in debt
securities (junk bonds). These securities include those rated below Baa by
Moody's and below BBB by S&P, Fitch and Duff. These securities may be subject to
certain risks and to greater market fluctuations than lower yielding investment
grade securities. These securities are considered by the Rating Agencies to be,
on balance, predominantly speculative as to the payment of principal and
interest and generally involve more credit risk than investment grade
securities. The retail market for these securities may be less liquid than that
of investment grade securities. Adverse market conditions could make it
difficult for the Fund to sell these securities or could result in the Fund
obtaining lower prices for these securities which would adversely affect the
Fund's net asset value. See "Appendix" for a general description of the Rating
Agencies' ratings. Although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market value risk of
these securities. The Fund will rely on the Adviser's judgment, analysis and
experience in evaluating the creditworthiness of an issuer.

Because there is no established retail secondary market for many of
these securities, the Fund may be able to sell such securities only to a limited
number of dealers or institutional investors. To the extent a secondary trading
market for these securities does exist, it generally is not as liquid as the
secondary market for higher rated securities. The lack of a liquid secondary
market may have an adverse impact on market price and yield and the Fund's
ability to dispose of particular issues when necessary to meet the Fund's
liquidity needs or in response to a specific economic event such as a
deterioration in the creditworthiness of the issuer. The lack of a liquid
secondary market for certain securities also may make it more difficult for the
Fund to obtain accurate market quotations for purposes of valuing the Fund's
portfolio and calculating its net asset value. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of these securities. In such cases, judgment may play a
greater role in valuation because less reliable, objective data may be
available.

The Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. The Fund has
no arrangement with any persons concerning the acquisition of such securities,
and the Adviser will review carefully the credit and other characteristics
pertinent to such new issues.

NON-DIVERSIFIED STATUS. The Fund's classification as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the securities of a limited
number of issuers, some of which may be in the same industry, the Fund's
portfolio may be more sensitive to changes in the market value of a single
issuer or industry. However, to meet Federal tax requirements, at the close of
each quarter the Fund may not have more than 25% of its total assets invested in
any one issuer and, with respect to 50% of its total assets, not more than 5% of
its total assets invested in any one issuer. These limitations do not apply to
U.S. Government securities.

SIMULTANEOUS INVESTMENTS. Investment decisions for the Fund are made
independently from those of the other funds advised by the Adviser. If, however,
such other funds desire to invest in, or dispose of, the same securities as the
Fund, available investments or opportunities for sales will be allocated
equitably to each fund. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price paid
or received by the Fund.

INVESTMENT RESTRICTIONS

The Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. In addition, the Fund has adopted
investment restrictions numbered 1 through 7 as fundamental policies. The Fund
has adopted investment restrictions numbered 8 through 10 as non-fundamental
policies, which may be changed by vote of a majority of the Company's Board
members at any time. The Fund may not:

2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

MANAGEMENT OF THE COMPANY

The Company's Board is responsible for the management and supervision
of the Fund. The Board approves all significant agreements with those companies
that furnish services to the Fund. These companies are as follows:

MetaMarkets Investments LLC........................ Investment Adviser
BISYS Fund Services Ohio, Inc. .................... Administrator and Transfer
Agent
BISYS Fund Services Limited Partnership ........... Distributor
Investors Bank & Trust Company .................... Custodian

<PAGE>

NAME, ADDRESS POSITION(S) HELD PRINCIPAL OCCUPATION(S)
AND AGE WITH COMPANY DURING PAST 5 YEARS
- ------------------------- ------------------------------- -------------------

*Donald L. Luskin Board Member, President and Chief Executive
400 Oyster Point Blvd., Suite 414 President and Treasurer Officer of MetaMarkets.com,
South San Francisco, CA 94080 Inc. and the Adviser since
Age: 45 inception in June 1999.
From 1997 to 1998,
Mr. Luskin was Chief Executive
Officer of Barclays Global
Mutual Funds and, from 1996 to
1997, he was Vice Chairman of
Barclays Global Investors
("Barclays"), one of the world's
largest investment management
organizations. From 1987 to
1996, Mr. Luskin served in
various other executive
capacities for Barclays and its
predecessors. Prior thereto, he
served as a director and Senior
Vice President of Jefferies &
Company, Inc. ("Jefferies &
Co."), an investment bank and
registered broker-dealer, where
he created the POSIT crossing
network, currently operated by
the Investment Technology Group.
Formerly, Mr. Luskin was a hedge
fund manager and member of the
Chicago Board Options Exchange
and the Pacific Stock Exchange.
He is the author of the books,
"Index Options and Futures: The
Complete Guide," and editor of
"Portfolio Insurance: A Guide to
Dynamic Hedging."

Tracy G. Herrick Board Member Since 1981, President of
1150 University Avenue Tracy G. Herrick, Inc., an
Palo Alto, CA 94301 economic consulting firm, and
Age: 65 a director of Jefferies & Co.
Mr. Herrick also is a director
of Anderson Capital Management,
Inc., a registered investment
adviser, and of The Committee
For Monetary Research and
Education.

George G. C. Parker Board Member Dean Witter Professor of
Graduate School of Business Finance and Management
Stanford University (Teaching), Associate Dean for
Stanford, CA 94305 Academic Affairs, Director of
Age: 60 the MBA Program and
Co-director of the Financial
Management Program at Stanford
University Graduate School of
Business. Professor Parker also
is a board member of Bailard,
Biehl and Kaiser, Inc., a
registered investment adviser,
Continental Airlines Inc. and
several investment companies in
the Dresdner/RCM Mutual Funds
complex.

Alaina Metz Assistant Secretary An employee of BISYS Fund
3435 Stelzer Road, Services, Inc. and an officer of
Columbus, OH 43219 other investment companies
Age: 29 administered by the Administrator
or its affiliates.
</TABLE>

<S> <C> <C> <C>
Tracy G. Herrick $2,700 -0- $2,700
James E. Mitchell $2,700 -0- $2,700
George G. C. Parker $2,700 -0- $2,700
</TABLE>

<PAGE>

MANAGEMENT ARRANGEMENTS

INVESTMENT ADVISER. MetaMarkets Investments LLC, located at 400 Oyster
Point Blvd., Suite 414, South San Francisco, California 94080, serves as the
Fund's investment adviser. The Adviser is wholly-owned by MetaMarkets.com, Inc.,
a holding company organized under California law in February 1999. Donald L.
Luskin and H. Davis Nadig III each may be deemed a "control person" of the
Adviser as such term is defined in the 1940 Act by virtue of their ownership of
shares of MetaMarkets.com, Inc.

The Adviser provides investment advisory services pursuant to the
Investment Advisory Agreement (the "Agreement") dated July 20, 1999 with the
Company. The Agreement is subject to annual approval by (i) the Company's Board
or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, provided that in either event the continuance
also is approved by a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of the Company or the Adviser, by vote
cast in person at a meeting called for the purpose of voting on such approval.
The Agreement was approved by the Company's sole shareholder on August 6, 1999.
The Agreement is terminable without penalty, on 60 days' notice, by the
Company's Board or by vote of the holders of a majority of the Fund's shares,
or, on not less than 90 days' notice, by the Adviser. The Agreement will
terminate automatically, as to the Fund, in the event of its assignment (as
defined in the 1940 Act).

Under the terms of the Agreement, the Company has agreed to pay the
Adviser a monthly fee at the annual rate set forth below as a percentage of the
Fund's average daily net assets:

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADVISORY FEE
- ------------------ ---------------

on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

From time to time, the Adviser may waive receipt of its fees and/or
voluntarily assume certain expenses of the Fund, which would have the effect of
lowering the overall expense ratio of the Fund and increasing yield to its
investors. The Fund will not pay the Adviser at a later time for any amounts it
may waive, nor will the Fund reimburse the Adviser for any amounts it may
assume.

ADMINISTRATOR. BISYS Fund Services Ohio, Inc., located at 3435 Stelzer
Road, Columbus, Ohio 43219, a wholly-owned subsidiary of The BISYS Group, Inc.,
provides certain administrative services pursuant to the Administration
Agreement (the "Administration Agreement") dated July 20, 1999 with the Company.
Under the Administration Agreement with the Company, the Administrator generally
assists in all aspects of the Fund's operations, other than providing investment
advice, subject to the overall authority of the Company's Board in accordance
with Massachusetts law. In connection therewith, the Administrator provides the
Fund with office facilities, personnel, and certain clerical and bookkeeping
services (e.g., preparation of reports to shareholders and the Securities and
Exchange Commission and filing of Federal, state and local income tax returns)
that are not being furnished by the Fund's custodian. The Administration
Agreement will continue until July 20, 2004 and thereafter is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority (as defined in
the 1940 Act) of the outstanding voting securities of the Fund, provided that in
either event the continuance also is approved by a majority of the Board members
who are not "interested persons" (as defined in the 1940 Act) of the Company or
the Administrator, by vote cast in person at a meeting called for the purpose of
voting such approval. The Administration Agreement was approved by the Company's
Board, including a majority of the Board members who are not "interested
persons" of any party to the Administration Agreement, at a meeting held on July
20, 1999. The Administration Agreement is terminable without penalty, at any
time if for cause, by the Company's Board or by vote of the holders of a
majority of the Fund's outstanding voting securities, or, on not less than 90
days' notice, by the Administrator. The Administration Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).

AVERAGE DAILY NET ANNUAL RATE OF
ASSETS OF THE FUND ADMINISTRATION FEE
- ------------------ -------------------

on the first $500 million .13%
on the next $250 million .10%
on the next $250 million .085%
on assets in excess of $1 billion .075%

DISTRIBUTOR. BISYS Fund Services Limited Partnership, located at 3435
Stelzer Road, Columbus, Ohio 43219, a wholly-owned subsidiary of The BISYS
Group, Inc., acts as the exclusive distributor of the Fund's shares on a best
efforts basis pursuant to a Distribution Agreement (the "Distribution
Agreement") dated July 20, 1999, with the Company. Shares are sold on a
continuous basis by the Distributor as agent, although the Distributor is not
obliged to sell any particular amount of shares.

DISTRIBUTION PLAN. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the 1940 Act provides, among other things, that an
investment company may bear expenses of distributing its shares only pursuant to
a plan adopted in accordance with the Rule. The Company's Board has adopted such
a plan (the "Distribution Plan") pursuant to which the Fund pays the Distributor
for distribution-related services and shareholder servicing at an annual rate of
.25% of the value of the Fund's average daily net assets. Under the Distribution
Plan, the Distributor may make payments to certain financial institutions,
securities dealers and other industry professionals that have entered into
agreements with the Distributor ("Service Organizations") in respect of these
services. The Distributor determines the amounts to be paid to Service
Organizations. Service Organizations receive such fees in respect of the average
daily value of shares owned by their clients. From time to time, the Distributor
may defer or waive receipt of fees under the Distribution Plan while retaining
the ability to be paid by the Fund under the Distribution Plan thereafter. The
fees payable to the Distributor under the Distribution Plan for advertising,
marketing and distributing are payable without regard to actual expenses
incurred. The Company's Board believes that there is a reasonable likelihood
that the Distribution Plan will benefit the Fund and its shareholders.

A quarterly report of the amounts expended under the Distribution
Plan, and the purposes for which such expenditures were incurred, must be made
to the Board members for their review. In addition, the Distribution Plan
provides that it may not be amended to increase materially the costs which
shareholders may bear for distribution pursuant to the Distribution Plan without
shareholder approval and that other material amendments of the Distribution Plan
must be approved by the Company's Board, and by the Board members who are
neither "interested persons" (as defined in the 1940 Act) of the Company nor
have any direct or indirect financial interest in the operation of the
Distribution Plan or in the related Distribution Plan agreements, by vote cast
in person at a meeting called for the purpose of considering such amendments.
The Distribution Plan and related agreements are subject to annual approval by
such vote of the Board members cast in person at a meeting called for the
purpose of voting on the Distribution Plan. As to the Fund, the Distribution
Plan is terminable at any time by vote of a majority of the Board members who
are not "interested persons" and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in the Distribution Plan
agreements or by vote of the holders of a majority of the Fund's outstanding
shares. As to the Fund, a Distribution Plan agreement is terminable without
penalty, at any time, by such vote of the Board members, upon not more than 60
days' written notice to the parties to such agreement or by vote of the holders
of a majority of the Fund's outstanding shares. A Distribution Plan agreement
will terminate automatically, as to the Fund, in the event of its assignment (as
defined in the 1940 Act).

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. BISYS Fund
Services Ohio, Inc. is the Company's transfer and dividend disbursing agent (the
"Transfer Agent"). Under a transfer agency agreement with the Company, the
Transfer Agent arranges for the maintenance of shareholder account records for
the Fund, the handling of certain communications between shareholders and the
Fund and the payment of dividends and distributions payable by the Fund. For
these services, the Transfer Agent receives a monthly fee computed on the basis
of the number of shareholder accounts it maintains for the Fund during the
month, and is reimbursed for certain out-of-pocket expenses.

Investors Bank & Trust Company (the "Custodian") acts as custodian of
the Fund's investments. Under a custodian agreement with the Company, the
Custodian provides for the holding of the Fund's securities and the retention of
all necessary accounts and records. For its custody services, the Custodian
receives a monthly fee based on the market value of the Fund's assets held in
custody and receives certain securities transactions charges.

<PAGE>

EXPENSES. All expenses incurred in the operation of the Company are
borne by the Company, except to the extent specifically assumed by others. The
expenses borne by the Company include: taxes, interest, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Adviser or the Administrator or any of their affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory and administration
fees, charges of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, auditing and legal
expenses, costs of maintaining the Company's existence, costs of independent
pricing services, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of calculating the Fund's
net asset value, costs of shareholders' reports and corporate meetings, costs of
preparing and printing certain prospectuses and statements of additional
information, and any extraordinary expenses. Expenses attributable to the Fund
are charged against the assets of the Fund; other expenses of the Company are
allocated among its funds on the basis determined by the Company's Board
including, without limitation, proportionately in relation to the net assets of
each fund.

PURCHASE AND REDEMPTION OF SHARES

GENERAL PURCHASE INFORMATION. The minimum initial investment for the
Fund is $1,000, and subsequent investments must be at least $250. The minimum
initial investment is $100 for IRAs, and subsequent investments for IRAs must be
at least $50. For full-time or part-time employees of the Adviser or any of its
affiliates, the minimum initial investment is $500, and subsequent investments
must be at least $100. For full-time or part-time employees of the Adviser or
any of its affiliates who elect to have a portion of their pay directly
deposited into their Fund accounts, the minimum initial or subsequent investment
must be at least $50. The Adviser, its affiliates and Service Organizations may
impose initial or subsequent investment minimums which are higher or lower than
those specified above and may impose different minimums for different types of
accounts or purchase arrangements. In addition, purchases of shares made in
connection with certain shareholder privileges may have different minimum
investment requirements. The Company reserves the right to reject any purchase
order in whole or in part, including purchases made with foreign checks and
third party checks not originally made payable to the order of the investor.
Share certificates will not be issued.

REDEMPTION COMMITMENT. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's net
assets at the beginning of such period. Such commitment is irrevocable without
the prior approval of the Securities and Exchange Commission. In the case of
requests for redemption in excess of such amount, the Company's Board reserves
the right to make payments in whole or in part in securities or other assets in
case of an emergency or any time a cash distribution would impair the liquidity
of the Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the Fund is valued. If the
recipient sells such securities, brokerage charges would be incurred.

DETERMINATION OF NET ASSET VALUE

The Fund's securities, including covered call options written by the
Fund, are valued at the last sale price on the securities exchange or national
securities market on which such securities primarily are traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recent bid and
asked prices, except in the case of open short positions where the asked price
is used for valuation purposes. Bid price is used when no asked price is
available. Any assets or liabilities initially expressed in terms of foreign
currency will be translated into dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such translation by
the Federal Reserve Bank of New York or if no such rate is quoted on such date,
at the exchange rate previously quoted by the Federal Reserve Bank of New York
or at such other quoted market exchange rate as may be determined to be
appropriate by the Adviser. Forward currency contracts will be valued at the
current cost of offsetting the contract. Debt securities maturing in 60 days or
less generally are carried at amortized cost, which approximates value, except
where to do so would not reflect accurately their fair value, in which case such
securities would be valued at their fair value as determined under the
supervision of the Company's Board. Any securities or other assets for which
recent market quotations are not readily available are valued at fair value as
determined in good faith by the Company's Board.

SHAREHOLDER SERVICES AND PRIVILEGES

EXCHANGE PRIVILEGE. The Exchange Privilege enables you to purchase, in
exchange for shares of the Fund, shares of another fund. The shares being
exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have a
value of at least the minimum initial investment required for the fund into
which the exchange is being made. The Company also provides access to an
unaffiliated money market fund for investors desiring such an option. Please
call 1-877-638-2658 for details and a prospectus.

The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable gain
or loss.

AUTOMATIC INVESTMENT PLAN. The Automatic Investment Plan permits you
to purchase shares of the Fund (minimum initial investment of $250 and minimum
subsequent investments of $50 per transaction) at regular intervals selected by
you. Provided your bank or other financial institution allows automatic
withdrawals, shares may be purchased by transferring funds from the bank account
designated by you. At your option, the account designated will be debited in the
specified amount, and shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. This service enables you to make regularly
scheduled investments and may provide you with a convenient way to invest for
long-term financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect an investor
against loss in a declining market. To establish an Automatic Investment Plan
account, you must check the appropriate box and supply the necessary information
on the account application. You may cancel your participation in the Automatic
Investment Plan or change the amount of purchase at any time by accessing the
Company's Web site at http://www.MetaMarkets.com and following the relevant
instructions, and your cancellation will be effective three business days
following receipt. The Company may modify or terminate the Automatic Investment
Plan at any time or charge a service fee. No such fee currently is contemplated.

DIRECTED DISTRIBUTION PLAN. The Directed Distribution Plan enables you
to invest automatically dividends and capital gain distributions, if any, paid
by the Fund in shares of another fund advised by the Adviser of which you are a
shareholder. Shares of the other fund will be purchased at the then-current net
asset value. Minimum subsequent investments do not apply. Investors desiring to
participate in the Directed Distribution Plan should check the appropriate box
and supply the necessary information on the account application. The Plan is
available only for existing accounts and may not be used to open new accounts.
The Company may modify or terminate the Directed Distribution Plan at any time
or charge a service fee. No such fee currently is contemplated.

PERFORMANCE INFORMATION

Total return is calculated by subtracting the amount of the Fund's net
asset value per share at the beginning of a stated period from the net asset
value per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period), and dividing the
result by the net asset value per share at the beginning of the period.

From time to time, advertising materials for the Fund may refer to or
discuss current or past business, political, economic or financial conditions,
such as U.S. monetary or fiscal policies and actual or proposed tax legislation.
In addition, from time to time, advertising materials for the Fund may include
information concerning retirement and investing for retirement, average life
expectancy and pension and social security benefits. Comparative performance
information may be used from time to time in advertising or marketing the Fund's
shares, including data from Lipper Analytical Services, Inc., Morningstar, Inc.,
S&P 500 Index, Russell 2000 Index, EAFE Index, the Dow Jones Industrial Average,
CDA/Wiesenberger Investment Companies Service, Mutual Fund Values; Mutual Fund
Forecaster, Mutual Fund Investing and other industry publications.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"), if such
qualification is in the best interests of its shareholders. To qualify as a
regulated investment company, the Fund must pay out to its shareholders at least
90% of its net income (consisting of net investment income and net short-term
capital gain), and must meet certain asset diversification and other
requirements. Qualification as a regulated investment company relieves the Fund
from any liability for Federal income taxes to the extent its earnings are
distributed in accordance with the applicable provisions of the Code. If the
Fund did not qualify as a regulated investment company, it would be treated for
tax purposes as an ordinary corporation subject to Federal income tax. The term
"regulated investment company" does not imply the supervision of management or
investment practices or policies by any government agency.

In general, depending upon the composition of the Fund's income, all
or a portion of the dividends paid by the Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholders ("dividends received deduction") to the extent the Fund's
income consists of dividends paid by U.S. corporations. However, Section 246(c)
of the Code generally provides that if a qualifying corporate shareholder has
disposed of Fund shares held for less than 46 days, which 46 days generally must
be during the 90-day period commencing 45 days before the shares become
ex-dividend, and has received a dividend from net investment income with respect
to such shares, the portion designated by the Fund as qualifying for the
dividends received deduction will not be eligible for such shareholder's
dividends received deduction. In addition, the Code provides other limitations
with respect to the ability of a qualifying corporate shareholder to claim the
dividends received deduction in connection with holding Fund shares.

Offsetting positions held by the Fund involving financial futures and
options may constitute "straddles." Straddles are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of straddles
is governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, override or modify the provisions of Sections 988 and 1256 of the
Code. If the Fund was treated as entering into straddles by reason of its
futures or options transactions, such straddles could be characterized as "mixed
straddles" if the futures or options transactions comprising such straddles were
governed by Section 1256. The Fund may make one or more elections with respect
to "mixed straddles." Depending upon which election is made, if any, the results
to the Fund may differ. If no election is made, to the extent the straddle rules
apply to positions established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in any offsetting positions. Moreover,
as a result of the straddle rules, short-term capital loss on straddle positions
may be recharacterized as long-term capital loss, and long-term capital gain on
straddle positions may be treated as short-term capital gain or ordinary income.

The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures, forward, or offsetting notional principal contract (collectively, a
"Contract") respecting the same or substantially identical property or (2) holds
an appreciated financial position that is a Contract and then acquires property
that is the same as or substantially identical to the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.

Investment by the Fund in securities issued or acquired at a discount,
or providing for deferred interest or for payment of interest in the form of
additional obligations could under special tax rules affect the amount, timing
and character of distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments. For example, the Fund could be
required to accrue a portion of the discount (or deemed discount) at which the
securities were issued each year and to distribute such income in order to
maintain its qualifica tion as a regulated investment company. In such case, the
Fund may have to dispose of securities which it might otherwise have continued
to hold in order to generate cash to satisfy these distribution requirements.

PORTFOLIO TRANSACTIONS

The Adviser is responsible for the selection of brokers to effect
securities transactions and the negotiation of brokerage commissions, if any.
Purchases and sale of securities on a securities exchange are effected through
brokers who charge a negotiated commission for their services. Transactions are
allocated to various dealers by the Fund's investment personnel in their best
judgment. The primary consideration is prompt and effective execution of orders
at the most favorable price. Subject to that primary consideration, dealers may
be selected to act on an agency basis for research, statistical or other
services to enable the Adviser to supplement its own research and analysis with
the views and information of other securities firms. The allocation of brokerage
transactions also may take into account a broker's sales of Fund shares.

To the extent research services are furnished by brokers through which
the Fund effects securities transactions, the Adviser may use such information
in advising other funds or accounts it advises and, conversely, to the extent
research services are furnished to the Adviser by brokers in connection with
other funds or accounts the Adviser advises, the Adviser also may use such
information in advising the Fund. Although it is not possible to place a dollar
value on these services, if they are provided, it is the opinion of the Adviser
that the receipt and study of any such services should not reduce the overall
expenses of its research department.

The overall reasonableness of brokerage commissions paid is evaluated
by the Adviser based upon its knowledge of available information as to the
general level of commissions paid by other institutional investors for
comparable services. The Fund may pay commission rates in excess of those
another broker or dealer would have charged for effecting the same transaction,
if the Adviser determines in good faith that the commission paid is reasonable
in relation to the value of the brokerage and research services provided.

When transactions are executed in the over-the-counter market, the
Adviser will deal with the primary market makers unless a more favorable price
or execution otherwise is obtainable.

INFORMATION ABOUT THE COMPANY AND THE FUND

Each share has one vote and shareholders will vote in the aggregate,
except as otherwise required by law. Each share, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Shares have no preemptive, conversion or subscription rights and are freely
transferable.

The Fund will post its annual and semi-annual financial statements on
the MetaMarkets.com Web site and e-mail notice of such postings to all its
shareholders.

COUNSEL AND INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP, 333 Market Street, San Francisco,
California 94105-2119, independent accountants, have been selected as the Fund's
independent auditors.

<PAGE>

APPENDIX

Description of S&P, Moody's, Fitch and Duff ratings:

S&P

BOND RATINGS

AAA

Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay
principal an from the highest rated issues only in small degree.

BBB

CCC

The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

COMMERCIAL PAPER RATING

A-1

A-2

Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.

Issues carrying this designation are regarded as having only
speculative capacity for timely payment.

This designation is assigned to short-term obligations with doubtful
capacity for payment.

Issues carrying this designation are in default, and payment of
interest and/or repayment of principal is in arrears.

Moody's

BOND RATINGS

Aaa

Baa

Caa

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 present 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.

COMMERCIAL PAPER RATING

Issuers (or related supporting institutions) rated Not Prime do not
fall within any of the Prime rating categories.

Fitch

BOND RATING

AAA

BBB

CCC

Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

Bonds rated CC are minimally protected. Default in payment of interest
and/or principal seems probable over time.

Bonds rated C are in imminent default in payment of interest or
principal.

DDD, DD and D

SHORT-TERM RATINGS

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.

F-3

F-S

Default. Issues assigned this rating are in actual or imminent payment
default.

Duff

BOND RATINGS

AAA

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

Bonds rated AA are considered high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

Bonds rated A have protection factors which are average but adequate.
However, factors are more variable and greater in periods of economic stress.

BBB

CCC

Defaulted debt obligations. Issuer has failed to meet scheduled
principal and/or interest payments.

Plus (+) and minus (-) signs are used with a rating symbol (except
AAA) to indicate the relative position of a credit within the rating category.

COMMERCIAL PAPER RATING

<PAGE>

FINANCIAL STATEMENT AND REPORT OF INDEPENDENT AUDITORS

METAMARKETS.COM FUNDS

STATEMENT OF ASSETS AND LIABILITIES
August 6, 1999

OPENFUND

ASSETS
Cash................................... $100,000
========

LIABILITIES AND CAPITAL: 0

NET ASSETS applicable to the shares of
beneficial interest ($.001 par value)
issued and outstanding (unlimited number
of shares authorized)..................... $100,000
========

SHARES OUTSTANDING......................... 8,000
-------

NET ASSET VALUE AND REDEMPTION PRICE
PER SHARE.............................. $12.50
========

NOTE 1 - MetaMarkets.com Funds (the "Company") is organized as a Massachusetts
business trust and has had no operations as of the date hereof other than
matters relating to its organization and registration as an open-end investment
company under the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, and the sale and issuance of 8,000 shares of beneficial
interest of the above-named series of the Company (the "Fund") to MetaMarkets
Investments LLC (the "Adviser").

Pursuant to an investment advisory agreement with the Adviser, the Fund pays a
monthly investment advisory fee based on the value of the average daily net
assets of the Fund as follows:

AVERAGE DAILY NET ASSETS ANNUAL RATE
OF THE FUND OF ADVISORY FEE

on the first $250 million 1.00%
on the next $500 million .75%
on assets in excess of $750 million .50%

Expenses related to the organization of the Company have been borne by the
Adviser.

NOTE 2 - The Fund intends to qualify as a "regulated investment company" and as
such (and by complying with the applicable provisions of the Internal Revenue
Code of 1986, as amended) will not be subject to Federal income tax on taxable
income (including realized capital gain) that is distributed to shareholders.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Trustees
of MetaMarkets.com Funds

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of the OpenFund
(hereinafter referred to as the "Fund"), a series of MetaMarkets.com Funds, at
August 6, 1999, in conformity with generally accepted accounting principles.
This financial statement is the responsibility of the Fund's management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this financial statement in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis, the
evidence supporting the amounts and disclosures in the financial statement,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

San Francisco, California
August 9, 1999

<PAGE>

PART C. OTHER INFORMATION

Item 23.

(a) Amended and Restated Agreement and Declaration of Trust.*

(b) Bylaws.*

(d)(1) Investment Advisory Agreement.*

(2) Administration Agreement.*

(e)(1) Distribution Agreement.*

(2) Distribution and Servicing Plan Agreement.*

(g) Custodian Agreement.*

(i) Opinion and Consent of Registrant's Counsel.*

(j) Consent of Independent Auditors.*

(m) Distribution and Servicing Plan Pursuant to Rule 12b-1.*

Other: Notification of Election on Form N-18F-1.*
Power of Attorney.*

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

* Previously filed.

Item 24. Persons Controlled By or Under Common Control with Registrant

Not applicable.

Item 25. Indemnification

Reference is made to Article EIGHTH of the Registrant's Amended and
Restated Agreement and Declaration of Trust previously filed as Exhibit (a). The
application of these provisions is limited by Article 10 of the Registrant's
By-Laws filed as Exhibit (b) to Pre-Effective Amendment No. 2 of Registrant's
Registration Statement on Form N-1A and by the following undertaking set forth
in the rules promulgated by the Securities and Exchange Commission:

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

Reference is also made to the Distribution Agreement filed as
Exhibit (e) hereto.

Item 26. Business and Other Connections of Investment Adviser

Registrant is fulfilling the requirement of this Item 26(a) to provide
a list of the officers and directors of MetaMarkets Investments LLC, the Fund's
investment adviser, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
MetaMarkets Investments LLC or those of its officers and directors during the
past two years, by incorporating by reference the information contained in the
Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by
MetaMarkets Investments LLC (SEC File No. 801-56655).

Item 27. Principal Underwriters

(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:

American Performance Funds
AmSouth Mutual Funds
The ARCH Fund, Inc.
The BB&T Mutual Funds Group
The Coventry Group
The Empire Builder Tax Free Bond Fund
ESC Strategic Funds, Inc.
The Eureka Funds
Fountain Square Funds
Hirtle Callaghan Trust
HSBC Family of Funds
The Infinity Mutual Funds, Inc.
INTRUST Funds Trust
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D.&T. Funds
Pacific Capital Funds
Parkstone Group of Funds
The Parkstone Advantage Fund
Pegasus Funds
The Republic Funds Trust
The Republic Advisors Funds Trust
The Riverfront Funds, Inc.
SBSF Funds, Inc. dba Key Mutual Funds
Sefton Funds
Summit Investment Trust
Variable Insurance Funds
The Victory Portfolios
The Victory Variable Funds
Vintage Mutual Funds, Inc.

(b) The information required by this Item 27(b) regarding each director
or officer of BISYS Fund Services Limited Partnership is incorporated by
reference to Schedule A of Form BD filed pursuant to the Securities Exchange Act
of 1934 (SEC File No. 8-32480).

Item 28. Location of Accounts and Records

1. Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02117-9130

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

3. MetaMarkets Investments LLC
400 Oyster Point Blvd., Suite 414
South San Francisco, CA 94080

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

None

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, and State of California, on the
24th day of August, 1999.

METAMARKETS.COM FUNDS
(Registrant)

By: /s/ Donald L. Luskin
--------------------------------
DONALD L. LUSKIN, PRESIDENT

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.

/s/ Donald L. Luskin President and Treasurer August 24, 1999
- --------------------------- (Principal Executive
DONALD L. LUSKIN Officer and Chief Financial
and Accounting Officer)
and Board Member

/s/ Tracey G. Herrick* Board Member August 24, 1999
- ---------------------------
TRACEY G. HERRICK

/s/ James E. Mitchell* Board Member August 24, 1999
- ---------------------------
JAMES E. MITCHELL

/s/ George G.C. Parker* Board Member August 24, 1999
- --------------------------
GEORGE G.C. PARKER

*By: /s/ Donald L. Luskin
--------------------------
Donald L. Luskin,
as attorney-in-fact