METAMARKETS COM FUNDS, N-1A, 1999-05-21

METAMARKETS COM FUNDS
N-1A, 1999-05-21

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [_]

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)

325M Sharon Park Drive, #325
Menlo Park, CA 94025 94025
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (650) 429-2112

Donald L. Luskin
325M Sharon Park Drive, #325
Menlo Park, CA 94025
(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 NEW ECONOMY FUND

o AGGRESSIVE GROWTH FUND

o COMMUNICATIONS TECHNOLOGY FUND

o MEDIA TECHNOLOGY FUND

ADVISED BY
METAMARKETS ADVISORS, INC.

AS WITH ALL MUTUAL FUNDS, 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 - OBJECTIVES,
RISK/RETURN AND EXPENSES

ADDITIONAL INVESTMENT STRATEGIES AND RISKS

FUND MANAGEMENT

SHAREHOLDER INFORMATION

BACK COVER

<PAGE>

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 primarily 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
political 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 are
delivered and services are provided in the
economy. The Funds' investments may range from
small companies developing new technologies or
practicing innovative methods of consumer services
to large blue chip companies with established
track records of developing and marketing these
advances. The Funds may sell short securities of
companies that the investment adviser believes
will underperform amidst the challenges of the New
Economy.

Much is being written about the New Economy. Click
here, if you want to find out where you can read
more about it.

<PAGE>

DESCRIPTION OF THE FUNDS--OBJECTIVES, RISK/RETURN AND EXPENSES

NEW ECONOMY FUND

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

PRINCIPAL INVESTMENT The Fund invests primarily 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 looks to invest in companies 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, as well as the
consumer marketing, media, entertainment and
financial services sectors.

PRINCIPAL INVESTMENT Stocks and other equity securities fluctuate in
RISKS price, often based on 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 may invest in companies in the technology
sector and 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.

<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 New Economy 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)
Fee .25%
- ------------------------------------------
Other Expenses .25%
- ------------------------------------------
Total Annual Fund
Operating Expenses1 1.50%
- ------------------------------------------

- ----------------------
1 Other expenses are based on estimated amounts for the current fiscal year.
The expenses noted above do not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Any fee waiver or expense
reimbursement arrangement is voluntary and may be discontinued at any time.

EXPENSE EXAMPLE

Use the example at right to help NEW ECONOMY FUND 1 3
you compare the cost of investing Year Years
in the Fund with the cost of
investing 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 no changes in the Fund's
operating expenses
o reinvestment of all dividends
and distributions

Because actual returns and
operating expenses will be
different, this example is for
comparison only.

<PAGE>

DESCRIPTION OF THE FUNDS--OBJECTIVES, RISK/RETURN AND EXPENSES

AGGRESSIVE GROWTH FUND

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

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

The Fund looks to invest in companies 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.

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

<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 Aggressive Growth 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
(fee paid from Fund assets)
- ---------------------------------------------
Management Fee 1.00%
- ---------------------------------------------
Distribution (12b-1) Fee .25%
- ---------------------------------------------
Other Expenses .25%
- ---------------------------------------------
Total Annual Fund
Operating Expenses1 1.50%
- ---------------------------------------------

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

1 Other expenses are based on estimated amounts for the current fiscal year.
The expenses notes above do not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Any fee waiver or expense
reimbursement arrangement is voluntary and may be discontinued at any time.

EXPENSE EXAMPLE

Use the example at right to help AGGRESSIVE GROWTH FUND 1 3
you compare the cost of investing Year Years
in the Fund with the cost of
investing 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 no changes in the Fund's
operating expenses
o reinvestment of all dividends
and distributions

Because actual returns and
operating expenses will be
different, this example is for
comparison only.

<PAGE>

DESCRIPTION OF THE FUNDS--OBJECTIVES, RISK/RETURN AND EXPENSES

COMMUNICATIONS TECHNOLOGY FUND

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

PRINCIPAL INVESTMENT The Fund invests primarily 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.

The Fund will invest in companies that develop,
manufacture or sell communications and networking
services or equipment, or that provide Internet
and media services to such companies.

Because the Fund's investments are concentrated in
the telecommunications and technology 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.

<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.

Annual Fund Operating Expenses
(fees paid from Fund assets)
- ---------------------------------------------
Management Fee 1.00%
- ---------------------------------------------
Distribution (12b-1) Fee .25%
- ---------------------------------------------
Other Expenses .25%
- ---------------------------------------------
Total Annual Fund
Operating Expenses1 1.50%
- ---------------------------------------------

- --------------------
1 Other expenses are based on estimated amounts for the current fiscal year.
The expenses noted above do not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Any fee waiver or expense
reimbursement arrangement is voluntary and may be discontinued at any time.

EXPENSE EXAMPLE

Use the example at right to help COMMUNICATIONS 1 3
you compare the cost of investing TECHNOLOGY FUND Year Years
in the Fund with the cost of
investing 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 no changes in the Fund's
operating expenses
o reinvestment of all dividends
and distributions

Because actual returns and
operating expenses will be
different, this example is for
comparison only.

<PAGE>

DESCRIPTION OF THE FUNDS--OBJECTIVES, RISK/RETURN AND EXPENSES

MEDIA TECHNOLOGY FUND

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

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

The Fund will invest in companies that develop,
produce, sell or distribute goods or services used
in the media and entertainment industries, such as
Internet, retailing, financial services,
advertising, broadcasting, film, publishing, cable
television and video, and cellular communications
companies.

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.

<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.

- ----------------------
1 Other expenses are based on estimated amounts for the current fiscal year.
The expenses noted above do not reflect any fee waivers or expense
reimbursement arrangements may be in effect. Any fee waiver or expense
reimbursement arrangement is voluntary and may be discontinued at any time.

EXPENSE EXAMPLE

Use the example at right to help MEDIA TECHNOLOGY FUND 1 3
you compare the cost of investing Year Years
in the Fund with the cost of
investing 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 no changes in the Fund's
operating expenses
o reinvestment of all dividends and
distributions

Because actual returns and
operating expenses will be
different, this example is for
comparison only.

<PAGE>

ADDITIONAL INVESTMENT STRATEGIES AND RISKS

APPLICABLE TO ALL FUNDS:

While the Funds typically invest primarily in common stocks, the equity
securities in which they may invest also include convertible securities,
preferred stocks and warrants. 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. Preferred
stock has preference over common stock in the payment of dividends and the
liquidation of assets, but ordinarily does not carry voting rights. Warrants are
instruments issued by a corporation which give the holder the right to subscribe
to a specific amount of the corporation's capital stock at a set price for a
specified period of time.

Although the Funds will invest principally in securities of U.S. issuers, each
Fund may invest up to 20% of its total assets in securities of foreign issuers.
The Funds also may invest in depositary receipts, such as ADRs. 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.

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.

Under adverse market conditions, each Fund may invest some or all of its assets
in money market instruments. Although the Fund would do this to avoid losses, it
could reduce the benefit from any upswing in the market. During these periods,
the Fund may not achieve its investment objective.

Each Fund may invest some assets in derivative securities, such as options and
futures and 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. In addition, derivatives can be
illiquid and highly sensitive to changes in their underlying security, interest
rate or index, and as a result can be highly volatile. A small investment in
certain derivatives could have a potentially large impact on the Fund's
performance.

Each Fund may borrow money from banks, brokers or dealers for investment
purposes. Borrowing for investment purposes, which is known as "leverage," is a
speculative investment technique and involves certain risks. Leveraging
exaggerates the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed for leveraging is limited
to 33-1/3% of the value of the Fund's total assets. 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.

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,
or non-hedging purposes, such as to take advantage of an anticipated decline in
the price of a security. In these transactions, the Fund sells 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. The price at that time 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.

Each Fund may lend its portfolio securities to brokers, dealers and other
financial institutions, which could subject the Fund to risk of loss if the
institution breaches it agreement with the Fund. In connection with such loans,
the Fund will receive collateral consisting of cash or U.S. Government
securities which will be maintained at all times in an amount equal to 100% of
the current market value of the loaned securities.

<PAGE>

Because demand trends and themes in the New Economy can change rapidly, the
Funds' performance could suffer if the investment adviser is slow to respond to
such changes.

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.

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.

FUND MANAGEMENT

INVESTMENT ADVISER

MetaMarkets Advisors, Inc., located at [address] 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. The
personnel of the investment adviser, however, have substantial experience in
managing investment companies, separately managed accounts and private
investment funds. The 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. 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%

PRIMARY PORTFOLIO MANAGERS

The primary portfolio managers for each Fund are Donald L. Luskin and H. Davis
Nadig.

From 1997 to 1998, Mr. Luskin was Chief Executive of Barclays Global Mutual
Funds. From 1990 to 1997, Mr. Luskin was Vice Chairman of Barclay's Global
Investors (formerly Wells Fargo Nikko Investment Advisors), one of the world's
largest institutional investment managers. He was Executive Vice President from
1989 to 1990, and Senior Vice President from 1987 to 1989, of Wells Fargo
Investment Advisors.

From 1994 to 1998, Mr. Nadig was Managing Director and Chief Strategy Officer of
Barclay's Global Mutual Funds and Barclay's Global Investors. From 1992 to 1994,
he was a Founding Partner of and Senior Consultant to Cerulli Associates, a
strategic consulting firm for the marketing and distribution of financial
service products.

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.

Your order for purchase, sale or exchange of shares is priced at the next NAV
calculated after the Fund receives your order in proper 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 which may be determined by one or more pricing services approved by the
Fund's 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.

HOW TO BUY AND SELL SHARES

GENERAL

MetaMarkets.com Funds are designed specifically for on-line investors. To become
a Fund shareholder, you will need to open an account and consent to receive all
information about the Funds electronically. If, for any reason, you revoke your
consent, the Fund will require you to redeem all of your positions in the Funds.
Investors required to redeem their shares under these circumstances may
experience adverse tax consequences.

You can access the Funds at the MetaMarkets.com Website 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 Website.

<PAGE>

MetaMarkets.com Funds may deliver paper-based shareholder information in certain
circumstances at no extra cost to the investor. Shareholder information includes
prospectuses, financial reports, confirmations and statements.

PURCHASING AND ADDING TO YOUR SHARES

MINIMUM INVESTMENT
--------------------------------
ACCOUNT TYPE INITIAL SUBSEQUENT

Regular
(non-retirement) $_____ $_____
Retirement (IRA) $_____ $_____
Automatic
Investment Plan $_____ $_____

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 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.

o VERIFYING TELEPHONE REDEMPTIONS
MetaMarket.com Funds make every effort 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
transfer agent is satisfied that the check has cleared (which may require up to
15 business days). You can avoid this delay by purchasing shares with a
certified check.

o REFUSAL OF REDEMPTION REQUEST
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 or
____________________. No transaction fees are charged for exchanges.

You must 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 15
days or more. The Funds may reject an exchange request from a shareholder who
has made more than ____ exchanges between investment portfolios offered by Fund
management in a year, or more than _____ 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

All dividends and distributions will be automatically reinvested in Fund shares
unless you request otherwise. 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.

<PAGE>

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.

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 its
operations and investment policies. It is incorporated by reference and is
legally considered a part of this Prospectus.

- -------------------------------------------------------------------------------
YOU CAN GET FREE COPIES OF REPORTS AND 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
E-MAIL:________________
INTERNET: HTTP://WWW.METAMARKETS.COM
TELEPHONE: 1-800-___-___
- -------------------------------------------------------------------------------

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 Website at http://www.sec.gov.

Investment Company Act file no. 811-_____.

<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 Website, and follow the
instructions.
2. Make check, bank draft or money order payable to "MetaMarkets.com Funds."
3. Mail your payment [and a copy of the
completed account application] to: MetaMarkets.com Funds
[address]

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
[address]

or, for Overnight Service, send it to:

MetaMarkets.com Funds
[address]

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 1-800-___-____. Your account can generally be set up for
electronic purchases within 15 days.

Call 1-800-___-____ 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 1-800-___-____. Follow the
instructions below after receiving your confirmation number.

Instruct your bank to wire transfer your investment to:
[Name of Bank]
Routing Number: ABA #__________
DDA#__________
Include:
Your name
Your confirmation number
After instructing your bank to wire the funds, call 1-800-___-____ 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 1-800-___-____ with instructions as to how
(UNLESS YOU HAVE DECLINED you wish to receive your funds (mail, wire,
TELEPHONE SALES electronic transfer).
PRIVILEGES)

<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 8 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

New Economy Fund
Aggressive Growth Fund
Communications Technology Fund
Media Technology Fund

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
New Economy Fund, Aggressive Growth Fund, Communications Technology Fund and
Media Technology Fund (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 Website at http://www.MetaMarkets.com, click on the Fund Prospectus
icon and follow the instructions, or call 1-800-___-____. Only investors who
consent to receive all information about the Funds electronically may invest in
the Funds.

TABLE OF CONTENTS PAGE

Description of the Company and the Funds..................................B-2
Management of the Company................................................B-15
Management Arrangements..................................................B-16
Purchase and Redemption of Shares........................................B-19
Determination of Net Asset Value.........................................B-20
Shareholder Services and Privileges......................................B-20
Performance Information..................................................B-22
Dividends, Distribution and Taxes........................................B-22
Portfolio Transactions...................................................B-24
Information About the Company and the Funds..............................B-25
Counsel and Independent Auditors.........................................B-26
Appendix ................................................................B-27
Financial Statement and Report of Independent Auditors...................B-36

<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 Advisors, Inc. (the "Adviser") serves as each Fund's
investment adviser.

___________________________ (the "Administrator") serves as each
Fund's administrator.

___________________________ (the "Distributor") serves as each Fund's
distributor.

CERTAIN PORTFOLIO SECURITIES

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

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.

CONVERTIBLE SECURITIES. (All Funds) 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.

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.

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.

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 Manager 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.

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.

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. Each Fund may invest up to 5% of its net assets in warrants, except that
this limitation does not apply to warrants purchased by the Fund that are sold
in units with, or attached to, other securities.

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) When the Adviser determines that
adverse market conditions exist, a Fund may adopt a temporary defensive position
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

In addition to the principal investment strategies discussed in the
Funds' Prospectus, the Funds also may engage in the investment techniques
described below.

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.

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. 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.

INVESTMENT CONSIDERATIONS AND RISKS

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 investing 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, to a limited
extent, in higher yielding (and, therefore, higher risk) debt securities. These
securities include those rated below Baa by Moody's and below BBB by S&P, Fitch
and Duff. These securities are commonly known as junk bonds and 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.

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. For purposes of this Investment
Restriction, the technology, communications and media sectors in general are not
considered industries.

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.

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:

MetaMarket Advisors, Inc.................... Investment Adviser
_____________________________............... Distributor
_____________________________.............. Administrator and Transfer Agent
_____________________________.............. 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
- ----------------------- -------------------- -------------------

[To Come]

For so long as the Distribution Plan described in the section
captioned "Management Arrangements--Distribution Plan" remains in effect, the
Board members who are not "interested persons" of the Company, as defined in the
1940 Act, will be selected and nominated by the Board members who are not
"interested persons" of the Company.

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 December 31,
1999 is as follows:

Aggregate
Name of Board Compensation from
Member Company

[To Come]

MANAGEMENT ARRANGEMENTS

INVESTMENT ADVISER. MetaMarkets Advisors, Inc. serves as each Fund's
investment adviser. The Adviser is a [DESCRIPTION TO BE PROVIDED].

The Adviser provides investment advisory services pursuant to the
Investment Advisory Agreement (the "Agreement") dated ____________, 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
___________, 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. ____________________, provides certain administrative
services pursuant to the Administration Agreement (the "Administration
Agreement") dated ________, 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 ___________, 200__ 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 ________, 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
of ___% of the value of each Fund's average daily net assets.

DISTRIBUTOR. ________________________, acts as the exclusive
distributor of each Fund's shares on a best efforts basis pursuant to a
Distribution Agreement (the "Distribution Agreement") dated __________, 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. The Distribution Plan was approved
by the Company's sole shareholder on ________, 1999. 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.
______________(the "Transfer Agent"), located at ______________, is the
Company's transfer and dividend disbursing 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.

_____________________ (the "Custodian") acts as custodian of the
investments of each Fund. Under a custody 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 $_____, and subsequent investments must be at least $___. The minimum
initial investment is $___ for IRAs, and subsequent investments for IRAs must be
at least $__. For full-time or part-time employees of the Adviser or any of its
affiliates, the minimum initial investment is $___, and subsequent investments
must be at least $__. 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 $__. 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 $____ 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.

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.

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 $_____ and minimum
subsequent investments of $___ 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 Website 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, the Code provides that 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.

Depending upon the composition of a Fund's income, the entire amount
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"). In general, dividend
income from a Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent that 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 send annual and semi-annual financial statements 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.

_________________________________________, independent auditors, have
been selected as each Fund's 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, LIABILITIES AND CAPITAL
______________, 1999

<TABLE>
Communications Media
New Economy Aggressive Technology Technology
FUND GROWTH FUND FUND FUND

ASSETS
<S> <C> <C> <C> <C>
Cash................................... $ $ $ $
============= ============= ============= ============

LIABILITIES AND CAPITAL:

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

SHARES OUTSTANDING.........................

NET ASSET VALUE
PER SHARE.............................. $ $ $ $
============= ============= ============= =============
</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 __________ shares of
beneficial interest of each of the above-named series of the Company (each, a
"Fund") to ____________.

Pursuant to an investment advisory agreement with MetaMarkets Advisors, Inc.
(the "Adviser"), the investment advisory fee is computed at an annual rate based
on the value of the average daily net assets of each Fund and is payable
monthly. 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 AUDITORS

[TO COME]
<PAGE>
PART C. OTHER INFORMATION

Item 23.

(a) Agreement and Declaration of Trust.*

(b) Bylaws.*

(d)(1) Investment Advisory Agreement.*

(2) Administration Agreement.*

(e) Distribution Agreement.*

(g) Custody Agreement.*

(i) Opinion and consent of Registrant's counsel.*

(j) Consent of Independent Auditors.*

(m) Plan of Distribution pursuant to Rule 12b-1.*

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

* To be filed by amendment.

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

Not applicable.

Item 25. Indemnification

To be filed by amendment.

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 Advisors, Inc., 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 Advisors, Inc. 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 Advisors, Inc. (SEC File No. 801-_____ ).

Item 27. Principal Underwriters

(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor: To be filed by amendment.

(b) To be filed by amendment.

Item 28. Location of Accounts and Records

To be filed by amendment.

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 New York, and State of New York, on the 21st day of
May, 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
- --------------------------- (Principal Executive
DONALD L. LUSKIN Officer and Chief Financial
and Accounting Officer)