TRUST FOR INVESTMENT MANAGERS
485APOS, 2000-02-18
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     As filed with the Securities and Exchange Commission February 18, 2000
                                               Securities Act File No. 333-80993
                                        Investment Company Act File No. 811-9393
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                   FORM N-1A
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]
                         Pre-Effective Amendment No. __

                         Post Effective Amendment No. 3                      [X]
                                     and/or

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

                                 Amendment No. 6                             [X]

                        (Check appropriate box or boxes)

                          TRUST FOR INVESTMENT MANAGERS
               (Exact Name of Registrant as Specified in Charter)

                              2020 E. Financial Way
                                    Suite 100
                               Glendora, CA 91741
          (Address of Principal Executive Offices, including Zip Code)

                                 (626) 852-1033
               (Registrant's Telephone Number, including Area Code)


                               Julie Allecta, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                              345 California Street
                             San Francisco, CA 94104
                     (Name and Address of Agent for Service)

                                   ----------

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

     [ ] Immediately upon filing pursuant to paragraph (b)
     [ ] On pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] On _________________ pursuant to paragraph (a)(1)
     [X] 75 days after filing pursuant to paragraph (a)(2)
     [ ] On ___________ pursuant to paragraph (a)(2) of Rule 485

================================================================================
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY ANY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.


           PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2000


FIRST INTERNET FUND
A SERIES OF TRUST FOR INVESTMENT MANAGERS


     The First Internet Fund seeks  long-term  growth of capital.  The Fund will
pursue this  objective by investing  primarily in the common stocks of companies
principally engaged in the Internet sector.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



               The date of this Prospectus is _____________, 2000
<PAGE>
                                TABLE OF CONTENTS

Investment Goal, Principal Strategies and Risks............................    3
Performance Information ...................................................    5
Fees and Expenses .........................................................    5
Investment Advisor ........................................................    6
Shareholder Information ...................................................    7
Pricing of Fund Shares ....................................................   10
Dividends and Distributions ...............................................   11
Tax Consequences ..........................................................   11
Rule 12b-1 Fees ...........................................................   11

                                        2
<PAGE>
                 INVESTMENT GOAL, PRINCIPAL STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT GOAL?

The Fund seeks long-term growth of capital.

Of course,  there can be no guarantee  that the Fund will achieve its investment
objective.  This  investment  objective  may be changed  only by approval of the
Fund's shareholders. You will be notified of any other changes that are material
and, if such changes are made, you should  consider  whether the Fund remains an
appropriate investment for you.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The  Fund  primarily  invests  in  the  common  stocks  of  companies  that  are
principally engaged in the Internet sector. Under normal market conditions,  the
Fund  will  invest at least 65% of its  total  assets  in the  common  stocks of
companies  that  facilitate the use of the Internet and the growth of electronic
commerce over the Internet.  Companies that are considered  part of the Internet
sector generally include those that provide services or products that facilitate
the use of the Internet.  This  includes  companies  that provide  access to the
Internet  and/or  design,  develop,  manufacture  or sell  products and services
related to facilitating the growth of the Internet and electronic  commerce over
the Internet.

There is no limit on the market  capitalization  of the  companies  the Fund may
invest in, or in the length of operating history for the companies. The Fund may
invest in initial public offerings ("IPOs").

The Advisor to the Fund has identified  four groups that it considers to operate
within the Internet sector. These groups include:

*   service providers;
*   e-commerce merchants;
*   equipment/network manufacturers; and
*   software manufacturers

The Advisor will select a "core" position of 30 to 50 common stocks of companies
that are leaders,  or emerging leaders,  within the Internet sector. The Advisor
will seek to identify companies that are developing new or innovative  products,
services or processes that will lead to future growth in earnings,  have a major
or dominant share of their Internet sub-grouping and that have reported earnings
in their most recent fiscal year.

The  Advisor  will  consider  selling a stock in the  Fund's  portfolio  when it
perceives  there has been an adverse change in the  fundamental  outlook for the
stock's  performance.  An example of this would be if the company's product line
has been overcome by more advanced technology.

                                        3
<PAGE>
The Advisor  intends to hold the stocks in the Fund's  portfolio for an extended
period of time, which would result in a low portfolio  turnover rate. This means
that the  Advisor  will  not,  under  normal  circumstances,  purchase  and sell
securities  held in the portfolio in order to realize short term gains.  It also
means  that the Fund is likely to have lower  transaction  costs than funds with
higher portfolio turnover rates.

Under  normal  market  conditions,  the Fund will stay fully  invested in common
stocks.  However,  the Fund may temporarily depart from its principal investment
strategies by making short term  investments in cash  equivalents in response to
adverse market,  economic, or political conditions.  This may result in the Fund
not achieving its investment objective.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

As with all  mutual  funds,  there is the risk that you could lose money on your
investment in the Fund. For example,  the following risks could affect the value
of your investment:

MANAGEMENT  RISK.  Management risk means that your investment in the Fund varies
with the success  and failure of the  Advisor's  investment  strategies  and the
Advisor's research,  analysis and security selection decisions. If the Advisor's
investment strategies do not produce the expected results, your investment could
be diminished or even lost.

MARKET RISK.  The value of a share of the  Fund--its  "net asset value" or "NAV"
depends upon the market value of all of the Fund's  investments.  The  principal
risk of investing in the Fund is that the market value of securities held by the
Fund  will  move up and down.  These up and down  fluctuations,  which can occur
rapidly and  unpredictably,  may cause the Fund's  investments  to be worth less
than the price  originally  paid,  or less than it was worth at an earlier time;
this in turn will affect the Fund's net asset  value per share.  Market risk may
affect a single  company,  industry,  sector of the  economy  or the market as a
whole.

SECTOR RISK.  The Fund will invest  primarily in companies  engaged in providing
services  and  facilitating  the growth of the  Internet.  These  companies  are
particularly  vulnerable to rapidly  changing  technology,  and relatively  high
risks  of  obsolescence   caused  by  rapid  and   significant   scientific  and
technological  advances. In addition,  companies that operate in this sector are
subject to extreme  competition  and may rapidly  lose,  or be unable to obtain,
market share.  The value of the Fund's shares may be volatile and fluctuate more
than shares of a fund investing in a broader range of industries.

SMALL-SIZE  COMPANY  RISK.  Although  the Fund will invest in  companies  of all
sizes,  the  Internet  sector  includes  many  small  companies.  While  smaller
companies  generally have potential for rapid growth,  they often involve higher
risks because they lack the management experience,  financial resources, product
diversification and competitive  strengths of larger  corporations.  The risk of
investing in securities of  small-size  companies may involve  greater risk than
investing  in larger  companies  because  they can be subject to more  abrupt or
erratic share price change than larger companies.  As a result,  the share price
of these companies can be extremely volatile.

                                        4
<PAGE>
INITIAL PUBLIC OFFERINGS  (IPOS).  Because IPO shares frequently are volatile in
price,  the Fund may decide to hold the IPO shares for only a very short  period
of time. This may increase the turnover of the Fund's  portfolio and may lead to
increased  expenses to the Fund, such as commissions  and transaction  costs. By
selling  shares,  the  Fund  may  realize  taxable  capital  gains  that it will
subsequently distribute to shareholders.

WHO MAY WANT TO INVEST IN THE FUND?

The Fund may be appropriate for investors who:

*    Are pursuing a long-term investment horizon
*    Can accept high volatility of share price
*    Want  to add  an  investment  in  Internet  companies  to  diversify  their
     investment portfolio
*    Can accept the greater risks of investing in a portfolio  with  significant
     holdings in the Internet sector

The Fund may not be appropriate for investors who:

*    Need regular income or stability of principal
*    Are pursuing a short-term goal
*    May not want an investment in a portfolio that  concentrates is investments
     in the Internet sector

                             PERFORMANCE INFORMATION

Because the Fund has been in operation for less than a full calendar  year,  its
total return bar chart and performance table have not been included.

                                FEES AND EXPENSES

The following  tables  describes the fees and expenses that a shareholder in the
Fund will pay.

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum sales charge (load) imposed on purchases...................       None
Maximum deferred sales charge (load)...............................       None

ANNUAL OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

Management Fees ...................................................       0.95%
Distribution and Service (12b-1) Fees..............................       0.25%
Other Expenses* ...................................................           %
Total Annual Fund Operating Expenses ..............................           %
                                                                         -----
Fee Reduction and/or Expense Reimbursement........................       (    %)
                                                                         -----

Net Expenses ......................................................       2.50%
                                                                         =====

- ----------
*    Other  expenses are  estimated  for the first fiscal year of the Fund.  The
     Advisor has contractually  agreed to reduce its fees and/or pay expenses of
     the  Fund for an  indefinite  period  to  ensure  that  Total  Annual  Fund
     Operating  Expenses  will not exceed  2.50% per year.  The  Advisor  may be
     reimbursed  for any  waiver of its fees or  expenses  paid on behalf of the
     Fund if the Fund's  expenses are less than the limit agreed to by the Fund.
     The Trustees may terminate  this expense  reimbursement  arrangement at any
     time.

                                        5
<PAGE>
EXAMPLE

Use this  example  to  compare  the costs of  investing  in the Fund to those of
investing in other funds. Of course, your actual costs may be higher or lower.

This example  assumes  that you invest  $10,000 in the Fund for the time periods
indicated.  The Example also assumes that your  investment  has a 5% return each
year,  that  dividends  and  distributions  are  reinvested  and that the Fund's
operating expenses remain the same.  Although your actual costs may be higher or
lower, under the assumptions, your costs would be:

One Year .........................  $
Three Years ......................  $

                               INVESTMENT ADVISOR

Astrop Research Corporation is the investment advisor to the Fund. The Advisor's
address is 3133 Maple Drive, N.E., Suite 200, Atlanta, GA 30305. The Advisor was
established  this  year by the  principals  of its  affiliate,  Astrop  Advisory
Corporation,  for the  purpose of  managing  the Fund.  Founded in 1982,  Astrop
Advisory  Corporation,  provides  investment advisory services to individual and
institutional  clients with assets under  management  in excess of $100 million.
The Advisor provides the Fund with advice on buying and selling securities.  The
Advisor also  furnishes  the Fund with office  space and certain  administrative
services  and  provides  most  of the  personnel  needed  by the  Fund.  For its
services, the Fund pays the Advisor a monthly management fee which is calculated
at the annual rate of 0.95% of the Fund's average daily net assets.

The Fund is be managed by the Advisor's Investment Committee.

EXPENSE LIMITATION AGREEMENT

The  Fund is  responsible  for its  own  operating  expenses.  The  Advisor  has
contractually  agreed to reduce its fees and/or pay  expenses of the Fund for an
indefinite  period to ensure that Total Fund Operating  Expenses will not exceed
2.50% of average  daily net assets  annually.  Any reduction in advisory fees or
payment of expenses made by the Advisor are subject to reimbursement by the Fund
if requested by the Advisor in subsequent  fiscal  years.  The Fund must pay its
current  ordinary  operating  expenses  before the  Advisor is  entitled  to any
reimbursement of fees and/or expenses. Under the expense limitation provision of
the Investment  Advisory  Agreement,  reimbursements  made by the Advisor in the
Fund's  first three years of operation  remain  eligible  for  reimbursement  as
follows:  reimbursements  incurred  in the first and second  years of the Fund's
operation  are  eligible for  reimbursement  through the end of the Fund's sixth
fiscal year; reimbursements made in the third year of operation are eligible for
reimbursement through the end of the seventh fiscal year. Before the Advisor may
receive any such  reimbursement,  the  Trustees  must review and approve it. The
Trustees may terminate this expense reimbursement arrangement at any time.

                                        6
<PAGE>
                             SHAREHOLDER INFORMATION

HOW TO BUY SHARES

You may open a Fund account with $2,500 and add to your account at any time with
$____ or more.  You may open a  retirement  account  with  $____ and add to your
account at any time with $___ or more. After you have opened a Fund account, you
also  may make  automatic  subsequent  monthly  investments  with  $____ or more
through the Automatic  Investment Plan. The minimum investment  requirements may
be waived from time to time by the Fund.

You may  purchase  shares of the Fund by check or wire.  All  purchases by check
must be in U.S.  dollars.  Third party checks and cash will not be  accepted.  A
charge may be imposed if your check does not clear.  The Fund is not required to
issue share certificates.  The Fund reserves the right to reject any purchase in
whole or in part.

BY CHECK

If you are  making an  initial  investment  in the  Fund,  simply  complete  the
Application  Form included with this  Prospectus  and mail or overnight  deliver
(such as FedEx) it with a check (made payable to "First Internet Fund") to:

First Internet Fund
c/o ICA Fund Services Corp.
4455 East Camelback Rd., Ste 261E
Phoenix, AZ 85018

If you are making a  subsequent  purchase,  a stub is  attached  to the  account
statement  you will  receive  after each  transaction.  Detach the stub from the
statement  and mail it  together  with a check made  payable to "First  Internet
Fund" to the Fund in the envelope provided with your statement or to the address
noted above. Your account number should be written on the check.

BY WIRE

If you are making an initial  investment in the Fund, before you wire funds, the
Transfer  Agent  must  have a  completed  Account  Application.  You can mail or
overnight  deliver your Account  Application  to the Transfer Agent at the above
address. You may also fax the Account Application to the Transfer Agent at (602)
522-8172. Upon receipt of your completed Account Application, the Transfer Agent
will  establish  an  account  for you.  Once your have  faxed  your new  Account
Application, you may instruct your bank to send the wire. Your bank must include
both the name of the Fund you are purchasing and your name so that monies can be
correctly applied. Your bank should transmit immediately available funds by wire
to:

Firstar Bank, N.A. Cinti/Trust
ABA Routing #_______________
First Internet Fund
DDA #____________
Account name (shareholder name)
Shareholder account number

                                        7
<PAGE>
If you are  making  a  subsequent  purchase,  your  bank  should  wire  funds as
indicated  above.  IT IS ESSENTIAL THAT YOUR BANK INCLUDE  COMPLETE  INFORMATION
ABOUT YOUR ACCOUNT IN ALL WIRE INSTRUCTIONS.  If you have questions about how to
invest by wire,  you may call the Transfer  Agent at (800) 576- 8229.  Your bank
may charge you a fee for sending a wire to the Fund.

You may buy and sell  shares of the Fund  through  certain  brokers  (and  their
agents) that have made arrangements  with the Fund to sell its shares.  When you
place  your  order  with such a broker or its  authorized  agent,  your order is
treated as if you had placed it directly with the Fund's Transfer Agent, and you
will pay or receive the next price calculated by the Fund. The broker (or agent)
holds your shares in an omnibus  account in the broker's (or agent's)  name, and
the broker (or agent) maintains your individual  ownership records. The Fund may
pay the broker (or its agent) for maintaining these records as well as providing
other shareholder  services.  The broker (or its agent) may charge you a fee for
handling your order.  The broker (or agent) is responsible  for processing  your
order correctly and promptly,  keeping you advised  regarding the status of your
individual  account,  confirming your transactions and ensuring that you receive
copies of the Fund's prospectus.

AUTOMATIC INVESTMENT PLAN

For your convenience,  the Fund offers an Automatic  Investment Plan. Under this
Plan,  after your initial  investment,  you  authorize the Fund to withdraw from
your  personal  checking  account  each month an amount that you wish to invest,
which must be at least $____.  If you wish to enroll in this Plan,  complete the
appropriate section in the Account Application. The Fund may terminate or modify
this privilege at any time. You may terminate your  participation in the Plan at
any time by notifying the Transfer Agent in writing.

RETIREMENT PLANS

The Fund offers an Individual  Retirement  Account  ("IRA") plan. You may obtain
information about opening an IRA account by calling (800) 576-8229.  If you wish
to open a Keogh,  Section 403(b) or other retirement  plan,  please contact your
securities dealer.

                                        8
<PAGE>
HOW TO SELL SHARES

You may sell  (redeem) your Fund shares on any day the NYSE is open for business
either directly to the Fund or through your investment representative.

You may redeem your shares by simply  sending a written  request to the Transfer
Agent.  You should give your  account  number and state  whether you want all or
some  of your  shares  redeemed.  The  letter  should  be  signed  by all of the
shareholders whose names appear on the account registration. Certain redemptions
require a signature  guarantee.  Call the Transfer Agent for details. You should
send your redemption request to:

First Internet Fund
c/o ICA Fund Services Corp.
4455 East Camelback Rd., Ste 261E
Phoenix, AZ 85018

If you complete the Redemption by Telephone portion of the Account  Application,
you may redeem all or some of your shares by calling the Transfer Agent at (800)
576-8229  before  the close of regular  trading  on the New York Stock  Exchange
("NYSE").  This is normally 4:00 p.m., Eastern time. Redemption proceeds will be
mailed on the next  business  day to the address  that  appears on the  Transfer
Agent's records.  If you request,  redemption proceeds will be wired on the next
business day to the bank account you designated on the Account Application.  The
minimum  amount  that may be wired is  $1,000.  Wire  charges,  if any,  will be
deducted from your redemption proceeds.  Telephone redemptions cannot be made if
you notify the Transfer  Agent of a change of address  within 30 days before the
redemption request. If you have a retirement account,  you may not redeem shares
by telephone.

When you establish  telephone  privileges,  you are authorizing the Fund and its
Transfer Agent to act upon the telephone  instructions  of the person or persons
you have  designated on your Account  Application.  Redemption  proceeds will be
transferred to the bank account you have designated on your Account Application.

Before  acting  upon an  instruction  received  by  telephone,  the Fund and the
Transfer  Agent will use  procedures to confirm that the telephone  instructions
are genuine.  These  procedures  will include  recording the telephone  call and
asking  the caller for a form of  personal  identification.  If the Fund and the
Transfer  Agent follow these  procedures,  they will not be liable for any loss,
expense,  or  cost  arising  out of any  telephone  redemption  request  that is
reasonably believed to be genuine.  This includes any fraudulent or unauthorized
request.  The Fund may change,  modify or terminate these privileges at any time
upon at least 60 days' notice to shareholders.

                                        9
<PAGE>
You may request telephone redemption  privileges after your account is opened by
calling the Transfer Agent at (800) 576-8229 for instructions.

You may have  difficulties  in making a telephone  redemption  during periods of
abnormal market activity.  If this occurs,  you may make your redemption request
in writing.

Payment of your  redemption  proceeds will be made promptly,  but not later than
seven days after the receipt of your written request in proper form. If you made
your initial investment by wire,  payment of your redemption  proceeds for those
shares  will not be made until one  business  day after your  completed  Account
Application  is received by the Fund. If you did not purchase your shares with a
certified check or wire, the Fund may delay payment of your redemption  proceeds
for up to 15 days  from  date of  purchase  or until  your  check  has  cleared,
whichever occurs first.

The Fund may redeem the shares in your  account if the value of your  account is
less than $_____ as a result of redemptions  you have made.  This does not apply
to retirement  plan or Uniform  Gifts or Transfers to Minors Act  accounts.  You
will be notified  that the value of your account is less than $_____  before the
Fund  makes an  involuntary  redemption.  You will then have 30 days in which to
make an  additional  investment  to bring the value of your  account to at least
$_____ before the Fund takes any action.

The Fund has the right to pay redemption  proceeds to you in whole or in part by
a distribution of securities from the Fund's portfolio.  It is not expected that
the Fund would do so except in unusual circumstances.

                             PRICING OF FUND SHARES

The price of the Fund's  shares is based on the Fund's net asset value.  This is
done by dividing  the Fund's  assets,  minus its  liabilities,  by the number of
shares outstanding. The Fund's assets are the market value of securities held in
its portfolio,  plus any cash and other assets.  The Fund's liabilities are fees
and  expenses  owed by the Fund.  The number of Fund shares  outstanding  is the
amount of shares which have been issued to shareholders.  The price you will pay
to buy Fund shares or the amount you will receive when you sell your Fund shares
is based on the net asset value next calculated  after your order is received by
the Transfer Agent with complete  information  and meeting all the  requirements
discussed in this Prospectus.

                                       10
<PAGE>
The net asset value of the Fund's  shares is  determined  as of the close of the
regular daily trading session on the NYSE.  This is normally 4:00 p.m.,  Eastern
time. Fund shares will not be priced on days that the NYSE is closed for trading
(including certain U.S. holidays).

                           DIVIDENDS AND DISTRIBUTIONS

The Fund will make  distributions  of dividends  and capital  gains,  if any, at
least   annually,   typically  after  year  end.  The  Fund  will  make  another
distribution  of any  additional  undistributed  capital gains earned during the
12-month period ended October 31 on or about December 31.

All distributions will be reinvested in Fund shares unless you choose one of the
following options:  (1) receive dividends in cash while reinvesting capital gain
distributions  in additional Fund shares;  or (2) receive all  distributions  in
cash.  If you wish to change your  distribution  option,  write to the  Transfer
Agent in advance of the payment for the distribution.

                                TAX CONSEQUENCES

The Fund intends to make distributions of dividends and capital gains. Dividends
are  taxable  to you as  ordinary  income.  The  rate  you pay on  capital  gain
distributions  will  depend  on how  long  the Fund  held  the  securities  that
generated  the gains,  not on how long you owned your Fund  shares.  You will be
taxed in the same manner  whether you receive  your  dividends  and capital gain
distributions in cash or reinvest them in additional Fund shares.

If you sell  your  Fund  shares,  it is  considered  a  taxable  event  for you.
Depending on the purchase  price and the sale price of the shares you sell,  you
may have a gain or a loss on the  transaction.  You are  responsible for any tax
liabilities generated by your transaction.

                                 RULE 12b-1 FEES

The Fund has  adopted a  distribution  plan  pursuant  to Rule  12b-1  under the
Investment  Company Act of 1940.  This rule allows the Fund to pay  distribution
fees for the sale and  distribution  of its shares and for services  provided to
shareholders.  The plan provides for the payment of a  distribution  and service
fee at the annual rate of 0.25% of the Fund's average daily net assets which are
payable to the Advisor, as Distribution Coordinator. Because these fees are paid
out of the  Fund's  assets  on an  on-going  basis,  over time  these  fees will
increase the cost of your  investment  in Fund shares and may cost you more than
paying other types of shares charges.

                                       11
<PAGE>
                               FIRST INTERNET FUND
             A SERIES OF TRUST FOR INVESTMENT MANAGERS (THE "TRUST")

For investors who want more information  about the Fund, the following  document
is available free upon request:

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information   about  the  Fund  and  is  incorporated  by  reference  into  this
Prospectus.

You can get free copies of the SAI,  request other  information and discuss your
questions about the Fund by contacting the Fund at:

                       __________________________________

                       __________________________________

                       Telephone: _______________________

You can  review  and copy  information  including  the  Fund's SAI at the Public
Reference Room of the Securities and Exchange Commission in Washington, D.C. You
can obtain  information on the operation of the Public Reference Room by calling
1-202-942-8090. Reports and other information about the Fund are also available:

*    Free of charge from the  Commission's  EDGAR  database on the  Commission's
     Internet website at http://www.sec.gov., or

*    For a fee,  by  writing  to the Public  Reference  Room of the  Commission,
     Washington, DC 20549-0102, or

*    For  a  fee,  by  electronic  request  at  the  following  e-mail  address:
     [email protected].


                                         (The Trust's SEC Investment Company Act
                                                       file number is 811-09393)
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY ANY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHALL NOT  CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION  UNDER THE SECURITIES LAWS OF
ANY STATE.


           STATEMENT OF ADDITIONAL INFORMATION SUBJECT TO COMPLETION,
                             DATED FEBRUARY 18, 2000

                       STATEMENT OF ADDITIONAL INFORMATION
                             ________________, 2000

                              FIRST INTERNET FUND,
                    A SERIES OF TRUST FOR INVESTMENT MANAGERS
                        3133 MAPLE DRIVE, N.E., SUITE 200
                                ATLANTA, GA 30305

                                   ----------

This  Statement of  Additional  Information  ("SAI") is not a Prospectus  and it
should be read in conjunction with the Prospectus dated__________,  2000, as may
be  revised,  of the First  Internet  Fund (the  "Fund"),  a series of Trust for
Investment Managers (the "Trust").  Astrop Research  Corporation (the "Advisor")
is the advisor to the Fund.  A copy of the Fund's  Prospectus  is  available  by
calling either of the numbers listed above.


                                TABLE OF CONTENTS

The Trust ................................................................  B-2
Investment Objective and Policies ........................................  B-2
Investment Restrictions ..................................................  B-12
Distributions and Tax Information ........................................  B-13
Trustees and Executive Officers ..........................................  B-15
The Fund's Investment Advisor ............................................  B-16
The Fund's Administrator .................................................  B-16
The Fund's Distributor ...................................................  B-17
Execution of Portfolio Transactions ......................................  B-18
Portfolio Turnover .......................................................  B-19
Additional Purchase and Redemption Information ...........................  B-19
Determination of Share Price .............................................  B-21
Performance Information ..................................................  B-22
General Information ......................................................  B-23
Appendix .................................................................  B-24

                                       B-1
<PAGE>
                                    THE TRUST

The Trust for  Investment  Managers  (the  "Trust")  is an  open-end  management
investment company organized as a Delaware business trust. The Trust may consist
of various  series which  represent  separate  investment  portfolios.  This SAI
relates only to the Fund.

The Trust is registered with the SEC as a management  investment company. Such a
registration  does not involve  supervision of the management or policies of the
Fund.  The  Prospectus of the Fund and this SAI omit certain of the  information
contained  in the  Registration  Statement  filed  with the SEC.  Copies of such
information may be obtained from the SEC upon payment of the prescribed fee.

                        INVESTMENT OBJECTIVE AND POLICIES

The Fund has the investment  objective of seeking  long-term  growth of capital.
The Fund is diversified,  which under the Investment  Company Act of 1940 ("1940
Act") means that as to 75% of its total assets,  no more than 5% may be invested
in the  securities  of a single  issuer and that it may hold no more than 10% of
the voting securities of a single issuer. The following information  supplements
the discussion of the Fund's  investment  objective and policies as set forth in
its  Prospectus.  There can be no guarantee  that the Fund's  objective  will be
attained.

CONVERTIBLE  SECURITIES  AND  WARRANTS.  The  Fund  may  invest  in  convertible
securities and warrants.  A convertible  security is a fixed-income  security (a
debt  instrument or a preferred  stock) which may be converted at a stated price
within a specified period of time into a certain quantity of the common stock of
the same or a  different  issuer.  Convertible  securities  are senior to common
stocks in an issuer's capital structure, but are usually subordinated to similar
non-convertible  securities.  While  providing a fixed income stream  (generally
higher in yield than the income  derivable from common stock but lower than that
afforded by a similar  nonconvertible  security),  a  convertible  security also
affords  an  investor  the  opportunity,  through  its  conversion  feature,  to
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.

A warrant  gives the holder a right to  purchase  at any time during a specified
period a predetermined number of shares of common stock at a fixed price. Unlike
convertible  debt  securities  or preferred  stock,  warrants do not pay a fixed
dividend.  Investments in warrants involve certain risks, including the possible
lack of a liquid market for resale of the warrants, potential price fluctuations
as a result of  speculation  or other  factors,  and failure of the price of the
underlying security to reach or have reasonable prospects of reaching a level at
which the warrant  can be  prudently  exercised  (in which event the warrant may
expire  without  being  exercised,  resulting  in a loss  of the  Fund's  entire
investment therein).

INVESTMENT  COMPANIES.  The Fund  may  invest  in  shares  of  other  investment
companies in pursuit of its investment objective. This may include investment in
money market mutual funds in connection with the Fund's management of daily cash
positions.  In  addition to the  advisory  and  operational  fees the Fund bears
directly in connection  with its own  operation,  the Fund and its  shareholders

                                       B-2
<PAGE>
will also bear the pro rata portion of each other investment  company's advisory
and operational expenses.

BORROWING.  The  Fund is  authorized  to  borrow  money  from  time to time  for
temporary,  extraordinary or emergency purposes or for clearance of transactions
in amounts not to exceed 33-1/3% of the value of its total assets at the time of
such  borrowings.  The  use of  borrowing  by the  Fund  involves  special  risk
considerations  that may not be  associated  with  other  funds  having  similar
objectives and policies.  Since substantially all of the Fund's assets fluctuate
in value, while the interest obligation resulting from a borrowing will be fixed
by the terms of the Fund's  agreement  with its lender,  the net asset value per
share of the Fund  will tend to  increase  more  when its  portfolio  securities
increase in value and to decrease  more when its  portfolio  assets  decrease in
value than would  otherwise  be the case if the Fund did not  borrow  funds.  In
addition,  interest costs on borrowings may fluctuate with changing market rates
of interest  and may  partially  offset or exceed the return  earned on borrowed
funds.  Under adverse market  conditions,  the Fund might have to sell portfolio
securities  to meet  interest or principal  payments at a time when  fundamental
investment considerations would not favor such sales.

LENDING PORTFOLIO  SECURITIES.  The Fund may lend its portfolio securities in an
amount not exceeding 33-1/3% of its total assets to financial  institutions such
as banks and brokers if the loan is collateralized in accordance with applicable
regulations.  Under the present  regulatory  requirements  which govern loans of
portfolio  securities,  the loan collateral must, on each business day, at least
equal the value of the loaned  securities  and must consist of cash,  letters of
credit of domestic banks or domestic branches of foreign banks, or securities of
the U.S. Government or its agencies. To be acceptable as collateral,  letters of
credit must be  irrevocable  and obligate a bank to pay amounts  demanded by the
Fund if the demand  meets the terms of the  letter.  Such terms and the  issuing
bank would have to be satisfactory to the Fund. Any loan might be secured by any
one or more of the three types of collateral. The terms of the Fund's loans must
permit the Fund to reacquire loaned  securities on three days' notice or in time
to vote on any serious  matter and must meet  certain  tests under the  Internal
Revenue Code (the "Code").

SHORT SALES.  The Fund is  authorized  to make short sales of  securities.  In a
short sale, the Fund sells a security which it does not own, in  anticipation of
a decline in the market value of the  security.  To complete the sale,  the Fund
must borrow the security (generally from the broker through which the short sale
is made) in order to make delivery to the buyer.  The Fund is then  obligated to
replace the security  borrowed by  purchasing it at the market price at the time
of  replacement.  The Fund is said to have a "short  position" in the securities
sold until it delivers them to the broker.  The period during which the Fund has
a short position can range from as little as one day to more than a year.  Until
the  security is  replaced,  the  proceeds of the short sale are retained by the
broker,  and the Fund is required to pay to the broker a  negotiated  portion of
any  dividends or interest  which accrue  during the period of the loan. To meet
current  margin  requirements,  the Fund is also  required  to deposit  with the
broker  additional  cash or securities so that the total deposit with the broker
is maintained  daily at 150% of the current market value of the securities  sold
short  (100% of the  current  market  value if a security is held in the account
that is convertible or exchangeable  into the security sold short within 90 days
without restriction other than the payment of money).

                                       B-3
<PAGE>
Short sales by the Fund create  opportunities to increase the Fund's return but,
at the same time,  involve specific risk  considerations and may be considered a
speculative  technique.  Since the Fund in effect  profits from a decline in the
price of the securities  sold short without the need to invest the full purchase
price of the  securities  on the date of the short  sale,  the  Fund's net asset
value per share will tend to increase more when the securities it has sold short
decrease in value,  and to decrease  more when the  securities it has sold short
increase  in value,  than would  otherwise  be the case if it had not engaged in
such short sales.  The amount of any gain will be  decreased,  and the amount of
any loss increased, by the amount of any premium, dividends or interest the Fund
may be required to pay in  connection  with the short sale.  Furthermore,  under
adverse market conditions the Fund might have difficulty  purchasing  securities
to meet its short sale delivery  obligations,  and might have to sell  portfolio
securities to raise the capital  necessary to meet its short sale obligations at
a time when fundamental investment considerations would not favor such sales.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements. Under such
agreements,  the seller of the security  agrees to  repurchase  it at a mutually
agreed upon time and price. The repurchase price may be higher than the purchase
price,  the difference  being income to the Fund, or the purchase and repurchase
prices may be the same,  with interest at a stated rate due to the Fund together
with the repurchase price on repurchase.  In either case, the income to the Fund
is unrelated to the interest rate on the U.S.  Government  security itself. Such
repurchase  agreements  will be made only with banks with assets of $500 million
or more that are insured by the Federal  Deposit  Insurance  Corporation or with
Government  securities  dealers  recognized  by the  Federal  Reserve  Board and
registered as broker-dealers with the Securities and Exchange Commission ("SEC")
or exempt from such registration.  The Fund will generally enter into repurchase
agreements  of  short  durations,  from  overnight  to one  week,  although  the
underlying  securities generally have longer maturities.  The Fund may not enter
into a  repurchase  agreement  with more than  seven days to  maturity  if, as a
result,  more  than 15% of the  value of its net  assets  would be  invested  in
illiquid securities including such repurchase agreements.

For purposes of the 1940 Act, a repurchase agreement is deemed to be a loan from
the Fund to the seller of the U.S. Government security subject to the repurchase
agreement.  It is not clear whether a court would  consider the U.S.  Government
security  acquired by the Fund subject to a repurchase  agreement as being owned
by the Fund or as being collateral for a loan by the Fund to the seller.  In the
event of the  commencement of bankruptcy or insolvency  proceedings with respect
to the seller of the U.S.  Government  security  before its  repurchase  under a
repurchase agreement, the Fund may encounter delays and incur costs before being
able to sell the  security.  Delays may involve loss of interest or a decline in
price of the U.S. Government security.  If a court characterizes the transaction
as a loan  and the  Fund  has not  perfected  a  security  interest  in the U.S.
Government  security,  the Fund may be  required  to return the  security to the
seller's  estate and be treated as an  unsecured  creditor of the seller.  As an
unsecured  creditor,  the Fund would be at the risk of losing some or all of the
principal and income  involved in the  transaction.  As with any unsecured  debt
instrument  purchased  for the Fund,  the Advisor  seeks to minimize the risk of
loss through  repurchase  agreements  by analyzing the  creditworthiness  of the
other party, in this case the seller of the U.S. Government security.

Apart from the risk of bankruptcy or insolvency  proceedings,  there is also the
risk that the seller may fail to repurchase the security. However, the Fund will

                                       B-4
<PAGE>
always receive as collateral for any repurchase agreement to which it is a party
securities acceptable to it, the market value of which is equal to at least 100%
of the amount invested by the Fund plus accrued interest, and the Fund will make
payment against such securities only upon physical  delivery or evidence of book
entry transfer to the account of its Custodian.  If the market value of the U.S.
Government  security subject to the repurchase  agreement  becomes less than the
repurchase  price (including  interest),  the Fund will direct the seller of the
U.S.  Government  security to deliver  additional  securities so that the market
value of all securities subject to the repurchase agreement will equal or exceed
the  repurchase  price.  It is possible  that the Fund will be  unsuccessful  in
seeking to impose on the seller a contractual  obligation to deliver  additional
securities.

ILLIQUID  SECURITIES.  The Fund may not invest more than 15% of the value of its
net assets in securities  that at the time of purchase have legal or contractual
restrictions on resale or are otherwise  illiquid.  The Advisor will monitor the
amount of illiquid securities in the Fund's portfolio,  under the supervision of
the Trust's Board of Trustees,  to ensure  compliance with the Fund's investment
restrictions.

Historically,   illiquid   securities  have  included   securities   subject  to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered under the Securities Act of 1933 (the "Securities  Act"),  securities
which are otherwise not readily  marketable and repurchase  agreements  having a
maturity of longer than seven days.  Securities  which have not been  registered
under the  Securities  Act are referred to as private  placement  or  restricted
securities  and are  purchased  directly  from the  issuer  or in the  secondary
market.  Mutual  funds  do not  typically  hold a  significant  amount  of these
restricted or other illiquid  securities  because of the potential for delays on
resale and  uncertainty in valuation.  Limitations on resale may have an adverse
effect on the marketability of portfolio securities and the Fund might be unable
to sell restricted or other illiquid securities promptly or at reasonable prices
and might thereby experience  difficulty  satisfying  redemption requests within
seven days. The Fund might also have to register such  restricted  securities in
order to sell them,  resulting in additional  expense and delay.  Adverse market
conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain
securities  that  are  not  registered  under  the  Securities  Act,   including
repurchase   agreements,   commercial  paper,   foreign  securities,   municipal
securities and corporate bonds and notes.  Institutional  investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment.  The fact that
there are  contractual or legal  restrictions on resale to the general public or
to  certain   institutions   may  not  reflect  the  actual  liquidity  of  such
investments.  If such securities are subject to purchase by institutional buyers
in accordance  with Rule 144A  promulgated by the SEC under the Securities  Act,
the  Trust's  Board of  Trustees  may  determine  that such  securities  are not
illiquid  securities despite their legal or contractual  restrictions on resale.
In all other cases,  however,  securities subject to restrictions on resale will
be deemed illiquid.

FOREIGN  SECURITIES.  The Fund may  invest  up to 20% of its  total  assets  the
securities  of  foreign  issuers  in the form of  American  Depositary  Receipts

                                       B-5
<PAGE>
(ADRs"). ADRs are depositary receipts for foreign securities denominated in U.S.
dollars and traded on U.S. securities markets. These are certificates evidencing
ownership of shares of a foreign-based issuer held in trust by a bank or similar
financial  institution.  Designed for use in U.S. securities  markets,  ADRs are
alternatives  to the purchase of the  underlying  securities  in their  national
market  and   currencies.   ADRs  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
depositary 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 of the deposited securities.

RISKS OF  INVESTING IN FOREIGN  SECURITIES.  Investments  in foreign  securities
involve certain inherent risks, including the following:

POLITICAL  AND  ECONOMIC  FACTORS.   Individual  foreign  economies  of  certain
countries  may differ  favorably or  unfavorably  from the U.S.  economy in such
respects  as  growth  of gross  national  product,  rate of  inflation,  capital
reinvestment,  resource  self-sufficiency,  and  diversification  and balance of
payments position. The internal politics of some foreign countries may not be as
stable as those of the United States. Governments in some foreign countries also
continue to participate to a significant  degree,  through ownership interest or
regulation,  in their respective  economies.  Action by these  governments could
include  restrictions on foreign investment,  nationalization,  expropriation of
goods or  imposition  of taxes,  and could have a  significant  effect on market
prices of  securities  and payment of  interest.  The  economies of many foreign
countries are heavily dependent upon international trade and are affected by the
trade  policies and economic  conditions  of their  trading  partners.  If these
trading  partners  enacted  protectionist  trade  legislation,  it could  have a
significant adverse effect upon the securities markets of such countries.

CURRENCY  FLUCTUATIONS.  The Fund will invest only in securities  denominated in
U.S. dollars. For this reason, the value of the Fund's assets may not be subject
to risks associated with variations in the value of foreign currencies  relative
to the U.S. dollar to the same extent as might otherwise be the case. Changes in
the value of foreign currencies against the U.S. dollar may, however, affect the
value of the  assets  and/or  income of  foreign  companies  whose  U.S.  dollar
denominated securities are held by the Fund. Such companies may also be affected
significantly by currency  restrictions and exchange control regulations enacted
from time to time.

LEGAL  AND  REGULATORY   MATTERS.   Certain  foreign  countries  may  have  less
supervision of securities markets,  brokers and issuers of securities,  and less
financial  information  available  to issuers,  than is  available in the United
States.

TAXES.  The  interest  and  dividends  payable  on  some of the  Fund's  foreign
portfolio  securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to Fund shareholders.

OPTIONS ON  SECURITIES.  The Fund may write  (sell)  covered  call  options to a
limited extent on its portfolio  securities ("covered options") in an attempt to
enhance gain.

                                       B-6
<PAGE>
When the Fund writes a covered call option, it gives the purchaser of the option
the right,  upon exercise of the option,  to buy the underlying  security at the
price  specified  in the option  (the  "exercise  price") at any time during the
option  period,  generally  ranging up to nine  months.  If the  option  expires
unexercised,  the Fund will realize income to the extent of the amount  received
for the option (the "premium"). If the call option is exercised, a decision over
which the Fund has no control, the Fund must sell the underlying security to the
option  holder at the  exercise  price.  By writing a covered  option,  the Fund
forgoes,  in exchange for the premium less the  commission  ("net  premium") the
opportunity  to profit  during the option  period from an increase in the market
value of the underlying security above the exercise price.

The Fund may terminate  its  obligation as writer of a call option by purchasing
an  option  with the same  exercise  price  and  expiration  date as the  option
previously written. This transaction is called a "closing purchase transaction."

Closing  sale  transactions  enable the Fund  immediately  to  realize  gains or
minimize  losses on its options  positions.  There is no assurance that a liquid
secondary market on an options exchange will exist for any particular option, or
at any particular  time, and for some options no secondary  market may exist. If
the Fund is unable to effect a closing  purchase  transaction  with  respect  to
options it has written,  it will not be able to  terminate  its  obligations  or
minimize its losses under such options prior to their expiration. If the Fund is
unable to effect a closing sale  transaction with respect to options that it has
purchased,  it would have to exercise the option in order to realize any profit.
The hours of trading for options may not conform to the hours  during  which the
underlying  securities are traded.  To the extent that the options markets close
before the markets for the  underlying  securities,  significant  price and rate
movements may take place in the  underlying  markets that cannot be reflected in
the options markets.  The purchase of options is a highly  specialized  activity
which involves  investment  techniques and risks different from those associated
with ordinary portfolio securities transactions.

OPTIONS ON SECURITIES INDICES. The Fund may write (sell) covered call options on
securities  indices in an attempt to increase  gain. A  securities  index option
written by the Fund would  obligate it, upon  exercise of the options,  to pay a
cash settlement, rather than to deliver actual securities, to the option holder.
Although the Fund will not ordinarily  own all of the securities  comprising the
stock  indices on which it writes call  options,  such  options  will usually be
written on those indices which correspond most closely to the composition of the
Fund's portfolio. As with the writing of covered call options on securities, the
Fund will realize a gain in the amount of the premium  received  upon writing an
option if the value of the underlying  index  increases above the exercise price
and the option is exercised,  the Fund will be required to pay a cash settlement
that may exceed the amount of the  premium  received  by the Fund.  The Fund may
purchase call options in order to terminate its  obligations  under call options
it has written.

The Fund may purchase call and put options on securities indices for the purpose
of hedging against the risk of unfavorable price movements  adversely  affecting
the value of the  Fund's  securities  or  securities  the Fund  intends  to buy.

                                       B-7
<PAGE>
Securities index options will not be purchased for speculative purposes.  Unlike
an option on  securities,  which  gives the holder the right to purchase or sell
specified securities at a specified price, an option on a securities index gives
the  holder  the  right,  upon the  exercise  of the  option,  to receive a cash
"exercise  settlement  amount" equal to (i) the difference  between the exercise
price of the  option  and the value of the  underlying  securities  index on the
exercise date multiplied by (ii) a fixed "index multiplier."

A securities index fluctuates with changes in the market value of the securities
included in the index. For example, some securities index options are based on a
broad market index such as the Standard & Poor's 500 or the Value Line Composite
Index, or a narrower market index such as the Standard & Poor's 100. Indices may
also be based on industry or market segments.

The Fund may  purchase  put  options in order to hedge  against  an  anticipated
decline in stock  market  prices  that might  adversely  affect the value of the
Fund's  portfolio  securities.  If the Fund  purchases  a put  option on a stock
index, the amount of payment it receives on exercising the option depends on the
extent of any decline in the level of the stock index below the exercise  price.
Such  payments  would  tend to  offset a  decline  in the  value  of the  Fund's
portfolio  securities.  If, however,  the level of the stock index increases and
remains above the exercise price while the put option is  outstanding,  the Fund
will not be able to  profitably  exercise the option and will lose the amount of
the premium and any transaction  costs.  Such loss may be partially offset by an
increase in the value of the Fund's portfolio securities. The Fund may write put
options on stock  indices  in order to close out  positions  in stock  index put
options which it has purchased.

The Fund may purchase call options on stock indices in order to  participate  in
an anticipated  increase in stock market prices or to lock in a favorable  price
on securities that it intends to buy in the future. If the Fund purchases a call
option on a stock index,  the amount of the payment it receives upon  exercising
the option depends on the extent of any increase in the level of the stock index
above the  exercise  price.  Such  payments  would in  effect  allow the Fund to
benefit  from  stock  market  appreciation  even  though  it may  not  have  had
sufficient cash to purchase the underlying stocks. Such payments may also offset
increases in the price of stocks that the Fund intends to purchase. If, however,
the level of the stock index declines and remains below the exercise price while
the call option is outstanding, the Fund will not be able to exercise the option
profitably and will lose the amount of the premium and transaction  costs.  Such
loss may be  partially  offset by a reduction  in the price the Fund pays to buy
additional  securities  for its  portfolio.  The Fund may write call  options on
stock  indices in order to close out positions in stock index call options which
it has purchased.

The  effectiveness  of hedging  through the  purchase  of options on  securities
indices  will depend upon the extent to which price  movements in the portion of
the securities  portfolio  being hedged  correlate  with price  movements in the
selected stock index. Perfect correlation is not possible because the securities
held or to be acquired by the Fund will not exactly match the composition of the
stock indices on which the options are available.  In addition,  the purchase of
stock index  options  involves the risk that the premium and  transaction  costs
paid  by the  Fund  in  purchasing  an  option  will  be  lost  as a  result  of
unanticipated  movements in prices of the securities  comprising the stock index
on which the option is based.

                                       B-8
<PAGE>
FUTURES.  The Fund may buy and  sell  interest  rate  and  stock  index  futures
contracts.  A futures  contract is an  agreement  between two parties to buy and
sell a security or an index for a set price on a future date.  Futures contracts
are traded on  designated  "contract  markets"  which,  through  their  clearing
corporations, guarantee performance of the contracts.

Entering  into a  futures  contract  for the sale of  securities  has an  effect
similar to the actual sale of securities,  although sale of the futures contract
might be accomplished  more easily and quickly.  Entering into futures contracts
for the purchase of securities has an effect  similar to the actual  purchase of
the underlying securities, but permits the continued holding of securities other
than the underlying securities.

A stock index futures contract may be used as a hedge by the Fund with regard to
market risk as distinguished from risk relating to a specific security.  A stock
index futures contract does not require the physical delivery of securities, but
merely  provides  for profits and losses  resulting  from  changes in the market
value of the contract to be credited or debited at the close of each trading day
to the  respective  accounts of the parties to the contract.  On the  contract's
expiration date, a final cash settlement occurs.  Changes in the market value of
a particular  stock index  futures  contract  reflects  changes in the specified
index of equity securities on which the future is based.

There are several risks in connection with the use of futures contracts.  In the
event of an imperfect correlation between the futures contract and the portfolio
position  which is intended to be protected,  the desired  protection may not be
obtained  and the Fund may be  exposed to risk of loss.  Further,  unanticipated
changes  in  interest  rates or stock  price  movements  may  result in a poorer
overall  performance for the Fund than if it had not entered into any futures on
stock indices.

In addition,  the market prices of futures  contracts may be affected by certain
factors.  First,  all  participants  in the futures market are subject to margin
deposit and  maintenance  requirements.  Rather than meeting  additional  margin
deposit  requirements,  investors may close futures contracts through offsetting
transactions which could distort the normal relationship  between the securities
and futures markets. Second, from the point of view of speculators,  the deposit
requirements in the futures market are less onerous than margin  requirements in
the securities market. Therefore,  increased participation by speculators in the
futures market may also cause temporary price distortions.

Finally, positions in futures contracts may be closed out only on an exchange or
board of trade which provides a secondary  market for such futures.  There is no
assurance that a liquid  secondary  market on an exchange or board of trade will
exist for any particular contract or at any particular time.

CORPORATE DEBT  SECURITIES.  The Fund may invest in debt  securities,  including
debt securities  rated below investment  grade.  Bonds rated below BBB by S&P or
Baa by Moody's, commonly referred to "junk bonds," typically carry higher coupon
rates than investment grade bonds, but also are described as speculative by both
S&P and Moody's and may be subject to greater  market price  fluctuations,  less
liquidity and greater risk of income or principal  including greater possibility
of default  and  bankruptcy  of the issuer of such  securities  than more highly

                                       B-9
<PAGE>
rated  bonds.  Lower rated bonds also are more likely to be sensitive to adverse
economic  or company  developments  and more  subject to price  fluctuations  in
response to changes in interest rates.  The market for  lower-rated  debt issues
generally  is thinner and less active than that for higher  quality  securities,
which may limit the  Fund's  ability  to sell such  securities  at fair value in
response  to changes in the  economy or  financial  markets.  During  periods of
economic  downturn or rising interest rates,  highly leveraged  issuers of lower
rated  securities may experience  financial  stress which could adversely affect
their  ability to make  payments of interest  and  principal  and  increase  the
possibility of default.

Ratings of debt securities  represent the rating  agencies'  opinions  regarding
their quality,  are not a guarantee of quality and may be reduced after the Fund
has acquired the  security.  If a security's  rating is reduced while it held by
the Fund, the Advisor will consider whether the Fund should continue to hold the
security  but is not  required  to  dispose  of it.  Credit  ratings  attempt to
evaluate the safety of principal  and interest  payments and do not evaluate the
risks of  fluctuations in market value.  Also,  rating agencies may fail to make
timely  changes in credit ratings in response to subsequent  events,  so that an
issuer's  current  financial  conditions  may be better or worse than the rating
indicates.  The ratings for corporate debt  securities are described in Appendix
A.

MORTGAGE-RELATED SECURITIES

The Fund may invest in  mortgage-related  securities.  These securities  include
mortgage  pass-through  securities,   which  represent  interests  in  pools  of
mortgages in which payments of both interest and principal on the securities are
generally made monthly, in effect "passing through" monthly payments made by the
individual  borrowers  on the  residential  mortgage  loans which  underlie  the
securities  (net of fees paid to the  issuer or  guarantor  of the  securities).
Early repayment of principal on mortgage  pass-through  securities (arising from
prepayments of principal due to the sale of underlying property, refinancing, or
foreclosure, net of fees and costs which may be incurred) may expose a Portfolio
to a lower rate of return upon  reinvestment  of principal.  Also, if a security
subject to repayment has been purchased at a premium, in the event of prepayment
the value of the premium would be lost.

Payment of principal and interest on some mortgage pass-through  securities (but
not the market value of the securities themselves) may be guaranteed by the full
faith and credit of the U. S.  Government (in the case of securities  guaranteed
by GNMA), or by agencies and  instrumentalities  of the U.S.  Government (in the
case of  securities  guaranteed  by  FNMA  or the  Federal  Home  Loan  Mortgage
Corporation ("FHLMC"),  which are supported only by the discretionary  authority
of  the  U.S.  Government  to  purchase  the  agency's  obligations).   Mortgage
pass-through securities created by non-governmental  issuers (such as commercial
banks,  savings and loan  institutions,  private mortgage  insurance  companies,
mortgage bankers and other secondary market issuers) may be supported by various
forms of insurance or guarantees,  including  individual loan,  title,  pool and
hazard  insurance,  and letters of credit,  which may be issued by  governmental
entities, private insurers or the mortgage poolers.

Collateralized  mortgage  obligations  ("CMO's")  are  hybrid  instruments  with
characteristics  of  both  mortgage-backed   bonds  and  mortgage   pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are paid,

                                      B-10
<PAGE>
in most cases,  semi-annually.  CMO's may be  collateralized  by whole  mortgage
loans but are more  typically  collateralized  by portfolios  of mortgage  pass-
through securities guaranteed by GNMA, FHLMC, or FNMA. CMO's are structured into
multiple classes,  with each class bearing a different stated maturity.  Monthly
payments of principal,  including  prepayments,  are first returned to investors
holding the  shortest  maturity  class.  Investors  holding the longer  maturity
classes  receive  principal  only after the first class has been retired.  Other
mortgage related securities include those that directly or indirectly  represent
a  participation  in or are secured by and payable from  mortgage  loans on real
property, such as CMO residuals or stripped mortgage-backed  securities, and may
be structured in classes with rights to receive varying proportions of principal
and interest. Certain of these government interest-only and principal-only fixed
mortgage-backed  securities  may be  considered  liquid under  guidelines  to be
established  by the Board of Trustees,  if, under such  procedures,  they can be
disposed of promptly in the  ordinary  course of business at a value  reasonably
close  to that  used in the  calculation  of net  asset  value  per  share.  Any
interest-only  and  principal-only  securities not determined to be liquid under
these  guidelines  will  be  subject  to  the  Fund's  limitations  on  illiquid
securities as set forth under "Illiquid Securities," above.

SHORT-TERM  INVESTMENTS.  The Fund may invest in any of the following securities
and instruments:

CERTIFICATES OF DEPOSIT,  BANKERS'  ACCEPTANCES AND TIME DEPOSITS.  The Fund may
acquire  certificates  of  deposit,  bankers'  acceptances  and  time  deposits.
Certificates  of  deposit  are  negotiable  certificates  issued  against  funds
deposited  in a  commercial  bank for a  definite  period of time and  earning a
specified  return.  Bankers'  acceptances  are  negotiable  drafts  or  bills of
exchange,  normally  drawn  by an  importer  or  exporter  to pay  for  specific
merchandise,  which are  "accepted"  by a bank,  meaning in effect that the bank
unconditionally  agrees to pay the face  value of the  instrument  on  maturity.
Certificates  of deposit and bankers'  acceptances  acquired by the Fund will be
dollar- denominated obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital,  surplus
and  undivided  profits  in excess  of $100  million  (including  assets of both
domestic and foreign branches),  based on latest published reports, or less than
$100 million if the principal  amount of such bank obligations are fully insured
by the U.S. Government.

In addition to purchasing  certificates of deposit and bankers' acceptances,  to
the extent  permitted  under its investment  objective and policies stated above
and in its  prospectus,  the  Fund  may  make  interest-bearing  time  or  other
interest-bearing  deposits in  commercial  or savings  banks.  Time deposits are
non-negotiable  deposits  maintained  at a banking  institution  for a specified
period of time at a specified interest rate.

COMMERCIAL  PAPER AND  SHORT-TERM  NOTES.  The Fund may  invest a portion of its
assets in commercial  paper and short-term  notes.  Commercial paper consists of
unsecured  promissory notes issued by  corporations.  Issues of commercial paper
and short-term  notes will normally have maturities of less than nine months and
fixed rates of return,  although such  instruments  may have maturities of up to
one year.

Commercial  paper and short-term  notes will consist of issues rated at the time
of purchase  "A-2" or higher by Standard & Poor's  Ratings  Group,  "Prime-1" or

                                      B-11
<PAGE>
"Prime-2" by Moody's  Investors  Service,  Inc.,  or similarly  rated by another
nationally  recognized  statistical rating organization or, if unrated,  will be
determined by the Adviser to be of comparable quality.  These rating symbols are
described in Appendix B.

                             INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by the Fund
and (unless  otherwise  noted) are fundamental and cannot be changed without the
affirmative vote of a majority of the Fund's  outstanding  voting  securities as
defined in the 1940 Act. The Fund may not:

1. Make loans to others,  except (a) through the purchase of debt  securities in
accordance  with its investment  objectives and policies,  (b) to the extent the
entry into a repurchase agreement is deemed to be a loan.

2. (a) Borrow money,  except as stated in the  Prospectus and this SAI. Any such
borrowing will be made only if immediately thereafter there is an asset coverage
of at least 300% of all borrowings.

   (b) Mortgage,  pledge  or hypothecate any  of its assets except in connection
with any such borrowings.

3. Purchase  securities on margin,  participate  on a joint or joint and several
basis in any securities  trading account,  or underwrite  securities.  (Does not
preclude the Fund from obtaining such short- term credit as may be necessary for
the clearance of purchases and sales of its portfolio securities).

4.  Purchase or sell real  estate,  commodities  or commodity  contracts.  (As a
matter of operating policy,  the Board of Trustees may authorize the Fund in the
future to engage in certain activities regarding futures contracts for bona fide
hedging  purposes;  any such  authorization  will be  accompanied by appropriate
notification to shareholders).

5.  Invest 25% or more of the market  value of its assets in the  securities  of
companies  engaged in any one  industry.  (Does not apply to  investment  in the
securities of the U.S. Government, its agencies or instrumentalities.)

6.  Issue  senior  securities,  as  defined  in the 1940 Act,  except  that this
restriction  shall not be  deemed  to  prohibit  the Fund  from (a)  making  any
permitted  borrowings,  mortgages  or pledges,  or (b)  entering  into  options,
futures, forward or repurchase transactions.

7. With  respect to 75% of its total  assets,  invest  more than 5% of its total
assets in  securities  of a single  issuer  or hold more than 10% of the  voting
securities of such issuer.  (Does not apply to  investment in the  securities of
the U.S. Government, its agencies or instrumentalities.)

The Fund observes the following  policies,  which are not deemed fundamental and
which may be changed without shareholder vote. The Fund may not:

8. Invest in any issuer for purposes of exercising control or management.

                                      B-12
<PAGE>
9. Invest in securities of other investment  companies except as permitted under
the 1940 Act.

10. Invest, in the aggregate, more than 15% of its net assets in securities with
legal or contractual  restrictions on resale,  securities  which are not readily
marketable and repurchase agreements with more than seven days to maturity.

11. With respect to fundamental investment restriction 2(a) above, the Fund will
not purchase portfolio securities while outstanding  borrowings exceed 5% of its
assets.

If a  percentage  restriction  described  in the  Prospectus  or in this  SAI is
adhered to at the time of  investment,  a  subsequent  increase or decrease in a
percentage resulting from a change in the values of assets will not constitute a
violation of that restriction,  except with respect to borrowing or the purchase
of restricted or illiquid securities.

                        DISTRIBUTIONS AND TAX INFORMATION

DISTRIBUTIONS.  Dividends from net investment income and distributions  from net
profits from the sale of securities are generally made annually.  Also, the Fund
expects  to  distribute  any  undistributed  net  investment  income on or about
December 31 of each year.  Any net  capital  gains  realized  through the period
ended  October 31 of each year will also be  distributed  by December 31 of each
year.

Each  distribution by the Fund is accompanied by a brief explanation of the form
and character of the  distribution.  In January of each year the Fund will issue
to each  shareholder  a  statement  of the  federal  income  tax  status  of all
distributions.

TAX  INFORMATION.  Each series of the Trust is treated as a separate  entity for
federal  income tax purposes.  The Fund intends to continue to qualify and elect
to be treated as a  "regulated  investment  company"  under  Subchapter M of the
Internal  Revenue Code of 1986 (the "Code"),  provided that it complies with all
applicable  requirements regarding the source of its income,  diversification of
its assets and timing of distributions. It is the Fund's policy to distribute to
its  shareholders  all of its  investment  company  taxable  income  and any net
realized  capital  gains for each fiscal year in a manner that complies with the
distribution  requirements  of the Code, so that the Fund will not be subject to
any federal income tax or excise taxes based on net income.  To avoid the excise
tax,  the Fund  must also  distribute  (or be  deemed  to have  distributed)  by
December 31 of each  calendar  year (i) at least 98% of its ordinary  income for
such year,  (ii) at least 98% of the excess of its realized  capital  gains over
its realized  capital losses for the one-year period ending on October 31 during
such year and  (iii) any  amounts  from the  prior  calendar  year that were not
distributed and on which the Fund paid no federal excise tax.

The Fund's ordinary income  generally  consists of interest and dividend income,
less  expenses.  Net realized  capital gains for a fiscal period are computed by
taking into account any capital loss carryforward of the Fund.

Distributions  of net  investment  income and net  short-term  capital gains are
taxable  to  shareholders  as  ordinary   income.   In  the  case  of  corporate

                                      B-13
<PAGE>
shareholders,  a portion of the distributions may qualify for the intercorporate
dividends-received  deduction to the extent the Portfolio  designates the amount
distributed as a qualifying  dividend.  This designated amount cannot,  however,
exceed the aggregate  amount of qualifying  dividends  received by the Portfolio
for its taxable  year.  The  deduction,  if any, may be reduced or eliminated if
Portfolio  shares held by a corporate  investor are treated as  debt-financed or
are held for fewer than 46 days.

Any  long-term  capital  gain  distributions  are  taxable  to  shareholders  as
long-term  capital  gains  regardless of the length of time they have held their
shares.  Capital gains distributions are not eligible for the dividends-received
deduction referred to in the previous  paragraph.  Distributions of any ordinary
income and net  realized  capital  gains will be  taxable  as  described  above,
whether  received  in  shares or in cash.  Shareholders  who  choose to  receive
distributions  in the form of  additional  shares  will  have a cost  basis  for
federal  income tax  purposes in each share so  received  equal to the net asset
value of a share on the reinvestment  date.  Distributions are generally taxable
when received. However,  distributions declared in October, November or December
to  shareholders  of  record  on a date in such a month  and paid the  following
January are taxable as if received on December 31.  Distributions are includable
in alternative minimum taxable income in computing a shareholder's liability for
the alternative minimum tax.

Under the Code,  the Fund will be  required  to report to the  Internal  Revenue
Service all  distributions of ordinary income and capital gains as well as gross
proceeds from the redemption of Portfolio  shares,  except in the case of exempt
shareholders,   which  includes  most  corporations.   Pursuant  to  the  backup
withholding  provisions  of the Code,  distributions  of any taxable  income and
capital gains and proceeds from the  redemption of Fund shares may be subject to
withholding of federal income tax at the current  maximum federal tax rate of 31
percent in the case of non-exempt shareholders who fail to furnish the Fund with
their taxpayer identification numbers and with required certifications regarding
their  status  under the  federal  income  tax law.  If the  backup  withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in additional shares, will be reduced by the amounts required
to be withheld.  Corporate and other exempt shareholders should provide the Fund
with their  taxpayer  identification  numbers or certify  their exempt status in
order to avoid possible erroneous  application of backup  withholding.  The Fund
reserves  the right to refuse  to open an  account  for any  person  failing  to
certify the person's taxpayer identification number.

The Fund will not be subject to corporate income tax in the State of Delaware as
long as its qualifies as regulated  investment  companies for federal income tax
purposes.  Distributions  and  the  transactions  referred  to in the  preceding
paragraphs may be subject to state and local income taxes, and the tax treatment
thereof may differ from the federal income tax treatment.

The foregoing  discussion of U.S.  federal  income tax law relates solely to the
application  of  that  law to U.S.  citizens  or  residents  and  U.S.  domestic
corporations,  partnerships,  trusts and estates.  Each shareholder who is not a
U.S. person should  consider the U.S. and foreign tax  consequences of ownership
of shares of the Fund,  including the possibility that such a shareholder may be
subject to a U.S.  withholding  tax at a rate of 30 percent  (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary income.

                                      B-14
<PAGE>
In addition, the foregoing discussion of tax law is based on existing provisions
of  the  Code,  existing  and  proposed  regulations  thereunder,   and  current
administrative rulings and court decisions,  all of which are subject to change.
Any such charges could affect the validity of this  discussion.  The  discussion
also  represents  only a  general  summary  of tax  law and  practice  currently
applicable  to the Fund and  certain  shareholders  therein,  and,  as such,  is
subject to change. In particular, the consequences of an investment in shares of
the Fund under the laws of any state, local or foreign taxing  jurisdictions are
not discussed  herein.  Each prospective  investor should consult his or her own
tax advisor to determine the  application  of the tax law and practice in his or
her own particular circumstances.

                         TRUSTEES AND EXECUTIVE OFFICERS

The  Trustees  of the Trust,  who were  elected  for an  indefinite  term by the
initial shareholders of the Trust, are responsible for the overall management of
the Trust, including general supervision and review of the investment activities
of the Fund.  The Trustees,  in turn,  elect the officers of the Trust,  who are
responsible  for  administering  the day-to-day  operations of the Trust and its
separate series. The current Trustees and officers, their affiliations, dates of
birth and  principal  occupations  for the past five years are set forth  below.
Unless noted  otherwise,  each person has held the position listed for a minimum
of five years.

<TABLE>
<CAPTION>
     Name, Address                Position(s) Held     Principal Occupation(s)
        and Age                      With Trust        During Past Five Years
        -------                      ----------        ----------------------
<S>                               <C>               <C>
George J. Rebhan, 7/10/34         Trustee           Retired. Formerly, President Hotchkis
1920 Mission St.                                    and Wiley Fund (mutual funds) from
South Pasadena, CA 91030                            1985 to 1993.

Ashley T. Rabun 5/10/52           Trustee           Founder and Chief Executive Officer,
2161 India St.                                      InvestorReach, Inc. (financial services
San Diego, CA 92101                                 and marketing and distribution
                                                    Consulting).  Formerly, Partner and
                                                    Director, Nicholas-Applegate Capital
                                                    Management (investment management)
                                                    from 1992 to 1996.

James Clayburn LaForce 12/28/28   Trustee           Dean Emeritus, John E. Anderson
P.O. Box 1595                                       Graduate School of Management,
San Diego, CA 92101                                 University of California, Los Angeles.

Robert H. Wadsworth* 1/25/40      Trustee and       President of Investment Company
4455 Camelback Rd.                President         Administration, LLC ("ICA") (mutual
Phoenix, AZ 85018                                   fund administrator and the Trust's
                                                    Administrator) and First Fund
                                                    Distributors, Inc. (registered broker-
                                                    dealer and the Trust's Distributor).
</TABLE>

                                    B-15

<PAGE>
<TABLE>
<CAPTION>
     Name, Address                Position(s) Held     Principal Occupation(s)
        and Age                      With Trust        During Past Five Years
        -------                      ----------        ----------------------
<S>                               <C>               <C>
Robert M. Slotky* 6/16/47         Treasurer         Senior Vice President, ICA since May 1997.
2020 E. Financial Way                               Formerly, instructor of accounting at
Glendora, CA 91741                                  California State University-Northridge
                                                    (1997); Chief Financial Officer, Wanger
                                                    Asset Management L.P. and Treasurer of
                                                    Acorn Investment Trust (1992-1996).
</TABLE>

- ----------
*  Indicates an "interested person" of the Trust as defined in the 1940 Act.

Set forth below is the rate of compensation  received by the following  Trustees
from all  portfolios  of the Trust.  This total  amount is  allocated  among the
portfolios.  Disinterested  Trustees  receive an annual retainer of $7,500.  The
Trustees also receive a fee of $750 for any special meeting or committee meeting
attended  on  a  date  other  than  that  of  a  regularly   scheduled  meeting.
Disinterested  trustees are also reimbursed for expenses in connection with each
Board  meeting  attended.  No other  compensation  or  retirement  benefits were
received by any Trustee or officer from the portfolios of the Trust.

Name of Trustee                             Total Annual Compensation
- ---------------                             -------------------------
George J. Rebhan                                      $7,500
Ashley T. Rabun                                       $7,500
James Clayburn LaForce                                $7,500

As of the date of this SAI,  the  Trustees  and officers of the Trust as a group
did not own more than 1% of the outstanding shares of the Fund.

                          THE FUND'S INVESTMENT ADVISOR

As stated in the Prospectus,  investment  advisory  services are provided to the
Fund by Astrop  Research  Corporation,  the Advisor,  pursuant to an  Investment
Advisory Agreement. (the "Advisory Agreement").  As compensation,  the Fund pays
the Advisor a monthly  management  fee  (accrued  daily)  based upon the average
daily net assets of the Fund at the annual rate of 0.95%.

The Advisory Agreement continues in effect for successive annual periods so long
as such  continuation is approved at least annually by the vote of (1) the Board
of Trustees of the Trust (or a majority of the  outstanding  shares of the Fund,
and (2) a majority of the Trustees who are not  interested  persons of any party
to the Advisory  Agreement,  in each case cast in person at a meeting called for
the purpose of voting on such approval. The Advisory Agreement may be terminated
at any time,  without  penalty,  by either party to the Advisory  Agreement upon
sixty days' written notice and is  automatically  terminated in the event of its
"assignment," as defined in the 1940 Act.

                            THE FUND'S ADMINISTRATOR

The Fund has an Administration Agreement with Investment Company Administration,
LLC (the  "Administrator"),  a corporation  owned and  controlled in part by Mr.
Wadsworth with offices at 4455 E. Camelback Rd., Ste. 261-E,  Phoenix, AZ 85018.

                                      B-16
<PAGE>
The  Administration  Agreement  provides that the Administrator will prepare and
coordinate reports and other materials supplied to the Trustees;  prepare and/or
supervise  the  preparation  and  filing  of all  securities  filings,  periodic
financial reports, prospectuses, statements of additional information, marketing
materials,  tax returns,  shareholder  reports and other  regulatory  reports or
filings required of the Fund;  prepare all required notice filings  necessary to
maintain  the  Fund's  ability  to sell  shares  in all  states  where  the Fund
currently does, or intends to do business; coordinate the preparation,  printing
and  mailing of all  materials  (e.g.,  Annual  Reports)  required to be sent to
shareholders;  coordinate the preparation and payment of Fund related  expenses;
monitor  and  oversee  the  activities  of the Fund's  servicing  agents  (i.e.,
transfer  agent,  custodian,  fund  accountants,  etc.);  review  and  adjust as
necessary  the Fund's  daily  expense  accruals;  and  perform  such  additional
services  as may be  agreed  upon by the  Fund  and the  Administrator.  For its
services, the Administrator receives a monthly fee at the following annual rate:

Average Net Assets                  Fee or Fee Rate
- ------------------                  ---------------
Less than $22.5 million                $45,000
$22.5 to $50 million                      0.20%
$50 to $100 million                       0.15%
$100 to $150 million                      0.10%
Over $150 million                         0.05%

                             THE FUND'S DISTRIBUTOR

First Fund  Distributors,  Inc., (the  "Distributor"),  a corporation  partially
owned  by  Mr.  Paggioli  and  Mr.  Wadsworth,  acts  as  the  Fund's  principal
underwriter  in a continuous  public  offering of the Fund's  shares.  After its
initial  two year term,  the  Distribution  Agreement  between  the Fund and the
Distributor  continues in effect for periods not  exceeding one year if approved
at least  annually by (I) the Board of Trustees or the vote of a majority of the
outstanding  shares of the Fund (as defined in the 1940 Act) and (ii) a majority
of the Trustees who are not interested  persons of any such party,  in each case
cast in person at a meeting  called for the purpose of voting on such  approval.
The  Distribution  Agreement  may be terminated  without  penalty by the parties
thereto upon sixty days' written notice, and is automatically  terminated in the
event of its assignment as defined in the 1940 Act.

The Trust, on behalf of the Fund, has adopted a Distribution  Plan in accordance
with Rule 12b-1 (the  "Plan")  under the 1940 Act that  permits  the Fund to pay
distribution fees for the sale and distribution of its shares. The Plan provides
that the Fund will pay a fee to the Adviser as  Distribution  Coordinator  at an
annual rate of up to 0.25% of the Fund's  average  daily net assets.  The fee is
paid to the  Adviser as  reimbursement  for,  or in  anticipation  of,  expenses
incurred for distribution related activity.

Under the Plan,  the  Trustees  will be  furnished  quarterly  with  information
detailing  the amount of expenses paid under the Plan and the purposes for which
payments were made. The Plan may be terminated at any time by vote of a majority
of the Trustees of the Trust who are not interested persons. Continuation of the
Plan is considered by such Trustees no less frequently than annually.

                                      B-17
<PAGE>
                       EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Advisory Agreement,  the Advisor determines which securities are
to be purchased  and sold by the Fund and which  broker-dealers  are eligible to
execute the Fund's portfolio transactions.  Purchases and sales of securities in
the  over-the-counter   market  will  generally  be  executed  directly  with  a
"market-maker"  unless,  in the  opinion  of the  Advisor,  a better  price  and
execution can otherwise be obtained by using a broker for the transaction.

Purchases of portfolio  securities  for the Fund also may be made  directly from
issuers or from  underwriters.  Where possible,  purchase and sale  transactions
will be effected through dealers (including banks) which specialize in the types
of  securities  which the Fund will be holding,  unless  better  executions  are
available elsewhere. Dealers and underwriters usually act as principal for their
own accounts.  Purchases from underwriters will include a concession paid by the
issuer to the  underwriter  and  purchases  from dealers will include the spread
between the bid and the asked price.  If the execution and price offered by more
than one dealer or underwriter are  comparable,  the order may be allocated to a
dealer or underwriter that has provided  research or other services as discussed
below.

In placing portfolio  transactions,  the Advisor will use its reasonable efforts
to choose  broker-dealers  capable of providing the services necessary to obtain
the most favorable price and execution available.  The full range and quality of
services  available will be considered in making these  determinations,  such as
the size of the order, the difficulty of execution,  the operational  facilities
of the firm involved, the firm's risk in positioning a block of securities,  and
other factors.  In those instances  where it is reasonably  determined that more
than one  broker-dealer  can  offer  the  services  needed  to  obtain  the most
favorable  price and execution  available,  consideration  may be given to those
broker-dealers  which furnish or supply research and statistical  information to
the  Advisor  that  it may  lawfully  and  appropriately  use in its  investment
advisory capacities,  as well as provide other services in addition to execution
services.  The Advisor considers such  information,  which is in addition to and
not in lieu of the services  required to be performed by it under its  Agreement
with the Fund, to be useful in varying  degrees,  but of  indeterminable  value.
Portfolio  transactions may be placed with broker-dealers who sell shares of the
Fund subject to rules adopted by the National Association of Securities Dealers,
Inc.

While it is the Fund's general policy to seek first to obtain the most favorable
price and execution  available in selecting a broker-dealer to execute portfolio
transactions  for  the  Fund,   weight  is  also  given  to  the  ability  of  a
broker-dealer to furnish  brokerage and research  services to the Fund or to the
Advisor,  even if the specific  services are not directly useful to the Fund and
may be  useful  to  the  Advisor  in  advising  other  clients.  In  negotiating
commissions  with a broker or evaluating the spread to be paid to a dealer,  the
Fund may therefore  pay a higher  commission or spread than would be the case if
no weight were given to the furnishing of these supplemental services,  provided
that the amount of such  commission or spread has been  determined in good faith
by the Advisor to be reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer. The standard of reasonableness
is to be  measured in light of the  Advisor's  overall  responsibilities  to the
Fund.

Investment  decisions  for the Fund are made  independently  from those of other
client accounts  or mutual funds  ("Funds")  managed or  advised by the Advisor.

                                      B-18
<PAGE>
Nevertheless,  it is  possible  that  at  times  identical  securities  will  be
acceptable  for both the Fund and one or more of such client  accounts or Funds.
In such event,  the position of the Fund and such client  account(s) or Funds in
the same issuer may vary and the length of time that each may choose to hold its
investment in the same issuer may likewise vary.  However,  to the extent any of
these client accounts or Funds seeks to acquire the same security as the Fund at
the same  time,  the Fund may not be able to  acquire as large a portion of such
security as it desires,  or it may have to pay a higher  price or obtain a lower
yield for such security. Similarly, the Fund may not be able to obtain as high a
price for, or as large an execution of, an order to sell any particular security
at the same time. If one or more of such client accounts or Funds simultaneously
purchases or sells the same  security  that the Fund is  purchasing  or selling,
each day's  transactions in such security will be allocated between the Fund and
all such client  accounts or Funds in a manner deemed  equitable by the Advisor,
taking into  account the  respective  sizes of the accounts and the amount being
purchased or sold. It is recognized  that in some cases this system could have a
detrimental  effect on the price or value of the security insofar as the Fund is
concerned.  In other cases, however, it is believed that the ability of the Fund
to participate  in volume  transactions  may produce  better  executions for the
Fund.

The Fund does not effect securities  transactions  through brokers in accordance
with any formula,  nor does it effect  securities  transactions  through brokers
solely for selling  shares of the Fund,  although the Fund may consider the sale
of  shares as a factor  in  allocating  brokerage.  However,  as  stated  above,
broker-dealers who execute brokerage  transactions may effect purchase of shares
of the Fund for their customers.

                               PORTFOLIO TURNOVER

Although the Fund  generally will not invest for  short-term  trading  purposes,
portfolio  securities may be sold without regard to the length of time they have
been held when, in the opinion of the Advisor, investment considerations warrant
such action. Portfolio turnover rate is calculated by dividing (1) the lesser of
purchases  or sales  of  portfolio  securities  for the  fiscal  year by (2) the
monthly  average of the value of  portfolio  securities  owned during the fiscal
year.  A 100%  turnover  rate would  occur if all the  securities  in the Fund's
portfolio,  with the  exception of  securities  whose  maturities at the time of
acquisition were one year or less, were sold and either  repurchased or replaced
within one year.  A high rate of  portfolio  turnover  (100% or more)  generally
leads to  transaction  costs  and may  result in a  greater  number  of  taxable
transactions. See "Execution of Portfolio Transactions."

                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information  provided below  supplements  the  information  contained in the
Fund's Prospectus regarding the purchase and redemption of Fund shares.

HOW TO BUY  SHARES.  The public  offering  price of Fund shares is the net asset
value. The Fund receives the net asset value. Shares are purchased at the public
offering price next  determined  after the Transfer Agent receives your order in
proper  form.  In most cases,  in order to receive  that day's  public  offering
price,  the  Transfer  Agent must  receive  your order in proper form before the
close of regular trading on the New York Stock Exchange ("NYSE"),  normally 4:00
p.m., Eastern time.

                                      B-19
<PAGE>
The NYSE  annually  announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day,  Presidents' Day, Good Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
However, the NYSE may close on days not included in that announcement.

The Trust reserves the right in its sole discretion (i) to suspend the continued
offering of the Fund's  shares,  (ii) to reject  purchase  orders in whole or in
part when in the judgment of the Advisor or the Distributor such rejection is in
the best  interest  of the Fund,  and (iii) to reduce or waive the  minimum  for
initial  and  subsequent  investments  for certain  fiduciary  accounts or under
circumstances  where  certain  economies  can be achieved in sales of the Fund's
shares.

How to Sell  Shares.  You can sell your Fund shares any day the NYSE is open for
regular trading. The Fund may require  documentation for the sale of shares by a
corporation,  partnership,  agent or  fiduciary,  or a  surviving  joint  owner.
Contact the Transfer Agent for details.

SIGNATURE  GUARANTEES.  If you sell shares having a net asset value of $10,000 a
signature  guarantee  is  required.   Certain  other   transactions,   including
redemptions,  also require a signature  guarantee.  Signature  guarantees may be
obtained from a bank,  broker-dealer,  credit union (if  authorized  under state
law),   securities   exchange  or   association,   clearing  agency  or  savings
institution. A notary public cannot provide a signature guarantee.

DELIVERY OF REDEMPTION PROCEEDS. Payments to shareholders for shares of the Fund
redeemed  directly  from the Fund will be made as promptly  as  possible  but no
later than seven days after receipt by the Fund's  Transfer Agent of the written
request in proper  form,  with the  appropriate  documentation  as stated in the
Prospectus, except that the Fund may suspend the right of redemption or postpone
the date of payment during any period when (a) trading on the NYSE is restricted
as  determined  by the SEC or the NYSE is closed  for other  than  weekends  and
holidays;  (b) an emergency  exists as determined by the SEC making  disposal of
portfolio  securities  or  valuation  of net  assets of the Fund not  reasonably
practicable;  or (c)  for  such  other  period  as the SEC  may  permit  for the
protection of the Fund's shareholders. Under unusual circumstances, the Fund may
suspend  redemptions,  or postpone payment for more than seven days, but only as
authorized by SEC rules.

The value of shares on  redemption  or  repurchase  may be more or less than the
investor's  cost,  depending  upon  the  market  value of the  Fund's  portfolio
securities at the time of redemption or repurchase.

TELEPHONE  REDEMPTIONS.  Shareholders must have selected telephone  transactions
privileges on the Account Application when opening a Fund account.  Upon receipt
of any  instructions or inquiries by telephone from a shareholder or, if held in
a joint  account,  from  either  party,  or from any person  claiming  to be the
shareholder,  the  Fund  or its  agent  is  authorized,  without  notifying  the
shareholder  or joint  account  parties,  to carry  out the  instructions  or to
respond to the  inquiries,  consistent  with the service  options  chosen by the
shareholder or joint shareholders in his or their latest Account  Application or
other written request for services,  including purchasing or redeeming shares of
the Fund and depositing and withdrawing  monies from the bank account  specified

                                      B-20
<PAGE>
in the Bank Account  Registration  section of the  shareholder's  latest Account
Application or as otherwise properly specified to the Fund in writing.

The Transfer Agent will employ these and other reasonable  procedures to confirm
that instructions  communicated by telephone are genuine;  if it fails to employ
reasonable  procedures,  the Fund and the  Transfer  Agent may be liable for any
losses due to unauthorized or fraudulent  instructions.  If these procedures are
followed,  an  investor  agrees,  however,  that  to  the  extent  permitted  by
applicable  law,  neither  the Fund nor its agents  will be liable for any loss,
liability, cost or expense arising out of any redemption request,  including any
fraudulent or unauthorized request. For information, consult the Transfer Agent.

During  periods of unusual  market  changes and  shareholder  activity,  you may
experience delays in contacting the Transfer Agent by telephone.  In this event,
you may  wish to  submit a  written  redemption  request,  as  described  in the
Prospectus.  The  Telephone  Redemption  Privilege may be modified or terminated
without notice.

REDEMPTIONS-IN-KIND.  The  Trust  has filed an  election  under  SEC Rule  18f-1
committing  to pay in cash all  redemptions  by a  shareholder  of  record up to
amounts  specified  by the rule (in excess of the lesser of (i) $250,000 or (ii)
1% of the Fund's assets).  The Fund has reserved the right to pay the redemption
price of its  shares in  excess of the  amounts  specified  by the rule,  either
totally or partially, by a distribution in kind of portfolio securities (instead
of cash).  The securities so  distributed  would be valued at the same amount as
that  assigned to them in  calculating  the net asset value for the shares being
sold. If a shareholder  receives a distribution in kind, the  shareholder  could
incur brokerage or other charges in converting the securities to cash.

AUTOMATIC INVESTMENT PLAN. As discussed in the Prospectus,  the Fund provides an
Automatic  Investment Plan for the convenience of investors who wish to purchase
shares of the Fund on a regular basis. All record keeping and custodial costs of
the  Automatic  Investment  Plan are paid by the Fund.  The market  value of the
Fund's  shares is subject to  fluctuation,  so before  undertaking  any plan for
systematic investment,  the investor should keep in mind that this plan does not
assure a profit nor protect against depreciation in declining markets.

                          DETERMINATION OF SHARE PRICE

As noted in the Prospectus,  the net asset value and offering price of shares of
the Fund will be determined  once daily as of the close of public trading on the
NYSE  (normally  4:00 p.m.,  Eastern time) on each day that the NYSE is open for
trading. The Fund does not expect to determine the net asset value of its shares
on any day when the NYSE is not  open for  trading  even if there is  sufficient
trading in its portfolio  securities  on such days to materially  affect the net
asset value per share.  However, the net asset value of the Fund's shares may be
determined  on days the NYSE is closed or at times  other than 4:00 p.m.  if the
Board of Trustees decides it is necessary.

In valuing the Fund's assets for calculating net asset value, readily marketable
portfolio  securities listed on a national  securities exchange or on NASDAQ are
valued at the last sale  price on the  business  day as of which  such  value is
being  determined.  If there has been no sale on such  exchange  or on NASDAQ on

                                      B-21
<PAGE>
such day, the  security is valued at the closing bid price on such day.  Readily
marketable  securities  traded  only in the  over-the-counter  market and not on
NASDAQ are valued at the current or last bid price.  If no bid is quoted on such
day, the security is valued by such method as the Board of Trustees of the Trust
shall  determine in good faith to reflect the security's  fair value.  All other
assets of the Fund are valued in such  manner as the Board of  Trustees  in good
faith deems appropriate to reflect their fair value.

The net  asset  value  per  share  of the Fund is  calculated  as  follows:  all
liabilities  incurred or accrued are deducted from the valuation of total assets
which includes accrued but  undistributed  income;  the resulting net assets are
divided  by the  number  of shares  of the Fund  outstanding  at the time of the
valuation  and the result  (adjusted to the nearest cent) is the net asset value
per share.

                             PERFORMANCE INFORMATION

From time to time,  the Fund may state its total  return in  advertisements  and
investor  communications.  Total return may be stated for any relevant period as
specified in the advertisement or communication.  Any statements of total return
will be accompanied by information on the Fund's average annual  compounded rate
of return for the most recent one, five and ten year periods, or shorter periods
from  inception,  through the most recent  calendar  quarter.  The Fund may also
advertise  aggregate and average total return information over different periods
of time.

The Fund's total return may be compared to relevant indices,  including Standard
& Poor's 500 Composite  Stock Index and indices  published by Lipper  Analytical
Services,  Inc.  From time to time,  evaluations  of the Fund's  performance  by
independent  sources  may  also  be used in  advertisements  and in  information
furnished to present or prospective investors in the Fund.

Investors  should note that the  investment  results of the Fund will  fluctuate
over time, and any presentation of the Fund's total return for any period should
not be considered as a representation  of what an investment may earn or what an
investor's total return may be in any future period.

The Fund's average annual  compounded  rate of return is determined by reference
to a hypothetical  $1,000  investment  that includes  capital  appreciation  and
depreciation for the stated period, according to the following formula:

                                        n
                                  P(1+T)  = ERV

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

Aggregate  total  return is  calculated  in a similar  manner,  except  that the
results are not  annualized.  Each  calculation  assumes that all  dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

                                      B-22
<PAGE>
                               GENERAL INFORMATION

Investors in the Fund will be informed of the Fund's progress  through  periodic
reports.  Financial  statements certified by independent public accountants will
be submitted to shareholders at least annually.

Firstar Institutional  Custody Services,  located at 425 Walnut St., Cincinnati,
Ohio 45201 acts as Custodian of the securities and other assets of the Fund. ICA
Fund Services  Corp.,  4455 East Camelback Rd., Ste. 261-E,  Phoenix,  AZ 85018,
acts as the Fund's  transfer and  shareholder  service agent.  The Custodian and
Transfer Agent do not participate in decisions relating to the purchase and sale
of securities by the Fund.

____________________________ are the independent auditors for the Fund.

Paul,  Hastings,  Janofsky & Walker LLP, 345 California Street,  29th Floor, San
Francisco, California 94104, are legal counsel to the Fund.

The Trust was  organized as a Delaware  business  trust on April 27,  1999.  The
Agreement  and  Declaration  of Trust  permits the Board of Trustees to issue an
limited number of full and fractional shares of beneficial interest, without par
value,  which may be issued in any number of series.  The Board of Trustees  may
from time to time issue other series,  the assets and  liabilities of which will
be separate and distinct from any other series.

Shares  issued  by the Fund  have no  preemptive,  conversion,  or  subscription
rights.  Shareholders  have  equal  and  exclusive  rights as to  dividends  and
distributions  as  declared  by the Fund and to the net  assets of the Fund upon
liquidation or dissolution.  The Fund, as a separate series of the Trust,  votes
separately on matters  affecting  only the Fund (e.g.,  approval of the Advisory
Agreement);  all series of the Trust vote as a single class on matters affecting
all  series  jointly  or the Trust as a whole  (e.g.,  election  or  removal  of
Trustees).  Voting rights are not  cumulative,  so that the holders of more than
50% of the shares  voting in any  election of  Trustees  can, if they so choose,
elect all of the  Trustees.  While the Trust is not required and does not intend
to hold annual  meetings of  shareholders,  such  meetings  may be called by the
Trustees  in their  discretion,  or upon demand by the holders of 10% or more of
the  outstanding  shares of the Trust,  for the  purpose of electing or removing
Trustees.

                                      B-23
<PAGE>
                                   APPENDIX A
                             CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be of the best quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or fluctuations or protective  elements
may be of greater  amplitude or there may be other  elements  present which make
long-term risks appear somewhat larger than in Aaa securities.

A: 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.

Ba:  Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered as  well-assured.  Often the  protection of interest
and principal  payments may be very moderate,  and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B: 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.

Ca: Bonds which are rated Ca represent  obligations  which are  speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest  rated  class of bonds,  and issues so
rated can be regarded as having  extremely poor prospectus of ever attaining any
real investment standing.

                                      B-24
<PAGE>
Moody's  applies  numerical  modifiers,  1,  2  and  3 in  each  generic  rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modified 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.

STANDARD & POOR'S RATINGS GROUP

AAA: Bonds rated AAA are highest grade debt  obligations.  This rating indicates
an extremely strong capacity to pay principal and interest.

AA: Bonds rated AA also qualify as high-quality  debt  obligations.  Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A: Bonds rated A have a strong capacity to pay principal and interest,  although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.

BBB:  Bonds  rated  BBB are  regarded  as  having an  adequate  capacity  to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

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

BB:  Bonds  rated BB have less  near-term  vulnerability  to default  than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied BBB- rating.

B: Bonds rated B has a greater  vulnerability  to default but  currently has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay  principal.  The B rating  category is also used for debt
subordinated  to senior  debt that is  assigned  an actual or  implied BB or BB-
rating.

CCC: Bonds rated CCC have a currently identifiable  vulnerability to default and
are dependent upon favorable  business,  financial,  and economic  conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business,  financial,  or economic conditions,  it is not likely to have
the  capacity to pay interest and repay  principal.  The CCC rating  category is
also used for debt  subordinated  to senior  debt that is  assigned an actual or
implied B or B- rating.

CC: The rating CC typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt  rating.  The C rating may be used to
cover a situation where a bankruptcy  petition has been filed,  but debt service
payments are continued.

CI: The rating CI is  reserved  for income  bonds on which no  interest is being
paid.

D: Bonds  rated D are in payment  default.  The D rating  category  is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired,  unless S&P believes that such payments
are jeopardized.

Plus  (+) or  Minus  (-):  The  ratings  from AA to CCC may be  modified  by the
additional  of a plus or minus  sign to show  relative  standing  with the major
categories.

                                      B-25
<PAGE>
                                   APPENDIX B
                            COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE, INC.

Prime-1--Issuers  (or related  supporting  institutions)  rated "Prime-1" have a
superior ability for repayment of senior short-term debt obligations.  "Prime-1"
repayment   ability  will  often  be   evidenced   by  many  of  the   following
characteristics:  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.

Prime-2--Issuers  (or related  supporting  institutions)  rated "Prime-2" have a
strong ability for repayment of senior  short-term debt  obligations.  This will
normally 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 alternative liquidity is maintained.

STANDARD & POOR'S RATINGS GROUP

A-1--This highest category  indicates that the degree of safety regarding timely
payment is strong.  Those issues  determined to possess  extremely strong safety
characteristics are denoted with a plus (+) sign designation.

A-2--Capacity   for  timely   payment  on  issues  with  this   designation   is
satisfactory.  However,  the  relative  degree  of  safety is not as high as for
issues designated "A-1".

                                      B-26
<PAGE>
                          TRUST FOR INVESTMENT MANAGERS
                                     PART C

ITEM 23. EXHIBITS.

      (1) Agreement and Declaration of Trust (1)
      (2) By-Laws (1)
      (3) Specimen Share Certificate (2)
      (4) Form of Investment Advisory Agreement
      (5) Form of Distribution  Agreement
      (6) Not applicable
      (7) Form of Custodian Agreement (2)
      (8) (a) Form of Administration Agreement (2)
          (b) Form of Fund Accounting Service Agreement
          (c) Form of Transfer Agency and Service Agreement
          (d) Expense Reimbursement Agreement
      (9) Form of opinion of Counsel
     (10) Powers of Attorney (3)
     (11) Not applicable
     (12) Not applicable
     (13) Distribution Plan
     (14) Not applicable
     (15) Not applicable

- ----------
(1)  Incorporated by reference from Registrant's initial Registration  Statement
     on Form N-1A (File No. 333-80993) filed on June 18, 1999.
(2)  Incorporated   by  reference   from   Pre-Effective   Amendment  No.  1  to
     Registrant's Registration Statement on Form N-1A (File No. 333-80993) filed
     on September 17, 1999.
(3)  Incorporated   by  reference  from   Post-Effective   Amendment  No.  1  to
     Registrant's Registration Statement on Form N-1A (File No. 333-80993) filed
     on October 13, 1999.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

     None.

ITEM 25. INDEMNIFICATION

     Article VI of Registrant's By-Laws states as follows:

     Section  1.  AGENTS,  PROCEEDINGS  AND  EXPENSES.  For the  purpose of this
Article, "agent" means any person who is or was a Trustee,  officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee,  director,  officer,  employee or agent of another  foreign or domestic
corporation,  partnership,  joint  venture,  trust or other  enterprise or was a
Trustee,  director,  officer,  employee  or  agent  of  a  foreign  or  domestic
corporation which was a predecessor of another enterprise at the request of such
<PAGE>
predecessor  entity;  "proceeding"  means any  threatened,  pending or completed
action or proceeding, whether civil, criminal,  administrative or investigative;
and "expenses"  includes without limitation  attorney's fees and any expenses of
establishing a right to indemnification under this Article.

     Section 2.  ACTIONS  OTHER THAN BY TRUST.  This Trust shall  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  (other than an action by or in the right of this Trust) by reason of
the fact that such  person is or was an agent of this Trust,  against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection  with such  proceeding,  if it is determined  that person acted in
good faith and reasonably believed:

     (a)  in the case of conduct in his  official  capacity  as a Trustee of the
          Trust, that his conduct was in the Trust's best interests, and

     (b)  in all other  cases,  that his conduct was at least not opposed to the
          Trust's best interests, and

     (c)  in the case of a criminal proceeding,  that he had no reasonable cause
          to believe the conduct of that person was unlawful.

     The  termination  of  any  proceeding  by  judgment,   order,   settlement,
conviction  or upon a plea of nolo  contendere  or its  equivalent  shall not of
itself create a  presumption  that the person did not act in good faith and in a
manner which the person reasonably  believed to be in the best interests of this
Trust or that the  person had  reasonable  cause to  believe  that the  person's
conduct was unlawful.

     Section 3. ACTIONS BY THE TRUST.  This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or  completed  action by or in the right of this Trust to procure a judgment  in
its favor by  reason  of the fact  that  that  person is or was an agent of this
Trust,  against  expenses  actually  and  reasonably  incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.

     Section 4. EXCLUSION OF  INDEMNIFICATION.  Notwithstanding any provision to
the contrary contained herein,  there shall be no right to  indemnification  for
any  liability  arising  by reason of  willful  misfeasance,  bad  faith,  gross
negligence,  or the reckless  disregard of the duties involved in the conduct of
the agent's office with this Trust.

     No indemnification shall be made under Sections 2 or 3 of this Article:

     (a)  In  respect  of any claim,  issue,  or matter as to which that  person
          shall  have been  adjudged  to be liable  on the basis  that  personal
          benefit was  improperly  received  by him,  whether or not the benefit
          resulted from an action taken in the person's official capacity; or
<PAGE>
     (b)  In respect of any claim, issue or matter as to which that person shall
          have been  adjudged to be liable in the  performance  of that person's
          duty to this  Trust,  unless and only to the extent  that the court in
          which that action was brought shall determine upon application that in
          view of all the  circumstances of the case, that person was not liable
          by  reason  of the  disabling  conduct  set  forth  in  the  preceding
          paragraph and is fairly and  reasonably  entitled to indemnity for the
          expenses which the court shall determine; or

     (c)  of amounts paid in settling or otherwise  disposing of a threatened or
          pending  action,  with  or  without  court  approval,  or of  expenses
          incurred in defending a threatened or pending  action which is settled
          or otherwise  disposed of without court approval,  unless the required
          approval set forth in Section 6 of this Article is obtained.

     Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this  Article or in defense of any claim,  issue or matter
therein,  before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in  connection  therewith,  provided  that the  Board of  Trustees,
including a majority who are disinterested,  non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.

     Section  6.  REQUIRED  APPROVAL.  Except as  provided  in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination  that  indemnification  of
the  agent  is  proper  in the  circumstances  because  the  agent  has  met the
applicable  standard of conduct set forth in Sections 2 or 3 of this Article and
is not  prohibited  from  indemnification  because of the disabling  conduct set
forth in Section 4 of this Article, by:

     (a)  A majority vote of a quorum consisting of Trustees who are not parties
          to the  proceeding  and are not  interested  persons  of the Trust (as
          defined in the Investment Company Act of 1940); or

     (b)  A written opinion by an independent legal counsel.

     Section  7.  ADVANCE  OF  EXPENSES.  Expenses  incurred  in  defending  any
proceeding  may be advanced by this Trust  before the final  disposition  of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount  of the  advance  if it is  ultimately  determined  that he or she is not
entitled to  indemnification,  together  with at least one of the following as a
condition to the advance: (i)security for the undertaking; or (ii) the existence
of insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion,  based on a review of readily
available  facts that there is reason to believe that the agent  ultimately will
<PAGE>
be found  entitled to  indemnification.  Determinations  and  authorizations  of
payments under this Section must be made in the manner specified in Section 6 of
this Article for determining that the indemnification is permissible.

     Section 8. OTHER  CONTRACTUAL  RIGHTS.  Nothing  contained  in this Article
shall affect any right to  indemnification  to which persons other than Trustees
and officers of this Trust or any subsidiary  hereof may be entitled by contract
or otherwise.

     Section 9. LIMITATIONS.  No  indemnification or advance shall be made under
this Article,  except as provided in Sections 5 or 6 in any circumstances  where
it appears:

     (a)  that it would be  inconsistent  with a provision of the  Agreement and
          Declaration of Trust of the Trust,  a resolution of the  shareholders,
          or an agreement in effect at the time of accrual of the alleged  cause
          of  action  asserted  in the  proceeding  in which the  expenses  were
          incurred  or other  amounts  were paid which  prohibits  or  otherwise
          limits indemnification; or

     (b)  that it would be inconsistent with any condition  expressly imposed by
          a court in approving a settlement.

     Section  10.  INSURANCE.  Upon and in the event of a  determination  by the
Board of  Trustees of this Trust to purchase  such  insurance,  this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's  status as such, but only to the extent that this Trust would
have  the  power to  indemnify  the  agent  against  that  liability  under  the
provisions  of this Article and the Agreement  and  Declaration  of Trust of the
Trust.

     Section 11.  FIDUCIARIES  OF EMPLOYEE  BENEFIT PLAN.  This Article does not
apply  to any  proceeding  against  any  Trustee,  investment  manager  or other
fiduciary of an employee  benefit plan in that person's  capacity as such,  even
though that person may also be an agent of this Trust as defined in Section 1 of
this  Article.  Nothing  contained  in this  Article  shall  limit  any right to
indemnification to which such a Trustee,  investment manager, or other fiduciary
may be  entitled  by contract or  otherwise  which shall be  enforceable  to the
extent permitted by applicable law other than this Article.

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

     With  respect  to the  Investment  Adviser,  the  response  to this item is
incorporated  by  reference  to the  Adviser's  Form ADV, as  amended,  File No.
801-702.

ITEM 27. PRINCIPAL UNDERWRITERS.

     (a)  The  Registrant's   principal   underwriter  also  acts  as  principal
underwriter for the following investment companies:

                  Advisors Series Trust
                  Brandes Investment Trust
                  Fleming Mutual Fund Group
                  Fremont Mutual Funds
                  Guinness Flight Investment Funds
                  Jurika & Voyles Fund Group
                  Kayne Anderson Mutual Funds
                  Masters' Select Investment Trust
                  O'Shaughnessy Funds, Inc.
                  PIC  Investment  Trust
                  Purisima Funds
                  Rainier Investment Management Mutual Funds
                  RNC Mutual Fund Group
                  Professionally Managed Portfolios

     (b) The following information is furnished with respect to the officers and
directors of First Fund Distributors, Inc.:

                              Position and Offices                Position and
Name and Principal            with Principal                      Offices with
Business Address              Underwriter                         Registrant
- ----------------              -----------                         ----------

Robert H. Wadsworth           President and                       Trustee
4455 E. Camelback Road        Treasurer
Suite 261E
Phoenix, AZ  85018

Eric M. Banhazl               Vice President                      None
2020 E. Financial Way
Glendora, CA 91741

Steven J. Paggioli            Vice President and                  None
915 Broadway                  Secretary
New York, New York 10010

     (c) Not applicable.
<PAGE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

     The  accounts,  books and other  documents  required  to be  maintained  by
Registrant  pursuant to Section 31(a) of the Investment  Company Act of 1940 and
the  rules  promulgated  thereunder  are  in  the  possession  the  Registrant's
custodian  and  transfer  agent,  except  those  records  relating to  portfolio
transactions and the basic  organizational and Trust documents of the Registrant
(see  Subsections  (2) (iii).  (4),  (5),  (6),  (7), (9), (10) and (11) of Rule
31a-1(b)),  which, with respect to portfolio transactions are kept by the Fund's
Advisor at its address set forth in the  prospectus  and statement of additional
information and with respect to trust documents by its  administrator at 2020 E.
Financial Way, Suite 100, Glendora, CA 91741.

ITEM 29. MANAGEMENT SERVICES.

     There are no management-related  service contracts not discussed in Parts A
and B.

ITEM 30. UNDERTAKINGS

     The registrant undertakes:

     (a)  To furnish  each person to whom a  Prospectus  is  delivered a copy of
          Registrant's  latest annual report to  shareholders,  upon request and
          without charge.

     (b)  If  requested  to do so by the  holders of at least 10% of the Trust's
          outstanding shares, to call a meeting of shareholders for the purposes
          of voting  upon the  question  of removal of a director  and assist in
          communications with other shareholders.
<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 amendment to
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereto  duly  authorized,  in the City of  Phoenix  in the State of  Arizona on
February 16, 2000.

                                  TRUST FOR INVESTMENT MANAGERS

                                  By /s/ Robert H. Wadsworth
                                     ---------------------------------
                                     Robert H. Wadsworth
                                     President

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


/s/ Robert H. Wadsworth                Trustee            February 16, 2000
- ---------------------------
Robert H. Wadsworth


/s/ Robert M. Slotky                   Principal          February 16, 2000
- ---------------------------
Robert M. Slotky                       Financial
                                       Officer

George J. Rebhan*                      Trustee            February 16, 2000
- ---------------------------
George T. Rebhan


Ashley T. Rabun*                       Trustee            February 16, 2000
- ---------------------------
Ashley T. Rabun


James Clayburn Laforce*                Trustee            February 16, 2000
- ---------------------------
James Clayburn LaForce


* By: /s/ Robert H. Wadsworth
      --------------------------
      Robert H. Wadsworth, Attorney-in-Fact under powers of
      attorney as filed with Post-Effective Amendment No. 1
      to the Registration Statement filed on October 13, 1999
<PAGE>
                                    EXHIBITS

Exhibit No.        Description
- -----------        -----------

99B.4              Form of Advisory Agreement
99B.5              Form of Distribution Agreement
99B.8.B            Form of Fund Accounting Service Agreement
99B.8.C            Form of Transfer Agency and Service Agreement
99B.8.D            Form of Expense Reimbursement Agreement
99B.9              Form of opinion letter
99B.13             12b-1 Plan

                          TRUST FOR INVESTMENT MANAGERS

                          INVESTMENT ADVISORY AGREEMENT


     THIS  INVESTMENT  ADVISORY  AGREEMENT is made as of the___ day of ________,
2000, by and between Trust for Investment  Managers,  a Delaware  business trust
(hereinafter  called  the  "Trust"),  on behalf of the  following  series of the
Trust,  First  Internet  Fund (the "Fund") and Astrop  Research  Corporation,  a
Georgia corporation (hereinafter called the "Advisor").

                                   WITNESSETH:

     WHEREAS, the Trust is an open-end management investment company, registered
as such under the Investment Company Act of 1940 (the "Investment Company Act");
and

     WHEREAS,  the Fund is a series  of the Trust  having  separate  assets  and
liabilities; and

     WHEREAS,  the Advisor is  registered  as an  investment  adviser  under the
Investment  Advisers  Act of 1940 (the  "Advisers  Act") and is  engaged  in the
business of supplying investment advice as an independent contractor; and

     WHEREAS,  the Trust  desires  to retain the  Advisor  to render  advice and
services to the Fund pursuant to the terms and provisions of this Agreement, and
the Advisor desires to furnish said advice and services;

     NOW,  THEREFORE,  in consideration of the covenants and the mutual promises
hereinafter set forth,  the parties to this  Agreement,  intending to be legally
bound hereby, mutually agree as follows:

     1.  APPOINTMENT  OF ADVISOR.  The Trust hereby  employs the Advisor and the
Advisor hereby accepts such employment,  to render investment advice and related
services  with respect to the assets of the Fund for the period and on the terms
set forth in this  Agreement,  subject to the  supervision  and direction of the
Trust's Board of Trustees.

     2. DUTIES OF ADVISOR.

          (a) GENERAL DUTIES. The Advisor shall act as investment adviser to the
Fund  and  shall  supervise  investments  of the Fund on  behalf  of the Fund in
accordance with the investment objectives, policies and restrictions of the Fund
as set forth in the Fund's and Trust's governing documents,  including,  without
limitation,  the Trust's  Agreement and  Declaration  of Trust and By-Laws;  the
Fund's  prospectus,  statement of additional  information and undertakings;  and
such other limitations, policies and procedures as the Trustees  may impose from

                                       -1-
<PAGE>
time to time in writing to the Advisor. In providing such services,  the Advisor
shall at all times adhere to the  provisions and  restrictions  contained in the
federal securities laws,  applicable state securities laws, the Internal Revenue
Code, the Uniform Commercial Code and other applicable law.

          Without  limiting the generality of the foregoing,  the Advisor shall:
(i)  furnish  the Fund with  advice  and  recommendations  with  respect  to the
investment  of the  Fund's  assets  and  the  purchase  and  sale  of  portfolio
securities for the Fund,  including the taking of such steps as may be necessary
to implement such advice and recommendations  (E.G.,  placing the orders);  (ii)
manage  and  oversee  the  investments  of the  Fund,  subject  to the  ultimate
supervision  and direction of the Trust's Board of Trustees;  (iii) vote proxies
for the Fund, file ownership reports under Section 13 of the Securities Exchange
Act of 1934 for the Fund,  and take other  actions  on behalf of the Fund;  (iv)
maintain the books and records  required to be  maintained by the Fund except to
the  extent  arrangements  have  been  made for such  books  and  records  to be
maintained  by the  administrator  or  another  agent of the Fund;  (v)  furnish
reports, statements and other data on securities,  economic conditions and other
matters  related  to the  investment  of the  Fund's  assets  which  the  Fund's
administrator  or  distributor  or the  officers  of the  Trust  may  reasonably
request;  and (vi) render to the Trust's  Board of Trustees  such  periodic  and
special  reports with respect to the Fund's  investment  activities as the Board
may reasonably  request,  including at least one in-person  appearance  annually
before the Board of Trustees.

          (b) BROKERAGE.  The Advisor shall be responsible  for decisions to buy
and  sell  securities  for  the  Fund,  for  broker-dealer  selection,  and  for
negotiation of brokerage  commission rates,  provided that the Advisor shall not
direct  order to an  affiliated  person of the  Advisor  without  general  prior
authorization  to use such affiliated  broker or dealer for the Trust's Board of
Trustees.   The  Advisor's  primary  consideration  in  effecting  a  securities
transaction  will be  execution  at the most  favorable  price.  In  selecting a
broker-dealer to execute each particular  transaction,  the Advisor may take the
following into  consideration:  the best net price  available;  the reliability,
integrity  and  financial  condition  of  the  broker-dealer;  the  size  of and
difficulty in executing the order; and the value of the expected contribution of
the  broker-dealer  to the  investment  performance  of the Fund on a continuing
basis.  The price to the Fund in any transaction may be less favorable than that
available from another  broker-dealer if the difference is reasonably  justified
by other aspects of the portfolio execution services offered.

          Subject to such  policies  as the Board of  Trustees  of the Trust may
determine,  the Advisor shall not be deemed to have acted  unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having  caused the Fund to pay a broker or dealer  that  provides  (directly  or
indirectly)  brokerage  or  research  services  to  the  Advisor  an  amount  of
commission  for  effecting  a portfolio  transaction  in excess of the amount of
commission  another  broker or dealer  would have  charged  for  effecting  that
transaction,  if the  Advisor  determines  in good  faith  that  such  amount of
commission was reasonable in relation to the value of the brokerage and research
services  provided  by such  broker or  dealer,  viewed in terms of either  that
particular transaction or the Advisor's overall responsibilities with respect to
the Trust. The Advisor is further authorized to allocate the orders placed by it
on behalf of the Fund to such  brokers or dealers who also  provide  research or

                                       -2-
<PAGE>
statistical  material,  or other  services,  to the Trust,  the Advisor,  or any
affiliate of either. Such allocation shall be in such amounts and proportions as
the Advisor shall  determine,  and the Advisor shall report on such  allocations
regularly to the Trust,  indicating the  broker-dealers to whom such allocations
have  been  made and the basis  therefor.  The  Advisor  is also  authorized  to
consider  sales of shares as a factor in the  selection of brokers or dealers to
execute portfolio  transactions,  subject to the requirements of best execution,
I.E., that such brokers or dealers are able to execute the order promptly and at
the best obtainable securities price.

          On occasions when the Advisor deems the purchase or sale of a security
to be in the best interest of the Fund as well as of other clients, the Advisor,
to the extent  permitted by applicable laws and  regulations,  may aggregate the
securities  to be so  purchased  or sold in order to obtain  the most  favorable
price or lower brokerage  commissions and the most efficient execution.  In such
event,  allocation  of the  securities  so  purchased  or  sold,  as well as the
expenses incurred in the transaction,  will be made by the Advisor in the manner
it  considers  to be the  most  equitable  and  consistent  with  its  fiduciary
obligations to the Fund and to such other clients.

     3. Representations of the Advisor.

          (a) The Advisor  shall use its best  judgment and efforts in rendering
the advice and services to the Fund as contemplated by this Agreement.

          (b)  The  Advisor  shall  maintain  all  licenses  and   registrations
necessary to perform its duties hereunder in good order.

          (c)  The  Advisor  shall  conduct  its  operations  at  all  times  in
conformance  with the Advisers Act, the  Investment  Company Act , and any other
applicable state and/or self-regulatory organization regulations.

          (d) The Advisor shall  maintain  errors and omissions  insurance in an
amount at least equal to that  disclosed to the Board of Trustees in  connection
with their approval of this Agreement.

     4. INDEPENDENT  CONTRACTOR.  The Advisor shall, for all purposes herein, be
deemed to be an independent  contractor,  and shall,  unless otherwise expressly
provided and  authorized to do so, have no authority to act for or represent the
Trust or the Fund in any way,  or in any way be deemed an agent for the Trust or
for the Fund.  It is  expressly  understood  and agreed that the  services to be
rendered by the Advisor to the Fund under the  provisions of this  Agreement are
not to be deemed  exclusive,  and the Advisor shall be free to render similar or
different  services  to others so long as its  ability  to render  the  services
provided for in this Agreement shall not be impaired thereby.

     5. ADVISOR'S  PERSONNEL.  The Advisor shall,  at its own expense,  maintain
such staff and  employ or retain  such  personnel  and  consult  with such other
persons  as it  shall  from  time  to  time  determine  to be  necessary  to the

                                       -3-
<PAGE>
performance  of its  obligations  under this  Agreement.  Without  limiting  the
generality  of the  foregoing,  the staff and  personnel of the Advisor shall be
deemed to  include  persons  employed  or  retained  by the  Advisor  to furnish
statistical  information,   research,  and  other  factual  information,  advice
regarding economic factors and trends, information with respect to technical and
scientific  developments,  and such other information,  advice and assistance as
the Advisor or the Trust's Board of Trustees may desire and reasonably request.

     6. EXPENSES.

     (a) With  respect  to the  operation  of the  Fund,  the  Advisor  shall be
responsible  for  (i)  providing  the  personnel,  office  space  and  equipment
reasonably  necessary  for the  operation  of the  Fund,  (ii) the  expenses  of
printing and distributing  extra copies of the Fund's  prospectus,  statement of
additional information,  and sales and advertising materials (but not the legal,
auditing or accounting fees attendant thereto) to prospective investors (but not
to existing shareholders),  and (iii) the costs of any special Board of Trustees
meetings  or  shareholder  meetings  convened  for the  primary  benefit  of the
Advisor.  If the Advisor has agreed to limit the operating expenses of the Fund,
the  Advisor  shall also be  responsible  on a monthly  basis for any  operating
expenses that exceed the agreed upon expense limit.

     (b) The Fund is responsible  for and has assumed the obligation for payment
of all of its  expenses,  other  than as  stated  in  Subparagraph  6(a)  above,
including but not limited to: fees and expenses  incurred in connection with the
issuance,  registration  and transfer of its shares;  brokerage  and  commission
expenses;  all  expenses  of  transfer,  receipt,  safekeeping,   servicing  and
accounting  for the cash,  securities  and other  property  of the Trust for the
benefit  of  the  Fund  including  all  fees  and  expenses  of  its  custodian,
shareholder  services agent and accounting  services agent;  interest charges on
any  borrowings;  costs and  expenses of pricing and  calculating  its daily net
asset  value  and of  maintaining  its  books  of  account  required  under  the
Investment  Company Act;  taxes,  if any; a pro rata portion of  expenditures in
connection  with  meetings of the Fund's  shareholders  and the Trust's Board of
Trustees  that are  properly  payable  by the Fund;  salaries  and  expenses  of
officers  and fees and  expenses of members of the Trust's  Board of Trustees or
members of any advisory  board or committee  who are not members of,  affiliated
with or  interested  persons of the Advisor;  insurance  premiums on property or
personnel  of the Fund  which  inure to its  benefit,  including  liability  and
fidelity  bond  insurance;  the cost of preparing  and printing  reports,  proxy
statements, prospectuses and statements of additional information of the Fund or
other communications for distribution to existing shareholders;  legal, auditing
and accounting fees; trade association dues; fees and expenses  (including legal
fees) of registering and  maintaining  registration of its shares for sale under
federal  and  applicable  state and foreign  securities  laws;  all  expenses of
maintaining  and  servicing  shareholder  accounts,  including  all  charges for
transfer, shareholder recordkeeping,  dividend disbursing, redemption, and other
agents for the benefit of the Fund,  if any; and all other  charges and costs of
its operation  plus any  extraordinary  and  non-recurring  expenses,  except as
herein otherwise prescribed.

     (c) The Advisor may  voluntarily  absorb certain Fund expenses or waive the
Advisor's own advisory fee.

                                       -4-
<PAGE>
     (d) To the extent the Advisor  incurs any costs by assuming  expenses which
are an  obligation  of the Fund as set forth  herein,  the Fund  shall  promptly
reimburse  the  Advisor  for such costs and  expenses,  except to the extent the
Advisor has otherwise  agreed to bear such expenses.  To the extent the services
for which the Fund is obligated to pay are performed by the Advisor, the Advisor
shall be entitled to recover from the Fund to the extent of the Advisor's actual
costs for providing such services.  In determining  the Advisor's  actual costs,
the Advisor  may take into  account an  allocated  portion of the  salaries  and
overhead of personnel performing such services.

     7. INVESTMENT ADVISORY FEE.

     (a) The Fund shall pay to the Advisor, and the Advisor agrees to accept, as
full compensation for all investment  management and advisory services furnished
or provided to the Fund pursuant to this Agreement,  an annual management fee at
the annual rate of 0.95%.

     (b) The  management  fee shall be accrued daily by the Fund and paid to the
Advisor on the first business day of the succeeding month.

     (c) The  initial  fee under  this  Agreement  shall be payable on the first
business day of the first month  following the effective  date of this Agreement
and shall be prorated as set forth below. If this Agreement is terminated  prior
to the end of any  month,  the fee to the  Advisor  shall  be  prorated  for the
portion  of any  month in  which  this  Agreement  is in  effect  which is not a
complete month according to the proportion  which the number of calendar days in
the  month  during  which the  Agreement  is in  effect  bears to the  number of
calendar days in the month,  and shall be payable within ten (10) days after the
date of termination.

     (d) The fee payable to the Advisor under this  Agreement will be reduced to
the extent of any amount owed by the  Advisor to the Fund and as required  under
any expense limitation applicable to the Fund.

     (e) The Advisor  voluntarily may reduce any portion of the  compensation or
reimbursement  of expenses due to it pursuant to this Agreement and may agree to
make  payments to limit the expenses  which are the  responsibility  of the Fund
under this Agreement.  Any such reduction or payment shall be applicable only to
such  specific  reduction  or payment and shall not  constitute  an agreement to
reduce any future  compensation or reimbursement due to the Advisor hereunder or
to  continue  future  payments.  Any such  reduction  will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis.

     (f) Any fee  withheld  or  voluntarily  reduced  and/or  any  Fund  expense
absorbed by the Advisor  voluntarily  or pursuant to an agreed upon  expense cap
(collectively "subsidies") shall be reimbursed by the Fund to the Advisor, if so
requested  by the  Advisor,  any time  before the end of the third  fiscal  year

                                       -5-
<PAGE>
following the year to which the subsidy  relates,  provided the aggregate amount
of the Fund's  current  operating  expenses  for such fiscal year  (taking  into
account the  reimbursement)  does not exceed the  applicable  limitation on Fund
expenses.  In the case of a new Fund,  subsidies  incurred by the Advisor in the
Fund's first three years of operation remain eligible for  reimbursement  for an
extended number of years, as follows: subsidies incurred in the first and second
years of the Fund's operation are eligible for reimbursement  through the end of
the Fund's  sixth fiscal  year;  subsidies  incurred by the Advisor in the third
year of operation are eligible for reimbursement  through the end of the seventh
fiscal year. The Fund must pay its current  ordinary  operating  expenses before
the Advisor is entitled to any  reimbursement of fees and/or expenses.  Any such
reimbursement  is also  contingent  upon Board of Trustees  review and  approval
prior to the time the reimbursement is initiated.

          (g) The Advisor may agree not to require payment of any portion of the
compensation or reimbursement  of expenses  otherwise due to it pursuant to this
Agreement.  Any such  agreement  shall be  applicable  only with  respect to the
specific  items  covered  thereby and shall not  constitute  an agreement not to
require payment of any future  compensation or reimbursement  due to the Advisor
hereunder.

     8. NO SHORTING; NO BORROWING. The Advisor agrees that neither it nor any of
its  officers or  employees  shall take any short  position in the shares of the
Fund. This  prohibition  shall not prevent the purchase of such shares by any of
the officers or employees of the Advisor or any trust,  pension,  profit-sharing
or other  benefit plan for such persons or  affiliates  thereof,  at a price not
less  than the net asset  value  thereof  at the time of  purchase,  as  allowed
pursuant to rules  promulgated  under the  Investment  Company  Act. The Advisor
agrees that neither it nor any of its  officers or  employees  shall borrow from
the Fund or pledge or use the Fund's assets in connection with any borrowing not
directly for the Fund's benefit. For this purpose, failure to pay any amount due
and  payable  to the Fund for a period  of more  than  thirty  (30)  days  shall
constitute a borrowing.

     9. CONFLICTS WITH TRUST'S GOVERNING  DOCUMENTS AND APPLICABLE LAWS. Nothing
herein  contained  shall be deemed to require  the Trust or the Fund to take any
action contrary to the Trust's Agreement and Declaration of Trust,  By-Laws,  or
any  applicable  statute or  regulation,  or to relieve or deprive  the Board of
Trustees  of the Trust of its  responsibility  for and control of the conduct of
the affairs of the Trust and Fund. In this connection,  the Advisor acknowledges
that the Trustees retain ultimate  plenary  authority over the Fund and may take
any and all  actions  necessary  and  reasonable  to protect  the  interests  of
shareholders.

     10. REPORTS AND ACCESS.  The Advisor  agrees to supply such  information to
the Fund's administrator and to permit such compliance inspections by the Fund's
administrator  as shall be reasonably  necessary to permit the  administrator to
satisfy its obligations and respond to the reasonable requests of the Trustees.

     11. ADVISOR'S LIABILITIES AND INDEMNIFICATION.

          (a)  The  Advisor  shall  have  responsibility  for the  accuracy  and
completeness  (and  liability  for the lack  thereof) of the  statements  in the

                                       -6-
<PAGE>
Fund's offering materials (including the prospectus, the statement of additional
information,  advertising and sales materials),  except for information supplied
by the administrator or the Trust or another third party for inclusion therein.

          (b) The  Advisor  shall be liable to the Fund for any loss  (including
brokerage  charges) incurred by the Fund as a result of any improper  investment
made by the Advisor.

          (c)  In  the  absence  of  willful   misfeasance,   bad  faith,  gross
negligence,  or reckless disregard of the obligations or duties hereunder on the
part of the Advisor,  the Advisor shall not be subject to liability to the Trust
or the Fund or to any  shareholder  of the Fund for any act or  omission  in the
course of, or connected  with,  rendering  services  hereunder or for any losses
that may be  sustained in the  purchase,  holding or sale of any security by the
Fund.

          (d) Each party to this Agreement shall indemnify and hold harmless the
other party and the shareholders, directors, trustees, officers and employees of
the other party (any such  person,  an  "Indemnified  Party")  against any loss,
liability,   claim,   damage  or  expense  (including  the  reasonable  cost  of
investigating  and  defending  any alleged  loss,  liability,  claim,  damage or
expenses and reasonable  counsel fees incurred in connection  therewith) arising
out of the  Indemnified  Party's  performance or  non-performance  of any duties
under this Agreement provided,  however,  that nothing herein shall be deemed to
protect any  Indemnified  Party against any liability to which such  Indemnified
Party would otherwise be subject by reason of willful misfeasance,  bad faith or
negligence  in the  performance  of duties  hereunder  or by reason of  reckless
disregard of obligations and duties under this Agreement.

          (e) No provision of this  Agreement  shall be construed to protect any
Trustee or officer of the Trust,  or officer of the Advisor,  from  liability in
violation of Sections 17(h) and (i) of the Investment Company Act.

     12.  NON-EXCLUSIVITY;  TRADING  FOR  ADVISOR'S  OWN  ACCOUNT.  The  Trust's
employment  of the Advisor is not an exclusive  arrangement.  The Trust may from
time to time  employ  other  individuals  or  entities  to  furnish  it with the
services  provided  for herein.  Likewise,  the  Advisor  may act as  investment
adviser for any other person,  and shall not in any way be limited or restricted
from buying,  selling or trading any securities for its or their own accounts or
the  accounts  of others for whom it or they may be acting,  provided,  however,
that the Advisor expressly represents that it will undertake no activities which
will adversely  affect the performance of its obligations to the Fund under this
Agreement; and provided further that the Advisor will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms to
the requirements of the Investment Company Act and the Advisers Act and has been
approved by the Trust's Board of Trustees.

                                       -7-
<PAGE>
     13. TERM.

          (a)  This  Agreement  shall  become  effective  at the  time  the Fund
commences  operations pursuant to the Trust's  Registration  Statement under the
Securities Act of 1933 and shall remain in effect for a period of two (2) years,
unless sooner terminated as hereinafter provided.  This Agreement shall continue
in effect  thereafter for additional  periods not exceeding one (l) year so long
as such continuation is approved for the Fund at least annually by (i) the Board
of Trustees of the Trust or by the vote of a majority of the outstanding  voting
securities  of the Fund and (ii) the vote of a majority  of the  Trustees of the
Trust who are not parties to this Agreement nor interested persons thereof, cast
in person at a meeting  called for the purpose of voting on such  approval.  The
terms "majority of the outstanding voting  securities" and "interested  persons"
shall have the meanings as set forth in the Investment Company Act.

          (b) The Fund may use the name First  Internet Fund or any name derived
from or using the name First Internet Fund only for so long as this Agreement or
any extension,  renewal or amendment hereof remains in effect. Within sixty (60)
days from such time as this  Agreement  shall no longer be in  effect,  the Fund
shall cease to use such a name.

     14. TERMINATION; NO ASSIGNMENT.

          (a) This  Agreement  may be  terminated  by the Trust on behalf of the
Fund at any time without payment of any penalty, by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the Fund,
upon sixty (60) days'  written  notice to the  Advisor,  and by the Advisor upon
sixty (60) days' written notice to the Fund. In the event of a termination,  the
Advisor shall  cooperate in the orderly  transfer of the Fund's  affairs and, at
the request of the Board of Trustees,  transfer any and all books and records of
the Fund maintained by the Advisor on behalf of the Fund.

          (b) This Agreement shall terminate  automatically  in the event of any
transfer or assignment thereof, as defined in the Investment Company Act.

     15. SEVERABILITY.  If any provision of this Agreement shall be held or made
invalid by a court  decision,  statute or rule,  or shall be otherwise  rendered
invalid, the remainder of this Agreement shall not be affected thereby.

     16.  CAPTIONS.  The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions  hereof or
otherwise affect their construction or effect.

     17.  GOVERNING LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of California  without giving effect to
the conflict of laws principles  thereof;  provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule,  including the  Investment  Company Act and the Advisers Act and any rules
and regulations promulgated thereunder.

                                       -8-
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed by their duly authorized  officers,  all on the day and year first
above written.


TRUST FOR INVESTMENT MANAGERS                   ASTROP RESEARCH
on behalf of the                                 CORPORATION,
First Internet Fund                             a Georgia corporation


By:                                             By:
    ----------------------------                    ----------------------------
    Name:  Robert H. Wadsworth                      Name:  William B. Astrop
    Title: President                                Title: Chairman

                                       -9-

                             DISTRIBUTION AGREEMENT

     This Agreement made as of the day of _____________ __, 2000, by and between
TRUST FOR INVESTMENT  MANAGEMENT,  a Delaware business trust, (the "Trust"), and
FIRST FUND DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").


                                  WITNESSETH:

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company under the Investment  Company Act of 1940 (the "1940 Act"); and it is in
the  interest  of the Trust to offer its  series of shares  identified  as First
Internet Fund (the "Fund") for sale continuously; and

     WHEREAS,  the  Distributor  is  registered  as a  broker-dealer  under  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and is a  member  in good
standing of the National  Association of Securities Dealers,  Inc. (the "NASD");
and

     WHEREAS, the Trust and the Distributor wish to enter into an agreement with
each other with respect to the  continuous  offering of the shares of beneficial
interest of the Fund (the "Shares"),  to commence after the effectiveness of the
amendment to the registration  statement filed pursuant to the Securities Act of
1933 (the "1933 Act") and the 1940 Act relating to the Fund.

     NOW, THEREFORE, the parties agree as follows:

     1. APPOINTMENT OF DISTRIBUTOR. The Trust hereby appoints the Distributor as
exclusive agent to sell and to arrange for the sale of the Shares,  on the terms
and for the  period  set forth in this  Agreement,  and the  Distributor  hereby
accepts such appointment and agrees to act hereunder directly and/or through the
Trust's  transfer agent in the manner set forth in the  Prospectuses (as defined
below).  It is  understood  and  agreed  that the  services  of the  Distributor
hereunder  are  not  exclusive,   and  the  Distributor  may  act  as  principal
underwriter for the shares of any other registered investment company.

     2. SERVICES AND DUTIES OF THE DISTRIBUTOR.

          (a) The Distributor agrees to sell the Shares, as agent for the Trust,
from time to time during the term of this Agreement upon the terms  described in
the Fund's  Prospectus.  As used in this Agreement,  the term "Prospectus" shall
mean a prospectus  and statement of additional  information of the Fund included
as part of the Trust's Registration  Statement, as such prospectus and statement
of additional  information may be amended or supplemented from time to time, and
the term  "Registration  Statement" shall mean the Registration  Statement filed
from time to time by the  Trust  with the  Securities  and  Exchange  Commission
("SEC")  and  currently  effective  under the 933 Act and the 1940 Act,  as such
Registration  Statement  is  amended  by any  amendments  thereto at the time in
effect.  The  Distributor  shall not be obligated to sell any certain  number of
Shares.

                                       -1-
<PAGE>
          (b) Upon commencement of the Fund's  operations,  the Distributor will
hold itself available to receive orders,  satisfactory to the  Distributor,  for
the  purchase of the Shares and will accept such orders and will  transmit  such
orders and funds received by it in payment for such Shares as are so accepted to
the  Trust's  transfer  agent or  custodian,  as  appropriate,  as  promptly  as
practicable.  Purchase orders shall be deemed accepted and shall be effective at
the time and in the manner set forth in the Prospectuses.  The Distributor shall
not make any short sales of Shares.

          (c) The offering  price of the Shares shall be the net asset value per
share of the Shares, plus the sales charge, if any,  (determined as set forth in
the  Prospectuses).  The Trust shall furnish the Distributor,  with all possible
promptness, an advice of each computation of net asset value and offering price.

          (d) The Distributor shall have the right to enter into selected dealer
agreements with securities  dealers of its choice  ("selected  dealers") for the
sale of Shares.  Shares  sold to  selected  dealers  shall be for resale by such
dealers  only  at  the  offering  price  of  the  Shares  as  set  forth  in the
Prospectuses.  The Distributor shall offer and sell Shares only to such selected
dealers as are members in good standing of the NASD, unless such dealers are not
eligible for membership in the NASD.

     3. DUTIES OF THE TRUST.

          (a)  MAINTENANCE  OF FEDERAL  REGISTRATION.  The Trust  shall,  at its
expense, take, from time to time, all necessary action and such steps, including
payment of the related filing fees, as may be necessary to register and maintain
registration  of a  sufficient  number of Shares  under the 1933 Act.  The Trust
agrees to file from time to time such amendments, reports and other documents as
may be  necessary  in order that there may be no untrue  statement of a material
fact in a Registration Statement or Prospectus, or necessary in order that there
may be no omission to state a material  fact in the  Registration  Statement  or
Prospectus which omission would make the statements therein misleading.

          (b) MAINTENANCE OF "BLUE SKY" QUALIFICATIONS.  The Trust shall, at its
expense,  use its best efforts to qualify and maintain the  qualification  of an
appropriate  number of Shares for sale under the securities  laws of such states
as the Distributor  and the Trust may approve,  and, if necessary or appropriate
in connection therewith,  to qualify and maintain the qualification of the Trust
as a broker or  dealer  in such  states;  provided  that the Trust  shall not be
required to amend its  Agreement and  Declaration  of Trust or By-Laws to comply
with the laws of any state,  to maintain  an office in any state,  to change the
terms of the  offering  of the Shares in any  state,  to change the terms of the
offering of the Shares in any state from the terms set forth in Prospectuses, to
qualify  as a foreign  trust in any state or to consent to service of process in
any state other than with respect to claims arising out of the offering and sale
of the Shares. The Distributor shall furnish such information and other material
relating to its affairs  and  activities  as may be required by the Trust or its
series in connection with such qualifications.

          (c)  COPIES OF  REPORTS  AND  PROSPECTUSES.  The Trust  shall,  at its
expense,  keep the Distributor  fully informed with regard to its affairs and in
connection therewith shall furnish to the Distributor copies of all information,
financial  statements  and other papers  which the  Distributor  may  reasonably

                                       -2-
<PAGE>
request for use in connection with the  distribution  of Shares,  including such
reasonable  number of copies of  Prospectuses  and annual and interim reports as
the  Distributor  may  request and shall  cooperate  fully in the efforts of the
Distributor  to  sell  and  arrange  for  the  sale  of  the  Shares  and in the
performance of the Distributor under this Agreement.

     4. CONFORMITY WITH APPLICABLE LAW AND RULES. The Distributor agrees that in
selling  Shares  hereunder it shall conform in all respects with the laws of the
United  States  and of any  state  in  which  Shares  may be  offered,  and with
applicable rules and regulations of the NASD.

     5.  INDEPENDENT  CONTRACTOR.   In  performing  its  duties  hereunder,  the
Distributor shall be an independent contractor and neither the Distributor,  nor
any of its officers, directors,  employees, or representatives is or shall be an
employee of the Trust in the performance of the Distributor's  duties hereunder.
The  Distributor  shall be responsible  for its own conduct and the  employment,
control,  and conduct of its agents and  employees and for injury to such agents
or  employees  or to others  through its agents or  employees.  The  Distributor
assumes  full  responsibility  for its agents  and  employees  under  applicable
statutes and agrees to pay all employee taxes thereunder.

     6. INDEMNIFICATION.

          (a)  INDEMNIFICATION OF TRUST. The Distributor agrees to indemnify and
hold  harmless the Trust and each of its present or former  Trustees,  officers,
employees,  representatives  and each person, if any, who controls or previously
controlled  the Trust  within the  meaning of Section 15 of the 1933 Act against
any and all losses,  liabilities,  damages,  claims or expenses  (including  the
reasonable  costs of  investigating  or defending any alleged  loss,  liability,
damage,  claims or  expense  and  reasonable  legal  counsel  fees  incurred  in
connection  therewith) to which the Trust or any such person may become  subject
under  the 1933 Act,  under any other  statute,  at common  law,  or  otherwise,
arising  out of the  acquisition  of any Shares by any  person  which (i) may be
based  upon any  wrongful  act by the  Distributor  or any of the  Distributor's
directors, officers, employees or representatives, or (ii) may be based upon any
untrue  statement or alleged untrue  statement of a material fact contained in a
Registration  Statement,  Prospectus,  shareholder  report or other  information
covering  Shares filed or made public by the Trust or any  amendment  thereof or
supplement  thereto,  or the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading if such  statement or omission was made in reliance upon
and in conformity with information furnished to the Trust by the Distributor. In
no case (i) is the Distributor's  indemnity in favor of the Trust, or any person
indemnified to be deemed to protect the Trust or such indemnified person against
any  liability to which the Trust or such person  would  otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of the Trust's or such person's duties or by reason of reckless disregard of the
Trust's or such person's  obligations and duties under this Agreement or (ii) is
the  Distributor  to be liable under its indemnity  agreement  contained in this
Paragraph  with  respect  to any claim  made  against  the  Trust or any  person
indemnified  unless  the Trust or such  person,  as the case may be,  shall have
notified the  Distributor in writing of the claim within a reasonable time after
the summons or other first written notification giving information of the nature
of the claim shall have been served upon the Trust or upon such person (or after
the Trust or such  person  shall  have  received  notice of such  service on any

                                       -3-
<PAGE>
designated agent). However,  failure to notify the Distributor of any such claim
shall not relieve the  Distributor  from any liability which the Distributor may
have to the Trust or any person  against  whom such action is brought  otherwise
than on account  of the  Distributor's  indemnity  agreement  contained  in this
Paragraph.

          The Distributor shall be entitled to participate,  at its own expense,
in the defense,  or, if the Distributor so elects,  to assume the defense of any
suit brought to enforce any such claim, but, if the Distributor elects to assume
the defense,  such defense  shall be  conducted by legal  counsel  chosen by the
Distributor  and  satisfactory to the Trust,  and to the persons  indemnified as
defendant or defendants,  in the suit. In the event that the Distributor  elects
to assume the defense of any such suit and retain such legal counsel, the Trust,
and the persons  indemnified as defendant or defendants in the suit,  shall bear
the fees and expenses of any additional  legal counsel  retained by them. If the
Distributor  does  not  elect to  assume  the  defense  of any  such  suit,  the
Distributor  will reimburse the Trust and the persons  indemnified  defendant or
defendants  in such  suit for the  reasonable  fees and  expenses  of any  legal
counsel retained by them. The Distributor agrees to promptly notify the Trust of
the  commencement  of any  litigation  of  proceedings  against it or any of its
officers,  employees or  representatives in connection with the issue or sale of
any Shares.

          (b) INDEMNIFICATION OF THE DISTRIBUTOR.  The Trust agrees to indemnify
and hold harmless the Distributor  and each of its present or former  directors,
officers,  employees,  representatives  and each person, if any, who controls or
previously  controlled the  Distributor  within the meaning of Section 15 of the
1933 Act against any and all losses,  liabilities,  damages,  claims or expenses
(including the reasonable  costs of investigating or defending any alleged loss,
liability,  damage,  claim or expense and reasonable legal counsel fees incurred
in connection  therewith) to which the Distributor or any such person may become
subject  under  the 1933  Act,  under  any other  statute,  at  common  law,  or
otherwise,  arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by the Trust or any of the Trust's  Trustees,
officers,  employees  or  representatives,  or (ii) may be based upon any untrue
statement  or  alleged  untrue  statement  of a  material  fact  contained  in a
Registration  Statement,  Prospectus,  shareholder  report or other  information
covering  Shares filed or made public by the Trust or any  amendment  thereof or
supplement  thereto,  or the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  unless such  statement or omission was made in reliance
upon  and  in  conformity  with  information  furnished  to  the  Trust  by  the
Distributor.  In  no  case  (i)  is  the  Trust's  indemnity  in  favor  of  the
Distributor,  or any person  indemnified to be deemed to protect the Distributor
or such  indemnified  person  against any liability to which the  Distributor or
such person  would  otherwise be subject by reason of willful  misfeasance,  bad
faith,  or gross  negligence in the  performance  of such person's  duties or by
reason of reckless disregard of such person's  obligations and duties under this
Agreement  or (ii) is the Trust to be liable  under  their  indemnity  agreement
contained in this Paragraph with respect to any claim made against  Distributor,
or person  indemnified  unless the Distributor,  or such person, as the case may
be,  shall have  notified  the Trust in writing of the claim within a reasonable
time after the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Distributor or upon such
person (or after the  Distributor  or such person shall have received  notice of
such service on any designated agent).  However,  failure to notify the Trust of
any such claim shall not relieve  the Trust from any  liability  which the Trust
may have to the  Distributor  or any person  against whom such action is brought
otherwise than on account of the Trust's indemnity  agreement  contained in this
Paragraph.

                                       -4-
<PAGE>
          The Trust shall be entitled to participate, at its own expense, in the
defense,  or, if the Trust so elects,  to assume the defense of any suit brought
to enforce any such claim,  but if the Trust elects to assume the defense,  such
defense shall be conducted by legal counsel chosen by the Trust and satisfactory
to the Distributor and to the persons indemnified as defendant or defendants, in
the suit.  In the event that the Trust  elects to assume the defense of any such
suit and retain such legal counsel, the Distributor,  the persons indemnified as
defendant  or  defendants  in the suit,  shall bear the fees and expenses of any
additional legal counsel retained by them. If the Trust does not elect to assume
the defense of any such suit, the Trust will reimburse the  Distributor  and the
persons  indemnified  as defendant or defendants in such suit for the reasonable
fees and  expenses of any legal  counsel  retained by them.  The Trust agrees to
promptly  notify  the  Distributor  of the  commencement  of any  litigation  or
proceedings  against  it  or  any  of  its  Trustees,   officers,  employees  or
representatives in connection with the issue or sale of any Shares.

     7.  AUTHORIZED  REPRESENTATIONS.  The  Distributor is not authorized by the
Trust  to  give  on  behalf  of  the  Trust  any  information  or  to  make  any
representations in connection with the sale of Shares other than the information
and  representations  contained in a Registration  Statement or Prospectus filed
with the SEC under the 1933 Act and/or the 1940 Act,  covering  Shares,  as such
Registration  Statement and Prospectus may be amended or supplemented  from time
to time,  or  contained in  shareholder  reports or other  material  that may be
prepared by or on behalf of the Trust for the Distributor's  use. This shall not
be  construed  to  prevent  the  Distributor  from  preparing  and  distributing
tombstone ads and sales literature or other material as it may deem appropriate.
No  person  other  than  the  Distributor  is  authorized  to act  as  principal
underwriter (as such term is defined in the 1940 Act) for the Fund.

     8. TERM OF AGREEMENT.  The term of this  Agreement  shall begin on the date
first above written, and unless sooner terminated as hereinafter provided,  this
Agreement  shall  remain in effect for a period of two years from the date first
above written.  Thereafter, this Agreement shall continue in effect from year to
year,  subject to the termination  provisions and all other terms and conditions
thereof,  so long as such continuation  shall be specifically  approved at least
annually  by  (i)  the  Board  of  Trustees  or by  vote  of a  majority  of the
outstanding  voting securities of the Fund and, (ii) by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not parties to this  Agreement  or  interested
persons of any such party. The Distributor shall furnish to the Trust,  promptly
upon its request,  such  information  as may reasonably be necessary to evaluate
the terms of this Agreement or any extension, renewal or amendment hereof.

     9. AMENDMENT OR ASSIGNMENT OF AGREEMENT.  This Agreement may not be amended
or  assigned  except as  permitted  by the 1940 Act,  and this  Agreement  shall
automatically and immediately terminate in the event of its assignment.

     10.  TERMINATION  OF AGREEMENT.  This Agreement may be terminated by either
party hereto, without the payment of any penalty, on not more than upon 60 days'
nor less than 30 days'  prior  notice in writing to the other  party;  provided,

                                       -5-
<PAGE>
that in the case of  termination  by the  Trust  such  action  shall  have  been
authorized  by resolution of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, or by vote of
a majority of the outstanding voting securities of the Fund.

     11.  MISCELLANEOUS.  The  captions  in  this  Agreement  are  included  for
convenience  of  reference  only and in no way  define or  delineate  any of the
provisions hereof or otherwise affect their construction or effect.

     This Agreement may be executed  simultaneously in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     Nothing herein  contained  shall be deemed to require the Trust to take any
action  contrary to its Agreement and  Declaration  of Trust or By-Laws,  or any
applicable  statutory  or  regulatory  requirement  to which it is subject or by
which it is bound,  or to relieve or deprive  the Board of Trustees of the Trust
of responsibility for and control of the conduct of the affairs of the Trust.

     12.  DEFINITION  OF TERMS.  Any question of  interpretation  of any term or
provision of this Agreement having a counterpart in or otherwise  derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation  thereof,  if any, by the United
States courts or, in the absence of any controlling  decision of any such court,
by rules,  regulations or orders of the SEC validly issued  pursuant to the 1940
Act.  Specifically,  the terms  "vote of a majority  of the  outstanding  voting
securities",  "interested  persons,"  "assignment," and "affiliated  person," as
used in Paragraphs 8, 9 and 10 hereof,  shall have the meanings assigned to them
by Section 2(a) of the 1940 Act. In addition,  where the effect of a requirement
of the 1940 Act  reflected in any  provision  of this  Agreement is relaxed by a
rule,  regulation  or  order  of the  SEC,  whether  of  special  or of  general
application,  such provision  shall be deemed to incorporate  the effect of such
rule, regulation or order.

     13.  COMPLIANCE  WITH  SECURITIES  LAWS.  The Trust  represents  that it is
registered as an open-end management  investment company under the 1940 Act, and
agrees that it will comply  with all the  provisions  of the 1940 Act and of the
rules and regulations  thereunder.  The Trust and the Distributor  each agree to
comply with all of the applicable terms and provisions of the 1940 Act, the 1933
Act and,  subject to the provisions of Section 4(d),  all applicable  "Blue Sky"
laws.  The  Distributor  agrees to comply with all of the  applicable  terms and
provisions of the 1934 Act.

     14.  NOTICES.  Any notice  required to be given  pursuant to this Agreement
shall be deemed duly given if delivered or mailed by  registered  mail,  postage
prepaid,  to the Distributor at 4455 E. Camelback Road, Suite 261E,  Phoenix, AZ
85018 and the Funds on behalf of the Trust at 2020 E.  Financial Way, Suite 100,
Glendora, California 91741.

     15.  GOVERNING  LAW.  This  Agreement  shall be governed  and  construed in
accordance with the laws of the State of Delaware.

                                       -6-
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their officers designated below on the date first written above.


                                    TRUST FOR INVESTMENT MANAGERS


                                    By:
                                        ----------------------------------------
                                        Name:  Robert H. Wadsworth
                                        Title: President



                                    FIRST FUND DISTRIBUTORS, INC.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                        FUND ACCOUNTING SERVICE AGREEMENT

     AGREEMENT made as of the _____ day of _________,  2000 by and between TRUST
FOR INVESTMENT  MANAGERS (the "Trust"),  a Delaware business trust, on behalf of
the First  Internet  Fund (the  "Fund"),  a series  of the  Trust,  and ICA FUND
SERVICES CORP., a Delaware corporation ("ICA").

     WHEREAS,  the Trust is an open-end  management  series  investment  company
registered  with the  Securities  and Exchange  Commission  under the Investment
Company Act of 1940 (the "1940 Act"); and

     WHEREAS,  the Trust  desires  to have ICA  perform  for the  Trust  certain
services  appropriate  to the  operations  of the Fund,  and ICA is  willing  to
furnish such services in accordance with the terms hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
hereinafter contained, the Trust and ICA hereby agree as follows:

1. TERMS OF APPOINTMENT; DUTIES OF ICA

     1.01. Subject to the terms and conditions set forth in this Agreement,  the
Trust  hereby  employs and appoints  ICA,  and ICA agrees to act, as  accounting
agent for the Fund.

     1.02. ICA will perform the following services for the Fund:

          (a) Timely  calculate and transmit to the Fund and, if applicable,  to
     NASDAQ the Fund's daily net asset value and  communicate  such value to the
     Fund and its transfer  agent.  All portfolio  securities  will be valued in
     accordance  with the methods that are specified by the Board of Trustees of
     the Trust;

          (b)  Maintain  and keep  current  all books and records of the Fund as
     required by Rule 31a-1  under the 1940 Act,  as such rule or any  successor
     rule  may be  amended  from  time  to  time,  that  are  applicable  to the
     fulfillment  of ICA's  duties  hereunder,  as well as any  other  documents
     necessary or advisable for compliance with applicable regulations as may be
     mutually agreed to between the Trust and ICA.

     1.03.  In the  performance  of these  services,  ICA  agrees  that it shall
exercise the care and adhere to the  standards  that are usual and customary for
mutual fund accounting services agents.

     1.04.  ICA shall  for all  purposes  herein be deemed to be an  independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent  the Fund or the Trust in any way or otherwise
be deemed an agent of the Fund or the Trust.

                                       -1-
<PAGE>
2. COMPENSATION OF ICA

     In  consideration  of the  services  to be  performed  by ICA as set  forth
herein, ICA shall be entitled to receive,  and the Trust agrees to pay, the fees
as set  forth in the fee  schedule  attached  hereto  as  Schedule  A as well as
reimbursement  for all  reasonable  out-of-pocket  expenses.  ICA agrees that it
shall look only to the assets of the Fund to satisfy  fees  earned and  expenses
incurred by ICA.

3. LIMITATION OF LIABILITY OF ICA AND INDEMNIFICATION

     3.01.  ICA may rely upon the  advice of the Trust,  or of  counsel  for the
Trust and upon statements of the Trust's  independent  accountants,  brokers and
other  persons  reasonably  believed  by it in good  faith to be  expert  in the
matters upon which they are consulted,  and for any actions  reasonably taken in
good faith reliance upon such  statements and without  negligence or misconduct,
ICA shall not be liable to anyone.

     3.02.  ICA shall be liable to the Trust for any losses  arising  out of any
act or  omission  in  the  course  of  its  duties,  arising  out  of its  gross
negligence,  misfeasance,  bad faith of ICA or breach of the agreement by ICA or
disregard of ICA's  obligations  and duties under this  agreement or the willful
violation of any  applicable law or inaccurate  information  supplied by pricing
agents selected by ICA.

     3.03.  ICA and the  Trust  (each  an  "Indemnifying  Party")  agree  to the
following indemnifications:

          (a)  Except  as may  otherwise  be  provided  by  applicable  law,  no
     Indemnified  Party (an  "Indemnified  Party"  shall mean ICA, the Trust and
     their respective shareholders, officers, directors, trustees, employees and
     agents) shall be subject to, and the Indemnifying Party shall indemnify and
     hold such  Indemnified  Party harmless from and against,  any liability for
     and any damages, expenses or losses incurred by reason of the inaccuracy of
     information  furnished to such Indemnified  Party,  provided that the Trust
     shall not have any  indemnification  obligations with respect to inaccurate
     information  supplied by affiliates or pricing  agents  selected by ICA and
     ICA  shall  not  have  any  indemnification  obligations  with  respect  to
     inaccurate  information supplied by pricing agents selected by the Trust or
     in  circumstances  where ICA has acted in  accordance  with the standard of
     care established in Sections 1.03 or 3.02 of this Agreement.

          (b) An Indemnified Party shall promptly notify the Indemnifying  Party
     of the  assertion  of a claim  for  which  the  Indemnifying  Party  may be
     required to indemnify the Indemnified Party and shall keep the Indemnifying
     Party advised with respect to all  developments  regarding such claim.  The
     Indemnifying  Party shall have the option to  participate in the defense of
     such claim. An Indemnified Party in no case shall confess any claim or make
     any compromise in any case in which the Indemnifying  Party may be required
     to indemnify the  Indemnified  Party except with the  Indemnifying  Party's
     prior written consent.

                                       -2-
<PAGE>
4. ACTIVITIES OF ICA

     The services of ICA under this  Agreement  are not to be deemed  exclusive,
and ICA  shall be free to  render  similar  services  to  others  so long as its
services hereunder are not impaired thereby.

5. ACCOUNTS AND RECORDS

     The  accounts  and records  maintained  by ICA shall be the property of the
Trust,  and shall be surrendered to the Trust promptly upon request by the Trust
in the form in which such accounts and records have been maintained or preserved
(including  the  electronic  or  computerized  format in which such accounts and
records  have  been  maintained).  ICA  shall  assist  the  Trust's  independent
auditors,  or, upon approval of the Trust, any regulatory body, in any requested
review of the Trust's accounts and records.  ICA shall preserve the accounts and
records as they are required to be maintained  and preserved by Rule 31a-2 under
the1940 Act.

6. CONFIDENTIALITY

     ICA  agrees  that it  will,  on  behalf  of  itself  and its  officers  and
employees,  treat all  information  obtained  pursuant to, and all  transactions
contemplated by this Agreement,  and all other information  germane thereto,  as
confidential  and not to be disclosed to any person  except as may be authorized
by the Trust.

7. DURATION AND TERMINATION OF THIS AGREEMENT

     This  Agreement  shall  become  effective  as of the date  hereof and shall
remain in force for an  indefinite  period,  provided  that both parties to this
Agreement  have the option to terminate the  Agreement,  without  penalty,  upon
thirty (30) days' prior written notice.

     Should the Trust exercise its right to terminate,  all expenses incurred by
ICA  associated  with the movement of records and material  will be borne by the
Trust. Such expenses will include all out-of-pocket  expenses and the reasonable
cost of all time incurred to train or consult with the successor fund accounting
agent with regard to the transfer of fund accounting responsibilities.

8. AMENDMENTS TO THIS AGREEMENT

     This  Agreement may be amended by the parties hereto only if such amendment
is in writing and signed by both parties.

9. MERGER OF AGREEMENT

     This Agreement  constitutes the entire agreement between the parties hereto
and  supersedes  any prior  agreement  with respect to the subject matter hereof
whether oral or written.

                                       -3-
<PAGE>
10. NOTICES

     All notices and other communications  hereunder shall be in writing,  shall
be deemed to have been given when  received or when sent by telex or  facsimile,
and shall be given to the  following  addresses  (or such other  addresses as to
which notice is given):

To the Trust:                             To ICA:

Trust for Investment Managers             ICA Fund Services Corp.
2020 E. Financial Way, Suite 100          4455 E. Camelback Road, Suite 261E
Glendora, CA 91741                        Phoenix, AZ 85018

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


TRUST FOR INVESTMENT MANAGERS             ICA FUND SERVICES CORP.
on behalf of the First Internet Fund



By:                                       By:
    ---------------------------------         ---------------------------------

Title:                                    Title:
      -------------------------------            ------------------------------

                                       -4-

                      TRANSFER AGENCY AND SERVICE AGREEMENT

     AGREEMENT  made as the___ day of  _______,  2000 by and  between  TRUST FOR
INVESTMENT  MANAGERS (the "Trust"),  a Delaware business trust, on behalf of the
First Internet Fund (the "Fund"),  a series of the Trust,  and ICA FUND SERVICES
CORP., a Delaware corporation ("ICA").

     WHEREAS,  the Trust is an open-end  management  series  investment  company
registered  with the  Securities  and Exchange  Commission  under the Investment
Company Act of 1940 (the "1940 Act"); and

     WHEREAS,  ICA is  registered  as a  transfer  agent  under  the  Securities
Exchange Act of 1934 (the "1934 Act");

     WHEREAS,  the Trust desires to appoint ICA as the transfer agent,  dividend
disbursing  agent  and  agent  of the  Fund in  connection  with  certain  other
activities, and ICA desires to accept such appointment;

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
hereinafter contained, the Trust and ICA hereby agree as follows:

1. TERMS OF APPOINTMENT; DUTIES OF ICA

     1.01. Subject to the terms and conditions set forth in this agreement,  the
Trust hereby  employs and appoints  ICA, and ICA agrees,  to act as the transfer
agent  for the  Fund's  authorized  and  issued  shares of  beneficial  interest
("Shares") and the dividend  disbursing  agent and agent in connection  with any
accumulation,  open-account or similar plans provided to the shareholders of the
Fund ("Shareholders").

     1.02. ICA agrees that it will perform the following services:

          (a) In accordance with the Trust's Registration Statement with respect
     to the Fund,  which  describes how sales and redemptions of Shares shall be
     made, ICA shall:

               (i) Receive for acceptance orders for the purchase of Shares, and
          promptly deliver payment and appropriate documentation therefor to the
          Custodian of the Fund authorized by the Board of Trustees of the Trust
          (the "Custodian");

               (ii) Pursuant to purchase orders, issue the appropriate number of
          full and  fractional  Shares and hold such  Shares in the  appropriate
          Shareholder account;

               (iii) Receive for acceptance  redemption  requests and redemption
          directions and deliver the appropriate  documentation  therefor to the
          Custodian;

                                       -1-
<PAGE>
               (iv) At the appropriate  time as and when it receives monies paid
          to it by the  Custodian  with respect to any  redemption,  pay over or
          cause  to be paid  over  in the  appropriate  manner  such  monies  as
          instructed by the redeeming Shareholders;

               (v) Effect  transfers of Shares by the registered  owners thereof
          upon receipt of appropriate instructions;

               (vi)   Prepare  and   transmit   payments   for   dividends   and
          distributions  declared by the Fund,  and effect  dividend and capital
          gains  distribution   reinvestments  in  accordance  with  Shareholder
          instructions;

               (vii) Serve as a record keeping  transfer agent for the Fund, and
          maintain   records  of  account  for  and  advise  the  Fund  and  its
          Shareholders as to the foregoing; and

               (viii)  Record the  issuance of Shares and  maintain  pursuant to
          Rule  17Ad-10(e)  under the 1934 Act a record  of the total  number of
          Shares  which are  authorized,  based upon data  provided to it by the
          Fund, and issued and outstanding.

          (b) In  addition to and not in lieu of the  services  set forth in the
     above paragraph (a), ICA shall:

               (i) Perform all of the  customary  services of a transfer  agent,
          dividend  disbursing agent,  including but not limited to: maintaining
          all Shareholder accounts, preparing Shareholder meeting lists, mailing
          proxies, receiving and tabulating proxies, mailing Shareholder reports
          and prospectuses to current  Shareholders,  withholding  taxes on U.S.
          resident and  non-resident  alien accounts,  preparing and filing U.S.
          Treasury  Department Forms 1099 and other  appropriate  forms required
          with respect to dividends and distributions by federal authorities for
          all  Shareholders,   preparing  and  mailing  confirmation  forms  and
          statements   of  account  to   Shareholders   for  all  purchases  and
          redemptions   of  Shares  and  other   confirmable   transactions   in
          Shareholder  accounts as prescribed in the federal  securities laws or
          as  described in the Trust's  Registration  Statement,  preparing  and
          mailing   activity   statements   for   Shareholders,   and  providing
          Shareholder account information; and

               (ii)  provide a system and reports  which will enable the Fund to
          monitor  the  total   number  of  Shares  sold  in  each  State.   The
          responsibility  of ICA pursuant to this  Agreement for the Fund's blue
          sky  State  registration  status  is  solely  limited  to the  initial
          establishment  of  transactions  subject to blue sky compliance by the
          Fund and the  reporting of such  transactions  to the Fund as provided
          above.

                                       -2-
<PAGE>
     Procedures  applicable to certain of these services may be established from
time to time by agreement between the Trust and ICA.

     1.03. The Fund agrees that it will:

               (i) identify to ICA in writing those  transactions  and shares to
          be treated as exempt from blue sky reporting for each State; and

               (ii) monitor the daily  activity  for each State,  as provided by
          ICA.

     1.04.  In the  performance  of these  services,  ICA  agrees  that it shall
exercise the care and adhere to the  standards  that are usual and customary for
mutual fund transfer agents.

2. FEES AND EXPENSES

     2.01. For performance by ICA pursuant to this  Agreement,  the Trust agrees
to pay ICA fees as set out in the fee schedule  attached  hereto.  Such fees and
out-of pocket expenses and advances  identified  under Section 2.02 below may be
changed from time to time subject to mutual written  agreement between the Trust
and ICA.

     2.02.  In addition  to the fee paid under  Section  2.01  above,  the Trust
agrees to reimburse ICA for  out-of-pocket  expenses or advances incurred by ICA
in  connection  with its duties under this  Agreement.  In  addition,  any other
expenses  incurred by ICA at the request or with the consent of the Trust,  will
be reimbursed by the Trust.

     2.03.  Unless  otherwise  stated,  ICA shall look only to the assets of the
Fund to satisfy the fees earned and expenses incurred by ICA.

3. INDEMNIFICATION

     3.01. ICA shall not be responsible  for, and the Trust shall  indemnify and
hold ICA harmless from and against, any and all losses, damages, costs, charges,
counsel fees,  payments,  expenses and liability  arising out of or attributable
to:

          (a) All actions of ICA or its agents or subcontractors  required to be
     taken pursuant to this  Agreement,  provided that such actions are taken in
     good faith and  without  negligence,  willful  misconduct,  or in  reckless
     disregard of its duties under this Agreement.

          (b) The  Trust's  refusal or failure to comply  with the terms of this
     Agreement, or which arise out of the Trust's lack of good faith, negligence
     or  willful   misconduct   or  which   arise  out  of  the  breach  of  any
     representation or warranty of the Trust hereunder.

                                       -3-
<PAGE>
          (c) The reliance on or use by ICA or its agents or  subcontractors  of
     information,  records and  documents  which (i) are  received by ICA or its
     agents or subcontractors  and furnished to it by or on behalf of the Trust,
     and (ii) have been  prepared  and/or  maintained  by the Trust or any other
     person or firm on behalf of the Trust.

          (d) The  reliance  on,  or the  carrying  out by ICA or its  agents or
     subcontractors  of any  written  instruction  signed by an  officer  of the
     Trust, or any legal opinion of counsel to the Trust.

          (e) The offer or sale of Shares in violation of any requirement  under
     the  federal  securities  laws or  regulations  or the  securities  laws or
     regulations of any state that such Shares be registered in such state or in
     violation of any stop order or other determination or ruling by any federal
     agency or any state  with  respect  to the offer or sale of such  Shares in
     such state.

          (f) The content,  adequacy or completeness  of any  prospectus,  proxy
     statement,  financial report or other document required or requested by the
     Trust to be transmitted to Shareholders.

     3.02. ICA shall  indemnify and hold the Trust harmless from and against any
and all losses,  damages, costs, charges,  counsel fees, payments,  expenses and
liability arising out of or attributable to any action or failure or omission to
act by ICA as a result of ICA's lack of good faith,  gross negligence or willful
misconduct or the breach of any warranty or representation of ICA hereunder.

     3.03.  At  any  time  ICA  may  apply  to any  officer  of  the  Trust  for
instructions, and may consult with the Trust's legal counsel with respect to any
matter arising in connection with the services to be performed by ICA under this
Agreement,  and ICA and its  agents or  subcontractors  shall not be liable  and
shall be  indemnified  by the Trust for any  action  taken or  omitted  by it in
reliance upon such  instructions  or upon the opinion of such counsel.  ICA, its
agents and subcontractors  shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Trust, reasonably believed to
be genuine and to have been signed by the proper person or persons,  or upon any
instruction,  information, data, records or documents provided ICA or its agents
or  subcontractors  by machine  readable input,  telex,  CRT data entry or other
similar means  authorized by the Trust,  and shall not be held to have notice of
any change of authority of any person,  until receipt of written  notice thereof
from the Trust. ICA, its agents and  subcontractors  shall also be protected and
indemnified in recognizing stock certificates  which are reasonably  believed to
bear the proper manual or facsimile signatures of the officers of the Trust, and
the proper  countersignature of any former transfer agent or registrar,  or of a
co-transfer agent or co-registrar.

     3.04. In the event either party is unable to perform its obligations  under
the  terms of this  Agreement  because  of acts of God,  strikes,  equipment  or
transmission  failure or damage reasonably  beyond its control,  or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages  resulting  from such failure to perform or otherwise from
such causes.

                                       -4-
<PAGE>
     3.05.  Neither party to this  Agreement  shall be liable to the other party
for  consequential  damages under any provision of this Agreement or for any act
or failure to act hereunder.

     3.06.  In  order  that the  indemnification  provisions  contained  in this
Article 3 shall apply,  upon the assertion of a claim for which either party may
be required to indemnify  the other,  the party  seeking  indemnification  shall
promptly  notify  the other  party of such  assertion,  and shall keep the other
party advised with respect to all developments  concerning such claim. The party
who may be required to indemnify  shall have the option to participate  with the
party seeking  indemnification  in the defense of such claim.  The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required  to  indemnify  it except with the
other party's prior written consent.

4. COVENANTS OF THE TRUST AND ICA

     4.01.  ICA shall keep  records  relating to the  services  to be  performed
hereunder,  in the form and manner as it may deem advisable,  provided such form
and manner of  recordkeeping  conforms to the applicable  provisions of the 1934
Act and the 1940 Act.  To the extent  required by Section 31 of the 1940 Act and
the Rules thereunder, ICA agrees that all such records prepared or maintained by
ICA relating to the services to be performed by ICA  hereunder  are the property
of the Trust and will be preserved,  maintained and made available in accordance
with such Section and Rules,  and will be  surrendered  promptly to the Trust on
and in accordance with its request.

     4.02. ICA and the Trust agree that all books, records, information and data
pertaining  to the  business of the other party which are  exchanged or received
pursuant to the  negotiation or the carrying out of this Agreement  shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.

     4.03.  In  case of any  requests  or  demands  for  the  inspection  of the
Shareholder  records of the Fund,  ICA will  endeavor to notify the Trust and to
secure  instructions  from  an  authorized  officer  of  the  Trust  as to  such
inspection.  ICA reserves the right, however, to exhibit the Shareholder records
to any person  whenever it is advised by its counsel  that it may be held liable
for the failure to exhibit the  Shareholder  records to such  person,  and shall
promptly  notify  the  Trust  of any  unusual  request  to  inspect  or copy the
shareholder  records of the Fund or the receipt of any other unusual  request to
inspect, copy or produce the records of the Trust.

     4.04.  The Trust  covenants that it shall keep its  Registration  Statement
with respect to the Fund current and in effect; that such Registration Statement
shall contain all the information required by Form N-1A under the 1940 Act; that
such Registration  Statement shall contain no material  misstatements of fact or
fail to state any facts the  omission  of which  would  render the facts  stated
misleading;  and that the Trust  shall be  responsible  for the  payment  of all
registration  fees  applicable to the Shares.  The Trust agrees to notify ICA of
all states in which the Fund's Shares are registered  for sale, any  limitations
on the  amount of Shares  that can be sold in any state and any  changes  in the
status of a state registration.

                                       -5-
<PAGE>
5. TERMINATION OF AGREEMENT

     5.01. This Agreement shall become effective as of the date hereof and shall
remain in force for an indefinite period, provided however, that both parties to
this Agreement have the option to terminate the Agreement, without penalty, upon
thirty (30) days' prior written notice.

     5.02.  Should  the Trust  exercise  its right to  terminate,  all  expenses
incurred by ICA  associated  with the movement of records and  material  will be
borne by the Trust.  Such expenses will include all  out-of-pocket  expenses and
the reasonable  cost of all time incurred to train or consult with the successor
transfer agent with regard to the transfer of  shareholder  accounting and stock
transfer responsibilities.

6. AMENDMENTS TO THIS AGREEMENT

     This  Agreement may be amended by the parties hereto only if such amendment
is in writing and signed by both parties.

7. MERGER OF AGREEMENT

     This Agreement  constitutes the entire agreement between the parties hereto
and  supersedes  any prior  agreement  with respect to the subject matter hereof
whether oral or written.

8. NOTICES.

     All notices and other communications  hereunder shall be in writing,  shall
be deemed to have been given when  received or when sent by telex or  facsimile,
and shall be given to the  following  addresses  (or such other  addresses as to
which notice is given):

To the Trust:                            To ICA:
Trust for Investment Managers            ICA Fund Services Corp.
2020 E. Financial Way, Suite 100         4455 E. Camelback Road, Suite 261E
Glendora, CA 91741                       Phoenix, AZ 85018

                                       -6-
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


TRUST FOR INVESTMENT MANAGERS             ICA FUND SERVICES CORP.
on behalf of the First Internet Fund


By:                                       By:
    ---------------------------------         ---------------------------------

Title:                                    Title:
      -------------------------------            ------------------------------

                                       -7-

                          TRUST FOR INVESTMENT MANAGERS

                     OPERATING EXPENSES LIMITATION AGREEMENT


     THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of ______________ __, 2000, by and between TRUST FOR INVESTMENT  MANAGERS,  a
Delaware business trust (the "Trust"), on behalf of the First Internet Fund (the
"Fund"),  a series of the Trust,  and the Advisor of such Fund,  ASTROP RESEARCH
CORPORATION, a Georgia corporation (the "Advisor").

                                   WITNESSETH:

     WHEREAS,  the Advisor  renders  advice and services to the Fund pursuant to
the terms and provisions of an Investment  Advisory  Agreement between the Trust
and the Advisor dated , 2000 (the "Investment Advisory Agreement"); and

     WHEREAS,  the Fund, is responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment  Advisory  Agreement that
have not been assumed by the Advisor; and

     WHEREAS,  the Advisor  desires to limit the Fund's  Operating  Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this  Agreement,  and the Trust (on behalf of the Fund) desires to
allow the Advisor to implement those limits;

     NOW THEREFORE,  in  consideration  of the covenants and the mutual promises
hereinafter  set forth,  the  parties,  intending  to be legally  bound  hereby,
mutually agree as follows:

     1. LIMIT ON  OPERATING  EXPENSES.  The Advisor  hereby  agrees to limit the
Fund's current Operating  Expenses to an annual rate,  expressed as a percentage
of the Fund's average annual net assets,  of 2.50% (the "Annual Limit").  In the
event that the current  Operating  Expenses of the Fund,  as accrued each month,
exceed its Annual Limit,  the Advisor will pay to the Fund, on a monthly  basis,
the  excess  expense  within 30 days of being  notified  that an excess  expense
payment is due.

     2.  DEFINITION.  For  purposes  of  this  Agreement,  the  term  "Operating
Expenses" with respect to the Fund is defined to include all expenses  necessary
or appropriate for the operation of the Fund, including the Advisor's investment
advisory or management fee detailed in the Investment  Advisory  Agreement,  any
Rule  12b-1  fees  and  other  expenses  described  in the  Investment  Advisory
Agreement,  but does not include any  front-end or  contingent  deferred  loads,
taxes, leverage interest, brokerage commissions, expenses incurred in connection
with any merger or reorganization, or extraordinary expenses such as litigation.

     3.  REIMBURSEMENT  OF FEES AND EXPENSES.  The Advisor  retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this

                                       -1-
<PAGE>
Agreement  under the same terms and  conditions  as it is  permitted  to receive
reimbursement  of  reductions  of  its  investment   management  fee  under  the
Investment Advisory Agreement.

     4. TERM. This Agreement shall become effective on the date specified herein
and shall  remain in effect  indefinitely  and for a period of not less than one
year, unless sooner terminated as provided in Paragraph 5 of this Agreement.

     5.  TERMINATION.  This Agreement may be terminated at any time, and without
payment of any penalty,  by the Board of Trustees of the Trust, on behalf of the
Fund,  upon sixty (60) days' written  notice to the Advisor.  This Agreement may
not be terminated by the Advisor without the consent of the Board of Trustees of
the Trust, which consent will not be unreasonably withheld.  This Agreement will
automatically terminate if the Investment Advisory Agreement is terminated, with
such  termination  effective upon the effective date of the Investment  Advisory
Agreement's termination.

     6. ASSIGNMENT.  This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.

     7.  SEVERABILITY.  If any provision of this Agreement shall be held or made
invalid by a court  decision,  statute or rule,  or shall be otherwise  rendered
invalid, the remainder of this Agreement shall not be affected thereby.

     8.  GOVERNING  LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of California  without giving effect to
the conflict of laws principles  thereof;  provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule,  including the Investment Company Act of 1940, and the Investment Advisers
Act of 1940, and any rules and regulations promulgated thereunder.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.

TRUST FOR INVESTMENT MANAGERS                ASTROP RESEARCH
on behalf of the First Internet Fund         CORPORATION


By:                                          By:
    ------------------------------------         -------------------------------
Print name: Robert H. Wadsworth                  Print name: William B. Astrop
Title: President                                 Title: Chairman

                                       -2-

                             FORM OF OPINION LETTER


                                 Law Offices of
                      Paul, Hastings, Janofsky & Walker LLP
                              345 California Street
                      San Francisco, California 94104-2635
                            Telephone (415) 835-1600
                            Facsimile (415) 217-5333
                              Internet WWW.PHJW.COM



                              ______________, 2000

Trust for Investment Managers
2020 East Financial Way, Suite 100
Glendora, CA  91741


             RE: TRUST FOR INVESTMENT MANAGERS: FIRST INTERNET FUND

Ladies and Gentlemen:

     We have acted as legal counsel to Trust for Investment Managers, a Delaware
business trust (the "Trust"), in connection with Post-Effective Amendment No. 3,
and the Trust's  Registration  Statement on Form N-1A filed with the  Securities
and Exchange Commission (the "Registration  Statement") relating to the issuance
by the  Trust of an  indefinite  number of no par  value  shares  of  beneficial
interest (the "Shares") of the First Internet Fund (the "Fund").

     In connection  with this opinion,  we have assumed the  authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of all natural persons, and the conformity
to the originals of all records,  documents,  and instruments submitted to us as
copies. We have based our opinion on the following:

(a)  the Trust's  Agreement and  Declaration  of Trust dated April 27, 1999 (the
     "Declaration of Trust"), and the Trust's Certificate of Trust as originally
     filed with the Secretary of State of Delaware on April 28, 1999,  certified
     to us by an officer of the Trust as being true and  complete  and in effect
     on the date hereof;

(b)  the  By-laws  of the Trust  certified  to us by an  officer of the Trust as
     being true and complete and in effect on the date hereof ;

(c)  resolutions of the Trustees of the Trust adopted at a meeting on _________,
     2000,  authorizing  the  establishment  of the Fund and the issuance of the
     Shares;

(d)  a  certificate  of an officer of the Trust as to  certain  factual  matters
     relevant to this opinion.

     Our opinion  below is limited to the  federal  law of the United  States of
America and the business trust law of the State of Delaware. We are not licensed
to practice  law in the State of Delaware,  and we have based our opinion  below
<PAGE>
To:  Trust for Investment Managers

         _______________, 2000
         Page 2


solely on our  review of Chapter  38 of Title 120 of the  Delaware  Code and the
case law  interpreting  such Chapter as reported in Delaware Code Annotated.  We
have not undertaken a review of other Delaware law or of any  administrative  or
court  decisions in connection  with  rendering  this  opinion.  We disclaim any
opinion as to any law other than that of the  United  States of America  and the
business trust law of the State of Delaware as described  above, and we disclaim
any  opinion as to any  statute,  rule,  regulation,  ordinance,  order or other
promulgation of any regional or local governmental authority.

     Based on the foregoing and our  examination  of such questions of law as we
have deemed  necessary  and  appropriate  for the purpose of this  opinion,  and
assuming  that (i) all of the  Shares  will be  issued  and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Fund's Prospectus included in the Post-Effective Amendment and
in accordance  with the  Declaration of Trust,  (ii) all  consideration  for the
Shares  will  be  actually  received  by the  Fund,  and  (iii)  all  applicable
securities  laws will be complied with, it is our opinion that,  when issued and
sold  by  the  Fund,  the  Shares  will  be  legally  issued,   fully  paid  and
nonassessable.

     This  opinion  is  rendered  to you in  connection  with the  filing of the
registration  statement on Form N-1A with respect to the above Fund of the Trust
and is solely for your  benefit.  This opinion may not be relied upon by you for
any other purpose or relied upon by any other person, firm, corporation or other
entity for any  purpose,  without our prior  written  consent.  We disclaim  any
obligation  to advise you of any  developments  in areas covered by this opinion
that occur after the date of this opinion.

     We hereby  consent to (i) the reference to our firm as Legal Counsel in the
Prospectus  included in the  Registration  Statement on Form N-1A;  and (ii) the
filing of this opinion as an exhibit to the Registration Statement on Form N-1A.

                                       Very truly yours,

                                       /s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP

                          TRUST FOR INVESTMENT MANAGERS

                              SHARE MARKETING PLAN

                                (Rule 12b-1 Plan)
                    (Fixed Compensation Plan in which Advisor
                        Acts as Distribution Coordinator)


                               FIRST INTERNET FUND

     This Share  Marketing Plan (the "Plan") is adopted in accordance  with Rule
12b-1 (the  "Rule")  under the  Investment  Company Act of 1940,  (the  "Company
Act"),  by Trust for  Investment  Managers  (the  "Trust")  with  respect to the
following series:  First Internet Fund (the "Fund").  The Plan has been approved
by a majority  of the  Trust's  Board of  Trustees,  including a majority of the
Trustees who are not  interested  persons of the Trust and who have no direct or
indirect  financial  interest  in the  operation  of the Plan (the  "independent
Trustees"),  cast in person at a meeting called for the purpose of voting on the
Plan and by a majority  of the  shareholders  of the Fund,  as  required  by the
Company Act.

     In reviewing the Plan, the Board of Trustees  considered the proposed range
and nature of payments and terms of the investment  advisory  agreement  between
the Trust on behalf of the Fund and Astrop Research  Corporation (the "Advisor")
and the nature and amount of other payments,  fees and  commissions  that may be
paid to the Advisor,  its affiliates and other agents of the Trust. The Board of
Trustees,  including  the  independent  Trustees,  concluded  that the  proposed
overall  compensation  of the  Advisor  and  its  affiliates  was  fair  and not
excessive.

     In  its  considerations,   the  Board  of  Trustees  also  recognized  that
uncertainty  may exist from time to time with respect to whether  payments to be
made by the Fund to the Advisor, as the initial  "distribution  coordinator," or
other  firms  under  agreements  with  respect  to the  Fund  may be  deemed  to
constitute impermissible distribution expenses. As a general rule, an investment
company may not finance any activity primarily intended to result in the sale of
its  shares,  except  pursuant to the Rule.  Accordingly,  the Board of Trustees
determined  that the Plan also  should  provide  that  payments  by the Fund and
expenditures made by others out of monies received from the Fund which are later
deemed to be for the financing of any activity  primarily  intended to result in
the sale of Fund shares shall be deemed to have been made pursuant to the Plan.

     The approval of the Board of Trustees included a determination  that in the
exercise of the  Trustees'  reasonable  business  judgment and in light of their
fiduciary  duties,  there is a reasonable  likelihood that the Plan will benefit
the Fund to which the Plan applies and its shareholders.
<PAGE>
     The provisions of the Plan are:

     1. ANNUAL FEE. The Fund will pay to the Advisor as the Fund's  distribution
coordinator,  an annual fee for the Advisor's  services in  connection  with the
promotion  and  distribution  of  the  Fund's  shares  and  related  shareholder
servicing (collectively,  "Distribution  Expenses").  The annual fee paid to the
Advisor  under the Plan will be  calculated  daily and paid  monthly by the Fund
based on the  average  daily net assets of the Fund,  at an annual rate of up to
0.25%.

     This  fee is not  tied  exclusively  to  actual  distribution  and  service
expenses, and the fee may exceed the expenses actually incurred.

     2.  DISTRIBUTION  EXPENSES IN EXCESS OF AMOUNT OF FEE. Excess  Distribution
Expenses may be carried  forward by the Advisor and  resubmitted in a subsequent
fiscal year provided that (i)  Distribution  Expenses  cannot be carried forward
for more than three (3) years  following  initial  submission;  (ii) the Trust's
Board of Trustees  has made a  determination  at the time of initial  submission
that the Distribution  Expenses are appropriate to be carried forward; and (iii)
the Trust's  Board of Trustees  makes a further  determination,  at the time any
Distributions  Expenses  which have been  carried  forward are  resubmitted  for
payment, to the effect that payment at the time is appropriate,  consistent with
the objectives of the Plan and in the current best interest of shareholders.

     3. SERVICES  COVERED BY THE PLAN.  The fee paid under Section 1 of the Plan
is intended to compensate  the Advisor for  performing  the  following  kinds of
services  (but this list  should  not be viewed as  exclusive  of other  similar
services):  services  primarily  intended  to result  in the sale of the  Fund's
shares  ("distribution  services"),  including,  but not  limited to: (a) making
payments, including incentive compensation, to agents for and consultants to the
Advisor,  any  affiliate  of  the  Advisor  or  the  Trust,   including  pension
administration  firms that provide distribution and shareholder related services
and  broker-dealers  that engage in the  distribution of the Fund's shares;  (b)
making payments to persons who provide  support  services in connection with the
distribution  of  the  Fund's  shares  and  related   servicing  of  the  Fund's
shareholders,  including,  but not limited to, personnel of the Advisor,  office
space and equipment, telephone facilities, answering routine inquiries regarding
the  Fund,   processing   shareholder   transactions  and  providing  any  other
shareholder  services not otherwise  provided by the Trust's  transfer agency or
other servicing  arrangements;  (c) formulating and  implementing  marketing and
promotional  activities,  including,  but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (d)
printing and distributing prospectuses, statements of additional information and
reports of the Fund to  prospective  shareholders  of the Fund;  (e)  preparing,
printing and  distributing  sales  literature  pertaining  to the Fund;  and (f)
obtaining whatever  information,  analyses and reports with respect to marketing
and  promotional  activities  that  the  Trust  may,  from  time to  time,  deem
advisable.  Such services and  activities  shall be deemed to be covered by this
Plan whether performed directly by the Advisor or by a third party.

     4. WRITTEN REPORTS.  The Advisor (or Fund  administrator)  shall furnish to
the Board of Trustees  of the Trust,  for its review,  on a quarterly  basis,  a
written  report of the monies paid to the Advisor under the Plan with respect to

                                       2
<PAGE>
the Fund,  and shall  furnish the Board of Trustees of the Trust with such other
information as the Board of Trustees may reasonably  request in connection  with
the  payments  made under the Plan in order to enable the Board of  Trustees  to
make an informed determination of whether the Plan should be continued as to the
Fund.

     5.  TERMINATION.  The Plan may be  terminated  as to the Fund at any  time,
without penalty, by a vote of a majority of the independent  Trustees or by vote
of a  majority  of the  outstanding  voting  securities  of the  Fund,  and  the
Distribution Coordination Agreement under the Plan may be likewise terminated on
sixty (60) days'  written  notice.  Failure to renew the Plan on an annual basis
within 15  months of its last  prior  renewal  (or  approval  date)  shall  also
constitute termination of the Plan. Assignment of the Distribution  Coordination
Agreement  will  automatically  terminate  it.  Once  either  the  Plan  or  the
Distribution  Coordination Agreement is terminated, no further payments shall be
made under the Plan with respect to services  performed or costs  incurred after
the date of  termination  or with  respect  to  unreimbursed  current or carried
forward Distribution Expenses as of the date of termination.

     6. AMENDMENTS.  The Plan and the Distribution Coordination Agreement may be
amended  with the approval of the Board of Trustees of the Trust  provided  that
neither the Plan nor the Distribution  Coordination  Agreement may be amended to
increase  materially  the  amount  to be  spent  for  distribution  and  related
servicing of shares  without  approval by a majority of the  outstanding  voting
securities.   All  material   amendments  to  the  Plan  and  the   Distribution
Coordination  Agreement shall also be approved by the independent  Trustees cast
in person at a meeting called for the purpose of voting on any such amendment.

     7. SELECTION OF INDEPENDENT TRUSTEES. So long as the Plan is in effect, the
selection and nomination of the Trust's independent  Trustees shall be committed
to the discretion of such independent Trustees.

     8.  EFFECTIVE  DATE OF PLAN.  The Plan shall take effect at such time as it
has received  requisite  Trustee and  shareholder  approval  and,  unless sooner
terminated, shall continue in effect for a period of more than one year from the
date of its execution only so long as such continuance is specifically  approved
at  least  annually  by the  Board  of  Trustees  of the  Trust,  including  the
independent  Trustees,  cast in person at a meeting  called  for the  purpose of
voting on such continuance.

     9.  PRESERVATION OF MATERIALS.  The Trust will preserve copies of the Plan,
any  agreements  relating to the Plan and any report made  pursuant to Section 6
above, for a period of not less than six years (the first two years in an easily
accessible place) from the date of the Plan, agreement or report.

     10. MEANINGS OF CERTAIN TERMS.  As used in the Plan, the terms  "interested
person" and "majority of the outstanding  voting  securities"  will be deemed to
have the same  meaning that those terms have under the Company Act and the rules
and  regulations  under the Company Act,  subject to any  exemption  that may be
granted  to the Trust  under the  Company  Act by the  Securities  and  Exchange
Commission.

                                       3
<PAGE>
                          TRUST FOR INVESTMENT MANAGERS


                       Distribution Coordination Agreement

                                                                    EXHIBIT ONLY

Astrop Research Corporation

Ladies and Gentlemen:

     This  Distribution  Coordination  Agreement  ("Agreement") has been adopted
pursuant to Rule 12b-1 under the  Investment  Company Act of 1940 (the  "Company
Act") by Trust for  Investment  Managers (the  "Trust"),  on behalf of following
series of the Trust:  First  Internet Fund (the "Fund"),  and is governed by the
terms of the Trust's Share Marketing Plan pursuant to Rule 12b-1 (the "Plan").

     The  Plan has been  approved  by a  majority  of the  Trustees  who are not
interested  persons  of the Trust and who have no direct or  indirect  financial
interest in the  operation  of the Plan (the  "independent  Trustees"),  cast in
person at a meeting called for the purpose of voting on such Plan. Such approval
included  a  determination  that  in the  exercise  of the  reasonable  business
judgment  of the  Board of  Trustees  and in light  of the  Trustees'  fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund and
its  shareholders.  The  Plan  also has  been  approved  by a vote of at least a
majority of the  outstanding  voting  securities  of the Fund, as defined by the
Company Act.

     I. To the extent you,  in your  capacity  as the  Distribution  Coordinator
pursuant to this Agreement,  provide eligible  shareholder  services of the type
identified  in the Plan to the Fund, we shall pay you a monthly fee based on the
average net asset value of the Fund.

     II. In no event may the  aggregate  annual fee paid to you  pursuant to the
Plan exceed 0.25% of the value of the net assets of the Fund  (determined in the
same  manner  as the Fund  uses to  compute  its net  assets as set forth in its
then-effective  Prospectus),  without  approval by a majority of the outstanding
shares of the Fund.

     III.  You shall  furnish to the Board of  Trustees  of the  Trust,  for its
review, on a quarterly basis, a written report of the amounts expended under the
Plan  by you  with  respect  to  the  Fund  and  the  purposes  for  which  such
expenditures were made.

                                       4
<PAGE>
     IV. All  communications  to the Fund shall be sent to you, as  Distribution
Coordinator for the Fund, at the following address:

                           Astrop Research Corporation
                           3133 Maple Drive, N.E.
                           Suite 200
                           Atlanta, GA 30305

     Any  notice to you shall be duly given if mailed or  telegraphed  to you at
your address as indicated in this Agreement.

     V.  This  Agreement  may be  terminated  by us or by you,  by the vote of a
majority of the Trustees of the Trust who are independent Trustees, or by a vote
of a majority of the outstanding shares of the Fund, on sixty (60) days' written
notice,  all  without  payment  of any  penalty.  This  Agreement  shall also be
terminated  automatically  in the event of its  assignment  by you or by any act
that  terminates  the Plan.  If this  Agreement  is  terminated  your ability to
receive fees under the Plan shall be limited as provided for in the Plan.

     VI. The  provisions of the Plan between the Trust and the Fund,  insofar as
they relate to you, are incorporated herein by reference.

     This Agreement shall take effect on the date indicated below, and the terms
and provisions  thereof are hereby  accepted and agreed to by us as evidenced by
our execution hereof.


                                     TRUST FOR INVESTMENT MANAGERS


                                     By:
                                         ---------------------------------------
                                         Authorized Officer

                                     Dated:
                                            ------------------------------------

Agreed and Accepted:

Astrop Research Corporation
(Distribution Coordinator)


By:
   -----------------------------
         Authorized Officer

                                       5
<PAGE>
                          TRUST FOR INVESTMENT MANAGERS

                            Share Marketing Agreement


                                                                    EXHIBIT ONLY



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

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

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

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


Ladies and Gentlemen:

     This Share  Marketing  Agreement  has been  adopted  pursuant to Rule 12b-1
under the  Investment  Company Act of 1940, as amended (the "Company  Act"),  by
Trust for Investment  Managers,  a Delaware  business  Trust (the  "Trust"),  on
behalf of the following  series of the Trust:  First Internet Fund (the "Fund"),
as  governed  by the terms of a Share  Marketing  Plan  (Rule  12b-1  Plan) (the
"Plan").

     The  Plan has been  approved  by a  majority  of the  Trustees  who are not
interested  persons of the Trust or the Fund and who have no direct or  indirect
financial  interest in the operation of the Plan (the  "independent  Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan.  Such
approval  included  a  determination  that  in the  exercise  of the  reasonable
business  judgment  of the  Board of  Trustees  and in  light  of the  Trustees'
fiduciary  duties,  there is a reasonable  likelihood that the Plan will benefit
the Fund and its shareholders.

     1. To the extent you  provide  eligible  shareholder  services  of the type
identified  in the Plan to the Fund, we shall pay you a monthly fee based on the
average net asset value of Fund shares  during any month which are  attributable
to customers of your firm, at the rate of 0.25%.

     2. In no event may the aggregate annual fee paid to you pursuant  paragraph
1  exceed  0.25%  of the  value  of the  net  assets  of the  Fund  held in your
customers'  accounts  which are eligible for payment  pursuant to this Agreement
(determined in the same manner as the Fund uses to compute its net assets as set
forth in its then effective  Prospectus),  without approval by a majority of the
outstanding shares of the Fund.

     3. You shall  furnish  us and the  Trust  with  such  information  as shall
reasonably  be  requested by the Trust's  Board of Trustees  with respect to the
services performed by you and the fees paid to you pursuant to paragraph 1.

                                       6
<PAGE>
     4. We shall furnish to the Board of Trustees of the Trust,  for its review,
on a quarterly basis, a written report of the amounts expended under the Plan by
us with respect to the Fund and the purposes  for which such  expenditures  were
made.

     5.  You  agree  to make  shares  of the  Fund  available  only  (a) to your
customers  or  entities  that you  service at the net asset value per share next
determined after receipt of the relevant purchase instruction or (b) to the Fund
itself  at  the  redemption  price  for  shares,  as  described  in  the  Fund's
then-effective Prospectus.

     6. No person is authorized to make any representations  concerning the Fund
or  shares of the Fund  except  those  contained  in the  Fund's  then-effective
Prospectus or Statement of Additional  Information  and any such  information as
may be released by the Fund as information  supplemental  to such  Prospectus or
Statement of Additional Information.

     7.  Additional  copies of each such  Prospectus  or Statement of Additional
Information  and any printed  information  issued as  supplemental  to each such
Prospectus or Statement of Additional  Information  will be supplied by the Fund
to you in reasonable quantities upon request.

     8. In no transaction shall you have any authority  whatever to act as agent
of the Fund and nothing in this Agreement  shall  constitute you or the Fund the
agent of the other. You are not authorized to act as an underwriter of shares of
the Fund or as a dealer in shares of the Fund.

     9. All  communications  to the  Fund  shall  be sent  to:  Astrop  Research
Corporation, 3133 Maple Drive, N.W., Suite 200, Atlanta, GA 30305. Any notice to
you shall be duly  given if  mailed or  telegraphed  to you at your  address  as
indicated in this Agreement.

     10.  This  Agreement  may be  terminated  by us or by you, by the vote of a
majority of the Trustees of the Trust who are independent Trustees, or by a vote
of a majority of the outstanding shares of the Fund, on sixty (60) days' written
notice,  all  without  payment  of any  penalty.  It  shall  also be  terminated
automatically by any act that terminates the Plan.

     11. The  provisions  of the Plan between the Trust and us,  insofar as they
relate to you, are incorporated herein by reference.

                                       7
<PAGE>
     This Agreement shall take effect on the date indicated below, and the terms
and provisions  thereof are hereby  accepted and agreed to by us as evidenced by
our execution hereof.



                                     ASTROP RESEARCH CORPORATION

                                     Advisor and Distribution Coordinator


                                     By:
                                         ---------------------------------------
                                                    Authorized Officer


Dated:
       -------------------------


Agreed and Accepted:


- --------------------------------
            (Name)


By:
    ----------------------------
         (Authorized Officer)


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