STOCKJUNGLE COM
N-14/A, EX-17.2, 2000-09-25
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                                                                    EXHIBIT 17.2

                   STOCKJUNGLE.COM* MARKET LEADERS GROWTH FUND
                    STOCKJUNGLE.COM* PURE PLAY INTERNET FUND
                  STOCKJUNGLE.COM* COMMUNITY INTELLIGENCE FUND


                                   PROSPECTUS

                               SEPTEMBER __, 2000

     THIS PROSPECTUS AND THE ACCOMPANYING STATEMENT OF ADDITIONAL INFORMATION
DESCRIBE THE STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND , PURE PLAY INTERNET
FUND AND COMMUNITY INTELLIGENCE FUND. THE FUNDS ARE INVESTMENT PORTFOLIOS OF THE
TRUST FOR INVESTMENT MANAGERS, AND ARE MANAGED by StockJungle.com ADVISORS, Inc.
(the "Adviser") .

     Each of the Funds is designed and created primarily for investment by
on-line investors. TO keep costs to a minimum, WE ASK shareholders TO ACCEPT all
information about the Fund or Funds in which they invest through access to the
StockJungle.com website and electronic delivery. However, each Fund will deliver
paper-based documents upon request by shareholders and reserves the right to
deliver paper-based documents at no cost to the investor.

     StockJungle.com, Inc. provides investors and public visitors the ability to
access information and features exclusively via its website, located at
http://www.stockjungle.com. TO PROVIDE investors a more complete and educational
mutual fund investment experience, THE ADVISER INTENDS to fully disclose all
mutual fund holdings and activities, to the extent practical, on the
StockJungle.com website. The Adviser reserves the right to alter this policy at
any time.

     *"STOCKJUNGLE.COM" is a trademark and the exclusive property of
StockJungle.com, Inc., the parent to the Adviser. StockJungle.com, Inc. is an
Internet-based company which offers a wide array of web-based services and
information to visitors to the StockJungle.com website.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
                                                                            Page
                                                                            ----

RISK/RETURN SUMMARY.........................................................   1

PERFORMANCE.................................................................   3

FEES AND EXPENSES OF THE FUNDS..............................................   4

INVESTMENT STRATEGIES.......................................................   5

MAIN RISKS..................................................................   9

MANAGEMENT..................................................................  14

SHAREHOLDER INFORMATION.....................................................  14

PRICING OF FUND SHARES......................................................  17

SHAREHOLDER SERVICES........................................................  18

DIVIDENDS AND DISTRIBUTIONS.................................................  18

TAX STATUS..................................................................  19

SHAREHOLDER SERVICING PLAN..................................................  19

PERFORMANCE INFORMATION.....................................................  19

GENERAL INFORMATION.........................................................  20

FOR MORE INFORMATION........................................................  21

                                      -i-
<PAGE>
                               RISK/RETURN SUMMARY

INVESTMENT OBJECTIVES

Each Fund seeks to provide investors with long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Adviser uses the StockJungle.com Community Site as a resource to identify
potential candidates for the Funds' portfolios. The Community Site is a rated
community of stock-pickers maintained by the Adviser's parent company,
StockJungle.com, Inc. Visitors may recommend companies on the Community Site
that the Adviser then researches and analyzes to determine the companies'
potential for capital appreciation. The Community Site is the sole source of
potential investments for the Community Fund, but not for other Funds.

The Adviser analyzes potential investments using a "bottom-up" method (I.E., on
a company-by-company basis rather than on analysis of broader factors related to
the economy and the outlook for various industries). Each Fund normally will be
fully invested (subject to liquidity needs) in a diversified portfolio of equity
securities of U.S. companies.

THE STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND invests in companies with market
capitalizations of at least $20 billion at the time of purchase that, in the
opinion of the Adviser, have demonstrated consistently strong quantitative
measures of value (E.G., return on equity), hold strong competitive positions in
their respective industries, and have favorable long-term growth prospects
(based on the Adviser's qualitative analysis of the companies' business models).
In addition, the Fund may invest up to 20% of its net assets in the common stock
of companies the Adviser identifies as leaders in relatively new and less
established industries (E.G., genomics) that have favorable growth prospects.

THE STOCKJUNGLE.COM PURE PLAY INTERNET FUND invests in companies with market
capitalizations of at least $1 billion at the time of purchase that the Adviser
determines to be "Pure Play Internet" companies, i.e., companies that derive at
least 50% of their revenue from the Internet and/or the World Wide Web ("WWW"),
and whose stocks have the potential for long-term growth (based on the Adviser's
qualitative analysis of the companies' business models). At times, the Fund may
focus on particular sub-sectors of Internet companies, such as infrastructure
and software companies.

THE STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND invests in companies with market
capitalizations of at least $100 million at the time of purchase and favorable
growth prospects. The Adviser selects portfolio securities for the Fund solely
from a pool of equity investment opportunities which are (i) recommended to
StockJungle.com, Inc. by visitors to its website, (ii) researched by the adviser
and analyzed to determine their potential for capital appreciation, and (iii) if
deemed acceptable by the Adviser, selected for investment by the Fund.

PRINCIPAL INVESTMENT RISKS

RISK OF LOSS. The loss of money is a risk of investing in any of the Funds.

                                       1
<PAGE>
MARKET RISK. The net asset value of each Fund fluctuates based on changes in the
value of the securities in which the Fund invests. Market prices of these
securities may be adversely affected by an issuer's having experienced losses or
by the lack of earnings or the issuer's failure to meet the market's
expectations with respect to new products or services, or even by factors wholly
unrelated to the value or condition of the issuer. The U.S. stock market is
generally susceptible to volatile fluctuations in market price. Investments in
equity securities generally are affected by changes in the stock markets, which
fluctuate substantially over time, sometimes suddenly and sharply.

TECHNOLOGY SECTOR RISK. Each of the Market Leaders Growth Fund and the Community
Intelligence Fund currently invests a significant portion of its total assets in
companies in various technology industries and may do so in the future, and the
Pure Play Internet Fund invests primarily in such companies. Market or economic
factors impacting technology companies could have a major effect on the value of
each Fund's investments. Stock prices of technology companies are particularly
vulnerable to rapid changes in product cycles, government regulation, high
personnel turnover and shortages of skilled employees, product development
problems, and aggressive pricing and other form of completion. In addition,
technology stocks, especially those of smaller, less seasoned companies, tend to
have high price/earning ratios and to be more volatile than the overall market.

INVESTMENT IN SMALL AND MID-SIZE COMPANIES. The Funds may invest in issuers with
small or mid-sized capital structures (generally a market capitalization of $5
billion or less). These companies may have a relatively limited operating
history and less capital resources than larger companies. In addition, the
market prices of the securities of such companies tend to be more volatile than
those of larger companies. Further, these securities tend to trade at a lower
volume than those of larger more established companies. Accordingly, the net
asset value of each Fund will be more susceptible to significant losses if the
value of these securities suddenly declines.

INVESTMENT IN NEW AND UNSEASONED COMPANIES. The Funds may invest in companies
that are relatively new and unseasoned and in their early stages of development,
which may not be well known to the investing public or have significant
institutional ownership. In addition, these companies may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Finally, new and unseasoned companies may have
relatively small revenues and limited product lines, markets, or financial
resources; their securities are often traded over-the-counter or on a regional
exchange and may trade less frequently and in more limited volume than those of
larger, more mature companies. As a result, the market prices of these
securities may be more subject to volatile fluctuations than those of more
mature issuers. Such fluctuations could have an adverse effect on the net asset
value of each Fund and could result in the loss of your investment.

INTERNET SECTOR RISK. The value of the Pure Play Internet Fund's shares is
susceptible to factors affecting the Internet and WWW such as heightened
regulatory scrutiny and impending changes in government policies which may have
a material effect on the products and services of this sector, as well as other
factors affecting capital markets generally and the Internet sector of those
markets. Furthermore, securities of companies in this sector tend to be more
volatile than securities of companies in other sectors. Competitive pressures
and changing demand may have a significant effect on the financial condition of

                                       2
<PAGE>
Internet companies. These companies spend heavily on research and development
and are especially sensitive to the risk of product obsolescence. The occurrence
of any of these factors, individually or collectively, may adversely affect the
value of the Fund's shares and could result in the loss of your investment.

RELIANCE ON COMMUNITY INTELLIGENCE. The effectiveness of the Community
Intelligence Fund's investment strategies is directly contingent upon widespread
participation by visitors to the Community Site and the Adviser's ability to
select investments from the pool recommended by visitors to the Community Site.
There are no assurances that visitors to the Community Site will participate or
that the Adviser will be able to select profitable investment opportunities from
the pool recommended by visitors to the Community Site.

RISKS ASSOCIATED WITH WEBSITE. Since the Adviser intends to post updates of each
Fund's holdings and completed trading activity in real time, to the extent
practicable, there is a risk that certain investors may attempt to use such
information to the detriment of the Funds. In addition, the Community Site may
attract visitors seeking to use the website to influence the market price of a
particular security. Widespread network failure of the Internet and/or WWW could
result in delays or interruptions which could, in turn, delay or prevent persons
from posting investment recommendations to be submitted to the Adviser for
analysis and selection for investment by the Funds.

                                   PERFORMANCE

Because the Funds do not have one full calendar year of operation, no
performance information is provided.

                                       3
<PAGE>
                         FEES AND EXPENSES OF THE FUNDS

The following table describes the fees and expenses that you may pay if you buy
and hold shares of each of the Funds:

<TABLE>
<CAPTION>
                                                Market Leaders       Pure Play           Community
                                                 Growth Fund       Internet Fund     Intelligence Fund
                                                 -----------       -------------     -----------------
<S>                                                <C>                 <C>                  <C>
Shareholder Fees (paid directly from
  your investments)

Maximum Sales Charge (load) Imposed
  on Purchases                                      None                None                None

Annual Fund Operating Expenses (expenses
  that are deducted from each Fund's assets)

Management Fee*                                     1.00%               1.00%               1.00%

Other Expenses**                                   25.97%              16.79%               5.98%

Total Annual Fund Operating Expenses**             26.97%              17.79%               6.98%

Fee Waivers and Expense

Reimbursements***                                  25.52%              16.34%               5.53%

Net Expenses***                                     1.45%               1.45%               1.45%
</TABLE>

----------
*    The "Management Fee" is an annual fee, payable monthly out of each Fund's
     net assets.

**   "Other Expenses" for each Fund, and thus "Total Annual Fund Operating
     Expenses" for each Fund, are estimates and may be higher or lower than
     shown above.

***  Prior to ________, 2000, when the predecessors of the Funds were
     reorganized into the Funds, the Adviser charged the predecessor funds an
     all-inclusive 1.00% Management Fee and paid all of the expenses of the
     predecessor funds (other than brokerage commissions and extraordinary
     costs). The Funds' Investment Advisory Agreement requires the Adviser to
     limit its fees or reimburse each Fund for expenses to the extent necessary
     to keep Total Annual Fund Operating Expenses at or below 1.45% for the term
     of the Agreement (currently through ______, 2002).

                                       4
<PAGE>
EXAMPLE:

     This Example is intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.

     The Example assumes that you invest $10,000 in each Fund for the time
periods indicated and then redeem all of your shares at the end of these
periods. The Example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your cost would be:

                                               One Year        Three Years
                                               --------        -----------
Market Leaders Growth Fund                       $147              $458

Pure Play Internet Fund                          $147              $458

Community Intelligence Fund                      $147              $458

                              INVESTMENT STRATEGIES

     StockJungle.com, Inc., the Adviser's corporate parent, has established a
website on the Internet at http://www.stockjungle.com. One section of the
website has been designated by StockJungle.com as a community forum (the
"Community Site") in which visitors to the website (whether or not they are
shareholders of one or more of the Funds) can suggest investment opportunities
and ideas . Visitors can create screen names and actively manage virtual stock
portfolios by submitting stock recommendations with explanations of the reasons
for their stock picks, and can also view stock picks and explanations written by
others. The Community Site is a rated forum in that StockJungle.com, Inc. tracks
the performance of visitors' virtual stock portfolios over time using a
quantitative process, and provides cash rewards to those visitors with the
highest rated portfolios. The Community Site also allows visitors to communicate
with other visitors through a message board format.

     StockJungle.com, Inc. forwards the visitor recommendations posted in the
community forum to the Adviser for consideration as possible investments by the
Funds. The Adviser believes that a vast amount of knowledge and experience
exists among the visitors to the StockJungle.com website, and that by using the
Community Site, the Adviser has a greater breadth of investment ideas for the
Funds' portfolios. The Adviser analyzes each recommendation presented using
quantitative analysis (based on such factors as price-to-earnings ratio and
earnings per share) in order to determine whether a recommendation suggests a
security that is consistent with a Fund's investment objective and strategy. For
the Market Leaders Growth Fund and the Pure Play Internet Fund, similar analyses
are also made of other companies identified by the Adviser but not recommended
on the Community Site. The Adviser, in its sole discretion, determines whether
and what to extent the stock of any company should be purchased or sold by a
Fund.

                                       5
<PAGE>
     To achieve its investment objective, each Fund invests primarily in common
stocks. The principal investment strategies of the Funds are described below.
Additional information regarding these investment strategies can be found in the
Statement of Additional Information ("SAI").

STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND

     Under normal market conditions, the Market Leaders Growth Fund invests at
least 80% of its assets in a diversified portfolio of equity securities of U.S.
companies with market capitalizations of at least $20 billion at the time of
purchase. The Fund invests in companies which, in the opinion of the Adviser,
have consistently demonstrated strong quantitative measures of value, hold
strong competitive positions in their respective industries, and have favorable
long term growth prospects, as described below. The Fund focuses primarily on
industries represented in the S&P 500 Index including, but not limited, to
utilities, transportation, technology, chemicals, pharmaceuticals, retail sales,
oil, capital goods, financial services and communications. The Fund currently
invests a significant portion of its total assets in companies in various
technology industries and may do so in the future.

     The Adviser applies quantitative measures of value by screening certain
financial indicators such as price-to-earnings ratio, return on equity, and cash
flow using proprietary quantitative techniques. In assessing the strength of a
company's competitive position, the Adviser considers publicly available
information about such factors as technology leadership, market share, rights to
patents and other intellectual property, strength of management, marketing
prowess and product development capabilities. The Adviser assesses companies'
long term growth prospects based on the qualitative analysis of the companies'
business models.

     The Fund may invest up to 20% of its net assets in the common stock of
companies identified by the Adviser as leaders in relatively new and less
established industries (E.G., genomics) which have favorable growth prospects.
In selecting the companies, the Adviser takes into consideration not only the
current size of the market, but also the potential market size of the industry
as determined by the Adviser's own research. The Adviser also considers the
company's revenue growth rate compared to similar companies in the same
industry, the company's market share of that industry and the quality of the
management team.

     The Adviser uses a buy and hold approach, generally maintaining its
position in a company's stock without regard to day-to-day fluctuations in the
market. However, the Adviser frequently re-evaluates portfolio holdings, as it
deems necessary, and typically sells a stock when the reasons for buying it no
longer apply or when the company begins to show deteriorating fundamentals
(E.G., decreases in cash flow, change in management, publication of earnings
warnings or poor performance relative to its industry peers).

     Solely as a temporary defensive measure, the Fund may invest up to 20% of
its total assets in long or short positions in options on various market indices
or securities held by the Fund and in financial and index futures contracts in
order to reduce the Fund's exposure to adverse conditions. The Fund may also
invest a portion of its assets in U.S. Government securities, Standard & Poor's
Depositary Receipts, money market instruments or similar short-term securities
for liquidity purposes. When the Fund is making defensive investments, the Fund
may not achieve its investment objective.

                                       6
<PAGE>
     PORTFOLIO TURNOVER. The frequency of the Fund's portfolio transactions will
vary from year to year. Higher portfolio turnover rates resulting from more
actively traded portfolio securities generally result in higher transaction
costs, including brokerage commissions, and may adversely impact the Fund's
performance. However, since the Fund's investment policies emphasize long-term
investment in the securities of established companies, the Adviser does not
anticipate frequent changes in investments and the Fund's portfolio turnover
rate is expected to be relatively low. The Adviser expects that the annual
portfolio turnover rate for the Fund will be approximately 100%.

STOCKJUNGLE.COM PURE PLAY INTERNET FUND

     The StockJungle.com Pure Play Internet Fund invests, under normal
conditions, at least 80% of its total assets in a diversified portfolio of the
equity securities of U.S. Internet companies, with market capitalizations of at
least $1 billion at the time of purchase, which are identified by the Adviser to
be "Pure Play Internet" companies. Internet companies for purposes of investment
by the Fund include companies principally engaged in businesses that design,
develop and/or manufacture hardware and software products and services for the
Internet and the WWW.

     The Adviser, in its sole discretion, determines which companies properly
constitute "Pure Play Internet" companies. The Adviser's determination is based,
generally, on whether, in its view, such companies derive more than 50% of their
revenues from the Internet and/or WWW. "Pure Play Internet" companies may
include media and content providers, companies that use e-commerce as their
principal means of selling goods and services to the public, companies that
develop or manufacture business solutions that enable businesses to implement
Internet strategies, and companies engaged in the transmission of voice, video
and data over the Internet or WWW. At times the Fund may focus on one or more of
these Internet company sectors. These companies may include entities which are
new and unseasoned in which the Fund invests pursuant to an initial public
offering or otherwise where the Adviser believes that the opportunity for rapid
growth is above average.

     The Fund selects portfolio securities from the pool of U.S. Internet
companies designated by the Adviser as "Pure Play Internet" companies based on
its review of the fundamental investment value of those companies. This review
involves quantitative analysis of various publicly available indicators such as
the strength or potential strength of a company's competitive position, strength
of management, marketing prowess and product development capabilities.

     The companies in which the Fund invests are reevaluated on as frequent a
basis as is deemed appropriate by the Adviser. Securities are sold when the
reasons for their purchase no longer apply or as a result of factors such as
lack of performance, change in business direction, or adverse changes in other
factors (E.G., decreases in cash flow, change in management, or adverse
technological developments).

                                        7
<PAGE>
     The Internet is a world-wide network of computers designed to permit users
to share information and transfer data quickly and easily. The WWW, which is a
means of graphically interfacing with the Internet, is a hyper-text based
publishing medium containing text, graphics, interactive feedback mechanisms and
links within the WWW and to other WWW documents. Consequently, the Adviser
believes there are vast opportunities for continued growth in demand for
components, products, media, services and systems to assist, facilitate,
enhance, store, process, record, reproduce, retrieve and distribute information,
products and services for use by businesses, institutions and consumers.

     The Fund may also invest up to 20% of its net assets in U.S. Government
securities, high quality money market instruments and repurchase agreements. In
order to reduce the Fund's exposure to adverse conditions and solely as a
temporary defensive measure, the Fund may invest a more substantial portion of
its net assets in U.S. Government securities, high quality money market
instruments or similar short-term securities or hold either long or short
positions in options on the S&P 500 Index and financial index futures contracts
in order to reduce exposure to market fluctuations. When the Fund is making such
defensive investments, the Fund may not achieve its investment objective.

     PORTFOLIO TURNOVER. The frequency of the Fund's portfolio transactions will
vary from year to year and depend on changes in the companies designated by the
Adviser as "Pure Play Internet" companies. Higher portfolio turnover rates
resulting from more actively traded portfolio securities generally result in
higher transaction costs, including brokerage commissions, and may adversely
impact the Fund's performance. The Adviser expects that the annual portfolio
turnover rate for the Fund will be approximately 100%.

STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND

     The Community Intelligence Fund invests, under normal conditions, at least
80% of its assets in a diversified portfolio of the common stocks and other
equity securities of those U.S. companies that have market capitalizations of at
least $100 million at the time of purchase. There is no upper limit on such
market capitalizations, which may exceed $100 billion. These may include the
securities of companies which are new and unseasoned in which the Fund invests
pursuant to an initial public offering or otherwise where the Adviser believes
that the opportunity for rapid growth is above average. The Fund currently
invests a significant portion of its total assets in companies in various
technology industries and may do so in the future.

     Although it is not currently a principal aspect of the Fund's investment
strategy, the Fund is also authorized with respect to 20% of its portfolio to
make short sales of securities it owns or has the right to acquire at no added
cost through conversion or exchange of other securities it owns (referred to as
short sales "against the box") and to make short sales of securities which it
does not currently own or have the right to acquire. In addition, for liquidity
purposes or pending the purchase of investments in accordance with its policies,
the Fund may, from time to time, invest a portion of the Fund's assets in U.S.
Government securities or money market instruments.

     PORTFOLIO TURNOVER. The frequency of the Fund's portfolio transactions will
vary from year to year. The Fund's investment policies may lead to frequent
changes in investments and the Fund's portfolio turnover rate may be

                                       8
<PAGE>
significantly higher than that of most other mutual funds. These transactions
may also result in realization of taxable capital gains, much or all of which
are short-term capital gains subject to federal and state taxation as ordinary
income and not eligible for favored long term capital gains tax treatment.
Higher portfolio turnover rates resulting from actively trading portfolio
securities will generally result in higher transaction costs, including
brokerage commissions, and may adversely effect the Fund's performance. The Fund
expects that its annual portfolio turnover rate will be approximately 100%.

                                   MAIN RISKS

     The principal risks of investing in the Funds are described below.
Additional information regarding these risks can be found in the SAI.

GENERAL RISKS

     INVESTING IN MUTUAL FUNDS. All mutual funds carry risk. You may lose money
on your investment in any of the Funds. As all investment securities are subject
to inherent market risks and fluctuations in value due to earnings, economic and
political conditions and other factors, no assurance exists that any Fund's
investment objective will be achieved. In addition, you should be aware that
none of the Funds has any substantial operating history and the Adviser has no
substantial prior experience in serving as an investment adviser to a mutual
fund.

     MARKET RISK OF EQUITY INVESTING. The net asset value of each of the Funds
fluctuates based on changes in the value of its underlying portfolio. The stock
market is generally susceptible to volatile fluctuations in market price. Market
prices of equity securities in which each Fund invests may be adversely affected
by an issuer's having experienced losses or by the lack of earnings or by the
issuer's failure to meet the market's expectations with respect to new products
or services, or even by factors wholly unrelated to the value or condition of
the issuer. The value of the securities held by each Fund is also subject to the
risk that a specific segment of the stock market does not perform as well as the
overall market. Under any of these circumstances, the value of the Funds' shares
and total return will fluctuate, and your investment may be worth more or less
than your original cost when you redeem your shares.

     RELIANCE ON RECOMMENDATIONS. The effectiveness of the Community
Intelligence Fund's investment strategy depends on the ongoing participation by
visitors to the Community Site and the submission of bona-fide potential
investments for the Funds. There are no assurances that the Community Site will
continue to attract such participation.

     TECHNOLOGY SECTOR RISK. Each of the Market Leaders Growth Fund and the
Community Intelligence Fund currently invests a significant portion of its total
assets in companies in various technology industries and may do so in the
future, and the Pure Play Internet Fund invests primarily in such companies.
Market or economic factors impacting technology companies could have a major
effect on the value of each Fund's investments. Stock prices of technology
companies are particularly vulnerable to rapid changes in product cycles,
government regulation, high personnel turnover and shortages of skilled
employees, product development problems, and aggressive pricing and other form
of completion. In addition, technology stocks, especially those of smaller, less
seasoned companies, tend to have high price/earning ratios and to be more
volatile than the overall market.

                                       9
<PAGE>
     RISKS ASSOCIATED WITH WEBSITE. Since the Adviser intends to post updates of
each Fund's holdings and completed trading activity in real time, to the extent
practicable, there is a risk that certain investors may attempt to use such
information to the detriment of the Funds. The Board of Trustees has considered
this issue and has determined that each Fund's and the Adviser's use of the
website is nonetheless in the best interests of each Fund and its shareholders.
The Board of Trustees monitors the use of the website to determine that it
continues to be in the best interests of each Fund's shareholders.

     The Community Site may attract visitors seeking to use the website to
influence the market price of a particular security. The Adviser researches and
analyzes all recommendations prior to investing in a company's stock. However,
there can be no assurances that this provides total protection against any
market manipulation.

     Widespread network failure of the Internet and/or WWW could result in
delays or interruptions which could, in turn, delay or prevent persons from
posting investment recommendations to be submitted to the Adviser for analysis
and selection for investment by the Fund.

     INVESTMENT IN NEW AND UNSEASONED COMPANIES. Companies which are relatively
new and unseasoned and in their early stages of development may not be
well-known to the investing public or have significant institutional ownership.
They may lack depth of management and may be unable to internally generate funds
necessary for growth or potential development or to generate such funds through
external financing on favorable terms. In addition, these companies may be
developing or marketing new products or services for which markets are not yet
established and may never become established. Finally, new and unseasoned
companies may have relatively small revenues and limited product lines, markets,
or financial resources; their securities are often traded over-the-counter or on
a regional exchange and may trade less frequently and in more limited volume
than those of larger, more mature companies. When making larger sales, the Funds
may have to sell securities at discounts from quoted prices or may have to make
a series of small sales over an extended period of time. As a result, the market
prices of these securities may be more subject to volatile fluctuations than
those of more mature issuers. Such fluctuations could have an adverse effect on
the net asset value of the Funds and your investment.

     INVESTMENT IN SMALL AND MID-CAP COMPANIES. Companies identified by the
Adviser as relatively new leaders in smaller and less established industries may
include issuers with small or mid-sized capital structures (generally a market
capitalization of $5 billion or less). Consequently, the Fund may be subject to
the additional risks associated with investment in these companies. The market
prices of the securities of such companies tend to be more volatile than those
of larger companies. Further, these securities tend to trade at a lower volume
than those of larger more established companies. Accordingly, if the value of
the securities of small or mid-capitalization companies held in a Fund's
portfolio decline, the Fund may be adversely affected and you could lose money
on your investment.

                                       10
<PAGE>
MARKET LEADERS GROWTH FUND RISKS

     RISK OF INVESTING IN INDUSTRIES REPRESENTED IN THE S&P 500 Index. Investing
in the various industries represented in the S&P 500 Index exposes the Fund to a
broad variety of risk factors. The risks that could adversely affect the value
of your investment in the Fund include changes in economic conditions and
interest rates, the exposure of companies within these industries to foreign
economic and political developments and currency fluctuations, the ability of
companies (especially those in the Chemical and Pharmaceutical sectors) to pass
their products through regulatory bodies, changes in the spending patterns of
consumers, the creation of new technology which might make obsolete the
technology sold, serviced, utilized, or otherwise relied upon by companies held
by the Fund, and the fluctuation of energy prices.

PURE PLAY INTERNET FUND RISKS

     INTERNET SECTOR RISK. The value of the Pure Play Internet Fund's shares is
susceptible to factors affecting the Internet and WWW. This sector may be
subject to greater governmental regulation than many other sectors and changes
in government policies and the need for regulatory approvals may have a material
effect on the products and services of this sector. In addition, because of its
relatively narrow focus, the Fund's performance is closely tied to, and affected
by, this sector as a whole. Companies in a specialized sector are often faced
with the same obstacles, issues or regulatory burdens and their securities may
react similarly and move in unison to these and other market conditions. As a
result of these factors, securities in which the Fund invests are more volatile
than securities of companies in other sectors. Competitive pressures and
changing demand may have a significant effect on the financial condition of
Internet companies. These companies spend heavily on research and development
and are especially sensitive to the risk of product obsolescence.

COMMUNITY INTELLIGENCE FUND RISKS

     SHORT SALES. Although it is not currently a principal investment technique,
the Community Intelligence Fund may take short positions in securities. A short
sale is the sale by the Fund of a security which has been borrowed from a third
party in the expectation that the market price will drop. If the price drops,
the Fund will make a profit by purchasing the security in the open market at a
lower price. If the price rises, the Fund may have to cover its short position
at a higher price, resulting in a loss. A short sale may be covered or
uncovered. In a covered short sale, the Fund either borrows and sells the
securities it already owns, or deposits in a segregated account liquid assets
equal to the difference between the market value of the securities and the short
sales price. Use of short sales is a speculative investment technique that has
potentially unlimited risk of loss. Investment via short positions presents the
risk that if the stock markets move against the short position, the Fund will be
more susceptible to a sudden and significant decline in the net asset value of
the Fund.

ADDITIONAL RISKS

     RISK FACTORS IN OPTIONS TRANSACTIONS. The successful use of a Fund's
options strategies depends on the ability of the Adviser to forecast correctly
interest rate and market price movements. For example, if a Fund were to write a

                                       11
<PAGE>
call option based on the Adviser's expectation that the price of the underlying
security would fall, but the price were to rise instead, the Fund could be
required to sell the security upon exercise at a price below the current market
price. Similarly, if a Fund were to write a put option based on the Adviser's
expectation that the price of the underlying security would rise, but the price
were to fall instead, the Fund could be required to purchase the security upon
exercise at a price higher than the current market price.

     When a Fund purchases an option, it runs the risk that it will lose its
entire investment in the option in a relatively short period of time, unless the
Fund exercises the option or enters into a closing sale transaction before the
option's expiration. If the price of the underlying security does not rise (in
the case of a call) or fall (in the case of a put) to an extent sufficient to
cover the option premium and transaction costs, a Fund will lose part or all of
its investment in the option. This contrasts with an investment by the Fund in
the underlying security, since the Fund will not realize a loss if the
security's price does not change.

     The effective use of options also depends on a Fund's ability to terminate
option positions at times when the Adviser deems it desirable to do so. There is
no assurance that a Fund will be able to effect closing transactions at any
particular time or at an acceptable price.

     RISK FACTORS IN FUTURES TRANSACTIONS. Successful use of futures contracts
by a Fund is subject to the Adviser's ability to predict movements in various
factors affecting securities markets, including interest rates. Compared to the
purchase or sale of futures contracts, the purchase of call or put options on
futures contracts involves less potential risk to a Fund because the maximum
amount at risk is the premium paid for the options (plus transaction costs).
However, there may be circumstances when the purchase of a call or put option on
a futures contract would result in a loss to a Fund when the purchase or sale of
a futures contract would not, such as when there is no movement in the prices of
the hedged investments. The writing of an option on a futures contract involves
risks similar to those risks relating to the sale of futures contracts.

     The use of options and futures strategies also involves the risk of
imperfect correlation among movements in the prices of the securities underlying
the futures and options purchased and sold by a Fund, of the options and futures
contracts themselves, and, in the case of hedging transactions, of the
securities which are the subject of a hedge. The successful use of these
strategies further depends on the ability of the Adviser to forecast interest
rates and market movements correctly.

     NEWLY ORGANIZED FUNDS. The Funds, as well as the Adviser and its parent
corporation's StockJungle.com website, are newly organized and are designed and
created primarily for on-line investors. Although the Funds and the Adviser
believe that investors' ability to access information and features via the
website will provide investors a more complete and educational mutual fund
experience than is generally available, this is a relatively new approach to
mutual fund investing which is still evolving. The Funds are the successors to
similar series of StockJungle.com Trust, a registered investment company that
was reorganized into Trust for Investment Managers (the "Trust") in October
2000. In April 2000, StockJungle.com Trust terminated operation of its S&P 500
Index Fund series, which did not attract sufficient investors to effectively

                                       12
<PAGE>
track the performance of the S&P 500 Index. No assurance exists that the current
Funds will attract sufficient investors to ensure that the Funds and the
Investment Adviser can operate effectively and profitably in the long run.

                                   MANAGEMENT

THE ADVISER

     StockJungle.com Investment Advisors, Inc. has been retained under an
Investment Advisory Agreement with the Trust to serve as the investment adviser
to each of the Funds, subject to the authority of the Board of Trustees. The
Adviser is a privately-held investment advisory and money management company,
organized in November 1999 and registered as an investment adviser with the
Securities and Exchange Commission. The Adviser's principal office is located at
5750 Wilshire Boulevard, Suite 560, Los Angeles, California 90036. The Adviser
can also be contacted by telephone at 1-877-884-3147.

     The Adviser provides each Fund with investment advice, supervises the
Fund's management and investment programs, and provides investment advisory
facilities and executive and supervisory personnel for managing the investments
and effecting the portfolio transactions of each Fund. Under the Investment
Advisory Agreement, each of the Funds pays the Adviser monthly in arrears an
annual investment advisory fee equal to 1.00% of its average daily net assets.

EXPENSE LIMITATION AGREEMENT

     Each Fund is responsible for its own operating expenses. The Adviser has
contractually agreed in its Investment Advisory Agreement to reduce its fees
and/or pay expenses of the Funds to ensure that total Fund operating expenses
for each Fund will not exceed 1.45% of average daily net assets annually for the
term of the Agreement (currently through _____, 2002).

PORTFOLIO MANAGERS

     Each of the Funds is co-managed by Gordon Gustafson and Akber Zaidi.

     Gordon Gustafson joined the Adviser in March 1999. Mr. Gustafson has a B.A.
in Economics from the University of California, Los Angeles. Before joining the
Adviser, Mr. Gustafson worked in the film industry as a Production Manager and
pursued an M.A. in Mass Communications at California State University,
Northridge. Before moving to Los Angeles, Mr. Gustafson lived in Seattle where
he was self-employed as a writer. Mr. Gustafson has not been professionally
employed previously in the investment management industry.

     Akber Zaidi joined the Adviser in October 1999. From July 1997 to October
1999, he was the stock portfolio manager for Island View Funds LLC, a hedge
fund, where his responsibilities included daily portfolio management and the
creation of process-driven strategies. From July 1995 to July 1997, Mr. Zaidi
was a commodity trading adviser for ANZ Capital Management , where he developed
trading systems and models using fundamental and technical analysis, and an
independent commodity trading adviser. Mr. Zaidi received his undergraduate
degree in Operations Research and Industrial Engineering and an M.B.A. in
Finance from Cornell University.

                                       13
<PAGE>
ADMINISTRATOR

     The Funds' administrator is Investment Company Administration, L.L.C.
("ICA"), 2020 E. Financial Way, Suite 100, Glendora, California 91741. ICA is
primarily in the business of providing administrative, fund accounting and
related services to mutual funds, and currently provides services to funds with
approximately $9 billion of total assets throughout the United States. Each Fund
pays ICA a monthly fee at the annual rate of 0.10% of the Fund's average daily
net assets up to $200 million; 0.05% of such assets from $200 million to $500
million; and 0.03% of such assets in excess of $500 million. The minimum fee is
$30,000 per year per Fund.

                             SHAREHOLDER INFORMATION

HOW TO BUY SHARES

     You may purchase shares of a 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. A Fund is not required to
issue share certificates. The Funds reserve the right to reject any purchase in
whole or in part.

     You may also buy and sell shares of a Fund through certain brokers (and
their agents) that have made arrangements with the Funds to sell their 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 Funds' Transfer Agent, and
you will pay or receive the next share 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
Adviser may pay the broker (or 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 Funds' prospectus.

BY CHECK

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

                                   [Fund Name]
                         c/o Unified Fund Services, Inc.
                          431 North Pennsylvania Street
                           Indianapolis, IN 46204-1806

     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 the appropriate Fund
in the envelope provided with your statement or to the address noted above. Your
account number should be written on the check.

                                       14
<PAGE>
BY WIRE

     If you are making an initial investment in a Fund through the Transfer
Agent, 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 1-877-884-3147. Upon receipt of your completed Account
Application, the Transfer Agent will establish an account for you. Once you 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:

          Fifth Third Bank
          ABA Routing #042000314
          StockJungle.com
          Account #9999-43593
          ffc: shareholder name and account number

     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 1-877-884-3147. Your bank
may charge you a fee for sending a wire to a Fund.

AUTOMATIC INVESTMENT PLAN

     For your convenience, the Funds offer an Automatic Investment Plan. Under
this Plan, you authorize a Fund or Funds to withdraw from your personal checking
account each month an amount that you wish to invest. If you wish to enroll in
this Plan, complete the appropriate section in the Account Application. The
Funds 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 Funds offer individual retirement account ("IRA") plans. You may obtain
information about opening an IRA account by calling 1-877-884-3147. If you wish
to open a Keogh, Section 403(b) or other retirement plan, please contact your
securities dealer.

HOW TO SELL SHARES

     You may sell (redeem) your Fund shares on any day the New York Stock
Exchange ("NYSE") is open for business either directly to the Funds or through
your investment representative, who may charge a fee for such services.

                                       15
<PAGE>
     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 the appropriate Fund at:

                                   [Fund Name]
                         c/o Unified Fund Services, Inc.
                          431 North Pennsylvania Street
                           Indianapolis, IN 46204-1806

     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 1-877-884-3147 before the close of regular trading on the 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 Funds and
their 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 Funds and the
Transfer Agent will use procedures to confirm that the telephone instructions
are genuine. These procedures may include recording the telephone call and
asking the caller for a form of personal identification. If the Funds 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 Funds may change, modify or terminate these privileges at any time
upon at least 60 days' notice to shareholders.

     You may request telephone redemption privileges after your account is
opened by calling the Transfer Agent at 1-877-884-3147 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. For
example, your redemption may be delayed if you do not sign your written request.
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

                                       16
<PAGE>
Account Application is received by the Funds. If you did not purchase your
shares with a certified check or wire, the Funds 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.

     Although there is no minimum account size, the Funds in their sole
discretion may redeem the shares in your account if the value of your account is
less than $500. This does not apply to retirement plan. You will be notified
that the value of your account is less than $500 before the Funds make 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 $500 before
the Funds take any action.

     Each 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. The Funds do not
expect to do this except in unusual circumstances.

                             PRICING OF FUND SHARES

     The price of each Fund's shares is based on the Fund's net asset value.
This is done by dividing the market price, or if unavailable, fair value, of the
Fund's assets, minus its liabilities, by the number of shares outstanding. A
Fund's assets are the market value of securities held in its portfolio, plus any
cash and other assets. A Fund's liabilities are fees and expenses owed by the
Fund. The number of Fund shares 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.

     The net asset values of the Funds' shares are 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).

                              SHAREHOLDER SERVICES

CONFIRMATION OF TRANSACTIONS AND REPORTING OF OTHER INFORMATION VIA ELECTRONIC
DELIVERY

     The Funds provide electronically delivered confirmations of all of your
purchases or redemptions of Fund shares. In addition, you will receive
electronically delivered account statements on a quarterly basis from the Funds.
You will also receive various IRS forms via regular mail after the first of each
year detailing important tax information and each Fund will supply
electronically delivered annual and semi-annual reports that list securities
held by the Fund and include its then current financial statements.

     Each of the Funds has been designed and created for investment by on-line
investors. In order to keep cost to a minimum, shareholders in the Funds are
requested to consent to the acceptance of all information about the Funds in
which they invest through access to the StockJungle.com website and electronic
delivery. Such shareholder information may, from time to time, include
prospectuses, statements of additional information, proxy statements, financial

                                       17
<PAGE>
reports, confirmations and financial statements. However, each Fund will deliver
paper-based documents upon request by shareholders and reserves the right to
deliver paper-based documents at no cost to the investor.

EXCHANGE PRIVILEGE

     You may exchange your shares in any Fund for shares of any other Fund at no
charge. Exercising the exchange privilege is really two transactions: a sale of
shares in one Fund and the purchase of shares in another. Further, exchanges may
have certain tax consequences and you could realize short- or long-term capital
gains or losses. Exchanges are generally made only between identically
registered accounts unless you send written instructions with a signature
guarantee requesting otherwise.

     Call 1-877-884-3147 to learn more about exercising your exchange
privilege.

                           DIVIDENDS AND DISTRIBUTIONS

     Each Fund will make distributions of dividends and capital gains, if any,
at least annually, typically after year end. Each 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 by a Fund will be reinvested in the Fund's 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 STATUS

     Each Fund is treated as a separate corporation for federal income tax
purposes under the Internal Revenue Code of 1986, as amended. Each Fund intends
to qualify and to elect to be treated as a regulated investment company. If so
qualified, the Fund will not be liable for federal income taxes to the extent it
distributes taxable income to shareholders.

     Distributions to shareholders by the Funds, whether received in cash or
reinvested in additional shares of the Fund, are generally subject to federal
income tax at varying rates depending on whether such distributions are treated
as ordinary income or capital gains distributions.

     Any redemption of a Fund's shares is a taxable event that may result in a
capital gain or loss. Before investing in any of these Funds, you should consult
your tax adviser regarding the consequences of your local and state tax laws.

                                       18
<PAGE>
                           SHAREHOLDER SERVICING PLAN

     Each Fund has adopted a shareholder services plan. This plan allows each
Fund to pay shareholder servicing fees for services provided to shareholders.
The plan provides for the payment of a shareholder servicing fee at the annual
rate of 0.25% of the Funds' average daily net assets which are provided by the
Adviser and by securities broker-dealers and other securities professionals.
Because these fees are paid out of Fund assets on an ongoing 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 share charges.

                             PERFORMANCE INFORMATION

     Each Fund's investment performance may, from time to time, be included in
advertisements about the Fund. "Total Return" for the one, five and ten year
periods (or for the life of a Fund, if shorter) through the most recent quarter
represents the average annual compounded rate of return on an investment of
$1,000 in the Fund invested at the public offering price. Total return may also
be presented for other periods.

     All performance data is based on a Fund's past investment results and does
not predict future performance. Investment performance, which will vary, is
based on many factors, including market conditions and the composition of the
Fund's portfolio. Investment performance also often reflects the risks
associated with the Fund's investment objective and policies. These factors
should be considered when comparing the Funds' investment results to those of
other mutual funds and other investment vehicles. Quotation of investment
performance for any period when a fee waiver or expense limitation was in effect
will be greater than if the waiver or limitation had not been in effect. A
Fund's performance may be compared to other mutual funds, relevant indices and
rankings prepared by independent services.

                               GENERAL INFORMATION

     Each of the StockJungle.com Market Leaders Growth Fund, the StockJungle.com
Pure Play Internet Fund, and the StockJungle.com Community Intelligence Fund is
a series of Trust for Investment Managers, a Delaware business trust.
Distributor and Custodian

     First Fund Distributors, Inc. (the "Distributor"), an affiliate of ICA,
serves as the principal underwriter of each Fund and the exclusive agent for the
distribution of each Fund's shares. Fifth Third Bank serves as Custodian for
each Fund's cash and securities. The Custodian does not assist in, and is not
responsible for, investment decisions involving assets of any of the Funds.
Unified Fund Services, Inc. ("Unified") acts as each Fund's Transfer, Dividend
Disbursing and Shareholder Servicing Agent.

     Legal matters in connection with the Funds, including the issuance of
shares of beneficial interest of each Fund, are passed upon by Paul, Hastings,
Janofsky & Walker, LLP, 555 South Flower Street, Los Angeles, California 90071.
Arthur Andersen LLP, located at 425 Walnut Street, Suite 1500, Cincinnati, Ohio
45202, serves as the independent auditors for the Funds.

                                       19
<PAGE>
FINANCIAL HIGHLIGHTS

     The following financial highlights table for the predecessors of the Funds
is intended to help you understand the Funds' financial performance. This
information for the period from the inception of the predecessor funds (November
17, 1999) through March 31, 2000 has not been audited. These financial highlight
appear, along with the Funds' financial statements, in the Funds' Semi-Annual
Report (available upon request; see the back cover of this prospectus).
Information presented in the financial highlights is for a share outstanding
throughout each period. The total return figures in the tables represent the
rate an investor would have earned on an investment in a Fund (assuming
reinvestment of all dividends and distributions).

                                       20
<PAGE>
                              STOCKJUNGLE.COM TRUST
                              FINANCIAL HIGHLIGHTS
                Per Share Data for a Share Outstanding Throughout
                  the Period Ended March 31, 2000* (Unaudited)

<TABLE>
<CAPTION>
                                           STOCKJUNGLE.COM    STOCKJUNGLE.COM   STOCKJUNGLE.COM
                                              COMMUNITY          PURE PLAY       MARKET LEADERS
                                          INTELLIGENCE FUND    INTERNET FUND      GROWTH FUND
                                          -----------------    -------------     -------------
<S>                                         <C>                <C>               <C>
Net asset value at beginning of period       $    10.00           $  10.00          $  10.00
                                             ----------           --------          --------
Income from investment operations:
   Net investment income (loss)                      --              (0.01)             0.01

   Net realized and unrealized gains
     on investments                                5.43               2.40              0.47
                                             ----------           --------          --------
Total from investment operations                   5.43               2.39              0.48
                                             ----------           --------          --------
Net asset value end of period                $    15.43           $  12.39          $  10.48
                                             ==========           ========          ========
Total return**                                    54.30%             23.90%             4.80%
                                             ==========           ========          ========
Net assets at end of period                  $3,646,722           $898,628          $433,283
                                             ==========           ========          ========
Ratio of net expenses to average
  net assets ***                                   1.00%              1.00%             1.00%

Ratio of net investment income (loss)
  to average net assets ***                        0.43%             (0.22)%            0.45%

Portfolio turnover rate**                            86%                62%                8%
</TABLE>

----------
*    Represents the period from the initial public offering of shares (November
     17, 1999) through March 31, 2000.
**   Not annualized.
***  Annualized.

                                       21
<PAGE>
                              FOR MORE INFORMATION

                   STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
                     STOCKJUNGLE.COM PURE PLAY INTERNET FUND
                   STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND

                   SERIES OF THE TRUST FOR INVESTMENT MANAGERS

     The Statement of Additional Information (the "SAI") contains additional
information about the Funds, and is incorporated in this Prospectus by
reference. Additional information about the Funds' investments is available in
the Funds' annual and semi-annual reports to shareholders. In the Funds' annual
report, you will be able to find a discussion of the market conditions and
investment strategies that significantly affect each Fund's performance during
its last fiscal year.

     The SAI and the Funds' annual and semi-annual reports will be available,
without charge, upon request. You may call the Funds toll-free at 1-
877-884-3147 to request the SAI, request the Funds' annual report, request the
Funds' semi-annual report, request other information about the Funds, or make
shareholder inquiries. The SAI is available, and the annual and semi-annual
report will be made available, without charge on the Internet website at
http://www.stockjungle.com.

     You can also contact the Funds by writing to:

                           Unified Fund Services, Inc.
                          431 North Pennsylvania Street
                           Indianapolis, IN 46204-1806
                            Telephone: 1-877-884-3147

     You can review and copy information, including the Funds' 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 Funds 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].

                               File No. 811-09393


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