INVESTA MANAGEMENT CO INC, N-1A/A, 2000-01-31

INVESTA MANAGEMENT CO INC
N-1A/A, 2000-01-31

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REGISTRATION NO. 333-81147
ICA NO. 811-09399

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 |_|

Pre-Effective Amendment No. 2 |_|
--------

Post-Effective Amendment No. |_|

and/or

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

Pre-Effective Amendment No. 2 |_|

(Check Appropriate Box or Boxes)

INVESTA MANAGEMENT CO., INC.
-----------------------------
(Exact Name of Registrant as Specified in Charter)

551 Fifth Avenue
NEW YORK, NEW YORK 10176
-------------------------
(Address of Principal Executive Offices)(Zip Code)

(212) 599-4338
---------------
(Registrant's Telephone Number, Including Area Code)

Michael Miola
American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
HAUPPAUGE, NEW YORK 11788
--------------------------
(Name and Address of Agent For Service)

With a copy to:

Thomas R. Westle, Esq.
Spitzer & Feldman P.C.
405 Park Avenue
New York, NY 10022

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
------------------------------------------------
(Approximate Date of Proposed Public Offering)

SHARES OF COMMON STOCK
----------------------
(Title of Securities Being Registered)

<PAGE>

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

|_| immediately upon filing pursuant to paragraph (b).

|_| on (date) pursuant to paragraph (b).

|_| 60 days after filing pursuant to paragraph (a)(1).

|_| on (date) pursuant to paragraph (a)(1).

|_| 75 days after filing pursuant to paragraph (a)(2).

|_| on (date) pursuant to paragraph (a)(2) of Rule 485.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

<PAGE>

INVESTA MANAGEMENT CO., INC.

THE SUPER INDEX FUND
THE INVESTMENTWIZARD FUND

PROSPECTUS

_______________, 2000

THE SUPER INDEX FUND seeks to provide investors with annual returns that exceed
the annual return of the Standard & Poor's 500 Composite Market Index (the "S&P
500 Index") by investing at least 90% of the Fund's assets in a diversified
portfolio of common stock in order to replicate the proportionate holdings of
the S&P 500 Index and implementing a proprietary option strategy developed by
Investa, Inc. (the "Adviser").

THE INVESTMENTWIZARD FUND seeks to provide investors with long-term capital
appreciation by investing in a diversified portfolio of equity securities of
U.S. and non-U.S. companies which have demonstrated fundamental investment value
and favorable growth prospects and by implementing a proprietary option strategy
developed by the Adviser.

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

<PAGE>

TABLE OF CONTENTS

PAGE
----

RISK/RETURN SUMMARY..................................................3

PERFORMANCE..........................................................5

FEES AND EXPENSES OF THE FUNDS.......................................6

THE SUPER INDEX FUND.................................................7

THE INVESTMENTWIZARD FUND............................................8

MAIN RISKS..........................................................10

MANAGEMENT ORGANIZATION AND CAPITAL STRUCTURE.......................13

VALUATION OF SHARES.................................................15

HOW TO PURCHASE SHARES..............................................17

HOW TO REDEEM SHARES................................................19

SHAREHOLDER SERVICES................................................21

DIVIDENDS AND DISTRIBUTIONS.........................................22

DISTRIBUTION AND SERVICE PLAN.......................................23

TAX STATUS..........................................................23

PERFORMANCE INFORMATION.............................................24

GENERAL INFORMATION.................................................24

CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT........................25

COUNSEL AND INDEPENDENT AUDITORS....................................25

FOR MORE INFORMATION................................................26

<PAGE>

RISK/RETURN SUMMARY

1. THE SUPER INDEX FUND

INVESTMENT OBJECTIVE:

- - The Fund seeks to provide investors with annual returns which exceed the
annual returns of the S&P 500 Index.
.....................................................................
PRINCIPAL INVESTMENT STRATEGIES:

- - Invest at least 90% of the Fund's assets in S&P 500 Index Securities to
replicate the proportionate holdings of the S&P 500 Index, an unmanaged
index which represents a significant portion of the market value of all
common stock publicly traded in the United States. The Adviser seeks to
achieve a correlation between the performance of the Fund and the S&P 500
Index of at least 0.95, after expenses. A correlation of 1.00 would mean
that the Fund and the S&P 500 Index were perfectly correlated.

- - Invest primarily in Standard & Poor's Depositary Receipts ("SPDRs") until
the Adviser believes the Fund has sufficient assets ($3 million) to
replicate the S&P 500 Index.

- - Seek to enhance the Fund's performance by using a proprietary option
strategy, the "Investa Overwriting Strategy", which involves trading, for
hedging purposes and/or direct investment, Standard & Poor's 100 Index
Options, Standard & Poor's 500 Index Options or certain other index
options that the Adviser believes will correlate with the S&P 500 Index
(collectively "Index Options"). The Fund may use up to 10% of its assets
to implement the Investa Overwriting Strategy.

PRINCIPAL INVESTMENT RISKS:

- - RISK OF LOSS. You can lose money by investing in this Fund.

- - MARKET RISK. The net asset value of the Fund will fluctuate based on
changes in the value of the underlying S&P 500 Index Securities. The U.S.
stock markets upon which the S&P 500 Index Securities are listed are
generally susceptible to volatile fluctuations in market price. Increased
volatility of the Fund's portfolio securities may adversely affect the
value of the Fund's shares and your investment.

- - IMPERFECT CORRELATION. The correlation between the Fund and the
performance of the S&P 500 Index may be affected by the Fund's expenses,
changes in securities markets, changes in the composition of the S&P 500
Index and the timing of purchases and redemptions of Fund shares.

<PAGE>

- - OPTIONS TRANSACTIONS. The Fund will trade Index Options for hedging
purposes and/or direct investment. These instruments contain certain
special risks including imperfect correlations between the value of the
Index Option and the value of the underlying asset.

- - INVESTA OVERWRITING STRATEGY. Use of the Investa Overwriting Strategy may
adversely affect the value of the Fund's shares and your investment.

2. THE INVESTMENTWIZARD FUND

INVESTMENT OBJECTIVE:

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

PRINCIPAL INVESTMENT STRATEGIES:

- - Invest, without regard to market capitalization, at least 90% of the
Fund's assets in a diversified portfolio of equity securities of U.S. and
non-U.S. companies which the Adviser believes have favorable growth
prospects.

- - Identify portfolio securities based on financial information provided on
INVESTMENTWIZARD(SM), an interactive Internet database developed by the
Adviser, which will enable the Adviser to identify specific investment
opportunities that the Adviser believes will best allow the Fund to
achieve its investment objective.

- - Seek to enhance the Fund's performance by using a proprietary option-based
investment model, the "Investa Overwriting Strategy", which involves
trading Index Options for hedging purposes and/or direct investment. The
Fund may use up to 10% of its assets to implement the Investa Overwriting
Strategy.

PRINCIPAL INVESTMENT RISKS:

- - RISK OF LOSS. You can lose money by investing in this Fund.

- - MARKET RISK. The net asset value of The InvestmentWizard Fund can be
expected to fluctuate based on changes in the value of the securities in
which the Fund invests. The stock market is generally susceptible to
volatile fluctuations in market price. Increased volatility of the Fund's
portfolio securities may adversely affect the value of the Fund's shares
and your investment.

- - INVESTMENT WITHOUT REGARD TO CAPITALIZATION. The Fund will invest in
equity securities without regard to market capitalization and may be
subject to additional risks associated with investment in companies with
small or mid-sized capital structures that tend to be more volatile and
trade at a lower volume than those of larger companies.

- - RELIANCE ON INVESTMENTWIZARD(SM). There is no guarantee that the financial
information provided on INVESTMENTWIZARD(SM) will be reliable or accurate,
that the Adviser's analysis of such

<PAGE>

information will lead to the successful implementation of the
Fund's investment strategy, or that the Fund will achieve its
investment objective.

- - FOREIGN SECURITIES. Investing in foreign securities involves risks not
typically associated with investing in U.S. securities, such as financial,
currency exchange rate fluctuation, country and political risks that could
adversely affect the value of the Fund's shares and your investment that
are not typically associated with investing in U.S. securities.

- - INVESTA OVERWRITING STRATEGY. Use of the Investa Overwriting Strategy may
adversely affect the value of the Fund's shares and your investment.

PERFORMANCE

No prior performance information is presented for either The
Super Index Fund or The InvestmentWizard Fund because, to date, neither
Fund has annual returns for a full fiscal year.

<PAGE>

FEES AND EXPENSES OF THE FUNDS

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF EITHER FUND.

SUPER INDEX INVESTMENTWIZARD
----------------- ------------------

SHAREHOLDER TRANSACTION FEES (paid directly from your
investments): None None

ESTIMATED ANNUAL FUND OPERATING EXPENSES:
(expenses that are deducted from Fund assets,
as a percentage of net assets)

Management Fees 1.00% 1.00%

Distribution and/or Service (Rule 12b-1) Fees 1 0.25% 0.25%

Other Expenses 2,3 1.25% 1.25 %

Total Fund Operating Expenses 3 2.50% 2.50%

- -------------------------------
<FN>

1. Based on such 12b-1 fees, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by
the NASD.

2. Other Expenses include, among other expenses, administrative, custody,
distributor, transfer agency and shareholder servicing fees.

3. Other Expenses are based on estimated amounts for the current fiscal year
asuming $10 million in average annual net assets.
</FN>
</TABLE>

EXAMPLE:

THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
A FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN A 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:

SUPER INDEX FUND INVESTMENTWIZARD FUND
---------------- ---------------------

ONE YEAR $254.00 ONE YEAR $254.00
THREE YEARS $794.00 THREE YEARS $794.00

ADDITIONAL INFORMATION ABOUT THE FUNDS

The following information on the principal investment strategies and risks
of The Super Index Fund and The InvestmentWizard Fund is intended to provide the
investor with a more detailed discussion of the information provided in the
Risk/Return Summary beginning on Page 3.

<PAGE>

THE SUPER INDEX FUND

PRINCIPAL INVESTMENT STRATEGIES

1. INVESTMENT IN S&P 500 INDEX SECURITIES

The Super Index Fund invests at least 90% of its assets in S&P 500
Index Securities to replicate the performance of the S&P 500 Index. The S&P 500
Index is a widely recognized un- managed index of common stock prices and is
comprised of the common stocks of 500 companies representing a significant
portion of the market value of all common stocks publicly traded in the United
States. The 500 component stocks of the S&P 500 Index represent various sectors
of the U.S. economy (including industrial, utilities, financial and
transportation) selected by Standard & Poor's. As a result, the Fund is
diversified in terms of issuers, industries, size, liquidity and other relevant
characteristics.

The Fund does not invest in all 500 common stocks that comprise the
S&P 500 Index. Instead, the Adviser selects securities that it believes are
representative of the entire S&P 500 Index in order to achieve, under normal
conditions, a correlation between the performance of the Fund's portfolio of S&P
500 Index Securities and the S&P 500 Index of at least 0.95, after expenses (a
correlation of 1.00 would be a perfect correlation, in which the net asset value
of the Fund increases or decreases in exact proportion to changes in the S&P 500
Index). The Fund will select S&P 500 Index Securities on the basis of
computer-generated statistical data in order to develop a portfolio that
replicates the full index in terms of industry weighting, market capitalization
and other characteristics such as beta, price-to-book ratios, price-to-earnings
ratios and dividend yield. This method of stock selection is generally referred
to as the "optimization" method.

Until such time as the Fund raises what the Adviser believes are
sufficient assets ($3 million) to invest in S&P 500 Index Securities in
accordance with the Fund's investment criteria, the Fund will invest primarily
in SPDRs (or "SPDR shares"). SPDRs are units of beneficial interest in an
investment trust sponsored by a wholly-owned subsidiary of the American Stock
Exchange, Inc. which represent proportionate undivided interests in a portfolio
of securities consisting of substantially all of the common stocks, in
substantially the same weighting, as the component common stocks of the S&P 500
Index. SPDRs trade on the American Stock Exchange at approximately one-tenth the
value of the S&P 500 Index. SPDRs are relatively liquid and, because they
exactly replicate the S&P 500 Index, any price movement away from the value of
the underlying stocks is generally quickly eliminated by professional traders.
Thus, the Adviser believes that the movement of SPDR share prices should closely
track the movement of the S&P 500 Index.

<PAGE>

Pending the investment of additional cash in S&P 500 Index Securities
or for liquidity purposes, the Fund may, from time to time, invest a portion of
its net assets in U.S. Government securities, money market instruments, similar
short-term securities, or SPDR shares. Although it is not a principal investment
technique, the Fund may also lend up to 10% of its portfolio securities to
broker-dealers provided that these transactions are fully collateralized at all
times with cash, U.S. Government securities, money market instruments or similar
short-term securities.

2. INVESTMENT IN OPTIONS PURSUANT TO INVESTA OVERWRITING STRATEGY

Unlike the management of most other "index" mutual funds, the Adviser
seeks to enhance Fund performance and exceed the annual return of the S&P 500
Index by using a proprietary option- based strategy developed by the Adviser.
The "Investa Overwriting Strategy" involves the Adviser seeking to capitalize on
profit opportunities created by (i) the fact that U.S. stock markets have, over
the long term, generally traded in relatively narrow ranges, and (ii) the
willingness of option buyers to pay a premium for the leverage that options
provide. The Investa Overwriting Strategy identifies historical and seasonal
trading patterns which the Adviser believes will help generate positive option
premium income for the Fund by helping it strategically write and/or buy Index
Options at the right time and in the right quantities.

The Investa Overwriting Strategy is based on the Adviser's
observation that stock markets tend to operate on a historically cyclical basis.
Accordingly, the Adviser uses proprietary software to evaluate the performance
of Index Options during specified time periods. The Adviser evaluates how Index
Options would have performed in past time periods and uses that information as
an indication of how the same Index Options may perform under current market
conditions. The Adviser uses this information to help it determine when and to
what extent the Adviser should write or buy Index Options in an attempt to
optimize the Fund's potential for present gains.

The Fund will receive premiums when it writes Index Options. The
buyers of these Index Options will have the right to exercise their options and
acquire the cash equivalent of the underlying securities from the Fund (if a
call option), or sell the cash equivalent of the underlying securities to the
Fund (if a put option), at a predetermined option exercise price. The success of
the Investa Overwriting Strategy depends on the Fund receiving option premium
income on opening transactions that exceeds the option premium income that the
Fund pays on closing transactions and the Adviser's ability to correctly
predict, identify and exploit these opportunities.

PORTFOLIO TURNOVER. The frequency of The Super Index Fund's portfolio
transactions will vary from year to year and depend, to a large extent, on
changes in the S&P 500 Index. Historically, the S&P 500 Index has experienced
relatively low portfolio turnover and it is expected that this will continue.
Higher portfolio turnover rates resulting from more actively traded portfolio
securities generally result in higher transaction costs, including brokerage
commissions. The Fund expects that its annual portfolio turnover rate will be
less than 50%.

<PAGE>

THE INVESTMENTWIZARD FUND

PRINCIPAL INVESTMENT STRATEGIES

To achieve its investment objective, The InvestmentWizard Fund
invests, without regard to market capitalization, at least 90% of its assets in
a diversified portfolio of equity securities of U.S. and non-U.S. companies that
have demonstrated fundamental investment value and the potential for long-term
growth. Portfolio securities include common stocks, preferred stocks,
convertible preferred stocks and other securities having the characteristics of
common stocks, such as American Depositary Receipts ("ADRs") and SPDR shares.
For liquidity purposes or pending the investment in securities in furtherance of
its investment objective, the Fund may invest up to 10% of its net assets in
U.S. Government securities, repurchase agreements and high quality short-term
debt and money market instruments. As a non-principal investment technique, the
Fund may also lend up to 10% of its portfolio securities to broker-dealers
provided that these transactions are fully collateralized at all times with
cash, U.S. Government securities, money market instruments or similar short-term
securities.

The Adviser selects portfolio securities for investment by the Fund
based primarily on its analysis of financial information provided on
INVESTMENTWIZARD(SM), an interactive Internet database of Wall Street
analysts' opinions, corporate insider activity and other economic, regulatory
and market-related information that affect various stocks and indices. The
Adviser uses the information provided on INVESTMENTWIZARD(SM) as a resource in
reviewing various factors prior to purchasing portfolio securities. These
factors include price/earnings ratios, the strength or potential strength of a
company's competitive position, strength of management, marketing prowess and
product development capabilities. Portfolio securities may be sold as a result
of various factors such as lack of performance, change in business direction, or
adverse changes in other factors that were the basis for their purchase. The
Adviser also uses INVESTMENTWIZARD(SM) to monitor the leading analysts' prior
and current market forecasts and stock recommendations when evaluating whether
portfolio securities should be held, purchased or sold.

As a diversified Fund, The InvestmentWizard Fund will not concentrate
in any particular industry or sector. The Adviser intends to diversify the
Fund's portfolio among numerous market sectors that have consistent operating
histories, strong management teams and favorable growth prospects. The Fund will
focus primarily on sectors represented in the S&P 500 Index including, but not
limited, to Utilities, Energy, Transportation, Technology, Industrial Cyclicals,
Consumer Durables, Consumer Staples, Retail Sales, Oil, Capital Goods, Financial
Services, Service and Communications. However, the extent to which the Adviser
invests in any particular sector will be governed, to a large degree, by market
conditions.

The Adviser seeks to enhance Fund performance by using a proprietary
option-based investment model. The "Investa Overwriting Strategy" involves the
Adviser seeking to capitalize on profit opportunities created by (i) the fact
that U.S. stock markets have, over the long term, generally traded in relatively
narrow ranges, and (ii) the willingness of option buyers to pay a premium for
the leverage that options provide. The Investa Overwriting Strategy identifies
historical and seasonal trading patterns which the Adviser believes will help
generate positive option premium income for the Fund by helping it strategically
write and/or buy Index Options at the right time and in the right quantities.

<PAGE>

The Fund will receive premiums when it writes Index Options. The
buyers of these Index Options will have the right to exercise their options and
acquire the cash equivalent of the underlying securities from the Fund (if a
call option), or sell the cash equivalent of the underlying securities to the
Fund (if a put option), at a predetermined option exercise price. The success of
the Investa Overwriting Strategy depends on the Fund receiving option premium
income on opening transactions that exceeds the option premium that the Fund
pays on closing transactions and the Adviser's ability to correctly predict,
identify and exploit these opportunities.

TEMPORARY DEFENSIVE STRATEGY. The Fund may also, from time to time,
take temporary defensive positions that are inconsistent with the Fund's
principal investment strategies in order to respond to adverse market economic,
political or other unfavorable conditions. Under these circumstances, the Fund
may invest a substantial portion of its assets in high quality, short-term debt
securities and money market instruments. These short-term debt securities and
money market instruments include commercial paper, certificates of deposit,
bankers' acceptances, and U.S. Government securities. When the Fund is making
such defensive investments, the Fund may not achieve its investment objective.

PORTFOLIO TURNOVER. The Adviser monitors The InvestmentWizard Fund's
investments on a continuous basis and constantly reevaluates the Fund's holdings
in order to maximize, to the extent possible, the capital appreciation of the
portfolio. This process allows the Adviser to determine whether any of the
Fund's investments have lost value or whether securities not held by the Fund
seem poised for growth under developing market conditions, and to adjust the
Fund's holdings accordingly. The Adviser does not anticipate this process to
result in high portfolio turnover and does not intend to aggressively trade The
InvestmentWizard Fund's assets. The Fund expects that its annual portfolio
turnover rate will be, under normal conditions, less than 50%.

RISKS OF INVESTING IN THE FUNDS

All mutual funds carry risk, and you may lose money on your
investment in either Fund. The following describes in more detail the primary
risks that are common to both The Super Index Fund and The InvestmentWizard Fund
as well as risks which are particular to each Fund as a result of each Fund's
specific investment objective and strategies. As all investment securities are
subject to inherent market risks and fluctuations in value due to earnings,
economic and political conditions and other factors, neither Fund can give any
assurance that its investment objective will be achieved. The investment
objective of a Fund cannot be changed without its shareholders' approval.

<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

MARKET RISK. Market prices of the equity securities in which a 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 a 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 a Fund's shares and total return will fluctuate, and
your investment may be worth more or less than your original cost when you
redeem your shares.

RISK OF INVESTING IN INDUSTRIES REPRESENTED IN THE S&P 500 INDEX.
Investing in the various sectors represented in the S&P 500 Index will expose
each Fund to a broad variety of risk factors. The risks that could adversely
affect the value of your investment 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 a Fund, and the fluctuation of energy prices.

INVESTA OVERWRITING STRATEGY. Successful implementation of the
Investa Overwriting Strategy is dependent upon the Adviser's ability to
capitalize on the difference between the premiums received and paid by a Fund
for Index Options traded by the Adviser based on price fluctuations of those
Index Options. The failure of the Adviser to capitalize on such market
opportunities could adversely affect the value of a Fund's shares and your
investment.

RISK FACTORS IN OPTIONS TRANSACTIONS GENERALLY. The successful use of
each Fund's option strategy is largely dependent on the ability of the Adviser
to forecast correctly interest rate and market movements. For example, if a Fund
were to write a 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 a 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 each 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.

<PAGE>

SECURITIES LENDING. Each Fund may lend its portfolio securities to
broker-dealers amounting to no more than 10% of that Fund's net assets. These
transactions will be fully collateralized at all times with cash and/or
short-term debt obligations. These transactions involve some risk to a Fund if
the other party should default on its obligation and the Fund is delayed or
prevented from recovering the collateral. In the event the original seller
defaults on its obligation to repurchase, the Fund will seek to sell the
collateral, which could involve costs or delays. To the extent proceeds from the
sale of collateral are less than the repurchase price, a Fund would suffer a
loss and you could lose money on your investment.

ADDITIONAL PRINCIPAL RISKS OF INVESTING IN THE SUPER INDEX FUND

LIMITATION ON ADVISER'S DISCRETION. The Adviser has the discretion to
purchase and sell S&P 500 Index Securities but will not engage in any investment
strategy that would result in the Fund's performance correlation to the S&P 500
Index falling below 0.95, after expenses. Accordingly, in the event that the
Fund's portfolio of S&P 500 Index Securities decline generally, the Adviser may
not be able to liquidate the Fund's investments if such liquidation would result
in the Fund's performance correlation to the S&P 500 Index falling below 0.95,
after expenses. Under these circumstances, the net asset value of the Fund may
decline, negatively affecting the value of your investment.

PERFORMANCE CORRELATION. With regard to the Adviser's attempt to
replicate the performance of the S&P 500 Index by using a computer generated
sample of the S&P 500 Index, there can be no assurance that the Fund's portfolio
will achieve the anticipated correlation of 0.95, after expenses. If the Fund
fails to achieve this correlation, there can be no assurance that the Fund will
replicate or exceed the total return of the S&P 500 Index.

FUND EXPENSES VERSUS INDEX PERFORMANCE. The investment performance of
the portion of The Super Index Fund's net assets that are invested in S&P 500
Index Securities will not exactly match the investment performance of the S&P
500 Index because Fund expenses, including, management fees, brokerage
commissions, and bid/ask spreads, do not exist for the S&P 500 Index, which is
an un-managed index. Additional factors such as the amount of any cash
equivalents held in the Fund for liquidity purposes, the size of the Fund, and
the timing, frequency and size of shareholder purchases and redemptions may also
adversely affect the Fund's ability to maintain a performance correlation to the
S&P 500 Index of at least 0.95, after expenses.

ADDITIONAL PRINCIPAL RISKS OF INVESTING IN THE INVESTMENTWIZARD FUND

FOREIGN SECURITIES. Investing in foreign securities involves risks
not typically associated directly with investing in U.S. securities. These risks
include fluctuations in exchange rates of foreign currencies; less public
information with respect to issuers of securities; less governmental supervision
of exchanges, issuers, and brokers; lack of uniform accounting and financial
reporting standards. There is also a risk of adverse political, social or
diplomatic developments that affect investment in foreign countries.

<PAGE>

RISK OF INVESTING IN COMPANIES WITH SMALL AND MID-SIZED CAPITAL
STRUCTURES. The Fund may invest in companies 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. These companies may have a relatively limited
operating history and less capital resources than larger market leaders. 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. The net asset
value of the Fund will be more susceptible to sudden and significant losses if
the value of these securities decline.

NON-PRINCIPAL RISKS OF INVESTING IN THE FUNDS

New Funds/Adviser. Neither Fund has any operating history and the
Adviser has no prior experience in acting as an investment adviser to a mutual
fund.

MANAGEMENT ORGANIZATION AND CAPITAL STRUCTURE

INVESTMENT ADVISER

Investa, Inc. has been retained under an Investment Advisory
Agreement with Investa Management Co., Inc. (the "Company"), on behalf of each
Fund, to serve as the investment adviser to each Fund, subject to the authority
of the Board of Directors. The Adviser is a privately-held, New York based
investment advisory and money management company, registered as an investment
adviser with the Securities and Exchange Commission. The Adviser manages index
option writing strategies and common stocks for a small group of private
investors but has no previous experience as an investment adviser to a
registered mutual fund. The Adviser's principal office is located at 551 Fifth
Avenue, New York, New York 10176.

The Adviser conducts investment research and supervision for each
Fund and is responsible for the purchase and sale of securities for each Fund's
portfolio. The Adviser provides each Fund with investment advice and supervises
the Fund's management and investment programs and provides investment advisory
facilities and executive and supervisory personnel for managing the investments
and effectuating the portfolio transactions of each Fund. The Adviser also
furnishes, at its own expense, all necessary administrative services, office
space, equipment and clerical personnel for servicing the investments of each
Fund. In addition, the Adviser pays the salaries and fees of all officers of the
Company who are affiliated with the Adviser.

PORTFOLIO MANAGERS

Each of The Super Index Fund and The InvestmentWizard Fund is co-managed
by Messrs. Derek J. Hoggett and Scott B. Stokes.

<PAGE>

DEREK J. HOGGETT has served as the President and Chief Executive of
the Adviser since he founded Investa, Inc. in 1981 (the name of the Adviser was
changed from Hoggett & Company to Investa, Inc. in 1982). Prior to its
registration with the Securities and Exchange Commission on June 8, 1999, the
adviser provided investment advisory services solely to private clients. Mr.
Hoggett is primarily responsible for the day-to-day implementation of the
Investa Overwriting Strategy and the management of each Fund.

Mr. Hoggett entered the actuarial profession upon graduating from the
University of London with a B.S. in Mathematics (with Honors) in 1968 and soon
developed an interest in investment management. He switched full time to
investment management in 1971. Mr. Hoggett is qualified with the National
Association of Securities Dealers as a Registered Representative, a General
Securities Principal, a Registered Options Principal and a Financial &
Operations Principal. After being employed as a stockbroker with Merrill Lynch
and Rotan Mosle (now a part of Paine Webber), Mr. Hoggett formed the Adviser in
1981. He is a pioneer of on-line investment analysis and databases and in 1983
founded Telescan, Inc., a leading Internet investment database and a publicly-
traded company, where he served as its President until 1986. In 1988, Mr.
Hoggett founded Oz Software, Inc., publisher of the acclaimed Internet
investment database, INVESTMENTWIZARD(SM).

At various times since the formation of the Adviser, Mr. Hoggett has
been interviewed on a variety of financial issues by several print publications
and television programs, including Nightly Business Report, MacNeil-Lehrer
Newshour, Financial News Network, Texas Business, Texas Monthly, Top Trader
Insight, Financial Services Week, The Robb Report, Houston Business Journal and
USA Today.

SCOTT B. STOKES, who serves with Mr. Hoggett as the Funds' Portfolio
Manager, received a B.S. in Mechanical Engineering and a B.A. in Economics from
Rice University in 1991. He joined the Adviser as a research analyst in 1989.
Mr. Stokes was promoted to Portfolio Manager in 1990, and to Vice President of
the Adviser in 1995.

ADVISORY FEE

Under each Investment Advisory Agreement, in consideration for the
services rendered by the Adviser, each Fund will pay the Adviser monthly in
arrears an annual investment advisory fee equal to 1.0% of the Fund's average
daily net assets.

OTHER EXPENSES

Each Fund pays certain operating expenses directly, including, but
not limited to custodian, audit and legal fees, costs of printing and mailing
prospectuses, statements of additional information, proxy statements, notices,
and reports to shareholders, insurance expenses, and costs of registering its
shares for sale under federal and state securities laws.

<PAGE>

ADMINISTRATOR

The Administrator is American Data Services, Inc. ("ADS" or the
"Administrator"), which has its principal office at The Hauppauge Corporate
Center, 150 Motor Parkway, Hauppauge, New York 11788, and is primarily in the
business of providing administrative, fund accounting and stock transfer
services to retail and institutional mutual funds with approximately $__________
of total assets through its offices in New York, Denver, and Los Angeles.

ADS provides administrative, executive and regulatory services to
each Fund, supervises the preparation of each Fund's tax returns and coordinates
the preparation of reports to and filing with the Securities and Exchange
Commission and various state securities authorities, subject to the supervision
of the Company's Board of Directors.

For the services rendered to each Fund by the Administrator, each
Fund pays the Administrator an annual monthly fee equal to___% of the daily
average net assets of such Fund. Each Fund also reimburses the Administrator for
any out-of-pocket expenses incurred by the Administrator on behalf of the Funds.

DISTRIBUTOR

ADS Distributors, Inc. ("the Distributor"), an affiliate of the
Administrator, has entered into a distribution agreement with the Company to
serve as the principal underwriter for each Fund and the distributor for each
Fund's shares. In consideration of these services, the Distributor will receive
an annual fee in the amount of $500 per Fund and a monthly fee equal to
one-quarter (0.25%) percent of each Fund's average daily net assets on an
annualized basis. The Distributor will be responsible for the promotional and
advertising expenses related to the distribution of each Fund's shares and for
the printing of all Fund prospectuses used in connection with the distribution
and sale of each Fund's shares. The Distributor will use each Fund's
distribution and service plan fees to pay these expenses and compensate
financial intermediaries for providing distribution assistance with respect to
the sale of each Fund's shares.

VALUATION OF SHARES

On each day that the Funds are open for business, the price of the
shares of each Fund (net asset value) is determined as of the close of the
regular session of trading on the New York Stock Exchange ("NYSE"), normally
4:00 p.m., eastern standard time. The Funds are open for business on each day
the NYSE is open for business. The NYSE is not open for business on the
following holidays (or on the nearest Monday or Friday if the holiday falls on a
weekend): New Year's Day, President's Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

<PAGE>

The net asset value per share of a Fund is calculated by dividing the
sum of the value of the securities held by the Fund plus cash and/or other
assets minus all liabilities (including estimated accrued expenses) attributable
to the Fund by the total number of shares outstanding of the Fund, rounded to
the nearest cent. The price at which a purchase or redemption of a Fund's shares
is effected is based on the next calculation of net asset value after the order
is received.

U.S. Government obligations are valued at their most recent bid
prices as obtained from one or more major market makers for such securities.
Other portfolio securities are valued as follows: (1) securities which are
traded on stock exchanges or are quoted on NASDAQ are valued at the last
reported sale price as of the close of the regular trading session on the NYSE
on the day the securities are being valued, or, if not traded on a particular
day, at the closing bid price; (2) securities traded in the over-the-counter
market, and which are not quoted by NASDAQ are valued at the last sale price
(or, if the last sale price is not readily available, at the last bid price as
quoted by brokers that make markets in the securities) as of the close of the
regular session of trading on the NYSE on the day the securities are being
valued; and (3) securities for which market quotations are not readily available
are valued at their fair value as determined in good faith in accordance with
consistently applied procedures established by and under the general supervision
of the Board of Directors. The net asset value per share of a Fund will
fluctuate with the value of the securities it holds.

Fixed income securities for which market quotations are not
considered readily available, are stated at fair value on the basis of
valuations furnished by a pricing service approved by the Board of Directors,
which pricing service determines valuations for normal and institutional-size
trading units of such securities using methods based on market transactions for
comparable securities and various relationships between securities which are
generally recognized by institutional traders.

Short-term investments held by any of the Funds that mature in sixty
days or less are valued at amortized cost, which approximates market value. All
other securities and assets are valued at their fair value following procedures
approved by the Board of Directors.

FOREIGN SECURITIES

Trading in foreign securities may be completed at times when the NYSE
is closed. In computing The InvestmentWizard Fund's net asset value, the Adviser
values foreign securities at the latest closing price on the exchange on which
they are traded immediately prior to the closing of the NYSE. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the NYSE. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at current rates. Occasionally, events that affect
these values and exchange rates may occur between the times at which they are
determined and the closing of the NYSE. If such events materially affect the
value of portfolio securities, these securities may be valued at their fair
value as determined in good faith by the Board of Directors.

<PAGE>

HOW TO PURCHASE SHARES

GENERAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis. The minimum
initial investment in either Fund is $1,000 (except for retirement accounts for
which the minimum is $500). A Fund may waive or reduce its minimum initial
investment from time to time. If an order is received by a Fund or its
authorized agent after the Fund's net asset value is determined, the purchase
will become effective on the next business day. The purchase price paid for each
Fund's shares is the next determined net asset value of the shares after the
order is placed. See "VALUATION OF SHARES". The Funds reserve the right to
reject any purchase offer.

You are required to open an account by telephone or mail a signed
application to the Transfer Agent at the address listed below in order to
complete your initial purchase.

Additional investments may be made at any time by purchasing shares
of the Fund at net asset value by mailing a check to the appropriate Fund at the
address noted under "PURCHASES BY MAIL" or by wiring monies to the clearing bank
as outlined below from the bank with which the shareholder has an account and
which is a member of the Federal Reserve system with instructions to transmit
federal funds by wire to the appropriate Fund.

All purchases of each Fund's shares will be made in full and
fractional shares calculated to three decimal places. Neither Fund will issue
stock certificates evidencing ownership of its shares, except upon request by
the shareholder.

PURCHASES BY MAIL

Subject to acceptance by the Transfer Agent, shares of each Fund may
be purchased by opening an account by mail by completing and signing an account
application and mailing it to the Transfer Agent at the following address:

[NAME OF FUND] c/o
American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132

Shareholders may also open an account by telephone prior to mailing
or wiring his or her initial investment proceeds to the Fund. To open an account
by telephone, call (__) ___-____ to obtain an account number and instructions.
Information, including the appropriate federal tax identification number,
concerning the account will be taken over the phone.

<PAGE>

PURCHASES BY WIRE

Subject to acceptance by the Transfer Agent, shares of each Fund may
be purchased by wiring immediately available federal funds (subject to the
minimum investment) to The Chase Manhattan Bank from your bank, which may charge
a fee for doing so (see instructions below). You should provide your bank with
the following information for purposes of wiring your investment:

The Chase Manhattan Bank
Huntington, New York
ABA# 021000021
Account# _______________
F/B/O The Super Index Fund
and/or
F/B/O The InvestmentWizard Fund
Shareholder Account #

You are required to open an account by telephone or mail a signed
application to the Transfer Agent at the address listed above in order to
complete your initial wire purchase. Wire orders will be accepted only on a day
on which the Fund whose shares are being purchased is open for business. A wire
purchase will not be considered made until the wired money is received by the
Fund. There is presently no fee for the receipt of wired funds, but each Fund
reserves the right to charge shareholders for this service.

Payment for the purchase of shares need not be converted into federal
funds (monies credited to a Fund's custodian bank by a Federal Reserve Bank)
before acceptance by the Fund's Transfer Agent. No third party checks will be
accepted. In the event that there are insufficient funds to cover a check, such
prospective investor will be assessed a $15.00 charge.

HOW TO REDEEM SHARES

GENERAL REDEMPTION INFORMATION

Your shares will be redeemed at the net asset value next determined
after receipt of your instructions as explained below. Each Fund's net asset
value will fluctuate on a daily basis.

To redeem your shares, you may either contact the Fund's
Administrator with an oral request or send a written request directly to the
Transfer Agent. This request should contain: the dollar amount or number of
shares to be redeemed, your Fund account number and either a social security or
tax identification number (as applicable). You should sign your request in
exactly the same way

<PAGE>

the account is registered. If there is more than one owner of the shares, all
owners must sign. A signature guarantee is required for redemptions over $5,000.
Please contact the Transfer Agent for additional information regarding
redemptions.

Shares of each Fund may be redeemed by mail, or, if authorized, by
telephone. The value of shares redeemed may be more or less than the purchase
price, depending on the market value of the investment securities held by each
Fund.

BY MAIL

Each Fund will redeem its shares at the net asset value next determined
after the request is received in "good order." Requests should be addressed to:
Investa Management Co., Inc./The Super Index Fund and/or The InvestmentWizard
Fund (as the case may be), c/o American Data Services, Inc., P.O. Box 5536,
Hauppauge, NY 11788-0132.

The Funds reserve the right to reject any redemption request that is
not in "good order". Requests in "good order" must include the following
documentation:

(a) a letter of instruction specifying the number of shares
or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which they are
registered;

(b) any required signature guarantees (see "SIGNATURE GUARANTEES"
below); and

(c) other supporting legal documents, if required, in the
case of estates, trusts, guardianships, custodianships,
corporations, pension and profit sharing plans and other
organizations.

SIGNATURE GUARANTEES

To protect your account, each Fund and the Transfer Agent from fraud,
signature guarantees are required to enable each Fund to verify the identity of
the person who has authorized a redemption of $5,000 or more from an account.
Signature guarantees are required for (1) redemptions where the proceeds are to
be sent to someone other than the registered shareholder(s) and/or the
registered address, and (2) share transfer requests. Signature guarantees may be
obtained from certain eligible financial institutions, including but not limited
to, the following: banks, trust companies, credit unions, securities brokers and
dealers, savings and loan associations and participants in the Securities
Transfer Association Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP") or the NYSE Medallion Signature Program ("MSP"). Shareholders
may contact either Fund at (___) ___-____ for further details.

<PAGE>

BY TELEPHONE

If the Telephone Redemption Option has been authorized, you may redeem
your shares by calling the Fund and requesting that the redemption proceeds be
mailed to the primary registration address or wired per the authorized
instructions (maximum of $___ per day). Provided that the Transfer Agent employs
reasonable procedures to confirm that the instructions are genuine, you bear the
risk of loss in the event of unauthorized instructions reasonably believed by
the Fund or its Transfer Agent to be genuine. The procedures employed by the
Funds in connection with transactions initiated by telephone may include tape
recording of telephone instructions and requiring some form of personal
identification prior to acting upon instructions received by telephone.

During times of drastic economic or market conditions, you may have
difficulty in contacting the Transfer Agent by telephone to request a redemption
or exchange of a Fund's shares. In those cases, you should consider using the
other redemption procedures described herein. Use of these other redemptions
procedures may result in your redemption request being processed at a later time
than it would have been if telephone redemption has been used. During the delay,
the value of the Fund's net assets may fluctuate.

PAYMENT OF REDEMPTION PROCEEDS

After your shares have been redeemed, proceeds will normally be
mailed within three (3) business days. In no event will payment be made more
than seven (7) days after receipt of your redemption order in "good order",
except that payment may be postponed or the right of redemption suspended for
more than seven (7) days under unusual circumstances, such as when trading is
not taking place on the NYSE. Payment of redemption proceeds may also be delayed
if the shares to be redeemed were purchased by a check drawn on a bank which is
not a member of the Federal Reserve System until such time as the check has
cleared the banking system (normally up to fifteen (15) days from the purchase
date).

You may request that redemption proceeds (minimum of $_________) be
wired to your account at a bank which is a member of the Federal Reserve System,
or a correspondent bank if your bank is not a member.

If the Board of Directors determines that it would be detrimental to
the best interests of the remaining shareholders of either Fund to make a
payment, wholly or partly in cash, the Fund may pay the redemption proceeds in
whole or in part by a distribution in-kind of readily marketable securities held
by the Fund in lieu of cash in conformity with applicable rules of the SEC.
Investors

<PAGE>

generally will incur brokerage charges on the sale of either Fund's securities
so received in payment of redemptions.

INVOLUNTARY REDEMPTION

Each Fund reserves the right to redeem your account at any time the
net asset value of the account falls below $500 as a result of a redemption or
exchange request. You will be notified in writing prior to any such redemption
and will be allowed thirty (30) days to make additional investments before the
redemption is processed.

SHAREHOLDER SERVICES

We offer several shareholder service options to make your account
easier to manage which are listed on the account application. Please make note
of these options and select the ones that are appropriate for you.

AUTOMATIC INVESTMENT PROGRAM

You may arrange to make additional automated purchases of each Fund's
shares. You can automatically transfer $100 or more per month from your bank,
savings and loan or other financial institution to purchase additional shares.
You should contact the Administrator or the Transfer Agent to obtain
authorization forms or for additional information.

TAX-QUALIFIED RETIREMENT PLANS

Both Funds are available for your tax-deferred retirement plan. Call
or write us and request the appropriate forms for:

|_| Individual Retirement Accounts ("IRAs"), Simple IRAs and Roth IRAs;

|_| 403(b) plans for employees of public school systems and non-profit
organizations;

|_| 401(k) Plans; or

|_| Profit-sharing plans and pension plans for corporations
and other employees.

You can also transfer your tax-deferred plan to us from another
company or custodian. Call or write the Administrator for a "REQUEST TO
TRANSFER" form.

CONFIRMATION OF TRANSACTIONS AND REPORTING OF OTHER INFORMATION

<PAGE>

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

DIVIDENDS AND DISTRIBUTIONS

Each Fund will distribute its net investment income, if any, and net
realized capital gains, if any, annually. Distributions from capital gains are
made after applying any available capital loss carryovers.

<PAGE>

As a shareholder in either Fund, you can choose from three
distribution options:

- Reinvest all distributions in additional shares;

- Receive distributions from net investment income in cash
while reinvesting capital gains distributions, if any, in
additional shares; or

- Receive all distributions in cash.

You can change your distribution option by notifying the Fund in
writing. If you do not select an option when you open your account, all
distributions will be reinvested in additional shares of the Fund at the then
current net asset value per share. You will receive a statement confirming
reinvestment of distributions in additional shares promptly following the end of
each calendar year.

If a check representing a distribution is not cashed within ___
months, the Transfer Agent will notify you that you have the option of
requesting another check or reinvesting the distribution in either Fund. If the
Transfer Agent does not receive your election, the distribution and all future
distributions from a Fund will be reinvested in the Fund in which you were
invested at the then- current net asset value per share. Similarly, if
correspondence sent by the Fund or the Transfer Agent is returned as
"undeliverable," all Fund distributions will automatically be reinvested in the
Fund in which you were invested. No interest will accrue on uncashed checks.

DISTRIBUTION AND SERVICE PLAN

Each Fund has adopted a Distribution and Service Plan (the "Plan")
pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the "Rule"). The
Rule provides that an investment company which bears any direct or indirect
expense of distributing its shares must do so only in accordance with a plan
permitted by the Rule. Each plan provides that each Fund will compensate the
Distributor by paying the Distributor an annual fee in the amount of $500 per
Fund and a monthly fee equal to one-quarter (0.25%) percent of each Fund's
average daily net assets, on an annual basis, to enable it to provide marketing
and promotional support to the Funds, shareholder servicing and maintaining
shareholder accounts and to make payments to broker-dealers and other financial
institutions with which it has written agreements and whose clients are
shareholders of the Fund for providing distribution assistance. Fees paid under
either Plan may not be waived for individual shareholders.

<PAGE>

TAX STATUS

Each Fund is treated as a 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, neither Fund will be liable for federal income taxes to the extent
they distribute taxable income to shareholders.

Distributions to shareholders by a Fund, 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. Interest income from direct
investment by non-corporate taxpayers in United States Government obligations
(but not repurchase agreements) generally is not subject to state taxation.
However, some states may tax mutual fund dividends attributable to such income.

Any redemption of a Fund's shares is a taxable event that may result
in a capital gain or loss.

Before investing in the Funds, you should consult your tax adviser
regarding the consequences of your local and state tax laws.

PERFORMANCE INFORMATION

Each Fund's investment performance may, from time to time, be
included in advertisements about such Fund. "Total Return" for the one (1), five
(5) and ten (10) year periods (or for the life of each Fund, if shorter) through
the most recent quarter represents the average annual compounded rate of return
on an investment of $1,000 in each Fund invested at the public offering price.
Total return may also be presented for other periods.

All performance data is based on each 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 each
Fund's portfolio. Investment performance also often reflects the risks
associated with each 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.

<PAGE>

GENERAL INFORMATION

GENERAL

The Super Index Fund and The InvestmentWizard Fund are each a series
of Investa Management Co., Inc., a Maryland corporation organized on May 14,
1999.

YEAR 2000 COMPLIANCE

Like other mutual funds, financial and business organizations and
individuals around the world, each Fund may be adversely affected if the
computer systems used by the investment adviser, the administrator and other
service providers do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The investment adviser and the administrator believe that they have
adequately addressed the Year 2000 Issue with respect to computer systems that
they use. The investment adviser and administrator have also obtained reasonable
assurances that comparable steps have been taken by the Funds' other major
service providers.

Although there can be no assurance at this time that there will be no
adverse impact on any Fund, the Funds' service providers have advised the Funds
that they believe that they are adequately prepared for the Year 2000. However,
there can be no assurance that the computer systems of the companies in which
the Funds each invest (especially those of foreign companies) will be timely
converted or that the value of such investments will not be adversely affected
by the Year 2000 Issue. Foreign issuers, capital markets and economies may be
more susceptible to Year 2000 Issues than domestic companies. If the computer
systems of the companies in which the Funds each invest, including those of
foreign companies, are not adequately prepared for the Year 2000, each Fund's
net asset value and total return could be adversely affected.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Union Bank of California (the "Custodian") 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 either Fund. American
Data Services, Inc., the Administrator, also acts as each Fund's Transfer and
Dividend Disbursing Agent. For these services, each Fund pays ADS the greater of
$___ per month or $____ per year per account, plus out-of-pocket expenses for
rendering such transfer and dividend agency services.

<PAGE>

COUNSEL AND INDEPENDENT AUDITORS

Legal matters in connection with the Company, including the issuance
of shares of common stock of each Fund, are passed upon by Spitzer & Feldman
P.C., 405 Park Avenue, New York, New York 10022. McCurdy & Associates, CPAs,
Inc., 27955 Clemens Road, Westlake, Ohio 44145, have been selected as
independent auditors for each Fund.

FINANCIAL HIGHLIGHTS

No financial statements have been presented for either The Super
Index Fund or The InvestmentWizard Fund because, neither Fund had commenced
investment operations prior to the date of this Prospectus.

<PAGE>

FOR MORE INFORMATION

INVESTA MANAGEMENT CO., INC.

THE SUPER INDEX FUND THE INVESTMENTWIZARD FUND

More Information on each of these Funds is available free upon request,
including the following:

ANNUAL AND SEMIANNUAL REPORTS
Describes each Fund's performance, lists each Fund's holdings and contains a
letter from the Fund's Adviser discussing recent market conditions, economic
trends and strategies that significantly affect a particular Fund's performance.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
Provides more details about each Fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference herein (and is legally considered part of this prospectus).

TO OBTAIN INFORMATION OR MAKE SHAREHOLDER INQUIRIES:

BY TELEPHONE: BY E-MAIL:
------------ ---------
(___) ___-____ Send your request to ____ @adsads.com

BY MAIL:
The Super Index Fund and/or The InvestmentWizard Fund
c/o American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
Hauppauge, New York 11588

ON THE INTERNET:
Text only versions of Fund documents can be viewed online or
downloaded:

FROM THE EDGAR DATABASE OF THE SECURITIES AND EXCHANGE COMMISSION:

HTTP://WWW.SEC.GOV

You can also obtain copies by visiting the SEC's Public Reference
Room in Washington D.C. (phone at (1) (202) 942-8090) or by
electronic request at [email protected] or by sending your request
and a duplicating fee to the SEC's Public Reference Section,
Washington, DC 20549-6009.

FILE NO. 811-09399

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

_____________, 2000

TABLE OF CONTENTS PAGE
----

Principal and Non-Principal Investment
Policies, Risks and Restrictions ...... 2

Directors and Executive Officers.......12

Investment Advisory and Other Services.14

Shareholder Servicing & Distribution
Plan ................................. 17

Portfolio Transactions and Allocation
of Brokerage ......................... 19

Taxation...............................21

Voting and Ownership of Shares.........23

Purchase of Shares.....................24

Dividends and Distributions............24

Net Asset Value .......................24

Performance Comparisons................25

Redemption of Shares...................27

Organization of Company................27

Counsel and Independent Auditors.......27

Other Information......................28

Financial Statements...................28

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the Prospectus dated _________, 2000, as may be amended
from time to time, of The Super Index Fund and The InvestmentWizard Fund
(individually or collectively, a "Fund" or the "Funds"), each a series of
Investa Management Co., Inc. (the "Company"). Investa, Inc. (the "Adviser") is
the investment adviser to each Fund. A copy of the Prospectus for these Funds
may be obtained by writing the Funds c/o American Data Services, Inc., The
Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York 11788 or by
calling (516) 951-0500.

<PAGE>

INVESTMENT POLICIES, RISKS AND RESTRICTIONS

Each of The Super Index Fund and The InvestmentWizard Fund is a
diversified, open-end, management investment company whose investment objectives
can be changed only with shareholder approval.

The discussion below supplements the information contained in the
Prospectus with respect to the investment policies and the primary risks that
are common to both The Super Index Fund and The InvestmentWizard Fund as well as
the investment policies and risks which are particular to each Fund as a result
of each Fund's specific investment objective and strategies. Unless otherwise
noted, the policies described in this Statement of Additional Information are
not fundamental and may be changed by the Board of Directors. As all investment
securities are subject to inherent market risks and fluctuations in value due to
earnings, economic and political conditions and other factors, neither Fund can
give any assurance that its investment objective will be achieved

PRINCIPAL INVESTMENT POLICIES AND RISKS OF THE FUNDS

MUTUAL FUNDS AS PART OF AN INVESTMENT PROGRAM. Neither The Super
Index Fund nor The InvestmentWizard Fund, individually or collectively,
constitutes a balanced or complete investment program and the net asset value of
each Fund's shares will fluctuate based on the value of the securities held by
each Fund. The Funds are both subject to the general risks and considerations
associated with equity investing as well as additional risks and restrictions
discussed herein.

EQUITY INVESTING. An investment in either of The Super Index Fund or
The InvestmentWizard Fund should be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
general condition of the stock market may deteriorate. Common stocks are
susceptible to general stock market fluctuations and to volatile increases and
decreases in value according to various unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction and global or
regional political, economic and banking crises. A decline in the general market
value of the equity securities held by either of these Funds may result in an
adverse effect on the value of your investment. There can be no assurances that
either Fund will be able to absorb (without significant loss of a portion of
your investment), the potentially negative effects of such market decline.

CONVERTIBLE SECURITIES AND WARRANTS. The InvestmentWizard 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

<PAGE>

nonconvertible security), a convertible security also gives an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation of the issuing company depending 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).

STANDARD & POOR'S DEPOSITARY RECEIPTS

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

SPDRs are designed to provide investment results that generally
correspond to the price and yield performance of the component common stocks of
the S&P 500 Index. The value of SPDRs is subject to change as the values of
their respective component common stocks fluctuate according to the volatility
of the market. Investments in SPDRs involves certain inherent risks generally
associated with investments in a broadly based portfolio of common stocks,
including the risk that the general level of stock prices may decline, thereby
adversely affecting the value of each unit of SPDRs invested in by the Funds.
Moreover, the Funds' investment in SPDRs may not exactly match the performance
of a direct investment in the respective indices to which they are intended to
correspond. For example, replicating and maintaining price and yield performance
of an index may be problematic for each of the Funds due to transaction costs
and other Fund expenses. Additionally, the respective investment trusts may not
fully replicate the performance of their respective benchmark indices due to the
temporary unavailability of certain index securities in the secondary market or
due to other extraordinary circumstances such as discrepancies between each of
the trusts and the indices with respect to the weighting of securities or the
number of, for example, larger capitalized stocks held by an index and each of
the Funds. Under these type circumstances, the value of the SPDRs held by each
of the Funds will have a negative impact on the net asset value of the trusts.

<PAGE>

USE AND RELIANCE ON INVESTMENTWIZARD(SM). The Adviser will seek to
enhance the performance of The InvestmentWizard Fund by utilizing financial
information provided on INVESTMENTWIZARD(SM), an interactive Internet database
of Wall Street analysts' opinions, corporate insider activity and signals
generated by technical indicators on stocks and indices. The Adviser will select
securities for the Fund based on its investment skill and on its analysis of the
analysts' opinions and insider activity on INVESTMENTWIZARD(SM) and on its
analysis of the track record of technical indicators that generate signals on
stocks and indices.

The success of the Adviser's investment strategy for The
InvestmentWizard Fund is dependent upon (i) the reliability and accuracy of the
financial information provided through INVESTMENTWIZARD(SM) and (ii) the
Adviser's ability to analyze this information and effectively exploit its
analysis to achieve the Fund's objective. There is no guarantee that the
financial information provided on INVESTMENTWIZARD(SM) will be reliable or
accurate, that the Adviser's analysis will lead to the successful implementation
of the Fund's investment strategy or that the Fund will achieve its investment
objective.

INVESTA OVERWRITING STRATEGY. A fundamental aspect of the investment
strategies of both The Super Index Fund and The InvestmentWizard Fund is the
enhancement of fund performance by utilizing a proprietary quantitative
investment model, the "Investa Overwriting Strategy", which was developed by the
Adviser in 1984 for use in the management of its private accounts. Through the
Adviser's trading of Index Options, the Investa Overwriting Strategy seeks to
capitalize on profit opportunities created by the fact that the U.S. stock
markets have, over the long term, generally traded in relatively narrow ranges
and the willingness of option buyers to pay a premium for the leverage that
options provide. By strategically writing and/or buying Index Options in
accordance with the Investa Overwriting Strategy, the Adviser believes that it
will be able to achieve its investment goal of enhancing the overall annual
return of each Fund. The success of the Investa Overwriting Strategy depends on
the Adviser's ability to correctly predict, identify and exploit these
opportunities.

Each of the Funds will receive premiums when it writes Index Options.
The buyers of these Index Options will have the right to exercise those Index
Options and acquire the cash equivalent of the underlying securities from (if a
call Option) or sell the cash equivalent of the underlying securities to (if a
put Option) a Fund at the predetermined option exercise price. The success of
the Investa Overwriting Strategy depends on the Fund receiving option
overwriting premium income on opening transactions that exceeds the option
premium the Fund pays on closing transactions and does not depend on the profit
or loss of the underlying securities. Most mutual funds that use option
strategies to hedge portfolio positions do not depend solely on the option
profit or loss to justify the use of options, because such funds also take into
account the profit or loss of the underlying securities. A more detailed
discussion of writing covered and uncovered options on securities generally and
the investment risks associated with such investments is set forth below.

<PAGE>

PURCHASING PUT AND CALL OPTIONS. The InvestmentWizard Fund may
purchase put and call options on securities eligible for purchase by the Fund
and on securities indices, and The Super Index Fund may purchase put and call
options on securities indices Put and call options are derivative securities
traded on U.S. exchanges. If the Fund purchases a put option, it acquires the
right to sell the underlying security or index value at a specified price at any
time during the term of the option. If the Fund purchases a call option, it
acquires the right to purchase the underlying security or index value at a
specified price at any time during the term of the option. Prior to exercise or
expiration, the Fund may sell an option when through a "closing sale
transaction," which is accomplished by selling an option of the same series as
the option previously purchased. The Fund generally will purchase only those
options for which the Adviser believes there is an active secondary market to
facilitate closing transactions.

A Fund may purchase call options to hedge against an increase in the
price of securities that the Fund wants ultimately to buy. Such hedge protection
is provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs.

A Fund will purchase put options to hedge against a decrease in the
price of securities it holds. Such hedge protection is provided during the life
of the put option since the fund, as the holder of the put option, is able to
sell the underlying security at the exercise price regardless of any decrease in
the underlying security's market price. In order for a put option to be
profitable, the market price of the underlying security must decrease
sufficiently below the exercise price to cover the premium and transaction
costs.

WRITING CALL OPTIONS. The InvestmentWizard Fund may write covered
call options on securities eligible for purchase by the Fund, and The Super
Index Fund may write covered call options on the S&P 500 Index. A call option is
"covered" if a Fund owns the security underlying the call or has an absolute
right to acquire the security without additional cash consideration (or, if
additional cash consideration is required, cash or cash equivalents in such
amount as are held in a segregated account by the Custodian). The writer of a
call option receives a premium and gives the purchaser the right to buy the
security underlying the option at the exercise price. The writer has the
obligation upon exercise of the option to deliver the underlying security
against payment of the exercise price during the option period. If the writer of
an exchange-traded option wishes to terminate his obligation, it may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. A writer may not effect a closing
purchase transaction after it has been notified of the exercise of an option.

Effecting a closing transaction in the case of a written call option
will permit a Fund to write another call option on the underlying security with
either a different exercise price, expiration date or both. Also, effecting a
closing transaction allows the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other investments of the Fund.
If the Fund

<PAGE>

desires to sell a particular security from its portfolio on which it has written
a call option, it will effect a closing transaction prior to or concurrent with
the sale of the security.

A Fund realizes a gain from a closing transaction if the cost of the
closing transaction is less than the premium received from writing the option or
if the proceeds from the closing transaction are more than the premium paid to
purchase the option. A Fund realizes a loss from a closing transaction if the
cost of the closing transaction is more than the premium received from writing
the option or if the proceeds from the closing transaction are less than the
premium paid to purchase the option. However, because increases in the market
price of a call option will generally reflect increases in the market price of
the underlying security, appreciation of the underlying security owned by a Fund
generally offsets, in whole or in part, any loss to the Fund resulting from the
repurchase of a call option.

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 movements. For example, if the Fund were to write a
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 the 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, the 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.

If a secondary market in options were to become unavailable, a Fund
could no longer engage in closing transactions. Lack of investor interest might
adversely affect the liquidity of the market for particular options or series of
options. A market may discontinue trading of a particular option or options
generally. In addition, a market could become temporarily unavailable if unusual
events -- such as volume in excess of trading or clearing capability -- were to
interrupt its normal operations.

<PAGE>

A market may at times find it necessary to impose restrictions on
particular types of options transactions, such as opening transactions. For
example, if an underlying security ceases to meet qualifications imposed by the
market or an options clearing corporation, new series of options on that
security will no longer be opened to replace expiring series, and opening
transactions in existing series may be prohibited. If an options market were to
become unit asset valuable, the Fund as a holder of an option would be able to
realize profits or limit losses only by exercising the option, and the Fund, as
option writer, would remain obligated under the option until expiration or
exercise.

Disruptions in the markets for the securities underlying options
purchased or sold by a Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the Fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with considerable losses if trading in the security reopens
at a substantially different price. In addition, an options clearing corporation
or other options markets may impose exercise restrictions. If a prohibition on
exercise is imposed at the time when trading in the option has also been halted,
the Fund as purchaser or writer of an option will be locked into its position
until one of the two restrictions has been lifted. If an options clearing
corporation were to determine that the available supply of an underlying
security appears insufficient to permit delivery by the writers of all
outstanding calls in the event of exercise, it may prohibit indefinitely the
exercise of put options. The Fund, as holder of such a put option, could lose
its entire investment if the prohibition remained in effect until the put
option's expiration.

DEALER OPTIONS. A Fund may engage in transactions involving dealer
options as well as exchange-traded options. Certain risks are specific to dealer
options. While the Fund might look to an exchange's clearing corporation to
exercise exchange-traded options, if a Fund purchases a dealer option it must
rely on the selling dealer to perform if the Fund exercises the option. Failure
by the dealer to do so would result in the loss of the premium paid by the Fund
as well as loss of the expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid market
while dealer options may not. Consequently, a Fund can realize the value of a
dealer option it has purchased only by exercising or reselling the option to the
issuing dealer. Similarly, when a Fund writes a dealer option, the Fund can
close out the option prior to its expiration only by entering into a closing
purchase transaction with the dealer. While the Funds will seek to enter into
dealer options only with dealers who will agree to and can enter into closing
transactions with the Funds, no assurance exists that a Fund will at any time be
able to liquidate a dealer option at a favorable price at any time prior to
expiration. Unless a Fund, as a covered dealer call option writer, can effect a
closing purchase transaction, it will not be able to liquidate securities (or
other assets) used as cover until the option expires or is exercised. In the
event of insolvency of the other party, the Fund may be unable to liquidate a
dealer option. With respect to options written by a Fund, the inability to enter
into a closing transaction may result in material losses to the Fund. For
example, because a Fund must maintain a secured position with respect to any
call option on a security it writes, the Fund may not sell the assets which it
has segregated to secure the position while it is obligated under the option.

<PAGE>

This requirement may impair the Fund's ability to sell portfolio securities at a
time when such sale might be advantageous.

The staff of the SEC takes the position that purchased dealer options
are illiquid securities. A Fund may treat the cover used for written dealer
options as liquid if the dealer agrees that the Fund may repurchase the dealer
option it has written for a maximum price to be calculated by a predetermined
formula. In such cases, the dealer option would be considered illiquid only to
the extent the maximum purchase price under the formula exceeds the intrinsic
value of the option. With that exception, however, the Funds will treat dealer
options as subject to the Funds' limitation on illiquid securities. If the SEC
changes its position on the liquidity of dealer options, the funds will change
their treatment of such instruments accordingly.

NON-PRINCIPAL INVESTMENT POLICIES AND RISKS OF THE FUNDS

FOREIGN INVESTMENTS AND CURRENCIES

The InvestmentWizard Fund may invest in securities of foreign
issuers, provided that they are publicly traded in the United States. Such
investments include the following:

AMERICAN DEPOSITARY RECEIPTS. The InvestmentWizard Fund may invest in
American Depositary Receipts ("ADRs") or other forms of depositary receipts.
ADRs are receipts typically issued in connection with a U.S. bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation. Investments in these types of foreign securities involve certain
inherent risks generally associated with investments in foreign securities,
including the following:

POLITICAL AND ECONOMIC FACTORS. Individual foreign economies of
certain countries may differ favorably or unfavorably from the United States'
economy in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency, diversification and balance of
payments position. The internal politics of certain foreign countries may not be
as stable as those of the United States. Governments in certain 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
accordingly affected by the trade policies and economic conditions of their
trading partners. Enactment by these trading partners of protectionist trade
legislation could have a significant adverse effect upon the securities markets
of such countries.

<PAGE>

CURRENCY FLUCTUATIONS. The InvestmentWizard Fund may invest in
securities denominated in foreign currencies. Accordingly, a change in the value
of any such currency against the U.S. dollar will result in a corresponding
change in the U.S. dollar value of the Fund's assets denominated in that
currency. Such changes will also affect the Fund's income. The value of the
Fund's assets may also be affected significantly by currency restrictions and
exchange control regulations enacted from time to time.

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

SHORT-TERM INVESTMENTS. While seeking desirable equity investments or
common stocks whose price history and expected performance lend themselves to
the Adviser's method for investment or for liquidity purposes (and, with respect
to The InvestmentWizard Fund, for temporary defensive purposes), each of The
Super Index Fund and The InvestmentWizard Fund may invest in money market funds
and/or money market instruments consisting of the following:

BANK CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCES. Either 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 either of the Funds
will be dollar-denominated obligations of domestic banks 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.

Domestic banks are subject to different governmental regulations with
respect to the amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the banking industry
depends largely upon the availability and cost of funds for the purpose of
financing lending operations under prevailing money market conditions. General
economic conditions as well as exposure to credit losses arising from possible
financial difficulties of borrowers play an important part in the operations of
the banking industry.

As a result of federal and state laws and regulations, domestic banks
are, among other things, required to maintain specified levels of reserves,
limited in the amount which they can loan to a single borrower, and subject to
other regulations designed to promote financial soundness.

<PAGE>

GOVERNMENT OBLIGATIONS. Each of The Super Index Fund and The
InvestmentWizard Fund may invest in U.S. Government obligations. Such
obligations include Treasury bills, certificates of indebtedness, notes and
bonds, and issues of such entities as the Government National Mortgage
Association ("GNMA"), Export-Import Bank of the United States, Tennessee Valley
Authority, Resolution Funding Corporation, Farmers Home Administration, Federal
Home Loan Banks, Federal Intermediate Credit Banks, Federal Farm Credit Banks,
Federal Land Banks, Federal Housing Administration, Federal National Mortgage
Association ("FNMA"), Federal Home Loan Mortgage Corporation, and the Student
Loan Marketing Association.

Certain of these obligations, such as those of the GNMA, are
supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Export-Import Bank of United States, are supported by the right of
the issuer to borrow from the Treasury; others, such as those of the FNMA, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

ILLIQUID SECURITIES. Neither The Super Index Fund nor The
InvestmentWizard Fund may 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 Adviser will monitor the amount of
illiquid securities in each Fund's portfolio, under the supervision of the
Company's Board of Directors, to ensure compliance with each 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 each Fund's portfolio securities and the Funds
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemption requests within seven days. The Funds might also have to register
such restricted securities in order to dispose of 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

<PAGE>

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 be indicative of the liquidity of such investments. If such
securities are subject to purchase by institutional buyers in accordance with
Rule 144A promulgated by the Commission under the Securities Act, the Company's
Board of Directors may determine that such securities are not illiquid
securities notwithstanding their legal or contractual restrictions on resale. In
all other cases, however, securities subject to restrictions on resale will be
deemed illiquid.

RESTRICTED SECURITIES. The SEC Staff currently takes the view that
any delegation by the Board of Directors of the authority to determine that a
restricted security is readily marketable (as described in the investment
restrictions of the Fund) must be pursuant to written procedures established by
the Board of Directors. It is the present intention of the Board of Directors
that, if the Board of Directors decide to delegate such determinations to the
Adviser or another person, they would do so pursuant to written procedures,
consistent with the Staff's position. Should the Staff modify its position in
the future, the Board of Directors would consider what action would be
appropriate in light of the Staff's position at that time.

SECURITIES LOANS. Each of The Super Index Fund and The
InvestmentWizard Fund may make secured loans of its portfolio securities, on
either a short-term or long-term basis, amounting to not more than 10% of its
total assets, thereby realizing additional income. The risks in lending
portfolio securities, as with other extensions of credit, consist of possible
delay in recovery of the securities or possible loss rights in the collateral
should the borrower fail financially. As a matter of policy, securities loans
are made to broker-dealers pursuant to agreements requiring that the loans be
continuously secured by collateral consisting of cash or short-term debt
obligations at least equal at all times to the value of the securities on loan,
"marked-to-market" daily. The borrower pays to a lender-Fund an amount equal to
any dividends or interest received on securities lent. The Fund retains all or a
portion of the interest received on investment of the cash collateral or
receives a fee from the borrower. Although voting rights, or rights to consent,
with respect to the loaned securities may pass to the borrower, the Fund retains
the right to call the loans at any time on reasonable notice, and it will do so
to enable the Fund to exercise voting rights on any matters materially affecting
the investment. The Fund may also call such loans in order to sell the
securities.

INVESTMENT RESTRICTIONS

In addition to the principal investment objectives, policies and
risks set forth in the Prospectus and in this Statement of Additional
Information, each of The Super Index Fund and The InvestmentWizard Fund is
subject to certain fundamental and non-fundamental investment restrictions, as
set forth below. Fundamental investment restrictions may not be changed with
respect to a Fund individually, without the vote of a majority of that Fund's
outstanding securities, as defined in the Investment Company Act of 1940.
Non-fundamental investment restrictions of a Fund may be changed by the Board of
Directors.

<PAGE>

FUNDAMENTAL INVESTMENT RESTRICTIONS

As fundamental investment restrictions, the Funds will not:

1. Purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities), if, as
a result, as to 75% of a Fund's total assets, more than 5% of its net assets
would be invested in the securities of one issuer or the Fund would hold more
than 10% of the outstanding voting securities of any one issuer;

2. Issue any senior securities, as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), except as set forth in restriction
number 3 below;

3. Borrow amounts in excess of 10% of the cost or 10% of the market
value of its total assets, whichever is less, and then only from a bank and as a
temporary measure for extraordinary or emergency purposes. To secure any such
borrowing, a Fund may pledge or hypothecate all or any portion of the value of
its total assets;

4. Act as an underwriter of securities of other issuers, except insofar
as the Company may be technically deemed an underwriter under the federal
securities laws in connection with the disposition of each Fund's portfolio
securities;

5. Purchase or sell real estate or commodities, including oil, gas or
other mineral exploration or developmental programs or commodity futures
contracts;

6. Make loans, in the aggregate, exceeding 10% of either Fund's total
assets or lend either Fund's portfolio securities to broker-dealers if the loans
are not fully collateralized;

7. Invest in other registered investment companies, except as permitted
by the 1940 Act;

8. Change the nature of its business so as to cease to be an investment
company;

9. Purchase from or sell to any officer or director of the Company or
its Adviser any securities other than the shares of common stock of any Fund; or

<PAGE>

10. Concentrate investments, or invest 25% or more of its assets, in any
one industry. This limitation shall not apply to securities issued or guaranteed
by the U.S. Government.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The Funds are each subject to the following restrictions that are not
fundamental and may therefore be changed by the Board of Directors without
shareholder approval.

The Funds will not:

1. Acquire securities for the purpose of exercising control over
management;

2. Invest more than 15% of its net assets in illiquid securities. In the
event that such illiquid securities comprise more than 15% of a Fund's assets
due to appreciation or other like cause not related to direct investment, no
Fund shall purchase additional portfolio securities until such time as that Fund
holds 15% or less in such illiquid securities; or

3. Purchase additional portfolio securities if borrowings exceed 5%.

Unless otherwise indicated, percentage limitations included in the
restrictions apply at the time the Fund enters into a transaction. Accordingly,
any later increase or decrease beyond the specified limitation resulting from a
change in the Fund's net assets will not be considered in determining whether
its has complied with its investment restrictions.

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information concerning the directors and
officers of Investa Management Co., Inc. and their principal occupations during
the past five years. Directors who are interested persons, as defined by the
1940 Act, are indicated by asterisk.

<PAGE>

POSITIONS HELD PRINCIPAL OCCUPATION
WITH THE LAST FIVE YEARS
NAME AND ADDRESS COMPANY
- ------------------------------------- ------------------------ ------------------------------------------------

<S> <C> <C>
Derek J. Hoggett* (Age 53) President, Treasurer President, Secretary, and
and Chairman of the Treasurer of Investa, Inc., a
2215 Amberly Court Board of Directors registered investment adviser
and the Adviser to the Funds
Houston, TX 77063

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

Scott B. Stokes* (Age 31) Vice President and Vice President and Portfolio
Secretary Manager of Investa, Inc., a
551 Fifth Avenue registered investment adviser
and the Adviser to the Funds
New York, NY 10176

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

Director President and Chief Executive
Michael Miola* (Age 46) Officer of American Data
Services, Inc.
c/o American Data Services, Inc.

The Hauppauge Corporate Center

150 Motor Parkway

Hauppauge, NY 11788
- ------------------------------------- ------------------------ ------------------------------------------------

Donald Weber (Age 61) Director Independent Financial
71 Winchester Court Consultant, London, United
Vicarage Gate, London W84AF Kingdom
United Kingdom
- ------------------------------------- ------------------------ ------------------------------------------------

Thomas D. Coughlen (Age 61) Director Director of PC Advisory
4611 Country Club View Services, Inc., an asset
Bayton, Texas 77521 management firm.; registered
investment advisor.

- ------------------------------------- ------------------------ ------------------------------------------------
Dr. Kenneth Lehrer (Age 54) Director Principal and Chief Executive
5555 Del Monte Drive Officer of Lehrer Financial and
Apartment 802 Economic Advisory Services;
Houston, Texas 77056 registered investment advisor.
- ------------------------------------- ------------------------ ------------------------------------------------

</TABLE>

<PAGE>

The members of the Audit Committee of the Board of Directors are
Messrs. Weber and Coughlen and Dr. Lehrer. Mr. Weber acts as the chairperson of
such committee. The Audit Committee oversees each Fund's financial reporting
process, reviews audit results and recommends annually to the Company a firm of
independent certified public accountants.

No Director, whether interested or disinterested, will receive any
remuneration from either Fund. However, each Director who is not affiliated with
the Adviser or the Administrator, will be reimbursed for expenses incurred in
connection with attending meetings.

INVESTMENT ADVISORY AND OTHER SERVICES

The investment adviser for each of the Funds is Investa, Inc., a Texas
corporation organized in 1981. The Adviser serves in that capacity pursuant to a
written agreement which, after its initial two-year period, must be annually
re-approved by the Board of Directors. The address of the Adviser is 551 Fifth
Avenue, New York, New York 10176. The Adviser can also be contacted by telephone
at (212) 599-4338.

CONTROL OF THE ADVISER

The common stock of the Adviser is wholly-owned and controlled by Mr.
Derek J. Hoggett, who is also the President, Secretary, and Treasurer of the
Adviser.

INVESTMENT ADVISORY AGREEMENTS

The Adviser acts as the investment adviser to each Fund pursuant to
Investment Advisory Agreements, each of which have been approved by the Board of
Directors (including a majority of the Directors who are not parties to the
agreement, or interested persons of any such party).

Each Investment Advisory Agreement will terminate automatically in the
event of its assignment. In addition, each Agreement is terminable at any time,
without penalty, by the Board of Directors of the Company or by vote of a
majority of the Company's outstanding voting securities on not more than 60
days' written notice to the Adviser, and by the Adviser on 60 days' written
notice to the Company. Unless sooner terminated, each agreement shall continue
in effect for more than two years after its execution provided that its
continuance is specifically approved at least annually by either the Board of
Directors or by a vote of a majority of the outstanding shares of the Company,
provided that in either event such continuance is also approved by a vote of a
majority of the

<PAGE>

Directors who are not parties to such agreement, or interested persons of such
parties (as defined in the 1940 Act), cast in person at a meeting called for the
purpose of voting on such approval.

Under the Investment Advisory Agreements, the Adviser provides each Fund
with advice and assistance in the selection and disposition of the Fund's
investments. All investment decisions are subject to review by the Board of
Directors of the Company. The Adviser is obligated to pay the salaries and fees
of any affiliates of the Adviser serving as officers of the Company or either of
the Funds.

CODE OF ETHICS

Personnel of the Adviser may invest in securities for their own account
pursuant to a Code of Ethics which has been adopted by the Company and the
Adviser that sets forth all employees' fiduciary responsibilities regarding the
Funds, establishes procedures for personal investing and restricts certain
transactions. For example, all personal trades in most securities require pre-
clearance, and participation in initial public offerings is prohibited. In
addition, restrictions on the timing of personal investing in relation to trades
by the Funds and on short-term trading have been adopted.

ADMINISTRATOR

The Administrator for each Fund is American Data Services, Inc. (the
"Administrator"), which has its principal office at The Hauppauge Corporate
Center, 150 Motor Parkway, Hauppauge, New York 11788, and is primarily in the
business of providing administrative, fund accounting and stock transfer
services to retail and institutional mutual funds through its offices in New
York, Denver and Los Angeles.

Pursuant to an Administrative Service Agreement with the Company on
behalf of the Funds, the Administrator provides all administrative services
necessary for the Funds, subject to the supervision of the Company's Board of
Directors. The Administrator will provide persons to serve as officers of the
Company. Such officers may be directors, officers or employees of the
Administrator or its affiliates.

The Administrative Service Agreement is terminable by the Board of
Directors of the Company or the Administrator on sixty days' written notice and
may be assigned provided the non-assigning party provides prior written consent.
The Agreement shall remain in effect for two years from the date of its initial
approval, and is subject to annual approval of the Board of Directors for
one-year periods thereafter. The Agreement provides that in the absence of
willful misfeasance, bad faith or

<PAGE>

gross negligence on the part of the Administrator or reckless disregard of its
obligations thereunder, the Administrator shall not be liable for any action or
failure to act in accordance with its duties thereunder.

Under the Administrative Service Agreement, the Administrator provides
all administrative services, including, without limitation: (i) provides
services of persons competent to perform such administrative and clerical
functions as are necessary to provide effective administration of each Fund;
(ii) overseeing the performance of administrative and professional services to
the Fund by others, including each Fund's Custodian; (iii) preparing, but not
paying for, the periodic updating of the Registration Statement and each Fund's
Prospectus and Statement of Additional Information in conjunction with Fund
counsel, including the printing of such documents for the purpose of filings
with the Securities and Exchange Commission and state securities administrators,
preparing each Fund's tax returns, and preparing reports to each Fund's
shareholders and the Securities and Exchange Commission; (iv) preparing , but
not paying for, all filings under the securities or "Blue Sky" laws of such
states or countries as are designated by the Distributor, which may be required
to register or qualify, or continue the registration or qualification, of each
Fund and/or its shares under such laws; (v) preparing notices and agendas for
meetings of the Board of Directors and minutes of such meetings in all matters
required by the 1940 Act to be acted upon by the Board; and (vi) monitoring
daily and periodic compliance with respect to all requirements and restrictions
of the Investment Company Act, the Internal Revenue Code and the Prospectus.

The Administrator, pursuant to a Fund Accounting Service Agreement in
place with the Company, on behalf of the funds, provides each Fund with all
accounting services, including, without limitation: (i) daily computation of net
asset value; (ii) maintenance of security ledgers and books and records as
required by the Investment Company Act; (iii) production of each Fund's listing
of portfolio securities and general ledger reports; (iv) reconciliation of
accounting records; (v) calculation of yield and total return for each Fund;
(vi) maintaining certain books and records described in Rule 31a-1 under the
1940 Act, and reconciling account information and balances among each Fund's
Custodian and Adviser; and (vii) monitoring and evaluating daily income and
expense accruals, and sales and redemptions of shares of each Fund.

ADMINISTRATOR'S FEES

For the services rendered to the Funds by the Administrator, each Fund
pays the Administrator a monthly fee based on the Fund's average net assets as
set forth in the Prospectus. The Funds each also pay the Administrator for any
out-of-pocket expenses. These fees are set forth in the Funds' Prospectus.

<PAGE>

In return for providing the Funds with all accounting related services,
each Fund pays the Administrator a monthly fee based on the Fund's average net
assets, plus any out-of-pocket expenses for such services.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT

Union Bank of California (the "Custodian") serves as the custodian for
each Fund's cash and securities. Pursuant to a Custody Agreement with the
Company, on behalf of each Fund, the Custodian is responsible for maintaining
the books and records of each Fund's portfolio securities and cash. The
Custodian does not assist in, and is not responsible for, investment decisions
involving assets of the Funds. American Data Services, Inc., the Administrator,
also acts as each Fund's Transfer and Dividend Disbursing Agent.

DISTRIBUTION AGREEMENT

Pursuant to a Distribution Agreement with the Company on behalf of each
Fund, ADS Distributors, Inc. (the "Distributor") has agreed to act as the
principal underwriter for each Fund in the sale and distribution to the public
of shares of that Fund, either through dealers or otherwise. The Distributor has
agreed to offer such shares for sale at all times when such shares are available
for sale and may lawfully be offered for sale and sold.

The Distribution Agreement contains provisions with respect to renewal
and termination similar to those in the Investment Advisory Agreement described
above. Pursuant to the Distribution Agreement, the Company has agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the Securities Act of 1933.

SHAREHOLDER SERVICING AND DISTRIBUTION PLAN

The Funds have each adopted a Distribution and Service Plan (the
"Plan"), which was reviewed and approved by a majority of the disinterested
directors of the Fund, pursuant to Rule 12b-1 under the Act (the "Rule"). The
Rule provides that an investment company which bears any direct or indirect
expense of distributing its shares must do so only in accordance with a plan
permitted by the Rule. The Plan provides that each Fund will compensate the
Distributor for certain expenses and costs incurred in connection with providing
marketing and promotional support to the Fund, shareholder servicing and
maintaining shareholder accounts, to compensate parties with which it has
written agreements and whose clients own shares of the Fund for providing
servicing to their clients ("shareholder servicing") and financial institutions
with which it has written agreements and whose

<PAGE>

clients are Fund shareholders (each a "broker-dealer") for providing
distribution assistance and promotional support to the Fund, which is subject to
a maximum of 0.25% per annum of each Fund's average daily net assets. Fees paid
under the Plan may not be waived for individual shareholders.

Each shareholder servicing agent and broker-dealer will, as agent for
its customers, among other things: answer customer inquiries regarding account
status and history, the manner in which purchases and redemptions of shares of
each may be effected and certain other matters pertaining to each of the Funds;
assist shareholders in designating and changing dividend options, account
designations and addresses; provide necessary personnel and facilities to
establish and maintain shareholder accounts and records; assist in processing
purchase and redemption transactions; arrange for the wiring of funds; transmit
and receive funds in connection with customer orders to purchase or redeem
shares; verify and guarantee shareholder signatures in connection with
redemption orders and transfers and changes in shareholder designated accounts;
furnish quarterly and year-end statements and confirmations within five business
days after activity in the account; transmit to shareholders of each Fund's
proxy statements, annual reports, updated prospectuses and other communications;
receive, tabulate and transmit proxies executed by shareholders with respect to
meetings of shareholders of each of the Funds; and provide such other related
services as either Fund or a shareholder thereof may request.

The Plan, the shareholder servicing agreements and the form of
distribution agreement each provide that the Adviser or the Distributor may make
payments from time to time from their own resources which may include the
advisory fee and the asset based sales charges and past profits for the
following purposes: (i) to defray the costs of and to compensate others,
including financial intermediaries with whom the Distributor has entered into
written agreements, for performing shareholder servicing and related
administrative functions of the Funds; to compensate certain financial
intermediaries for providing assistance in distributing each Fund's shares; (ii)
to pay the costs of printing and distributing each Fund's Prospectus to
prospective investors; and (iii) to defray the cost of the preparation and
printing of brochures and other promotional materials, mailings to prospective
shareholders, advertising, and other promotional activities, including the
salaries and/or commissions of sales personnel in connection with the
distribution of each Fund's shares. The Distributor will determine the amount of
such payments made pursuant to the Plan with the shareholder servicing agents
and broker-dealers with whom it has contracted, provided that such payments made
pursuant to the Plan will not increase the amount which either Fund is required
to pay the Distributor for any fiscal year under the shareholder servicing
agreements or otherwise.

Shareholder servicing agents and broker-dealers may charge investors a
fee in connection with their use of specialized purchase and redemption
procedures offered to investors by the shareholder servicing agents and
broker-dealers. In addition, shareholder servicing agents and broker-dealers
offering purchase and redemption procedures similar to those offered to
shareholders who invest in the fund directly may impose charges, limitations,
minimums and restrictions in addition to or different from those applicable to
shareholders who invest in either Fund directly. Accordingly, the net yield to
investors who invest through shareholder servicing agents and broker-dealers may
be less than realized by investing in either Fund directly. An investor should
read the Prospectus in conjunction with the materials provided by the
shareholder servicing agent and broker-dealer describing the procedures under
which Fund shares may be purchased and redeemed through the shareholder
servicing agent and broker-dealer.

<PAGE>

In accordance with the Rule, the Plan provides that all written
agreements relating to the Plan entered into by each Fund, the Distributor or
the Adviser, and the shareholder servicing agents, broker-dealers, or other
organizations, must be in a form satisfactory to the Board of Directors. In
addition, the Plan requires each Fund and the Distributor of each Fund to
prepare, at least quarterly, written reports setting forth all amounts expended
for distribution purposes by the Fund and the Distributor pursuant to the Plan
and identifying the distribution activities for which those expenditures were
made for review by the Board of Directors.

OTHER EXPENSES

The Funds each pay certain operating expenses that are not assumed by
the Adviser, the Administrator or any of their respective affiliates. These
expenses, together with fees paid to the Adviser, the Administrator, the
Distributor and the Transfer Agent, are deducted from the income of each Fund,
respectively, before dividends are paid. These expenses include, but are not
limited to, organizational costs and expenses of officers and Directors who are
not affiliated with the Adviser, the Administrator or any of their respective
affiliates, taxes, interest, legal fees, custodian fees, audit fees, brokerage
fees and commissions, fees and expenses of registering and qualifying the Funds
and their shares for distribution under federal and various state securities
laws, the expenses of reports to shareholders, shareholders' meetings and proxy
solicitations.

PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

Each Fund's assets are invested by the Adviser in a manner consistent
with its investment objective, strategies, policies and restrictions and with
any instructions the Board of Directors may issue from time to time. Within this
framework, the Adviser is responsible for making all determinations as to the
purchase and sale of portfolio securities and for taking all steps necessary to
implement securities transactions on behalf of each of the Funds.

Transactions on U.S. stock exchanges, commodities markets and futures
markets and other agency transactions may involve the payment by the Adviser on
behalf of a Fund of negotiated brokerage commissions. Such commissions vary
among different brokers. A particular broker may charge different commissions
according to such factors as the difficulty and size of the transaction.
Transactions in foreign investments often involve the payment of fixed brokerage
commissions, which may be higher than those in the United States. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Adviser usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the price
paid by

<PAGE>

the Adviser on behalf of each Fund includes a disclosed, fixed commission or
discount retained by the underwriter or dealer.

U.S. Government securities generally are traded in the over-the-counter
market through broker- dealers. A broker-dealer is a securities firm or bank
that makes a market for securities by offering to buy at one price and sell at a
slightly higher price. The difference between the prices is known as a spread.

In placing orders for the purchase and sale of portfolio securities for
each Fund, the Adviser seeks to obtain the best price and execution, taking into
account such factors as price, size of order, difficulty and risk of execution
and operational facilities of the firm involved. For securities traded in the
over-the-counter markets, the Adviser deals directly with the dealers who make
markets in the securities unless better prices and execution are available
elsewhere. The Adviser negotiates commission rates with brokers based on the
quality and quantity of services provided in light of generally prevailing
rates, and while the Adviser generally seeks reasonably competitive commission
rates, the Funds do not necessarily pay the lowest commissions available. The
Board of Directors periodically reviews the commission rates and allocation of
orders.

When consistent with the objectives of best price and execution,
business may be placed with broker-dealers who furnish investment research or
services to the Adviser. Such research or services include advice, both orally
and in writing, as to the value of securities; the advisability of investing in,
purchasing or selling securities; and the availability of securities, or
purchasers or sellers of securities; as well as analyses and reports concerning
issues, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts. To the extent portfolio transactions are
effected with broker-dealers who furnish research services to the Adviser, the
Adviser receives a benefit, not capable of evaluation in dollar amounts, without
providing any direct monetary benefit to any Fund from these transactions. The
Adviser believes that most research services obtained by it generally benefit
several or all of the investment companies and private accounts which it
manages, as opposed to solely benefitting one specific managed fund or account.

The same security may be suitable for each of the Funds or other private
accounts managed by the Adviser. If and when a Fund and two or more accounts
simultaneously purchase or sell the same security, the transactions will be
allocated as to price and amount in accordance with arrangements equitable to
the Fund and account. The simultaneous purchase or sale of the same securities
by a Fund and other accounts may have a detrimental effect on the Fund, as this
may affect the price paid or received by the Fund or the size of the position
obtainable or able to be sold by the Fund.

Consistent with the Conduct Rules of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Directors may determine, the
Adviser may consider sales of shares of each Fund as a factor in the selection
of broker-dealers to execute portfolio transactions for the Fund.

<PAGE>

TAXATION

Each of the Funds intends to qualify each year as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). By so qualifying, a Fund will not incur federal income or
state taxes on its net investment company taxable income and on net realized
capital gains (net long-term capital gains in excess of the sum of net
short-term capital losses and capital losses carryovers from the prior 8 years)
to the extent distributed as dividends to shareholders.

To qualify as a regulated investment company, a Fund must, among other
things (a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock, securities or foreign currencies, or
other income (including gains from options, futures and forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (b) diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the market value of a Fund's assets is
represented by cash, U.S. Government securities, the securities of other
regulated investment companies and other securities, with such other securities
of any one issuer limited for the purposes of this calculation to an amount not
greater than 5% of the value of a Fund's total assets and 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
total assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies); and (c) distribute to its shareholders at least 90% of its
investment company taxable income (which includes dividends, interest and net
short-term capital gains in excess of any net long-term capital losses) and 90%
of its net exempt interest income each taxable year.

Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are subject to a nondeductible 4% excise tax at
the Fund level. To avoid the tax, each Fund must distribute during each calendar
year an amount equal to the sum of (a) at least 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar year, (b) at
least 98% of its capital gains in excess of capital losses (adjusted for certain
ordinary losses) for a one- year period generally ending on October 31st of the
calendar year, and (c) all ordinary income and capital gains for previous years
that were not distributed during such years.

Under the Code, dividends derived from interest, and any short-term
capital gains, are taxable to shareholders as ordinary income for federal and
state tax purposes, regardless of whether such dividends are taken in cash or
reinvested in additional shares. Distributions made from each Fund's net
realized long-term capital gains (if any) and designated as capital gain
dividends are taxable to shareholders as long-term capital gains, regardless of
the length of time Fund shares are held. Corporate investors are not eligible
for the dividends-received deduction with respect to distributions derived from
interest on short-or long-term capital gains from either Fund but may be
entitled to such a deduction in respect to distributions attributable to
dividends received by a Fund. A distribution will be treated as paid on December
31st of a calendar year if it is declared by the Fund in October,

<PAGE>

November or December of the year with a record date in such a month and paid by
each Fund during January of the following year. Such distributions will be
taxable to shareholders in the calendar year the distributions are declared,
rather than the calendar year in which the distributions are received.

Distributions paid by each Fund from net long-term capital gains (excess
of long-term capital gains over long-term capital losses), if any, whether
received in cash or reinvested in additional shares, are taxable as long-term
capital gains, regardless of the length of time you have owned shares in the
Fund. Distributions paid by each Fund from net short-term capital gains (excess
of short-term capital gains over short-term capital losses), if any, whether
received in cash or reinvested in additional shares are taxable as ordinary
income. Capital gains distributions are made when either Fund realizes net
capital gains on sales of portfolio securities during the year.

Many of the options contracts used by the Funds are "section 1256
contracts." Any gains or losses on section 1256 contracts are generally
considered 670% long-term and 40% short-term capital gains or losses ("60/40").
Also, section 1256 contracts held by a Fund at the end of each taxable year
(and, for purposes of the 4% excise tax, on certain other dates as prescribed
under the Code) are "marked to market" with the result that unrealized gains or
losses are treated as though they were realized and the resulting gain or loss
is treated as ordinary or 60/40 gain or loss, depending on the circumstances.

Generally, the hedging transactions and certain other transactions in
options contracts undertaken by a Fund may result in "straddles" for U.S.
federal income tax purposes. The straddle rules may affect the character of
gains (or losses) realized by a Fund. In addition, losses realized by a Fund on
positions that are part of a straddle may be deferred under the straddle rules,
rather than being taken into account in calculating the investment company
taxable income or net capital gain for the taxable year in which such losses are
realized. Because limited regulations implementing the straddle rules have been
promulgated, the tax consequences of transactions in options and future
contracts to a Fund are not entirely clear. The transactions may increase the
amount of short-term capital gain realized by a Fund which is taxed as ordinary
income when distributed to shareholders.

Each Fund may make one or more of the elections available under the code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under the rules that vary
according to the election(s) made. The rules applicable under certain of the
elections operate to accelerate the recognition of gains or losses from the
affected straddle positions. Because application of the straddle rules may
affect the character of gains or losses, defer losses and/or accelerate the
recognition of gains or losses from the affected straddle positions, the amount
which must be distributed to shareholders, and which will be taxed to
shareholders as ordinary income or long-term capital gain, may be increased or
decreased substantially as compared to a fund that did not engage in such
hedging transactions.

<PAGE>

Any redemption or exchange of a Fund's shares is a taxable event and may
result in a capital gain or loss. A gain or loss, if the shares are capital
assets in the shareholder's hands, and will be long-term, mid-term or short-term
generally depending upon the shareholder's holding period for the shares. Any
loss realized on a disposition will be disallowed by "wash sale" rules to the
extent the shares disposed of are replaced within a period of 61 days beginning
30 days before and ending 30 days after the disposition. In such a case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized by a shareholder on a disposition of shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of capital gain dividends received by the
shareholder with respect to such shares.

Dividend distributions, capital gains distributions, and capital gains
or losses from redemptions and exchanges may also be subject to state and local
taxes.

Ordinarily, distributions and redemption proceeds paid to fund
shareholders are not subject to withholding of federal income tax. However, 31%
of each of the Fund's distributions and redemption proceeds must be withheld if
a Fund shareholder fails to supply the Fund or its agent with such shareholder's
taxpayer identification number or if the Fund shareholder who is otherwise
exempt from withholding fails to properly document such shareholder's status as
an exempt recipient.

The information above is only a summary of some of the tax
considerations generally affecting the Funds and their shareholders. No attempt
has been made to discuss individual tax consequences. To determine whether
either of the Funds is a suitable investment based on his or her tax situation,
a prospective investor may wish to consult a tax advisor.

VOTING AND OWNERSHIP OF SHARES

Each share of each Fund has one vote in the election of Directors.
Cumulative voting is not authorized for either Fund. This means that the holders
of more than 50% of the shares voting for the election of Directors can elect
100% of the Directors if they choose to do so, and, in that event, the holders
of the remaining shares will be unable to elect any Directors.

Shareholders of the Funds and any other future series of the Company
will vote in the aggregate and not by series except as otherwise required by law
or when the Board of Directors determines that the matter to be voted upon
affects only the interest of the shareholders of a particular series. Pursuant
to Rule 18f-2 under the 1940 Act, the approval of an investment advisory
agreement or any change in a fundamental policy would be acted upon separately
by the series affected. Matters such as ratification of the independent public
accountants and election of Directors are not subject to

<PAGE>

separate voting requirements and may be acted upon by shareholders of the
Company voting without regard to series.

On __________, 2000, the Adviser invested $50,000 in shares of each Fund
at $10.00 per share, as seed capital. The Adviser will control the Fund until
public shareholders begin investing in each of the Funds thereby diluting the
ownership of Fund shares by the Adviser.

DIVIDENDS AND DISTRIBUTIONS

Net investment income, if any, is declared as dividends and paid
annually. Substantially all the realized net capital gains for each Fund, if
any, are also declared and paid on an annual basis. Dividends and distributions
are payable to shareholders of record at the time of declaration.

Distributions from each Fund are automatically reinvested in additional
Fund shares unless the shareholder has elected to have them paid in cash.

NET ASSET VALUE

The method for determining each Fund's net asset value is summarized in
the Prospectus in the text following the heading "Valuation of Shares." The net
asset value of a Fund's shares is determined on each day on which the NYSE is
open, provided that the net asset value need not be determined on days when no
Fund shares are tendered for redemption and no order for Fund shares is
received. The NYSE is not open for business on the following holidays (or on the
nearest Monday or Friday if the holiday falls on a weekend): New Year's Day,
President's Day, Good Friday, Martin Luther King, Jr. Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

PERFORMANCE COMPARISONS

Total return quoted in advertising and sales literature reflects all
aspects of each Fund's return, including the effect of reinvesting dividends and
capital gain distributions and any change in a Fund's net asset value during the
period.

<PAGE>

Each Fund's total return must be displayed in any advertisement
containing the Fund's yield. Total return is the average annual total return for
the 1-, 5- and 10-year period ended on the date of the most recent balance sheet
included in the Statement of Additional Information, computed by finding the
average annual compounded rates of return over 1-, 5- and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:

P(1 + T)n = ERV

Where:

P = a hypothetical initial investment of $1000

T = average annual total return

n = number of years

ERV = ending redeemable value of a
hypothetical $1000 payment made at the
beginning of the 1-, 5- or 10-year
periods at the end of the 1-, 5-or
10-year periods (or fractions
thereof).

Because the Funds have not had a registration in effect for 1, 5 or 10
years, the period during which the registration has been effective shall be
substituted.

Average annual total return is calculated by determining the growth or
decline in value of a hypothetical historical investment in each Fund over a
stated period and then calculating the annual compounded percentage rate that
would have produced the same result if the rate of growth or decline in value
had been constant throughout the period. For example, a cumulative total return
of 100% over 10 years would produce an average annual total return of 7.18%,
which is the steady annual rate that would result in 100% growth on a compounded
basis in 10 years. While average annual total returns are a convenient means of
comparing investment alternatives, investors should realize that the Fund's
performance is not constant over time, but changes from year to year, and that
average annual total returns represent averaged figures as opposed to actual
year-to-year performance.

In addition to average annual total returns, each Fund may quote unit
asset value or cumulative total returns reflecting the simple change in value of
an investment over a stated period. Average

<PAGE>

annual and cumulative total returns may be quoted as a percentage or as a dollar
amount and may be calculated for a single investment, a series of investments,
or a series of redemptions over any time period. Performance information may be
quoted numerically or in a table, graph, or similar illustration.

Each Fund's performance may be compared with the performance of other
funds with comparable investment objectives, tracked by fund rating services or
with other indexes of market performance. Sources of economic data that may be
considered in making such comparisons may include, but are not limited to,
rankings of any mutual fund or mutual fund category tracked by Lipper Analytical
Services, Inc. or Morningstar, Inc.; data provided by the Investment Company
Institute; major indexes of stock market performance; and indexes and historical
data supplied by major securities brokerage or investment advisory firms. The
Funds may also each utilize reprints from newspapers and magazines furnished by
third parties to illustrate historical performance.

The agencies listed below measure performance based on their own
criteria rather than on the standardized performance measures described in the
preceding section.

Lipper Analytical Services, Inc. distributes mutual fund rankings
monthly. The rankings are based on total return performance
calculated by Lipper, generally reflecting changes in net asset value
adjusted for reinvestment of capital gains and income dividends. They
do not reflect deduction of any sales charges. Lipper rankings cover
a variety of performance periods, including year-to-date, 1-year,
5-year, and 10-year performance. Lipper classifies mutual funds by
investment objective and asset category.

Morningstar, Inc. distributes mutual fund ratings twice a month. The
ratings are divided into five groups: highest, above average,
neutral, below average and lowest. They represent the fund's
historical risk/reward ratio relative to other funds in its broad
investment class as determined by Morningstar, Inc. Morningstar
ratings cover a variety of performance periods, including 1-year,
3-year, 5-year, 10-year and overall performance. The performance
factor for the overall rating is a weighted-average assessment of the
fund's 1-year, 3-year, 5-year, and 10-year total return performance
(if available) reflecting deduction of expenses and sales charges.
Performance is adjusted using quantitative techniques to reflect the
risk profile of the fund. The ratings are derived from a purely
quantitative system that does not utilize the subjective criteria
customarily employed by rating agencies such as Standard & Poor's and
Moody's Investor Service, Inc.

CDA/Weisenberger's Management Results publishes mutual fund rankings
and is distributed monthly. The rankings are based entirely on total
return calculated by Weisenberger for periods such as year-to-date,
1-year, 3-year, 5-year and 10-year. Mutual funds are ranked in
general categories (e.g., international bond, international equity,
municipal bond, and maximum capital gain). Weisenberger rankings do
not reflect deduction of sales charges or fees.

<PAGE>

Independent publications may also evaluate each Fund's performance.
The Funds may from time to time each refer to results published in various
periodicals, including Barrons, Financial World, Forbes, Fortune, Investor's
Business Daily, Kiplinger's Personal Finance Magazine, Money, U.S. News and
World Report and The Wall Street Journal.

REDEMPTION OF SHARES

Redemption of shares, or payment for redemptions, may be suspended at
times (a) when the NYSE is closed for other than customary weekend or holiday
closings, (b) when trading on the NYSE is restricted, (c) when an emergency
exists, as a result of which disposal by a Fund of securities owned by it is not
reasonably practicable, or it is not reasonably practicable for the Fund fairly
to determine the value of its net assets, or (d) during any other period when
the Securities and Exchange Commission, by order, so permits, provided that
applicable rules and regulations of the Securities and Exchange Commission shall
govern as to whether the conditions prescribed in (b) or (c) exist.

ORGANIZATION OF COMPANY

Each of The Super Index Fund and The InvestmentWizard Fund is a series
of Investa Management Co., Inc., a registered Maryland corporation organized on
May 14, 1999. As of the date of this Statement of Additional Information, all of
the outstanding shares of the Funds are owned by the Adviser. As indicated
above, the Adviser is controlled by Mr. Derek Hoggett. As a result, as of such
date, the Funds may be deemed to be controlled by Mr. Hoggett.

The Board of Directors may establish additional funds (with different
investment objectives and fundamental policies) and additional classes of shares
at any time in the future. Establishment and offering of additional portfolios
will not alter the rights of the Funds' shareholders. Shares do not have
preemptive rights or subscription rights. All shares when issued, will be fully
paid and non- assessable by the Company. In liquidation of a Fund, each
shareholder is entitled to receive his pro rata share of the assets of the Fund.

COUNSEL AND INDEPENDENT AUDITORS

Legal matters in connection with the Company, including the issuance
of shares of common stock of each Fund, are passed upon by Spitzer & Feldman
P.C., 405 Park Avenue, New York, New York 10022. McCurdy & Associates, CPAs,
Inc., 27955 Clemens Road, Westlake, Ohio 44145 have been selected as independent
auditors for each of the Funds.

<PAGE>

OTHER INFORMATION

The Adviser has been continuously registered as an investment adviser
with the Securities Exchange Commission (SEC) under the 1940 Act since June 8,
1999. The Company has filed a registration statement under the Securities Act of
1933 and the 1940 Act with respect to the shares offered. Such registrations do
not imply approval or supervision of either Fund or the Adviser by the SEC.

For further information, please refer to the registration statement
and exhibits on file with the SEC in Washington, D.C. These documents are
available upon payment of a reproduction fee. Statements in the Prospectus and
in this Statement of Additional Information concerning the contents of contracts
or other documents, copies of which are filed as exhibits to the registration
statement, are qualified by reference to such contracts or documents.

FINANCIAL STATEMENTS

The Company's balance sheet as of January 28, 2000 is set forth
below. It has been audited by the Company's independent auditors, McCurdy &
Associates, CPAs, Inc., whose report thereon is set forth below. The balance
sheet is included herein in reliance upon their authority as experts in
accounting and auditing.

<PAGE>

INVESTA MANAGEMENT CO., INC.
STATEMENTS OF ASSETS AND LIABILITIES
JANUARY 28, 2000

- --------------------------------------------------------------------------------
SUPER INDEX INVESTMENTWIZARD
FUND FUND
---- ----

ASSETS
<S> <C> <C>
Cash......................................... $ 50,000 $ 50,000
-------- --------

NET ASSETS................................... $ 50,000 $ 50,000
======== ========

Shares of common stock outstanding
(100,000,000 Authorized per series,
$0.001 par value)........................... 5,000 5,000
======== ========

Net asset value, offering price and
redemption price per share................. $ 10.00 $ 10.00
======== ========

</TABLE>

The accompanying notes are an integral part of this statement

<PAGE>

INVESTA MANAGEMENT CO., INC.

NOTES TO STATEMENTS OF ASSETS AND LIABILITIES

AS OF JANUARY 28, 2000

1. Investa Management Co., Inc. (the "Fund"), is a no-load, diversified,
open-end management investment company consisting initially of two series,
The Super Index Fund and The InvestmentWizard Fund, organized as a
Maryland Corporation under articles of incorporation dated May 14, 1999.
On January 28, 2000, 5,000 shares of each series of the Fund were issued
for cash at a purchase price of $10.00 per share. The Fund has had no
operations except for the initial issuance of shares.

2. Expenses incurred in connection with the organization of the Fund and the
initial offering of shares will be permanently absorbed by Investa, Inc.
(the "Manager"). As of January 28, 2000, all outstanding shares of each
series were held by the Manager, who purchased these initial shares in
order to provide the Fund with its required capital.

3. Reference is made to the Prospectus and the Statement of Additional
Information for a description of the Management Agreement, the
Administration Agreement, the Transfer, Dividend Disbursing, Shareholder
Service and Plan Agency Agreement, tax aspects of the Fund and the
calculation of the net asset value of the shares of the Fund.

<PAGE>

PART C

ITEM 23. EXHIBITS.

*(a) Articles of Incorporation;

*(b) By-Laws of the Company;

**(d) Form of Investment Advisory Agreement.

**(e) Form of Distribution Agreement.

(f) Not Applicable.

**(g) Form of Custody Agreement.

**(h) Form of Administrative Service Agreement.

**(h-1) Form of Transfer Agency Agreement.

*** (i) Opinion of Spitzer & Feldman P.C. as to the legality of the
securities being registered, including their consent to the
filing thereof and as to the use of their name in the Prospectus.

*** (i-2) Opinion of Venable, Baetjer and Howard, LLP, as Maryland
counsel, as to matters of Maryland law.

***(i-3) Consent of McCurdy & Associates, CPAs, Inc. independent
auditors.

(k) Not Applicable.

**(l) Form of Subscription Letter.

**(m) Distribution (12b-1) Plan.

(n) Not Applicable.

* Filed with the Securities and Exchange Commission as an Exhibit to the
Registration Statement on Form N-1A (Reg. No. 333-81147) filed on June 29,
1999.

<PAGE>

** Filed with the Securities and Exchange Commission as an Exhibit to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(Reg. No. 333-81147) filed on December 6, 1999.

*** Filed herewith.

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

Not applicable

ITEM 25. INDEMNIFICATION.

(a) In accordance with Section 2-418 of the General Corporation Law of the
State of Maryland, Article NINTH of the Registrant's Articles of
Incorporation provides as follows:

"NINTH:(1) The Corporation shall indemnify (i) its currently acting and
former directors and officers, whether serving the Corporation or at its
request any other entity, to the fullest extent required or permitted by
the General Laws of the State of Maryland now or hereafter in force,
including the advance of expenses under the procedures and to the fullest
extent permitted by law, and (ii) other employees and agents to such extent
as shall be authorized by the Board of Directors or the By-Laws and as
permitted by law. Nothing contained herein shall be construed to protect
any director or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. The
foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled. The Board of
Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing
such provisions or such indemnification arrangements as may be permitted by
law. No amendment of the charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right of indemnification provided
hereunder with respect to acts or omissions occurring prior to such
amendment or repeal.

(2) To the fullest extent permitted by Maryland statutory or decisional
law, as amended or interpreted, and the Investment Company Act of 1940, no
director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office. No amendment of the charter
of the Corporation or repeal of any of its provisions shall limit or
eliminate the limitation of liability provided to directors and officers
hereunder with respect to any act or omission occurring prior to such
amendment or repeal."

Registrant will comply with Rule 484 under the Securities Act of 1933 and
Release 11300 under the 1940 Act in connection with any indemnification.

<PAGE>

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Investa, Inc. serves as investment adviser to each Fund. Set forth below
are the names of the directors and officers of the Adviser:

Derek J. Hoggett President, Secretary, Treasurer, and
Sole Director

Scott B. Stokes Vice President

ITEM 27. PRINCIPAL UNDERWRITER.

(a) The principal underwriter of the Company's shares currently acts as a
principal underwriter for other investment companies.

(b) The following table contains information with respect to each director,
trustee, officer or partner of each principal underwriter named in the
answer to Item 20:

(1) (2) (3)

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS* WITH UNDERWRITER WITH REGISTRANT
- ----------------- ---------------- ---------------

Michael Miola* President, and Director
Chief Executive Officer

*c/o The Hauppauge Corporate Center
150 Motor Parkway
Hauppauge, NY 11788

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The accounts and records of the Company required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are located,
in whole or in part, at the office of the Adviser at 551 Fifth Avenue, New York,
New York 10176. The Adviser can also be contacted by telephone at (212)
599-4340; except transfer agency records which are maintained at the offices of
the Administrator, American Data Services, Inc., The Hauppauge Corporate Center,
150 Motor Parkway, Hauppauge, New York 11788 and custodial records which are
maintained at the offices of the Custodian at 350 California Street, San
Francisco, California 94104.

ITEM 29 MANAGEMENT SERVICES.

Not Applicable

ITEM 30. UNDERTAKINGS.

Not Applicable

iii

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston and State of Texas, on the 31st day of
January, 2000.

INVESTA MANAGEMENT CO., INC.

By: /S/ DEREK J. HOGGETT
----------------------
Derek J. Hoggett, President

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

/S/ DEREK J. HOGGETT President, Treasurer, and January 31, 2000
-------------------- Chairman of the
Derek J. Hoggett Board of Directors

/S/ MICHAEL MIOLA Director January 31, 2000
- -------------------
Michael Miola

/S/ DONALD WEBER Director January 31, 2000
- ---------------------
Donald Weber

/S/ TUCKER COUGHLEN Director January 31, 2000
- --------------------
Tucker Coughlen

/S/ DR. KENNETH LEHRER Director January 31, 2000
-----------------------
Kenneth Lehrer

The above persons signing as Directors are all of the members of the
Company's Board of Directors.

SPITZER & FELDMAN P.C.
405 Park Avenue
New York, NY 10022

January 28, 2000

Investa Management Co., Inc.
c/o American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
Hauppauge, NY 11788

Re: Investa Management Co., Inc.
THE SUPER INDEX FUND
THE INVESTMENTWIZARD FUND

Gentlemen:

We have acted as counsel to Investa Management Co., Inc. (the
"Company"), a Maryland corporation, in connection with the preparation and
filing of Registration Statement No. 333-81147 on Form N-1A (the "Registration
Statement") covering shares of Common Stock, par value $.001 per share, of the
Company's two initial series, The Super Index Fund and The InvestmentWizard Fund
(the "Funds").

We have examined copies of the Articles of Incorporation and the
By-Laws of the Company, the Registration Statement, Pre-Effective Amendment No.
1 to the Registration Statement, Pre-Effective Amendment No. 2 to the
Registration Statement and such other corporate records, proceedings and
documents, including the consents of the Board of Directors of the Company, as
we have deemed necessary for the purpose of this opinion. In our examination of
such material, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company and others.

We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not express any opinion as to the laws of other
states or jurisdictions, except as to matters of Federal law. Matters governed
by the laws of the State of Maryland have been addressed in a separate opinion
letter issued by the firm of Venable, Baetjer and Howard, LLP, special Maryland
counsel, a copy of which is attached hereto.

<PAGE>

Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock, par value $.001 per share, of the Company, to be issued
in accordance with the terms of the offering, as set forth in the Prospectus and
Statement of Additional Information included as part of the Registration
Statement, as amended, and when issued and paid for, will constitute validly
authorized and legally issued shares of Common Stock, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Funds' Prospectus and
the Statement of Information, included as part of the Registration Statement.

Very truly yours,

SPITZER & FELDMAN P.C.

VENABLE, BAETJER AND HOWARD, LLP

January 28, 2000

Spitzer & Feldman, P.C.
405 Park Avenue
New York, NY 10022

Re: INVESTA MANAGEMENT CO., INC.
----------------------------

Ladies and Gentlemen:

We have acted as special Maryland counsel for Investa Management Co.,
Inc., a Maryland corporation (the "Fund"), in connection with the organization
of the Fund and the issuance of shares of its common stock, par value $.001 per
share, of its Investa Super Index Fund and Investa InvestmentWizard Fund (each a
"Series" and, collectively, the "Shares").

As special Maryland counsel for the Fund, we are familiar with its
Charter and Bylaws. We have examined the prospectus included in its Registration
Statement on Form N-1A (File Nos. 333-81147; 811-09399) (the "Registration
Statement"), substantially in the form in which it is to become effective (the
"Prospectus"). We have further examined and relied upon a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Fund is duly incorporated and existing under the laws of the State of Maryland
and is in good standing and duly authorized to transact business in the State of
Maryland.

We have also examined and relied upon such corporate records of the
Fund and other documents and certificates with respect to factual matters as we
have deemed necessary to render the opinion expressed herein. With respect to
the documents we have received, we have assumed, without independent
verification, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies.

Based on such examination, we are of the opinion that:

1. The Fund is duly organized and validly existing as a corporation
in good standing under the laws of the State of Maryland.

<PAGE>

Spitzer & Feldman, P.C.
January 28, 2000
Page 2

2. The Shares of the Fund to be offered for sale pursuant to the
Prospectus are duly authorized, and, to the extent of the number
of Shares of each Series, respectively, authorized to be issued
by the Fund in its Charter, when sold, issued and paid for as
contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.

This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as due organization and the authorization
and issuance of stock. It does not extend to the securities or "Blue Sky" laws
of Maryland, to federal securities laws, or to other laws.

You may rely on this opinion in rendering your opinion to the Fund that
is to be filed with the Registration Statement. We consent to the filing of this
opinion as an exhibit to the Registration Statement. This opinion may not be
relied upon by any other person or for any other purpose without our prior
written consent.

Very truly yours,

/s/ VENABLE, BAETJER AND HOWARD, LLP
------------------------------------
Venable, Baetjer and Howard, LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated January 28, 2000 and to all references to our firm included in or made a
part of this Pre-Effective Amendment Number 2 to the Investa Management Co.,
Inc.'s Registration Statement on Form N-1A (File No. 333-81147), including the
references to our firm under the heading "Counsel and Independent Auditors" in
the Prospectus and the headings "Counsel and Independent Auditors" and
"Financial Statements" in the Statement of Additional Information.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
January 28, 2000