IGAM GROUP FUNDS, 485APOS, 2000-10-10

IGAM GROUP FUNDS
485APOS, 2000-10-10

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Filed with the Securities and Exchange Commission on October 10, 2000

1933 Act Registration File No. 333-83499
1940 Act File No. 811-9493

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 2 |X|
---
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 3 |X|
---

(Check appropriate box or boxes.)

IGAM GROUP FUNDS
----------------
(Exact Name of Registrant as Specified in Charter)

South Kingstown Office Park, Suite A5
24 SALT POND ROAD, WAKEFIELD, RI 02879
--------------------------------------------------------------------
(Address and Zip Code of Principal Executive Offices)

(401) 788-0977
---------------------------------------------------------
Registrant's Telephone Number, including Area Code

Eugene Y. W. Lee, Ph.D.
IGAM Group Funds
South Kingstown Office Park, Suite A5
24 SALT POND ROAD, WAKEFIELD, RI 02879
------------------------------ --------------------------------------
(Name and Address of Agent for Service)

WITH A COPY TO:
---------------
Michael P. O'Hare, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

It is proposed that this filing will become

------- effective immediately upon filing pursuant to paragraph (b)

on ___________ pursuant to paragraph (b)
-------

60 days after filing pursuant to paragraph (a)(1)
-------

on ___________ pursuant to paragraph (a)(1)
-------

X 75 days after filing pursuant to paragraph (a)(2)
-----

on ___________ pursuant to paragraph (a)(2) of Rule 485.
-------

IGAM GROUP FUNDS

PROSPECTUS

DECEMBER 26, 2000

GLOBAL BIOTECH INDEX FUND

GLOBAL WIRELESS COMMUNICATIONS INDEX FUND

INTERNET INDEX FUND

INVESTMENT MANAGER:

[LOGO]

INTEGRITY GLOBAL ASSET MANAGEMENT, INC.

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

IGAM GROUP FUNDS

PROSPECTUS DATED DECEMBER 26, 2000

TABLE OF CONTENTS

OVERVIEW 3
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GLOBAL BIOTECH INDEX FUND 6
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GLOBAL WIRELESS COMMUNICATIONS INDEX FUND 9
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INTERNET INDEX FUND 13
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MORE INFORMATION ABOUT THE DOW JONES GLOBAL BIOTECHNOLOGY INDEX(SM) 17
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MORE INFORMATION ABOUT THE DOW JONES GLOBAL WIRELESS COMMUNICATIONS
SERVICE & TECHNOLOGY INDEX(SM) 18
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MORE INFORMATION ABOUT THE DOW JONES INTERNET INDEX(SM) 19
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GENERAL INFORMATION ABOUT DOW JONES COMPANY, INC. 20
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ADDITIONAL INVESTMENT STRATEGIES AND RISKS INFORMATION 20
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MANAGEMENT OF THE FUNDS 22
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PRICING OF FUND SHARES 22
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MARKETING AND DISTRIBUTION 25
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HOW TO PURCHASE SHARES 26
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HOW TO REDEEM SHARES 28
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DISTRIBUTIONS AND TAXATION 30
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FINANCIAL HIGHLIGHTS OF THE INTERNET INDEX FUND 32
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OVERVIEW
--------------------------------------------------------------------------------
GOALS AND STRATEGIES OF THE IGAM GROUP FUNDS

The three mutual funds within IGAM Group Funds (the "Funds") are designed to
parallel the investment returns of certain common stock indexes sponsored by Dow
Jones Company, Inc. ("Dow Jones"). The GLOBAL BIOTECH INDEX FUND'S goal is to
provide investment results that parallel the investment return of the Dow Jones
Global Biotechnology Index(SM). The GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S
goal is to provide investment results that parallel the investment return of the
Dow Jones Wireless Communications Service & Technology Index(SM), which consists
of two sub-indexes: the Dow Jones Wireless Telecommunications Index(SM) and the
Dow Jones Communications Technology Index(SM). The INTERNET INDEX FUND'S goal is
to provide investment results that parallel the investment return of the Dow
Jones Internet Index(SM).

Similar to most index funds, the Funds will attempt to achieve their goals using
statistical procedures which allow them to hold all, or a representative sample,
of the securities in the respective indexes. Generally index funds do not buy
and sell securities based on research and analysis in an attempt to outperform
the particular index. Instead, an index fund seeks to mirror what the target
index does, for better or worse. Index funds have operating expenses and
transaction costs, and generally keep a portion of their assets in cash or cash
equivalent investments, in order to be ready to meet redemption requests.
Therefore, while the performance for an index fund is expected to track the
target index closely, the performance of an index fund will generally be less
than that of the index itself.

PRINCIPAL RISKS OF THE IGAM GROUP FUNDS

Investing in mutual funds involves certain risks that could cause you to lose
money. The principal risks of investing in the Funds are as follows:

|X| INDUSTRY SPECIFIC RISKS FOR THE GLOBAL BIOTECH INDEX FUND: Biotechnology
companies are heavily dependent on patents and intellectual property
rights. The loss or impairment of such rights may adversely affect the
profitability of these companies. Also companies in the biotechnology
sector are subject to risks of new technologies and competitive pressures.
Biotechnology companies spend heavily on research and development and their
products or services may not prove commercially successful or may quickly
become obsolete. Biotechnology companies are subject to regulations by, and
restrictions of, the Food and Drug Administration, the Environmental
Protection Agency, state and local governments, and foreign regulatory
authorities.

|X| INDUSTRY SPECIFIC RISKS FOR THE GLOBAL WIRELESS COMMUNICATIONS INDEX FUND:
The securities of wireless communications companies may fluctuate widely
due to both federal and state regulations governing rates of return and
services that may be offered. In addition, recent industry consolidation
trends may lead to increased regulation of wireless communications
companies in their primary markets.

|X| INDUSTRY SPECIFIC RISKS FOR THE INTERNET INDEX FUND: Any investment in the
Internet industry involves special risks because the Internet industry is
subject to rapid technological changes and developments. Many
Internet-related companies have incurred significant losses since their
inception and will continue to incur losses in the hope of capturing market
share and generating future revenues. It is possible that some companies
may never be profitable. Companies in the industry are exposed to a high
risk that their products or services may quickly become obsolete. Also,
increasing competition, rapidly changing markets, frequent mergers or
acquisitions of Internet companies and changes in strategic alliances among
various Internet businesses, all may have a significant effect on the
financial condition of companies in the Internet industry. Changes in
government policies, such as telephone and cable regulations and antitrust
enforcement and the need for regulatory approvals, can also have a material
effect on companies in the industry.

|X| STOCK MARKET RISKS: Mutual funds that invest in common stocks and other
equity securities are subject to stock market risks and significant
fluctuations in value. If the stock market declines in value, the Funds are
likely to decline in value.

|X| SMALL AND UNSEASONED COMPANIES RISKS: Many of the companies included in the
Indexes and therefore, the Funds have a smaller market capitalization (less
than $1 billion) and may be unseasoned companies (those with less than a
three year operating history). Investments in smaller and unseasoned
companies present greater risks than securities of larger or more
established companies.

|X| FOREIGN INVESTMENT RISKS: Many of the companies included in the Global
Biotech Index and the Global Wireless Communications Index include foreign
securities. Foreign investments may be more risky than domestic
investments. Investments in foreign securities may be affected by
fluctuations in currency exchange rates, incomplete or inaccurate financial
information on companies, social upheavals and political actions ranging
from tax code changes to governmental collapse.

|X| NON-DIVERSIFICATION RISKS: Each Fund is classified as "non-diversified"
under the Investment Company Act of 1940, as amended (the "1940 Act"),
which means that, compared to other funds, it may invest a greater
percentage of its assets in a single issuer. As non-diversified funds, the
Funds may be more susceptible to price volatility resulting from changes in
the prices of securities that they hold.

|X| FUTURES AND OPTIONS RISKS: The Funds are each authorized to invest a
portion of their assets in futures and options contracts. Losses or gains
involving these investments can be substantial in relation to the amount of
money deposited to enter into the contract. For this reason, the Funds will
not use these types of investments as leveraged investments.

WHO MAY WANT TO INVEST IN THE FUNDS

The Funds are designed for long-term investors who want to allocate a portion of
the investments to aggressive equity investing and who understand and are
willing to accept the risk of loss associated with investing in biotechnology,
wireless communications or Internet stocks. Investors should be willing to
accept the above average price fluctuations that the Funds are expected to
experience. None of the Funds should be considered a complete investment
program.

The GLOBAL BIOTECH INDEX FUND may be appropriate for investors who want to
participate in the investment performance of the biotechnology industry over the
long term, by following a simple, cost-efficient indexing approach.

The GLOBAL WIRELESS COMMUNICATIONS INDEX FUND may be appropriate for investors
who want to participate in the investment performance of the wireless
communications industry over the long term, by following a simple,
cost-efficient indexing approach.

The INTERNET INDEX FUND may be appropriate for investors who want to participate
in the investment performance of the Internet industry over the long term, by
following a simple, cost-efficient indexing approach.

GLOBAL BIOTECH INDEX FUND
--------------------------------------------------------------------------------
WHAT IS THE GLOBAL BIOTECH INDEX FUND'S INVESTMENT OBJECTIVE?

The investment objective of the GLOBAL BIOTECH INDEX FUND is to provide
investment results that parallel the investment return of the Dow Jones Global
Biotechnology Index(SM).

WHAT ARE THE PRINCIPAL STRATEGIES FOR THE GLOBAL BIOTECH INDEX FUND?

The biotechnology industry consists of companies engaged in genetic research,
including the marketing and development of recombinant DNA products as well as
companies that manufacture artificial blood or provide contract biotechnology
research. These companies are worldwide.

The GLOBAL BIOTECH INDEX FUND'S investment manager believes that the
biotechnology industry has substantial growth potential. Though biotechnology
stocks may be volatile, the investment manager believes that the biotechnology
industry as a whole could outperform the broader securities markets for the
foreseeable future.

In view of the rapid pace of development and change within the biotechnology
industry, it may be very difficult to forecast which companies or industry
sectors will be successful and outperform or outgrow other companies or sectors.
For these reasons, the GLOBAL BIOTECH INDEX FUND'S investment manager believes
that an "indexing" investment management approach is a particularly effective
way for investors to participate in the investment performance of the
biotechnology industry over the long term.

In order to track the Dow Jones Global Biotechnology Index(SM) as closely as
possible, the GLOBAL BIOTECH INDEX FUND seeks to invest substantially all (more
than 95%) of its total assets in the stocks that make up the Dow Jones Global
Biotechnology Index(SM), in roughly the same proportions as the stocks are
represented in the Index. However, in order to provide a more diversified
portfolio, the GLOBAL BIOTECH INDEX FUND intends to limit its investment in any
one component stock of the Global Biotechnology Index(SM) to no more than 10% of
its assets. As a result, the proportion of each component stock in the GLOBAL
BIOTECH INDEX FUND'S portfolio will not mirror that of the Global Biotechnology
Index(SM) to the extent that a component stock represents more than 10% of the
Global Biotechnology Index(SM). As the GLOBAL BIOTECH INDEX FUND receives cash
from new investors, or processes redemption requests from shareholders, the
GLOBAL BIOTECH INDEX FUND will purchase or sell securities in an effort to
attempt to approximate the return of the Dow Jones Global Biotechnology
Index(SM). Also, the GLOBAL BIOTECH INDEX FUND'S investments are reviewed and
adjusted each quarter to reflect any quarterly adjustments in the Dow Jones
Global Biotechnology Index(SM) in an effort to track the Index as closely as
possible.

Because the GLOBAL BIOTECH INDEX FUND is an index fund, it generally takes a
buy-and-hold approach to investing. The GLOBAL BIOTECH INDEX FUND normally sells
portfolio securities only to respond to redemption requests or to adjust the
number of its shares to track the weighting or composition of the Dow Jones
Global Biotechnology Index(SM). As a result, the GLOBAL BIOTECH INDEX FUND'S
portfolio turnover rate is expected to be extremely low. A low portfolio
turnover rate usually results in low transaction costs and provides tax
efficiencies for shareholders.

WHAT IS THE DOW JONES GLOBAL BIOTECHNOLOGY INDEX(SM)?

The Dow Jones Global Biotechnology Index(SM) is designed to be an overall
indicator of global biotechnology industry stock performance, and to provide a
benchmark against which to measure biotechnology investments. Component
companies include those engaged in genetic research, and/or the marketing and
development of recombinant DNA products. Manufacturers of artificial blood and
contract biotechnology researchers are also included in the Dow Jones Global
Biotechnology Index(SM).

The Dow Jones Global Biotechnology Index(SM) is market capitalization weighted,
which means that the percentage weighting of the stocks of the Dow Jones Global
Biotechnology Index(SM) is determined based on their market capitalization
relative to the other stocks in the Dow Jones Global Biotechnology Index(SM).
As of September 30, 2000, the Dow Jones Global Biotechnology Index(SM) consists
of 89 stocks across nine countries, including U.S., Great Britain, Germany, and
Japan. Its top five stocks were:

|X| Amgen, Inc. (U.S.; 25.32%),

|X| PE Corp. - PE Biosystems Group (U.S.; 8.09%),

|X| Medimmune Inc. (U.S.; 5.43%),

|X| Millennium Pharmaceuticals Inc. (U.S.; 4.18%), and

|X| Immunex Corp. (U.S.; 3.32%).

The Dow Jones Global Biotechnology Index(SM) is reviewed quarterly by Dow Jones
to add or remove stocks as needed in order to consistently cover 95% of the
float-adjusted market capitalization of the companies in the global biotech
sector. Any changes take effect on the third Friday of March, June, September
and December.

WHAT IS THE GLOBAL BIOTECH INDEX FUND'S PAST PERFORMANCE?

Since the GLOBAL BIOTECH INDEX FUND has recently commenced operations, there is
no past performance history to report. The performance of the Dow Jones Global
Biotechnology Index(SM) since 1996, however, is set forth below under the
heading "More Information about the Dow Jones Global Biotechnology Index(SM)."

WHAT ARE THE GLOBAL BIOTECH INDEX FUND'S FEES AND EXPENSES?

The following table describes the fees and expenses that you may pay if you buy
and hold shares of the GLOBAL BIOTECH INDEX FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load) on Purchases 3.00%
(as a percentage of offering price)(1)
Maximum Deferred Sales Charge (Load)(2) None
Maximum Sales Charge (Load) on Reinvested Dividends None
Redemption Fee (as a percentage of amount redeemed,
if shares are redeemed within 90 days of purchase)(3) None
Maximum Account Fees(4) None

(1) The sales charge is waived for certain other investors. See "Sales Charges
and Waivers."
(2) A purchase of shares of $1 million or more may be made at net asset value
without any front-end sales charge. However, if you sell the shares within
18 months of purchase, a contingent deferred sales charge of 1.00% will
apply to the sale of such shares. See "Sales Charges and Waivers."
(3) The Fund's custodian charges a $12.00 fee for outgoing wire transfers.
(4) IRA accounts are subject to an annual trustee fee of $12.50.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
--------------------------------------------------------------------------------

Management Fees 0.50%
Distribution and/or Service (12b-1) Fees 0.25%
Other Expenses 0.90%(5)
------
Total Annual Fund Operating Expenses 1.65%
(before fee waivers or reimbursements)

Less Manager's Fee Waiver/Reimbursement(6) -0.66%
------
ACTUAL TOTAL ANNUAL FUND OPERATING EXPENSES 0.99%
=======

(5) "Other Expenses" are based on estimated amounts for the current fiscal year.
(6) Integrity Global Asset Management, Inc. has contractually agreed through
December 31, 2001 to waive its management fees and/or make payments to limit
expenses of the GLOBAL BIOTECH INDEX FUND, if necessary, to ensure that
actual Total Annual Fund Operating Expenses do not exceed 0.99%.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the GLOBAL BIOTECH INDEX FUND with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the GLOBAL BIOTECH INDEX FUND for
the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that you reinvest all capital gains and dividend distributions.
Finally, the Example assumes that the GLOBAL BIOTECH INDEX FUND'S operating
expenses remain the same. Please note that only the first year in each example
reflects the effect of the contractual fee waiver. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:

----------------- -----------------
One Year Three Years

----------------- -----------------
$398 $810
----------------- -----------------

GLOBAL WIRELESS COMMUNICATIONS INDEX FUND
-------------------------------------------------------------------------------
WHAT IS THE GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S INVESTMENT OBJECTIVE?

The investment objective of the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND is to
provide investment results that parallel the investment return of the Dow Jones
Wireless Communications Service & Technology Index(SM), which consists of two
sub-indexes: the Dow Jones Wireless Telecommunications Index(SM) and the Dow
Jones Communications Technology Index(SM).

WHAT ARE THE PRINCIPAL STRATEGIES GLOBAL WIRELESS COMMUNICATIONS INDEX FUND?

The wireless communications service and technology industry consists of various
types of companies including companies that provide cellular telephone systems
or paging and wireless services, as well as companies that provide
infrastructure for wireless communications. These companies are worldwide.

The GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S investment manager believes that
the wireless communications industry has substantial growth potential. Though
wireless communications stocks may be volatile, the investment manager believes
that the wireless communications industry as a whole could outperform the
broader securities markets for the foreseeable future.

In view of the rapid pace of development and change within the wireless
communications industry, it may be very difficult to forecast which companies or
industry sectors will be successful and outperform or outgrow other companies or
sectors. For these reasons, the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S
investment manager believes that an "indexing" investment management approach is
a particularly effective way for investors to participate in the investment
performance of the wireless communications industry over the long term.

In order to track the Dow Jones Global Wireless Communications Service &
Technology Index(SM) as closely as possible, the GLOBAL WIRELESS COMMUNICATIONS
INDEX FUND seeks to invest substantially all (more than 95%) of its total assets
in the stocks that make up the Dow Jones Global Wireless Communications Service
& Technology Index(SM), in roughly the same proportions as the stocks are
represented in the Index. However, in order to provide a more diversified
portfolio, the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND intends to limit its
investment in any one component stock of the Dow Jones Wireless Communications
Index(SM) to no more than 10% of its assets. As a result the proportion of each
component stock in the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S portfolio
will not mirror that of the Global Wireless Communications Service & Technology
Index(SM) to the extent that a component stock represents more than 10% of the
Global Wireless Communications Service & Technology IndexSM. As the GLOBAL
WIRELESS COMMUNICATIONS INDEX FUND receives cash from new investors, or
processes redemption requests from shareholders, the GLOBAL WIRELESS
COMMUNICATIONS INDEX FUND will purchase or sell securities in an effort to
attempt to approximate the return of the Dow Jones Global Wireless
Communications Service & Technology Index(SM). Also, the GLOBAL WIRELESS
COMMUNICATIONS INDEX FUND'S investments are reviewed and adjusted each quarter
to reflect any quarterly adjustments in the Dow Jones Global Wireless
Communications Service & Technology Index(SM) in an effort to track the Index
as closely as possible.

Because the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND is an index fund, it
generally takes a buy-and-hold approach to investing. The GLOBAL WIRELESS
COMMUNICATIONS INDEX FUND normally sells portfolio securities only to respond to
redemption requests or to adjust the number of its shares to track the weighting
or composition of the Dow Jones Global Wireless Communications Service &
Technology Index(SM). As a result, the GLOBAL WIRELESS COMMUNICATIONS INDEX
FUND'S portfolio turnover rate is expected to be extremely low. A low portfolio
turnover rate usually results in low transaction costs and provides tax
efficiencies for shareholders.

WHAT IS THE DOW JONES GLOBAL WIRELESS COMMUNICATIONS SERVICE & TECHNOLOGY
INDEX(SM)?

The Dow Jones Global Wireless Communications Index(SM) is designed to be an
overall indicator of global wireless communications service and technology
industry stock performance, and to provide a benchmark against which to measure
wireless communications service and technology investments. The Dow Jones Global
Wireless Communications Service & Technology Index(SM) includes stocks of
companies whose primary focus is wireless communications related.

The Dow Jones Global Wireless Communications Service & Technology Index(SM) is
divided into the following two market sectors to provide a balanced
representation of the wireless communications industry.

WIRELESS TELECOMMUNICATIONS COMPANIES: Companies that provide wireless
communications service, including cellular telephone systems, and paging
and wireless services.

COMMUNICATIONS TECHNOLOGY COMPANIES: Companies that provide infrastructure
for wireless communications.

The Dow Jones Global Wireless Communications Service & Technology Index(SM) is
market capitalization weighted by subsector, which means that the percentage
weighting of the stocks in each subsector of the Dow Jones Global Wireless
Communications Service & Technology Index(SM) is determined based on their
market capitalization relative to the other stocks in the subsector. As of
September 30, 2000, the Dow Jones Global Wireless Communications Service &
Technology Index(SM) consists of 211 stocks across sixteen countries, including
U.S., Great Britain, Germany, and Japan. Its top five stocks were:

|X| Cisco Systems Inc. (U.S.; 17.31%),

|X| Vodafone Group PLC (Great Britain; 9.69%),

|X| Nokia Oyj Series `A' (Finland; 8.315%),

|X| Nortel Networks (Canada; 7.56%), and

|X| L.M. Ericsson Telephone Co. `B' (Sweden; 5.00%).

The Dow Jones Global Wireless Communications Service & Technology Index(SM) is
reviewed quarterly by Dow Jones to add or remove stocks as needed in order to
consistently cover 95% of the float-adjusted market capitalization of the
companies in the global wireless communications sector. Any changes take effect
on the third Friday of March, June, September and December.

WHAT IS THE GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S PAST PERFORMANCE?

Since the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND has recently commenced
operations, there is no past performance history to report. The performance of
the Dow Jones Global Wireless Communications Service & Technology Index(SM)
since 1996, however, is set forth below under the heading "More Information
about the Dow Jones Global Wireless Communications Service & Technology
Index(SM)."

WHAT ARE THE GLOBAL WIRELESS COMMUNICATIONS INDEX FUND'S FEES AND EXPENSES?

The following table describes the fees and expenses that you may pay if you buy
and hold shares of the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
--------------------------------------------------------------------------------

Management Fees 0.50%
Distribution and/or Service (12b-1) Fees 0.25%
Other Expenses 0.90%(5)
------
Total Annual Fund Operating Expenses 1.65%
(before fee waivers or reimubrsements)

Less Manager's Fee Waiver/Reimbursement(6) -0.66%
------
ACTUAL TOTAL ANNUAL FUND OPERATING EXPENSES 0.99%
======

(5) "Other Expenses" are based on estimated amounts for the current fiscal year.
(6) Integrity Global Asset Management, Inc. has contractually agreed through
December 31, 2001 to waive its management fees and/or make payments to limit
expenses of the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND, if necessary, to
ensure that actual Total Annual Fund Operating Expenses do not exceed 0.99%.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the GLOBAL WIRELESS COMMUNICATIONS INDEX FUND with the cost of investing in
other mutual funds. The Example assumes that you invest $10,000 in the GLOBAL
WIRELESS COMMUNICATIONS INDEX FUND for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that you reinvest all capital
gains and dividend distributions. Finally, the Example assumes that the GLOBAL
WIRELESS COMMUNICATIONS INDEX FUND'S operating expenses remain the same. Please
note that only the first year in each example reflects the effect of the
contractual fee waiver. Although your actual costs may be higher or lower, based
on these assumptions your costs would be:

----------------- -----------------
One Year Three Years

----------------- -----------------
$398 $810
----------------- -----------------

INTERNET INDEX FUND
--------------------------------------------------------------------------------
WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The investment objective of the INTERNET INDEX FUND is to provide investment
results that parallel the investment return of the Dow Jones Internet Index(SM).

WHAT ARE THE PRINCIPAL STRATEGIES FOR THE INTERNET INDEX FUND'S?

The Internet is a world-wide network of computers that allows users to easily
and efficiently communicate and share data. Currently, the most popular
application on the Internet is the World Wide Web, a graphic-user-interface that
allows information sharing and data transfer through "websites." Other Internet
applications include e-mail, Intranet, extranet and electronic commerce.

The Internet industry consists of various types of companies, including Internet
access providers, software developers, hardware manufacturers, companies that
provide materials or services to access the Internet, companies that provide
content for Internet sites and companies that specialize in providing security
for transactions over the Internet. The Internet industry also includes
companies that engage in electronic commerce and retailing through Internet
websites.

The INTERNET INDEX FUND'S investment manager believes that the Internet is
revolutionizing the way individuals and companies around the world obtain
information and communicate, and that Internet and Internet-related companies
have substantial growth potential. Though Internet stocks may be volatile, the
investment manager believes that the Internet industry as a whole could
outperform the broader securities markets for the foreseeable future.

In view of the rapid pace of development and change within the Internet
industry, it may be very difficult to forecast which companies or industry
sectors will be successful and outperform or outgrow other companies or sectors.
For these reasons, the INTERNET INDEX FUND'S investment manager believes that an
"indexing" investment management approach is a particularly effective way for
investors to participate in the investment performance of the Internet industry
over the long term.

In order to track the Dow Jones Internet Index(SM) as closely as possible, the
INTERNET INDEX FUND seeks to invest substantially all (more than 95%) of its
total assets in the stocks that make up the Index, in roughly the same
proportions as the stocks are represented in the Index. As the INTERNET INDEX
FUND receives cash from new investors, or processes redemption requests from
shareholders, the INTERNET INDEX FUND will purchase or sell securities in an
effort to attempt to approximate the return of the Index. Also, the INTERNET
INDEX FUND'S investments are reviewed and adjusted each quarter to reflect any
quarterly adjustments in the Index, in an effort to track the Index as closely
as possible.

Because the INTERNET INDEX FUND is an index fund, it generally takes a
buy-and-hold approach to investing. The INTERNET INDEX FUND normally sells
portfolio securities only to respond to redemption requests or to adjust the
number of its shares to track the weighting or composition of the Index. As a
result, the INTERNET INDEX FUND'S portfolio turnover rate is expected to be
extremely low. A low portfolio turnover rate usually results in low transaction
costs and provides tax efficiencies for shareholders.

WHAT IS THE DOW JONES INTERNET INDEX(SM)?

The Dow Jones Internet Index(SM) (Symbol: DJINETSM) is a diversified index of
common stocks designed to be an overall indicator of Internet industry stock
performance, and to provide a benchmark against which to measure Internet
investments. The Index includes stocks of companies whose primary focus is
Internet related. For a company to be eligible for the Index, it must derive at
least 50% of its revenue from Internet commerce or services.

The Index is divided into the following two market sub-sectors to provide a
balanced representation of the Internet industry in the future:

INTERNET COMMERCE COMPANIES (E*COMMERCE): Companies that derive the
majority of their revenues from providing goods or services through an
open network.

INTERNET SERVICE COMPANIES: Companies that derive the majority of their
revenues from providing access to the Internet or providing services to
people using the Internet.

The Dow Jones Internet Index(SM) is market capitalization weighted by subsector
and currently includes 40 stocks. Market capitalization weighting means that the
percentage weighting of the stocks in each subsector of the Index is determined
based on their market capitalization relative to the other stocks in the
subsector.

To prevent domination by a few large companies, a ceiling weight of 10% is
applied so that no single stock will represent more than 10% of any Dow Jones
Internet Index(SM) subsector, regardless of market capitalization. As of
September 30, 2000, the Dow Jones Internet Index consists of forty stocks, and
its top five stocks consist of

|X| America Online Inc. (10.00%),

|X| Yahoo! Inc. (9.66%),

|X| Verisign Inc. (9.37%),

|X| Ariba Inc. (9.02%), and

|X| BEA Systems Inc. (7.90%).

The Dow Jones Internet Index(SM) is reviewed quarterly by Dow Jones to add
or remove stocks as needed in order to consistently cover 80% of the
float-adjusted market capitalization of the companies in each Internet industry
subsector. Any changes take effect on the third Friday of March, June, September
and December.

The historical performance of the Dow Jones Internet Index(SM) and a complete
listing of the stocks that are currently included in the Index are included in
This Prospectus in the section entitled "More Information about the Dow Jones
Internet Index(SM)."

WHAT IS THE INTERNET INDEX FUND'S PAST PERFORMANCE?

Since the INTERNET INDEX FUND has operated of less than one full calendar year,
performance information has not been provided. The performance of the Dow Jones
Internet Index(SM) since 1996, however, is set forth below under the heading
"More Information about the Dow Jones Internet Index(SM)."

WHAT ARE THE INTERNET INDEX FUND'S FEES AND EXPENSES?

The following table describes the fees and expenses that you may pay if you buy
and hold shares of the INTERNET INDEX FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
--------------------------------------------------------------------------------

Management Fees 0.50%
Distribution and/or Service (12b-1) Fees 0.25%
Other Expenses 0.90%
------
Total Annual Fund Operating Expenses 1.65%
(before fee waivers or reimbursements)

Less Manager's Fee Waiver/Reimbursement(5) -0.66%
------
ACTUAL TOTAL ANNUAL FUND OPERATING EXPENSES 0.99%
======

(5) Integrity Global Asset Management, Inc. has contractually agreed through
December 31, 2001 to waive its management fees and/or make payments to limit
expenses of the INTERNET INDEX FUND, if necessary, to ensure that actual
Total Annual Fund Operating Expenses do not exceed 0.99%.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the INTERNET INDEX FUND with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the INTERNET INDEX FUND for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that you reinvest all capital gains and dividend distributions. Finally, the
Example assumes that the INTERNET INDEX FUND'S operating expenses remain the
same. Please note that only the first year in each example reflects the effect
of the contractual fee waiver. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

----------------- ----------------- ---------------- ---------------
One Year Three Years Five Years Ten Years
----------------- ----------------- ---------------- ---------------
$398 $2,011 $5,011 $8,870
----------------- ----------------- ---------------- ---------------

MORE INFORMATION ABOUT THE DOW JONES GLOBAL BIOTECHNOLOGY INDEX(SM)
-------------------------------------------------------------------------------
The following table shows the performance of the Dow Jones Global Biotechnology
IndexSM since January 1, 1996. PLEASE NOTE THAT THE PERFORMANCE SHOWN IS NOT THE
PERFORMANCE OF THE GLOBAL BIOTECH INDEX FUND AND IS NOT INTENDED TO PREDICT OR
SUGGEST THE RETURN THAT MIGHT BE EXPERIENCED BY AN INVESTOR IN THE GLOBAL
BIOTECH INDEX FUND. The GLOBAL BIOTECH INDEX FUND will attempt to track the Dow
Jones Global Biotechnology Index(SM) as closely as possible, but the performance
of the GLOBAL BIOTECH INDEX FUND will be less than the performance of the Dow
Jones Global Biotechnology Index(SM) because the GLOBAL BIOTECH INDEX FUND is
subject to operational and transaction costs, while the Dow Jones Global
Biotechnology Index(SM) is not.

[TO BE COMPLETED]

MORE INFORMATION ABOUT THE DOW JONES GLOBAL WIRELESS COMMUNICATIONS SERVICE
& TECHNOLOGY INDEX(SM)
--------------------------------------------------------------------------------
The following table shows the performance of the Dow Jones Global Wireless
Communications Service & Technology Index(SM) since January 1, 1996. PLEASE NOTE
THAT THE PERFORMANCE SHOWN IS NOT THE PERFORMANCE OF THE GLOBAL WIRELESS
COMMUNICATION INDEX FUND AND IS NOT INTENDED TO PREDICT OR SUGGEST THE RETURN
THAT MIGHT BE EXPERIENCED BY AN INVESTOR IN THE GLOBAL WIRELESS COMMUNICATION
INDEX FUND. The GLOBAL WIRELESS COMMUNICATION INDEX FUND will attempt to track
the Dow Jones Global Wireless Communications Service & Technology Index(SM) as
closely as possible, but the performance of the GLOBAL WIRELESS COMMUNICATION
INDEX FUND will be less than the performance of the Dow Jones Global Wireless
Communications Service & Technology Index(SM) because the GLOBAL WIRELESS
COMMUNICATION INDEX FUND is subject to operational and transaction costs, while
the Dow Jones Global Wireless Communications Service & Technology Index(SM) is
not.

[TO BE COMPLETED]

MORE INFORMATION ABOUT THE DOW JONES INTERNET INDEX(SM)
--------------------------------------------------------------------------------
The following table shows the performance of the Dow Jones Internet Index(SM)
since its inception in June 1997. PLEASE NOTE THAT THE PERFORMANCE SHOWN IS NOT
THE PERFORMANCE OF THE INTERNET INDEX FUND AND IS NOT INTENDED TO PREDICT OR
SUGGEST THE RETURN THAT MIGHT BE EXPERIENCED BY AN INVESTOR IN THE INTERNET
INDEX FUND. The INTERNET INDEX FUND will attempt to track the Dow Jones Internet
Index(SM) as closely as possible, but the performance of the INTERNET INDEX FUND
will be less than the performance of the Dow Jones Internet Index(SM) because
the INTERNET INDEX FUND is subject to operational and transaction costs, while
the Dow Jones Internet Index(SM) is not.

--------------------------------------------------------
PERIOD TOTAL RETURN
-------------------------------- -----------------------
1997 (last six months) 34.07%
-------------------------------- -----------------------
1998 168.41%
-------------------------------- -----------------------
1999 167.30%
-------------------------------- -----------------------
2000 (first six months) -28.28%
--------------------------------------------------------

The average annual total return of the Dow Jones Internet Index(SM) from its
date of initial calculation (July 1, 1997) through June 30, 2000 was 90.37% per
year.

The following is a list of the names (and trading symbols) of the stocks that
compromised the Index after it was last adjusted in September 2000. The Index
can change quarterly, so this listing is only a "snapshot" of the Index at one
point in time.

-----------------------------------------------------------
E* COMMERCE SECTOR
-----------------------------------------------------------
AMAZON.COM, INC. AMZN
AMERITRADE HOLDING CORPORATION (CLASS A) AMTD
CNET, INC. CNET
E*TRADE GROUP, INC. EGRP
EBAY INC. EBAY
ETOYS, INC. ETYS
GO2NET, INC. GNET
WEBMD CORP. HLTH
LYCOS INC. LCOS
MP3.COM, INC. MPPP
PRICELINE.COM INC. PCLN
TICKETMASTER ONLINE CITYSEARCH INC. TMCS
VERTICALNET INC. VERT
WEBVAN GROUP INC. WBVN
YAHOO! INC. YHOO
-----------------------------------------------------------
*This security represents the common stock of a foreign company that trades
directly on a U.S. national securities exchange.

---------------------------------------------------------
INTERNET SERVICES SECTOR
---------------------------------------------------------
AKAMAI TECHNOLOGIES AKAM
AMERICA ONLINE, INC. AOL
ARIBA INC. ARBA
BEA SYSTEMS INC. AXNT
BROADVISION, INC. BVSN
CHECK POINT SOFTWARE TECHNOLOGIES LTD. * CHKP
CHECKFREE HOLDINGS CORPORATION CKFR
CMGI INC. CMGI
COMMERCE ONE INC. CMGI
COVAD COMMUNICATIONS GROUP, INC. COVD
DIGITAL ISLAND, INC. ISLD
DOUBLECLICK INC. DCLK
EARTHLINK NETWORK, INC. ELNK
EXCITE@HOME CORP. ATHM
EXODUS COMMUNICATIONS, INC. EXDS
I2 TECHNOLOGIES INC. ITOO
INFOSPACE.COM, INC. INSP
INKTOMI CORPORATION INKT
INTERNET CAPITAL GROUP ICGE
PORTAL SOFTWARE, INC. PRSP
PSINET INC. PSIX
REALNETWORKS, INC. RNWK
TIBCO SOFTWARE INC. TIBX
VERISIGN, INC. VRSN
VIGNETTE CORP. VIGN
---------------------------------------------------------

The Dow Jones Internet Index(SM) is reviewed quarterly and any changes take
effect on the third Friday of March, June, September and December.

To be eligible for the Dow Jones Internet Index(SM), a company must generate 50%
or more of annual sales/revenues from the Internet. Stocks offered through an
initial public offering must have a minimum of three months' trading history (a
spin-off requires this trading history only if its former parent's stock was
trading for less than three months). To be eligible, a stock must also have a
three month average market capitalization of at least $100 million, a three
month average closing price of at least $10, and sufficient trading activity to
ensure liquidity.

Stocks are selected for the Dow Jones Internet Index(SM) based on an equal
combination of market capitalization and trading volume (three month averages
for each factor). To be added to the Index, a new stock must rank in the top
two-thirds of the existing components of the Index at the time of the quarterly
review. Once a stock is included in the Index, it may not be removed for a
period of six months, unless the company is acquired.

GENERAL INFORMATION ABOUT DOW JONES COMPANY, INC.
--------------------------------------------------------------------------------
"Dow Jones", "Dow Jones Global Biotechnology Index(SM)", "Dow Jones Global
Wireless Communications Service & Technology Index(SM)", "Dow Jones Internet
Index(SM)", and "DJINET(SM)" are service marks of Dow Jones Company, Inc. and
have been licensed for use by the Funds' manager, Integrity Global Asset
Management,Inc. The Funds are not sponsored, endorsed, sold or promoted by Dow
Jones, and Dow Jones makes no representation regarding the advisability of
investing in the Funds.

Dow Jones does not: sponsor, endorse, sell or promote the Funds; recommend that
any person invest in the Funds or any other securities; have any responsibility
or liability for or make any decisions about the purchase or redemption prices,
or fees of the Funds; have any responsibility or liability for the
administration, management or marketing of the Funds; consider the needs of the
Funds or Fund Shareholders in determining, composing or calculating the Index or
have any obligation to do so.

Dow Jones will not have any liability in connection with the Funds.
Specifically, Dow Jones does not make any warranty, express or implied, and Dow
Jones disclaims any warranty about: the results to be obtained by the Funds,
Fund shareholders or any other person in connection with the use of the Indexes
and the data included in the Indexes, the accuracy or completeness of the
Indexes and its data or the merchantability and fitness for a particular purpose
or use of the Indexes and its data. Dow Jones will have no liability for any
errors, omissions or interruptions in the Indexes or its data or for any
information prepared by the Funds that is derived from the Indexes. Under no
circumstance will Dow Jones be liable for any lost profits or indirect,
punitive, special or consequential damages or losses, even if Dow Jones knows
that they might occur. The licensing agreement between the Funds' manager and
Dow Jones is solely for their benefit and not for the benefit of the owners of
the Funds or any other third parties.

ADDITIONAL INVESTMENT STRATEGIES AND RISKS INFORMATION
--------------------------------------------------------------------------------
As an alternative to holding all of the stocks in a benchmark index at all
times, a Fund may select stocks to be purchased or sold through a "statistical
sampling" techniques intended to be an effective means of substantially
duplicating the performance of its index. Based on data derived from such
techniques, as well as on information about the issuer and its stock (such as
size, projected earnings, financial strength and debt), the investment manager
will make judgments to actively select which component stocks from the index are
purchased. The idea will be to select stocks that, together with the remaining
stocks in the Fund's portfolios, will most closely track the performance of its
index. A Fund will use statistical sampling techniques when the Fund's net cash
flows would make it impractical or costly to attempt to track its index by
purchasing or selling stocks in the exact quantities needed to cause the Fund's
portfolios to exactly match the weighting and composition of its index. The
investment objectives and policies of the Funds are not fundamental and
therefore may be changed by the Board of Trustees without shareholder approval.
However, shareholders will be notified prior to any material change.

FUTURES AND OPTIONS: In addition to investing directly in the stocks that make
up its benchmark index, each Fund may enter into futures or options contracts,
for the purpose of simulating full investment in the stocks that make up the
benchmark index and causing the same effect as if the Fund held these stocks.
These types of investments are used to quickly and efficiently cause Fund assets
to be invested pending actual purchases of stocks in the particular Index and/or
to keep cash on hand to meet redemptions or other needs. They are also used to
reduce transaction costs and are used when the Funds' investment manager
determines that these investments are favorably priced when compared to direct
purchases of securities. Each Fund will limit its futures transactions to the
extent that, immediately after any transaction, no more than 5% of the Fund's
assets are applied towards the deposits required on futures contracts, and the
value of all futures contracts in which each Fund acquires an interest cannot
exceed 20% of that Fund's total assets.

SECURITIES LENDING: In order to increase each Fund's income, each Fund may lend
its portfolio securities to qualified securities dealers or other institutional
investors. The lending of securities is a common practice in the securities
industry.

NON-DIVERSIFICATION: As stated in the Overview section, each Fund is classified
as "non-diversified" under the 1940 Act, which means that, compared to other
funds, they may invest a greater percentage of its assets in a single issuer.
Although the Funds may be more susceptible to price volatility resulting from
changes in the prices of securities that they hold, each Fund will always seek
to match the level of diversification of its index. Furthermore, each Fund, in
any event, intends to meet the minimum diversification levels required to
qualify as a regulated investment company for purposes of the Internal Revenue
Code.

SMALL AND UNSEASONED COMPANIES: As stated in the Overview section, each Fund may
invest in small or unseasoned companies because the Indexes may invest in such
companies. Small or unseasoned companies may be developing or marketing new
products or services for which markets are not yet established and may never be
established. They also may lack depth or experience of management and may have
difficulty generating or obtaining funds necessary for growth and development of
their businesses. Due to these and other factors, small and unseasoned companies
may suffer significant losses, as well as realize substantial growth.
Historically, the prices of stocks of smaller companies have been more volatile
than stocks of larger companies and are, therefore, more speculative than stocks
of larger companies. You should expect that the price of the Fund's shares will
also fluctuate more than shares of a mutual fund that invests primarily in
larger stocks.

MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------------------
INVESTMENT MANAGER: The Funds' investment manager is Integrity Global Asset
Management, Inc. ("IGAM"). IGAM is a federally registered investment advisory
firm founded in April 1997, which previously provided asset management services
for individuals and institutional clients. However, the firm no longer manages
client assets besides those of the Funds. IGAM's principal office is located at
South Kingstown Office Park, Suite A5, 24 Salt Pond Road, Wakefield, Rhode
Island 02879.

For its services, IGAM receives annual fees from each Fund as shown below. The
amounts shown represent a percentage of each Fund's average daily net assets.

------------------------------------------------------- ----------
INVESTMENT MANAGEMENT FEES
------------------------------------------------------- ----------
Global Biotech Index Fund 0.50%
Global Wireless Communications Index Fund 0.50%
Internet Index Fund 0.65%
------------------------------------------------------- ----------

IGAM has contractually agreed through December 31, 2001 to waive all or a
portion of the advisory fee, and to pay each Fund's expenses to the extent
necessary to limit each Fund's total annual operating expenses to 0.99%. After
that date, IGAM may determine to continue to control each Fund's operating
expenses under a contractual or voluntary arrangement, or it may end the
arrangement. When each Fund's assets grow to a point where fee waivers are no
longer necessary, IGAM may seek to recoup amounts waived or expenses payments
that it made. IGAM shall only be entitled to recoup such amounts for a period of
three years from the date the amount was waived or paid.

PORTFOLIO MANAGER: Eugene Y.W. Lee, Ph.D., CFA, is the President and founder of
IGAM and the Chief Portfolio Manager for the Funds. He is also the President,
Treasurer and Secretary of IGAM Group Funds, and serves on its Board of
Trustees. Dr. Lee is a Chartered Financial Analyst and received his Master of
Arts degree in Mathematics from the University of Texas at Austin in 1986
followed by his doctoral degree in Finance in 1986. He joined the faculty of the
University of Rhode Island in 1992 and is currently an Associate Professor of
Finance. Dr. Lee previously was Assistant Professor of Finance at University of
Missouri - Columbia from 1986 to 1992.

FUND ADMINISTRATOR, ACCOUNTING AND TRANSFER AGENT: Firstar Mutual Fund Services,
LLC, 615 East Michigan Street, 3rd Floor, Milwaukee, Wisconsin 53202 ("Firstar")
serves as IGAM Group Funds' administrator, accounting agent and transfer agent.

PRICING OF FUND SHARES
--------------------------------------------------------------------------------
Shares of the Funds are priced at the net asset value per share ("NAV"), which
is determined as of the close of regular trading (generally 4:00 p.m. Eastern
time) on each day that the New York Stock Exchange is open for unrestricted
trading. Purchase and redemption requests are priced at the next NAV calculated
after receipt and acceptance of a completed purchase or redemption request. The
NAV of each Fund is determined by dividing the value of that Fund's securities,
cash and other assets, minus all expenses and liabilities, by the number of that
Fund's shares outstanding (assets - liabilities)/no. of shares = NAV. The
expenses and fees of each Fund, which are accrued daily, are reflected in the
calculation of the NAV.

The Funds' portfolio securities are valued each day at their market value, which
usually means the last quoted sale price on the security's principal exchange
that day. If market quotations are not readily available, securities will be
valued at their fair market value as determined in good faith, or under
procedures approved by, the Board of Trustees. The Funds may use independent
pricing services to assist in calculating NAV.

SALES CHARGES: The offering price for shares of the Funds is its NAV plus any
applicable front-end sales charge. The sales charges for the Funds are as
follows:
<TABLE>
<CAPTION>

DEALER COMMISSION AS %
YOUR INVESTMENT AS A % OF OFFERING PRICE AS A % OF AMOUNT INVESTED OF OFFERING PRICE
------------------------------ ------------------------- --------------------------- ---------------------------------
<S> <C> <C> <C>
Less than $50,000 3.00% 3.09% 2.50%
------------------------------ ------------------------- --------------------------- ---------------------------------
$ 50,000 - $99,999 2.50% 2.56% 2.00%
------------------------------ ------------------------- --------------------------- ---------------------------------
$100,000 - $249,999 2.00% 2.04% 1.50%
------------------------------ ------------------------- --------------------------- ---------------------------------
$250,000 - $499,999 1.50% 1.52% 1.00%
------------------------------ ------------------------- --------------------------- ---------------------------------
$500,000 - $999,999 1.00% 1.01% 0.50%
------------------------------ ------------------------- --------------------------- ---------------------------------
$ 1 million or more* None None None
------------------------------ ------------------------- --------------------------- ---------------------------------
</TABLE>

* Investments of $1 million or more may be made with no front-end sales charge.
However, such investments are subject to a contingent deferred sales charge
(CDSC) of 1.0% on any shares sold within 18 months of purchase. For purpose of
this CDSC, all purchases made during a calendar month are counted as having been
made on the first day of that month. The CDSC is based on the lesser of the
original purchase cost or the current market value of the shares being sold, and
is not charged on shares you acquired by reinvesting your dividends and
distributions. To keep your CDSC as low as possible, each time you place a
request to sell shares we will first sell any shares in your account that are
not subject to a CDSC.

The Funds' distributor may pay up to the entire amount of the sales charge to
particular broker-dealers. On purchases over $1 million, the distributor may pay
dealers of record commissions in an amount of up to 1.0% of the first $4
million, plus 0.50% of the next $6 million, plus 0.25% of share purchases over
$10 million. This commission schedule is also effective for sales of shares made
to investors which qualify under any of the last category listed under "Waivers
for Certain Investors."

REDUCING YOUR SALES CHARGES: There are several ways you can combine multiple
purchases of shares of the Funds to take advantage of the breakpoints in the
sales charge schedule. The following methods can be combined in any manner.

|X| ACCUMULATION PRIVILEGE - lets you add the value of any shares of the Funds
you or members of your family already own to the amount of your next
investment for purposes of calculating the sales charge. Participants in
retirement plans receive breakpoints at the plan level. You must notify
your broker, and your broker must notify the Funds, that you are eligible
for this privilege each time you make a purchase.

|X| LETTER OF INTENTION - lets you purchase shares of the Funds over a
13-month period and receive the same sales charge as if all shares
had been purchased at once.

|X| COMBINATION PRIVILEGE - lets you combine shares of multiple Funds
for purposes of calculating the sales charge.

CDSC WAIVERS: In the case of one time investments of $1 million or more, the
CDSC will generally be waived in the following cases as long as the transfer
agent is notified at the time you sell:

|X| to make Systematic Withdrawal Plan payments that are limited annually to no
more than 12% of the value of the account at the time the plan is
initiated;

|X| because of shareholder death or disability;

|X| because of the death or disability of the grantor of a living trust;

|X| under reorganization, liquidation, merger or acquisition transactions
involving other investment companies; and

|X| for retirement plans under the following circumstances:

1. to return excess contributions,
2. hardship withdrawals as defined in the plan,
3. under a Qualified Domestic Relations Order as defined in the
Internal Revenue Code,
4. to meet minimum distribution requirements under the Internal
Revenue Code,
5. to make "substantially equal payments" as described in Section
72(t) of the Internal Revenue Code, and
6. after separation from service.

REINSTATEMENT PRIVILEGE: If you sell shares of the Funds, you may reinvest some
or all of the proceeds within 180 days without a sales charge, as long as the
transfer agent is notified before you invest. If you paid a CDSC when you sold
your shares, you will be credited with the amount of the CDSC. All accounts
involved must have the same registration.

WAIVERS FOR CERTAIN INVESTORS: Shares may be offered without front-end sales
charges to the following individuals and institutions:

|X| Selling brokers and their employees and/or sales representatives,

|X| Any bank, trust company, charitable organization, or other institution
acting on behalf of a fiduciary client,

|X| Registered investment advisors, fee-based financial planners, wrap accounts
or other investment programs not receiving a portion of the Fund's sales
charges but in which a fee is paid to an investment professional,

|X| Pension, profit sharing or other qualified retirement plans including
employer-sponsored 401(k) and 403(b) plans,

|X| Any individual with an investment account or advisory relationship with
IGAM or the Distributor,

|X| The Funds' shareholders of record as of October 1, 2000,

|X| Present or former officers, directors, and employees (or their families) of
the Funds, IGAM or the Distributor,

|X| One or more members of a group (including spouses and dependent children)
of at least 100 persons engaged, or previously engaged, in a common
business, profession, civic or charitable endeavor or other activity (CDSC
applies if redeemed within 18 months).

MARKETING AND DISTRIBUTION
--------------------------------------------------------------------------------
DISTRIBUTOR: T.O. Richardson Securities, Inc. (the "Distributor") is the
principal underwriter and national distributor for the Funds' shares. The
Distributor is a broker-dealer firm, registered with the SEC and in all
50 states. The Distributor is a member in good standing with the National
Association of Securities Dealers, Inc.

SHAREHOLDER SERVICING AND DISTRIBUTION PLAN: Under a plan adopted by the IGAM
Group Funds' Board of Trustees pursuant to Rule 12b-1 under the 1940 Act (the
"Plan"), each Fund is authorized to pay the Distributor, the manager or others,
shareholder servicing and/or distribution fees at an annual rate not to exceed
0.25% of the average daily net assets of the Fund. Such fees will be used to
reimburse persons who provide, or make payments for, administration, shareholder
servicing and distribution assistance for the Funds, including paying for the
preparation of advertising and sales literature and the printing and
distribution of such materials to prospective investors. Because these fees are
paid out of the Funds' assets on an on-going basis, over time these fees will
increase the cost of your investment and may cost you more than paying other
types of sales charges.

Certain broker-dealers, investment advisers, agents and other third parties are
authorized to accept orders on the Funds' behalf. These third parties may charge
transaction fees in connection with Fund transactions. These fees would be in
addition to any amounts paid by a Fund under the Plan.

HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------
GENERAL INFORMATION: You may purchase shares of the Funds at their net asset
value plus the applicable front-end sales charge. For an application or other
information, please call (800) 234-0849 or visit the Funds' web-site at
www.IGAM.com.

---------------------------------- ----------------------- -------------------
Minimum Initial Purchases $1,000 $250
Minimum Additional Purchases $50 $50
--------------------------------- ------------------------ -------------------

The Funds reserve the right to vary or waive the initial and additional
investment minimum requirements at any time.

PURCHASES BY MAIL: You may purchase shares by sending a completed and signed
application, together with a check or money order payable to the [NAME OF FUND]
C/O IGAM GROUP FUNDS to:

-------------------------------------- -----------------------------------------
REGULAR MAIL: OVERNIGHT OR EXPRESS MAIL:
-------------------------------------- -----------------------------------------
IGAM GROUP FUNDS IGAM GROUP FUNDS
[NAME OF FUND] [NAME OF FUND]
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202
-------------------------------------- -----------------------------------------

NOTE: The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents.

TRANSACTIONS USING THE INTERNET: You may obtain a prospectus, an account
application and other information regarding the Funds using the Internet by
visiting www.IGAM.com. If you elect the online transactions option on the
account application form (or fill out a separate online transaction request
form) you may also use the Internet to purchase or redeem shares, check your
account balance or check your transaction history.

PAYMENTS BY WIRE: You may also purchase shares of the Funds by wiring funds from
your bank. Your bank may charge you a fee for this service. Before wiring any
money, please call the Funds' transfer agent at (800) 234-0849 to set up your
account and obtain an account number. You should be prepared to provide the
information on the Funds' application form to the telephone representative.
Then, you should provide your bank with the following information for purposes
of wiring your investment.

Firstar Bank, N.A.
Milwaukee, WI 53202
ABA #: 042000013
Credit: Firstar Mutual Fund Services, LLC
Account #: 112-952-137
Further Credit: IGAM Group Funds, [FUND NAME]
Account Name (Your name and/or title on the account)
Account Number

When making initial purchases by wire, you must send a signed application to the
Funds' transfer agent by regular or overnight mail at the addresses shown above
in order to complete your initial wire purchase. Wire orders will be accepted
only on a day on which the Funds are open for business. A wire purchase will not
be considered made until the wired money is received and the purchase is
accepted by the Funds' transfer agent. Any delays that may occur in wiring
money, including delays that may occur in processing by the banks, are not the
responsibility of the Funds or their agents. There is presently no fee for the
receipt of wired funds, but the right to charge shareholders for this service is
reserved by the Funds.

PURCHASING THROUGH PROCESSING ORGANIZATIONS: You may also purchase shares of the
Funds through a "Processing Organization," which is a broker-dealer, bank or
other financial institution that purchases shares for its customers. When you
purchase shares this way, the Processing Organization may be listed as the
shareholder of record of the shares. Such shares may be transferred into your
name following procedures established by the Processing Organization and the
Funds. The minimum initial and subsequent investment amount for purchases
through a Processing Organization generally will be set by the Processing
Organization. Processing Organizations may also impose other charges and
restrictions in addition to or different from those applicable to investors who
remain the shareholder of record of their shares. Certain Processing
Organizations may receive payments from the Funds under the Distribution and
Shareholder Servicing Plan or payments from the Funds' investment manager.

TAX SHELTERED RETIREMENT PLANS: Shares of the Funds may be used as investments
in retirement plans such as: individual retirement plans (IRAs); simplified
employee pensions (SEPs); 401(k) plans; qualified corporate pension and profit
sharing plans (for employees); tax deferred investment plans (for employees of
public school systems and certain types of charitable organizations); and other
qualified retirement plans. You should contact the Funds for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax advisor regarding
these plans is advisable. Custodial fees and other processing fees for an IRA
will be paid by the shareholder by redemption of sufficient shares of the Funds
from the IRA unless the fees are paid directly to the IRA custodian. You can
obtain information about IRA fees by calling the Funds at (800) 234-0849.

AUTOMATIC INVESTMENT PLAN: The Automatic Investment Plan permits you to purchase
shares of the Funds (minimum initial and subsequent investments of $50 per
transaction) at regular intervals. Provided your bank or other financial
institution allows automatic withdrawals, you may purchase shares by
transferring funds from the account you designate. At your option, the account
designated will be debited in the specific amount, and shares will be purchased
once a month, on the twentieth day. Only an account maintained at a domestic
financial institution which is an Automated Clearing House member may be so
designated. If you desire to participate in the Automatic Investment Plan, you
should call the Funds at (800) 234-0849 to obtain the appropriate forms. The
Automatic Investment Plan does not assure a profit and does not protect against
loss in declining markets. The Funds may modify or terminate the Automatic
Investment Plan at any time or charge a service fee. No such fee is currently
contemplated.

GENERAL TRANSACTION POLICIES:

|X| Each Fund reserves the right to limit or reject any purchase request if, in
its opinion, it is in the best interest of the Fund to do so.

|X| Federal regulations require that investors provide a certified Taxpayer
Identification Number upon opening or reopening an account.

|X| Dividends begin to accrue after you become a shareholder.

|X| The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the IGAM Group Funds'
transfer agent.

|X| If your check or wire does not clear, a service fee of $25 will be deducted
from your account and you will be responsible for any loss incurred. If you
are already a shareholder, the Funds can redeem shares from any identically
registered account in the Funds as reimbursement for any loss incurred. You
may be prohibited or restricted from making future purchases in the Funds.

HOW TO REDEEM SHARES
--------------------------------------------------------------------------------
GENERAL INFORMATION: You may request redemption of your Fund shares at any time.
When a request is received in proper form, each Fund will redeem the shares at
the next determined NAV.

The Funds will normally send you your redemption proceeds on the next business
day (and no later than seven calendar days) after receipt of a redemption
request in proper form. However, if you purchase shares by check and
subsequently submit a redemption request, the redemption proceeds will not be
transmitted until your check has cleared, which may take up to 15 days. If you
have any questions about redemptions or need further information, please call
(800) 234-0849 or visit the Funds' website at www.IGAM.com.

REDEMPTIONS BY MAIL: Redemption requests by mail must include your signed letter
of instruction (including the Fund name, account number(s), account names(s),
address and the dollar amount or number of shares you wish to redeem) and should
be addressed as follows:

--------------------------------------- ----------------------------------------
REGULAR MAIL: OVERNIGHT OR EXPRESS MAIL:
--------------------------------------- ----------------------------------------
IGAM GROUP FUNDS IGAM GROUP FUNDS
[NAME OF FUND] [NAME OF FUND]
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202
--------------------------------------- ----------------------------------------

REDEMPTIONS BY TELEPHONE: If you elect the telephone redemption option on the
shareholder application form, you may make a telephone redemption request by
calling (800) 234-0849. The Funds and their agents may act on telephone
instructions from any person representing himself or herself to be a shareholder
and reasonably believed by the Funds or their agents to be genuine. The Funds
and their agents will employ reasonable procedures, such as requiring a form of
personal identification, to confirm that instructions are genuine and, if such
procedures are followed, neither the Funds nor their agents will be liable for
following telephone instructions reasonably believed to be genuine. IRA account
holders can not redeem by telephone.

During times of drastic economic or market conditions, you may experience
difficulty in contacting the Funds by telephone to request a redemption of Fund
shares. In such cases, you should consider using the other redemption procedures
described herein. Use of these other redemption procedures may result in the
redemption request being processed at a later time than it would have been if
telephone redemption had been used. During the delay, the Funds' net asset value
may fluctuate.

TRANSACTIONS USING THE INTERNET: If you elect the online transactions option on
the account application form (or fill out a separate online transaction request
form) you may also use the Internet to redeem (or purchase) shares, check your
account, balance or check your transaction history. Simply go to the Funds'
website at WWW.IGAM.COM.

REDEMPTIONS BY WIRE: To redeem shares by wire, call the Funds at (800) 234-0849
and specify the amount of money you wish to be wired. Your bank may charge a fee
to receive wired funds. The IGAM Group Funds' transfer agent charges a $12
outgoing wire fee.

SYSTEMATIC WITHDRAWAL PLAN: If you own shares with a value of $10,000 or more,
you may participate in the Systematic Withdrawal Plan. The Systematic Withdrawal
Plan allows you to make automatic withdrawals of $100 or more from your account
at regular intervals. Amounts will be transferred from your Fund account to the
bank account you choose at the interval you select on the account application
form. If you expect to purchase additional shares, it may not be to your
advantage to participate in the Systematic Withdrawal Plan because of the
possible adverse tax consequences of making purchases and redemptions during the
same or similar time periods.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS:

|X| A signature guarantee is required for requests to redeem a large amount of
shares ($25,000 or more), if your address of record has been changed within
the past 30 days, or if you ask for proceeds to be sent to a different
address. A signature guarantee is used to help protect you and the Funds
from fraud. You can obtain a signature guarantee from most banks or
securities dealers, BUT NOT FROM A NOTARY PUBLIC. Please call the Funds to
learn if a signature guarantee is needed or to make sure that it is
completed appropriately in order to avoid processing delays.

|X| If your account falls below $1,000 ($250 for qualified retirement accounts)
for other than market reasons, the Funds may request that you increase your
balance. If the account is still below the minimum after 60 days, the Funds
may automatically close your account and send you the proceeds.

|X| The Funds also reserve the right to make a "redemption-in-kind" if the
amount you are redeeming is large enough to affect Fund operations or
otherwise disrupt any of the Funds. When the Funds redeem-in-kind, they
pays the shareholder in portfolio securities rather than cash, and the
shareholder may experience additional expenses such as brokerage
commissions in order to sell the securities.

|X| If you are an IRA shareholder, you must indicate on your redemption request
whether or not to withhold federal income tax. Requests that do not
indicate a preference will be subject to withholding. IRA shareholders may
not redeem shares by telephone or Internet. Redemption requests must be in
writing.

EXCHANGING SHARES
-------------------------------------------------------------------------------

You may exchange shares between one Fund and another. Exercising the exchange
privilege is really two transactions: a sale of one fund and the purchase of
another. The same policies that apply to purchases and sales apply to exchanges,
including minimum investment amounts. Exchanges also have the same tax
consequence as ordinary sales and purchases and you could realize short or
long-term capital gains or losses. Generally, exchanges may only be made between
identically registered accounts unless you send written instructions with a
signature guarantee.

The Funds' transfer agent charges a $5.00 fee for each exchange transaction
executed via the telephone.

DISTRIBUTIONS AND TAXATION
--------------------------------------------------------------------------------
Each Fund distributes substantially all of the net investment income and net
capital gains that it realizes in the sale of securities. These income and gains
distributions are generally paid once each year, on or before December 31.
Distributions are automatically reinvested in additional shares of the Fund,
unless you elect to have the distributions paid to you in cash. There are no
sales charges or transaction fees for reinvested distributions and all shares
will be purchased at NAV.

In general, Fund distributions are taxable to you as either ordinary income or
capital gain. This is true whether you reinvest your distributions in additional
Fund shares or receive them in cash. Capital gain dividends paid by the Funds
are taxable to you as long-term capital gain no matter how long you have owned
your shares.

By law, the Funds must withhold 31% of your taxable distributions and redemption
proceeds if you do not provide your correct certified social security or
taxpayer identification number and certify that you are not subject to backup
withholding, or if the IRS instructs the Funds to do so.

Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.

When you sell your shares of the Funds, you may have a capital gain or loss.

Fund distributions and gain from the sale or exchange of your shares generally
will be subject to state and local taxes. Non-U.S. investors may be subject to
U.S. withholding and estate tax. You should consult your tax advisor about the
federal, state, local or foreign tax consequences of your investment in the
Fund.

FINANCIAL HIGHLIGHTS OF THE INTERNET INDEX FUND
--------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the INTERNET
INDEX FUND'S financial performance for the past fiscal year. Certain information
reflects financial results for a single share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the INTERNET INDEX FUND (assuming reinvestment of all dividends and
distributions). This information has been audited by Arthur Andersen LLP, whose
report, along with the INTERNET INDEX FUND'S financial statements, are included
in the annual report, which is available upon request. Because the GLOBAL
BIOTECH INDEX FUND and the GLOBAL WIRELESS COMMUNICATIONS FUND have been in
operation for less than a year, no financial highlights are being reported for
these Funds.

November 4, 1999(1)
to
June 30, 2000

PER SHARE DATA:

NET ASSET VALUE, BEGINNING OF PERIOD $10.00
Income from investment operations:
Net investment income 0.12
Net realized and unrealized gains on investments 1.17
----
Total income from investment operations 1.29
----

Net asset value, end of period $11.29

TOTAL RETURN 12.90%(2)
------

SUPPLEMENTAL DATA AND RATIOS:

Net assets, end of period $3,189,188
Ratios of expenses to average net assets:
Before expense reimbursement 13.60%(3)
After expense reimbursement 1.40%(3)
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement (13.53)%(3)
After expense reimbursement (1.33)%(3)

Portfolio turnover rate 46.88%(2)

(1) Commencement of Operations
(2) Not annualized
(3) Annualized

BOARD OF TRUSTEES

Edward M. Mazze, Ph.D., Chairman

Eugene Y.W. Lee, Ph.D., CFA, President

Andrew C. Laviano, J.D.

Harris N. Rosen

Bruce Whyte

INVESTMENT MANAGER
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
Wakefield, Rhode Island

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
Philadelphia, Pennsylvania

INDEPENDENT AUDITORS
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin

TRANSFER AGENT, FUND ACCOUNTING AGENT
AND FUND ADMINISTRATOR
FIRSTAR MUTUAL FUND SERVICES, LLC
Milwaukee, Wisconsin

CUSTODIAN
FIRSTAR BANK, N.A.
Cincinnati, Ohio

The Statement of Additional Information (SAI) for the Funds contains more
information about the Funds' policies and management and is incorporated by
reference into this prospectus. The Funds' annual and semi-annual reports to
shareholders contain additional information about the Funds' investments and a
discussion of the market conditions that significantly affected the Funds and
the Indexes during each fiscal year. You may obtain free copies of these
documents and additional information about the Funds by:

Telephone: 1-800-234-0849
Internet: WWW.IGAM.COM

Mail:
REGULAR MAIL: OVERNIGHT OR EXPRESS MAIL:
------------- --------------------------
IGAM Group Funds IGAM Group Funds
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202

You may review and obtain copies of the SAI and other information about the
Funds by visiting the Securities and Exchange Commission's Public Reference Room
in Washington, DC. Please call 1-202-942-8090 for information relating to the
operation of the Public Reference Room. Reports and other information about the
Fund are available on the EDGAR database on the SEC's Internet site at
http://www.sec.gov. Copies of the information may also be obtained for a fee by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102 or by sending an electronic request to the SEC at the
following e-mail address: [email protected].

1940 Act File No. 811-9493

IGAM Group Funds
South Kingstown Office Park, Suite A5
24 Salt Pond Road
Wakefield, RI 02879
(401) 788-0977
Website: www.igam.com

STATEMENT OF ADDITIONAL INFORMATION

THE GLOBAL BIOTECH INDEX FUND
THE GLOBAL WIRELESS
COMMUNICATIONS INDEX FUND
THE INTERNET INDEX FUND

Dated December 26, 2000

This Statement of Additional Information relates to the Global Biotech Index
Fund, the Global Wireless Communications Index Fund and the Internet Index Fund
(individually a "Fund" and collectively the "Funds"), each a series of IGAM
Group Funds (the "Trust"). The SAI is not a prospectus but should be read in
conjunction with the Fund's current Prospectus dated December 26, 2000. To
obtain the Prospectus and other information about the Funds, please visit the
Fund's web-site, call 1-800-234-0849 or write to the Funds as shown below:

REGULAR MAIL: OVERNIGHT OR EXPRESS MAIL:
------------- --------------------------
IGAM Group Funds IGAM Group Funds
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202

The Internet Fund's audited financial statements for the period November 4, 1999
through June 30, 2000 contained in its annual report to shareholders are
incorporated herein by reference.

TABLE OF CONTENTS

THE FUNDS.....................................................................3

INVESTMENT OBJECTIVE AND STRATEGIES...........................................3

INVESTMENT RESTRICTIONS.......................................................7

MANAGEMENT OF THE FUNDS.......................................................9

MANAGEMENT OWNERSHIP..........................................................13

INVESTMENT MANAGER............................................................13

CODE OF ETHICS................................................................14

ADMINISTRATIVE SERVICES.......................................................14

CUSTODIAN.....................................................................14

DISTRIBUTOR...................................................................15

PRICING OF SHARES.............................................................16

SHARES OF BENEFICIAL INTEREST.................................................17

PURCHASING SHARES.............................................................18

REDEMPTION OF SHARES..........................................................18

PORTFOLIO TRANSACTIONS AND TURNOVER...........................................19

ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES.............................21

PERFORMANCE INFORMATION.......................................................23

AUDITORS......................................................................25

FINANCIAL STATEMENTS..........................................................25

THE FUNDS

The Trust is an open-end, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") which is currently
comprised of three Funds. The Trust was organized as a business trust under the
Delaware Business Trust Act on July 16, 1999. The Funds' registered office in
Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, DE
19801 and its principal office is at South Kingstown Office Park, Suite A5, 24
Salt Pond Road, Wakefield, RI 02879.

INVESTMENT OBJECTIVE AND STRATEGIES

The Funds are non-diversified series of the Trust. Each Fund's investment
objective is to provide investment results, using statistical procedures, that
parallel its specified Dow Jones Index: the Dow Jones Global Biotechnology
Index(SM), the Dow Jones Wireless Communications Service & Technology Index(SM),
or the Dow Jones Internet Index(SM).

The following discussion of investment techniques and instruments supplements
and should be read in conjunction with the investment information set forth in
the Funds' Prospectus. The investment practices described below, except for the
discussion of certain specified investment policies and restrictions, are not
fundamental and may be changed by the Board of Trustees without the approval of
the shareholders. In seeking to meet its investment objective, a Fund may invest
in any type of security whose characteristics are consistent with its investment
program. The securities in which the Funds may invest include those described
below.

COMMON AND PREFERRED STOCK. Common stocks are units of ownership of a
corporation. Preferred stocks are stocks that often pay dividends at a specific
rate and have a preference over common stocks in dividend payments and
liquidation of assets. Some preferred stocks may be convertible into common
stock. Convertible securities are securities that may be converted into or
exchanged for a specific amount of common stock of the same or different issuer
within a particular period of time at a specified price or formula.

FUTURES. The Funds may enter into contracts for the purchase or sale for future
delivery of securities including contracts for the purchase or sale for future
delivery of the stocks within an index. The Funds will not use futures contacts
as leveraged investments that magnify the gains and losses of an investment. A
purchase of a futures contract means the acquisition of a contractual right to
obtain delivery to a Fund of the securities or foreign currency called for by
the contract at a specified price and future date. When a Fund enters into a
futures transaction, it must deliver to the futures commission merchant selected
by that Fund an amount referred to as "initial margin." This amount is
maintained by the futures commission merchant in a segregated account at the
custodian bank. Thereafter, a "variation margin" may be paid by a Fund to, or
drawn by a Fund from, such account in accordance with controls set for such
accounts, depending upon changes in the price of the underlying securities
subject to the futures contract.

A Fund may enter into futures contracts and engage in options on futures to the
extent that no more than 5% of a Fund's assets are required as futures contract
margin deposits and premiums on options, and may engage in such transactions to
the extent that obligations relating to such futures and related options on
futures transactions represent not more than 20% of a Fund's assets.

Although futures contracts by their terms call for actual delivery or acceptance
of the underlying securities, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out an
open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold," or "selling" a contract previously
purchased) in an identical contract to terminate the position. Unlike other
futures contracts, a stock index futures contract specifies that no delivery of
the actual stocks making up the index will take place. Instead, settlement in
cash must occur upon the termination of the contract. Brokerage commissions are
incurred when a futures contract is bought or sold.

The Funds will enter into futures transactions on domestic exchanges and, to the
extent such transactions have been approved by the Commodity Futures Trading
Commission for sale to customers in the United States, on foreign exchanges.

INDEX OPTIONS. The Funds may purchase exchange-listed put and call options on
stock indices and sell such options in closing sale transactions. The Funds may
purchase call options on indices to temporarily achieve market exposure when a
Fund is not fully invested. The Funds may also purchase exchange-listed call
options on particular market segment indices to achieve temporary exposure to a
specific industry. While the option is open, a Fund will maintain a segregated
account with its custodian in an amount equal to the market value of the option.

Options on indices are similar to regular options except that an option on an
index gives the holder the right, upon exercise, to receive an amount of cash if
the closing level of the index upon which the option is based is greater than
(in the case of a call) or lesser than (in the case of a put) the exercise price
of the option. This amount of cash is equal to the difference between the
closing price of the index and the exercise price of the option expressed in
dollars times a specified multiple (the "multiplier").

A Fund purchas of options on indices will subject it to the following risks
described below. First, because the value of an index option depends upon
movements in the level of the index rather than the price of a particular
security, whether a Fund will realize gain or loss on the purchase of an option
on an index depends upon movements in the level of prices in the market
generally or in an industry or market segment rather than movements in the price
of a particular security.

Second, index prices may be distorted if trading of a substantial number of
securities included in the index is interrupted causing the trading of options
on that index to be halted. If a trading halt occurred, a Fund would not be able
to close put options which it had purchased and the Fund may incur losses if the
underlying index moved adversely before trading resumed. If a trading halt
occurred and restrictions prohibiting the exercise of options were imposed
through the close of trading on the last day before expiration, exercises on
that day would be settled on the basis of a closing index value that may not
reflect current price information for securities representing a substantial
portion of the value of the index.

Third, if a Fund holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that the
level of the underlying index may change before closing. If such a change causes
the exercised option to fall "out-of-the-money," a Fund will be required to pay
the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer. Although a Fund
may be able to minimize this risk by withholding exercise instructions until
just before the daily cutoff time or by selling rather than exercising the
option when the index level is close to the exercise price, it may not be
possible to eliminate this risk entirely because the cutoff times for index
options may be earlier than those fixed for other types of options and may occur
before definitive closing index values are announced.

U.S. GOVERNMENT SECURITIES. U.S. Government securities are obligations of, or
guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S.
Government does not guarantee the net asset value of the shares of the Funds.
Some U.S. Government securities, such as Treasury bills, notes and bonds, and
securities guaranteed by the Government National Mortgage Association ("GNMA"),
are supported by the full faith and credit of the United States; others, such as
those of the Federal Home Loan Banks, are supported by the right of the issuer
to borrow from the U.S. Treasury; others, such as those of the Federal National
Mortgage Association ("FNMA"), are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations; and still others, such
as those of the Student Loan Marketing Association, are supported only by the
credit of the instrumentality. U.S. Government securities include securities
that have no coupons, or have been stripped of their unmatured interest coupons,
individual interest coupons from such securities that trade separately, and
evidences of receipt of such securities. Such securities may pay no cash income,
and are purchased at a deep discount from their value at maturity. Because
interest on zero coupon securities is not distributed on a current basis but is,
in effect, compounded, zero coupon securities tend to be subject to greater
market risk than interest-payment securities, such as CATs and TIGRs, which are
not issued by the U.S. Treasury, and are therefore not U.S. Government
securities, although the underlying bond represented by such receipt is a debt
obligation of the U.S. Treasury. Other zero coupon Treasury securities (STRIPs
and CUBEs) are direct obligations of the U.S. Government.

BANK OBLIGATIONS. Certificates of deposit are short-term obligations of
commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank by a borrower, usually in connection with international commercial
transactions. Certificates of deposit may have fixed or variable rates.

LOANS OF PORTFOLIO SECURITIES. The Funds may lend their investment securities to
approved borrowers who need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations, provided that such loans do not
exceed 33 1/3% of a Fund's total assets at the time of the most recent loan. By
lending its investment securities, a Fund attempts to increase its income
through the receipt of interest on the loan. Any gain or loss in the market
price of the securities loaned that might occur during the term of the loan
would be for the account of a Fund. The Funds may lend their investment
securities to qualified brokers, dealers, domestic and foreign banks or other
financial institutions, so long as the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the Securities and Exchange Commission (the
"SEC") thereunder, which currently require that: (a) the borrower pledge and
maintain with a Fund collateral consisting of cash, an irrevocable letter of
credit issued by a bank or securities issued or guaranteed by the United States
Government having a value at all times not less than 100% of the value of the
securities loaned; (b) the borrower add to such collateral whenever the price of
the securities loaned rises (i.e., the borrower "marks to the market" on a daily
basis); (c) the loan be made subject to termination by a Fund at any time; and
(d) a Fund receives reasonable interest on the loan (which may include a Fund
investing any cash collateral in interest bearing short-term investments). All
relevant facts and circumstances, including the creditworthiness of the broker,
dealer or institution, will be considered in making decisions with respect to
the lending of securities, subject to review by the Board of Trustees.

At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Trustees. In addition, voting rights may pass with
the loaned securities, but if a material event occurs affecting an investment on
a loan, the loan must be called and the securities voted.

REPURCHASE AGREEMENTS. When the Funds enter into repurchase agreements, they
purchase securities from a bank or broker-dealer which simultaneously agrees to
repurchase the securities at a mutually agreed upon time and price, thereby
determining the yield during the term of the agreement. As a result, a
repurchase agreement provides a fixed rate of return insulated from market
fluctuations during the term of the agreement. The term of a repurchase
agreement generally is short, possibly overnight or for a few days, although it
may extend over a number of months (up to one year) from the date of delivery.
Repurchase agreements will be fully collateralized and the collateral will be
marked-to-market daily. The Funds may not enter into repurchase agreements
having more than seven days remaining to maturity if, as a result, such
agreement, together with any other illiquid securities held by a Fund, would
exceed 15% of the value of the net assets of that Fund.

In the event of bankruptcy or other default by the seller of the security under
a repurchase agreement, a Fund may suffer time delays and incur costs or
possible losses in connection with the disposition of the collateral. In such
event, instead of the contractual fixed rate of return, the rate of return to a
Fund would be dependent upon intervening fluctuations of the market value of the
underlying security and the accrued interest on the security. Although a Fund
would have rights against the seller for breach of contract with respect to any
losses arising from market fluctuations following the failure of the seller to
perform, the ability of a Fund to recover damages from a seller in bankruptcy or
otherwise in default would be reduced.

Repurchase agreements are securities for purposes of the tax diversification
requirements that must be met for pass-through treatment under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the
Funds will limit the value of their repurchase agreements on each of the
quarterly testing dates to ensure compliance with Subchapter M of the Code.

REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements involve sales of
portfolio securities of a Fund to member banks of the Federal Reserve System or
securities dealers believed creditworthy, concurrently with an agreement by a
Fund to repurchase the same securities at a later date at a fixed price which is
generally equal to the original sales price plus interest. The Funds retain
record ownership and the right to receive interest and principal payments on the
portfolio securities involved. In connection with each reverse repurchase
transaction, a Fund will direct their custodian bank to place cash, U.S.
government securities, equity securities and/or investment and non-investment
grade debt securities in that Fund's segregated account in an amount equal to
the repurchase price. Any assets held in any segregated account shall be liquid,
unencumbered and marked-to-market daily.

A reverse repurchase agreement involves the risk that the market value of the
securities retained by a Fund may decline below the price of the securities a
Fund has sold but is obligated to repurchase under the agreement. In the event
the buyer of securities under a reverse repurchase agreement files for
bankruptcy or becomes insolvent, a Fund's use of its proceeds of the agreement
may be restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Funds' obligation to repurchase the securities.
Reverse repurchase agreements are considered borrowings and as such, are subject
to the same investment limitations.

BORROWING. The Funds may borrow money as a temporary measure or for
extraordinary purposes or to facilitate redemptions subject to the fundamental
investment restriction described below under the heading "Investment
Restrictions." The Funds will not borrow money in excess of 33 1/3% of the value
of each of their total assets. Any borrowing above 5% of a Fund's total assets
will be done from a bank with the required asset coverage of at least 300%. In
the event that such asset coverage shall at any time fall below 300%, a Fund
shall, within three days thereafter (not including Sundays or holidays), or such
longer period as the SEC may prescribe by rules and regulations, reduce the
amount of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%.

OTHER INVESTMENTS. The Board of Trustees may, in the future, authorize the Funds
to invest in securities other than those listed in this SAI and in the Funds'
prospectus, provided such investment would be consistent with the Funds'
investment objectives and that it would not violate any fundamental investment
policies or restrictions.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS. The Funds have adopted the
following fundamental investment policies and restrictions which cannot be
changed for a Fund without the approval of a "majority of the outstanding voting
securities" of the Fund. Under the 1940 Act, a "majority of the outstanding
voting securities" of a fund means the vote of: (i) more than 50% of the
outstanding voting securities of the fund; or (ii) 67% or more of the voting
securities of the fund present at a meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy, whichever
is less. CONCENTRATION. The Global Biotechnology Index Fund, the Global Wireless
Communications Index Fund, and the Internet Index Fund have adopted policies of
concentrating in securities issued by companies within the Biotech, Wireless
Communications and Internet industries, respectively, but will not otherwise
make investments that result in the concentration (as that term may be defined
in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange
Commission ("SEC") staff interpretation thereof) of its investments in the
securities of issuers primarily engaged in the same industry. This restriction,
however, does not limit a Fund from investing in obligations issued or
guaranteed by the U.S. government, or its agencies or instrumentalities. The SEC
staff currently takes the position that a fund concentrates its investments in a
particular industry if more than 25% of its net assets is invested in issuers
within the industry.

SENIOR SECURITIES & BORROWING. The Funds may not borrow money or issue senior
securities, except as the 1940 Act, any rule or order thereunder, or SEC staff
interpretation thereof, may permit.

UNDERWRITING. The Funds may not underwrite the securities of other issuers,
except that a Funds may engage in transactions involving the acquisition,
disposition or resale of its portfolio securities, under circumstances where it
may be considered to be an underwriter under the Securities Act of 1933.

REAL ESTATE. The Funds may not purchase or sell real estate, unless acquired as
a result of ownership of securities or other instruments and provided that this
restriction does not prevent a Fund from investing in issuers which invest, deal
or otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.

COMMODITIES. The Funds may not purchase or sell physical commodities, unless
acquired as a result of ownership of securities or other instruments and
provided that this restriction does not prevent a Fund from engaging in
transactions involving futures contracts and options thereon or investing in
securities that are secured by physical commodities.

LENDING. The Funds may not make loans, provided that this restriction does not
prevent a Fund from purchasing debt obligations, entering into repurchase
agreements, loaning its assets to broker/dealers or institutional investors and
investing in loans, including assignments and participation interests.

NON-FUNDAMENTAL POLICIES AND RESTRICTIONS. In addition to the fundamental
policies and investment restrictions described above, and the various general
investment policies described in the Prospectus and this SAI, the Funds will be
subject to the following investment restrictions, which are considered
non-fundamental and may be changed by the Board of Trustees without shareholder
approval.

OTHER INVESTMENT COMPANIES. The Funds are permitted to invest in other
investment companies, including open-end, closed-end or unregistered investment
companies, either within the percentage limits set forth in the 1940 Act, any
rule or order thereunder, or SEC staff interpretation thereof, or without regard
to percentage limits in connection with a merger, reorganization, consolidation
or other similar transaction. However, a Fund may not operate as a "fund of
funds" which invests primarily in the shares of other investment companies as
permitted by Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are
utilized as investments by such a "fund of funds."

ILLIQUID SECURITIES. A Fund may not invest more than 15% of its net assets in
securities which it can not sell or dispose of in the ordinary course of
business within seven days at approximately the value at which the Fund has
valued the investment.

NON-DIVERSIFIED FUND. The Funds are non-diversified under the 1940 Act, which
means that there is no restriction under the 1940 Act on how much the Funds may
invest in the securities of any one issuer. However, to qualify for tax
treatment as a regulated investment company under the Internal Revenue Code
("Code"), the Funds intend to comply, as of the end of each taxable quarter,
with certain diversification requirements imposed by the Code. Pursuant to these
requirements, the Funds will, among other things, limit their investments in the
securities of any one issuer (other than U. S. Government securities or
securities of other regulated investment companies) to no more than 25% of the
value of a Fund's total assets. In addition, a Fund, with respect to 50% of its
total assets, will limit its investments in the securities of any issuer to 5%
of its total assets, and will not purchase more than 10% of the outstanding
voting securities of any one issuer.

In applying a Fund's fundamental policy concerning concentration that is
described above, it is a matter of non-fundamental policy that investments in
certain categories of companies will not be considered to be investments in a
particular industry. For example: (i) financial service companies will be
classified according to the end users of their services, for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; (ii) technology companies will be divided according to their products
and services, for example, hardware, software, information services and
outsourcing, or telecommunications will each be a separate industry; (iii)
asset-backed securities will be classified according to the underlying assets
securing such securities; and (iv) utility companies will be divided according
to their services, for example, gas, gas transmission, electric and telephone
will each be considered a separate industry.

Each Fund reserves the ability to invest all of its assets in the securities of
a single series of an open-end management investment company for which IGAM is
the investment manager, with substantially the same investment objective(s),
policies and limitations as the Fund. This would permit each Fund to adopt a
"master-feeder" structure in which each Fund, as a "feeder" fund, would invest
all of its assets in a series of a single pooled "master fund" in an effort to
take advantage of potential efficiencies. The Funds do not have the present
intention of adopting a "master-feeder" structure, an would be required to
update their Prospectus and this Statement of Additional Information prior to
its doing so.

MANAGEMENT OF THE FUNDS

The Trust is governed by a Board of Trustees. The Board of Trustees consists of
five individuals, four of whom are not "interested persons" of the Trust as that
term is defined in Section 2(a)(19) of the 1940 Act. The Trustees are
experienced business persons who meet throughout the year to oversee the Trust's
activities, review contractual arrangements with companies that provide services
to the Funds, and review performance. The names and business addresses of the
Trustees and officers of the Trust, together with information as to their
principal occupations during the past five years, are listed below.

<TABLE>
<CAPTION>
--------------------------------------------- -------- ----------------- -----------------------------------------------------------
NAME AND ADDRESS AGE POSITION PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
--------------------------------------------- -------- ----------------- -----------------------------------------------------------
<S> <C> <C> <C>
Edward M. Mazze, Ph.D. 59 Chairman of the Presently, Dean, College of Business
The University of Rhode Island Board of Administration of the University of Rhode Island
College of Business Administration Trustees since 1998; Director, Technitrol Incorporated
7 Lippit Road since 1985; Director, McGettigan Partners,
301 Ballentine Hall 1989-1993, 1997 to present; Honorary Board Member,
Kingston, RI 02881-0802 Delaware Valley College of Science and
Agriculture, since 1997; Accreditation Panel Member,
Middle States Association of Colleges and Secondary
School Commission of Higher Education, since 1981;
Previously, Dr. Mazze held the position of Dean at the
University of North Carolina at Charlotte's Belk
College of Business Administration (1993-1998),
at the School of Business and Management at
Temple University (1979-1986, professor from
1979-1993) and at Seton Hall University's
W. Paul Stillman School of Business (1975-1979).
From 1984 to 1997, Dr. Mazze was a Bankruptcy
Trustee for the United States Bankruptcy Court
in the Eastern District of Pennsylvania, and
from 1985 to 1987, he served as the Chairman
of the Board and Chief Executive Officer of the
William Penn Bank in Philadelphia (now
part of Mellon Bank). He also previously served
on the Boards of numerous public and private
businesses, educational organizations and
foundations and held numerous governmental,
professional and academic appointments.
--------------------------------------------- -------- ----------------- -----------------------------------------------------------
Eugene Y.W. Lee, Ph.D.* 49 Trustee, President, Integrity Global Asset Management, Inc.
Integrity Global Asset Management, Inc. President, since 1997; Associate Professor of Finance,
South Kingstown Office Park Treasurer and University of Rhode Island (faculty member since
Suite A5 Secretary 1992).
24 Salt Pond Road
Wakefield, RI 02879
--------------------------------------------- -------- ----------------- -----------------------------------------------------------
Andrew Laviano 58 Trustee and Professor, University of Rhode Island since 1976;
The University of Rhode Island Chairman of previously, attorney in private practice.
College of Business Administration Audit Committee
7 Lippit Road
349 Ballentine Hall
Kingston, RI 02881-0802
--------------------------------------------- -------- ----------------- ----------------------------------------------------------
Harris N. Rosen 67 Trustee At the University of Rhode Island, presently
76 Sundance Trail serves as Special Assistant to the Dean of the
Wakefield, RI 02879 University, and in 1998, as Executive in
Residence, teaching courses in Supervision,
Management and Introduction to Business;
previously, President of School House
Candy Company, Pawtucket, RI 1969 through
1998; Mr. Rosen also serves as the Director
of the Jewish Federation of Rhode Island and has
served in various capacities since 1970; Trustee
of Women and Infants' Hospital, Rhode Island,
since 1978; Corporator of Rhode Island Hospital
since 1982; and has held numerous business and
community service positions in the Rhode
Island area over the years.
--------------------------------------------- -------- ----------------- ----------------------------------------------------------
Bruce Whyte 59 Trustee Self-employed Marketing Consultant since 1992;
331 Stratfield Road Director of Business Development, First Alert
Fairfield, CT 06432 (disaster recovery emergency services), 1998-1999,
and Managing Consultant, EverColor Fine Art
(printing and fine art publishing company), 1998-1999;
Executive Vice President and Director, Sanctuary Inc.
(product and service provider to older adults and
their families), 1996-1997; President, Ulster Arts
Alliance, Inc. (professional service organization),
1992-1996; Chairman, Center for Arts and Technology,
1992-1996; Treasurer and Marketing Director,
Entrepreneurial Catalyst Forum, Inc., 1992-1996.
Mr. Whyte has served as an advisor and business consultant
to both the United States Congress and United States
Treasury Department, as well as to the New York Department
of State, New York Attorney General, New York State
Senate and Assembly, and New York State Council
on the Arts.
--------------------------------------------- -------- ----------------- ----------------------------------------------------------
</TABLE>
* Dr. Lee is deemed to be an "interested person" of the Trust as that term is
defined in Section 2(a)(19) of the 1940 Act.

TRUSTEE COMPENSATION. For their service as Trustees, the independent trustees
receive $1,000 per Trustee meeting, as well as reimbursement for expenses
incurred in connection with attendance at Board meetings. The Chairman of the
Board receives additional compensation of $500 per meeting for his services as
chairman, and the Chairman of the Audit Committee receives additional
compensation of $250 per meeting for his service as chairman. Dr. Lee is an
interested trustee and, therefore, is paid by the investment manager and does
not receive any compensation for his service as a Trustee. These compensation
amounts will remain in place until the Internet Index Fund reaches $50 million
in assets. When the Internet Index Fund reaches $50 million, the independent
trustees will receive $2,000 per Board meeting attended, as well as
reimbursement for expenses incurred in connection with attendance at Board
meetings. The Chairman of the Board will receive additional compensation of
$2,000 per Board meeting attended for his service as chairman, and the Chairman
of the Audit Committee will receive additional annual compensation of $2,000.
<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM COMPANY AND FUND
NAME OF PERSON/POSITION COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON COMPLEX* PAID TO
THE TRUST FUND EXPENSES RETIREMENT TRUSTEES
------------------------ --------------------- --------------------- ------------------ -----------------------
<S> <C> <C> <C> <C>
Edward M. Mazze, Ph.D, $_____ $0 $0 $_____
Chairman of the Board
------------------------ --------------------- --------------------- ------------------ -----------------------
Eugene Y.W. Lee, Ph.D, $0 $0 $0 $0
CFA
President
------------------------ --------------------- --------------------- ------------------ -----------------------
Andrew C. Laviano, ______ $0 $0 ______
J.D. Trustee and
Chairman of Audit
Committee
------------------------ --------------------- --------------------- ------------------ -----------------------
Harris N. Rosen Trustee ______ $0 $0 ______
------------------------ --------------------- --------------------- ------------------ -----------------------
Bruce Whyte Trustee ______ $0 $0 ______
------------------------ --------------------- --------------------- ------------------ -----------------------
</TABLE>
*Because the Global Biotech Index Fund and the Global Wireless
Communications Index Fund have not begun operations, the information
presented in the table is solely for the Internet Index Fund.

Trustees of the IGAM Group Fund family, employees, retirees and their families
of IGAM and T.O. Richardson, individuals holding an account or other advisory
relationship with IGAM or T.O. Richardson, and employees and/or representatives
of registered broker-dealers with a selling agreement with T.O. Richardson do
not have to pay front-end sales charges (provided the status of the investment
is explained at the time of investment) on purchases of shares of the Funds.
These exemptions of sales charges are due to the nature of the investors and/or
the reduced sales efforts that will be needed in obtaining such investments.

CONTROL PERSONS, PRINCIPAL HOLDERS OF SECURITIES AND MANAGEMENT OWNERSHIP.
Principal shareholders are persons that beneficially or of record own 5% or more
of a Fund's outstanding shares. The following table provides the name and
address of each principal shareholder of the Funds as of _______, 2000. A
control person is one who owns beneficially or through controlled companies more
than 25% of the voting securities of a company or acknowledges the existence of
control. There are no control persons of the Internet Index Fund. Principal
holders are persons that beneficially own 5% or more of a Fund's outstanding
shares. As of _____, 2000, IGAM owned of record 100% of the shares of the Global
Biotech Index Fund and Global Wireless Communications Index Fund. Accordingly,
as of _____, 2000, IGAM owned a controlling interest in those Funds but such
interest was for organizational purposes only.
<TABLE>
<CAPTION>
PRINCIPAL SHAREHOLDERS OF THE INTERNET INDEX FUND
------------------------------------------- --------------------- ------------------- -----------------------------------
Name and Address Shares % Ownership Type of Ownership
------------------------------------------- --------------------- ------------------- -----------------------------------
<S> <C> <C> <C>
Charles Schwab & Co., Inc.
101 Montgomery Street _______ _______ Record
San Francisco, CA 94104
------------------------------------------- --------------------- ------------------- -----------------------------------
National Financial Services Corporation
One World Financial Ctr _______ _______ Record
200 Liberty St
New York, NY 1091-1003
------------------------------------------- --------------------- ------------------- -----------------------------------
Deno Melchiorre _______ _______ Record
Deno Melchiorre Trust
PO Box 74
Deerfield, IL 60015-0074
------------------------------------------- --------------------- ------------------- -----------------------------------
</TABLE>

MANAGEMENT OWNERSHIP

As of ___________, 2000, the Trustees and Officers of the Trust, as a group,
owned ___% of the outstanding shares of the Internet Index Fund. Eugene Y.W.
Lee, Ph.D, President of the Funds, owns ___% of the outstanding shares of the
Internet Index Fund, and the Chairman of the Board, Edward M. Mazze, Ph.D, owns
___% of Internet Index Fund shares.

INVESTMENT MANAGER

Integrity Global Asset Management, Inc. ("IGAM"), is a Delaware corporation that
serves as investment manager to the Internet Index Fund pursuant to an
Investment Management Agreement dated as of September 13, 1999, and investment
manager to the Global Biotech Index Fund and Global Wireless Communications
Index Fund pursuant to an Investment Management Agreement dated as of ________,
2000. Eugene Y.W. Lee, Ph.D., CFA, is the President and founder of IGAM and the
Chief Portfolio Manager for the Funds. He is also the President, Treasurer and
Secretary of the Trust, and serves on its Board of Trustees. Dr. Lee is a
Chartered Financial Analyst and received his Master of Arts degree in
Mathematics from the University of Texas at Austin in 1986 followed by his
doctoral degree in Finance in 1986. He joined the faculty of the University of
Rhode Island in 1992 and is currently an Associate Professor of Finance. Dr. Lee
previously was Assistant Professor of Finance at University of Missouri -
Columbia from 1986 to 1992.

Under the Investment Management Agreements, IGAM is responsible for managing the
purchase and sale of securities held by the Funds. IGAM also tracks the
composition and weighting of the stocks in the indexes, and rebalances the
Funds' portfolio of investments in an effort to track the performance of each
Fund's corresponding index as closely as possible. This process also involves
the use of statistical sampling techniques by which IGAM actively selects
component stocks for purchase or sale to most effectively and efficiently track
a Fund's corresponding Index. IGAM is also responsible for selecting brokers,
dealers and/or trading systems to execute securities transactions for the Funds.
IGAM also provides business management and administrative services for the Funds
not provided by others, which includes the coordination and management of the
Funds' business activities and their relationship with service providers and
professionals, as well as the provision of office space, personnel and materials
necessary to act as investment and business manager.

This Investment Management Agreements for the Funds are effective for an initial
term of two years after their execution and will continue on a year-to-year
basis thereafter, provided that specific approval is voted at least annually by
the Board of Trustees of the Trust or by the vote of the holders of a majority
of the outstanding voting securities of each Fund. In either event, they must
also be approved by a majority of the trustees of the Trust who are neither
parties to the Agreements nor interested persons of any such party as defined in
the 1940 Act at a meeting called for the purpose of voting on such approval. The
Investment Manager's decisions are made subject to direction of the Board of
Trustees. The Agreements may be terminated at any time, without the payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Funds.

For the services provided by the investment manager under the Agreements
described above, the Trust, on behalf of the Funds, has agreed to pay to IGAM an
annual fee of 0.65% of the Internet Index Fund's average daily net assets and
0.50% of each of the Global Biotech Index Fund and Global Wireless
Communications Index Fund's average daily net assets. All fees are computed on
the average daily closing net asset value of each Fund and are payable monthly.
These fees are higher than the fees paid by most other index mutual funds.

IGAM has contractually agreed through December 31, 2001 to waive all or a
portion of the advisory fee, and to pay expenses of the Funds, to the extent
necessary to limit each Fund's total annual operating expenses to 0.99%. After
that date, IGAM may determine to continue to control Fund expenses of the Funds
under a contractual or voluntary arrangement, or it may end the arrangement.
When a Fund's assets grow to a point where fee waivers are no longer necessary,
IGAM may seek to recoup amounts waived or expenses payments that it made. IGAM
shall only be entitled to recoup such amounts for a period of three years from
the date the amount was waived or paid. For the period November 4, 1999 through
June 30, 2000, the total amount payable to IGAM for investment management
services, all of which was waived, was $10,578.

CODE OF ETHICS

Both the Trust and the Investment Manager have adopted Codes of Ethics that
govern the conduct of employees of the Trust and Investment Manager who may have
access to information about the Funds' securities transactions. The Codes
recognize that such persons owe a fiduciary duty to the Funds' shareholders and
must place the interests of shareholders ahead of their own interests. Among
other things, the Codes require preclearance of personal securities
transactions; certain blackout periods for personal trading of securities which
may be considered for purchase or sale by a Fund or other clients of the
Investment Manager; annual and quarterly reporting of personal securities
holdings; and limitations on personal trading of initial public offerings.
Violations of the Codes are subject to review by the Trustees and could result
in severe penalties.

ADMINISTRATIVE SERVICES

Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI
53202, a subsidiary of Firstar Bank, N.A., provides administrative personnel and
services (including blue-sky services) to the Funds. Administrative services
include, but are not limited to, providing office space, equipment, telephone
facilities, various personnel, including clerical and supervisory, and
computers, as is necessary or beneficial to provide compliance services to the
Funds. Firstar Mutual Fund Services, LLC also will serve as accountant to the
Funds and transfer agent under separate agreements. For the period November 4,
1999 through June 30, 2000, the total amount the Funds paid to Firstar Mutual
Fund Services, LLC was $25,329.

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202 is custodian for
the securities and cash of the Funds. Under the Custodian Agreement, Firstar
Bank, N.A. holds the Funds' portfolio securities in safekeeping and keeps all
necessary records and documents relating to its duties.

DISTRIBUTOR

T.O. Richardson Securities, Inc. serves as the principal underwriter and
national distributor for the shares of the Funds pursuant to Distribution
Agreements with the Internet Index Fund dated as of September 13, 1999, and with
the Global Biotech Index Fund and Global Wireless Communications Index Fund
dated as of ____________, 2000 (the "Distribution Agreements"). T.O. Richardson
Securities, Inc. is registered as a broker-dealer under the Securities Exchange
Act of 1934 and each state's securities laws and is a member of the NASD. The
offering of the Funds' shares is continuous. The Distribution Agreements provide
that the Distributor, as agent in connection with the distribution of shares of
the Funds, will use its best efforts to distribute shares of the Funds. For the
period November 4, 1999 through June 30, 2000, the Distributor was entitled to
receive $4,069 for its services.

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN. In accordance with Rule 12b-1 of
the 1940 Act, the Board of Trustees has adopted a Distribution and Shareholder
Servicing Plans on behalf of each of the Funds (the "Plans"). The Funds are
authorized under the Plans to use their assets to reimburse the Investment
Manager, the Distributor or others for their actual expenses associated with
certain activities relating to the distribution and promotion of shares of the
Funds to investors and for providing other shareholder services. The maximum
amount payable under the Plans is 0.25% of each of the Fund's average net assets
on an annual basis. For the period November 4, 1999 through June 30, 2000, the
Internet Index Fund paid the following 12b-1 fees under the plan:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------- -----------------
INTERNET INDEX FUND EXPENDITURES UNDER 12B-1 PLAN
(11/4/99 TO 6/30/00)
-------------------------------------------------------------------------------- -----------------
<S> <C>
Advertising None
-------------------------------------------------------------------------------- -----------------
Printing and/or mailing of prospectuses to the other current shareholders $466
-------------------------------------------------------------------------------- -----------------
Compensation to the Distributor None
-------------------------------------------------------------------------------- -----------------
Compensation to sales None
-------------------------------------------------------------------------------- -----------------
Interest carrying or other financing charges None
-------------------------------------------------------------------------------- -----------------
Other None
-------------------------------------------------------------------------------- -----------------
</TABLE>

The NASD's maximum sales charge rule relating to mutual fund shares establishes
limits on all types of sales charges, whether front-end, deferred or
asset-based. This rule may operate to limit the aggregate distribution fees to
which shareholders may be subject under the terms of the Plans.

The Plans authorize the use of assets of the Funds to reimburse expenses
incurred by, banks, broker/dealers and other institutions which provide
distribution assistance and/or shareholder services including, but not limited
to, printing and distributing prospectuses to persons other than Fund
shareholders, printing and distributing advertising and sales literature and
reports to shareholders used in connection with selling shares of a Fund,
furnishing personnel and communications equipment to service shareholder
accounts and prospective shareholder inquiries.

The Plans require that any person authorized to direct the disposition of monies
paid or payable by the Funds pursuant to the Plans or any related agreement
prepare and furnish to the Trustees for their review, at least quarterly,
written reports complying with the requirements of the Rule and setting out the
amounts expended under the Plans and the purposes for which those expenditures
were made. The Plans provide that so long as they are in effect the selection
and nomination of Trustees who are not interested persons of the Trust will be
committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.

Each Plan and any related agreements can not take effect until approved by a
majority vote of both the Board of Trustees and those Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of that Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on that Plan and
the related agreements. The Trustees approved the Plan on behalf of the Internet
Index on September 13, 1999, and on behalf of the Global Biotech Index Fund and
the Global Wireless Communications Index Fund on ____________, 2000.

Each Plan will continue in effect only so long asits continuance is specifically
approved at least annually by the Trustees in the manner described above for
Trustee approval of the Plans. The Plan foreach Fund may be terminated at any
time by a majority vote of the Trustees who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operations of
the Plan for that Fund or in any agreement related to the Plan or by vote of a
majority of the outstanding voting securities of that Fund.

The Plans may not be amended so as to materially increase the amount of the
distribution fees for a Fund unless the amendment is approved by a vote of at
least a majority of the outstanding voting securities of that Fund. In addition,
no material amendment may be made unless approved by the Trustees in the manner
described above for Trustee approval of the Plans.

PRICING OF SHARES

Shares of the Funds are sold on a continual basis at the offering price. As
described in the Funds' prospectus under "How to Purchase Shares," the offering
price is the net asset value per share plus any applicable sales charge. The net
asset value of Fund shares is determined on each day on which the New York Stock
Exchange is open, provided that the net asset value need not be determined on
days when no shares of a Fund are tendered for redemption and no order for Fund
shares is received. The New York Stock Exchange 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, Presidents' Day, Good Friday, Memorial Day, July 4th,
Labor Day, Thanksgiving and Christmas Day. The portfolio securities in which the
Funds invest fluctuate in value, and hence the net asset value per share of a
Fund will fluctuate.

An example of how the Internet Index Fund calculated its total offering price
per shares as of June 30, 2000 is as follows:

NET ASSETS = Net Asset Value per share
----------
Shares Outstanding

$3,189,188 = $11.29
----------
282,435

Securities listed on a U.S. securities exchange or Nasdaq for which market
quotations are readily available at the last quoted sale price on the day the
valuation is made. Price information on listed securities is taken from the
exchange where the security is primarily traded. Options, futures, unlisted U.S.
securities and listed U.S. securities not traded on the valuation date for which
market quotations are readily available are valued at the most recent quoted bid
price.

Fixed-income securities (other than obligations having a maturity of 60 days or
less) are normally valued on the basis of quotes obtained from pricing services,
which take into account appropriate factors such as institutional sized trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other market data. Fixed-income securities
purchased with remaining maturities of 60 days or less are valued at amortized
cost if it reflects fair value. In the event that amortized cost does not
reflect market, market prices as determined above will be used. Other assets and
securities for which no quotations are readily available (including restricted
securities) will be valued in good faith at fair value using methods determined
by the Board of Trustees of the Funds.

SHARES OF BENEFICIAL INTEREST

The Trust is a series business trust that currently offers three series of
shares. The beneficial interest of the Trust is divided into an unlimited number
of shares, with no par value. Each share has equal dividend, voting, liquidation
and redemption rights. There are no conversion or preemptive rights. Shares,
when issued, will be fully paid and nonassessable. Fractional shares have
proportional voting rights. Shares of the Funds do not have cumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of trustees can elect all of the trustees if they choose to do so
and, in such event, the holders of the remaining shares will not be able to
elect any person to the Board of Trustees. Shares will be maintained in open
accounts on the books of the Transfer Agent, and certificates for shares will
generally not be issued.

If they deem it advisable and in the best interests of shareholders, the
Trustees may create additional series of shares, each of which represents
interests in a separate portfolio of investments and is subject to separate
liabilities, and may create multiple classes of shares of such series, which may
differ from each other as to expenses and dividends. If additional series or
classes of shares are created, shares of each series or class are entitled to
vote as a series or class only to the extent required by the 1940 Act or as
permitted by the Trustees. Upon the Trust's liquidation, all shareholders of a
series would share pro-rata in the net assets of such series available for
distribution to shareholders of the series, but, as shareholders of such series,
would not be entitled to share in the distribution of assets belonging to any
other series.

PURCHASING SHARES

Shares of the Funds are sold in a continuous offering and may be purchased on
any business day through authorized investment dealers or directly from a Fund.

Stock Certificates and Confirmations

The Funds do not intend to issue stock certificates representing shares
purchased. Confirmations of the opening of an account and of all subsequent
transactions in the account are forwarded by the Funds to the stockholder's
address of record.

Special Incentive Programs

At various times the Funds may implement programs under which a dealer's sales
force may be eligible to win nominal awards for certain sales efforts or
recognition program conforming to criteria established by a Fund, or participate
in sales programs sponsored by a Fund. In addition, the investment manager or
distributor, in their discretion may from time to time, pursuant to objective
criteria, sponsor programs designed to reward selected dealers for certain
services or activities that are primarily intended to result in the sale of
shares of a Fund. These programs will not change the price you pay for your
shares or the amount that a Fund will receive from the sale.

Sales Charges and Waivers

The Funds' sales charges are described in the Prospectus under the heading
"Sales Charges and Waivers." Also, as stated in the Prospectus, you may purchase
shares of the Internet Index Fund without a sales charge if you are a
shareholder of the Internet Index Fund of record as of October 1, 2000. You may
purchase shares of any of the Funds if you are a bank, trust company, charitable
organization, or other institution acting on behalf of a fiduciary client, you
are a registered investment advisor, fee-based financial planner, part of a wrap
account or other investment program not receiving a portion of the sales charges
of a Fund but in which a fee is paid directly to an investment professional; you
are part of a pension, profit sharing or other qualified retirement plan,
including employer-sponsored 401(k) and 403(b) plans, you are a registered
representative and/or employee of a broker-dealer that has a selling agreement
with the Distributor, you are any individual with an investment account and/or
advisory relationship with IGAM or the Distributor, you are, or are a family
member of, a past or present officer, director, or employee of a Fund, IGAM or
the Distributor, or you are a member of a group (including spouses and dependent
children) comprised of at least 100 persons engaged, or previously engaged, in a
common business, profession, civic or charitable endeavor and/or other activity.
These exemptions of sales charges are due to the nature of the investors and/or
the reduced sales efforts that will be needed in obtaining such investments.

REDEMPTION OF SHARES

To redeem shares, shareholders may send a written request to:

The written letter of instructions must include

o the investor's social security number or tax identification number,

o the fund name,

o the account number,

o the share or dollar amount to be redeemed, and

o signature by all shareholders on the account.

The proceeds will be wired to the bank account of record or sent to the address
of record within seven days.

If a shareholder requests that redemption proceeds be sent to an address other
than that on record with a Fund or proceeds be made payable to someone other
than to the shareholder(s) of record, the written request must have signatures
guaranteed by:

o a trust company or commercial bank whose deposits are insured by the BIF,
which is administered by the FDIC;

o a member of the New York, Boston, American, Midwest, or Pacific Stock
Exchange;

o a savings bank or savings association whose deposits are insured by the
SAIF, which is administered by the FDIC; or

o any other "eligible guarantor institution" as defined in the Securities
Exchange Act of 1934.

The Funds do not accept signatures guaranteed by a notary public.

A Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Funds may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantor program. The Funds and their transfer agent reserve the
right to amend these standards at any time without notice.

PORTFOLIO TRANSACTIONS AND TURNOVER

The Funds' portfolio securities transactions are placed by the Investment
Manager. The objective of the Funds is to obtain the best available execution in
its portfolio transactions, taking into account the costs, promptness of
executions and other qualitative considerations. There is no pre-existing
commitment to place orders with any broker, dealer or member of an exchange. The
Investment Manager may, however, place orders with brokers or dealers who sell
shares of the Funds, in recognition of such sales, consistent with NASD rules.
The Investment Manager evaluates a wide range of criteria in seeking the most
favorable price and market for the execution of transactions, including the
broker's commission rate, execution capability, positioning and distribution
capabilities, information in regard to the availability of securities, trading
patterns, statistical or factual information, opinions pertaining to trading
strategy, back office efficiency, ability to handle difficult trades, financial
stability, and prior performance in servicing the Investment Manager and its
clients. In transactions on equity securities and U.S. Government securities
executed in the over-the-counter market, purchases and sales are transacted
directly with principal market-makers except in those circumstances where, in
the opinion of the Investment Manager, better prices and executions are
available elsewhere.

The Investment Manager, when effecting purchases and sales of portfolio
securities for the account of the Funds, will seek execution of trades either
(i) at the most favorable and competitive rate of commission charged by any
broker, dealer or member of an exchange, or (ii) at a higher rate of commission
charges, if reasonable, in relation to brokerage and research services provided
to a Fund or the Investment Manager by such member, broker, or dealer. Such
services may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale,
statistical or factual information, or opinions pertaining to investments. The
Investment Manager may use research and services provided by brokers and dealers
in servicing all its clients, including the Funds, and not all such services
will be used by the Investment Manager in connection with a Fund. In accordance
with the provisions of Section 28(e) of the 1934 Act, the Investment Manager may
from time-to-time receive services and products which serve both research and
non-research functions. In such event, the Investment Manager makes a good faith
determination of the anticipated research and non-research use of the product or
service and allocates brokerage only with respect to the research component.
Brokerage may also be allocated to dealers in consideration of the Funds' share
distribution but only when execution and price are comparable to that offered by
other brokers.

If the investment manager provides investment advisory services to individuals
and other institutional clients, there may be occasions on which other
investment advisory clients advised by the investment manager may also invest in
the same securities as a Fund. When these clients buy or sell the same
securities at substantially the same time, the investment manager may average
the transactions as to price and allocate the amount of available investments in
a manner which is believes to be equitable to each client, including a Fund. On
the other hand, to the extent permitted by law, the investment manager may
aggregate the securities to be sold or purchased for a Fund with those to be
sold or purchased for other clients managed by it in order to obtain lower
brokerage commissions, if any.

Because of the Funds' indexing investment strategy, they generally only sell
securities to generate cash to satisfy redemption requests, or to rebalance
their portfolio to track the target index. As a result, the Funds' portfolio
turnover rates are expected to be extremely low. However, the Funds are not
managed in a manner designed to maximize tax efficiencies or reduce transaction
costs, and securities will be purchased and sold without regard to such factors
as the investment manager deems appropriate. Of course, when selling portfolio
securities, the manager will attempt to minimize taxable gains. The portfolio
turnover rate is calculated by dividing the lesser of a Fund's annual sales or
purchases of portfolio securities (exclusive of purchases or sales of securities
whose maturities at the time of acquisition were one year or less) by the
monthly average value of the securities in the portfolio during the year.

For the period November 4, 1999 through June 30, 2000 the Funds paid the
following brokerage commissions:

------------------------- ------------------------ ------------------------
Broker Total Commissions Paid % of Total Commissions
------------------------- ------------------------ ------------------------
Bear Stearns $1,930 63.9%
------------------------- ------------------------ ------------------------
Morgan Stanley & Company $1,090 36.1%
------------------------- ------------------------ ------------------------
Total: $3,020 100.0%
------------------------- ------------------------ ------------------------

ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

A shareholder will automatically receive all income dividends and capital gain
distributions in additional full and fractional shares of a Fund at their net
asset value as of the date of payment unless the shareholder elects to receive
such dividends or distributions in cash. The reinvestment date normally precedes
the payment date by about seven days although the exact timing is subject to
change. Shareholders will receive a confirmation of each new transaction in
their account. The Trust will confirm all account activity, including the
payment of dividend and capital gain distributions and transactions made as a
result of an Automatic Withdrawal Plan or an Automatic Investment Plan.
Shareholders may rely on these statements in lieu of stock certificates. Stock
certificates representing shares of a Fund will not be issued.

TAXES

DISTRIBUTIONS OF NET INVESTMENT INCOME. The Funds receive income generally in
the form of dividends and interest on its investments. This income, less
expenses incurred in the operation of the Funds, constitutes a Fund's net
investment income from which dividends may be paid to you. Any distributions by
a Fund from such income will be taxable to you as ordinary income, whether you
receive them in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAIN. The Funds may derive capital gain or loss in
connection with sales or other dispositions of their portfolio securities.
Distributions from net short-term capital gain will be taxable to you as
ordinary income. Distributions from net long-term capital gain will be taxable
to you as long-term capital gain, regardless of how long you have held your
shares in a Fund. Any net capital gain realized by a Fund generally will be
distributed once each year, and may be distributed more frequently, if
necessary, to reduce or eliminate excise or income taxes on that Fund.

Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
capital gain dividends from a Fund's sale of securities held for more than five
years may be subject to a reduced rate of tax.

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS. The Funds will inform you of
the amount of your ordinary income and capital gain dividends at the time they
are paid, and will advise you of their tax status for federal income tax
purposes shortly after the close of each calendar year. If you have not held
Fund shares for a full year, a Fund may designate and distribute to you, as
ordinary income or capital gain, a percentage of income that is not equal to the
actual amount of such income earned during the period of your investment in such
Fund.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY. The Funds have elected
to be treated as a regulated investment companies under Subchapter M of the Code
and intend to so qualify during the current fiscal year. As a regulated
investment company, a Fund generally pays no federal income tax on the income
and gain it distributes to you. The Board of Trustees reserves the right not to
maintain the qualification of a Fund as a regulated investment company if it
determines such course of action to be beneficial to shareholders. In such case,
a Fund will be subject to federal, and possibly state, corporate taxes on its
taxable income and gain, and distributions to you will be taxed as ordinary
dividend income to the extent of a Fund's earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENTS. To avoid federal excise taxes, the Code
requires the Funda to distribute to you by December 31 of each year, at a
minimum, the following amounts: 98% of their taxable ordinary income earned
during the calendar year; 98% of their capital gain net income earned during the
twelve-month period ending October 31; and 100% of any undistributed amounts
from the prior year. The Funds intend to declare and pay these distributions in
December (or to pay them in January, in which case you must treat them as
received in December) but can give no assurances that their distributions will
be sufficient to eliminate all taxes.

REDEMPTION OF SHARES OF THE FUNDS. Redemptions (including redemptions in kind)
of Fund shares are taxable transactions for federal and state income tax
purposes. If you redeem shares of the Funds, the IRS will require that you
report any gain or loss on your redemption. If you hold your shares as a capital
asset, the gain or loss that you realize will be capital gain or loss and will
be long-term or short-term, generally depending on how long you hold your
shares.

Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
gain from the sale of shares of the Funds held for more than five years may be
subject to a reduced rate of tax.

Any loss incurred on the redemption of shares held for six months or less will
be treated as long-term capital loss to the extent of any long-term capital gain
distributed to you by the Funds on those shares. All or a portion of any loss
that you realize upon the redemption of your shares of the Funds will be
disallowed to the extent that you buy other shares in a Fund (through
reinvestment of dividends or otherwise) within 30 days before or after your
share redemption. Any loss disallowed under these rules will be added to your
tax basis in the new shares you buy.

DEFERRAL OF BASIS. If you redeem some or all of your shares in a Fund, and then
reinvest the sales proceeds in that Fund within 90 days of buying the original
shares, the sales charge that would otherwise apply to your reinvestment may be
reduced or eliminated. The IRS will require you to report any gain or loss on
the redemption of your original shares in the Fund. In doing so, all or a
portion of the sales charge that you paid for your original shares in a Fund
will be excluded from your tax basis in the shares sold (for the purpose of
determining gain or loss upon the sale of such shares). The portion of the sales
charge excluded will equal the amount that the sales charge is reduced on your
reinvestment. Any portion of the sales charge excluded from your tax basis in
the shares sold will be added to the tax basis of the shares you acquire from
your reinvestment.

U.S. GOVERNMENT SECURITIES. States grant tax-free status to dividends paid to
you from interest earned on certain U.S. government securities, subject in some
states to minimum investment or reporting requirements that must be met by the
Funds. Investments in Government National Mortgage Association or Federal
National Mortgage Association securities, bankers' acceptances, commercial paper
and repurchase agreements collateralized by U.S. government securities generally
do not qualify for tax-free treatment. The rules on exclusion of this income are
different for corporations.

DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS. If you are a corporate
shareholder, you should note that ___% of the dividends paid by the Internet
Index Fund for the most recent fiscal year qualified for the dividends-received
deduction. You may be allowed to deduct these qualified dividends, thereby
reducing the tax that you would otherwise be required to pay on these dividends.
The dividends-received deduction will be available only with respect to
dividends designated by a Fund as eligible for such treatment. All dividends
(including the deducted portion) must be included in your alternative minimum
taxable income calculation.

INVESTMENT IN COMPLEX SECURITIES. The Funds may invest in complex securities
that may be subject to numerous special and complex tax rules. These rules could
affect whether gain or loss recognized by a Fund is treated as ordinary or
capital, or as interest or dividend income. These rules could also accelerate
the recognition of income to a Fund (possibly causing a Fund to sell securities
to raise the cash for necessary distributions) and/or defer a Fund's ability to
recognize a loss. These rules could therefore affect the amount, timing or
character of the income distributed to you by the Funds.

PERFORMANCE INFORMATION

TOTAL RETURN. Average annual total return quotations used in the Funds'
advertising and promotional materials are calculated according to the following
formula:

P(1 + T)n = ERV

where P equals a hypothetical initial payment of $1,000; T equals average annual
total return; n equals the number of years; and ERV equals the ending redeemable
value at the end of the period of a hypothetical $1,000 payment made at the
beginning of the period.

Under the foregoing formula, the time periods used in advertising will be based
on rolling calendar quarters, updated to the last day of the most recent quarter
prior to submission of the advertising for publication. Average annual total
return, or "T" in the above formula, is computed by finding the average annual
compounded rates of return over the period that would equate the initial amount
invested to the ending redeemable value. Average annual total return assumes the
reinvestment of all dividends and distributions.

CUMULATIVE TOTAL RETURN. Cumulative total return represents the simple change in
value of an investment over a stated period and may be quoted as a percentage or
as a dollar amount. Total returns may be broken down into their components or
income and capital (including capital gains and changes in share price) in order
to illustrate the relationship between these factors and their contributions to
total return. Sales loads (if any) are reflected in the return that follows:

November 4, 1999 (inception date) to ________, 2000 _____%*

*This is not an annualized number. This percentage is reflected as of the
inception date.

OTHER INFORMATION. The Funds' performance data quoted in advertising and other
promotional materials represents past performance and is not intended to predict
or indicate future results. The return and principal value of an investment in a
Fund will fluctuate, and an investor's redemption proceeds may be more or less
than the original investment amount.

If permitted by applicable law, a Fund may be compared to data prepared by
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., the Donoghue Organization, Inc. or other independent services
which monitor the performance of investment companies, and may be quoted in
advertising in terms of its ranking in each applicable universe. In addition,
the Funds may use performance data reported in financial and industry
publications, including Barron's, Business Week, Forbes, Fortune, Investor's
Daily, IBC/Donoghue's Money Fund Report, Money Magazine, The Wall Street Journal
and USA Today.

In addition to the Index, the Funds may from time to time use the following
unmanaged indices for performance comparison purposes:

o S&P 500 - The S&P 500 is an index of 500 stocks designed to track the
overall equity market's industry weightings. Most, but not all, large
capitalization stocks are in the index. There are also some small
capitalization names in the index. The list is maintained by Standard &
Poor's Corporation. It is market capitalization weighted. There are
always 500 issuers in the S&P 500. Changes are made by Standard &
Poor's as needed.

o Russell 2000 - The Russell 2000 is composed of the 2,000 smallest stocks in
the Russell 3000, a market value weighted index of the 3,000 largest U. S.
publicly-traded companies.

o The Nasdaq Composite Index - The Nasdaq Composite Index is a
broad-based market capitalization-weighted index of all Nasdaq stocks.

AUDITORS

Arthur Andersen LLP, 100 East Wisconsin Avenue, Milwaukee, WI 53202 serves as
the Funds' independent auditor, whose services include examination of the Funds'
financial statements and the performance of other related audit and tax
services.

FINANCIAL STATEMENTS

The financial statements for the Internet Index Fund for the period November 4,
1999 through June 30, 2000 are incorporated herein by reference from the
Internet Index Fund's Annual Report, as filed with the Securities and Exchange
Commission on September 8, 2000. A copy of the Annual Report for the Internet
Index Fund may be obtained without charge by contacting the Funds at the address
located on the front of this SAI or by calling 1-800-234-0849. The Global
Biotech Index Fund and the Global Wireless Communications Fund have not
commenced operations and, accordingly, have no financial statements available at
this time.

IGAM GROUP FUNDS
PART C

OTHER INFORMATION

Item 23. EXHIBITS.

(a) Organizational Documents
(i) Certificate of Trust(1)
(ii) Agreement and Declaration of Trust2
(iii) Secretary's Certificate1

(b) By-Laws(1)

(c) Instruments Defining Rights of Security Holders -- The rights of
security holders are set forth in the Organizational Documents (See
Item 23(a)).

(d) Advisory Agreement(2)
(e) Underwriting Agreement(2)
(f) Bonus or Profit Sharing Contracts - Not applicable.
(g) Custody Agreement(1)
(h) Other Material Contracts
(i) Administration Agreement(1)
(ii) Transfer Agent Servicing Agreement(1)
(iii) Fund Accounting Servicing Agreement(1)
(i) Opinion and Consent of Counsel(2)
(j) Other Opinions and Consents
(i) Consent of Independent Public Accountants(3)
(ii) Power of Attorney(2)
(k) Omitted Financial Statements-- Not applicable.
(l) Agreement Relating to Initial Capital-- Not applicable.
(m) Rule 12b-1 Plan2
(n) Rule 18f-3 Plan-- Not applicable.
(O) Reserved.
(P) Code of Ethics
(i) Adviser3
(ii) Registrant3
(1) Incorporated by reference to the Initial Registration Statement on Form
N-1A filed July 22, 1999.
(2) Incorporated by reference to the Pre-Effective Amendment No. 1 to the
Registration Statement filed on October 8, 1999.
(3) Incorporated by reference to the Post-Effective Amendment No. 1 to the
Registration Statement filed on September 29, 2000.

Item 24. Persons Controlled by or Under Common Control with REgistrant.

No person is directly or indirectly controlled by or under common
control with the Registrant.

Item 25. Indemnification.

Under the terms of the Delaware Business Trust Act (the "Delaware Act")
and the Registrant's Agreement and Declaration of Trust and By-laws, no officer
or trustees of the Registrant shall have any liability to the Registrant or its
shareholders for damages, except to the extent such liability is precluded by
the Delaware Act, the Agreement and Declaration of Trust, or the By-Laws.

Subject to the standards and restrictions set forth in the Registrant's
Agreement and Declaration of Trust, Section 3817 of the Delaware Act permits a
business trust to indemnify any trustee, beneficial owner, or other person from
and against any claims and demands whatsoever. Section 3803 of the Delaware Act
protects a trustee, when acting in such capacity, from liability to any person
other than the business trust or beneficial owner for any act, omission, or
obligation of the business trust or any trustee thereof, except as otherwise
provided in the Agreement and Declaration of Trust.

The Agreement and Declaration of Trust provides that the officers and
trustees shall not be liable for any act or omission of any agent or employee of
the Registrant, any investment adviser or principal underwriter of the
Registrant, or with respect to each trustee or officer, the act or omission of
any other trustee or officer. Subject to the provisions of the By-laws, the
Registrant, out of its assets, shall indemnify and hold harmless each and every
officer and trustee from and against any and all claims and demands whatsoever
arising out of or related to such officer's or trustee's performance of his or
her duties as an officer or trustee of the Registrant. This limitation on
liability applies to events occurring at the time a person serves as a trustee
or officer of the Registrant whether or not such person is a trustee or officer
at the time of any proceeding in which liability is asserted. Nothing herein
contained shall indemnify, hold harmless or protect any officer or trustee from
or against any liability to the Registrant or any shareholder to which such
person would other wise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office.

The By-laws provide that in actions by others that the Registrant, the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any proceeding (other than an action by or in the right of
the Registrant) by reason of the fact that such person is or was an agent of the
Registrant, against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with such proceeding if such
person acted in good faith and in a manner that such person reasonably believed
to be in the best interests of the Registrant and in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith or in a manner
which the person reasonably believed to be in the best interests of the
Registrant or that the person had reasonable cause to believe that the person's
conduct was unlawful. The By-laws provide that in actions by the Registrant, the
Registrant shall indemnify any person who was or is a party to any threatened,
pending or completed action by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that the person is or was an agent
of the Registrant, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of that action if that
person acted in good faith, in a manner that person believed to be in the best
interests of the Registrant and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar
circumstances.

Notwithstanding any provision to the contrary contained in the By-laws,
there shall be no right to indemnification for any liability arising by reason
of willful misfeasance, bad faith, gross negligence, or the reckless disregard
of the duties involved in the conduct of the agent's office with the Registrant.

No indemnification shall be made under the provisions of the By-laws:

(a) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to the Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of
all the circumstances of the case, that person was not
liable by reason of the disabling conduct set forth in the
preceding paragraph and is fairly and reasonably entitled
to indemnity for the expenses which the court shall
determine; or

(b) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis
that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken
in the person's official capacity; or

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

To the extent that an agent of the Registrant has been successful on
the merits in defense of any proceeding referred to in the above paragraphs or
in defense of any claim, issue or matter therein, before the court or other body
before whom the proceeding was brought, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection therewith,
provided that the Board of Trustees, including a majority who are disinterested,
non-party trustees, also determines that based upon a review of the facts, the
agent was not liable by reason of the disabling conduct referred to above and as
set forth in the By-laws.

Except as provided in the above paragraph concerning a successful
defense, any indemnification under the provisions of the By-laws shall be made
by the Registrant only if authorized in the specific case on a determination
that indemnification of the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in the By-laws and is
not prohibited from indemnification because of the disabling conduct referred to
above and as set forth in the By-laws:

(a) A majority vote of a quorum consisting of trustees who are not parties
to the proceeding and are not "interested persons" of the Trust (as
defined in the 1940 Act); or
(b) A written opinion by an independent legal counsel.

To the fullest extent permitted by applicable law, the officers and
trustees shall be entitled and have the authority to purchase with the assets of
the Registrant, insurance for liability and for all expenses reasonably incurred
or paid or expected to be paid by a trustee or officer in connection with any
claim, action, suit or proceeding in which such person becomes involved by
virtue of such person's capacity or former capacity with the Registrant, whether
or not the Registrant would have the power to indemnify such person against such
liability under the provisions of Article VII of its Agreement and Declaration
of Trust.

Item 26. Business and Other Connections of the Investment Adviser.

In addition to acting as the investment manager of the Registrant,
Integrity Global Asset Management, Inc. is an SEC-registered investment adviser
and may, in the future, provide investment advisory services to institutional
and individual investors.

Eugene Y.W. Lee, Ph.D., the President of the Integrity Global Asset
Management, Inc. is an Associate Professor of Finance at the College of Business
of the University of Rhode Island, in Kingston, Rhode Island. Though still a
faculty member, Dr. Lee has taken an indefinite sabbatical leave from the
University in order to devote his full attention to the operation of Integrity
Global Asset Management, Inc.

Item 27. Principal Underwriter.

(a) T.O. Richardson Securities, Inc., the principal underwriter of the
Registrant, acts as principal underwriter, depositor or investment
advisor for the following other investment companies:

The Grand Prix Fund
T.O. Richardson Trust
The Barrett Funds
The Simms Funds

(b) Herewith is the information required by the following table with
respect to each director, officer or partner of the only
underwriter named in answer to Item 20 of Part B:
<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITION AND OFFICES WITH POSITIONS AND OFFICES WITH
BUSINESS ADDRESS UNDERWRITER REGISTRANT
------------------------------------------- ------------------------------------------ ------------------------------
<S> <C> <C>
Samuel Bailey, Jr. President and Chief Executive Officer None
Two Bridgewater Road
Farmington, CT 06032-2256
------------------------------------------- ------------------------------------------ ------------------------------
L. Austine Crowe Vice President None
Two Bridgewater Road
Farmington, CT 06032-2256
------------------------------------------- ------------------------------------------ ------------------------------
Kathleen M. Russo Vice President None
Two Bridgewater Road
Farmington, CT 06032-2256
------------------------------------------- ------------------------------------------ ------------------------------
</TABLE>

Item 28. Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940, as amended, and the Rules promulgated
thereunder, are maintained by the Registrant's investment manager, Integrity
Global Asset Management, Inc., South Kingston Office Park, Suit A5, 24 Salt Pond
Road, Wakefield, RI 02879, except for those maintained by the Registrant's
custodian, Firstar Bank, N.A., 425 Walnut Street, Cincinnati 45202, and the
Registrant's Administrator, Transfer, Redemption, Dividend Disbursing and
Accounting Agent, Firstar Mutual Fund Services, LLC, 615 East Michigan Street,
Milwaukee, Wisconsin 53202.

Item 29. Management Services not Discussed In Parts A and B.

Not applicable.

Item 30. Undertakings.

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement under Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed below on its behalf by the undersigned, duly authorized,
in the City of Wakefield and the State of Rhode Island, on the 10th day of
October, 2000.

IGAM GROUP FUNDS

BY: /S/ EUGENE Y.W. LEE, PH.D.
--------------------------
Eugene Y.W. Lee, Ph.D.
Trustee, President, Treasurer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on October 10, 2000 by the
following persons in the capacities indicated.

SIGNATURE TITLE

/S/ EDWARD M. MAZZE, PH.D. Chairman of the Board of Trustees
--------------------------
Edward M. Mazze, Ph.D.*

/S/ ANDREW LAVIANO Trustee
-------------------
Andrew Laviano*

/S/ EUGENE Y.W. LEE, PH.D. Trustee, President, Treasurer and
--------------------------
Eugene Y.W. Lee, Ph.D. Secretary

/S/ HARRIS N. ROSEN Trustee
-------------------
Harris N. Rosen*

/S/ BRUCE WHYTE Trustee
---------------
Bruce Whyte*

By /S/ EUGENE Y.W. LEE, PH.D.
--------------------------
*Eugene Y.W. Lee, Ph.D., pursuant to Power of Attorney filed October 8, 1999.

EXHIBIT INDEX

EXHIBIT STATUS

Registrant's Certificate of Trust filed in Delaware on July 16, 1999 *

Registrant's Agreement and Declaration of Trust *

Secretary's Certificate dated September 30, 1999 *

Investment Management Agreement between Integrity Global
Asset Management, Inc.and the Registrant on behalf of the
Internet Index Fund *

Distribution Agreement between T.O. Richardson Securities, Inc. and the *
Registrant on behalf of the Internet Index Fund

Custodian Agreement between Registrant and Firstar Bank, N.A. *

Fund Administration Servicing Agreement between Registrant
and Firstar MutualFund Services, LLC *

Fund Transfer Agent Servicing Agreement between Registrant
and Firstar Mutual Fund Services, LLC *

Fund Accounting Servicing Agreement between Registrant
and Firstar Mutual Fund Services, LLC *

Opinion and Consent of Counsel *

Consent of Arthur Andersen LLP *

Power of Attorney *

Rule 485(b) Certification from Counsel *

Distribution and Shareholder Servicing Plan *

Code of Ethics for IGAM Group Funds *

Code of Ethics for Integrity Global Asset Management, Inc. *

* Previously filed and incorporated by reference.