WHATIFI FUNDS, 497, 2000-08-01

WHATIFI FUNDS
497, 2000-08-01

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PROSPECTUS JULY 11, 2000

WHATIFI FUNDS

WHATIFI S&P 500 INDEX FUND

WHATIFI EXTENDED MARKET INDEX FUND

WHATIFI INTERNATIONAL INDEX FUND

WHATIFI TOTAL BOND INDEX FUND

WHATIFI MONEY MARKET FUND

<PAGE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

(ii)

TABLE OF CONTENTS

PAGE

PLEASE READ THIS PROSPECTUS...........................................

WHO CAN INVEST IN THE FUNDS?..........................................

WHAT IS THE INVESTMENT PHILOSOPHY BEHIND THE Whatifi FUNDS?...........

WHAT IS INDEXING?.....................................................

WHAT IS A MASTER-FEEDER STRUCTURE?....................................

WHAT FUNDS DOES Whatifi OFFER?........................................

FUND PROFILES.........................................................

- -WHATIFI S&P 500 INDEX FUND.................................

- -WHATIFI EXTENDED MARKET INDEX FUND.........................

- -WHATIFI INTERNATIONAL INDEX FUND...........................

- -WHATIFI TOTAL BOND INDEX FUND..............................

- -WHATIFI MONEY MARKET FUND..................................

WHY INVEST IN INDEX FUNDS?............................................

WHAT DO LARGE-CAP, MID-CAP OR SMALL CAP MEAN?.........................

MORE INFORMATION ON THE FUNDS.........................................

THE FUNDS' MANAGEMENT.................................................

THE FUNDS' STRUCTURE..................................................

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

HOW TO BUY AND SELL SHARES OF THE WHATIFI FUNDS.......................

BUYING A DIVIDEND.....................................................

DIVIDENDS, AND OTHER DISTRIBUTIONS....................................

TAX CONSEQUENCES......................................................

<PAGE>

GLOSSARY......................................................................

MORE INFORMATION..............................................................

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the Statement
of Additional Information, and if given or made, such information or
representations may not be relied upon as having been authorized by the Funds.
This Prospectus does not constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be made.

<PAGE>

PLEASE READ THIS PROSPECTUS

This Prospectus discusses the investment objective, risks, and strategies of
each of the five Whatifi Funds. There are currently four Whatifi Index Funds and
the Whatifi Money Market Fund. Please keep this Prospectus for future reference.

WHO CAN INVEST IN THE FUNDS?

The Funds described in this Prospectus were created for online investors with a
long-term investing outlook. To purchase shares of a Fund, please follow the
instructions on our website, www.whatifi.com. You will also need to complete the
Whatifi Funds Account Application process and follow the instructions under "How
to Buy and Sell Shares" further on in this Prospectus.

In order to invest in the Funds, you must consent to receive all information
about the Funds electronically, both to open an account and during the time you
own shares of a Fund. You must also maintain your e-mail account; however, paper
information will be provided to you free, upon request. Send your request to
Whatifi Funds, P.O. Box 182113, Columbus, Ohio 43218-2113. If the Securities and
Exchange Commission ("SEC") allows shareholders who have revoked their consent
to be charged for paper delivery of shareholder information, such shareholders
will be charged a fee to offset the costs of printing, shipping and handling
paper information.

WHAT IS THE INVESTMENT PHILOSOPHY BEHIND THE WHATIFI FUNDS?

We believe that optimal performance is closely aligned with a practical,
long-term and cost-effective approach to investing. The Funds described in this
Prospectus were created for the online investor. In combination, they allow for
diversification across different asset classes. We do not believe in gimmicks,
stock picking, market timing or day trading. We believe that sound, long-term
investing strategies win the day and look forward to catering to online
investors who share our view.

WHAT IS INDEXING?

Index funds are often described as "passively managed" because the portfolio
manager looks to the underlying index to determine which securities the fund
should own. For example, in the case of the Whatifi S&P 500 Index Fund, the
underlying index is the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500 Index").* The alternative is an "actively managed" approach where
investment decisions relating to the fund's holdings are based upon the
particular methodologies and judgments of a portfolio manager.

*........"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's
500(R)," and "500" are trademarks of The McGraw-Hill Companies, Inc. and have
been licensed for use by Whatifi Financial Inc. The S&P 500 Fund is not
sponsored, endorsed, sold, or promoted by Standard & Poor's and Standard &
Poor's makes no representation, regarding the advisability of investing in the
S&P 500 Fund.

<PAGE>

WHAT IS A MASTER/FEEDER FUND STRUCTURE?

The Whatifi Funds are feeder funds investing all of their assets in a
corresponding master fund. A master/feeder structure is a two-tier
structure that consists of a master portfolio investing in securities,
and a feeder fund investing in the master portfolio. Barclays Global
Fund Advisors ("BGFA") serves as the investment adviser to each of the
master portfolios in which the Funds invest. BGFA is a subsidiary of
Barclays Global Investors, N.A., the world's largest institutional
investment adviser. As of March 31, 2000, BGFA and its affiliates
provided investment advisory services for over $809 billion of assets.

Since the investment characteristics and investment risks of the Funds
are aligned with those of each Fund's corresponding master portfolio,
the following discussion regarding each Fund's investment objective,
policies and risks also includes a description of the investment
objective, policies and risks associated with the investments of each
corresponding master portfolio. Each Fund's performance will correspond
to the performance of the related master portfolios, except that the
Fund's performance will be lower because its performance reflects the
fees and expenses of both the Fund and the Master Portfolio. Like all
mutual funds, each Fund is subject to investment risks. You may lose
money if you invest in the Funds.

WHAT FUNDS DOES Whatifi OFFER?

Whatifi offers three stock index funds, a bond index fund, and a money
market fund. Each Index Fund seeks to track a different segment of the
U.S. and international markets:
<TABLE>
<CAPTION>
<S> <C>

INDEX FUND SEEKS TO APPROXIMATE AS CLOSELY AS PRACTICABLE BEFORE
FEES AND EXPENSES:

Whatifi S&P 500 Index Fund The performance of the S&P 500 Index

Whatifi Extended Market Index Fund The performance of the Wilshire 4500 Index

Whatifi International Index Fund The performance of the Morgan Stanley Capital
International EAFE Index

Whatifi Total Bond Index Fund The performance of the Lehman Brothers
Government/Corporate Bond Index

</TABLE>

<PAGE>

The Whatifi Money Market Fund seeks to provide shareholders with a high
level of income, while preserving capital and liquidity, by investing in
high-quality, short-term investments.

FUND PROFILES

This Prospectus contains profiles that summarize key features of each Fund.
Following the profiles, you will find important additional information about the
Funds.

FUND PROFILE --WHATIFI S&P 500 INDEX FUND

The following profile summarizes important aspects of the Whatifi S&P 500 Index
Fund.

INVESTMENT OBJECTIVE

The Fund's goal is to approximate as closely as practicable, before fees and
expenses, the performance of the S&P 500 Index.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing all of its
assets in the S&P 500 Index Master Portfolio ("S&P 500 Portfolio"), a series of
Master Investment Portfolio, a registered open-end management investment company
advised by BGFA. The S&P 500 Portfolio seeks to provide investment results that
correspond (before fees and expenses) to the total return of the publicly traded
common stocks as represented by the S&P 500 Index. The S&P 500 Index consists of
the common stocks of 500 leading, large capitalization U.S. companies from a
broad range of industries.

Under normal market conditions, the S&P 500 Portfolio invests at least 90% of
its total assets in the same stocks and in substantially the same percentages as
the S&P 500 Index. This is sometimes called a replication method of following an
index. Over time, the S&P 500 Portfolio attempts to achieve in both rising and
falling markets, a correlation of at least 95% between the
capitalization-weighted total return of its net assets before fees and expenses
and that of the S&P 500 Index. A correlation of 100% means the total return of
the S&P 500 Portfolio's assets would increase and decrease the same as the S&P
500 Index.

PRINCIPAL RISKS

The Fund's total return, like stock prices generally, will fluctuate within a
wide range, so you could lose money over short or even long periods. Stock
markets tend to move in cycles, with periods of rising prices and periods of
falling prices.

<PAGE>

The Fund is also subject to investment style risk, which is the risk that
returns from large-capitalization stocks, like other stock classes, will trail
returns from other asset classes or the overall stock market.
Large-capitalization stocks tend to go through cycles of doing better (or worse)
than the stock market in general. These periods can and have, in the past,
lasted for as long as several years.

The Fund is also subject to tracking error risk, which is the risk that it will
not closely track the S&P 500 Index. For example, the S&P 500 Portfolio will
need to maintain cash to pay redemptions and expenses and this may affect the
performance of the S&P 500 Index Fund.

No attempt is made to individually select stocks because the S&P 500 Portfolio
is managed by determining which securities are to be bought or sold to
replicate, to the extent feasible, the S&P 500 Index.

PERFORMANCE/RISK INFORMATION

The bar chart and table below provide an indication of the risks of investing in
the Fund by showing changes in the S&P 500 Portfolio's performance from year to
year. The bar chart shows the year-by-year returns of the S&P 500 Portfolio. The
S&P 500 Portfolio's returns shown below in the bar chart and table have been
adjusted to account for estimated expenses payable at the Fund level, but do not
take into account fee waivers and reimbursements. The average annual total
return table compares the S&P 500 Portfolio's average annual return with the
return of the corresponding index for one and five years and since inception.
Past performance is not necessarily an indication of future performance.

S&P 500 Portfolio [BAR CHART]

1994 -0.86% 1997 31.29%

1995 35.58% 1998 24.10%

1996 21.62% 1999 19.53%

During the period shown in the bar chart, the highest return for a calendar
quarter was 17.17% (quarter ended June 30, 1997) and the lowest return for a
quarter was -10.14% (quarter ended September 30, 1998).

S&P 500 Portfolio Average Annual Total Returns (As of December 31, 1999)

One Year Five Years Since Inception - July 2,
1993*

S&P 500 Portfolio 19.53% 26.28% 20.34%

S&P 500 Index 21.04% 28.55% 22.46%

<PAGE>

*The S&P 500 Index is calculated from June 30, 1993.

FEES AND EXPENSES1

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) Imposed on Reinvested

Dividends and Other Distributions None

Redemption Fee2
(within 90 days of purchase)
(as a percentage of amount redeemed) 1.00%

Exchange Fee None

Maximum Account Fee3 $20

<PAGE>

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

Management Fees 4 0.80%

Distribution and/or Service (12b-1) Fees None

Other Expenses5 0.00%

Total Annual Fund Operating Expenses 4 0.80%

Fee Waiver and Expense Reimbursement6 0.25%

Net Operating Expenses 0.55%

------------------
1 The fees and expenses in the Table and Example below reflect those of
both the S&P 500 Portfolio and the Fund.

2 In addition, a wire transfer fee is charged in the case of redemptions
made by wire. Such fee is subject to change and is currently $10.

3 The Funds will apply a $5 quarterly account maintenance fee upon
shareholders who fail to maintain a total (sum of investments in all of the
Funds) account balance of $10,000. This fee applies to the shareholder's total
account with the Funds and is not a fee charged to the Funds. Shareholders with
non-retirement accounts have 30 days to reach the minimum account balance and
shareholders with retirement accounts have 90 days to reach the minimum.
Shareholders who have enrolled in the automatic investment plan have one year to
reach the minimum balance.

4 The expenses shown under Annual Fund Operating Expenses are based upon
contractual arrangements by which the Adviser pays all expenses of managing and
operating the Funds, including also the fees and expenses of the Portfolios,
except brokerage expenses, taxes, interest, and extraordinary expenses, from the
advisory fee or its own resources. This arrangement is known as an all-inclusive
fee. The S&P 500 Portfolio pays BGFA an annual fee at the rate of 0.05% of the
Portfolio's average daily net assets. The Fund bears a pro rata portion of this
fee; however, the Adviser is contractually required to pay these expenses.

5 "Other Expenses" are estimates for the Fund's current fiscal year. Such
expenses are expected to be de minimis.

6 The Adviser has entered into a written expense limitation and
reimbursement agreement with the Trust, under which it has agreed to waive its
investment advisory fee and reimburse expenses to the extent necessary to
maintain Net Operating Expenses at 0.55%. The expense limitation and
reimbursement agreement is in effect for an initial term ending June 30, 2001
and will be renewed thereafter automatically for one year terms on an annual
basis. The agreement can be changed, terminated or not renewed by the Trust only
upon providing thirty days' prior notice.

Example

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of these periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
(including one year of capped expenses in each period) remain the same. Although
your actual costs may be higher or lower, based on these assumptions, your costs
would be:

One Year Three Years

$56...... $230

<PAGE>

ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS

Dividends, if any, are distributed quarterly in March, June, September, and
December; capital gains, if any, are distributed annually in December.

INVESTMENT ADVISER

Whatifi Asset Management, Inc., San Francisco, California

AVAILABLE FOR IRAS

Yes

MINIMUM INITIAL INVESTMENT

$100 (aggregated across the Funds). The Funds will apply a $5 quarterly account
maintenance fee upon shareholders who fail to maintain a total (sum of
investments in all of the Funds) account balance of $10,000. This fee is
designed to offset in part the relatively higher costs of servicing smaller
accounts. This fee, payable to the Adviser, applies to the shareholder's total
account with the Funds and is not a fee charged to the Funds. Shareholders with
non-retirement accounts have 30 days to reach the minimum account balance and
shareholders with retirement accounts have 90 days to reach the minimum.
Shareholders who have enrolled in the automatic investment plan have one year to
reach the minimum balance. See "Minimum Investment Requirements" for additional
information.

FUND PROFILE -- WHATIFI EXTENDED MARKET INDEX FUND

The following profile summarizes important aspects of Whatifi Extended Market
Index Fund.

INVESTMENT OBJECTIVE

The Fund's goal is to match as closely as practicable, before fees and expenses,
the performance of the Wilshire 4500 Index.****

PRINCIPAL INVESTMENT STRATEGIES

**** "Wilshire Associates," "Wilshire 4500 Equity Index", "Wilshire 4500
Completion Index" and "Wilshire 4500" are trademarks of Wilshire Associates,
Inc. The Fund is not sponsored, endorsed, sold or promoted by Wilshire
Associates, Inc. and Wilshire Associates, Inc. makes no representation, express
or implied, regarding the advisability of investing in the Fund.

<PAGE>

The Fund seeks to achieve its investment objective by investing all of its
assets in the Wilshire 4500 Index Master Portfolio (the "Extended Index
Portfolio"), a series of Master Investment Portfolio. The Extended Index
Portfolio seeks to provide investment results that correspond (before fees and
expenses) to the total return of the publicly traded common stocks as
represented by the Wilshire 4500 Index. The Wilshire 4500 Index consists of the
small to mid capitalization U.S. common stocks regularly traded on the New York
and American Stock Exchanges and the Nasdaq over-the-counter market, except
those stocks included in the S&P 500 Index. Capitalizations of stocks included
in the Wilshire 4500 Index range from less than $1 billion to in excess of $10
billion.

The Extended Index Portfolio invests in a representative sample of the stocks
comprising the Wilshire 4500 Index. Stocks are selected for investment by the
Extended Index Portfolio in accordance with their capitalization, industry
sector and valuation, among other factors so that they will resemble the full
index. This is sometimes called a sampling method of following an index.

Under normal market conditions, the Extended Index Portfolio invests at least
90% of its total assets in the stocks comprising the Wilshire 4500 Index. Over
time, the Extended Index Portfolio attempts to achieve, in both rising and
falling markets, a correlation of at least 95% between the
capitalization-weighted total return of its assets before fees and expenses and
that of the Wilshire 4500 Index. A correlation of 100% means the performance of
the Extended Market Master Portfolio would increase and decrease exactly the
same as the Wilshire 4500 Index.

PRINCIPAL RISKS

The Fund's total return, like stock prices generally, will fluctuate within a
wide range, so an investor could lose money over short or even long periods.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices.

The Fund is also subject to investment style risk, which is the chance that
returns from mid- or small-capitalization stocks will trail returns from other
asset classes or the overall stock market. Small and mid-cap stocks historically
have been more volatile in price than the large-cap stocks that dominate the S&P
500 Index, and perform differently than the overall stock market. Smaller
companies tend to have fewer products and services and have more limited
financial resources than larger companies. Their securities may also trade less
frequently and in smaller amounts than those of larger companies.

The Fund is also subject to tracking error risk, which is the risk that it will
not closely track the Wilshire 4500 Index. For example, the Extended Index
Portfolio will need to maintain cash to pay redemptions and expenses and this
may affect the performance of the Extended Market Index Fund.

No attempt is made to manage the portfolio of the Extended Index Portfolio using
economic, financial or market analyses. The Extended Index Portfolio is managed
by determining which securities are to be purchased or sold to match, to the
extent feasible, the capitalization range and returns of the Wilshire 4500
Index.

PERFORMANCE/RISK INFORMATION

<PAGE>

No bar chart or performance table is provided because neither the Extended Index
Portfolio nor the Fund has had a full calendar year of operations.

FEES AND EXPENSES1

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

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases

(as a percentage of offering price) None

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

and Other Distributions None

Redemption Fee (within 90 days of purchase)2
(as a percentage of amount redeemed) 1.00%

Exchange Fee None

Maximum Account Fee3 $20

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

Management Fees 4 0.80%

<PAGE>

Distribution and/or Service (12b-1) Fees None

Other Expenses5 0.00%

Total Annual Fund Operating Expenses:4 0.80%

Fee Waiver and Expense Reimbursement6 0.25%

Net Operating Expenses 0.55%

1 The fees and expenses in the Table and Example below reflect those of
both the Extended Index Portfolio and the Fund.

2 In addition, a wire transfer fee is charged in the case of redemptions
made by wire. Such fee is subject to change and is currently $10.

4 The expenses shown under Annual Fund Operating Expenses are based upon
contractual arrangements by which the Adviser pays all expenses of managing and
operating the Fund, including also the fees and expenses of the Portfolios,
except brokerage expenses, taxes, interest, and extraordinary expenses, from the
advisory fee or its own resources. This arrangement is known as an all-inclusive
fee. The Extended Index Portfolio pays BGFA an annual fee at the rate of 0.08%
of the Portfolio's average daily net assets. The Portfolio also imposes an
annual administration fee of 0.02% of the Portfolio's average daily net assets.
The Fund bears a pro rata portion of these fees; however, the Adviser is
contractually required to pay these expenses.

5 "Other Expenses" are estimates for the Fund's current fiscal year. Such
expenses are expected to be de minimis.

Example

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of these periods. The Example also assumes
that your investment has a 5% return each year, and that the Fund's operating
expenses (including one year of capped expenses in each period) remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

One Year Three Years

$56...... $230

ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS

<PAGE>

Dividends, if any, are distributed quarterly in March, June, September, and
December; capital gains, if any, are distributed annually in December.

INVESTMENT ADVISER

Whatifi Asset Management Inc., San Francisco, California

AVAILABLE FOR IRAS

Yes

MINIMUM INITIAL INVESTMENT

FUND PROFILE -- WHATIFI INTERNATIONAL INDEX FUND

The following profile summarizes important aspects of Whatifi International
Index Fund.

INVESTMENT OBJECTIVE

The Fund's goal is to approximate as closely as practicable, before fees and
expenses, the performance of the Morgan Stanley Capital International, Europe,
Australia, Far East Free Index (the "EAFE Index")****.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing all of its
assets in the EAFE Index Master Portfolio (the "International Portfolio"), a
series of Master Investment Portfolio. The International Portfolio seeks to
match the total return performance of foreign stock markets by investing in
common stocks that comprise the EAFE Index. The EAFE Index tracks stocks of
companies located in Europe, Australia and the Far East. The EAFE Index is made
up of stocks of companies located in 15 western European countries, Australia,
New Zealand, Hong Kong, Japan, Malaysia and Singapore. Companies comprising the
EAFE Index are not limited to a particular capitalization.

**** "Morgan Stanley Capital International, Europe, Australia, Far East
Free Index"(R), EAFE Free Index(R) and "EAFE"(R) are trademarks of Morgan
Stanley Capital International ("MSCI"). The International Index Fund is not
sponsored, endorsed, sold, or promoted by MSCI and MSCI makes no representation,
express or implied, regarding the advisability of investing in the International
Index Fund.

<PAGE>

The International Portfolio invests in a representative sample of stocks of
companies included in the EAFE Index. Stocks are selected for investment by the
Portfolio in accordance with their capitalization, industry sector, and
valuation, among other factors so that they will resemble the full index. This
method of following an index is sometimes referred to as sampling.

Under normal market conditions, at least 90% of the value of the International
Portfolio's total assets will be invested in stocks comprising the EAFE Index.
Over time, the International Portfolio attempts to achieve in both rising and
falling markets, a correlation of at least 95% between the total return of its
assets before fees and expenses and the total return of the EAFE Index. A
correlation of 100% would mean the total return of the International Portfolio's
assets would increase and decrease exactly the same as the EAFE Index.

PRINCIPAL RISKS

The Fund's total return, like stock prices generally, will fluctuate within a
wide range, so an investor could lose money over short or even long periods. The
Fund is also subject to investment style risk which is the chance that returns
from international stocks will trail returns from other asset classes or the
overall stock market.

The Fund is subject to country risk, which is the chance that a country's
economy will be hurt by political factors, financial issues or natural
disasters. This risk is increased to the extent the International Portfolio
invests in emerging markets, which can be volatile.

The Fund is subject to foreign investment risk. This means that it can be
affected by the risks of converting currencies; foreign government controls on
foreign investment; repatriation of capital and currency and exchange; foreign
taxes; inadequacy of some regimes of foreign supervision and regulation;
volatility from lack of liquidity; and political, economic or social
instability.

The Fund is subject to currency risk, which is the chance that returns will be
hurt by a rise in the value of the U.S. dollar compared to foreign currencies.

The Fund is subject to investment style risk, which is the chance that returns
from foreign stocks will trail returns from other asset classes or the overall
stock markets.

The Fund is subject to small company risk. Compared to larger, well-established
companies, smaller companies are more likely to have limited product lines,
limited capital resources and less experienced management. In addition,
securities of smaller companies are more likely to experience sharp swings in
market value and more difficult to sell at times at prices the Adviser deems
appropriate. Small company securities also offer greater risk of losses.

The Fund is also subject to tracking error risk , which is the risk that it will
not closely track the EAFE Index. For example, the International Portfolio will
need to maintain cash to pay redemptions and expenses and this may affect the
performance of the International Index Fund.

<PAGE>

No attempt is made to manage the portfolio of the International Portfolio using
economic, financial or market analyses. The International Portfolio is managed
by determining which securities are to be purchased or sold to match to the
extent feasible, the capitalization range and returns of the EAFE Index.

PERFORMANCE/RISK INFORMATION

No bar chart or performance table is provided because neither the International
Portfolio nor the Fund has had a full year of operations.

FEES AND EXPENSES1

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

and Other Distributions None

Redemption Fee2
(within 90 days of purchase)
(as a percentage of amount redeemed) 1.00%

Exchange Fee None

Maximum Account Fee3 $20

<PAGE>

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

Management Fees 4 0.80%

Distribution and/or Service (12b-1) Fees None

Other Expenses 5 0.00%

Total Annual Fund Operating Expenses 4 0.80%

Fee Waiver and Expense Reimbursement6 0.25%

Net Operating Expenses 0.55%

1 The fees and expenses in the Table and Example below reflect those of
both the International Portfolio and the Fund.

2 In addition, a wire transfer fee is charged in the case of redemptions
made by wire. Such fee is subject to change and is currently $10.

4 The expenses shown under Annual Fund Operating Expenses are based upon
contractual arrangements by which the Adviser pays all expenses of managing and
operating the Funds, including also the fees and expenses of the Portfolios,
except brokerage expenses, taxes, interest, and extraordinary expenses, from the
advisory fee or its own resources. This arrangement is known as an all-inclusive
fee. The International Portfolio pays BGFA an annual fee at the rate of 0.15% of
the Portfolio's average daily net assets. The Portfolio also imposes an annual
administrative fee of 0.10% of the Portfolio's average daily net assets. The
Fund bears a pro rata portion of these fees; however, the Adviser has assumed
payment for these expenses. The Fund bears a pro rata portion of these fees;
however, the Adviser is contractually required to pay these expenses.

5 "Other Expenses" are estimates for the Fund's current fiscal year.
Such expenses are expected to be de minimis.

Example

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the 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 the Fund's operating expenses
(including one year of capped expenses in each period) remain the same. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:

<PAGE>

One Year Three Years

$56...... $230

ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS

Dividends, if any, are distributed quarterly in March, June, September,
and December; capital gains, if any, are distributed annually in
December.

INVESTMENT ADVISER

Whatifi Asset Management, Inc., San Francisco, California

AVAILABLE FOR IRAS

Yes

MINIMUM INITIAL INVESTMENT

$100 (aggregated across the Funds). The Funds will apply a $5 quarterly
account maintenance fee upon shareholders who fail to maintain a total
(sum of investments in all of the Funds) account balance of $10,000.
This fee is designed to offset in part the relatively higher costs of
servicing smaller accounts. This fee, payable to the Adviser, applies to
the shareholder's total account with the Funds and is not a fee charged
to the Funds. Shareholders with non-retirement accounts have 30 days to
reach the minimum account balance and shareholders with retirement
accounts have 90 days to reach the minimum. Shareholders who have
enrolled in the automatic investment plan have one year to reach the
minimum balance. See "Minimum Investment Requirements" for additional
information.

FUND PROFILE -- WHATIFI TOTAL BOND INDEX FUND

The following profile summarizes important aspects of Whatifi Total Bond
Index Fund.

INVESTMENT OBJECTIVE

The Fund's goal is to approximate as closely as practicable, before fees
and expenses, the performance of the Lehman Brothers
Government/Corporate Bond Index (the "LB Bond Index").****

PRINCIPAL INVESTMENT STRATEGIES

**** The Lehman Brothers Government/Corporate Bond Fund Index(R) is a
trademark of Lehman Brothers. The Total Bond Index Fund is not
sponsored, endorsed, sold or promoted by Lehman Brothers and Lehman
Brothers makes no representation, express or implied, regarding the
advisability of investing in the Total Bond Index Fund.

<PAGE>

The Fund seeks to achieve its investment objective by investing all of its
assets in the Bond Index Master Portfolio (the "Bond Portfolio"), a series of
Master Investment Portfolio. The Bond Portfolio seeks to replicate the total
return of the LB Bond Index. The LB Bond Index consists of approximately 6500
fixed income securities, including U.S. Government securities and investment
grade corporate bonds each with an issue size of at least $150 million and a
remaining maturity of greater than one year.

Under normal market conditions, the Bond Portfolio will invest at least 65% of
its total assets in fixed income securities. The Bond Portfolio invests in a
representative sample of securities from the LB Bond Index that resembles the
full index. This method of following an index is sometimes known as sampling.
For sampling purposes bonds are selected for investment by the Bond Portfolio
based on various factors, including among others, the relative proportion of
such securities in the LB Bond Index, credit quality, issuer sector, maturity
structure, coupon rates and callability

Under normal market conditions, the Bond Portfolio invests at least 90% of its
total assets in securities comprising the LB Bond Index. The Bond Portfolio
attempts to achieve, in both rising and falling markets, a correlation of at
least 95% between the total return of the Bond Portfolio's net assets before
fees and expenses and the total return of the LB Bond Index. A correlation of
100% would mean the total return of the Bond Portfolio's assets would increase
and decrease exactly the same as the LB Bond Index.

PRINCIPAL RISKS

The Fund is subject to several risks, any of which could cause you to lose
money.

The Fund is subject to interest rate risk, which is the chance that bond prices
overall will decline over short or even long periods due to rising interest
rates. Interest rate risk should be less for shorter-term bonds, and greater for
longer-term bonds.

The Fund is subject to income risk, which is the chance that falling interest
rates will cause the Fund's income to decline. Income risk is generally higher
for short-term bonds, and lower for long-term bonds.

The Fund is subject to credit risk, which is the chance that a bond issuer will
fail to pay interest and principal in a timely manner, reducing the Fund's
return. Credit risk should be low for the Fund.

The Fund is subject to prepayment risk, which is the chance that during periods
of falling interest rates, a mortgage-backed bond issuer will repay a
higher-yielding bond before its maturity date. Forced to reinvest the
unanticipated proceeds at lower rates, the Fund would experience a decline in
income and lose the opportunity for additional price appreciation associated
with falling rates.

<PAGE>

The Fund is also subject to tracking error risk, which is the risk that it will
not closely track the LB Bond index. For example, the Bond Portfolio will need
to maintain cash to pay redemptions and expenses and this may affect the
performance of the Bond Portfolio.

PERFORMANCE/RISK INFORMATION

The bar chart and table below provide an indication of the risks of investing in
the Fund by showing changes in the Bond Portfolio's performance from year to
year. The bar chart shows the year-by-year returns of the Bond Portfolio. The
Bond Portfolio's returns shown below in the bar chart and the table have been
adjusted to account for estimated expenses payable at the Fund level, but do not
take into account fee waivers and expense reimbursements. The average annual
total return table compares the Bond Portfolio's average annual return with the
return of the corresponding index for one and five years and since inception.
Past performance is not necessarily an indication of future performance.

Bond Index Master Portfolio [BAR CHART]

1994 -4.64% 1997 8.83%

1995 17.89% 1998 8.59%

1996 1.32% 1999 -3.52%

During the period shown in the bar chart, the highest return for a calendar
quarter was 6.32% (quarter ended June 30, 1995) and the lowest return for a
quarter was -3.16% (quarter ended March 31, 1994).

Bond Index Master Portfolio Average Annual Total Returns (As of December 31,
1999)

One Year Five Years Since Inception - July 2,
1993*

Bond Index Master Portfolio -3.52% 6.37% 4.33%

LB Bond Index -2.15% 7.60% 5.70%

</TABLE>

*The LB Bond Index is calculated from June 30, 1993.

<PAGE>

FEES AND EXPENSES1

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

and Other Distributions None

Redemption Fee2
(within 90 days of purchase)
(as a percentage of amount redeemed) 1.00%

Exchange Fee None

Maximum Account Fee3 $20

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

Management Fees 4 0.80%

Distribution and/or Service (12b-1) Fees None

<PAGE>

Other Expenses 5 0.00%

Total Annual Fund Operating Expenses 4 0.80%

Fee Waiver and Expense Reimbursement6 0.25%

Net Operating Expenses 0.55%
1 The fees and expenses in the Table and Example below reflect those of
both the Bond Portfolio and the Fund.

2 In addition, a wire transfer fee is charged in the case of redemptions
made by wire. Such fee is subject to change and is currently $10.

4 The expenses shown under Annual Fund Operating Expenses are based upon
contractual arrangements by which the Adviser pays all expenses of managing and
operating the Funds, including also the fees and expenses of the Portfolios,
except brokerage expenses, taxes, interest, and extraordinary expenses, from the
advisory fee or its own resources. This arrangement is known as an all-inclusive
fee. The Bond Portfolio pays BGFA an annual fee at the rate of 0.08% of the
Portfolio's average daily net assets. The Fund bears a pro rata portion of these
fees; however, the Adviser is contractually required to pay these expenses.

5 "Other Expenses" are estimates for the Fund's current fiscal year.
Such expenses are expected to be de minimis.

Example

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the 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 the Fund's net operating expenses
(including on year of capped expenses in each period) remain the same. Although
your actual costs may be higher or lower, based on these assumptions, your costs
would be:

One Year Three Years

$56...... $230

ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS

Dividends, if any, are declared daily and distributed monthly.

INVESTMENT ADVISER

<PAGE>

Whatifi Asset Management, Inc., San Francisco, California

AVAILABLE FOR IRAS

Yes

MINIMUM INITIAL INVESTMENT

FUND PROFILE -- WHATIFI MONEY MARKET FUND

The following profile summarizes important aspects of Whatifi Money Market Fund.

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of income, while
preserving capital and liquidity, by investing in high-quality short-term
investments.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing all of its
assets in the Money Market Portfolio, a series of Master Investment Portfolio.
The Money Market Portfolio has the same investment objective as the Fund. The
Money Market Portfolio invests its assets in U.S. dollar-denominated,
high-quality money market instruments with remaining maturities of 397 days or
less, and a dollar-weighted average portfolio maturity of 90 days or less. The
Money Market Master Portfolio and the Fund seek to maintain a stable net asset
value of $1.00 per share. The Money Market Portfolio investments include
obligations of the U.S. Government, its agencies and instrumentalities
(including government-sponsored enterprises), and high quality debt obligations
such as obligations of domestic and foreign banks, commercial paper, corporate
notes and repurchase agreements that represent minimal credit risk. "High
quality" investments are investments rated in the top two rating categories by
the requisite National Ratings Self Regulatory Organization ("NRSRO") or, if
unrated, determined by BGFA to be of comparable quality to such rated securities
under guidelines adopted by the Fund's Board of Trustees and the Money Market
Portfolio's Board of Trustees.

PRINCIPAL RISKS

The Fund is subject to interest rate risk, which is the risk that when interest
rates rise the value of the debt instruments in which the Money Market Portfolio
invests will go down.

<PAGE>

The Fund is subject to credit risk, which is the risk that issuers of the debt
instruments in which the Fund (through its investments in the Money Market
Portfolio) invests may default on the payment of principal and/or interest. The
Fund could lose money if the issuer of a fixed-income security owned by the
Money Market Portfolio were unable or unwilling to meet its financial
obligations.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.

PERFORMANCE/RISK INFORMATION

The bar chart and table below provide an indication of the risks of investing in
the Fund by showing changes in the Fund's performance from year to year. The bar
chart shows the year-by-year returns of the Money Market Portfolio. The Money
Market Portfolio's returns shown below in the bar chart and table have been
adjusted to account for estimated expenses payable at the Fund level, but do not
take into account fee waivers and expense reimbursements. The table shows how
the Money Market's average annual returns for one and five calendar years and
since inception compare with the rate for 3-month U.S. Treasury Bills. Past
performance is not necessarily an indication of future performance.

Money Market Portfolio [BAR CHART]

1994..... 3.10% 1997..... 4.45%

1995..... 4.82% 1998..... 4.43%

1996..... 4.27% 1999..... 4.09%

During the period shown in the bar chart, the highest return for a calendar
quarter was 1.22% (quarter ended June 30,1995) and the lowest return for a
quarter was 0.51% (quarter ended December 31, 1993).

Money Market Portfolio Average Annual Total Returns (as of December 31, 1999)

One Year Five Years Since Inception -
July 2, 1993

Money Market Portfolio 4.09% 4.41% 4.02%

Treasury Bills (3 month) 4.74% 5.21% 4.90%

<PAGE>

To obtain the Fund's current 7-day yield, shareholders may telephone
1-877-whatifi (1-877-942-8434).

FEES AND EXPENSES1

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

and Other Distributions None

Redemption Fees (within 90 days of purchase)2 1.00%
(as a percentage of amount redeemed)

Exchange Fee None

Maximum Account Fee3 $20

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

Management Fees 4 0.80%

<PAGE>

Distribution and/or Service (12b-1) Fees None

Other Expenses 5 0.00%

Total Annual Fund Operating Expenses 4 0.80%

Fee Waiver and Expense Reimbursement6 0.25%

Net Operating Expenses 0.55%

1 The fees and expenses in the Table and Example below reflect those of
both the Master Portfolio and the Fund.

2 In addition, a wire transfer fee is charged in the case of redemptions
made by wire. Such fee is subject to change and is currently $10.

4 The expenses shown under Annual Fund Operating Expenses are based upon
contractual arrangements by which the Adviser pays all expenses of managing and
operating the Fund, including also the fees and expenses of the Portfolios,
except brokerage expenses, taxes, interest, and extraordinary expenses, from the
advisory fee or its own resources. This arrangement is known as an all-inclusive
fee. The Money Market Portfolio pays BGFA an annual fee at the rate of 0.10% of
the Portfolio's average daily net assets. The Fund bears a pro rata portion of
these fees; however, the Adviser is contractually required to pay these
expenses.

5 "Other Expenses" are estimates for the Fund's current fiscal year.
Such expenses are expected to be de minimis.

Example

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the 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 the Fund's operating expenses
(including one year of capped expenses in each period) remain the same. Although
your actual costs may be higher or lower, based on these assumptions, your costs
would be:

One Year Three Years

$56...... $230

ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS

<PAGE>

Dividends, if any, are declared daily and distributed monthly.

INVESTMENT ADVISER

Whatifi Asset Management, Inc., San Francisco, California

AVAILABLE FOR IRAS

Yes

MINIMUM INITIAL INVESTMENT

WHY INVEST IN INDEX FUNDS?

Index funds appeal to many investors for a number of reasons:

- - Diversification. Index funds generally invest in a diversified mix of
companies and industries.

- - Relative consistency. Index funds typically match the performance of
relevant market benchmarks more closely than comparable actively managed funds
do.

- - Low cost. Index funds do not have many of the expenses of an actively
managed fund -- such as research -- and keep trading activity, and thus
operating expenses to a minimum.

- - Low realization of capital gains. Because an index fund typically sells
securities only to respond to redemption requests or to adjust the number of
shares it holds to reflect a change in its target index, the fund's turnover
rate -- and thus its realization of taxable capital gains -- is usually very
low.

WHAT DO LARGE-CAP, MID-CAP OR SMALL CAP MEAN?

In general, Whatifi defines large-capitalization companies as those whose
outstanding shares have a market value exceeding $10 billion. Mid-cap companies
are those with a market value between $1 billion and $10 billion. Small cap
companies typically have a market value of less than $1 billion.

MORE INFORMATION ON THE PORTFOLIOS AND THE FUNDS

Indexing Methods

In seeking to track a particular index, a fund generally uses one of two methods
to select stocks. Some index funds hold each stock found in their target indexes
in about the same proportions as represented in the indexes themselves. This is
called a "replication" method. For example, if 5% of the S&P 500 Index were made
up of the stock of a specific company, a fund tracking that index would invest
about 5% of its assets in that company. The Whatifi S&P 500 Fund uses this
method of indexing.

Because it would be very expensive to buy and sell all of the securities held in
certain indexes (the Wilshire 4500 Index, the EAFE Index and the LB Bond Index),
funds such as the Extended Market Index Fund, the International Index Fund and
the Total Bond Index Fund, use a "sampling" technique. Using a sophisticated
computer program, the Extended Market Index and International Index Funds invest
in a representative sample of stocks from their target index that will resemble
the full index in terms of industry weightings, market capitalization,
price/earnings ratio, dividend yield, and other characteristics. Using a
sophisticated computer program, the Total Bond Index Fund invests in a
representative sample of the 6500 U.S. Government securities and investment
grade corporate bonds measured by the LB Bond Index. For sampling purposes,
bonds are selected for investment by the Bond Portfolio based on various
factors, including, among others, the relative proportion of such securities in
the LB Bond Index, credit quality, issuer sector, maturity structure, coupon
rates and callability. For instance, if 10% of the Wilshire 4500 Index were made
up of utility stocks, the Extended Market Index Fund can be expected to invest
about 10% of its assets in some -- but not all -- of such utility stocks. The
particular utility stocks selected by the Fund, as a group, would have
investment characteristics similar to those of the utility stocks in the Index.

Costs and Market-timing

Some investors try to profit from a strategy called market-timing -- switching
money into investments when the investor expects prices to rise, and taking
money out when the investor expects prices to fall. As money is shifted in and
out of a fund, the fund incurs expenses for buying and selling securities. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. Accordingly, the Funds have adopted the following
policies, among others, designed to discourage short-term trading:

<PAGE>

Each Fund reserves the right to reject any exchange request it believes
will increase transaction costs, or otherwise adversely affect other
shareholders. Specifically, exchange activity may be limited to 12
exchanges within a one year period per Fund or 1% of the Fund's NAV.
Each Fund may delay forwarding redemption proceeds for up to seven days
if the investor redeeming shares is engaged in excessive trading, or if
the amount of the redemption request otherwise would be disruptive to
efficient portfolio management, or would adversely affect the Fund.

THE WHATIFI INDEX FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.

Turnover Rate

Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on the fund's return. Also, funds with high turnover rates may be more
likely to generate capital gains that must be distributed to shareholders as
income subject to taxes. A turnover rate of 100% would occur if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.

In general, a passively managed fund sells securities only to respond to
redemption requests or to adjust the number of shares held to reflect a change
in the fund's target index. Turnover rates for large-cap stock index funds tend
to be very low because large-cap indexes, such as the S&P 500, typically do not
change much from year to year. Turnover rates for other stock index funds and
bond funds tend to be higher (although still relatively low, compared to
actively managed funds) because the indexes they track are more likely to change
as a result of mergers, acquisitions, business failures, or growth of companies
than a larger-cap index.

Objectives and Other Investment Strategies

<PAGE>

As with all mutual funds, there is no assurance that the Funds will achieve
their respective investment objectives. The investment objectives of the Funds
are not fundamental and may be changed without approval of a Fund's
shareholders. A Fund may withdraw its investment in a Portfolio only if the
Trust's Board of Trustees determines that such action is in the best interests
of the Fund and its shareholders. If there is a change in the investment
objective and strategies of a Fund, a shareholder should consider whether the
Fund remains an appropriate investment in view of the shareholder's then current
financial position and needs.

Each Index Portfolio may invest up to 10% of its total assets in high quality
money market instruments to provide liquidity to meet redemption requests.

Each Index Portfolio may use derivative instruments to the extent BGFA deems
such use appropriate in order to: (i) simulate full investment in its
corresponding index while retaining a cash balance for portfolio management
purposes; (ii) facilitate trading; (iii) reduce transaction costs; or (iv) seek
higher investment returns when such instruments are priced more attractively
than the stocks or bonds in its corresponding index. Such derivatives include
the purchase and sale of futures contracts and options on the S&P 500 Index, the
Wilshire 4500 Index, the EAFE Free Index and the LB Bond Index futures
contracts.

The Money Market Fund and Money Market Portfolio emphasize safety of principal
and high credit quality. The investment policies of the Money Market Fund and
the Money Market Portfolio prohibit the purchase of many types of floating-rate
instruments, commonly referred to as derivatives, that are considered to be
potentially volatile. The Money Market Portfolio, however, may invest in
high-quality asset-backed securities and variable and floating-rate obligations,
which are considered to be derivative instruments. The Money Market Fund
(through its investments in the Money Market Portfolio) may only invest in
variable-rate securities eligible for purchase under Rule 2a-7 under the
Investment Company Act of 1940. Variable-rate instruments are subject to
interest rate and credit risks.

Investment Risks

An investment in the Funds is subject to investment risks, including the loss of
the principal amount invested. The performance per share of the Funds and the
Portfolios will change daily based on various factors, including, but not
limited to, the quality of the instruments held by each Portfolio, national and
international economic conditions and general market conditions.

<PAGE>

Indexing: The Index Funds invest (through their investments in the corresponding
Portfolios) in the securities included in the relevant Index regardless of the
investment merits of such securities. As such, an Index Fund cannot in any
meaningful way modify its investment strategies to respond to changes in the
economy and may be particularly susceptible to general market declines. An Index
Fund's ability to track the performance of its Index will also be affected by,
among other things, transaction costs, the fees and expenses of the Fund and the
corresponding Portfolio, changes in the composition of the corresponding Index
or the assets of the corresponding Portfolio, and the timing, frequency and
amount of investor purchases and redemptions of the Fund and its corresponding
Portfolio. Each Portfolio must maintain cash balances to pay redemptions made by
its shareholders and to pay its own expenses. This may affect the overall
performance of the Fund.

Derivatives: Derivatives are financial instruments whose values are "derived"
from prices of other securities or specified assets, indices, or rates. The use
of derivatives is a specialized investment technique. There can be no guarantee
that the use of derivatives will increase the return of a Fund, or protect its
assets from declining in value. A Fund's investments in derivative instruments
can significantly increase its exposure to market risk or the credit risk of the
counterparty. Derivative instruments can also involve the risk of mispricing or
improper valuation and the risk that changes in the value of the derivative
instruments may not correlate perfectly with a Fund's corresponding Index. In
fact, the use of derivative instruments may adversely impact the value of the
Funds' assets, which may reduce the return you receive on your investment.

The Index Funds' use of derivative instruments may affect the Funds' ability to
track their respective indexes if the derivatives do not perform as expected, or
if the derivative instruments are timed incorrectly or are executed under
adverse market conditions.

Asset-Backed Securities: The Money Market Portfolio may invest in high-quality
asset-backed securities. Asset-backed securities represent interests in "pools"
of assets in which payments of both interest and principal on the securities are
made monthly, thus, in effect, "passing through" monthly payments made by the
individual borrowers on the assets that underlie the securities. The value of
these instruments are sensitive to changes in interest rates and general market
conditions. The value of asset-backed securities is also affected by the
creditworthiness of the individual borrowers.

Securities Lending: Each Portfolio in which the Funds invest may lend its
securities to certain high quality financial institutions in amounts not to
exceed in the aggregate one-third of the Portfolio's total assets. A Portfolio
would lend its securities in order to earn income. These loans are fully
collateralized. However, if the institution defaults, the Funds' performance
could be reduced.

THE FUNDS' MANAGEMENT

Investment Advisers. Under an investment advisory agreement with the Funds,
Whatifi Asset Management, Inc., a registered investment adviser, provides
investment advisory services to the Funds. The Adviser is a wholly owned
subsidiary of Whatifi Financial Inc. and is located at 790 Eddy Street, San
Francisco, California 94109. The Adviser is newly formed and has no prior
experience as an investment adviser.

The Adviser provides various financial services to on-line investors. Through
the world wide web, the Adviser offers access to your Whatifi Fund account
virtually anywhere, at any time. Subject to general supervision of the Trust's
Board of Trustees and in accordance with the investment objective, policies and
restrictions of each Fund, the Adviser provides the Funds with investment
guidance, policy direction and monitoring of each of the Portfolios in which
each Fund invests. The Adviser may in the future manage cash and money market
instruments for cash flow purposes. The Adviser also provides or arranges for
administration, transfer agency, custody and all other services needed for the
Funds to function. For its investment advisory services, each Fund pays the
Adviser an investment advisory fee at an annual rate, after fee waivers and
expense reimbursements, equal to the following percentage of each Fund's average
daily net assets:

Contractual Rate (as a
percentage of average
daily net assets) After Fee Waiver and Expense Reimbursement (as a percentage of
Fund average daily net assets) **

S&P 500 Index Fund 0.80% 0.55%

Extended Market Index Fund

0.80% 0.55%

International Index Fund 0.80% 0.55%

Total Bond Index Fund 0.80% 0.55%

Money Market Fund 0.80% 0.55%

</TABLE>

** The Adviser has entered into a written expense limitation and
reimbursement agreement with the Trust, under which it has agreed to waive a
percentage of its investment advisory fee received from the Funds to the extent
necessary to maintain total operating expenses at 0.55% of each Fund's average
daily net assets. This waiver of fees and reimbursement of expenses is subject
to possible reimbursement of the Adviser by the Funds within three years of the
Funds' commencement of operations if the reimbursement by the Funds can be
implemented within the stated expense limitations. The expense limitation and
reimbursement agreement is in effect for an initial term of one year and will be
renewed thereafter automatically for one year terms on an annual basis. The
agreement can be changed, terminated or not renewed by the Trust upon providing
thirty days' prior notice.
<PAGE>

Out of the fee received by the Adviser, the Adviser pays all expenses of
managing and operating the Funds including the expenses of the Portfolios except
brokerage expenses, taxes, interest, and extraordinary expenses from the
advisory fee or its own resources. A portion of the investment advisory fee may
be paid by the Adviser to unaffiliated third parties who provide recordkeeping
and administrative services that would otherwise be performed by an affiliate of
the Adviser. In approving the Funds' investment advisory agreement, the Trustees
of the Funds considered that each Fund's aggregate fees and expenses are higher
than if such Fund invested directly in the securities held by its corresponding
Portfolio.

BGFA is the investment adviser for each Portfolio. BGFA is a direct
subsidiary of Barclays Global Investors, N.A. which, in turn, is an indirect
subsidiary of Barclays Bank PLC. BGFA is located at 45 Fremont Street, San
Francisco, California 94105. BGFA has provided asset management, administration
and investment advisory services for over 25 years. As of March 31, 2000, BGFA
and its affiliates provided investment advisory services for over $809 billion
of assets. BGFA receives a fee from each Portfolio at an annual rate equal to
the following percentage of each Portfolio's average daily net assets:

Percentage of
Portfolio Average Daily Net Assets

S&P 500 Portfolio 0.05%

Bond Portfolio 0.08%

Extended Index Portfolio 0.08%*

International Portfolio 0.15%**

Money Market Portfolio 0.10%
-----------------------

*The Extended Index Portfolio also imposes an annual administration fee of 0.02%
of average daily net assets.

** After assets reach $1 billion the investment advisory fee payable to BGFA
will decline to 0.07% of the International Index Portfolio's average daily net
assets. The International Portfolio also imposes an annual administration fee of
0.10% of average daily net assets.

Each Fund bears a pro rata portion of the investment advisory fees paid by its
corresponding Portfolio; however, under the investment advisory agreement, the
Adviser is contractually obligated to pay these expenses.

The Funds' SAI contains detailed information about the Funds' investment
adviser, administrator, and other service providers.

THE FUNDS' STRUCTURE

<PAGE>

Each Fund is a separate series of Whatifi Funds. The S&P 500 Index Fund, the
Extended Market Index Fund, the International Index Fund, the Total Bond Index
Fund, and the Money Market Fund seek to achieve their investment objectives by
investing all of a Fund's assets in the corresponding S&P 500 Portfolio, the
Extended Index Portfolio, the International Index Portfolio, the Bond Portfolio,
and the Money Market Portfolio, respectively. The Index Portfolios and the Money
Market Portfolio are each a series of Master Investment Portfolio, a separate
open-end investment company with a substantially similar investment objective as
the corresponding Fund. This structure is referred to as a "master/feeder"
structure because one fund (the "feeder" fund) (i.e., the Funds) invests all of
its assets in a second fund (the "master fund") (i.e., the Portfolios). In
addition to selling its shares to a Fund, each corresponding Portfolio has sold
and is expected to continue to sell its shares to certain other mutual funds
(i.e. other feeder funds) or other investors. The expenses paid by these other
feeder mutual funds and investors may differ from the expenses paid by a Fund.
Accordingly, the returns received by shareholders of other mutual funds or other
accredited investors may differ from those received by shareholders of the
Funds.

The Whatifi Funds' Trustees believe that, as other investors invest their assets
in the Portfolios, certain economic efficiencies may be realized with respect to
each Portfolio. For example, fixed expenses that otherwise would have been borne
solely by a Fund (and the other existing interest-holders in its corresponding
Portfolio) would be spread across a larger asset base as more mutual funds or
other accredited investors invest in a Portfolio. If a mutual fund or other
investor withdraws its investment from a Portfolio, the economic efficiencies
that the Trustees believe could be available through investment in a Portfolio
may not be fully realized.

Each Fund may be asked to vote on matters concerning its corresponding
Portfolio. Except as permitted by the SEC, whenever a Fund is requested to vote
on a matter concerning a Portfolio, that Fund will hold a meeting of its
shareholders, and, at the meeting of investors in the Portfolio, will cast all
of its votes in the same proportion as the votes of the Fund's shareholders.

A Fund may withdraw its investments in the corresponding Portfolio if the Board
determines that it is in the best interests of the Fund and its shareholders to
do so. In connection with any such withdrawal, the Board would consider what
action might be taken, including the investment of all the assets of the Fund in
another pooled investment vehicle having the same investment objective as the
Fund, direct management of the Fund or other pooled investment entity by the
Adviser or the hiring of an investment sub-adviser to manage the Fund's assets.

Investment of the Funds' assets in the Portfolios is not a fundamental policy of
the Funds and a shareholder vote is not required for a Fund to withdraw its
investment from a Portfolio.

PRICING OF FUND SHARES

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The Funds are no-load funds. This means you may purchase or sell shares directly
at a Fund's net asset value ("NAV") next determined after the Fund receives your
request in proper form to purchase or sell shares. A request is received in
proper form if it is placed on the website www.whatifi.com, specifies the number
of shares or dollar amount of shares to be purchased or redeemed. (See "Placing
an Order"). If the Fund receives such request prior to the close of the NYSE on
a day on which the NYSE is open, your share price will be the NAV determined
that day. Shares will not be priced on days on which the NYSE is closed for
trading. Each Fund's investment in its corresponding Portfolio is valued based
on the Fund's ownership interest in the net assets of the Master Portfolio. A
Fund's NAV per share is calculated by taking the value of each Fund's net assets
and dividing by the number of shares outstanding. Expenses are accrued daily and
applied when determining the Fund's NAV. The NAV for each Fund is determined as
of the close of trading on the floor of the NYSE (generally 4:00 p.m., Eastern
Time), each day the NYSE is open. Each Fund reserves the right to change the
time at which purchases and redemptions are priced if the NYSE closes at a time
other than 4:00 p.m. Eastern Time or if an emergency exists. The NYSE is closed
on most national holidays and on Good Friday.

Some securities in which the Index Portfolios may invest may be primarily listed
on foreign exchanges that trade on weekends or other days when an Index Fund
does not price its shares. Accordingly, an Index Fund's shares' net asset value
may change on days when shareholders will not be able to purchase or redeem
shares.

Each Portfolio calculates the value of its assets on the same day and at the
same time as its corresponding Fund. Each Portfolio's investments are valued
each day the NYSE is open for business. Each Index Portfolio's assets are valued
by using available market quotations or at fair value as determined in good
faith by the Board of Trustees of MIP. Bonds and notes with remaining maturities
of 60 days or less are valued at amortized cost. The Money Market Portfolio
values its securities at amortized cost to account for any premiums or discounts
above or below the face value of the securities that Portfolio buys. The
amortized cost method does not reflect daily fluctuations in market value.

HOW TO BUY AND SELL SHARES OF THE WHATIFI FUNDS

On-Line Investor Requirements

The Funds are available only to on-line investors. Each Fund requires you to
enter into an Internet Services Agreement which, among other things, requires
shareholders to consent to receive all shareholder information about the Fund
electronically. Shareholder information includes, but is not limited to,
prospectuses, financial reports, confirmations, proxy solicitations, and
financial statements. You may also receive other correspondence from Whatifi
Funds through your e-mail account. By opening an account and purchasing shares
of a Fund, you certify that you have access to the Internet and a current e-mail
account, and you acknowledge that you have the sole responsibility for providing
a correct and operational e-mail address. You may incur costs for on-line access
to shareholder documents and for maintaining an e-mail account. Currently, the
SEC requires an investor in the Funds to be offered the opportunity to revoke
their consent to receive shareholder information electronically. To revoke a
prior consent you may write to Whatifi Funds, P.O. Box 182113 Columbus, Ohio
43218-2113. If the SEC allows shareholders who have revoked their consent to be
charged a fee for paper delivery of shareholder information, such shareholders
will be charged a fee to offset the costs of printing, shipping and handling of
paper information.

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Account Requirements

To open your account, you must complete the Whatifi Funds Account Application
process (the "Application"). The Application is available on the Adviser's
website at www.whatifi.com. While the Application is submitted electronically,
you may be required to submit additional information to verify your identity.

You can access the Application at www.whatifi.com through multiple electronic
gateways on the Internet, for example, America Online and Microsoft Investor.
For more information on how to access account information and/or applications
electronically, please refer to our online assistant at www.whatifi.com
available 24 hours a day or call 1-877-942-8434 between 8:00 a.m. and 9 p.m.
(Eastern Time), Monday through Friday.

You may open your account or add to your existing account using the following
forms of payment: check, money order, or electronic funds transfer. If by check
or money order, make payable to Whatifi Funds and mail to the Whatifi Funds,
P.O. Box 182113, Columbus, Ohio 43218-2113.

When your account is opened, you will receive an account number so that you can
begin to wire funds. You may be charged a fee by your financial institution to
send or receive wired funds. Send wired funds to:

c/o Whatifi Funds
Huntington National Bank
Columbus, Ohio

ABA #044000024, Whatifi Funds Concentration Account
Account #01892047720
Shareholder Name and Account Number

Once you open your account, you will be subject to general account requirements
as described in the Application, and will have access to all the electronic
financial services offered over the Internet by the Adviser, including the
opportunity to invest in the Funds.

Placing an Order

You can begin purchasing shares of the Funds as soon as you open your account.
Since an Index Fund's net asset value changes daily, your purchase price will be
the next NAV determined after a Fund receives your request order in proper form
to purchase shares.

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You can place orders to purchase or redeem Fund shares by accessing the website
at www.whatifi.com. At the time you log-on to the website, you will be requested
to enter your password so that each transaction is secure. By clicking on the
appropriate mutual fund order buttons, you can place an order to purchase,
withdraw, exchange or reallocate shares in a Fund. When you first open an
account, you will be asked: (1) to consent to receive all Fund documentation
electronically; and (2) to affirm that you have read the prospectus. The
prospectus is available for viewing and printing on our website. If you do not
consent to maintain an e-mail account, you will not be able to purchase shares
of a Fund. Notice of trade confirmations will be sent electronically to the
e-mail address you provided when you opened your account.

All of your purchases must be made in U.S. dollars and checks must be drawn on
U.S. banks. No cash will be accepted. If you make a purchase with more than one
check, each check must have a value of at least $50 and the minimum investment
requirements shown below still apply. Each Fund reserves the right to limit the
number of checks processed at one time.

Minimum Investment Requirements

For your initial investment aggregated across $100
the Funds

To buy additional shares aggregated across Minimum: $100
the Funds

Continuing minimum investment Non-Retirement: $10,000 within
30 days of initial purchase

Retirement: $10,000 within 90
days of purchase

The Funds will apply a $5 quarterly account maintenance fee upon shareholders
who fail to maintain a total (sum of investments in all of the Funds) account
balance of $10,000. This fee, payable to the Adviser, applies to the
shareholder's total account with the Funds and is not a fee charged to the
Funds. Shareholders with non-retirement accounts have 30 days to reach the
minimum account balance and shareholders with retirement accounts have 90 days
to reach the minimum. Shareholders who have enrolled in the automatic investment
plan have one year to reach the minimum balance .

For shareholders affected by this fee, the fee will be deducted from the
Money Market Fund. If an affected shareholder does not own shares of the Money
Market Fund, such fee will be deducted quarterly from one of the other Funds
such shareholder owns. For example, if an affected shareholder does not own
shares of the Money Market Fund, such fee will be deducted from the S&P 500
Fund. If an affected shareholder owns neither the Money Market Fund nor the S&P
500 Fund, such fee will be deducted from the Extended Index Fund. If an affected
shareholder owns none of the above three Funds, the fee will be deducted from
the International Index Fund. If an affected shareholder owns only the Total
Bond Index Fund, such fee will be deducted from such Fund. After your account is
established you may use any of the methods described below to buy or sell
shares. You can sell only shares of the Funds that you own. Accordingly, you
cannot "short" shares of a Fund.

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Accessing Account Information

Please refer to our website at www.whatifi.com.

Redemptions

You can access money invested in a Fund at any time by selling some or all of
your shares back to the Fund. When a Fund receives your withdrawal order, your
shares will be redeemed and the proceeds will be sent to you via check or
electronic transfer, based on your payment selection. This usually occurs the
business day following the transaction.

Redemption Delays. In order to receive payment on redeemed shares, you must wait
until the funds you used to buy the shares have cleared (e.g., if you purchased
shares of a Fund by check, until your check has cleared). This delay may take up
to fifteen (15) days from the date of purchase. The right of redemption may be
suspended during any period in which (i) trading on the NYSE is restricted, as
determined by the SEC, or the NYSE is closed for other than weekends and
holidays; (ii) the SEC has permitted such suspension by order; or (iii) an
emergency as determined by the SEC exists, making disposal of portfolio
securities or valuation of net assets of the Funds not reasonably practicable.

Redemption Fee. Please refer to the Fund Profiles for information on redemption
fees. The Index Funds can experience substantial price fluctuations and are
intended for long-term investors. Short-term "market timers" who engage in
frequent purchases and redemptions, however, can disrupt a Fund's investment
program and create additional transaction costs that are borne by all
shareholders.

Internet Redemption Privileges. The Funds employ reasonable procedures to
confirm that instructions communicated by the Internet are genuine. The Funds
may not be liable for losses due to unauthorized or fraudulent instructions.
Such procedures include but are not limited to requiring a form of personal
identification prior to acting on instructions received by the Internet,
providing written confirmations of such transactions to the address of record,
tape recording telephone instructions and backing up Internet transactions.

Exchange Privilege

Shares of the Funds may be exchanged for each other at NAV. Exchanges may only
be made for shares of the Funds then offered for sale in your state of
residence. The exchange privilege may be modified or terminated by the Board of
Trustees upon 60 days' prior notice to you.

Automatic Investment Plan

You may make automatic monthly investments in any Fund from your bank, savings
and loan or other depository institution account. The minimum initial and
subsequent investments must be $100 per month under the plan. The maximum
investment is $20,000 per month under the plan. Your depository institution may
impose its own charge for debiting your account.

Amending Your Application

<PAGE>

For your protection, you will be required to submit an amended Application if
you desire to change certain information provided in your initial Application.
The supporting documentation is designed to protect you and the Funds against
fraudulent transactions by unauthorized persons. The Funds will require
supporting documentation under the following circumstances:

- You wish to change the last name on your account.

- You wish to change the Social Security Number on your account.

- You wish to change the date of birth on your account.

BUYING A DIVIDEND

Unless you are investing through a tax-deferred retirement account (such as an
IRA), it is not to your advantage to buy shares of a fund shortly before it
makes a distribution, because doing so can cost you money in taxes. This is
known as "buying a dividend." For example: on December 15, you invest $5,000,
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share
on December 16, its share price would drop to $19 (not counting market change).
You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250
shares x $1 = $250 in distributions), but you owe tax on the $250 distribution
you received--even if you reinvest it in more shares. To avoid "buying a
dividend," check a fund's distribution schedule before you invest. See
"Dividends and Other Distributions" below for each Fund's dividends and
distributions schedule.

DIVIDENDS AND OTHER DISTRIBUTIONS

The S&P 500 Index Fund, the Extended Market Index Fund and the International
Index Fund intend to pay dividends from their net investment income quarterly
and distribute capital gains, if any, annually. The Bond Index Fund and the
Money Market Fund intend to declare dividends daily and distribute them monthly.
The Bond Index Fund and the Money Market Fund will distribute capital gains, if
any, at least annually. The Funds may make additional distributions as
necessary.

Unless you choose otherwise, all your dividends and capital gain distributions
will be automatically reinvested in additional Fund shares. Shares are purchased
at the net asset value determined on the reinvestment date.

TAX CONSEQUENCES

The following information is intended to be a general summary for U.S.
taxpayers. Please refer to the Funds' SAI for more information. You should rely
on your own tax adviser for advice about the federal, state and local tax
consequences related to any investment in the Funds. Each Fund generally will
not have to pay income tax on amounts it distributes to you; however, you will
be taxed on distributions you receive.

<PAGE>

The S&P 500 Index Fund, the Extended Market Index Fund and the International
Index Fund will each distribute substantially all of their income and gains to
their shareholders each year. The Bond Index Fund and the Money Market Fund will
distribute dividends monthly. If a Fund declares a dividend in October, November
or December of any year but pays it in January of the next year, you may be
taxed on the dividend as if you received it in the previous year.

You will generally be taxed on dividends you receive from a Fund, regardless of
whether they are paid to you in cash or are reinvested in additional Fund
shares. A Fund's capital gain distributions will be taxable at different rates
depending upon the length of time the Fund has held its assets.

If you invest through a tax-deferred retirement account, such as an IRA, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to various tax rules. You should consult
your tax adviser about investment through a tax-deferred account.

There may be tax consequences to you if you dispose of your Fund shares, for
example, through redemption, exchange or sale. You will generally have a capital
gain or loss from a disposition. The amount of the gain or loss and the rate of
tax will depend primarily upon how much you paid for the shares of the Fund, how
much you sold them for, and how long you held them.

Each Fund will e-mail you a report each year that will show you which dividends
must be treated as ordinary income and which (if any) are long-term capital
gain.

As with all mutual funds, a Fund may be required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to you if you fail
to provide the Fund with your correct taxpayer identification number or to make
required certifications, or if you have been notified by the IRS that you are
subject to backup withholding. Backup withholding is not an additional tax, but
is a method by which the IRS ensures that it will collect taxes otherwise due.
Any amounts withheld may be credited against your U.S. federal income tax
liability.

GLOSSARY OF INVESTMENT TERMS

ACTIVE MANAGEMENT

An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their judgment
in buying and selling securities.

CAPITAL GAINS DISTRIBUTION

Payment to mutual fund shareholders of gains realized on securities that the
fund has sold at a profit, less any realized losses.

<PAGE>

CASH RESERVES

Cash deposits, short-term bank deposits, and money market instruments which
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.

COMMON STOCK

A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.

DIVIDEND INCOME

Payment to shareholders of income from interest or dividends generated by a
fund's investments.

EXPENSE RATIO

The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, any 12b-1
distribution fees (i.e. fees paid by the a mutual fund to promote the sale of
its shares), other expenses and the expenses of the Master Portfolio. The Funds
do not charge any Rule 12b-1 fees.

INDEX

An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.

INVESTMENT ADVISER

An entity that makes the day-to-day decisions regarding a fund's investments.

MUTUAL FUND

An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

NET ASSET VALUE (NAV)

The market value of a mutual fund's total assets, less liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.

PASSIVE MANAGEMENT

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A low-cost investment strategy in which a mutual fund attempts to match --
rather than outperform -- a particular stock or bond market index. Also known as
indexing.

PRINCIPAL

The amount of money you put into an investment.

SECURITIES

Stocks, bonds, money market instruments, and other investment vehicles.

TOTAL RETURN

A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VOLATILITY

The fluctuation in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

YIELD

Income (interest or dividends) earned by an investment, expresses as a
percentage of the investment's price.

MORE INFORMATION

The SAI contains more information on each Fund. The SAI is incorporated into
this Prospectus by reference. Further information about the Funds' investments
will be available in the Funds' annual and semi-annual reports. In a Fund's
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its fiscal year.

Additional information, including the SAI and the most recent annual and
semi-annual reports (when available), may be obtained without charge at our
website (www.whatifi.com). Shareholders will be alerted by e-mail when a
prospectus amendment, annual or semi-annual report is available. Shareholders
may also call the toll-free number listed below for additional information or
with any questions.

<PAGE>

Further information about the Funds (including the SAI) can also be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You may call
202-942-8090 for information about the operations of the Public Reference Room.
Reports and other information about the Funds are also available on the EDGAR
Database on the SEC's Internet site at http://www.sec.gov. Copies can also be
obtained, upon payment of a duplicating fee, by electronic request at the
following e-mail address: [email protected], or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-6009.

Whatifi Asset Management, Inc.
790 Eddy Street
San Francisco, California 94109

Toll-Free: 1-877-whatifi (1-877-942-8434)
http://www.whatifi.com

Investment Company Act file No.: 811-09741