VOSKIAN FUNDS TRUST, N-1A, 2000-04-12

VOSKIAN FUNDS TRUST
N-1A, 2000-04-12

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As filed with the Securities and Exchange Commission on April 12, 2000
Securities Act File No.
Investment Company Act File No.

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
Post-Effective Amendment No.

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

Voskian Funds Trust
(Exact Name of Registrant as Specified in Charter)

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: ( )

Name and Address of Agent for Service: Copies to:
Michael J. Voskian Steven R. Howard, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064

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

immediately upon filing pursuant to paragraph (b).
- on (date) pursuant to paragraph (b).
- 60 days after filing pursuant to paragraph (a) (1).
- on (date) pursuant to paragraph (a) (1).
- 75 days after filing pursuant to paragraph (a) (2).
- on (date) pursuant to paragraph (a) (2) of Rule 485.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

Voskian Funds Trust

PROSPECTUS

________________, 2000

SCI Fund

SCI Fund (the "Fund") is an index fund which seeks investment results similar to
the performance of the _________ (the "Index"). The Fund is a separate
investment fund of Voskian Funds Trust (the "Trust"), a Delaware business trust
and registered management investment company.

The Fund is listed for trading on the American Stock Exchange LLC. Individual
shares of the Fund (the "Shares") are not redeemable at their net asset value,
but trade on the AMEX during the day at prices that are normally close to, but
not the same as, their net asset value. There is no assurance that an active
trading market will be maintained for the Shares or that market prices of the
Shares will be close to their net asset values in the future. The Fund issues
and redeems Shares on a continuous basis-- at net asset value -- only in large
specified numbers of Shares called "Creation Units", usually in exchange for a
basket of portfolio securities and an amount of cash. Except when aggregated in
Creation Units, Shares are not redeemable securities.

SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY A BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY
AND MAY INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE
NET ASSET VALUE OF THE FUNDS WILL FLUCTUATE FROM TIME TO TIME.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund and should be read and retained for
information about the Fund.

A Statement of Additional Information (the "SAI"), dated ______________, 2000,
containing additional and more detailed information about the Fund, has been
filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Fund at the address and telephone
number printed above.

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the SEC determined whether the information in this
prospectus is accurate or complete. Anyone who tells you otherwise is
committing a crime.
<PAGE>

TABLE OF CONTENTS

INTRODUCTION....................................................................

INVESTMENT OBJECTIVE............................................................

PRINCIPAL INVESTMENT STRATEGIES.................................................

PRINCIPAL RISK FACTORS..........................................................

FEES AND EXPENSES...............................................................

PERFORMANCE.....................................................................

INVESTMENT POLICIES AND
STRATEGIES......................................................................

ADDITIONAL RISK CONSIDERATIONS..................................................

INVESTMENT ADVISER..............................................................

SERVICE PROVIDER CHART..........................................................

DETAILS ON BUYING AND SELLING SHARES

Determination of Net Asset Value.......................

Buying and Selling Shares..............................

Dividends and Capital Gains Distributions..............

Tax Matters............................................

DISTRIBUTION....................................................................
<PAGE>

SCI FUND

INTRODUCTION

This Prospectus provides you with information you need to make an informed
decision about whether to invest in the Fund. It is organized to provide you
with important facts about the Fund. The Investment Objective, Principal
Investment Strategies and Principal Risk Factors sections discuss the general
strategies and risks applicable to the Fund, including a brief description of
the Index and an assessment of the specific risks associated with the industry
covered by the Index (the "Industry").

INVESTMENT OBJECTIVE

The Fund seeks investment results similar to the performance of the Index which
is compiled by the ___________________ (the "Exchange").

PRINCIPAL INVESTMENT STRATEGIES

Unlike many investment companies, the Fund does not attempt to "beat" the Index.
Instead, it uses a "passive," or indexing, investment approach to try to produce
investment results that come as close as possible to matching the performance of
the Index. The Fund intends to achieve these results by investing in each stock
listed on the Index. Although the Fund will make its best effort to purchase
such stocks in approximately the same weightings as used by the Index, there may
be circumstances in which the Fund will be temporarily unable to do so. The use
of an indexing approach may eliminate some of the risks of active management
such as poor stock selection. An indexing approach may also help increase after-
tax performance by keeping portfolio turnover low in comparison to actively
managed investment companies.

One negative feature of indexing is that the Fund's investment adviser can not
change a strategy even if it would be beneficial to do so. For example, the Fund
would not ordinarily sell a stock because its issuer was in financial trouble.
It would normally only sell a stock if the stock was removed from the Index by
the Exchange
<PAGE>

or if the investment adviser believes that selling the stock would make the
Fund's performance more like that of the Index.

The Fund is designed for investors who want a relatively inexpensive passive
approach to investing in a portfolio of stocks from the Industry and offers
investors a convenient way to obtain index-based exposure to that market sector.
The prices of Shares may be volatile. Therefore, if you purchase Shares, you
should be able to tolerate sudden, or even drastic, changes in the value of your
investment. We can not assure that the Fund will achieve its investment
objective, and you should understand that your investment will be exposed to the
risks of international equity investing.

The Fund issues and redeems Shares on a continuous basis - at net asset value -
only in large specified numbers of Shares called "Creation Units" usually in
exchange for a basket of portfolio securities and an amount of cash. As a
practical matter, only large institutions purchase or redeem Creation Units of
Shares. Information about the fees paid when they do this is included in the
Statement of Additional Information. Except when aggregated in Creation Units,
Shares are not redeemable securities.

PRINCIPAL RISK FACTORS

You may lose money by investing in the Fund. The Fund is also subject to the
following principal risks, more fully described in the Additional Risk
Considerations section in this prospectus. Additional risks associated with the
Industry are discussed under the Fund's profile in this prospectus.

Some or all of these risks may adversely affect the Fund's net asset value,
total return and/or its ability to achieve its objective:
<PAGE>

. Market Risk. The net asset value of the Fund will change
with changes in the market value of the
stocks it holds.

. Management Risk. This is the risk that the investment
advisor's strategy, the implementation of
which is subject to certain constraints, may
not produce the intended results.

. Non-Diversification Risk. The Fund is classified as "non-diversified."
This means that the Fund may invest most of
its assets in securities issued by a small
number of companies. As a result, the Fund is
susceptible to the risks associated with
these particular companies.

. Trading Risk. While the creation/redemption feature of the
Fund is designed to make it likely that
Shares will trade close to their net asset
value, disruptions to creations and
redemptions may result in trading prices that
differ significantly from net asset value.
Also, there can be no assurance that an
active trading market will exist for Shares
on the AMEX.

. Industry Concentration. The Fund intends to concentrate its
investments in the Industry. The specific
risks associated with investments in
securities of the Industry include [to come].
These risks may adversely affect the
performance of the Fund or subject it to
greater price volatility than those
experienced by more diversified investment
companies. The Shares of the Fund may be more
susceptible to any single economic, political
or regulatory occurrence than the portfolio
securities of an investment company that is
more broadly invested in the equity
securities of the overall stock market.
<PAGE>

FEES AND EXPENSES

If you invest in the Fund, you will pay various expenses, either directly or
indirectly. The following tables and examples describe the fees and expenses
that you may pay if you buy and hold Shares of the Fund.

Shareholder Transaction Fees (fees paid directly from your investment). When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges.

Annual Fund Operating Expenses (expenses that are deducted from the Fund's
assets). Total annual Fund

operating expenses are based on estimated expenses for the Fund's first fiscal
year.

Management fees....................... ___%
Distribution (Rule 12b-1) fees........ ___%
Other expenses........................ ___%
Total annual Fund operating expenses.. ___%

Example of Expenses

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. We are assuming an initial
investment of $10,000, a 5% total return each year with no changes in operating
expenses and redemption at the end of each period. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years

The Fund ($) ($)

[to come]

The above examples are for illustration purposes only and are not a
representation of the Fund's actual expenses and returns, either past or future.

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that correspond generally to the
performance of publicly traded securities in the Industry, as measured by the
Index.
<PAGE>

INFORMATION ON THE INDEX

The Index consists of the stocks of companies in the Industry. As of ________,
2000, the Index's three largest stocks were _______________, _______________ and
______________ (which comprised _____%, _____% and ____%, respectively, of the
Index's market capitalization.) The remaining stocks listed in the Index are:

[to come]

PRIOR PERFORMANCE

Because the Fund is a new fund and has not completed one full year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

INVESTMENT POLICIES AND STRATEGIES

Indexing Investment Approach. The Fund is not managed according to traditional
methods of "active" investment management, which involve the buying and selling
of securities based on economic, financial and market analysis and investment
judgment. Instead, the Fund, using a "passive" or indexing investment approach,
attempts to approximate the investment performance of the Index by purchasing
every stock listed on the Index, in approximately the same proportion as it
appears on the Index. Over time, the portfolio composition of the Fund may be
altered (or "rebalanced") to reflect changes in the characteristics of the
Index. Rebalancing may also be required for tax purposes. These rebalancings
will require the Fund to incur transaction costs and other expenses.

Investment Assets. The Fund has a policy to remain as fully invested as
practicable in a pool of equity securities. The Fund will normally invest at
least 95% of its total assets in stocks that are represented in the Index
except, in limited circumstances, to help meet shareholder redemptions of
Creation Units.
<PAGE>

The Fund may invest its remaining assets in money market instruments or funds
that invest exclusively in money market instruments (subject to applicable
limitations under the Investment Company Act of 1940), in repurchase agreements,
in stocks that are in the relevant market but not the Index (as indicated
above).

Borrowing Money. The Fund may borrow money from a bank up to a limit of 33% of
the market value of its assets, but only for temporary or emergency purposes. To
the extent that the Fund borrows money, it may be leveraged; at such times, the
Fund's value may appreciate or depreciate more rapidly than the Index. The Fund
will not make cash purchases of securities when the amount of money borrowed
exceeds 5% of the market value of its total assets.

Fundamental Policies. The concentration policy of the Fund is a fundamental
policy that may be changed only with shareholder approval. Each of the other
investment policies is a non-fundamental policy that may be changed by the Board
of Trustees without shareholder approval. Shareholders will be notified before
any material change in these policies is implemented.

Tracking Error. The factors that may adversely affect the tracking of the Fund
to that of the Index include Fund expenses, regulatory constraints, uninvested
assets in the Fund (including cash and deferred organizational expenses) and the
fact that the Fund records dividends on the ex-dividend date while the Index
"smooths"
<PAGE>
9

dividend payments evenly over a year). Although the investment adviser regularly
monitors the tracking error of the Fund, there can be no assurance that the Fund
will achieve any particular level of tracking error relative to the performance
of the Index. Semi-annual and annual reports of the Fund will disclose the
tracking error for the Fund over the previous six-month period, and in the event
that tracking error exceeds 5%, the Board of Trustees will consider whether it
would be appropriate to take any action.

ADDITIONAL INFORMATION ABOUT PRINCIPAL RISK FACTORS

An investment in Shares of the Fund involves risks identical to those of
investing in a portfolio of equity securities of the same issuers on the Index,
including market fluctuations caused by factors such as economic and political
developments, changes in interest rates and perceived trends in stock prices.
Investing in the securities of issuers in this Industry involves [to come].

Concentration and Lack of Diversification of the Fund. The Fund is classified as
"non-diversified" for purposes of the Investment Company Act of 1940, which
means that it is not limited by that Act with regard to the portion of its
assets that may be invested in the securities of a single issuer. In addition,
the Fund concentrates its investments in the Industry. The Fund, however,
intends to maintain the required level of diversification and otherwise conduct
its operations so as to qualify as a "regulated investment company" for purposes
of the U.S. Internal Revenue Code, to relieve the Fund of any liability for
federal income tax to the extent that its earnings are distributed to
shareholders. However, the Shares of the Fund may be more susceptible to any
single economic, political or regulatory occurrence than the portfolio
securities of an investment company that is more broadly invested in the equity
securities of the relevant market.

Trading Issues. Trading in Shares on the AMEX may be halted due to market
conditions or for reasons that, in the AMEX's view, make trading in the Shares
inadvisable. In addition, trading in Shares on the AMEX is subject to trading
halts caused by extraordinary market volatility pursuant to AMEX "circuit
breaker" rules. If trading on the AMEX is halted, you may not be able to sell
your Shares until trading resumes. There can be no assurance that the
requirements of the AMEX necessary to maintain the listing of the Fund will
continue to be
<PAGE>

met or will remain unchanged.

Fluctuation of Net Asset Value and Trading Prices. The net asset value of Shares
of the Fund will fluctuate with changes in the market value of the Fund's
security holdings. The market prices of Shares will fluctuate in accordance with
changes in net asset value and supply and demand on the AMEX. The investment
adviser cannot predict whether Shares will trade below, at or above their net
asset value. Price differences may be due, in large part, to the fact that
supply and demand forces in the secondary trading market for the Shares will be
closely related, but not identical, to the same forces influencing the prices of
the stocks of the Index trading individually or in the aggregate at any point in
time. Given, however, that Shares must be created and redeemed in Creation Unit
aggregations (unlike shares of many closed-end funds, which frequently trade at
appreciable discounts from, and sometimes at premiums to, their net asset
value), the investment adviser believes that ordinarily large discounts or
premiums to the net asset value of Shares should not be sustained. In the event
that the Fund must suspend or discourage creations and/or redemptions of
Creation Unit aggregations of Shares of the Fund, larger discounts or premiums
would be expected.

MANAGEMENT

Investment Adviser

Voskian Capital Management & Co., a New Jersey limited liability company (the
"Adviser"), is responsible for the investment management of the Fund and is
registered under the Investment Advisers Act of 1940. The Adviser is a newly
organized investment adviser which, prior to the organization of the Fund, had
not served as an investment adviser to any other investment company.

Portfolio Manager

The portfolio manager of the Fund is Michael J. Voskian.
<PAGE>

Service Providers

The chart below shows the Fund's service providers and includes their addresses
and principal activities:

Principal Distributor Transfer Agent
--------------------- --------------

Distribution and Distributes Creation Units Handles distribution of
Shareholder Services of the Fund. dividends and processing of
buy and sell requests.
- --------------------------------------------------------------------------------

Investment Adviser Custodian and Lending Agent
------------------ ---------------------------

Asset Management Voskian Capital Management & Co.

Manages the Fund's business As custodian, is
and investment activities. responsible for the custody
of the assets of the Fund.
As lending agent, arranges
loans and maintains
collateral for loaned
securities.
________________________________________________________________________________

Administrator
-------------

Fund Operations Provides facilities, equipment and
personnel to carry out administrative
services and calculates the Fund's
NAV, dividends and distributions.
________________________________________________________________________________

Board of Trustees
-----------------
Supervision Supervises the Fund's activities.
________________________________________________________________________________

SHAREHOLDER INFORMATION
<PAGE>

Determination of Net Asset Value

The net asset value per Share of the Fund is computed by dividing the value of
the net assets of the Fund (i.e., the value of its total assets less total
liabilities) by the total number of Shares outstanding, rounded to the nearest
cent. Expenses and fees, including the management, administration and
distribution fees, are accrued daily and taken into account for purposes of
determining net asset value. The net asset value of the Fund is determined as of
the close of the regular trading session on the New York Stock Exchange, Inc.
("NYSE") (ordinarily 4:00 p.m., New York City time) on each day that the NYSE is
open. The price at which a purchase or redemption of Creation Units of Shares is
made is based on the next calculation of net asset value.

Buying and Selling Shares

There are two ways for you to buy and sell Shares. Most investors buy and sell
Shares through a broker in transactions on the AMEX. Shares are also issued and
redeemed directly by the Fund, but only in transactions involving aggregations
of very large numbers of Shares, referred to as Creation Units. These
transactions occur on an "in kind" basis for the Fund. Institutions capable of
purchasing or redeeming Creation Units of Shares should refer to the Statement
of Additional Information for further details.

Shares may trade on the AMEX at prices that differ to some degree from their net
asset value. If you buy or sell Shares in the secondary market, you will incur
customary brokerage commissions and charges and may pay some or all of the
difference between the bid price and the offered price in the secondary market
on each leg of a round trip (purchase and sale) transaction. Given that Shares
may be created or redeemed in Creation Units, however, the investment adviser
believes that ordinarily large discounts or premiums to the net asset value of
Shares should not be sustained for long periods. If creations or redemptions of
Shares in Creation Units are suspended or difficult to effect, the Shares may
trade at sustained discounts or premiums from net asset value.

The AMEX disseminates during its trading day an indicative optimized portfolio
value, or IOPV, for the Fund. This should not be viewed as a real time update of
the net asset value per Shares of the Fund, which is calculated only once a day,
because it may not be computed in a manner consistent with such net asset value.
<PAGE>

___________________(the Depository") serves as securities depository for Shares.
Shares may be held only in book-entry form; stock certificates will not be
issued. The Depository, or its nominee, is the record or registered owner of all
outstanding Shares of the Fund. Beneficial ownership of Shares will be shown on
the records of the Depository or its participants (described below). Beneficial
owners of Shares are not entitled to have Shares registered in their names, will
not receive or be entitled to receive physical delivery of certificates in
definitive form and are not considered the registered holder of Shares.
Accordingly, to exercise any rights of a holder of Shares, a beneficial owner
must rely on the procedures of (i) the Depository; (ii) "Depository
Participants", i.e., securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the Depository; and (iii) "Indirect Participants",
i.e., brokers, dealers, banks and trust companies that clear through or maintain
a custodial relationship with a Depository Participant, either directly or
indirectly, through which the beneficial owner holds its interests.

As described above, the Fund recognizes the Depository or its nominee as the
owner of all Shares for all purposes. The Fund will send its shareholders,
through Depository Participants, unaudited semi-annual reports, audited annual
reports and other information as may be required by applicable laws, rules and
regulations. Beneficial owners also receive an annual notification as to the tax
status of the Fund's distributions. For purposes of the Investment Company Act
of 1940, Shares are issued by the Fund, and the acquisition of Shares by
investment companies is subject to the restrictions of section 12(d)(1) of the
Investment Company Act.

Dividends and Capital Gains Distributions

Dividends from net investment income are declared and paid at least annually and
any net realized securities gains are distributed at least annually. In order
to improve tracking error or comply with the distribution requirements of the
Internal Revenue Code of 1986, dividends may be declared and paid more
frequently than annually for the Fund. In addition, the Fund intends to
distribute, at least annually, amounts representing the
<PAGE>

full dividend yield on the underlying portfolio securities of the Fund, net of
expenses, as if the Fund owned the underlying portfolio securities for the
entire dividend period. As a result, some portion of each distribution may
result in a return of capital. See "Tax Matters" below. Dividends and securities
gains distributions are distributed in U.S. dollars and cannot be automatically
reinvested in additional Shares. The Fund will inform shareholders within 60
days after the close of the Fund's taxable year of the amount and nature of all
distributions made to them.

Tax Matters

As with any investment, you should consider how the Shares of the Fund will be
taxed. The tax information in this prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.

Unless your investment in the Fund is through a tax-exempt entity or taxed-
deferred retirement account, such as a 401(k) plan, you need to be aware of the
possible tax consequences when:

. The Fund makes distributions, and

. You sell Shares on the AMEX.

Taxes on Distributions. The Fund will distribute annually any net investment
income, and any net realized long-term or short-term capital gains. The Fund may
also pay a special distribution at the end of the calendar year to comply with
federal tax requirements. In general, your distributions are subject to federal
income tax when they are paid. Dividends paid out of the Fund's income and net
short-term gains, if any, are taxable as ordinary income. Distributions of net
long-term capital gains, if any, in excess of net short-term capital losses are
taxable as long-term capital gains, regardless of how long you have held the
Shares. Distributions in excess of the Fund's current and accumulated earnings
and profits are treated as a tax-free return of capital to the extent of your
basis in Shares, and as capital gain thereafter. A distribution may be taxable
to you as ordinary income or capital gain even though, from an investment
standpoint, it may constitute
<PAGE>

a return of capital.

If you are neither a lawful permanent resident nor a citizen of the United
States or if you are a foreign entity, the Fund's ordinary income dividends
(which include distributions of net short-term capital gains) will generally be
subject to a 30% U.S. withholding tax, unless a lower treaty rate applies. By
law, the Fund must withhold 31% of a shareholder's distributions and proceeds if
the shareholder has not provided a taxpayer identification number or social
security number.

Taxes When Shares Are Sold on the AMEX. Currently, any capital gain or loss
realized upon a sale of Shares is generally treated as long-term capital gain or
loss if the Shares have been held for more than one year and as short-term
capital gain or loss if the Shares have been held for one year or less.

The foregoing discussion summarizes some of the consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. Consult your personal tax adviser about the potential tax
consequences of an investment in the Fund under all applicable tax laws.

DISTRIBUTION ARRANGEMENTS

The Trust has adopted a plan under Rule 12b-1 of the Investment Company Act of
1940 that allows the Fund to pay distribution fees for the sale and distribution
of Shares. Because these fees are paid out of the Fund's assets on an ongoing
basis, over time the fees will increase the cost of your investment and may cost
you more than paying other types of sales charges. The fees to be paid to the
distributor under the Rule 12b-1 Plan are calculated and paid monthly with
respect to the Fund at a rate set from time to time by the Board, provided that
the annual rate may not exceed .25% of the average daily net assets of the Fund.
The Board will limit, in the Fund's first fiscal year, the annual fee payable
under the 12b-1 Plan with respect to the Fund so as not to exceed .20% of the
average daily net assets of the Fund.
<PAGE>

From time to time, the distributor may waive all or a portion of the fees. The
distributor has entered into sales and investor services agreements with broker-
dealers or other persons that are Depository Participants to provide
distribution assistance, including broker-dealer and shareholder support and
educational and promotional services. Under the terms of each sales and investor
services agreement, the distributor will pay broker-dealers or other persons,
out of 12b-1 fees received from the Fund, at the annual rate of ___ of 1% of the
average daily net asset value of Shares held through the Depository for the
account of such Depository Participant. The distributor may retain any amount of
its fee that is not expended for the foregoing purposes. The amount of the fee
is not dependent upon the distribution expenses actually incurred by the
distributor. The distributor has no role in determining the investment policies
of the Fund or which securities are to be purchased or sold by the Fund.

PAST PERFORMANCE OF THE INDEX

The figures following show past performance of the Index, which lists stocks
identical to the ones that the Fund will hold. The performance is not
representative of the past performance of the Adviser. Information presented is
based on performance data provided by the Index. The past performance does not
represent the Fund's performance, as it is newly organized and has no
performance record of its own. The table shows the total returns for the Index
for various periods ended ___________, 2000, as adjusted for the projected
annual expenses for the Fund during its initial fiscal period as set forth in
the Fee Table in this Prospectus. The performance shown is calculated in
accordance with established Securities and Exchange Commission rules and
guidelines. The information should not be considered a prediction of the future
performance of the Fund. The actual performance may be higher or lower than that
shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING ______________, 2000

The Index
---------

1 year _____%
5 year _____%
10 year _____%
<PAGE>

SHAREHOLDER INQUIRES

FOR INVESTORS WHO WANT MORE INFORMATION ON THE FUND, THE FOLLOWING
DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:

Statement of Additional Information (SAI): Contains more detailed information
about the Fund's policies, investment restrictions, risks and business
structure. This Prospectus incorporates the SAI by reference.

Copies of these documents and answers to questions about the Fund may be
obtained without charge by contacting:

VOSKIAN FUNDS TRUST

1-800-XXX-XXXX

Monday through Friday
8:30 a.m. to 5:00 p.m. (EST)

or visit our Website at: http://www.______________________.com

Information about the Fund (including the SAI) can be viewed and copied at the
Public Reference Room of the SEC in Washington, D.C. Copies of this information
may be obtained, upon payment of a duplicating fee, by writing the Public
Reference Room of the SEC, Washington, D.C., 20549-6009. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at 1-
800-SEC-0330. Reports and other information about the Fund may be viewed on-
screen or downloaded from the SEC's Internet site at http://www.sec.gov.

Investment Company Act File No.____________
<PAGE>

VOSKIAN FUNDS TRUST
(THE "TRUST")

SCI FUND

(THE "FUND")

STATEMENT OF ADDITIONAL INFORMATION

_______________, 2000

This Statement of Additional Information ("SAI") provides information about the
Fund. The Fund is a portfolio of Voskian Funds Trust. This information is in
addition to the information contained in the Fund's Prospectus dated ___, 2000.

This SAI is not a prospectus. It should be read in conjunction with the Fund's
Prospectus dated __________, 2000. Copies of the Fund's Prospectus may be
obtained free of charge by telephoning (800) XXX-XXXX.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
GENERAL INFORMATION..................................................................

INVESTMENT STRATEGIES AND RISKS......................................................

Exchange Listing and Trading......................................................

Future Developments...............................................................

Concentrations and Lack of Diversification of the Fund............................

Investments in the Industry.......................................................

THE INDEX............................................................................

INVESTMENT LIMITATIONS...............................................................

MANAGEMENT OF THE FUND...............................................................

Trustees and Officers of the Fund.................................................

Trustees' Compensation............................................................

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..................................

INVESTMENT ADVISORY MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION
SERVICES............................................................................

Investment Adviser...............................................................

Administrator....................................................................

Distributor......................................................................

Custodian and Lending Agent......................................................

Transfer Agent...................................................................

BROKERAGE ALLOCATION.................................................................

ADDITIONAL INFORMATION CONCERNING SHARES.............................................

Capital Stock....................................................................

Book Entry Only System...........................................................
</TABLE>
<PAGE>

<TABLE>
<S> <C>
PURCHASE AND REDEMPTION OF SHARES......................................................

Creation Units.....................................................................

Purchase and Issuance of Shares in Creation Units..................................

Redemption of Shares in Creation Units.............................................

Determining Net Asset Value........................................................

Continuous Offering................................................................

TAXES..................................................................................

PERFORMANCE INFORMATION................................................................

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

Counsel............................................................................

Independent Auditors...............................................................

FINANCIAL STATEMENTS...................................................................

APPENDIX A.............................................................................

APPENDIX B.............................................................................
</TABLE>
<PAGE>

The information contained herein regarding the Index and the Depository (as
defined below) was obtained from publicly available sources.

The Index is compiled by the ______ Exchange ("the Exchange"). The Exchange
was founded in _______. As one of North America's primary marketplaces for the
trading of stocks, equity options, index options and currency options, the
Exchange is a leader in the development and introduction of innovative new
products and services.

The Exchange trades more than ______ stocks, ______ equity options, _______
index options, and 100 currency pairs. On the equity floor, the Exchange's
trading system was one of the first automated equity trading systems on any
exchange.

The Exchange's indexes serve as widely quoted benchmarks for a number of
different industries and the options on those indexes are some of the most
actively traded index options offered by any exchange. The Index is well
established as a leading Industry indicator.

The Fund is not sponsored, endorsed, or promoted by the Exchange or any of
its affiliates. Neither the Exchange nor any of its affiliates make any
representation or warranty, express or implied, to the owners of the shares of
the Fund ("Shares") or any member of the public regarding the advisability of
investing in securities generally, or in the Shares, or the ability of the Index
to track the performance of the stocks in the industry that the Index attempts
to represent. The Index is determined, composed and calculated without regard to
the Fund. Neither the Exchange nor any of its owners has any obligation to take
the needs of the issuer of Shares of the Fund or the owners of the Shares of the
Fund into consideration in determining, composing, calculating or disseminating
the Index. Neither the Index nor either of its owners is responsible for, nor
have they participated in the determination of the timing of, prices of, or
quantities of the Shares of the Fund to be issued or in the determination or
calculation of the equation by which the Shares of the Fund are redeemable.
Neither the Index nor its owners has any obligation or liability to owners of
the Shares of the Fund in connection with the administration, indexing or
trading of the Shares of the Fund.

Although the Exchange, which is responsible for formulating the Index,
shall obtain information for inclusion in or for use in the calculation of the
Index from sources which they consider reliable, the Exchange does not guarantee
the accuracy and/or the completeness of the component data of the Index obtained
from independent sources. The Exchange makes no warranty, express or implied, as
to results to be obtained by the Fund, owners of the Fund, or any other person
or entity from the use of the Index or any data included therein. The Exchange
makes no express or implied warranties, and hereby expressly disclaims all
warranties of merchantability or fitness for a particular purpose with respect
to the Index or any data included therein. Without limiting any of the
foregoing, in no event shall the Exchange have any liability for any direct,
indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such damages.

GENERAL INFORMATION

The Trust was organized as a Delaware business trust on ___________, 2000,
and is an open-end management investment company. The Fund had not commenced
operations as of the date of this SAI. The Fund is classified as a "non-
diversified" investment company under the Investment Company Act of 1940.
<PAGE>

INVESTMENT STRATEGIES AND RISKS

The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Fund.

Exchange Listing and Trading. The Shares of the Fund have been listed for
trading on the AMEX. The AMEX has approved modifications to its Rules to permit
the listing of Shares. The non-redeemable Shares trade on the AMEX at prices
that may differ to some degree from their net asset value. See "Special
Considerations and Risks" and "Determining Net Asset Value." There can be no
assurance that the requirements of the AMEX necessary to maintain the listing of
Shares of the Fund will continue to be met. The AMEX may remove the Shares of
the Fund from listing if (1) following the initial twelve-month period beginning
upon the commencement of trading of the Fund, there are fewer than 50 beneficial
holders of the Shares for 30 or more consecutive trading days, (2) the value of
the Index or portfolio of securities on which the Fund is based is no longer
calculated or available or (3) any other event shall occur or condition exist
that, in the opinion of the AMEX, makes further dealings on the AMEX
inadvisable. In addition, the AMEX will remove the shares from listing and
trading upon termination of the Fund.

As in the case of other stocks traded on the AMEX, the brokers' commission
on transactions will be based on negotiated commission rates at customary levels
for retail customers and rates which range between $.__ to $.__ per share for
institutions and high net worth individuals.

In order to provide current Shares pricing information, the AMEX
disseminates through the facilities of the Consolidated Tape Association an
updated "indicative optimized portfolio value" ("IOPV") for the Fund as
calculated by Bloomberg, L.P. ("Bloomberg"). The Fund is not involved in or
responsible for any aspect of the calculation or dissemination of the IOPVs, and
makes no warranty as to the accuracy of the IOPVs. IOPVs are disseminated every
15 seconds during regular AMEX trading hours of 9:30 a.m. to 4:00 p.m. New York
time.

The IOPV has an equity securities value component and a cash component. The
equity securities values included in the IOPV are the values of the securities
required to be deposited in connection with the purchase of a Creation Unit of
Shares Deposit Securities for the Fund. While the IOPV reflects the current
Industry value of the Deposit Securities it does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at a
particular point in time, because the current portfolio of the Fund may include
securities that are not a part of the current Deposit Securities. Therefore, the
IOPV disseminated during AMEX trading hours should not be viewed as a real time
update of the net asset value per Share of the Fund, which is calculated only
once a day. It is possible that the value of the portfolio of securities held by
the Fund may diverge from the applicable IOPV during any trading day. In such
case, the IOPV would not precisely reflect the value of the Fund's portfolio.
See "Determining Net Asset Value" below.

The equity securities included in the IOPV reflect the same Industry
capitalization weighting as the Deposit Securities of the Fund. In addition to
the equity component described in the preceding paragraph, the IOPV for the Fund
includes a cash component consisting of estimated accrued dividend and other
income, less expenses.

Future Developments. The Fund may take advantage of opportunities in the
area of options, and futures contracts, options on futures contracts, warrants,
swaps and any other investments which are not presently contemplated for use by
the Fund or which are not currently available but which may be developed, to the
extent such opportunities are both consistent with the Fund's investment
objective and legally permissible for
<PAGE>

the Fund. Before entering into such transactions or making any such investment,
the Fund will provide appropriate disclosure.

Concentrations and Lack of Diversification of The Fund. The Fund is
classified as "non-diversified" for purposes of the Investment Company Act of
1940, as amended (the "1940 Act") which means that it is not limited by that Act
with regard to the portion of its assets that may be invested in the securities
of a single issuer. In addition, the Fund concentrates its investments in the
Industry. The Fund, however, intends to maintain the required level of
diversification and otherwise conduct its operations so as to qualify as a
"regulated investment company" for purposes of the U.S. Internal Revenue Code,
to relieve the Fund of any liability for federal income tax to the extent that
its earnings are distributed to shareholders. Compliance with the
diversification requirements of the U.S. Internal Revenue Code severely limits
the investment flexibility of the Fund and makes it less likely that the Fund
will meet its investment objectives.

The stocks of issuers, in the ____________ industry, dominate the Index of
the Fund and, consequently, the investment portfolio of the Fund. This may
adversely affect the performance of the Fund or subject it to greater price
volatility than that experienced by more diversified investment companies. The
Shares of the Fund may be more susceptible to any single economic, political or
regulatory occurrence than the portfolio securities of an investment company
that is more broadly invested in the equity securities of the stock market.

Investments in the Industry. A brief description of the Industry in which
the Fund is invested is provided below.

The Index focuses on..... ___________________________.

General Background.

Size of the Industry. As of _________, 2000, the total market
capitalization of the Industry was approximately $__________.

THE INDEX

In General. The Index is a price-weighted index composed of ______________
The Index was set to an initial value of ___ on ______________.

The Exchange generally seeks to have __% of the capitalization of the
Industry represented in the Index. Thus, the Index balances the inclusiveness of
an "all share" index against the replicability of a "blue chip" index.

Weighting. The Index is price-weighted, i.e., the value of the Index is
calculated by adding the prices of the component stocks and dividing by a base
market divisor, without any regard to capitalization. Typically, the higher
priced and more volatile constituent issues will exert a greater influence over
the movement of a price-weighted index.

Selection Criteria. The Index focuses on _______________________.

Calculation Methodology. The Index is calculated daily using a price-
weighting methodology, i.e., the value of the Index is calculated by adding the
prices of the component stocks and dividing by a base market divisor, without
any regard to capitalization. Typically, the higher priced and more volatile
constituent issues
<PAGE>

will exert a greater influence over the movement of a price-weighted index. The
Fund utilizes the Index calculated with net dividends reinvested. "Net
dividends" means dividends after reduction for taxes withheld.

Prices. Prices used to calculate the Index are the official exchange
closing prices. All prices are taken from the exchange on which the issue is
primarily listed.

Changes to the Index.

In changing the constituents of the Index, the Exchange attempts to
balance representativeness versus undue turnover. The Index strives to
represent the current state of the upper portion of the Industry, yet at the
same time minimize turnover, which is costly as well as inconvenient for the
Adviser.

There are two broad categories of changes to the Index. The first consists
of market-driven changes such as mergers, acquisitions, bankruptcies, etc. These
are announced and implemented as they occur. The second category consists of
structural changes to reflect the evolution of the Industry, for example due to
changes in the Industry composition or regulations.

Additions. Restructuring the Index involves a balancing of additions and
deletions. To maintain continuity and minimize turnover, the Exchange is
reluctant to delete Index constituents, and its approach to additions is
correspondingly stringent. As the values of different companies in the Industry
grows, because of investor interest, mergers or acquisitions, Index additions
(with or without corresponding deletions) may be needed to allow the Index to
more accurately reflect the leading companies in the Industry.

Deletions. The Exchange's primary concern when considering deletions is the
continuity of the Index. Of secondary concern are the turnover costs associated
with deletions. The Index must represent the full investment cycle, including
bear as well as bull markets. Out-of-favor stocks may exhibit declining price,
market capitalization or liquidity, and yet continue to be good representatives
of the Industry.

Companies may be deleted because they have diversified away from the
Industry classification, because the Industry has evolved in a different
direction from the company's thrust, or because a better Industry representative
exists. Because the Index represents ___________________ companies in the
Industry, adding new Index companies shall entail corresponding deletions.

The Index is calculated reflecting dividends reinvested. The Fund utilizes
the Index calculated with net dividends reinvested.]

INVESTMENT LIMITATIONS

The Fund has adopted the following investment restrictions as fundamental
policies. These restrictions cannot be changed without the approval of the
holders of a majority of the Fund' outstanding voting securities. For purposes
of the 1940 Act, a majority of the outstanding voting securities of the Fund
means the vote, at an annual or a special meeting of the security holders of the
Fund, of the lesser of (1) 67% or more of the voting securities of the Fund
present at such meeting, if the holders of more than 50% of the outstanding
voting securities of the Fund are present or represented by proxy, or (2) more
than 50% of the outstanding voting securities of the Fund. The Fund may not:

1. Change its investment objective;

2. Lend any funds or other assets except through the purchase of all
<PAGE>

or a portion of an issue of securities or obligations of the type in
which it is permitted to invest (including participation interests in
such securities or obligations) and except that Fund may lend its
portfolio securities in an amount not to exceed 33% of the value of
its total assets;

3. Issue senior securities or borrow money, except borrowings from banks
for temporary or emergency purposes in an amount up to 33% of the
value of the Fund's total assets (including the amount borrowed),
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) valued at the time the borrowing is
made, and the Fund will not purchase securities while borrowings in
excess of 5% of the Fund's total assets are outstanding, provided,
that for purposes of this restriction, short-term credits necessary
for the clearance of transactions are not considered borrowings;

4. Pledge, hypothecate, mortgage or otherwise encumber its assets, except
to secure permitted borrowings. (The deposit of underlying securities
and other assets in escrow and collateral arrangements with respect to
permitted investments will not be deemed to be pledges of the Fund's
assets);

5. Purchase, hold or deal in real estate, or oil, gas or mineral
interests or leases, but the Fund may purchase and sell securities
that are issued by companies that invest or deal in such assets;

6. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter in connection with the
sale of securities in its portfolio;

7. Purchase securities on margin, except for such short-term credits as
are necessary for the clearance of transactions, except that the Fund
may make margin deposits in connection with transactions in options,
futures and options on futures;

8. Invest in commodities or commodity contracts.

Industry concentration. For its investments in the securities of the
Industry, the Fund will utilize a weighting which mirrors, as closely as
possible, that of the Index. An exception to this policy is that if investment
in the stock of a single issuer would account for more than 25% of the Fund, the
Fund will invest less than 25% of its net assets in such stock and will
reallocate the excess to stock(s) in other issuers in the Index. The Fund will
evaluate these Industry weightings at least weekly, and at the time of
evaluation will adjust its portfolio composition to the extent necessary to
maintain compliance with the above policy. The Fund may not concentrate its
investments except as discussed above. This policy is a fundamental investment
policy and may not be changed without the approval of a majority of the Fund'
shareholders.

The Fund intends to maintain the required level of diversification and
otherwise conduct its operations so as to qualify as a "regulated investment
company" for purposes of the U.S. Internal Revenue Code, to relieve the Fund of
any liability for federal income tax to the extent that its earnings are
distributed to
<PAGE>

shareholders. Compliance with the diversification requirements of the U.S.
Internal Revenue Code limits the investment flexibility of the Fund and may make
it less likely that the Fund will meet its investment objectives.

In addition to the investment restrictions adopted as fundamental policies
as set forth above, the Fund observes the following restrictions, which may be
changed by the Board without a shareholder vote.

The Fund will not hold illiquid assets in excess of 15% of its net assets.
An illiquid asset is any asset which may not be sold or disposed of in the
ordinary course of business within seven days at approximately the value at
which the Fund has valued the investment.

If a percentage limitation is adhered to at the time of investment or
contract, a later increase or decrease in percentage resulting from any change
in value or total or net assets will not result in a violation of such
restriction, except that the percentage limitations with respect to the
borrowing of money and illiquid securities will be observed continuously.

MANAGEMENT OF THE FUND

Trustees and Officers of the Fund. The Board has responsibility for the
overall management and operations of the Fund, including general supervision of
the duties performed by the Adviser and other service providers. The Board
currently consists of ___ Trustees. Michael J. Voskian is an "interested"
trustee, as defined in the 1940 Act.

Principal Occupations
Name and Address Position with the Fund During Past Five Years
- -------------------- ---------------------- ----------------------
Michael J. Voskian Trustee, President and
Chairman of the Board

Age:

Trustees' Compensation. The table below sets forth the estimated
compensation to be paid to Trustees and officers of the Fund for the fiscal year
ended _________, 2001.

<TABLE>
<CAPTION>
Total
Pension or Compensation from
Aggregate Retirement Benefits Estimated Annual Registrant and
Name of Person Compensation from Accrued as Part of Benefits Upon Fund Complex
and Position Registrant Fund Expenses Retirement Paid to Trustees
------------ ---------- -------------- ---------- ----------------
<S> <C> <C> <C> <C>
Michael J. Voskian
</TABLE>

No officer is entitled to any compensation, and no officer or Trustees is
entitled to any pension or retirement benefits, from the Fund.
<PAGE>

The Fund adheres to a Code of Ethics established pursuant to Rule 17j-1
under the Investment Company Act of 1940. The Code is designed to prevent
unlawful practices in connection with the purchase or sale of securities by
persons associated with the Fund. Under the Fund's Code of Ethics certain
Officers and employees of the Fund who are considered access persons are
permitted to engage in personal securities transactions. However, such
transactions are subject to procedures and guidelines similar to, and in many
cases more restrictive than, those recommended by a blue ribbon panel of mutual
fund industry executives.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of the date of this Statement of Additional Information, there are no
persons who qualify as control persons or principal holders of the Fund.

INVESTMENT ADVISORY, MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION SERVICES

Investment Adviser. Voskian Capital Management & Co. (the "Adviser") acts
as investment adviser to the Fund and, subject to the supervision of the Board,
is responsible for the investment management of the Fund. The Adviser is a
New Jersey limited liability company, is registered as an investment adviser
under the Investment Advisers Act of 1940 and is directed by Michael J. Voskian,
its president.

The Adviser serves as investment adviser to the Fund pursuant to an
Investment Management Agreement (the "Management Agreement") between the Trust
and the Adviser. Under the Management Agreement, the Adviser, subject to the
supervision of the Trust's Board and in conformity with the stated investment
policies of the Fund, manages the investment of the Fund' assets. The Adviser
may enter into subadvisory agreements with additional investment advisers to act
as subadvisers with respect to the Fund. The Adviser will pay subadvisers, if
any, out of the fees received by the Adviser. The Adviser is responsible for
placing purchase and sale orders and providing continuous supervision of the
investment portfolio of the Fund. For its investment management services to the
Fund, the Adviser is paid management fees equal to ___% per annum of the
aggregate net assets of the Fund.

The management fees are accrued daily and paid by the Fund as soon as
practical after the last day of each calendar quarter. The Adviser may from time
to time reimburse expenses to the Fund. The Fund's management fees, like those
paid by most Index funds, are lower than those paid by many actively managed
funds. One reason for the difference in fee levels is that passive management
requires fewer investment, research and trading decisions, thereby justifying
lower fees. Pursuant to the Management Agreement, the Adviser is not liable for
any error of judgment or mistake of law or for any loss suffered by the Fund,
and the Fund has agreed to indemnify the Adviser for certain liabilities,
including certain liabilities arising under the federal securities laws, unless
such loss or liability results from willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties. The Management Agreement, with respect to the Fund, is
subject to annual approval by (1) the Fund's Board or (2) vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of the Fund,
provided that in either event the continuance also is approved by a majority of
the Fund's Board who are not interested persons (as defined in the 1940 Act) of
the Fund by vote cast in person at a meeting called for the purpose of voting on
such approval. The Management Agreement is terminable without penalty, on 60
days' notice, by the Fund's Board or by vote of the holders of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting securities. The
Management Agreement is also terminable upon 60 days' notice by the Adviser and
will terminate automatically in the event of its assignment (as defined in the
1940 Act).
<PAGE>

Administrator. ________________________. (the "Administrator"), an
indirect, wholly owned subsidiary of ______________, acts as administration and
accounting agent and principal underwriter of the Fund pursuant to an
Administration and Accounting Services Agreement with the Fund and is
responsible for certain clerical, record keeping and bookkeeping services,
except those to be performed by the Adviser, by in its capacity as Custodian, or
by ______________ ("___") in its capacity as Transfer Agent. The Administrator
has no role in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund. The principal business
address of the Administrator is ______________________________.

For the administrative and fund accounting services the Administrator
provides to the Fund, the Administrator is paid aggregate fees equal to the
Fund' allocable portion of: ___% per annum of the aggregate average daily net
assets of the Fund. The Administrator may from time to time waive all or a
portion of its fees or may reimburse expenses to the Fund.

Pursuant to the Administration and Accounting Services Agreement, the
Administrator is liable for damages arising of its failure to perform its duties
due to willful misfeasance, bad faith, gross negligence or reckless disregard of
such duties. The Fund will indemnify the Administrator for certain liabilities,
including certain liabilities arising under federal securities laws, except for
liabilities arising out of the Administrator's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties.

Distributor. ______________________ (the "Distributor") is the principal
underwriter and distributor of Shares. Its address
is_____________________________, and investor information can be obtained by
calling 1-800-XXX-XXXX. The Distributor has entered into an agreement with the
Fund which will continue for two years from its effective date, and which is
renewable annually thereafter (the "Distribution Agreement"), pursuant to which
it distributes Fund shares. Shares will be continuously offered for sale by the
Fund through the Distributor only in Creation Units, as described below under
"Purchase and Issuance of Shares in Creation Units." Shares in less than
Creation Units are not distributed by the Distributor. The Distributor also acts
as agent for the Fund. The Distributor will deliver a prospectus to persons
purchasing Shares in Creation Units and will maintain records of both orders
placed with it and confirmations of acceptance furnished by it. The Distributor
is a broker-dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of the National Association of Securities Dealers,
Inc. The Distributor has no role in determining the investment policies of the
Fund or which securities are to be purchased or sold by the Fund.

To compensate the Distributor for the distribution-related services it
provides, and broker-dealers authorized by the Distributor for distribution
services they provide, the Fund has adopted a distribution plan (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is
entitled to receive a distribution fee, accrued daily and paid monthly,
calculated with respect to the Fund at a rate set from time to time by the Board
of Trustees, provided that the annual rate may not exceed .25% of the average
daily net assets of the Fund. The Board of Trustees has determined to limit the
annual fee payable under the Rule 12b-1 Plan with respect to the Fund so as not
to exceed .20% of the average daily net assets of the Fund until further notice.
From time to time the Distributor may waive all or a portion of these fees.

The Plan is designed to enable the Distributor to be compensated by the
Fund for distribution services provided by it with respect to the Fund. Payments
under the Plan are not tied exclusively to the distribution expenses actually
incurred by the Distributor. The Board, including a majority of the Trustees
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan ("Independent Trustees"),
evaluate the appropriateness of the Plan and its payment terms on a continuing
basis and in doing so consider all relevant factors, including expenses borne by
the Distributor in the current year and in prior years and amounts received
under the Plan.
<PAGE>

Under its terms, the Plan remains in effect from year to year, provided
such continuance is approved annually by vote of the Board, including a majority
of the Independent Trustees. The Plan may not be amended to increase materially
the amount to be spent for the services provided by the Distributor without
approval by the shareholders of the Fund to which the Plan applies, and all
material amendments of the Plan also require Board approval. The Plan may be
terminated at any time, without penalty, by vote of a majority of the
Independent Trustees, or, with respect to the Fund, by a vote of a majority of
the outstanding voting securities of the Fund (as such vote is defined in the
1940 Act). If a Plan is terminated (or not renewed) with respect to the Fund, it
may continue in effect with respect to the Fund as to which it has not been
terminated (or has been renewed). Pursuant to the Distribution Agreement, the
Distributor will provide the Board periodic reports of any amounts expended
under the Plan and the purpose for which such expenditures were made.

The Distributor may also enter into sales and investor services agreements
with broker-dealers or other persons that are Depository Participants (as
defined below) to provide distribution assistance, including broker-dealer and
shareholder support and educational and promotional services. Under the terms of
each sales and investor services agreement, the Distributor will pay such
broker-dealers or other persons, out of Rule 12b-1 fees received from the Fund,
at the annual rate of ___ of 1% of the average daily net asset value of Shares
held through the Depository for the account of such Depository Participant.

The Distribution Agreement provides that it may be terminated at any time,
without the payment of any penalty, (i) by vote of a majority of the Trustees
who are not interested persons of the Fund (as defined under the 1940 Act) or
(ii) by vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, on at least 60 days' written notice to the
Distributor. The Distribution Agreement is also terminable upon 60 days' notice
by the Distributor and will terminate automatically in the event of its
assignment (as defined in the 1940 Act).

Custodian. _____________ serves as the Custodian for the cash and portfolio
securities of the Fund pursuant to a Custodian Agreement between ____________
and the Fund.

For its custody services to the Fund, the Custodian will be paid ____% per
annum fees based on the aggregate net assets of the Fund.

Transfer Agent. ____________ (the "Transfer Agent"), provides transfer
agency services pursuant to an agreement with the Fund. The Transfer Agent has
no role in determining the investment policies of the Fund or which securities
are to be purchased or sold by the Fund. The principal business address of the
Transfer Agent is _________________________.

BROKERAGE ALLOCATION

When selecting brokers and dealers to handle the purchase and sale of
portfolio securities, the Adviser looks for prompt execution of the order at a
favorable price. Generally, the Adviser will work with recognized dealers in
these securities, except when a better price and execution of the order can be
obtained elsewhere. The Fund will not deal with affiliates in principal
transactions unless permitted by exemptive order or applicable rule or
regulation. Since the investment objective of the Fund is investment performance
that corresponds to that of the Index, the Adviser does not intend to select
brokers and dealers for the purpose of receiving research services in addition
to a favorable price and prompt execution either from that broker or an
unaffiliated third party.
<PAGE>

Subject to allocating brokerage to receive a favorable price and prompt
execution, the Adviser may select brokers who are willing to provide payments to
third party service suppliers to the Fund, to reduce expenses of the Fund.

The Adviser assumes general supervision over placing orders on behalf of
the Fund for the purchase or sale of portfolio securities. If purchases or sales
of portfolio securities of the Fund and one or more other investment companies
or clients supervised by the Adviser are considered at or about the same time,
transactions in such securities are allocated among the several investment
companies and clients in a manner deemed equitable to all by the Adviser, taking
into account the sizes of such other investment companies and clients and the
amount of securities to be purchased or sold. In some cases this procedure could
have a detrimental effect on the price or volume of the security so far as the
Fund is concerned. However, in other cases it is possible that the ability to
participate in volume transactions and to negotiate lower brokerage commissions
will be beneficial to the Fund. The primary consideration is prompt execution of
orders at the most favorable net price. Portfolio turnover may vary from year to
year, as well as within a year. High turnover rates are likely to result in
comparatively greater brokerage expenses. The portfolio turnover rate for the
Fund is expected to be under ___%. See "Implementation of Policies" in the
Prospectus. The overall reasonableness of brokerage commissions is evaluated by
the Adviser based upon its knowledge of available information as to the general
level of commissions paid by other institutional investors for comparable
services.

ADDITIONAL INFORMATION CONCERNING SHARES

Capital Stock. The Fund currently is comprised of shares of common stock,
par value $.___ per share, referred to herein as Shares. The Board may designate
additional series of common stock and classify shares of a particular series
into one or more classes of that series. The Declaration of Trust provide
that the shares of the Fund are redeemable, at net asset value, at the option of
the Fund, in whole or any part, on such terms as the Board of Trustees may by
resolution approve, without the consent of the holders thereof.

Each Share issued by the Fund has a pro rata interest in the assets of the
Fund. The Fund is currently authorized to issue __________ shares of common
stock. Fractional shares will not be issued. Shares have no preemptive,
exchange, subscription or conversion rights and are freely transferable. Each
share is entitled to participate equally in dividends and distributions declared
by the Board with respect to the Fund, and in the net distributable assets of
the Fund on liquidation. Shareholders are entitled to require the Fund to redeem
Creation Units of their shares. The Declaration of Trust confers upon the Board
of Trustees the power, by resolution, to alter the number of shares constituting
a Creation Unit or to specify that shares of common stock of the Fund may be
individually redeemable.

Each Share has one vote with respect to matters upon which a stockholder
vote is required consistent with the requirements of the 1940 Act and the rules
promulgated thereunder and the Delaware General Corporation Law; stockholders
have no cumulative voting rights with respect to their shares. Under Delaware
law, the Fund is not required to hold an annual meeting of stockholders unless
required to do so under the 1940 Act. The policy of the Fund is not to hold an
annual meeting of stockholders unless required to do so under the 1940 Act. All
shares of the Fund have noncumulative voting rights for the election of
Trustees. Under Delaware law, Trustees of the Fund may be removed by vote of
the stockholders.

The Fund issues through the Authorized Participants (as defined below) to
its stockholders semi-annual reports containing unaudited financial statements
and annual reports containing financial statements audited by independent
auditors approved by the Fund's Trustees and by the stockholders when meetings
are held and such other information as may be required by applicable laws, rules
and regulations. Beneficial Owners also receive annually notification as to the
tax status of the Fund's distributions.
<PAGE>

Stockholder inquiries may be made by writing to the Fund, c/o
______________________ at _____________________.

Book Entry Only System. [The Depository] acts as securities depositary for
the Shares. Shares of the Fund are represented by global securities registered
in the name of Depository or its nominee and deposited with, or on behalf of,
Depository. Except as provided below, certificates will not be issued for
Shares.

The Depository has advised the Fund as follows: it is a limited-purpose
trust company organized under the laws of Delaware, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depository was created to
hold securities of its participants (the "Depository Participants") and to
facilitate the clearance and settlement of securities transactions among the
Depository Participants in such securities through electronic book-entry changes
in accounts of the Depository Participants, thereby eliminating the need for
physical movement of securities certificates. Depository Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) are
equity owners of the Depository. More specifically, the Depository is owned by a
number of its Depository Participants and by the New York Stock Exchange, Inc.,
the AMEX and the National Association of Securities Dealers, Inc. Access to the
Depository's system is also available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Depository Participant, either directly or indirectly (the "Indirect
Participants"). The Depository agrees with and represents to its Participants
that it will administer its book-entry system in accordance with its rules and
by-laws and requirements of law.

Beneficial ownership of Shares is limited to Depository Participants,
Indirect Participants and persons holding interests through Depository
Participants and Indirect Participants. Ownership of beneficial interests in
Shares (owners of such beneficial interests are referred to herein as
"Beneficial Owners") is shown on, and the transfer of ownership is effected only
through, records maintained by the Depository (with respect to Depository
Participants) and on the records of Depository Participants (with respect to
Indirect Participants and Beneficial Owners that are not Depository
Participants). Beneficial Owners will receive from or through the Depository
Participant a written confirmation relating to their purchase of Shares. The
laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability of certain investors to acquire beneficial interests in
Shares.

Beneficial Owners of Shares are not entitled to have Shares registered in
their names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and are not considered the registered holder
thereof. Accordingly, each Beneficial Owner must rely on the procedures of the
Depository, the Depository Participant and any Indirect Participant through
which such Beneficial Owner holds its interests, to exercise any rights of a
holder of Shares. The Fund understands that under existing industry practice, in
the event the Fund requests any action of holders of Shares, or a Beneficial
Owner desires to take any action that the Depository, as the record owner of all
outstanding Shares, is entitled to take, the Depository would authorize the
Depository Participants to take such action and that the Depository Participants
would authorize the Indirect Participants and Beneficial Owners acting through
such Depository Participants to take such action and would otherwise act upon
the instructions of Beneficial Owners owning through them. As described above,
the Fund recognizes the Depository or its nominee as the owner of all Shares for
all purposes. Conveyance of all notices, statements and other communications to
Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement
between the Fund and the Depository, the Depository is required to make
available to the Fund upon request and for a fee to be charged to the Fund a
listing of the Share holdings of each Depository Participant. The Fund shall
inquire of each such Depository Participant as to the number of Beneficial
Owners holding Shares, directly or indirectly, through such Depository
Participant. The Fund shall provide each such Depository Participant with copies
of such notice, statement or other communication, in such form, number and
<PAGE>

at such place as such Depository Participant may reasonably request, in order
that such notice, statement or communication may be transmitted by such
Depository Participant, directly or indirectly, to such Beneficial Owners. In
addition, the Fund shall pay to each such Depository Participant a fair and
reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to the Depository or its nominee,
____________, as the registered holder of all Shares. The Depository or its
nominee, upon receipt of any such distributions, shall credit immediately
Depository Participants' accounts with payments in amounts proportionate to
their respective beneficial interests in Shares as shown on the records of the
Depository or its nominee. Payments by Depository Participants to Indirect
Participants and Beneficial Owners of Shares held through such Depository
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in a "street name," and will be the responsibility of such
Depository Participants. The Fund has no responsibility or liability for any
aspects of the records relating to or notices to Beneficial Owners, or payments
made on account of beneficial ownership interests in such Shares, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests or for any other aspect of the relationship between the
Depository and the Depository Participants or the relationship between such
Depository Participants and the Indirect Participants and Beneficial Owners
owning through such Depository Participants.

The Depository may determine to discontinue providing its service with
respect to Shares at any time by giving reasonable notice to the Fund and
discharging its responsibilities with respect thereto under applicable law.
Under such circumstances, the Fund shall take action either to find a
replacement for the Depository to perform its functions at a comparable cost or,
if such a replacement is unavailable, to issue and deliver printed certificates
representing ownership of Shares, unless the Fund makes other arrangements with
respect thereto satisfactory to the AMEX (or such other exchange on which Shares
may be listed).

PURCHASE AND REDEMPTION OF SHARES

Creation Units. The Fund issues and redeems Shares of the Fund only in
aggregations of Shares specified for the Fund. The number of Shares that
constitute a Creation unit has been set by the Fund at ____________. The dollar
value of such Creation Units would be__________.

See "Purchase and Issuance of Shares in Creation Units" and "Redemption of
Shares in Creation Units" below. The Board of Trustees of the Fund reserves the
right to declare a split or a consolidation in the number of Shares outstanding
of the Fund of the Fund, and to make a corresponding change in the number of
Shares constituting a Creation Unit, in the event that the per Shares price in
the secondary market rises (or declines) to an amount that falls outside the
range deemed desirable by the Board.

Purchase and Issuance of SHARES in Creation Units.

General. The Fund issues and sells Shares only in Creation Units on a
continuous basis through the Distributor, without an initial sales load, at
their net asset value next determined after receipt, on any Business Day (as
defined herein), of an order in proper form.

A "Business Day" with respect to the Fund is any day on which (i) the New
York Stock Exchange ("NYSE") and (ii) the stock exchange(s) and Fund
subcustodian(s) relevant to the Fund are open for business. As of the date of
the Prospectus, the NYSE observes the following holidays: New Year's Day, Dr.
Martin
<PAGE>

Luther King, Jr. Day, President's Day (Washington's Birthday), Good Friday,
Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

Portfolio Deposit. The consideration for purchase of a Creation Unit of
Shares of the Fund generally consists of the in-kind deposit of a designated
portfolio of equity securities (the "Deposit Securities") constituting an
optimized representation of the Index and an amount of cash computed as
described below (the "Cash Component"). Together, the Deposit Securities and the
Cash Component constitute the "Portfolio Deposit," which represents the minimum
initial and subsequent investment amount for shares of the Fund. The Cash
Component is an amount equal to the Dividend Equivalent Payment (as defined
below), plus or minus, as the case may be, a Balancing Amount (as defined
below). The "Dividend Equivalent Payment" enables the Fund to make a complete
distribution of dividends on the next dividend payment date, and is an amount
equal, on a per Creation Unit basis, to the dividends on all the Portfolio
Securities with ex-dividend dates within the accumulation period for such
distribution (the "Accumulation Period"), net of expenses and liabilities for
such period, as if all of the Portfolio Securities had been held by the Fund for
the entire Accumulation Period. The "Balancing Amount" is an amount equal to the
difference between (x) the net asset value (per Creation Unit) of the Fund and
(y) the sum of (i) the Dividend Equivalent Payment and (ii) the market value
(per Creation Unit) of the securities deposited with the Fund (the sum of (i)
and (ii) is referred to as the "Deposit Amount"). The Balancing Amount serves
the function of compensating for any differences between the net asset value per
Creation Unit and the Deposit Amount.

The Adviser makes available through the Distributor on each Business Day,
immediately prior to the opening of business on the AMEX (currently 9:30 a.m.,
New York time), the list of the names and the required number of shares of each
Deposit Security to be included in the current Portfolio Deposit (based on
information at the end of the previous Business Day) for the Fund. Such
Portfolio Deposit is applicable, subject to any adjustments as described below,
in order to effect purchases of Creation Units of Shares of the Fund until such
time as the next-announced Portfolio Deposit composition is made available.

The identity and number of shares of the Deposit Securities required for a
Portfolio Deposit for the Fund changes as rebalancing adjustments and corporate
action events are reflected from time to time by the Adviser with a view to the
investment objective of the Fund. The composition of the Deposit Securities may
also change in response to adjustments to the weighting or composition of the
securities constituting the Index. In addition, the Fund reserves the right to
permit or require the substitution of an amount of cash (i.e., a "cash in lieu"
amount) to be added to the Cash Component to replace any Deposit Security which
may not be available in sufficient quantity for delivery or for other similar
reasons. The adjustments described above will reflect changes, known to the
Adviser on the date of announcement to be in effect by the time of delivery of
the Portfolio Deposit, in the composition of the Index being tracked by the
Fund, or resulting from stock splits and other corporate actions.

In addition to the list of names and numbers of securities constituting the
current Deposit Securities of a Portfolio Deposit, the Distributor also makes
available (i) on each Business Day, the Dividend Equivalent Payment effective
through and including the previous Business Day, per outstanding Shares of the
Fund, and (ii) on a continuous basis throughout the day, the sum of the Dividend
Equivalent Payment plus the current value of the requisite Deposit Securities as
in effect on such day.

Role of The Authorized Participant. Creation Units of Shares may be
purchased only by or through a Depository Participant that has entered into an
Authorized Participant Agreement with the Fund and the Distributor ("Authorized
Participant"). Such Authorized Participant will agree pursuant to the terms of
such Authorized Participant Agreement on behalf of itself or any investor on
whose behalf it will act, as the case may be, to certain conditions, including
that such Authorized Participant will make available in advance of each purchase
of Shares an amount of cash sufficient to pay the Cash Component, once the net
asset value of a
<PAGE>

Creation Unit is next determined after receipt of the purchase order in proper
form, together with the transaction fee described below. The Authorized
Participant may require the investor to enter into an agreement with such
Authorized Participant with respect to certain matters, including payment of the
Cash Component. Investors who are not Authorized Participants must make
appropriate arrangements with an Authorized Participant.

Investors should be aware that their particular broker may not be a
Depository Participant or may not have executed an Authorized Participant
Agreement, and that therefore orders to purchase Creation Units of Shares may
have to be placed by the investor's broker through an Authorized Participant. As
a result, purchase orders placed through an Authorized Participant may result in
additional charges to such investor. The Fund does not expect to enter into an
Authorized Participant Agreement with more than a small number of Depository
Participants that have international capabilities. A list of the current
Authorized Participants may be obtained from the Distributor.

Purchase Order. To initiate an order for a Creation Unit of Shares, the
Authorized Participant must give notice to the Distributor of its intent to
submit an order to purchase Shares after 9:00 a.m. but not later than 4:00 p.m.,
New York time on the relevant Business Day. The Distributor shall cause the
Adviser and the Custodian to be informed of such advice. The Custodian will then
provide such information to the appropriate subcustodian. For the Fund, the
Custodian shall cause the subcustodian of the Fund to maintain an account into
which the Authorized Participant shall deliver, on behalf of itself or the party
on whose behalf it is acting, the securities included in the designated
Portfolio Deposit (or the cash value of all or a part of such securities, in the
case of a permitted or required cash purchase or "cash in lieu" amount), with
any appropriate adjustments as advised by the Fund.

Deposit Securities must be delivered to an account maintained at the
applicable local subcustodian.

Following the notice of intention, an irrevocable order to purchase
Creation Units, in the form required by the Fund, must be received by the
Distributor from an Authorized Participant on its own or another investor's
behalf by the closing time of the regular trading session on the AMEX (currently
4:00 p.m., New York time) on the relevant Business Day. (The required form of an
order to purchase is available on request from the Distributor.) Those placing
orders to purchase Creation Units through an Authorized Participant should allow
sufficient time to permit proper submission of the purchase order to the
Distributor by the cut-off time on such Business Day. Orders must be transmitted
by the Authorized Participant to the Distributor by facsimile or electronic
transmission as provided in the Authorized Participant Agreement.

The Authorized Participant must also make available on or before the
contractual settlement date, by means satisfactory to the Fund, immediately
available or same day funds estimated by the Fund to be sufficient to pay the
Cash Component next determined after acceptance of the purchase order, together
with the applicable purchase transaction fee. Any excess funds will be returned
following settlement of the issue of the Creation Unit of Shares. Those placing
orders should ascertain the applicable deadline for cash transfers by contacting
the operations department of the broker or depositary institution effectuating
the transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the AMEX.

Investors should be aware that an Authorized Participant may require orders
for purchases of Shares placed with it to be in the form required by the
individual Authorized Participant, which form will not be the same as the form
of purchase order specified by the Fund, which the Authorized Participant must
deliver to the Distributor.
<PAGE>

Acceptance of Purchase Order. Subject to the conditions that (i) a properly
completed irrevocable purchase order has been submitted by the Authorized
Participant (either on its own or another investor's behalf) not later than the
closing time of the regular trading session on the AMEX, and (ii) arrangements
satisfactory to the Fund are in place for payment of the Cash Component and any
other cash amounts which may be due, the Fund will accept the order, subject to
its right (and the right of the Distributor and the Adviser) to reject any order
until acceptance.

Once the Fund has accepted an order, upon next determination of the net
asset value of the shares, the Fund will confirm the issuance, against receipt
of payment, of a Creation Unit of Shares of the Fund at such net asset value.
The Distributor will then transmit a confirmation of acceptance to the
Authorized Participant that placed the order.

The Fund reserves the absolute right to reject a purchase order transmitted
to it by the Distributor in respect of the Fund if (a) the purchaser or group of
purchasers, upon obtaining the shares ordered, would own 80% or more of the
currently outstanding shares of the Fund; (b) the Deposit Securities delivered
are not as specified by the Adviser, as described above; (c) acceptance of the
Deposit Securities would have certain adverse tax consequences to the Fund; (d)
the acceptance of the Portfolio Deposit would, in the opinion of counsel, be
unlawful; (e) the acceptance of the Portfolio Deposit would otherwise, in the
discretion of the Fund or the Adviser, have an adverse effect on the Fund or the
rights of beneficial owners; or (f) in the event that circumstances outside the
control of the Fund, the Distributor and the Adviser make it for all practical
purposes impossible to process purchase orders. The Fund shall notify a
prospective purchaser of its rejection of the order of such person. The Fund and
the Distributor are under no duty, however, to give notification of any defects
or irregularities in the delivery of Portfolio Deposit nor shall either of them
incur any liability for the failure to give any such notification.

Issuance of a Creation Unit. Except as provided herein, a Creation Unit of
Shares of the Fund will not be issued until the transfer of good title to the
Fund of the Deposit Securities and the payment of the Cash Component have been
completed. When the subcustodian has confirmed to the Custodian that the
required securities included in the Portfolio Deposit (or the cash value
thereof) have been delivered to the account of the relevant subcustodian, the
Custodian shall notify the Distributor and the Adviser, and the Fund will issue
and cause the delivery of the Creation Unit of Shares.

To the extent contemplated by an Authorized Participant's agreement with
the Fund, the Fund will issue Creation Units of Shares to such Authorized
Participant notwithstanding the fact that the corresponding Portfolio Deposits
have not been received in part or in whole, in reliance on the undertaking of
the Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant's
delivery and maintenance of collateral consisting of cash or Short-Term
Investments having a value at least equal to such amount as required by the Fund
in accordance with its then-effective procedures, provided that such amount
shall be no less than 125% of the value of the missing Deposit Securities.
Information concerning the Fund's current procedures for collateralization of
missing Deposit Securities is available from the Distributor. The Authorized
Participant Agreement will permit the Fund to buy the missing Deposit Securities
at any time and will subject the Authorized Participant to liability for any
shortfall between the cost to the Fund of purchasing such securities and the
value of the collateral.

All questions as to the number of shares of each security in the Deposit
Securities and the validity, form, eligibility and acceptance for deposit of any
securities to be delivered shall be determined by the Fund, and the Fund's
determination shall be final and binding.
<PAGE>

Cash Purchase Method. Although the Fund does not ordinarily permit cash
purchases of Creation Units, when cash purchases of Creation Units of Shares are
available or specified for the Fund, they will be effected in essentially the
same manner as in-kind purchases thereof. In the case of a cash purchase, the
investor must pay the cash equivalent of the Deposit Securities it would
otherwise be required to provide through an in-kind purchase, plus the same Cash
Component required to be paid by an in-kind purchaser. In addition, to offset
the Fund's brokerage and other transaction costs associated with using the cash
to purchase the requisite Deposit Securities, the investor will be required to
pay a fixed purchase transaction fee, plus an additional variable charge for
cash purchases, which is expressed as a percentage of the value of the Deposit
Securities. The transaction fees for in-kind and cash purchases of Creation
Units of Shares are described below.

Purchase Transaction Fee. A purchase transaction fee payable to the Fund is
imposed to compensate the Fund for the transfer and other transaction costs of
the Fund associated with the issuance of Creation Units of Shares. Purchasers of
Creation Units of Shares for cash are required to pay an additional variable
charge to compensate the Fund for brokerage and market impact expenses. Where
the Fund permits an in-kind purchaser to substitute cash in lieu of depositing a
portion of the Deposit Securities, the purchaser will be assessed the additional
variable charge for cash purchases on the "cash in lieu" portion of its
investment. Purchasers of Shares in Creation Units are responsible for the costs
of transferring the securities constituting the Deposit Securities to the
account of the Fund. The purchase transaction fees for in-kind purchases and
cash purchases (when available) are listed in the table below. This table is
subject to revision from time to time. Investors are also responsible for
payment of the costs of transferring the Deposit Securities to the Fund.

Additional Variable
In-kind and cash Charge for Cash
purchases Purchases*
---------------- -------------------

* As a percentage of amount of invested.

Example. A hypothetical example of the costs of creating a Creation Unit of
Shares of the Fund is set forth below for illustrative purposes only.

Unit Creation Calculation Daily NAV Calculation
---------------------------------------------------------
Execution

Commissions

Stamp Taxes

Risk Premium

Accrued Income

Creation Charge

Creation Unit Value
<PAGE>

Per Share

See "Investment Advisory, Management, Administrative and Distribution
Services" herein, for additional information concerning the distribution
arrangements for Shares.

Redemption of Shares in Creation Units. Shares may be redeemed only in
Creation Units at their net asset value next determined after receipt of a
redemption request in proper form by the Distributor and only on a day on which
the AMEX is open for trading. The Fund will not redeem Shares in amounts less
than Creation Units. Beneficial Owners also may sell Shares in the secondary
market, but must accumulate enough Shares to constitute a Creation Unit in order
to have such shares redeemed by the Fund. There can be no assurance, however,
that there will be sufficient liquidity in the public trading market at any time
to permit assembly of a Creation Unit of Shares. Investors should expect to
incur brokerage and other costs in connection with assembling a sufficient
number of Shares to constitute a redeemable Creation Unit.

With respect to the Fund, the Adviser makes available through the
Distributor immediately prior to the opening of business on the AMEX (currently
9:30 a.m., New York time) on each day that the AMEX is open for business the
Portfolio Securities that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined below) on
that day. Unless cash redemptions are available or specified for the Fund, the
redemption proceeds for a Creation Unit generally consist of Deposit Securities
as announced by the Distributor on the Business Day of the request for
redemption, plus cash in an amount equal to the difference between the net asset
value of the shares being redeemed, as next determined after a receipt of a
request in proper form, and the value of the Deposit Securities, less the
redemption transaction fee described below. The redemption transaction fee
described below is deducted from such redemption proceeds.

A redemption transaction fee payable to the Fund is imposed to offset
transfer and other transaction costs that may be incurred by the Fund. The
redemption transaction fee for redemptions in kind and for cash and the
additional variable charge for cash redemptions (when cash redemptions are
available or specified) are listed in the table below. Investors will also bear
the costs of transferring the Portfolio Deposit from the Fund to their account
or on their order. Investors who use the services of a broker or other such
intermediary may be charged a fee for such services.

Additional variable
in-kind and cash charge for cash
redemptions redemptions*
---------------- -------------------

* As a percentage of amount of invested.

Redemption requests in respect of Creation Units of the Fund must be
submitted to the Distributor by or through an Authorized Participant on a day
that the AMEX is open for business, between the hours of 9:00 a.m. and 4:00
p.m., New York City time. Investors other than through Authorized Participants
are responsible for making arrangements for a redemption request to be made
through an Authorized Participant. The Distributor will provide a list of
current Authorized Participants upon request.
<PAGE>

The Authorized Participant must transmit the request for redemption, in the
form required by the Fund, to the Distributor in accordance with procedures set
forth in the Authorized Participant Agreement. Investors should be aware that
their particular broker may not have executed an Authorized Participant
Agreement, and that, therefore, requests to redeem Creation Units may have to be
placed by the investor's broker through an Authorized Participant who has
executed an Authorized Participant Agreement. At any given time there will be
only a limited number of broker-dealers that have executed an Authorized
Participant Agreement. Investors making a redemption request should be aware
that such request be in the form specified by such Authorized Participant.
Investors making a request to redeem Creation Units should allow sufficient time
to permit proper submission of the request by an Authorized Participant and
transfer of the Shares to the Fund's Transfer Agent; such investors should allow
for the additional time that may be required to effect redemptions through their
banks, brokers or other financial intermediaries if such intermediaries are not
Authorized Participants.

A redemption request is considered to be in "proper form" if (i) an
Authorized Participant has transferred or caused to be transferred to the Fund's
Transfer Agent the Creation Unit of Shares being redeemed through the book-entry
system of the Depository so as to be effective by the AMEX closing time on a day
on which the AMEX is open for business and (ii) a duly completed request form is
received by the Distributor from the Authorized Participant on behalf of itself
or another redeeming investor after 9:00 a.m. and not later than the AMEX
closing time on such day. If the Transfer Agent does not receive the investor's
Shares through the Depository's facilities by the AMEX closing time on the same
day that the redemption request is received, the redemption request shall be
rejected and may be resubmitted the next day that the AMEX is open for business.
Investors should be aware that the deadline for such transfers of shares through
the Depository's system may be significantly earlier than the close of business
on the AMEX. Those making redemption requests should ascertain the deadline
applicable to transfers of shares through the Depository's system by contacting
the operations department of the broker or depositary institution effecting the
transfer of the Shares.

Upon receiving a redemption request, the Distributor shall notify the Fund
and the Fund's Transfer Agent of such redemption request. The tender of an
investor's Shares for redemption and the distribution of the cash redemption
payment in respect of Creation Units redeemed will be effected through the
Depository and the relevant Authorized Participant to the beneficial owner
thereof as recorded on the book-entry system of the Depository or the Depository
Participant through which such investor holds Shares, as the case may be, or by
such other means specified by the Authorized Participant submitting the
redemption request. See "Book-Entry System Only."

Redemptions of Shares for Deposit Securities will be subject to compliance
with applicable United States federal and state securities laws and the Fund
(whether or not it otherwise permits cash redemptions) reserves the right to
redeem Creation Units for cash to the extent that the Fund could not lawfully
deliver specific Deposit Securities upon redemptions or could not do so without
first registering the Deposit Securities under such laws.

Although the Fund does not ordinarily permit cash redemptions of Creation
Units, in the event that cash redemptions are permitted or required by the Fund,
proceeds will be paid to the Authorized Participant redeeming shares on behalf
of the redeeming investor as soon as practicable after the date of redemption
(within seven calendar days thereafter, except for the instances listed in
Appendix B hereto where more than seven calendar days would be needed).

The right of redemption may be suspended or the date of payment postponed
with respect to the Fund (1) for any period during which the New York Stock
Exchange is closed (other than customary weekend and holiday closings); (2) for
any period during which trading on the New York Stock Exchange is suspended or
restricted; (3) for any period during which an emergency exists as a result of
which disposal of the shares of the
<PAGE>

Fund's portfolio securities or determination of its net asset value is not
reasonably practicable; or (4) in such other circumstance as is permitted by the
SEC.

Determining Net Asset Value. Net asset value per share for the Fund is
computed by dividing the value of the net assets of the Fund (i.e., the value of
its total assets less total liabilities) by the total number of Shares
outstanding, rounded to the nearest cent. Expenses and fees, including the
management, administration and distribution fees, are accrued daily and taken
into account for purposes of determining net asset value. The net asset value of
the Fund is determined as of the close of the regular trading session on the New
York Stock Exchange, Inc. ("NYSE") (ordinarily 4:00 p.m., New York City time) on
each day that the NYSE is open.

In computing the Fund's net asset value, the Fund's portfolio securities
are valued based on their last quoted current price. Price information on listed
securities is taken from the exchange where the security is primarily traded.
Securities regularly traded in an over-the-counter market are valued at the
latest quoted bid price in such market. Other portfolio securities and assets
for which market quotations are not readily available are valued based on fair
value as determined in good faith by the Adviser in accordance with procedures
adopted by the Board.

Continuous Offering. The method by which Creation Units of Shares are
created and traded may raise certain issues under applicable securities laws.
Because new Creation Units of Shares are issued and sold by the Fund on an
ongoing basis, at any point a "distribution," as such term is used in the
Securities Act of 1933, may occur. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the
circumstances, result in their being deemed participants in a distribution in a
manner which could render them statutory underwriters and subject them to the
prospectus delivery and liability provisions of the Securities Act. For example,
a broker-dealer firm or its client may be deemed a statutory underwriter if it
takes Creation Units after placing an order with the Distributor, breaks them
down into constituent Shares, and sells some or all of the Shares comprising
such Creation Units directly to its customers; or if it chooses to couple the
creation of a supply of New Shares with an active selling effort involving
solicitation of secondary market demand for Shares. A determination of whether a
person is an underwriter for the purposes of the Securities Act depends upon all
the facts and circumstances pertaining to that person's activities. Thus, the
examples mentioned above should not be considered a complete description of all
the activities that could lead to a categorization as an underwriter. Broker-
dealer firms should also note that dealers who are effecting transactions in
Shares, whether or not participating in the distribution of Shares, are
generally required to deliver a prospectus. This is because the prospectus
delivery exemption in Section 4(3) of the Securities Act is not available in
respect of such transactions as a result of Section 24(d) of the 1940 Act. The
Fund will, however, apply to the Securities and Exchange Commission for an
exemption from this prospectus delivery obligation in ordinary Share secondary
market transactions under certain circumstances, on the condition that Shares
purchasers are provided with a Fund product description. If the SEC granted the
Fund this relief, broker-dealer firms should note that dealers who are not
"underwriters" but are participating in a distribution (as contrasted to
ordinary secondary market transaction), and thus dealing with Shares that are
part of an "unsold allotment" within the meaning of section 4(3)(C) of the
Securities Act, would be unable to take advantage of the prospectus delivery
exemption provided by section 4(3) of the Securities Act. Firms that incur a
prospectus-delivery obligation with respect to Shares are reminded that under
Securities Act Rule 153 a prospectus delivery obligation under Section 5(b)(2)
of the Securities Act owed to an exchange member in connection with a sale on
the exchange is satisfied by the fact that the Fund's prospectus is available at
the exchange (i.e., the AMEX) upon request. The prospectus delivery mechanism
provided in Rule 153 is only available with respect to transactions on an
exchange and not with respect to "upstairs" transactions.
<PAGE>

TAXES

The Fund has the right to reject an order for a purchase of Shares if the
purchaser (or group of purchasers) would, upon obtaining the Shares so ordered,
own 80% or more of the outstanding Shares of the Fund and if, pursuant to
section 351 of the Internal Revenue Code, the Fund would have a basis in the
securities different from the market value of such securities on the date of
deposit. The Fund also has the right to require information necessary to
determine beneficial share ownership for purposes of the 80% determination. See
"Purchase and Issuance of Shares in Creation Units."

The Fund intends to qualify for and to elect treatment as a separate RIC
under Subchapter M of the Internal Revenue Code. To qualify for treatment as a
RIC, a company must annually distribute at least 90 percent of its net
investment company taxable income (which includes dividends, interest and net
short-term capital gains) and meet several other requirements. Among such other
requirements are the following: (1) at least 90 percent of the company's annual
gross income must be derived from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock or
securities, or other income (including gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies; and (2) at the close of each quarter of the company's
taxable year, (a) at least 50 percent of the market value of the company's total
assets must be represented by cash and cash items, U.S. government securities,
securities of other regulated investment companies and other securities, with
such other securities limited for purposes of this calculation in respect of any
one issuer to an amount not greater than 5% of the value of the company's assets
and not greater than 10% of the outstanding voting securities of such issuer,
and (b) not more than 25 percent of the value of its total assets may be
invested in the securities of any one issuer or of two or more issuers that are
controlled by the company (within the meaning of Section 851(b)(3)(B) of the
Internal Revenue Code) and that are engaged in the same or similar trades or
businesses or related trades or businesses (other than U.S. government
securities or the securities of other regulated investment companies).

The Fund will be subject to a 4 percent excise tax on certain undistributed
income if it does not distribute to its shareholders in each calendar year at
least 98 percent of its ordinary income for the calendar year plus 98 percent of
its capital gain net income for the twelve months ended October 31 of such year.
The Fund intends to declare and distribute dividends and distributions in the
amounts and at the times necessary to avoid the application of this 4 percent
excise tax.

The foregoing discussion is a summary only and is not intended as a
substitute for careful tax planning. Purchasers of shares of the Fund should
consult their own tax advisors as to the tax consequences of investing in such
shares, including under state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Internal Revenue Code,
regulations, judicial authority and administrative interpretations in effect on
the date hereof. Changes in applicable authority could materially affect the
conclusions discussed above, and such changes often occur.

PERFORMANCE INFORMATION

Because the Fund is a new fund and has not completed one full year of
investment performance, information related to the Fund's performance has not
been included in this prospectus.
<PAGE>

Evaluation of performance of the Fund or other relevant statistical
information made by independent sources may also be used in advertisements and
sales literature concerning the Fund, including reprints of, or selections from,
editorials or articles about the Fund.

COUNSEL AND INDEPENDENT AUDITORS

Counsel. Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019, 15 counsel to the Fund and have passed upon
the validity of the Fund's shares.

Independent Auditors. [name, address], serve as the independent auditors of
the Fund.

FINANCIAL STATEMENTS

Because the Fund is a new fund and has not completed one full year of
investment performance, no information related to the Fund's performance has
been included in this Statement of Additional Information.
<PAGE>

PART C. OTHER INFORMATION
- -------

Item 23. Exhibits:

(a) Declaration of Trust. (1)

(b) By-Laws of Registrant.(1)

(d)(1) Form of Master Investment Advisory
Agreement between Registrant on behalf
of the SCI Fund and the Adviser. (1)

(e)(1) Form of Distribution Agreement between
Registrant and Distributor. (1)

(f) None.

(g) Form of Custodian Contract between
Registrant and Custodian.(1)

(h)(1) Form of Transfer Agency and Service
Agreement between Registrant and Transfer
Agent. (1)

(h)(3) Administration Agreement between Registrant
and Administrator.(1)

(i) Consent of Paul, Weiss, Rifkind, Wharton
& Garrison, counsel to Registrant.(1)

(j) Consent of independent public accountant. (1)

(k) None.

(l) None.
<PAGE>

(m)(1) Form of Rule 12b-1 Distribution Plan and
Agreement between Registrant and Distributor.(1)

(n) None.

(o)

Other Exhibits:

(A) Powers of Attorney.

______________________

(1) To be filed by Amendment.

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

None

Item 25. Indemnification

Reference is made to Article IX of Registrants By-Laws and paragraphs _ of
the Distribution Agreement.

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

The Registrant will purchase an insurance policy insuring its officers and
trustees against liabilities, and certain costs of defending claims against such
officers and trustees, to the extent such officers and trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers under certain circumstances.

Section _ of the Management Agreement between Registrant and Manager,
Section _ of the Sub-Advisory Agreement and Section _ of the Distribution
Contract between Registrant and Distributor limit the liability of Manager, the
Sub-Adviser and the Distributor to liabilities arising from willful misfeasance,
bad faith or gross negligence in the performance of their respective duties or
from reckless disregard by them of their respective obligations and duties under
the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its Trust Instrument, By-Laws Management Agreement and
Distribution Contract in a manner consistent with Release No. 11330 of the
Securities and Exchange Commission under the 1940 Act so long as the
interpretations of Section 17(h) and 17(i) of such Act remain in effect and are
consistently applied.
<PAGE>

Item 26. Business and Other Connections of the Investment Adviser

The executive officers of Voskian Capital Management & Co. and such executive
officers' positions during the past two fiscal years are as follows:

Name Position and Offices
- ---- --------------------
Michael J. Voskian

Item 27. Principal Underwriter

(a)

To be filed by Amendment.

(b) Directors and Directors.

To be filed by Amendment.

Item 28. Location of Accounts and Records

All accounts books and other documents required to be maintained by
Registrant by Section 31(a) of the 1940 Act and the Rules thereunder will be
maintained at the offices of:

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on April 12, 2000.

Voskian Funds Trust

By: /s/ Michael J. Voskian
----------------------
Michael J. Voskian

<PAGE>

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

Signature Title Date

President
/s/ Michael J. Voskian April 12, 2000
- ----------------------
Michael J. Voskian