HILLVIEW INVESTMENT TRUST II, N-1A/A, 2000-08-31

HILLVIEW INVESTMENT TRUST II
N-1A/A, 2000-08-31

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As filed with the Securities and Exchange Commission on August 31, 2000

1933 Act Registration No. 333 - 34806
1940 Act Registration No. 811 - 09901

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]

Pre-Effective Amendment No. 2 [ X ]

Post-Effective Amendment No. _____ [ ]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. 2 [ X ]

HILLVIEW INVESTMENT TRUST II
(Exact name of registrant as specified in charter)

1055 Washington Boulevard
Third Floor
Stamford, Connecticut 06901
(Address of principal executive offices)

Registrant's telephone number, including area code: (203) 778-6600

M. KATHLEEN WOOD
1055 Washington Boulevard
Third Floor
Stamford, Connecticut 06901
(Name and Address of Agent for Service)

Copies to:
ARTHUR J. BROWN, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave., N.W.
Washington, D.C. 20036-1800
Telephone: (202) 778-9000

Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement

This Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, may
determine.

<PAGE>

Hillview Investment Trust II

Contents of Registration Statement

This Registration Statement consists of the following papers and documents.

Cover Sheet

Contents of Registration Statement

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibits

<PAGE>

Hillview Investment Trust II
Hillview Alpha Fund
Hillview International Alpha Fund

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

PROSPECTUS

September 1, 2000

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

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the funds' shares or determined whether this prospectus
is complete or accurate. To state otherwise is a crime.

<PAGE>

CONTENTS

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

Hillview Alpha Fund..................................................... 1

Hillview International Alpha Fund....................................... 6

More About Investment Strategies and Risks..............................11

Management..............................................................12

Dividends and Taxes.....................................................15

Shareholder Information.................................................16

Purchasing Shares
Selling Shares
Exchanging Shares
Other Information about Purchases and Redemptions
Shareholder Reports and Inquiries

<PAGE>

------------Hillview Alpha Fund------------

Hillview Alpha Fund
Investment Objective, Strategies and Risks

INVESTMENT OBJECTIVE

Long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the fund intends to invest primarily in common
stocks of U.S. small- and mid-capitalization companies (i.e., companies whose
stock market capitalization is no larger than the largest company in the Russell
Mid-Cap Index of mid cap stocks or less at the time of investment). The fund
typically will focus its investments in stocks of companies that are outside the
S&P 500 Index. The fund may invest in large-capitalization companies when the
sub-adviser(s) feel such companies are undervalued or present significant
potential for growth. The fund may also invest in other equity securities, such
as convertible preferred stock, debt securities convertible into or exchangeable
for common stock and warrants or rights that are convertible into common stock.

The fund's investment manager, Hillview Capital Advisors, LLC ("Hillview
Advisors"), selects sub-advisers to manage specified portions of the fund.
Hillview Advisors anticipates that, under normal circumstances, the fund's
portfolio will be allocated among four to six sub-advisers. Hillview Advisers
has full discretion to allocate and rebalance the fund's assets among the fund's
sub-advisers. Hillview Advisors selects sub-advisers with complimentary
investment styles which are intended to bring the fund enhanced portfolio and
style diversification as well as excess return relative to a market benchmark
over time. Hillview Advisors seeks sub-advisers with distinguished track
records, specific investment processes and experienced firm personnel. More
specifically, Hillview Advisors seeks managers with definable, sustainable
advantages over their peers that, when applied in less efficient market sectors,
can result in superior returns.

The fund has adopted a "concentrated equity" approach for management of the
majority of its assets. Under a concentrated equity approach, a sub-adviser
invests only in its "best investment ideas," that is, the securities in which it
has the highest confidence for investment success at any given time. For certain
sub-advisors, a concentrated equity approach will mean a portfolio of 15-20
equity securities; for other sub-advisers it will mean investing in a portfolio
that has substantially fewer securities than other accounts they manage with
similar styles. By focusing on the "best investment ideas" of each sub-adviser,
the fund seeks to create a portfolio with increased overall performance when
compared to a more broadly diversified portfolio of securities selected by a
single sub-adviser. At the same time, the use of multiple sub-advisers with
distinct styles is intended to provide a prudent level of diversification of
securities as compared to each individual sub-adviser.

Harris Associates L.P. ("Harris"), Nevis Capital Management, Inc. ("Nevis
Capital"), Shaker Investments, Inc. ("Shaker Investments"), Pzena Investment

1
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------------Hillview Alpha Fund------------

Management LLC ("Pzena") and Frontier Capital Management Company, LLC
("Frontier") currently serve as sub-advisers to the fund.

Harris employs a value-oriented, long-term investment philosophy and a
fundamental research driven stock selection process for equity investing. Harris
attempts to minimize risk and preserve capital by identifying companies whose
securities trade at a substantial discount to Harris' calculation of the
companies' true business values. Harris' concentrated approach focuses on
securities it BELIEVES reflect at least a 30-50% discount to Harris' calculation
of the value of the underlying companies.

Nevis Capital's investment philosophy is premised on the belief that the
performance of a company's stock will track its earnings growth over the
long-term. Consistent with that belief, the firm typically selects companies for
investment that, during a comparable period, had annual earnings growth greater
than 20% of their prior year's earnings. Rather than focusing on companies whose
reported earnings growth may be attributable to investment income, extraordinary
gains or specialized, one time accounting techniques, the firm concentrates on
companies with sustainable earnings. Therefore, the firm selects companies that
generate high returns on invested capital and have strong, positive cash flows.

Shaker Investments' investment focus is on maximizing returns while trying to
minimize the long-term risk, through investing in high-quality U.S. growth
companies, i.e., dominant growth companies characterized by, among other things,
strong management, positive earnings or cashflows and market leadership. The
firm's investment process encompasses three analytical phases: top down view,
identifying superior companies, and buying at the right price. Shaker
Investments evaluates significant macroeconomics, demographic and industry
trends to determine which sectors are growing at above average rates and are
likely to continue growing at such rates for the next three to five years or
longer. The firm then evaluates specific growth companies within these sectors,
measuring them against eleven different criteria, focusing on an analysis of the
sustainability of a company's strong, proprietary advantage over the ensuing
three years. Shaker Investments selects companies that have stable and above
average profit margins and whose three year sustainable growth rate exceed their
projected price to earnings multiple.

Pzena employs a "value equity" approach, which involves in-depth fundamental
analysis to identify companies whose long-term earnings prospects are not
reflected in the current share price. Pzena attempts to capitalize on investment
opportunities that may develop when investors over-react to adverse business
conditions, resulting in excessive undervaluation of specific securities.
Pzena's research focus is on forecasting what a business should earn over a
normal business cycle. The firm believes this approach will identify value
opportunities for the fund since most equity managers ignore value opportunities
because they are concentrating more on predicting near-term earnings.

Frontier seeks capital appreciation by investing in companies expected to
generate above-average earnings growth in a concentrated portfolio of no more
than 40 stocks. The investment process is driven by internal research, seeking
growth companies at reasonable valuations. Frontier attempts to achieve excess
return by utilizing the research capabilities of the entire team of ten Frontier
research analysts. Each analyst selects up to four stocks and has full
discretion over investment ideas, buys and sells, and weightings for his or her

2
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------------Hillview Alpha Fund------------

portion of the portfolio. The team leader is responsible for certain overall
decisions, including sector and industry weightings.

PRINCIPAL RISKS

An investment in the fund is not guaranteed, you may lose money by investing in
the fund.

The fund is not a complete investment program. It has been designed to provide
exposure to small to mid-capitalization securities, and is typically used in
conjunction with a variety of other investments to provide clients with a full
and appropriate asset allocation.

The fund is newly organized and has no operating history as a registered
investment company. The fund follows the same investment objective and
strategies as an unregistered investment company advised by Hillview Advisors
that operated from September 4, 1997 to the date of this prospectus.

An investment in the fund is subject to a number of risks, including (1) the
risk that stock prices may decline over short or even extended periods; (2) the
risk that the sub-advisers will not perform as anticipated; (3) the risk of
increased volatility that may result from the "concentrated equity" approach;
and (4) certain risks, including increased volatility, associated with
investment in small- and mid-capitalization company securities.

Stock prices in general rise and fall as a result of investors' perceptions of
the market as a whole. If the stock market drops in value, the value of the
fund's portfolio investments is also likely to decrease in value. The increase
or decrease in the value of the fund's investments, in percentage terms, may be
more or less than the increase or decrease in the value of the market.

The fund's investment success depends on the skill of Hillview Advisors in
evaluating, selecting and monitoring sub-advisers and on the investment
management expertise of each sub-adviser and its personnel responsible for
managing the fund's assets. The strategies and techniques used by an individual
sub-adviser may not result in positive investment gains, and the fund may not
exceed the performance of its equity benchmarks. An investment in the fund is
subject to the risks that Hillview Advisors will not effectively maintain a
group of sub-advisers that can meet the fund's objective and that one or more
sub-advisers may not perform as anticipated.

The fund's concentrated approach involves the risk of decreased diversification
due to fewer holdings. Because each sub-adviser may invest in a limited number
of securities, changes in the market value of a single issuer held by a
sub-adviser could affect the performance of that sub-adviser's portion of a fund
and its net asset value more severely than if the sub-adviser's holding were
more diversified. The fund seeks to reduce such risk through the use of multiple
sub-advisers. Although each sub-adviser holds only a limited number of holdings,
overall the fund's holding will be much broader.

Investments in securities of companies with smaller revenues and market
capitalizations present greater risks than securities of larger, typically more
established companies. Small capitalization companies can be more volatile in
price than larger capitalization companies due to the generally lower degree of
liquidity in the markets for such securities, the greater sensitivity of smaller
companies to changes in or failure of management, and to other changes in
competitive, business, industry and economic conditions, including risks

3
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------------Hillview Alpha Fund------------

associated with limited product lines, markets, management depth, or financial
resources. In addition, some of the companies in which the fund may invest may
be in the early stages of development and have limited operating histories.
There may be less publicly available information about small or early stage
companies, and it may take a longer period of time for the prices of such
securities to reflect the full value of their issuers' underlying earnings
potential or assets.

The fund should not be considered suitable for investors who are unable or
unwilling to assume the risks of loss inherent in such a program, nor should
investment in the fund be considered a balanced or complete investment program.

The fund is newly organized. As a result, the fund has no operating history or
performance information to include in a bar chart or table reflecting average
annual returns. Performance of the fund will vary over time.

4
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------Hillview Alpha Fund-----

Expenses and Fee Tables

FEES AND EXPENSES: These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

Maximum Sales Charges.....................None

Maximum Redemption Charge.................None

Exchange Fee..............................None

ANNUAL OPERATING EXPENSES (expenses that are deducted from assets)

Management and Advisory Fees 1.38%1
Distribution (12b-1) Fee 0.00%
OTHER EXPENSES 0.40%2
-------------- ------
Total Operating Expenses 1.78%
WAIVED FEES (0.30%)
----------- -------
Net Operating Expenses 1.48%3

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

1 The fee shown represents the management fee and the highest expected
composite of the fees to be paid to each sub-adviser assuming a target
allocation of assets among the current sub-advisers which assumes that no
sub-adviser manages more than 25% of the assets and weighting the four
highest sub-advisers' fees equally. The Management Fee is 0.25% of the Fund's
average annual assets. The sub-advisory fees are separate fees. The
contractual sub-advisory fee rates may vary based on the amount of assets
managed by each sub-adviser, and the allocations to each sub-adviser will
vary over time.

2 Other Expenses are based on estimated amounts for the current fiscal year.

3 Pursuant to a contract, Hillview Advisors has voluntarily agreed to make
payments to limit the expenses of the fund so that Other Expenses (I.E. those
expenses other than Management Fee and Sub-Advisory Fee) shall not exceed
0.35% of the fund's average annual assets for the fund's fiscal year ending
June 30, 2001. Hillview may be reimbursed the amount of any such payments in
the future provided that the payments are reimbursed within three years of
the payment being made and the combination of the fund's Other Expenses and
such reimbursements do not exceed 0.35% of the fund's average annual assets.
If actual Other Expenses are less than 0.35%, and Hillview has recouped any
eligible previous payments made, the fund will be charged such lower
expenses. Pursuant to a contract, Hillview Advisors has also voluntarily
agreed to waive its Management Fee for the fund's fiscal year ending June 30,
2001.

EXAMPLE:

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

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

1 Year..................$151

3 Years.................$560

5
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------Hillview International Alpha Fund-----

Hillview International Alpha Fund
Investment Objective, Strategies and Risks

FUND OBJECTIVE

Long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of companies in countries outside the
United States that are represented in the MSCI Europe, Australia and Far East
Index ("EAFE Index"). The EAFE Index reflects stocks in most developed countries
outside North America. The fund also invests in stocks of issuers in other
countries, including emerging markets, as represented in the MSCI Emerging
Markets Index.

Hillview Advisors selects sub-advisers to manage specified portions of the fund.
Hillview Advisors anticipates that, under normal circumstances, the fund's
portfolio will be allocated among three to six sub-advisers. Hillview Advisers
has full discretion to allocate and rebalance the fund's assets among the fund's
sub-advisers. Currently, Hillview Advisors does not anticipate allocating more
than fifteen percent of the fund's assets to Waterford Management, LLC
("Waterford"), which invests primarily in emerging markets. Hillview Advisors
selects sub-advisers with complimentary investment styles which are intended to
bring the fund enhanced portfolio and style diversification as well as excess
return relative to a market benchmark over time. Hillview Advisors seeks
sub-advisers with distinguished track records, specific investment processes and
experienced firm personnel. More specifically, Hillview Advisors seeks managers
with definable, sustainable advantages over their peers that, when applied in
less efficient market sectors, can result in superior returns.

The fund seeks to:

o Combine the efforts of several experienced, international money managers, all
with superior track records,

o Access the favorite stock-picking ideas of each manager at any point in time,

o Deliver a portfolio that is prudently diversified in terms of stocks and
industries while still allowing each manager to run portfolio segments
focused on only his or her favorite stocks, and

o Further diversify across different-sized companies, countries, industries and
styles by including managers with a variety of investment disciplines.

The fund may invest in securities traded in both developed and emerging markets.
Emerging market exposure could be expected to be as much as 20% of the fund's
assets, invested through a combination of emerging market specialist manager(s),

6
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------------Hillview International Alpha Fund------------

as well as emerging markets components of any of the sub-adviser's portfolios.
The remainder of the fund's assets will be invested in stocks of companies
listed and domiciled in developed countries. There are no limits on the fund's
geographic asset distribution, but to provide adequate diversification, the fund
ordinarily invests in the securities markets of at least five countries outside
of the United States. During abnormal market conditions, the fund may invest in
U.S. issuers and it may, at times, invest all of its assets in fewer than five
countries.

Each manager has a distinct investment approach. As a group, the managers invest
in stocks with a range of market capitalization. Although each manager has the
flexibility to invest on a worldwide basis in companies with market
capitalization of any size, it is expected that the fund may at times invest
significantly in small- and mid-capitalization foreign companies under normal
market conditions. The fund considers companies with market capitalizations less
than the median market capitalization of the EAFE Index to be small- and
mid-capitalization companies.

Harris Associates L.P. ("Harris"), BPI Global Asset Management LLP ("BPI"),
Waterford and Deutsche Asset Management Investment Services, Limited ("Deutsche
Asset Management") currently serve as sub-advisers to the fund.

Harris employs a value-oriented, long-term investment philosophy and a
fundamental research-driven stock selection process for international equity
investing. Harris attempts to minimize risk and preserve capital by identifying
companies whose securities trade at a substantial discount to Harris'
calculation of the companies' true business values. Harris' concentrated
international approach focuses on securities it BELIEVES reflect at least a
30-50% discount to Harris' calculation of the value of the underlying companies.

BPI's investment approach utilizes bottom-up analysis to identify stocks for
purchase. The firm focuses on what it believes to be quality companies with
sustainable, competitive advantages and assesses valuations based on global
industry groups as opposed to country valuations. Portfolios are expected to be
relatively concentrated, consisting of approximately 15 securities. Country
allocations are residual of stock selection.

Waterford seeks to invest in countries that have experienced significant market
declines by identifying the highest quality companies in those markets.
Waterford closely monitors developing worldwide crises and analyzes relative
equity market valuations by conducting management visits and maintaining dialogs
with a variety of industry analysts, foreign press correspondents, western
diplomats and economists. Waterford selects companies with: (1) a dominant
market share and critical competitive size; (2) a strong balance sheet and
management team; (3) wide ownership by institutional investors prior to the
country's crises; (4) a wide following by sell side analysts; and (5)
historically high average trading volumes. Waterford's portfolios typically
consist of between 20 and 40 names. The portfolio manager attempts to moderate
risk through diversification across multiple regions, sectors and crisis types.

7
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------------Hillview International Alpha Fund------------

selection as opposed to sector selection as the best opportunity to add value.
Each company's growth characteristics are evaluated, with an emphasis on company
fundamentals and sustainable net cash flows. A team of over 240 investment
professionals worldwide supports the investment process.

PRINCIPAL RISKS

An investment in the fund is not guaranteed, you may lose money by investing in
the fund. The fund is not a complete investment program.

The fund is newly organized and has no operating history. The adviser has not
previously managed or advised an international mutual fund.

Stock prices in general rise and fall as a result of investors' perceptions of
the market as a whole. If the stock markets drop in value, the value of the
fund's portfolio investments is also likely to decrease in value. The increase
or decrease in the value of the fund's investments, in percentage terms, may be
more or less than the increase or decrease in the value of the global markets.

The fund's investment success depends on the skill of Hillview Advisors in
evaluating, selecting and monitoring sub-advisers and on the investment
management expertise of each sub-adviser and its personnel responsible for
managing the fund's assets. The strategies and techniques used by an individual
sub-adviser may not result in positive investment gains, and the fund may not
exceed the performance of its equity benchmarks. An investment in the fund is
subject to the risks that Hillview Advisors will not effectively maintain a
group of sub-advisers that can meet the fund's objectives and that one or more
of the sub-advisers may not perform as anticipated.

Foreign securities involve additional risks that normally are not associated
with securities of U.S. issuers. These include risks relating to political,
social and economic contributions and developments abroad and differences
between U.S. and foreign regulatory requirements and market practices. When
securities are denominated in foreign currencies, they also are subject to
currency risk. Currency risk is the risk that the value of a foreign currency in
which one or more of a fund's investments are denominated will fall in relation
to the U.S. dollar. Currency exchange rates can be volatile and can be affected
by, among other factors, the general economics of a country, the actions of the
U.S. and foreign governments or central banks, the imposition of currency
controls, and speculation.

Sector allocation risk is the risk that sub-advisers may not be successful in
choosing the best allocation among geographic or other market sectors. A fund
that allocates its assets among market sectors is more dependent on its
investment adviser's or sub-adviser's ability to successfully assess the
relative values in each sector than are funds that do not do so.

Securities of issuers located in emerging market countries are subject to all of
the risks of other foreign securities. However, the level of those risks often

8
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------------Hillview International Alpha Fund------------

is higher due to the fact that political, legal and economic systems in emerging
market countries may be less fully developed and less stable than those in
developed countries. Emerging market securities also may be subject to
additional risks, such as lower liquidity and larger or more rapid changes in
value.

The fund is newly organized. As a result, the fund has no operating history or
performance to include in a bar chart or table reflecting average annual
returns. Performance of the fund will vary over time.

EXPENSES AND FEE TABLES

FEES AND EXPENSES: These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

Maximum Sales Charges.....................None

Maximum Redemption Charge.................None

Exchange Fee..............................None

ANNUAL OPERATING EXPENSES (expenses that are deducted from assets)

Management and Advisory Fees 1.20%1
Distribution (12b-1) Fee 0.00%
OTHER EXPENSES .84%2
-------------- ------
Total Operating Expenses 2.04%
WAIVED FEES (0.34%)
----------- -------
Net Operating Expenses 1.70%3

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

1 The fee shown represents the management fee and the highest expected
composite of the fees to be paid to each sub-adviser assuming a target
allocation of assets among the current sub-advisers which assumes that
Waterford manages no more than 15% of the assets and no other sub-adviser
manages more than 40%. The composite sub-advisory fee is calculated by
allocating 15% to Waterford, 40% each to the next two highest paid
sub-advisers and 5% to the sub-adviser with the lowest fees. The Management
Fee is 0.25% of the Fund's average annual assets. The sub-advisory fees are
separate. The contractual sub-advisory fee rates vary based on the amount of
assets managed by each sub-adviser, and the allocations to each sub-adviser
will vary over time.

2 Other Expenses are based on estimated amounts for the current fiscal year.

3 Pursuant to a Contract, Hillview Advisors has voluntarily agreed to make
payments to limit the expenses of the fund so that Other Expenses (I.E. those
expenses other than Management Fee and Sub-Advisory Fee) shall not exceed
0.75% of the fund's average annual assets for the fund's fiscal year ending
June 30, 2001. Hillview may be reimbursed the amount of any such payments in
the future provided that the payments are reimbursed within three years of
the payment being made and the combination of the fund's Other Expenses and
such reimbursements do not exceed 0.75% of the fund's average annual assets.
If actual Other Expenses are less than 0.75%, and Hillview has recouped any
eligible previous payments made, the fund will be charged such lower
expenses. Pursuant to a contract, Hillview Advisors has also voluntarily
agreed to waive its Management Fee for the fund's fiscal year ending June 30,
2001.

EXAMPLE:

9
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------------Hillview International Alpha Fund------------

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

1 Year..................$173
3 Years.................$640

10
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------Hillview Alpha Fund-----
Hillview International Alpha Fund

More About Investment Strategies and Risks

CASH AND CASH EQUIVALENTS. Each sub-adviser normally may invest no more than 10%
of its portion of the fund in cash or cash equivalent investments. This
restriction will not apply when economic or market conditions are such that a
sub-adviser determines that a temporary defensive position is appropriate, or
during periods when excess cash is generated through new purchases or when a
sub-adviser is unable to identify suitable investments. The management of such
cash and cash equivalent securities may be performed by each sub-adviser or by
Hillview. If a fund enters into a temporary defensive position, it may not
achieve its investment objective.

The cash equivalent investments that may be purchased by the funds include short
term, high quality debt securities, money market instruments such as bills,
notes and bonds that are issued, sponsored or guaranteed by the U.S. Government,
its agencies or instrumentalities ("U.S. Government Securities"), commercial
paper or floating rate debt instruments. Cash equivalent securities other than
U.S. Government Securities purchased by the funds must have received one of the
two highest ratings from a nationally recognized securities rating organization
or be of comparable quality. The funds may also purchase shares of money market
mutual funds or interests in collective accounts maintained by banks or
financial institutions, which hold the types of securities described above. In
addition, cash not invested in equities may be invested in fixed income
securities ("Bonds") pending investment in equity securities, as well as to
maintain liquidity. Bonds and money market securities, while generally less
volatile than equity securities, are subject to interest rate and credit risks.

OPTIONS. The funds may also purchase options on individual equity securities,
rather than, or in addition to buying the underlying equity securities, as a
means of limiting its capital at risk in the market. The purchase of an option
risks a total loss of the premium paid for the option if the price of the
underlying security does not increase or decrease sufficiently to justify
exercise.

PORTFOLIO TURNOVER. Each fund is expected to have an annual turnover of less
than 100%.

INTEREST RATE RISK. The value of bonds generally can be expected to fall when
interest rates rise and to rise when interest rates fall. Interest rate risk is
the risk that interest rates will rise, so that the value of a fund's
investments in bonds will fall. Because interest rate risk is the primary risk
presented by U.S. government and other very high quality bonds, changes in
interest rates may actually have a larger effect on the value of those bonds
than on lower quality bonds.

CREDIT RISK. Credit risk is the risk that the issuer of a bond will not make
principal or interest payments when they are due. Even if an issuer does not
default on a payment, a bond's value may decline if the market believes that the
issuer has become less able, or less willing, to make payments on time. Even
high quality bonds are subject to some credit risk. However, credit risk is
higher for lower quality bonds. Low quality bonds involve high credit risk and
are considered speculative. Some low quality bonds may be in default when
purchased by a fund.

11
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------Hillview Alpha Fund-----
Hillview International Alpha Fund

Management

INVESTMENT MANAGER

Hillview Advisors serves as the investment manager for the funds under the terms
of its investment advisory agreement ("Hillview Agreement") with Hillview
Investment Trust II ("Trust"). Officers of Hillview Advisors serve as the
Executive Officers of the funds and/or as members of the Board of Trustees. For
its services under the Hillview Agreement, Hillview Advisors receives an annual
fee of 0.25% of each fund's average daily assets. The principal offices of
Hillview Advisors are located at 1055 Washington Boulevard, Stamford,
Connecticut 06901. Hillview Advisors had over $700 million in assets under
management as of December 31, 1999.

Hillview Advisors evaluates and selects leading investment management firms to
sub-advise specified portions of each fund. Hillview Advisors also monitors the
performance and operations of the sub-advisers as well as any changes in the
sub-advisers' organizations or business operations that may affect a
sub-adviser's future performance. Hillview Advisors oversees the services
provided to the Trust by its administrator, custodian and other service
providers. Hillview Advisors is authorized to adjust the percentage of each fund
that is allocated to any sub-adviser from time to time. Subject to the receipt
of an exemptive order from the Securities and Exchange Commission, Hillview
Advisors may select additional or replacement sub-advisers (subject to the
approval of the Board of Trustees) in the event a sub-adviser is no longer able
to manage all or part of its portion of a fund, Hillview Advisors determines to
terminate a sub-advisory relationship, or if an additional sub-adviser is
selected by Hillview Advisors. There is no guarantee that the funds will receive
such an exemptive order.

Hillview has no prior experience managing a registered investment company.
Several employees of Hillview, however, have been officers of companies that
have managed registered and unregistered multi-adviser investment vehicles
including the predecessor to the Alpha Fund. David M. Spungen has primary
responsibility for evaluating and selecting sub-advisers. Mr. Spungen is a
co-founder and President of Hillview Advisors, which commenced operations in
April 1999. Prior to that, he was a principal of CMS Companies where he served
in a similar capacity in the management of the Alpha Fund's predecessor fund.

ALPHA FUND SUB-ADVISERS

Harris was founded in 1976 and managed approximately $10.9 billion in assets as
of March 31, 2000. Harris is located at Two North LaSalle Street, Suite 500,
Chicago, Illinois 60602. Michael Mangan and Edward Loeb have primary
responsibility for sub-advising the portion of the Alpha Fund's assets managed
by Harris. Mr. Loeb is a partner of the firm and serves as Director of
Institutional Portfolios. He has worked for Harris Associates for eleven years.
Mr. Mangan is an institutional portfolio manager and has worked for the firm
since 1997. From 1988 to 1997, he was a portfolio manager for Steinroe &
Farnham. The fund pays Harris an annual sub-advisory fee of 0.75% of the average
daily assets on the first $20 million of the portion of the fund's portfolio it

12
<PAGE>

------Hillview Alpha Fund-----
Hillview International Alpha Fund

manages, and 0.50% of the average daily assets of the rest of the portion of the
fund's assets it manages.

Nevis Capital was established in 1991 and managed approximately $1.5 billion in
assets as of March 31, 2000. Nevis Capital is located at 1119 St. Paul Street,
Baltimore, Maryland 21202. Jon C. Baker and David R. Wilmerding, III have
primary responsibility for sub-advising the portion of the Alpha Fund's assets
managed by Nevis Capital. Mr. Baker and Mr. Wilmerding, both principals of the
firm, founded Nevis Capital in 1991. The fund pays Nevis Capital an annual
sub-advisory fee of 1.50% of the average daily assets of the portion of the
fund's portfolio it manages.

Shaker Investments was established in 1991 and managed approximately $1.4
billion in assets as of March 31, 2000. Shaker Investments is located at One
Chagrin Highlands, 2000 Aubern Drive, Suite 300, Cleveland, OH 44122. Edward
Hemmelgarn has primary responsibility for sub-advising the portion of the Alpha
Fund's assets managed by Shaker Investments. Mr. Hemmelgarn is the founder,
President and Chief Investment Officer of Shaker Investments. The fund pays
Shaker Investments an annual sub-advisory fee of 1.00% of the average daily
assets of the portion of the fund's portfolio it manages.

Pzena was founded in 1995 and managed approximately $609 million in assets as of
March 31, 2000. Pzena is located at 830 Third Avenue, New York, NY 10022.
Richard Pzena has primary responsibility for sub-advising the portion of the
Alpha Fund's assets managed by Pzena. Mr. Pzena founded the firm in 1995. Prior
to that he was the Director, U.S. Equity Investments and Chief Research Officer
of Sanford Bernstein & Company, Inc. from 1986 to 1995. The fund pays Pzena an
annual sub-advisory fee of 1.00% of the average daily assets of the first $30
million of the portion of the fund's portfolio it manages and 0.75% of the
average daily assets of the rest of the portion of the fund's portfolio it
manages.

Frontier was founded in 1980 and managed over $5.7 billion in assets as of March
31, 2000. Frontier is located at 99 Summer Street, Boston, MA 02110. Michael A.
Cavarretta, CFA has primary responsibility for sub-advising the portion on of
the Alpha Fund's assets managed by Frontier. Mr. Cavarretta is a Senior Vice
President of Frontier, and has had portfolio management and research analyst
responsibilities with the firm since 1988. The fund pays Frontier an annual
sub-advisory fee of 1.00% of the average daily assets of the first $25 million
of the portion of the fund's portfolio it manages and 0.75% of the average daily
assets of the rest of the portion of the fund's portfolio it manages.

INTERNATIONAL ALPHA FUND SUB-ADVISERS

Harris, described above, also serves as a sub-adviser to the International Alpha
Fund. David G. Herro has primary responsibility for sub-advising the portion of
the International Alpha Fund's assets managed by Harris. Mr. Herro is a partner
of the firm and has served as Director of International Equities since joining
the firm in 1992. The fund pays Harris an annual sub-advisory fee of 0.75% of
the average daily assets of the first $25 million of the portion of the fund's
assets it manages, 0.70% of the average daily assets of the next $25 million of
the fund's assets it manages, 0.60% of the average daily assets of the next $50

13
<PAGE>

------Hillview Alpha Fund-----
Hillview International Alpha Fund

million of fund's assets it manages, and 0.50% on the rest of the average daily
assets of the portion of the fund's assets it manages.

BPI was founded in 1997 and managed approximately $4.6 billion in assets as of
March 31, 2000. BPI is located at 1900 Summit Tower Boulevard, Orlando, Florida
32810. Daniel Jaworski, CFA, and Pablo Salas have primary responsibility for
sub-advising the portion of the International Alpha Fund's assets managed by
BPI. Prior to co-founding BPI in 1997, Messrs. Jaworski and Salas served in
similar investment management and research capacities with STI Capital
Management. The fund pays BPI an annual sub-advisory fee of 0.80% of the average
daily assets on the first $20 million of the portion of the fund's portfolio it
manages, and 0.60% of the average daily assets of the next $30 million, 0.50% of
the average daily assets of the next $50 million of the fund's assets it
manages, and a negotiable rate on assets greater than $100 million.

Waterford was founded in 1996 and managed approximately $12 million in assets as
of March 31, 2000. Waterford Partners is located at 150 East 58th Street, New
York, NY 10155. Waterford Partners has no prior experience managing assets of a
registered investment company. Edward T. Bozaan will have primary responsibility
for sub-advising the portion of the International Alpha Fund's assets managed by
Waterford Partners. Mr. Bozaan is president of Waterford. Prior to founding the
firm, Mr. Bozaan served in a similar portfolio management capacity with Caspian
Asset Management and Normandy Asset Management. The fund pays Waterford Partners
an annual sub-advisory fee of 2.00% of the average daily assets of the portion
of the fund's portfolio it manages.

Deutsche Asset Management was originally founded in 1972 as Morgan Grenfell
Investment Services, Inc. and managed approximately $12 billion in assets as of
March 31, 2000. Deutsche Asset Management is located at One Appold Street,
London, England. Alexander Tedder and Patrick Deane have primary responsibility
for sub-advising the portion of fund's assets managed by Deutsche Asset
Management Messrs. Tedder and Deane are directors of Deutsche Asset Management,
and have each had responsibilities managing equity portfolios for the firm since
1994. The fund pays Deutsche Asset Management an annual sub-advisory fee of
0.60% of the average daily assets of the first $20 million of the portion of the
fund's portfolio it manages, and 0.55% of the average assets of the rest of the
portion of the fund's assets it manages (if the breakpoint of $20 million is
reached in the first year of the contract; otherwise the breakpoint will be $50
million).

OTHER INFORMATION

The funds have applied for an order from the Securities and Exchange Commission
that would permit their Board of Trustees to appoint and replace sub-advisers
and to amend sub-advisory contracts without obtaining shareholder approval. If
the funds obtain the order they will be able to appoint and replace sub-advisers
and to amend sub-advisory contracts without obtaining shareholder approval.

14
<PAGE>

------Hillview Alpha Fund-----
Hillview International Alpha Fund

DIVIDENDS AND TAXES

DIVIDENDS

Each fund normally declares and pays income dividends and distributes any
realized capital gains annually.

Distributions are made on a per share basis regardless of how long you have
owned your shares. Therefore, if you invest shortly before the distribution
date, some of your investment will be returned to you in the form of a
distribution. You will receive dividends in additional shares of your fund
unless you elect to receive them in cash. Contact Hillview Advisors if you
prefer to receive dividends in cash.

TAXES

The dividends that you receive from the funds generally are subject to federal
income tax regardless of whether you receive them in additional fund shares or
in cash. Each fund expects that its dividends will include distributions
primarily of capital gain, as well as ordinary income. A distribution of capital
gains will be taxed at a lower rate than ordinary income dividends. Each year,
your fund will tell you how you should treat its dividends for tax purposes. If
you hold fund shares through a tax-exempt account or plan, such as an IRA or
401(k) plan, dividends on your shares generally will not be subject to tax.

When you sell fund shares, you generally will be subject to federal income tax
on any gain you realize. If you exchange a fund's shares for shares of another
Hillview mutual fund, the transaction will be treated as a sale of a fund's
shares, and any gain will be subject to federal income tax.

SHAREHOLDER INFORMATION

PURCHASING SHARES
You may purchase shares of a fund only if you are a client of Hillview Advisors.
Shares of each fund are sold at its net asset value per share ("NAV") next
calculated after your purchase order is accepted by the Trust. The minimum
initial investment is $100,000 and subsequent investments must be at least
$10,000. The Board of Trustees may waive any minimum investment amounts, as well
as authorize the acceptance of purchases by additional persons including
employees of Hillview Advisors and its affiliated companies.

Each fund's NAV is determined at the close of regular trading on the New York
Stock Exchange (normally at 4:00 p.m. Eastern time) on days the Exchange is
open.

15
<PAGE>

------Hillview Alpha Fund-----
Hillview International Alpha Fund

The NAV is calculated by adding the total value of a fund's investments and
other assets, subtracting its liabilities and then dividing that figure by the
number of outstanding shares of the fund:

NAV = Total Assets - Liabilities
--------------------------
number of shares outstanding

The value of a fund's investments is generally determined by current market
quotations. If market quotations are not available, prices will be based on fair
value as determined by the Board of Trustees. Short-term obligations with
maturities of 60 days or less are valued at amortized cost, which constitutes
fair value as determined by the Board of Trustees.

Payment for purchases of fund shares may be made by wire transfer or by check
drawn on a U.S. bank. All purchases must be made in U.S. dollars. Each fund
reserves the right to reject any purchase order. The funds' transfer agent may
receive purchase orders on any regular business day.

SELLING SHARES
You may redeem your shares in any fund on any trading day on WHICH the New York
Stock Exchange IS OPEN FOR BUSINESS. Shares will be redeemed at the NAV next
computed after receipt of your redemption order by the Trust. The value of
securities that are primarily listed on foreign exchanges may change on days
when the New York Stock Exchange is closed and the NAV of the fund is not
calculated. You will receive redemption proceeds within 7 days after receipt of
your redemption order by the Trust. Redemption proceeds may be wired to an
account that you have predesignated and which is on record with the Trust.
Shares purchased by check will not be redeemed until that payment has cleared --
normally, within 15 days of receipt of the check by the Trust.

As a mutual fund shareholder, you are technically selling shares when you
request a withdrawal in cash. This is also known as redeeming shares or a
redemption of shares.

Redemption requests must be in writing and must be signed by the shareholder(s)
named on the account. If you wish to redeem shares of the fund valued at $25,000
or more, each signature must be guaranteed.

Please direct all communication regarding purchase and redemption of Shares to
your investment advisor or:

PFPC Inc.
211 Gulph Road
King of Prussia, PA 19406

EXCHANGES
You may exchange shares of a fund for shares of the other Hillview fund. There
are no fees for such exchanges. You may exchange shares of one fund for shares
of another fund only after the first purchase has settled and the first fund has
received your payment.

16
<PAGE>

------Hillview Alpha Fund-----
Hillview International Alpha Fund

OTHER INFORMATION ABOUT PURCHASES AND REDEMPTIONS

You will not be able to purchase or redeem your shares on days when the New York
Stock Exchange is closed.

Each fund reserves the right to honor any request for redemption by making
payment in whole or in part in securities.

If at any time when a request for transfer or redemption of shares of a fund is
received by a fund, your account falls below $500, the fund may ask you to
increase your balance. If it is still below $500 after 30 days, the fund may
close your account and send you the proceeds at the current NAV.

SHAREHOLDER REPORTS AND INQUIRIES
Shareholders will receive semi-annual reports containing unaudited financial
statements as well as annual reports containing financial statements, which have
been audited by their fund's independent accountants. Each shareholder will be
notified annually as to the Federal tax status of distributions made by their
fund. Shareholders may contact their fund by calling the telephone number shown
on the back cover of this prospectus.

17
<PAGE>

If you want more information about the funds, the following document is
available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more detailed information about the funds and is incorporated
by reference into this prospectus.

You may discuss your questions about a fund by contacting Hillview Advisors. You
may obtain free copies of the SAI by contacting the fund directly at
1-888-342-6280.

Information about the funds (including an SAI) can be reviewed and copied at the
SEC's Public Reference Room in Washington D.C. Information about the operation
of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090.

Reports and other information about the funds are available on the EDGAR
Database on the SEC's Internet website at: HTTP://WWW.SEC.GOV. You may obtain
copies of this information, after you pay a duplicating fee, by e-mail request
at [email protected], or by writing the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

Hillview Investment Trust II
Investment Company Act File No. 811-09901
Hillview Alpha Fund
Hillview International Alpha Fund

<PAGE>

HILLVIEW ALPHA FUND
HILLVIEW INTERNATIONAL ALPHA FUND
1055 WASHINGTON BOULEVARD
STAMFORD, CONNECTICUT 06901

STATEMENT OF ADDITIONAL INFORMATION

Hillview Alpha Fund and Hillview International Alpha Fund are diversified
series of Hillview Investment Trust II ("Trust"), a professionally managed,
open-end management investment company.

The investment manager for the funds is Hillview Capital Advisors, LLC
("Hillview Advisors"), an asset management subsidiary of Value Asset Management,
Inc ("VAM"). PFPC Inc. ("PFPC") serves as the funds' administrator and transfer
agent, PFPC Trust Company serves as custodian, and PFPC Distributors, Inc.
serves as distributor for the funds.

This Statement of Additional Information ("SAI") is not a prospectus and
should be read only in conjunction with the funds' current Prospectus, dated
September 1, 2000. A copy of the Prospectus may be obtained by calling Hillview
Advisors toll-free 1-888-342-6280. This SAI is dated Sepetember 1, 2000. Shares
of the funds are currently available only to investment advisory clients of
Hillview Capital Advisors, as described in the prospectus.

TABLE OF CONTENTS

PAGE
----

The Funds and Their Investment Policies.......................... 2
The Funds' Investments, Related Risks and Limitations............ 6
Strategies Using Derivative Instruments.......................... 19
Organization; Board Members, Officers and Principal Holders of 27
Securities.......................................................
Investment Advisory and Distribution Arrangements................ 29
Portfolio Transactions........................................... 31
Additional Exchange and Redemption Information
and Other Services............................................... 33
Valuation of Shares.............................................. 34
Performance Information.......................................... 34
Taxes............................................................ 36
Other Information................................................ 38
Financial Statements............................................. 42

<PAGE>

THE FUNDS AND THEIR INVESTMENT POLICIES

No fund's investment objective may be changed without shareholder
approval. Except where noted, the other investment policies of each fund may be
changed by its board without shareholder approval. As with other mutual funds,
there is no assurance that a fund will achieve its investment objective.

Hillview Advisors selects sub-advisers to manage specified portions of the
funds. Hillview Advisors anticipates that, under normal circumstances, the Alpha
Fund's portfolio will be allocated among four to six sub-advisers, and the
International Alpha Fund's portfolio will be allocated among three to six
sub-advisers. Hillview Advisors may allocate a fund's portfolio among fewer
sub-advisors if a fund's assets decline such that the cost of allocating the
assets among four sub-advisors would be prohibitive, or if Hillview Advisors
cannot locate complimentary sub-advisors with sufficiently distinguished track
records. Hillview Advisors selects sub-advisers with complimentary investment
styles that are intended to bring the funds enhanced portfolio and style
diversification as well as excess return relative to a market benchmark over
time. Hillview Advisors seeks sub-advisers with distinguished track records,
specific investment processes and experienced firm personnel. More specifically,
Hillview Advisors seeks managers with definable, sustainable advantages over
their peers that, when applied in less efficient market sectors, can result in
superior returns.

ALPHA FUND. The Alpha Fund's investment objective is long-term capital
appreciation.

Under normal circumstances, the fund intends to invest at least 65% of its
assets in common stocks of U.S. small- and mid-capitalization companies (i.e.,
companies whose stock market capitalization is no larger than the largest
company in the Russell Mid-Cap Index of mid cap stocks at the time of
investment). The fund typically will focus its investments in stocks of
companies that are outside the S&P 500 Index. The fund may invest in
large-capitalization companies when the sub-adviser(s) feel such companies are
undervalued or present significant potential for growth. The fund may also
invest in other equity securities with the characteristics of common stocks or
which are convertible into common stocks. Examples of allowable securities with
an equity component include convertible preferred stock, debt securities
convertible into or exchangeable for common stock and warrants or rights that
are convertible into common stock. The fund may invest up to 10% of its assets
in foreign securities.

The fund has adopted a "concentrated equity" approach for management of
the majority of its assets. Under a concentrated equity approach, a sub-adviser
is limited to investing only its "best investment ideas," or the securities in
which it has the highest confidence for success from an investment return point
of view at any given time. For certain sub-advisers, a concentrated equity
approach will mean a portfolio of 15-20 equity securities; for other
sub-advisors it will mean investing in a portfolio that has substantially fewer
securities than other accounts they manage with similar styles. By focusing only
on the "best investment ideas" of each sub-adviser, the fund seeks to
concentrate its investments in equity securities that can reflect increased
overall performance when compared to a more broadly diversified portfolio of
securities selected by a single sub-adviser. At the same time, the use of
multiple sub-advisers with distinct styles is intended to provide a prudent

2
<PAGE>

level of diversification of securities as compared to each individual
sub-adviser.

The "concentrated equity" approach is premised on the following investment
philosophy:

FIRST, it is possible to identify investment management firms that can
deliver superior performance and investment returns relative to their peer
group. Hillview evaluates, selects and monitors the activities of such
investment management firms.

SECOND, many equity managers have identified only a limited number of
equity securities which they are most confident will perform well from an
investment return point of view during any given time period, and which
represent their "best investment ideas" at that time. However, in order to
provide prudent diversification of their clients' securities portfolios, and in
view of the often large amounts of money that they manage, most such managers
purchase a larger number of equity securities for their mutual fund or separate
account clients. The long-term performance of managers with demonstrated stock
picking abilities who focus their efforts only on their "best investment ideas"
will generally exceed the performance of larger, more diversified portfolios,
albeit with increased volatility.

THIRD, a "concentrated equity" approach combined with the use of multiple
sub-advisers, has the potential to provide increased performance through
concentration, together with prudent diversification among both securities and
investment styles.

Harris Associates L.P. ("Harris"), Nevis Capital Management, Inc. ("Nevis
Capital"), Shaker Investments, Inc. ("Shaker Investments"), Pzena Investment
Management LLC ("Pzena") and Frontier Capital Management Company, LLC
("Frontier") currently serve as sub-advisers to the fund.

Harris employs a value-oriented, long-term investment philosophy and a
fundamental research driven stock selection process for equity investing. Harris
attempts to minimize risk and preserve capital by identifying companies whose
securities trade at a substantial discount to Harris' calculation of the
companies' true business values. Harris' concentrated approach focuses on
securities it believes reflect at least a 30-50% discount to Harris' calculation
of the value of the underlying companies.

3
<PAGE>

identifying superior companies, and buying at the right price. Shaker
Investments evaluates significant macroeconomics, demographic and industry
trends to determine which sectors are growing at above average rates and are
likely to continue growing at such rates for the next three to five years or
longer. The firm then evaluates specific growth companies within these sectors,
measuring them against eleven different criteria, focusing on an analysis of the
sustainability of a company's strong, proprietary advantage over the ensuing
three years. Shaker Investments selects companies that have stable and above
average profit margins and whose three year sustainable growth rate exceed their
projected price to earnings multiple.

Pzena employs a "value equity" approach that involves in-depth fundamental
analysis to identify companies whose long-term earnings prospects are not
reflected in the current share price. Pzena attempts to capitalize on investment
opportunities that may develop when investors over-react to adverse business
conditions, resulting in excessive undervaluation of specific securities.
Pzena's research focus is on forecasting what a business should earn over a
normal business cycle. The firm believes this approach will identify value
opportunities for the fund since most equity managers ignore value opportunities
because they are concentrating more on predicting near-term earnings.

Each sub-adviser shall identify sufficient equity investments so that the
securities of any one company shall not exceed 20% of the current market value
of the sub-adviser's portion of the fund at the time the security is acquired.
In addition, no sub-adviser shall invest more than 40% of the current market
value of its portion in securities of issuers from any single industry as
defined by Standard & Poor's, Inc. However, these limitations are applicable to
each sub-adviser separately, so it is possible that more than one sub-adviser
could select the same security for investment, or invest in the same industries,
resulting in less diversification among securities or industries. Hillview
Advisors will monitor compliance with these and other percentage limitations,
and if they are exceeded, will request that sub-advisers take reasonable steps
to comply.

The fund is designed for investors seeking capital appreciation from an
all-equity portfolio. The fund is not a market-timing vehicle and not a complete
investment program.

INTERNATIONAL ALPHA FUND. The International Alpha Fund's investment
objective is long-term capital appreciation.

The fund invests primarily in equity securities issued by companies
outside the United States. Under normal circumstances, the fund invests at least
65% of its total assets in stocks of companies in countries represented in the
MSCI Europe, Australia and Far East Index ("EAFE Index"). The EAFE Index

4
<PAGE>

reflects stocks in most developed countries outside of North America. The fund
may invest up to 35% of its total assets in securities of issuers located in
other countries (for example, Canada, United States and emerging markets, as
represented in the MSCI Emerging Markets Index). Emerging market exposure could
be expected to be as much as 20% of the fund's assets, invested through a
combination of emerging market specialist manager(s), as well as emerging
markets components of any of the sub-adviser's portfolios.

There are no limits on the fund's geographic asset distribution, but to
provide adequate diversification, the fund ordinarily invests in the securities
markets of at least five countries outside of the United States. In most periods
it is expected that the fund will hold securities in more than five countries;
however, during abnormal market conditions, the fund may invest in U.S. issuers
and it may, at times, invest all of its assets in fewer than five countries. The
fund considers an issuer to be located in the country in which the issuer (a) is
organized, (b) derives at least 50% of its revenues or profits from goods
produced or sold, investments made or services performed, (c) has at least 50%
of its assets situated, or (d) has the principal trading market for its
securities.

The fund also may use futures contracts and forward currency contracts to
adjust its exposure to foreign stock markets. The Sub-advisers, in consultation
with Hillview Advisors, determine the extent to which the fund uses futures
contracts and forward currency contracts for this purpose and is responsible for
implementing such transactions.

The fund seeks to:

o Combine the efforts of several experienced, international money
managers, all with superior track records,

o Access the favorite stock-picking ideas of each manager at any point in
time,

o Deliver a portfolio that is prudently diversified in terms of stocks
and industries while still allowing each manager to run portfolio
segments focused on only his or her favorite stocks, and

o Further diversify across different-sized companies, countries,
industries and styles by including managers with a variety of
investment disciplines.

Each manager has a distinct investment approach. As a group, the managers
invest in stocks with a range of market capitalization. Although each manager
has the flexibility to invest on a worldwide basis in companies with market
capitalization of any size, it is expected that the fund may at times invest
significantly in small- and mid-capitalization foreign companies under normal
market conditions. The fund considers companies with a market capitalization
less than the median market capitalization of the EAFE Index to be small- and
mid-capitalization companies.

5
<PAGE>

Harris Associates L.P. ("Harris"), BPI Global Asset Management LLP
("BPI"), Waterford Management, LLC ("Waterford"), Deutsche Asset Management
Investment Services, Limited ("Deutsche Asset Management") currently serve as
sub-advisers to the fund.

Harris employs a value-oriented, long-term investment philosophy and a
fundamental research driven stock selection process for international equity
investing. Harris attempts to minimize risk and preserve capital by identifying
companies whose securities trade at a substantial discount to Harris'
calculation of the companies' true business values. Harris' concentrated
international approach focuses on securities it BELIEVES reflect at least a
30-50% discount to Harris' calculation of the value of the underlying companies.

BPI's investment approach utilizes bottom-up analysis to identify stocks
for purchase. The firm focuses on what it believes to be quality companies with
sustainable, competitive advantages and assesses valuations based on global
industry valuation trends, as opposed to country valuations. Portfolios are
expected to be relatively concentrated, consisting of approximately 15
securities. Country allocations are residual of stock selection.

Deutsche Asset Management invests its portfolio according to the firm's
International Select style, which results in a relatively concentrated portfolio
of 30 to 40 equally weighted positions. The investment approach focuses on stock
selection as opposed to sector selection as the best opportunity to add value.
Each company's growth characteristics are evaluated, with an emphasis on company
fundamentals and sustainable net cash flows. A team of over 240 investment
professionals worldwide supports the investment process.

Waterford seeks to invest in countries that have experienced significant
market declines by identifying the highest quality companies in those markets.
Waterford closely monitors developing worldwide crises and analyzes relative
equity market valuations by conducting management visits and maintaining dialogs
with a variety of industry analysts, foreign press correspondents, western
diplomats and economists. Waterford selects companies with: (1) a dominant
market share and critical competitive size; (2) a strong balance sheet and
management team; (3) wide ownership by institutional investors prior to the
country's crises; (4) a wide following by sell side analysts; and (5)
historically high average trading volumes. Waterford's portfolios typically
consist of between 20 and 40 names. The portfolio manager attempts to moderate
risk through diversification across multiple regions, sectors and crisis types.

THE FUNDS' INVESTMENTS, RELATED RISKS AND LIMITATIONS

The following supplements the information contained in the Prospectus and
above concerning the funds' investments, related risks and limitations. Unless
otherwise noted, discussions of investment policies and risk apply to both
funds. Except as otherwise indicated in the Prospectus or the Statement of
Additional Information, the funds have established no policy limitations on its
ability to use the investments or techniques discussed in these documents.

The funds' investment success depends on the skill of Hillview Advisors in
evaluating, selecting and monitoring sub-advisers and on the investment
management expertise of each sub-adviser and its personnel responsible for

6
<PAGE>

managing the funds' assets. An investment in a fund is subject to the risk that
a sub-adviser may not perform as anticipated.

The Alpha Fund's concentrated approach involves the risk of increased
volatility due to fewer holdings. Because each sub-adviser invests in a limited
number of securities, changes in the market value of a single issuer could
affect the funds' performance and net asset value more severely than is its
holdings were more diversified. The fund seeks to reduce such risk through the
use of multiple sub-advisers.

Hillview Advisors has no prior experience managing a registered investment
company. The Alpha Fund follows the same investment objectives and strategies as
an unregistered investment company advised by Hillview Advisors, which operated
from September 4, 1997 to the date of this statement of additional information.

EQUITY SECURITIES. Equity securities include common stocks, most preferred
stocks and securities that are convertible into them, including common stock
purchase warrants and rights, equity interests in trusts, partnerships, joint
ventures or similar enterprises and depository receipts. Common stocks, the most
familiar type, represent an equity (ownership) interest in a corporation.

Preferred stock has certain fixed income features, like a bond, but is
actually equity in a company, like common stock. Convertible securities may
include debentures, notes and preferred equity securities, that may be converted
into or exchanged for a prescribed amount of common stock of the same or a
different issuer within a particular period of time at a specified price or
formula. Depository receipts typically are issued by banks or trust companies
and evidence ownership of underlying equity securities.

While past performance does not guarantee future results, equity
securities historically have provided the greatest long-term growth potential in
a company. However, their prices generally fluctuate more than other securities
and reflect changes in a company's financial condition and in overall market and
economic conditions. Common stocks generally represent the riskiest investment
in a company. It is possible that a fund may experience a substantial or
complete loss on an individual equity investment.

SMALLER AND MID-SIZED COMPANIES. The Alpha Fund may invest a substantial
portion of its assets in securities issued by small- and mid-capitalization
companies. Investments in securities of companies with smaller revenues and
market capitalizations present greater risks than securities of larger, more
established companies. Small- and mid-capitalization companies can be more
volatile in price than larger capitalization companies due generally to the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of small- and mid-capitalization companies to changes in or failure
of management, and to other changes in competitive, business, industry and
economic conditions, including risks associated with limited product lines,
markets, management depth, or financial resources. In addition, some of the
companies in which the fund may invest may be in the early stages of development
and have limited operating histories. There may be less publicly available
information about small or early stage companies, and it may take a longer

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period of time for the prices of such securities to reflect the full value of
their issuers' underlying earnings potential or assets.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, convertible securities
ordinarily provide a stream of income with generally higher yields than those of
common stocks of the same or similar issuers, but lower than the yield of
non-convertible debt. Convertible securities are usually subordinated to
comparable-tier nonconvertible securities but rank senior to common stock in a
corporation's capital structure.

The value of a convertible security is a function of (1) its yield in
comparison with the yields of other securities of comparable maturity and
quality that do not have a conversion privilege and (2) its worth, at market
value, if converted into the underlying common stock. The price of a convertible
security often reflects variations in the price of the underlying common stock
in a way that non-convertible debt does not. A convertible security may be
subject to redemption at the option of the issuer at a price established in the
convertible security's governing instrument, which may be less than the ultimate
conversion value.

Many convertible securities are rated below investment grade or, if
unrated, are considered of comparable quality. Securities rated below investment
grade are more commonly referred to as "junk."

WARRANTS. Warrants are securities permitting, but not obligating, holders
to subscribe for other securities. Warrants do not carry with them the right to
dividends or voting rights with respect to the securities that they entitle
their holder to purchase, and they do not represent any rights in the assets of
the issuer. As a result, warrants may be considered more speculative than
certain other types of investments. In addition, the value of a warrant does not
necessarily change with the value of the underlying securities, and a warrant
ceases to have value if it is not exercised prior to its expiration date.

ILLIQUID SECURITIES. The sub-advisers will not invest more than 15% of
their portions of the funds in securities that may be considered illiquid, by
virtue of the absence of a readily available market, legal or contractual
restrictions on resale, longer maturities, or other factors limiting the
marketability of the security. Generally, an illiquid security is any security
that cannot be disposed of within seven days in the ordinary course of business
at approximately the amount at which the fund has valued the security. This
policy does not apply to the acquisition of restricted securities eligible for
resale to qualified institutional buyers pursuant to Rule 144A under the

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Securities Act or commercial paper issued privately under section 4(2) of the
Securities Act, when such investments are considered to be liquid by Hillview
Advisors or the sub-advisers.

CASH AND CASH EQUIVALENTS. In order to ensure that the funds remain
substantially invested in equity securities, each sub-adviser is limited such
that no more than 10% of its portion of a fund may be invested in cash or cash
equivalent investments. This restriction will not apply when economic or market
conditions are such that a sub-adviser determines that a temporary defensive
position is appropriate, or during temporary periods when excess cash is
generated through new purchases or when a sub-adviser is unable to identify
suitable investments. If a fund enters into a temporary defensive position it
may not achieve its investment objective.

The cash equivalent investments that may be purchased by the funds include
money market instruments such as bills, notes and bonds that are issued,
sponsored or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government Securities"). The funds may also purchase
short term, high quality debt securities such as time deposits, certificates of
deposit or bankers acceptances issued by commercial banks or savings and loan
associations, and may buy commercial paper or floating rate debt instruments.
Cash equivalent securities other than U.S. Government Securities must have
received one of the two highest ratings from a nationally recognized securities
rating organization or be of comparable quality. The funds may also purchase
shares of money market mutual funds or interests in collective accounts
maintained by banks or financial institutions, which hold the types of
securities described above.

FIXED INCOME SECURITIES. Cash not invested in equities may be invested in
fixed income securities pending investment in equity securities, as well as to
maintain liquidity. Fixed income securities are debt obligations, including
notes, debentures, and similar instruments and securities and money market
instruments. Mortgage- and asset-backed securities are types of fixed income
securities, and certain types of income-producing, non-convertible preferred
stocks may be treated as debt securities for investment purposes. Fixed income
securities generally are used by corporations and governments to borrow money
from investors. The issuer pays the investor a fixed rate of interest and
normally must repay the amount borrowed on or before maturity. Many preferred
stocks and some bonds are "perpetual" in that they have no maturity date.

Fixed income securities are subject to interest rate risk and credit risk.
Interest rate risk is the risk that interest rates will rise and that, as a
result, bond prices will fall, lowering the value of a fund's investments in
fixed income securities. In general, fixed income securities having longer
durations are more sensitive to interest rate changes than are fixed income
securities with shorter durations. Credit risk is the risk that an issuer may be
unable or unwilling to pay interest and/or principal on the fixed income
security. Credit risk can be affected by many factors, including adverse changes
in the issuer's own financial condition or in economic conditions.

REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which a
fund purchases securities or other obligations from a bank or securities dealer
(or its affiliate) and simultaneously commits to resell them to the counterparty
at an agreed-upon date or upon demand and at a price reflecting a market rate of
interest unrelated to the coupon rate or maturity of the purchased obligations.
The fund maintains custody of the underlying obligations prior to their

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<PAGE>

repurchase, either through its regular custodian or through a special
"tri-party" custodian or sub-custodian that maintains separate accounts for both
the fund and its counterparty. Thus, the obligation of the counterparty to pay
the repurchase price on the date agreed to or upon demand is, in effect, secured
by such obligations. Repurchase agreements carry certain risks not associated
with direct investments in securities, including a possible decline in the
market value of the underlying obligations. If their value becomes less than the
repurchase price, plus any agreed-upon additional amount, the counterparty must
provide additional collateral so that at all times the collateral is at least
equal to the repurchase price plus any agreed-upon additional amount. The
difference between the total amount to be received upon repurchase of the
obligations and the price that was paid by the fund upon acquisition is accrued
as interest and included in its net investment income. Repurchase agreements
involving obligations other than U.S. government securities (such as commercial
paper and corporate bonds) may be subject to special risks and may not have the
benefit of certain protections in the event of the counterparty's insolvency. If
the seller or guarantor becomes insolvent, a fund may suffer delays, costs and
possible losses in connection with the disposition of collateral. The funds
intend to enter into repurchase agreements only with counterparties in
transactions believed by Hillview Advisors to present minimum credit risks.

INVESTING IN FOREIGN SECURITIES. Investing in foreign securities involves
more risks than investing in the United States. The value of foreign securities
is subject to economic, social and political developments in the countries where
the companies operate and to changes in foreign currency values. Investments in
foreign securities involve risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. These
risks may include expropriation, confiscatory taxation, withholding taxes on
interest and/or dividends, limitations on the use or transfer of fund assets and
political or social instability or diplomatic developments. Moreover, individual
foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Securities of many foreign companies may be less liquid and their prices more
volatile than securities of comparable U.S. companies. While the funds generally
invest in securities that are traded on recognized exchanges or
over-the-counter, from time to time foreign securities may be difficult to
liquidate rapidly without significantly depressing the price of such securities.
Transactions in foreign securities may be subject to less efficient settlement
practices. Foreign securities trading practices, including those involving
securities settlement where fund assets may be released prior to receipt of
payment, may expose the funds to increased risk in the event of a failed trade
or the insolvency of a foreign broker-dealer. Legal remedies for defaults and
disputes may have to be pursued in foreign courts, whose procedures differ
substantially from those of U.S. courts. Additionally, the costs of investing
outside the United States frequently are higher than those in the United States.
These costs include relatively higher brokerage commissions and foreign custody
expenses.

Securities of foreign issuers may not be registered with the Securities
and Exchange Commission ("SEC"), and the issuers thereof may not be subject to
its reporting requirements. Accordingly, there may be less publicly available
information concerning foreign issuers of securities held by the funds than is
available concerning U.S. companies. Foreign companies are not generally subject

10
<PAGE>

to uniform accounting, auditing and financial reporting standards or to other
regulatory requirements comparable to those applicable to U.S. companies.

The funds may invest in foreign securities by purchasing depository
receipts, including American Depository Receipts ("ADRs"), European Depository
Receipts ("EDRs") and Global Depository Receipts ("GDRs"), or other securities
convertible into securities of issuers based in foreign countries. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by a U.S. bank or trust company evidencing ownership of the underlying
securities. They generally are in registered form, are denominated in U.S.
dollars and are designed for use in the U.S. securities markets. EDRs are
European receipts evidencing a similar arrangement, may be denominated in other
currencies and are designed for use in European securities markets. GDRs are
similar to EDRs and are designed for use in several international financial
markets. For purposes of each fund's country allocation investment policies,
depository receipts generally are deemed to have the same classification as the
underlying securities they represent. Thus, a depository receipt representing
ownership of common stock will be treated as common stock.

ADRs are publicly traded on exchanges or over-the-counter in the United
States and are issued through "sponsored" or "unsponsored" arrangements. In a
sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some
or all of the depositary's transaction fees, whereas under an unsponsored
arrangement, the foreign issuer assumes no obligations and the depositary's
transaction fees are paid directly by the ADR holders. In addition, less
information is available in the United States about an unsponsored ADR than
about a sponsored ADR.

The funds anticipate that their brokerage transactions involving foreign
securities of companies headquartered in countries other than the United States
will be conducted primarily on the principal exchanges of such countries.
Although each fund will endeavor to achieve the best net results in effecting
its portfolio transactions, transactions on foreign exchanges are usually
subject to fixed commissions that are generally higher than negotiated
commissions on U.S. transactions. There is generally less government supervision
and regulation of exchanges and brokers in foreign countries than in the United
States.

Investment income on certain foreign securities in which the funds may
invest may be subject to foreign withholding or other taxes that could reduce
the return on these securities. Tax treaties between the United States and
foreign countries, however, may reduce or eliminate the amount of foreign taxes
to which the funds would be subject. In addition, substantial limitations may
exist in certain countries with respect to the funds' ability to repatriate
investment capital or the proceeds of sales of securities.

SPECIAL CONSIDERATIONS RELATING TO EMERGING MARKET INVESTMENTS. The
International Alpha Fund may invest in issuers located in emerging markets.
Investing in securities of issuers located in emerging market countries involves
additional risks. For example, many of the currencies of Asia Pacific Region
countries recently have experienced significant devaluations relative to the
U.S. dollar, and major adjustments have been made periodically in various
emerging market currencies. Emerging market countries typically have economic
and political systems that are less fully developed and can be expected to be
less stable than those of developed countries. Emerging market countries may

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<PAGE>

have policies that restrict investment by foreigners, and there is a higher risk
of government expropriation or nationalization of private property. The
possibility of low or nonexistent trading volume in the securities of companies
in emerging markets also may result in a lack of liquidity and in price
volatility. Issuers in emerging markets typically are subject to a greater
degree of change in earnings and business prospects than are companies in
developed markets.

INVESTMENT AND REPATRIATION RESTRICTIONS. Foreign investment in the
securities markets of several emerging market countries is restricted or
controlled to varying degrees. These restrictions may limit a fund's investment
in these countries and may increase its expenses. For example, certain countries
may require governmental approval prior to investments by foreign persons in a
particular company or industry sector or limit investment by foreign persons to
only a specific class of securities of a company, which may have less
advantageous terms (including price) than securities of the company available
for purchase by nationals. Certain countries may restrict or prohibit investment
opportunities in issuers or industries deemed important to national interests.
In addition, the repatriation of both investment income and capital from some
emerging market countries is subject to restrictions, such as the need for
certain government consents. Even where there is no outright restriction on
repatriation of capital, the mechanics of repatriation may affect certain
aspects of a fund's operations. These restrictions may in the future make it
undesirable to invest in the countries to which they apply. In addition, if
there is a deterioration in a country's balance of payments or for other
reasons, a country may impose restrictions on foreign capital remittances
abroad. The fund could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investments.

Currency restrictions imposed by the Malaysian government may impose a
significant exit levy on repatriated investments.

If, because of restrictions on repatriation or conversion, the fund were
unable to distribute substantially all of its net investment income and capital
gains within applicable time periods, the fund could be subject to federal
income and excise taxes that would not otherwise be incurred and could cease to
qualify for the favorable tax treatment afforded to regulated investment
companies under the Internal Revenue Code. In such case, it would become subject
to federal income tax on all of its income and net gains. To avoid these adverse
consequences, the fund would be required to distribute as dividends amounts that
are greater than the total amount of cash it actually receives. These
distributions must be made from the fund's cash assets or, if necessary, from
the proceeds of sales of portfolio securities. The fund will not be able to
purchase additional securities with cash used to make such distributions and its
current income and the value of its shares may ultimately be reduced as a
result.

DIFFERENCES BETWEEN THE U.S. AND EMERGING MARKET SECURITIES MARKETS. Most
of the securities markets of emerging market countries have substantially less
volume than the New York Stock Exchange, and equity securities of most companies
in emerging market countries are less liquid and more volatile than equity
securities of U.S. companies of comparable size. Some of the stock exchanges in
emerging market countries are in the earliest stages of their development. As a
result, security settlements may in some instances be subject to delays and

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<PAGE>

related administrative uncertainties. Many companies traded on securities
markets in emerging market countries are smaller, newer and less seasoned than
companies whose securities are traded on securities markets in the United
States. Investments in smaller companies involve greater risk than is
customarily associated with investing in larger companies. Smaller companies may
have limited product lines, markets or financial or managerial resources and may
be more susceptible to losses and risks of bankruptcy. Additionally,
market-making and arbitrage activities are generally less extensive in such
markets, which may contribute to increased volatility and reduced liquidity of
such markets. Accordingly, each of these markets may be subject to greater
influence by adverse events generally affecting the market, and by large
investors trading significant blocks of securities, than is usual in the United
States. To the extent that an emerging market country experiences rapid
increases in its money supply and investment in equity securities for
speculative purposes, the equity securities traded in that country may trade at
price-earnings multiples higher than those of comparable companies trading on
securities markets in the United States, which may not be sustainable.

GOVERNMENT SUPERVISION OF EMERGING MARKET SECURITIES MARKETS; LEGAL
SYSTEMS. There is also less government supervision and regulation of securities
exchanges, listed companies and brokers in emerging market countries than exists
in the United States. Therefore, less information may be available to the fund
than with respect to investments in the United States. Further, in certain
countries, less information may be available to the fund than to local market
participants. Brokers in other countries may not be as well capitalized as those
in the United States, so that they are more susceptible to financial failure in
times of market, political or economic stress. In addition, existing laws and
regulations are often inconsistently applied. As legal systems in some of the
emerging market countries develop, new laws and regulations may adversely affect
foreign investors, changes to existing laws and regulations and preemption of
local laws and regulations by national laws. In circumstances where adequate
laws exist, it may not be possible to obtain swift and equitable enforcement of
the law.

FINANCIAL INFORMATION AND STANDARDS. Issuers in emerging market countries
generally are subject to accounting, auditing and financial standards and
requirements that differ, in some cases significantly, from those applicable to
U.S. issuers. In particular, the assets and profits appearing on the financial
statements of an emerging market issuer may not reflect its financial position
or results of operations in the way they would be reflected had the financial
statements been prepared in accordance with U.S. generally accepted accounting
principles. In addition, for an issuer that keeps accounting records in local
currency, inflation accounting rules may require, for both tax and accounting
purposes, that certain assets and liabilities be restated on the issuer's
balance sheet in order to express items in terms of currency of constant
purchasing power. Inflation accounting may indirectly generate losses or
profits. Consequently, financial data may be materially affected by restatements
for inflation and may not accurately reflect the real condition of those issuers
and securities markets.

SOCIAL, POLITICAL AND ECONOMIC FACTORS. Many emerging market countries may
be subject to a greater degree of social, political and economic instability
than is the case in the United States. Changes in the leadership or policies of
these countries may halt the expansion of foreign investment or reverse any
liberalization of foreign investment policies now occurring. Such instability
may result from, among other things, the following: (i) authoritarian
governments or military involvement in political and economic decision making,

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and changes in government through extra-constitutional means; (ii) popular
unrest associated with demands for improved political, economic and social
conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring
countries; and (v) ethnic, religious and racial disaffection. Such social,
political and economic instability could significantly disrupt the financial
markets in those countries and elsewhere and could adversely affect the value of
a fund's assets. In addition, there could be asset expropriations or
confiscatory levels of taxation that could affect the fund.

Emerging markets include formerly communist countries of Eastern Europe,
Russia and the other countries that once formed the Soviet Union, and China.
Upon the accession to power of communist regimes approximately 50 to 80 years
ago, the governments of a number of these countries seized a large amount of
property. The claims of many property owners against those governments were
never finally settled. There can be no guarantee that the fund's investments in
these countries, if any, would not also be seized or otherwise taken away, in
which case the fund could lose its entire investment in the country involved.

Few of the Asia Pacific Region countries have Western-style or fully
democratic governments. Some governments in the region are authoritarian in
nature and influenced by security forces. For example, during the course of the
last 25 years, governments in the region have been installed or removed as a
result of military coups, while others have periodically demonstrated repressive
police state characteristics. In several Asia Pacific Region countries, the
leadership ability of the government has suffered as a result of recent
corruption scandals. Disparities of wealth, among other factors, have also led
to social unrest in some of the Asia Pacific Region countries, accompanied, in
certain cases, by violence and labor unrest. Ethnic, religious and racial
disaffection have created social, economic and political problems. Such problems
also have occurred in other emerging markets throughout the world. As in some
other regions, several Asia Pacific Region countries have or in the past have
had hostile relationships with neighboring nations or have experienced internal
insurgency.

The fund may invest in Hong Kong, which reverted to Chinese administration
on July 1, 1997. Although China has committed by treaty to preserve the economic
and social freedoms enjoyed in Hong Kong for 50 years after regaining control,
business confidence and market and business performance in Hong Kong could be
significantly affected by adverse political developments. The fund's investments
in Hong Kong may be subject to the same or similar risks as an investment in
China.

The economies of most of the Asia Pacific Region countries and many other
emerging markets are heavily dependent upon international trade and are
accordingly affected by protective trade barriers and the economic conditions of
their trading partners, principally the United States, Japan, China and the
European Union. The enactment by the United States or other principal trading
partners of protectionist trade legislation, reduction of foreign investment in
the local economies and general declines in the international securities markets
could have a significant adverse effect upon the securities markets of these
countries. In addition, the economies of some countries are vulnerable to
weakness in world prices for their commodity exports.

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<PAGE>

Starting in mid-1997, some Asia Pacific Region countries began to
experience currency devaluations that resulted in high interest rate levels and
sharp reductions in economic activity. Emerging markets outside the Asia Pacific
Region, such as Latin American countries or Russia and other former members of
the Soviet Union, also are susceptible to diminished prospects for corporate
earnings growth and political, social or economic instability as a result of
currency crises or related events.

Several European countries are in the process of adopting a single
currency, the euro. Effective January 1, 1999, exchange rates for countries
participating in the Economic and Monetary Union became irrevocably fixed. A
newly created European Central Bank (ECB) will attempt to manage monetary policy
for this region. Pre-existing national currencies will continue to be valid
until they are replaced by euro coins and bank notes, which is expected to occur
by sometime in 2002. The participating countries are Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and
Spain.

These changes may significantly impact European capital markets, and
related risks may increase volatility in world capital markets. This, in turn,
may impact the fund's share price. Risks include:

o The completion of currency unification could be delayed. This could
cause uncertainty in world markets and create unanticipated expenses as
a result of having to undo changes made in anticipation of the timely
completion of different stages of currency unification;

o Exchange rates between the U.S. dollar and European currencies may
become more volatile and unstable;

o European entities may face substantial conversion costs which may not
be accurately anticipated and could impact issuer profitability and
creditworthiness;

o Institutional investors may shift assets away from certain European
currencies because of the uncertainty, making markets less liquid;

o Some major European countries, including the United Kingdom, Sweden and
Denmark, initially are not participating in currency unification, and
it is not known whether they will participate in the future. This
non-participation could lead to greater volatility in exchange rates
between the currencies of countries participating in the euro and those
that are not;

o There is a risk that some contracts (e.g., bank loan agreements,
derivatives contracts, and foreign exchange contracts) may become
unenforceable when the currencies are unified. Certain political units,
including The European Council and the State of New York, have enacted
laws or regulations designed to ensure that financial contracts will
continue to be enforceable after the euro's introduction; however, it
is possible that these laws will not be completely effective in

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<PAGE>

preventing disputes from arising. Disputes and litigation could
negatively impact a fund's portfolio holdings and may create
uncertainties in the valuation of financial contracts a fund could
hold;

o Suitable clearing, settlement and operational systems may not be ready
for various stages of the euro conversion;

o European interest rates and exchange rates could become more volatile
as the ECB and market participants search for a common understanding of
policy targets and instruments; and

o A participating country will no longer be able to use monetary policy
changes to address economic or political concerns that affect only that
country.

CURRENCY-LINKED INVESTMENTS. International Alpha Fund may invest in
securities that are indexed to specific foreign currency exchange rates. The
principal amount of these securities may be adjusted up or down (but not below
zero) at maturity to reflect changes in the exchange rate between currencies.
The fund may experience loss of principal due to these adjustments.

FOREIGN CURRENCY TRANSACTIONS. A significant portion of International
Alpha Fund assets may be invested in foreign securities, and substantially all
related income may be received by the fund in foreign currencies. Currency risk
is the risk that changes in foreign exchange rates may reduce the U.S. dollar
value of a fund's foreign investments. The fund's share value may change
significantly when its investments are denominated in foreign currencies.
Generally, currency exchange rates are determined by supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries. Currency exchange rates also can be affected by the intervention of
the U.S. and foreign governments or central banks, the imposition of currency
controls, speculation, devaluation or other political or economic developments
inside and outside the United States.

The International Alpha Fund values its assets daily in U.S. dollars. The
fund does not intend to convert its holdings of foreign currencies to U.S.
dollars on a daily basis. From time to time the fund's foreign currencies may be
held as "foreign currency call accounts" at foreign branches of foreign or
domestic banks. These accounts bear interest at negotiated rates and are payable
upon relatively short demand periods. If a bank became insolvent, the fund could
suffer a loss of some or all of the amounts deposited. The fund may convert
foreign currency to U.S. dollars from time to time.

The value of the assets of a fund as measured in U.S. dollars may be
affected favorably or unfavorably by fluctuations in currency rates and exchange
control regulations. Further, the fund may incur costs in connection with
conversions between various currencies. Currency exchange dealers realize a
profit based on the difference between the prices at which they are buying and
selling various currencies. Thus, a dealer normally will offer to sell a foreign
currency to the fund at one rate, while offering a lesser rate of exchange
should the fund desire immediately to resell that currency to the dealer.

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International Alpha Fund conducts its currency exchange transactions either on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market, or through entering into forward, futures or options contracts
to purchase or sell foreign currencies.

INDEX SECURITIES. Each fund may invest in Standard and Poor's Depositary
Receipts, Standard and Poor's MidCap 400 Depositary Receipts, and other similar
index securities ("Index Securities"). Index Securities represent interests in a
fixed portfolio of common stocks designed to track the price and dividend yield
performance of a broad-based securities index, such as the Standard & Poor's 500
Composite Stock Price ("S&P" 500 Index"), but are traded on an exchange like
shares of common stock. The value of Index Securities fluctuates in relation to
changes in the value of the underlying portfolio of securities. However, the
market price of Index Securities may not be equivalent to the pro rata value of
the index it tracks. Index Securities are subject to the risks of an investment
in a broadly based portfolio of common stocks. Index Securities are considered
investments in other investment companies.

INVESTMENT COMPANIES. Each fund may invest in the securities of other
investment companies to the extent that such an investment would be consistent
with the requirements of the 1940 Act. Investments in the securities of other
investment companies may involve duplication of advisory fees and certain other
expenses. By investing in another investment company, a fund becomes a
shareholder of that investment company. As a result, a fund's shareholders
indirectly bear the fund's proportionate share of the fees and expenses paid by
the shareholders of the other investment company, in addition to the fees and
expenses fund shareholders directly bear in connection with the fund's own
operations.

SEGREGATED ACCOUNTS. When the funds enter into certain transactions that
involve obligations to make future payments to third parties, it will maintain
with an approved custodian in a segregated account cash or liquid securities,
marked to market daily, in an amount at least equal to the fund's obligation or
commitment under such transactions. As described below under "Strategies Using
Derivative Instruments," segregated accounts may also be required in connection
with certain transactions involving futures.

INVESTMENT LIMITATIONS OF THE FUNDS

FUNDAMENTAL LIMITATIONS. The following fundamental investment limitations
cannot be changed for a fund without the affirmative vote of the lesser of (a)
more than 50% of the outstanding shares of the fund or (b) 67% or more of the
shares of the fund present at a shareholders' meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy. If a
percentage restriction is adhered to at the time of an investment or
transaction, later changes in percentage resulting from a change in values of
portfolio securities or amount of total assets will not be considered a
violation of any of the following limitations.

Each fund will not:

(1) purchase securities of any one issuer if, as a result, more than 5% of
the fund's total assets would be invested in securities of that issuer or the
fund would own or hold more than 10% of the outstanding voting securities of

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<PAGE>

that issuer, except that up to 25% of the fund's total assets may be invested
without regard to this limitation, and except that this limitation does not
apply to securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities or to securities issued by other investment companies.

(2) purchase any security if, as a result of that purchase, 25% or more of
the fund's total assets would be invested in securities of issuers having their
principal business activities in the same industry, except that this limitation
does not apply to securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities or to municipal securities.

The following interpretation applies to, but is not a part of, this
fundamental limitation: (a) domestic and foreign banking will be considered to
be different industries and (b) asset-backed securities will be grouped in
industries based upon their underlying assets and not treated as constituting a
single, separate industry.

(3) issue senior securities or borrow money, except as permitted under the
Investment Company Act and then not in excess of 33 1/3% of the fund's total
assets (including the amount of the senior securities issued but reduced by any
liabilities not constituting senior securities) at the time of the issuance or
borrowing, except that the fund may borrow up to an additional 5% of its total
assets (not including the amount borrowed) for temporary or emergency purposes.

(4) make loans, except through loans of portfolio securities or through
repurchase agreements, provided that for purposes of this restriction, the
acquisition of bonds, debentures, other debt securities or instruments, or
participations or other interests therein and investments in government
obligations, commercial paper, certificates of deposit, bankers' acceptances or
similar instruments will not be considered the making of a loan.

(5) engage in the business of underwriting securities of other issuers,
except to the extent that the fund might be considered an underwriter under the
federal securities laws in connection with its disposition of portfolio
securities.

(6) purchase or sell real estate, except that investments in securities of
issuers that invest in real estate and investments in mortgage-backed
securities, mortgage participations or other instruments supported by interests
in real estate are not subject to this limitation, and except that the fund may
exercise rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate acquired by reason
of such enforcement until that real estate can be liquidated in an orderly
manner.

(7) purchase or sell physical commodities unless acquired as a result of
owning securities or other instruments, but the fund may purchase, sell or enter
into financial options and futures, forward and spot currency contracts, swap
transactions and other financial contracts or derivative instruments.

NON-FUNDAMENTAL LIMITATIONS. The following investment restrictions are
non-fundamental and may be changed by the vote of the appropriate board without
shareholder approval.

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<PAGE>

Each fund will not:

(1) invest more than 15% of its net assets in illiquid securities, a term
which means securities that cannot be disposed of within seven days in the
ordinary course of business at approximately the amount at which the fund has
valued the securities and includes, among other things, repurchase agreements
maturing in more than seven days.

(2) purchase securities on margin, except for short-term credit necessary
for clearance of portfolio transactions and except that the fund may make margin
deposits in connection with its use of financial options and futures, forward
and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.

(3) engage in short sales of securities or maintain a short position,
except that the fund may (a) sell short "against the box" and (b) maintain short
positions in connection with its use of financial options and futures, forward
and spot currency contracts, swap transactions and other financial contracts or
derivative instruments.

(4) purchase securities of other investment companies, except to the
extent permitted by the Investment Company Act and except that this limitation
does not apply to securities received or acquired as dividends, through offers
of exchange, or as a result of reorganization, consolidation, or merger (and
except that the fund will not purchase securities of registered open-end
investment companies or registered unit investment trusts in reliance on
Sections 12(d)(1)(F) or 12(d)(1)(G) of the Investment Company Act).

(5) purchase portfolio securities while borrowings in excess of 5% of its
total assets are outstanding.

STRATEGIES USING DERIVATIVE INSTRUMENTS

OPTIONS AND FUTURES. Each fund may invest in certain options, futures
contracts (sometimes referred to as "futures") and options on futures contracts
(collectively, "Financial Instruments") to attempt to enhance the fund's income
or yield or to attempt to hedge the fund's investments.

Generally, a fund may purchase and sell any type of Financial Instrument.
However, as an operating policy, each fund will only purchase or sell a
particular Financial Instrument if the fund is authorized to invest in the type
of asset by which the return on, or value of, the Financial Instrument is
primarily measured.

Hedging strategies can be broadly categorized as "short hedges" and "long
hedges." A short hedge is a purchase or sale of a Financial Instrument intended
partially or fully to offset potential declines in the value of one or more
investments held in a fund's portfolio. Thus, in a short hedge a fund takes a
position in a Financial Instrument whose price is expected to move in the
opposite direction of the price of the investment being hedged.

Conversely, a long hedge is a purchase or sale of a Financial Instrument
intended partially or fully to offset potential increases in the acquisition
cost of one or more investments that a fund intends to acquire. Thus, in a long

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<PAGE>

hedge, a fund takes a position in a Financial Instrument whose price is expected
to move in the same direction as the price of the prospective investment being
hedged. A long hedge is sometimes referred to as an anticipatory hedge. In an
anticipatory hedge transaction, a fund does not own a corresponding security
and, therefore, the transaction does not relate to a security the fund owns.
Rather, it relates to a security that the fund intends to acquire. If the fund
does not complete the hedge by purchasing the security it anticipated
purchasing, the effect on the fund's portfolio is the same as if the transaction
were entered into for speculative purposes.

Financial Instruments on securities generally are used to attempt to hedge
against price movements in one or more particular securities positions that a
fund owns or intends to acquire. Financial Instruments on indices, in contrast,
generally are used to attempt to hedge against price movements in market sectors
in which a fund has invested or expects to invest. Financial Instruments on debt
securities may be used to hedge either individual securities or broad debt
market sectors.

The use of Financial Instruments is subject to applicable regulations of
the SEC, the several exchanges upon which they are traded and the Commodity
Futures Trading Commission (the "CFTC"). In addition, each fund's ability to use
Financial Instruments may be limited by tax considerations. See "Additional Tax
Information."

In addition to the instruments, strategies and risks described below, the
adviser expects to discover additional opportunities in connection with
Financial Instruments and other similar or related techniques. These new
opportunities may become available as the adviser develops new techniques, as
regulatory authorities broaden the range of permitted transactions and as new
Financial Instruments or other techniques are developed. The adviser may utilize
these opportunities to the extent that they are consistent with a fund's
investment objective and permitted by the fund's investment limitations and
applicable regulatory authorities. A fund might not use any of these strategies,
and there can be no assurance that any strategy used will succeed. Each fund's
Prospectus or SAI will be supplemented to the extent that new products or
techniques involve materially different risks than those described below or in
the Prospectus.

SPECIAL RISKS. The use of Financial Instruments involves special
considerations and risks, certain of which are described below. In general,
these techniques may increase the volatility of a fund and may involve a small
investment of cash relative to the magnitude of the risk assumed. Risks
pertaining to particular Financial Instruments are described in the sections
that follow.

(1) Successful use of most Financial Instruments depends upon the
adviser's ability to predict movements of the overall securities, currency and
interest rate markets, which requires different skills than predicting changes
in the prices of individual securities. There can be no assurance that any
particular strategy will succeed, and use of Financial Instruments could result
in a loss, regardless of whether the intent was to reduce risk or increase
return.

(2) There might be imperfect correlation, or even no correlation, between
price movements of a Financial Instrument and price movements of the investments
being hedged. For example, if the value of a Financial Instrument used in a

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<PAGE>

short hedge increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of correlation
might occur due to factors unrelated to the value of the investments being
hedged, such as speculative or other pressures on the markets in which Financial
Instruments are traded. The effectiveness of hedges using Financial Instruments
on indices will depend on the degree of correlation between price movements in
the index and price movements in the securities being hedged.

Because there are a limited number of types of exchange-traded options and
futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest
in options and futures contracts based on securities with different issuers,
maturities or other characteristics from the securities in which it typically
invests, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts. Each fund may purchase or sell options and futures
contracts with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in order to attempt to compensate for differences in
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in a fund's options or futures
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

(3) If successful, the above-discussed strategies can reduce risk of loss
by wholly or partially offsetting the negative effect of unfavorable price
movements. However, such strategies can also reduce opportunity for gain by
offsetting the positive effect of favorable price movements. For example, if a
fund entered into a short hedge because the adviser projected a decline in the
price of a security in the fund's portfolio, and the price of that security
increased instead, the gain from that increase might be wholly or partially
offset by a decline in the price of the Financial Instrument. Moreover, if the
price of the Financial Instrument declined by more than the increase in the
price of the security, the fund could suffer a loss. In either such case, the
fund would have been in a better position had it not attempted to hedge at all.

(4) As described below, a fund might be required to maintain assets as
"cover," maintain accounts or make margin payments when it takes positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If the fund were unable to close out
its positions in such Financial Instruments, it might be required to continue to
maintain such assets or accounts or make such payments until the position
expired or matured. These requirements might impair the fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be

21
<PAGE>

favorable to do so, or require that the fund sell a portfolio security at a
disadvantageous time.

(5) The funds' ability to close out a position in a Financial Instrument
prior to expiration or maturity depends on the existence of a liquid secondary
market or, in the absence of such a market, the ability and willingness of the
other party to the transaction (the "counterparty") to enter into a transaction
closing out the position. Therefore, there is no assurance that any position can
be closed out at a time and price that is favorable to the fund.

COVER. Transactions using Financial Instruments, other than purchased
options, expose a fund to an obligation to another party. Neither fund will
enter into any such transactions unless it owns either (1) an offsetting
("covered") position in securities, currencies or other options, futures
contracts or forward contracts, or (2) cash and liquid assets with a value,
marked-to-market daily, sufficient to cover its potential obligations to the
extent not covered as provided in (1) above. The funds will comply with SEC
guidelines regarding cover for these instruments and will, if the guidelines so
require, set aside cash or liquid assets in an account with its custodian in the
prescribed amount as determined daily.

Assets used as cover or held in an account cannot be sold while the
position in the corresponding Financial Instrument is open, unless they are
replaced with other appropriate assets. As a result, the commitment of a large
portion of a fund's assets to cover in accounts could impede portfolio
management or the fund's ability to meet redemption requests or other current
obligations.

OPTIONS. A call option gives the purchaser the right to buy, and obligates
the writer to sell, the underlying investment at the agreed-upon price during
the option period. A put option gives the purchaser the right to sell, and
obligates the writer to buy, the underlying investment at the agreed-upon price
during the option period. Purchasers of options pay an amount, known as a
premium, to the option writer in exchange for the right under the option
contract.

The purchase of call options can serve as a long hedge, and the purchase
of put options can serve as a short hedge. Writing put or call options can
enable the funds to enhance income or yield by reason of the premiums paid by
the purchasers of such options. However, if the market price of the security
underlying a put option declines to less than the exercise price of the option,
minus the premium received, the funds would expect to suffer a loss.

Writing call options can serve as a limited short hedge, because declines
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the security or currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and a fund will be obligated to
sell the security or currency at less than its market value. If the call option
is an OTC option, the securities or other assets used as cover would be
considered illiquid to the extent described under "Illiquid and Restricted
Investments."

Writing put options can serve as a limited long hedge because increases in
the value of the hedged investment would be offset to the extent of the premium
received for writing the option. However, if the security or currency

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<PAGE>

depreciates to a price lower than the exercise price of the put option, it can
be expected that the put option will be exercised and a fund will be obligated
to purchase the security or currency at more than its market value. If the put
option is an OTC option, the securities or other assets used as cover would be
considered illiquid to the extent described under "Illiquid and Restricted
Investments."

The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.

Each fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, a fund may terminate
its obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, a fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a closing
sale transaction. Closing transactions permit a fund to realize profits or limit
losses on an option position prior to its exercise or expiration.

RISKS OF OPTIONS ON SECURITIES. Options offer large amounts of leverage,
which will result in a fund's net asset value being more sensitive to changes in
the value of the related instrument. A fund may purchase or write both
exchange-traded and OTC options. Exchange-traded options in the United States
are issued by a clearing organization affiliated with the exchange on which the
option is listed that, in effect, guarantees completion of every exchange-traded
option transaction. In contrast, OTC options are contracts between a fund and
its counterparty (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when a fund purchases an OTC option, it relies on
the counterparty from whom it purchased the option to make or take delivery of
the underlying investment upon exercise of the option. Failure by the
counterparty to do so would result in the loss of any premium paid by a fund as
well as the loss of any expected benefit of the transaction.

The funds' ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. However, there can be no
assurance that such a market will exist at any particular time. Closing
transactions can be made for OTC options only by negotiating directly with the
counterparty, or by a transaction in the secondary market if any such market
exists. There can be no assurance that the funds will in fact be able to close
out an OTC option position at a favorable price prior to expiration. In the
event of insolvency of the counterparty, a fund might be unable to close out an
OTC option position at any time prior to its expiration.

If a fund was unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by a fund could cause material losses because the fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.

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OPTIONS ON INDICES. Puts and calls on indices are similar to puts and
calls on securities or futures contracts except that all settlements are in cash
and gain or loss depends on changes in the index in question rather than on
price movements in individual securities or futures contracts. When a fund
writes a call on an index, it receives a premium and agrees that, prior to the
expiration date, the purchaser of the call, upon exercise of the call, will
receive from the fund an amount of cash if the closing level of the index upon
which the call is based is greater than the exercise price of the call. The
amount of cash is equal to the difference between the closing price of the index
and the exercise price of the call times a specified multiple ("multiplier"),
which determines the total dollar value for each point of such difference. When
a fund buys a call on an index, it pays a premium and has the same rights to
such call as are indicated above. When a fund buys a put on an index, it pays a
premium and has the right, prior to the expiration date, to require the seller
of the put, upon the fund's exercise of the put, to deliver to the fund an
amount of cash if the closing level of the index upon which the put is based is
less than the exercise price of the put, which amount of cash is determined by
the multiplier, as described above for calls. When a fund writes a put on an
index, it receives a premium and the purchaser of the put has the right, prior
to the expiration date, to require the fund to deliver to it an amount of cash
equal to the difference between the closing level of the index and exercise
price times the multiplier if the closing level is less than the exercise price.

RISKS OF OPTIONS ON INDICES. The risks of investment in options on indices
may be greater than options on securities. Because index options are settled in
cash, when a fund writes a call on an index it cannot provide in advance for its
potential settlement obligations by acquiring and holding the underlying
securities. A fund can offset some of the risk of writing a call index option by
holding a diversified portfolio of securities similar to those on which the
underlying index is based. However, a fund cannot, as a practical matter,
acquire and hold a portfolio containing exactly the same securities as underlie
the index and, as a result, bears a risk that the value of the securities held
will vary from the value of the index.

Even if a fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the "timing risk" inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. As with
other kinds of options, a fund as the call writer will not learn that the fund
has been assigned until the next business day at the earliest. The time lag
between exercise and notice of assignment poses no risk for the writer of a
covered call on a specific underlying security, such as common stock, because
there the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security, it can satisfy its settlement obligations by simply
delivering it, and the risk that its value may have declined since the exercise
date is borne by the exercising holder. In contrast, even if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able to satisfy its assignment obligations by delivering
those securities against payment of the exercise price. Instead, it will be
required to pay cash in an amount based on the closing index value on the
exercise date. By the time it learns that it has been assigned, the index may
have declined, with a corresponding decline in the value of its portfolio. This
"timing risk" is an inherent limitation on the ability of index call writers to

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<PAGE>

cover their risk exposure by holding securities positions.

If a fund has purchased an index option and exercises it before the
closing index value for that day is available, it runs the risk that the level
of the underlying index may subsequently change. If such a change causes the
exercised option to fall out-of-the-money, the fund will be required to pay the
difference between the closing index value and the exercise price of the option
(times the applicable multiplier) to the assigned writer.

OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.

Generally, OTC foreign currency options used by the funds are
European-style options. This means that the option is only exercisable
immediately prior to its expiration. This is in contrast to American-style
options, which are exercisable at any time prior to the expiration date of the
option.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The purchase of
futures or call options on futures can serve as a long hedge, and the sale of
futures or the purchase of put options on futures can serve as a short hedge.
Writing call options on futures contracts can serve as a limited short hedge,
using a strategy similar to that used for writing call options on securities or
indices. Similarly, writing put options on futures contracts can serve as a
limited long hedge. Futures contracts and options on futures contracts can also
be purchased and sold to attempt to enhance income or yield.

No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract a fund is required to deposit "initial margin"
in an amount generally equal to 10% or less of the contract value. Margin must
also be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, a fund may be required by an exchange to
increase the level of its initial margin payment, and initial margin
requirements might be increased generally in the future by regulatory action.

Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking-to-market." Variation margin does not involve borrowing, but rather
represents a daily settlement of a fund's obligations to or from a futures
broker. When a fund purchases an option on a futures contract, the premium paid
plus transaction costs is all that is at risk. In contrast, when a fund
purchases or sells a futures contract or writes a call or put option thereon, it

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<PAGE>

is subject to daily variation margin calls that could be substantial in the
event of adverse price movements. If a fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.

Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
However, there can be no assurance that a liquid secondary market will exist for
a particular contract at a particular time. In such event, it may not be
possible to close a futures contract or options position.

Under certain circumstances, futures exchanges may establish daily limits
on the amount that the price of a futures contract or an option on a futures
contract can vary from the previous day's settlement price; once that limit is
reached, no trades may be made that day at a price beyond the limit. Daily price
limits do not limit potential losses because prices could move to the daily
limit for several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a fund was unable to liquidate a futures contract or an option on a
futures position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The fund would
continue to be subject to market risk with respect to the position. In addition,
except in the case of purchased options, the fund would continue to be required
to make daily variation margin payments and might be required to maintain the
position being hedged by the future or option or to maintain cash or securities
in a segregated account.

RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads
between prices in the cash and futures markets (including the options on futures
market), due to differences in the natures of those markets, are subject to the
following factors, which may create distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions, which could distort the
normal relationship between the cash and futures markets. Second, the liquidity
of the futures market depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could be
reduced, thus producing distortion. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may cause temporary price
distortions. Due to the possibility of distortion, a correct forecast of general
interest rate, currency exchange rate or stock market trends by the adviser may
still not result in a successful transaction. The adviser may be incorrect in
its expectations as to the extent of various interest rate, currency exchange
rate or stock market movements or the time span within which the movements take
place.

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INDEX FUTURES. The risk of imperfect correlation between movements in the
price of an index futures and movements in the price of the securities that are
the subject of the hedge increases as the composition of a fund's portfolio
diverges from the securities included in the applicable index. The price of the
index futures may move more than or less than the price of the securities being
hedged. If the price of the index futures moves less than the price of the
securities that are the subject of the hedge, the hedge will not be fully
effective but, if the price of the securities being hedged has moved in an
unfavorable direction, a fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
securities, a fund will experience either a loss or a gain on the futures
contract that will not be completely offset by movements in the price of the
securities that are the subject of the hedge. To compensate for the imperfect
correlation of movements in the price of the securities being hedged and
movements in the price of the index futures, a fund may buy or sell index
futures in a greater dollar amount than the dollar amount of the securities
being hedged if the historical volatility of the prices of such securities being
hedged is more than the historical volatility of the prices of the securities
included in the index. It is also possible that, where a fund has sold index
futures contracts to hedge against decline in the market, the market may advance
and the value of the securities held in the portfolio may decline. If this
occurred, the fund would lose money on the futures contract and also experience
a decline in value of its portfolio securities. However, while this could occur
for a very brief period or to a very small degree, over time the value of a
diversified portfolio of securities will tend to move in the same direction as
the market indices on which the futures contracts are based.

Where index futures are purchased to hedge against a possible increase in
the price of securities before a fund is able to invest in them in an orderly
fashion, it is possible that the market may decline instead. If the fund then
concludes not to invest in them at that time because of concern as to possible
further market decline or for other reasons, it will realize a loss on the
futures contract that is not offset by a reduction in the price of the
securities it had anticipated purchasing.

To the extent that a fund enters into futures contracts, options on
futures contracts and options on foreign currencies traded on a CFTC-regulated
exchange, in each case that are not for bona fide hedging purposes (as defined
by the CFTC), the aggregate initial margin and premiums required to establish
these positions (excluding the amount by which options are "in-the-money" at the
time of purchase) may not exceed 5% of the liquidation value of the fund's
portfolio, after taking into account unrealized profits and unrealized losses on
any contracts the fund has entered into. (In general, a call option on a futures
contract is "in-the-money" if the value of the underlying futures contract
exceeds the strike, i.e., exercise, price of the call; a put option on a futures
contract is "in-the-money" if the value of the underlying futures contract is
exceeded by the strike price of the put.) This policy does not limit to 5% the
percentage of a fund's assets that are at risk in futures contracts, options on
futures contracts and currency options.

TURNOVER. A fund's options and futures activities may affect its turnover
rate and brokerage commission payments. The exercise of calls or puts written by
a fund, and the sale or purchase of futures contracts, may cause it to sell or
purchase related investments, thus increasing its turnover rate. Once a fund has
received an exercise notice on an option it has written, it cannot effect a

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<PAGE>

closing transaction in order to terminate its obligation under the option and
must deliver or receive the underlying securities at the exercise price. The
exercise of puts purchased by a fund may also cause the sale of related
investments, also increasing turnover; although such exercise is within a fund's
control, holding a protective put might cause it to sell the related investments
for reasons that would not exist in the absence of the put. A fund will pay a
brokerage commission each time it buys or sells a put or call or purchases or
sells a futures contract. Such commissions may be higher than those that would
apply to direct purchases or sales.

ORGANIZATION; BOARD MEMBERS, OFFICERS AND PRINCIPAL HOLDERS OF SECURITIES

The Trust is governed by a board of trustees which oversees its operations
and which is authorized to establish additional series and to issue an unlimited
number of shares of beneficial interest of the Trust as applicable, for each
existing or future series.

The trustees ("board members") and executive officers of the Trust, their
ages, business addresses and principal occupations during the past five years
are:

BUSINESS EXPERIENCE; OTHER
NAME AND ADDRESS*; AGE POSITION WITH TRUST DIRECTORSHIPS
---------------------- ------------------- --------------------------

Richard W. Hutson Trustee Mr. Hutson retired as a Senior
Age: 61 Principal of Hewitt Associates
LLC in 1996, after 32 years with
the firm. Presently Mr. Hutson
is a member of the Board of
Trustees of European Investors
Inc. Realty Securities Trust,
Chairman of the Board of Harris
Bank Libertyville, a member of
the Board of Directors of Wells
Manufacturing Corporation, and
Chairman of the Investment
Committee of Ball State
University Foundation.

Richard D. Driscoll Trustee Mr. Driscoll retired as
Age: 69 Chairman and CEO of Bank of New
England in 1990, after 33 years
with the firm. He then served as
President and Chief Executive
Officer of the Massachusetts
Bankers Association unti 1997.
Presently Mr. Driscoll serves as
Chairman of Charlesbank Homes,
Vice Chairman of Massachusetts
Business Development Corp,
President of Holyhood Cemetery
Association, and as a Director
of Morgan Memorial (Goodwill
Industries).

Robert W. Uek Trustee Mr. Uek retired from
Age: 59 Pricewaterhouse Coopers LLP in
1999, where he had been a
partner specializing in the
investment management industry,
and had served as Chairman of
legacy Coopers & Lybrand's
Global Investment Management
Industry Group. Presently Mr.
Uek serves as a Trustee of the

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<PAGE>

BUSINESS EXPERIENCE; OTHER
NAME AND ADDRESS*; AGE POSITION WITH TRUST DIRECTORSHIPS
---------------------- ------------------- --------------------------

New England Aquarium (Boston),
Anatolia College (Thessaloniki,
Greece) and Raymond Moore
Foundation (Dennis, MA).

David M. Spungen** Trustee, Mr. Spungen is Managing
Age: 38 President Director of Hillview Advisors.
Prior to 1999, he was a
Principal of CMS Investment
Resources, Inc. Mr. Spungen
was a Trustee of Hirtle
Callaghan Trust from July 1995
to March 2000.

Gary R. Sobelman** Vice President Mr. Sobelman is a Managing
Age: 38 Director of Hillview Advisors.
Prior to 1999, he was a
Principal of CMS Investment
Resources, Inc.

M. Kathleen Wood** Secretary Ms. Wood is Director of
Age: 38 Investment Operations of
Hillview Advisors and Vice
President of Value Asset
Management, Inc. Prior to
September 1997, she was Vice
President of The Managers Funds.

Joseph A. Bracken** Assistant Mr. Bracken is Director of
Age: 33 Secretary and Client Services of Hillview
Treasurer Advisors. Prior to April 1999,
he was Director of Client
Services of CMS Companies.
-----------
* Unless otherwise indicated, the business address of each listed person is
1055 Washington Boulevard, Stamford, CT 06901.

**Ms. Wood and Messrs. Spungen, Sobelman and Bracken are each an "interested
person" of the fund as defined in the Investment Company Act by virtue of
his/her position with Hillview Advisors.

The Trust pays trustees who are not "interested persons" of the Trust
("disinterested trustees") approximately $10,000 annually. The Trust pays such
board members $1,000 for each board meeting and each separate meeting of a board
committee. The Trust presently pays each such trustee $5,000 annually, plus any
additional annual amounts due for board or committee meetings. All board members
are reimbursed for any expenses incurred in attending meetings. Board members
and officers own in the aggregate less than 1% of the shares of each fund.
Because Hillview Advisors and PFPC perform substantially all of the services
necessary for the operation of the Trust and each fund, the Trust requires no
employees. No officer, director or employee of Hillview Advisors or VAM
presently receives any compensation from the Trust for acting as a trustee or
officer.

As of the date of this Statement of Information, no shareholder owned 5%
or more of the Alpha Fund's or the International Alpha Fund's shares.

INVESTMENT ADVISORY AND DISTRIBUTION ARRANGEMENTS

INVESTMENT ADVISORY ARRANGEMENTS. Hillview Advisors acts as the investment
adviser and sponsor of the funds pursuant to an advisory contract ("Advisory
Contract") with the Trust. Hillview Advisors is controlled by VAM, which is
controlled by BancBoston Ventures Inc., which is a wholly-owned subsidiary of
Fleet Boston Financial Corp. Under the Advisory Contract, each fund pays

29
<PAGE>

Hillview Advisors a fee, computed daily and paid monthly, at the annual rate of
0.25% of its average daily net assets.

Under the terms of the Advisory Contract, each fund bears all expenses
incurred in its operation that are not specifically assumed by Hillview
Advisors. Expenses borne by the funds include the following: (1) the cost
(including brokerage commissions, if any) of securities purchased or sold by a
fund and any losses incurred in connection therewith; (2) fees payable to and
expenses incurred on behalf of a fund by Hillview Advisors; (3) organizational
expenses; (4) filing fees and expenses relating to the registration and
qualification of each fund's shares under federal and state securities laws and
maintenance of such registrations and qualifications; (5) fees and salaries
payable to trustees who are not interested persons of the funds or Hillview
Advisors; (6) all expenses incurred in connection with the trustees' services,
including travel expenses; (7) taxes (including any income or franchise taxes)
and governmental fees; (8) costs of any liability, uncollectible items of
deposit and other insurance or fidelity bonds; (9) any costs, expenses or losses
arising out of a liability of or claim for damages or other relief asserted
against a fund for violation of any law; (10) legal, accounting and auditing
expenses, including legal fees of special counsel for the independent trustees;
(11) charges of custodians, transfer agents and other agents; (12) costs of
preparing share certificates; (13) expenses of setting in type and printing
prospectuses and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials for existing shareholders and
costs of mailing such materials to existing shareholders; (14) any extraordinary
expenses (including fees and disbursements of counsel) incurred by a fund; (15)
fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (16) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the board and any
committees thereof; (17) the cost of investment company literature and other
publications provided to trustees and officers; and (18) costs of mailing,
stationery and communications equipment.

Under the Advisory Contract, Hillview Advisors will not be liable for any
error of judgment or mistake of law or for any loss suffered by a fund in
connection with the performance of the Advisory Contract, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Hillview Advisors in the performance of its duties or from reckless disregard of
its duties and obligations thereunder. The Advisory Contract terminates
automatically upon its assignment and is terminable at any time without penalty
by the board or by vote of the holders of a majority of the fund's outstanding
voting securities, on 60 days' written notice to Hillview Advisors or by
Hillview Advisors on 60 days' written notice to the Trust.

INVESTMENT ADVISORY ARRANGEMENTS. Hillview Advisors acts as the investment
adviser and sponsor of the funds pursuant to an advisory contract ("Advisory
Contract") with the Trust. Hillview Advisors is majority owned by VAM, which is
controlled by BancBoston Ventures, Inc., a wholly-owned subsidiary of Fleet
Boston Financial Corp. Under the Advisory Contract, each fund pays Hillview
Advisors a fee, computed daily and paid monthly, at the annual rate of 0.25% of
its average daily net assets.

INVESTMENT SUB-ADVISORY AGREEMENTS. Each sub-adviser serves as an
investment adviser pursuant to a separate Investment Sub-Advisory Agreement
among itself, the Trust, on behalf of each fund, and Hillview Advisors (each a

30
<PAGE>

"Sub-Advisory Agreement" and collectively, the "Sub-Advisory Agreements"). All
of the Sub-Advisory Agreements have substantially similar terms. The Alpha Fund
pays sub-advisory fees to the sub-advisers based on annual percentage rates of
the value of the portion of the Alpha Fund's portfolio managed by each
sub-adviser. Harris receives an annual sub-advisory fee of 0.75% of the average
daily assets on the first $20 million of the portion of the fund's portfolio it
manages, and 0.50% of the average daily assets of the rest of the portion of the
fund's assets it manages. Nevis Capital receives an annual sub-advisory fee of
1.50% of the average daily assets of the portion of the fund's portfolio it
manages. Shaker Investments receives an annual sub-advisory fee of 1.00% of the
average daily assets of the portion of the fund's portfolio it manages. Pzena
receives an annual sub-advisory fee of 1.00% of the average daily assets of the
first $30 million of the portion of the fund's portfolio it manages and 0.75% of
the average daily assets of the rest of the portion of the fund's assets it
manages thereafter. Frontier receives an annual sub-advisory fee of 1.00% of the
average daily assets of the first $25 million of the portion of the fund's
portfolio it manages and 0.75% of the average daily assets of the rest of the
portion of the fund's portfolio it manages.

The International Alpha Fund pays sub-advisory fees to the sub-advisers
based on annual percentage rates of the value of the portion of the
International Alpha Fund's portfolio by each sub-adviser. Harris receives an
annual sub-advisory fee of 0.75% of the average daily assets on the first $25
million of the portion of the fund's portfolio it manages, 0.70% of the average
daily assets of the next $25 million, 0.60% of the average daily assets of the
next $50 million and 0.50% of the average daily assets of the rest of the
portion of the fund's assets it manages. BPI receives an annual sub-advisory fee
of 0.80% of the average daily assets on the first $20 million of the portion of
the fund's portfolio it manages, 0.60% of the average daily assets on the next
$30 million it manages, 0.50% of the average daily assets of the next $50
million it manages, and a negotiable rate on amounts greater than $100 million
that it manages. Deutsche Asset Management receives an annual sub-advisory fee
of 0.60% of the average daily assets on the first $20 million of the portion of
the fund's portfolio it manages and 0.55% of the average daily assets of amounts
greater than $20 million (if the breakpoint of $20 million is attained in the
first year of the contract; otherwise the breakpoint will be $50 million).
Waterford receives an annual sub-advisory fee of 2.00% of the average daily
assets of the portion of the fund's portfolio it manages.

Under the terms of the Sub-Advisory Agreements, the sub-advisers bear all
expenses they incur in connection with the services provided under the contract
other than the cost of securities (including brokerage commissions, if any)
provided for a fund.

The Trust's Board of Trustees approves the Sub-Advisory Agreements for an
initial two-year period. Thereafter, they are renewable annually. Under the
Sub-Advisory Agreements, The sub-advisors will not be liable for any error of
judgment or mistake of law or for any loss suffered by a fund in connection with
the performance of the Sub-Advisory Agreements, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the
sub-advisors in the performance of their duties or from reckless disregard of
their duties and obligations thereunder. The Sub-Advisory Agreements terminate
automatically upon their assignment and are terminable (1) by any party
immediately upon written notice if there is a material breach by another party,
(2) by any party at any time without penalty upon 30 days' written notice to the

31
<PAGE>

other two parties, and (3) by the Trust or Hillview Advisors immediately if, in
the reasonable judgment of either, the sub-adviser becomes unable to discharge
its duties under its Sub-Advisory Agreement. The Sub-Advisory Agreements may be
terminated at any time, without the payment of any penalty, by the Board of
Trustees or by a vote of the holders of a majority of a fund's outstanding
voting securities on not more than thrity days' written notice.

PERSONAL TRADING POLICIES. Hillview Advisors personnel may invest in
securities for their own accounts pursuant to a code of ethics that describes
the fiduciary duty owed to shareholders of Hillview mutual funds and other
Hillview Advisors advisory accounts by all Hillview Advisors' trustees, officers
and employees, establishes procedures for personal investing and restricts
certain transactions. For example, personal trades in most securities require
pre-clearance and short-term trading and participation in initial public
offerings generally are prohibited. In addition, the code of ethics puts
restrictions on the timing of personal investing in relation to trades by
Hillview funds and other Hillview Advisors advisory clients.

DISTRIBUTION ARRANGEMENTS. PFPC Distributors, Inc., an affiliate of
PFPC, acts as the distributor of shares of the funds under a distribution
contract with the Trust ("Distribution Contracts"). The Distribution Contract
requires PFPC to use its best efforts, consistent with its other businesses,
to sell shares of the funds. Shares of the funds are offered continuously.
The funds are distributed through PFPC Distributors, Inc. primarily to
clients of Hillview Advisors.

PORTFOLIO TRANSACTIONS

Subject to policies established by the board, the sub-advisers are
responsible for the execution of a fund's portfolio transactions and the
allocation of brokerage transactions. In executing portfolio transactions, the
sub-advisers seek to obtain the best net results for the funds, taking into
account such factors as the price (including the applicable brokerage commission
or dealer spread), size of order, difficulty of execution and operational
facilities of the firm involved. While the sub-advisers generally seek
reasonably competitive commission rates, payment of the lowest commission is not
necessarily consistent with obtaining the best net results. Prices paid to
dealers in principal transactions generally include a "spread," which is the
difference between the prices at which the dealer is willing to purchase and
sell a specific security at the time. The funds may invest in securities traded
in the over-the-counter market and will engage primarily in transactions
directly with the dealers who make markets in such securities, unless a better
price or execution could be obtained by using a broker.

Transactions in futures contracts are executed through futures commission
merchants ("FCMs"), who receive brokerage commissions for their services. The
funds' procedures in selecting FCMs to execute its transactions in futures
contracts are similar to those in effect with respect to brokerage transactions
in securities.

In selecting brokers, the sub-advisers will consider the full range and
quality of a broker's services. Consistent with the interests of the funds and
subject to the review of the board, the sub-advisers may cause a fund to
purchase and sell portfolio securities through brokers who provide the
sub-advisers with brokerage or research services. A fund may pay those brokers a
higher commission than may be charged by other brokers, provided that the
sub-advisers determine in good faith that the commission is reasonable in terms
either of that particular transaction or of the overall responsibility of the
sub-advisers to the fund and their other clients.

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<PAGE>

Research services obtained from brokers may include written reports,
pricing and appraisal services, analysis of issues raised in proxy statements,
educational seminars, subscriptions, portfolio attribution and monitoring
services, and computer hardware, software and access charges which are directly
related to investment research. Research services may be received in the form of
written reports, online services, telephone contacts and personal meetings with
security analysts, economists, corporate and industry spokespersons, and
government representatives.

For purchases or sales with broker-dealer firms that act as principal, the
sub-advisers seeks best execution. Although the sub-advisers may receive certain
research or execution services in connection with these transactions, the
sub-advisers will not purchase securities at a higher price or sell securities
at a lower price than would otherwise be paid if no weight was attributed to the
services provided by the executing dealer. The sub-advisers may engage in agency
transactions in over-the-counter securities in return for research and execution
services. These transactions are entered into only pursuant to procedures that
are designed to ensure that the transaction (including commissions) is at least
as favorable as it would have been if effected directly with a market-maker that
did not provide research or execution services.

Research services and information received from brokers or dealers are
supplemental to the sub-advisers' own research efforts and, when utilized, are
subject to internal analysis before being incorporated into its investment
processes. Information and research services furnished by brokers or dealers
through which or with which a fund effects securities transactions may be used
by the sub-advisers in advising other funds or accounts and, conversely,
research services furnished to the sub-advisers by brokers or dealers in
connection with other funds or accounts that it advises may be used in advising
the funds.

Investment decisions for the funds and for other investment accounts
managed by the sub-advisers are made independently of each other in light of
differing considerations for the various accounts. However, the same investment
decision may occasionally be made for a fund and one or more accounts. In those
cases, simultaneous transactions are inevitable. Purchases or sales are then
averaged as to price and allocated between that fund and the other account(s) as
to amount according to a formula deemed equitable to the fund and the other
account(s). While in some cases this practice could have a detrimental effect
upon the price or value of the security as far as the funds are concerned, or
upon their ability to complete their entire order, in other cases it is believed
that coordination and the ability to participate in volume transactions will be
beneficial to the funds.

PORTFOLIO TURNOVER. The funds' annual portfolio turnover rates may vary
greatly from year to year, but they will not be a limiting factor when
management deems portfolio changes appropriate. The portfolio turnover rate is
calculated by dividing the lesser of a fund's annual sales or purchases of
portfolio securities (exclusive of purchases or sales of securities whose
maturities at the time of acquisition were one year or less) by the monthly
average value of securities in the portfolio during the year. Each fund is
expected to have an annual turnover rate less than 100%.

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<PAGE>

ADDITIONAL EXCHANGE AND REDEMPTION
INFORMATION AND OTHER SERVICES

ADDITIONAL EXCHANGE AND REDEMPTION INFORMATION. As discussed in the
Prospectus, shares of a fund may be exchanged for shares of another Hillview
mutual fund. Shareholders will receive at least 60 days' notice of any
termination or material modification of the exchange offer, except no notice
need be given if, under extraordinary circumstances, either redemptions are
suspended under the circumstances described below or the fund temporarily delays
or ceases the sales of its shares because it is unable to invest amounts
effectively in accordance with the funds' investment objectives, policies and
restrictions.

If conditions exist that make cash payments undesirable, each fund
reserves the right to honor any request for redemption by making payment in
whole or in part in securities chosen by the fund and valued in the same way as
they would be valued for purposes of computing the fund's net asset value. Any
such redemption in kind will be made with readily marketable securities, to the
extent available. If payment is made in securities, a shareholder will incur
brokerage or transactional expenses in converting those securities into cash,
will be subject to fluctuation in the market price of those securities until
they are sold, and may realize taxable gain or loss (depending on the value of
the securities received and the shareholder's adjusted basis of the redeemed
shares).

The funds may suspend redemption privileges or postpone the date of
payment during any period (1) when the New York Stock Exchange is closed or
trading on the New York Stock Exchange is restricted as determined by the SEC,
(2) when an emergency exists, as defined by the SEC, that makes it not
reasonably practicable for a fund to dispose of securities it owns or to fairly
determine the value of its assets or (3) as the SEC may otherwise permit. The
redemption price may be more or less than the shareholder's cost, depending on
the market value of a fund's portfolio at the time.

SERVICE ORGANIZATIONS. A fund may authorize service organizations, and
their agents, to accept on its behalf purchase and redemption orders that are in
"good form." A fund will be deemed to have received these purchase and
redemption orders when a service organization or its agent accepts them. Like
all customer orders, these orders will be priced based on the fund's net asset
value next computed after receipt of the order by the service organizations or
their agents. Service organizations may include retirement plan service
providers who aggregate purchase and redemption instructions received from
numerous retirement plans or plan participants.

VALUATION OF SHARES

Each fund determines its net asset value per share, normally as of the
close of regular trading (usually 4:00 p.m., Eastern time) on the New York Stock
Exchange on each Business Day, which is defined as each Monday through Friday
when the New York Stock Exchange is open. Prices will be calculated earlier when
the New York Stock Exchange closes early because trading has been halted for the
day. Currently the New York Stock Exchange is closed on the observance of the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'

34
<PAGE>

Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.

Securities that are listed on exchanges normally are valued at the last
sale price on the day the securities are valued or, lacking any sales on such
day, at the last available bid price. In cases where securities are traded on
more than one exchange, the securities are generally valued on the exchange
considered by Hillview Advisers as the primary market. Securities traded in the
over-the-counter market and listed on the Nasdaq Stock Market ("Nasdaq")
normally are valued at the last available sale price on Nasdaq prior to
valuation; other over-the-counter securities are valued at the last bid price
available prior to valuation. Where market quotations are readily available,
portfolio securities are valued based upon market quotations, provided those
quotations adequately reflect, in the judgment of Hillview Advisers, the fair
value of the security. Where those market quotations are not readily available,
securities are valued based upon appraisals received from a pricing service
using a computerized matrix system or based upon appraisals derived from
information concerning the security or similar securities received from
recognized dealers in those securities. All other securities and other assets
are valued at fair value as determined in good faith by or under the direction
of the board. The amortized cost method of valuation generally is used to value
debt obligations with 60 days or less remaining until maturity, unless the board
determines that this does not represent fair value.

PERFORMANCE INFORMATION

TOTAL RETURN CALCULATIONS. Average annual total return quotes
("Standardized Return") used in each fund's Performance Advertisements are
calculated according to the following formula:

n
P(1 + T) = ERV
where: P = a hypothetical initial payment of $1,000 to purchase shares
of a specified class
T = average annual total return of shares of that class
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment at
the beginning of that period.

Under the foregoing formula, the time periods used in Performance
Advertisements will be based on rolling calendar quarters, updated to the last
day of the most recent quarter prior to submission of the advertisement for
publication. Total return, or "T" in the formula above, is computed by finding
the average annual change in the value of an initial $1,000 investment over the
period. All dividends and other distributions are assumed to have been
reinvested at net asset value.

The funds also may refer in Performance Advertisements to total return
performance data that are not calculated according to the formula set forth
above ("Non-Standardized Return"). The funds calculate Non-Standardized Return
for specified periods of time by assuming an investment of $1,000 in fund shares
and assuming the reinvestment of all dividends and other distributions. The rate

35
<PAGE>

of return is determined by subtracting the initial value of the investment from
the ending value and by dividing the remainder by the initial value.

OTHER INFORMATION. In Performance Advertisements, the funds may compare
their Standardized Return and/or their Non-Standardized Return with data
published by Lipper Inc. ("Lipper"), CDA Investment Technologies, Inc. ("CDA"),
Wiesenberger Investment Companies Service ("Wiesenberger"), Investment Company
Data, Inc. ("ICD") or Morningstar Mutual Funds ("Morningstar"), or with the
performance of recognized stock, bond and other indices, including the Lehman
Bond Index, the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"),
the Dow Jones Industrial Average, the Morgan Stanley Capital International World
Index, the Lehman Brothers Treasury Bond Index, and changes in the Consumer
Price Index as published by the U.S. Department of Commerce. The funds also may
refer in these materials to mutual fund performance rankings and other data,
such as comparative asset, expense and fee levels, published by Lipper, CDA,
Wiesenberger, ICD or Morningstar. Performance Advertisements also may refer to
discussions of the funds and comparative mutual fund data and ratings reported
in independent periodicals, including THE WALL STREET JOURNAL, MONEY Magazine,
FORBES, BUSINESS WEEK, FINANCIAL WORLD, BARRON'S, FORTUNE, THE NEW YORK TIMES,
THE CHICAGO TRIBUNE, THE WASHINGTON POST and THE KIPLINGER LETTERS. Comparisons
in Performance Advertisements may be in graphic form.

The funds may include discussions or illustrations of the effects of
compounding in Performance Advertisements. "Compounding" refers to the fact
that, if dividends or other distributions on a fund investment are reinvested in
additional fund shares, any future income or capital appreciation of the fund
would increase the value, not only of the original fund investment, but also of
the additional fund shares received through reinvestment. As a result, the value
of a fund investment would increase more quickly than if dividends or other
distributions had been paid in cash.

The funds may also compare their performance with the performance of bank
certificates of deposit (CDs) as measured by the CDA Certificate of Deposit
Index, the Bank Rate Monitor National Index and the averages of yields of CDs of
major banks published by Banxquote(R) Money Markets. In comparing the funds'
performance to CD performance, investors should keep in mind that bank CDs are
insured in whole or in part by an agency of the U.S. government and offer fixed
principal and fixed or variable rates of interest, and that bank CD yields may
vary depending on the financial institution offering the CD and prevailing
interest rates. Shares of the funds are not insured or guaranteed by the U.S.
government and returns and net asset values will fluctuate. An investment in any
fund involves greater risks than an investment in either a money market fund or
a CD.

TAXES

BACKUP WITHHOLDING. Each fund is required to withhold 31% of all taxable
dividends, capital gain distributions and redemption proceeds payable to
individuals and certain other non-corporate shareholders who do not provide the
funds or Hillview Advisors with a correct taxpayer identification number.
Withholding at that rate also is required from dividends and capital gain

36
<PAGE>

distributions payable to those shareholders who otherwise are subject to backup
withholding.

SALE OR EXCHANGE OF FUND SHARES. A shareholder's sale (redemption) of
shares may result in a taxable gain or loss, depending on whether the
shareholder receives more or less than his or her adjusted basis for the shares.
An exchange of any fund's shares for shares of another Hillview mutual fund
generally will have similar tax consequences. In addition, if a fund's shares
are bought within 30 days before or after selling other shares of the fund
(regardless of class) at a loss, all or a portion of that loss will not be
deductible and will increase the basis of the newly purchased shares.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each fund intends to
qualify as a regulated investment company ("RIC") under the Internal Revenue
Code of 1986, as amended. If a fund failed to qualify for treatment as a RIC for
any taxable year, (i) it would be taxed at corporate rates on the full amount of
its taxable income for that year without being able to deduct the distributions
it makes to its shareholders and (ii) the shareholders would treat all those
distributions including distributions of net capital gain (I.E., the excess of
net long-term capital gain over net short-term capital loss), as dividends (that
is, ordinary income) to the extent of the fund's earnings and profits. To
qualify for treatment as a RIC under the Code, a fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income and net short-term
capital gain) and must meet several additional requirements. These requirements
include the following: (1) the fund must derive at least 90% of its gross income
each taxable year from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of securities, or other
income (including gains from options or futures) derived with respect to its
business of investing in securities ("Income Requirement"); (2) at the close of
each quarter of the fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. government securities,
securities of other RICs and other securities that are limited, in respect of
any one issuer, to an amount that does not exceed 5% of the value of the fund's
total assets; and (3) at the close of each quarter of the fund's taxable year,
not more than 25% of the value of its total assets may be invested in securities
(other than U.S. government securities or the securities of other RICs) of any
one issuer. If a fund failed to qualify for treatment as a RIC for any taxable
year, it would be taxed as an ordinary corporation on its taxable income for
that year (even if that income was distributed to its shareholders) and all
distributions out of its earnings and profits would be taxable to its
shareholders as dividends (that is, ordinary income).

OTHER INFORMATION. Dividends and other distributions declared by a fund in
October, November or December of any year and payable to shareholders of record
on a date in any of those months will be deemed to have been paid by the fund
and received by the shareholders on December 31 of that year if the
distributions are paid by the fund during the following January.

A portion of the dividends from a fund's investment company taxable income
(whether paid in cash or in additional shares) may be eligible for the
dividends-received deduction allowed to corporations. The eligible portion may
not exceed the aggregate dividends received by the fund from U.S. corporations.
However, dividends received by a corporate shareholder and deducted by it

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<PAGE>

pursuant to the dividends-received deduction are subject indirectly to the
federal alternative minimum tax.

If fund shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received thereon.

Investors also should be aware that if shares are purchased shortly before
the record date for a capital gain distribution, the shareholder will pay full
price for the shares and receive some portion of the price back as a taxable
distribution.

Dividends and interest received, and gains realized, by a fund on foreign
securities may be subject to income, withholding or other taxes imposed by
foreign countries and U.S. possessions (collectively "foreign taxes") that would
reduce the return on its securities. Tax conventions between certain countries
and the United States, however, may reduce or eliminate foreign taxes, and many
foreign countries do not impose taxes on capital gains in respect of investments
by foreign investors. If more than 50% of the value of a fund's total assets at
the close of its taxable year consists of securities of foreign corporations, it
will be eligible to, and may, file an election with the Internal Revenue Service
that will enable its shareholders, in effect, to receive the benefit of the
foreign tax credit with respect to any foreign taxes paid by it. Pursuant to the
election, the fund would treat those taxes as dividends paid to its shareholders
and each shareholder (1) would be required to include in gross income, and treat
as paid by him or her, his or her proportionate share of those taxes, (2) would
be required to treat his or her share of those taxes and of any dividend paid by
the fund that represents income from foreign or U.S. possessions sources as his
or her own income from those sources, and (3) could either deduct the foreign
taxes deemed paid by him or her in computing his or her taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against his or her federal income tax. Each fund will report to its
shareholders shortly after each taxable year its respective shares of foreign
taxes paid and the income from sources within, and taxes paid to, foreign
countries and U.S. possessions if it makes this election. Individuals who have
no more than $300 ($600 for married persons filing jointly) of creditable
foreign taxes included on Forms 1099 and all of whose foreign source income is
"qualified passive income" may elect each year to be exempt from the extremely
complicated foreign tax credit limitation, in which event they would be able to
claim a foreign tax credit without having to file the detailed Form 1116 that
otherwise is required.

Each fund will be subject to a nondeductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of its
ordinary (taxable) income for the calendar year and capital gain net income for
the one-year period ending on October 31 of that year, plus certain other
amounts.

The use of hedging strategies, such as writing (selling) and purchasing
futures contracts, involves complex rules that determine for income tax purposes
the amount, character and timing of recognition of the gains and losses a fund
realizes in connection therewith. Gains from options and futures contracts
derived by a fund with respect to its business of investing in securities,
qualify as permissible income under the Income Requirement.

38
<PAGE>

If a fund has an "appreciated financial position"-- generally, an interest
(including an interest through a futures contract) with respect to any stock,
debt instrument (other than "straight debt") or partnership interest the fair
market value of which exceeds its adjusted basis--and enters into a
"constructive sale" of the position, the fund will be treated as having made an
actual sale thereof, with the result that gain will be recognized at that time.
A constructive sale generally consists of a short sale, an offsetting notional
principal contract or a futures or forward currency contract entered into by a
fund or a related person with respect to the same or substantially identical
property. In addition, if the appreciated financial position is itself a short
sale or such a contract, acquisition of the underlying property or substantially
identical property will be deemed a constructive sale. The foregoing will not
apply, however, to a fund's transaction during any taxable year that otherwise
would be treated as a constructive sale if the transaction is closed within 30
days after the end of that year and the fund holds the appreciated financial
position unhedged for 60 days after that closing (i.e., at no time during that
60-day period is the fund's risk of loss regarding that position reduced by
reason of certain specified transactions with respect to substantially identical
or related property, such as having an option to sell, being contractually
obligated to sell, making a short sale or granting an option to buy
substantially identical stock or securities).

The foregoing is only a general summary of some of the important federal
income tax considerations generally affecting the funds and their shareholders.
No attempt is made to present a complete explanation of the federal tax
treatment of each fund's activities, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential investors are urged
to consult their own tax advisers for more detailed information and for
information regarding any state, local or foreign taxes applicable to the funds
and to dividends and distributions therefrom.

OTHER INFORMATION

DELAWARE BUSINESS TRUSTS. The Trust is a Delaware business trust organized
on April 14, 2000. The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares of beneficial interest. The Board
of Trustees has created two series of shares, Hillview Alpha Fund and Hillview
International Alpha Fund, and may create additional series in the future, with
the separate rights and liabilities.

Each share of a fund represents an interest in the corresponding fund
proportionately equal to the interest of each other share. Each share is
entitled to one vote for the election of trustees and any other matter submitted
to a vote of the fund shareholders. Fractional shares have fractional voting
rights. Voting rights are not cumulative. All shares of a fund are fully paid
and non-assessable and have no preemptive or conversion rights. The Board of
Trustees may create additional classes of shares in the future, with the
separate rights and liabilities.

Shareholder meetings will not be held except where the 1940 Act requires a
shareholder vote on certain matters (including election of trustees and changes
to a fund's fundamental investment policies), as the Board of Trustees from time
to time deems appropriate. A special meeting may be called solely for the
purpose of removing one or more Trustees when requested in writing by the
recordholders of 10% or more of the outstanding shares of the Trust.

39
<PAGE>

Shareholders of funds could, under certain circumstances, be held
personally liable for the obligations of the fund or its Trust. However, the
Trust's Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust or the funds and requires that notice of such
disclaimer be given in each note, bond, contract, instrument, certificate or
undertaking made or issued by the board members or by any officers or officer by
or on behalf of the Trust or the funds, the board members or any of them in
connection with the Trust. The Declaration of Trust provides for indemnification
from each fund's property for all losses and expenses of any shareholder held
personally liable for the obligations of that fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the funds themselves would be unable to meet
their obligations, a possibility that Hillview Advisers believes is remote and
not material. Upon payment of any liability incurred by a shareholder solely by
reason of being or having been a shareholder, the shareholder paying such
liability would be entitled to reimbursement from the general assets of the
applicable fund. The board members intend to conduct the funds' operations in
such a way as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the funds.

VOTING RIGHTS. Shareholders of each fund are entitled to one vote for each
full share held and fractional votes for fractional shares held. Voting rights
are not cumulative and, as a result, the holders of more than 50% of all the
shares of a fund (or the Trust, which has more than one series) may elect all of
the board members of that fund or Trust. The shares of the funds will be voted
together. The shares of each series of the Trust will be voted separately,
except when an aggregate vote of all the series of the Trust is required by law.

The funds do not hold annual meetings. Shareholders of record of no less
than two-thirds of the outstanding shares of the Trust or a fund (as applicable)
may remove a board member through a declaration in writing or by vote cast in
person or by proxy at a meeting called for that purpose. A meeting will be
called to vote on the removal of a board member at the written request of
holders of 10% of the outstanding shares of the Trust.

CODES OF ETHICS. The Trust, Hillview Advisors, the sub-advisers and the
fund's distributor have each adopted codes of ethics under Rule 17j-1 of the
1940 Act. Subject to certain restrictions, the codes of ethics permit persons
subject to the codes to invest in securities that may be purchased or held by
the funds.

CUSTODIAN AND RECORDKEEPING AGENT; TRANSFER AND DIVIDEND AGENT. PFPC Trust
Company, a subsidiary of PNC Bank and located at 200 Stevens Drive, Lester,
Pennsylvania, serves as custodian and recordkeeping agent for the funds. PFPC
Inc., a subsidiary of PNC Bank, N.A., serves as the funds' transfer and dividend
disbursing agent. It is located at 211 South Gulph Road, King of Prussia, PA
19406.

COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800
Massachusetts Avenue, N.W., Washington, D.C. 20036-1800, serves as counsel to
the funds. The law firm of Richards, Layton & Finger, P.A., One Rodney
Square, P.O. Box 551, Wilmington, DE 19899, serves as Delaware counsel to the
funds.

40
<PAGE>

AUDITORS. PricewaterhouseCoopers, located at Two Commerce Square, 2001
Market Street, Philadelphia, PA 19103-7042, serves as independent auditors
for the funds.

41
<PAGE>

FINANCIAL STATEMENTS

HILLVIEW INVESTMENT TRUST II
STATEMENTS OF ASSETS AND LIABILITIES
JULY 20, 2000

ALPHA INTERNATIONAL
FUND ALPHA FUND

Assets:

Cash $ - $100,000
Receivable from the Adviser 76,003 21,836
Deferred offering expenses 21,185 21,185
-------------------------

Total Assets 97,188 143,021
-------------------------

Liabilities:
Organizational costs payable 76,003 21,836
Offering costs payable 21,185 21,185
-------------------------

Total Liabilities 97,188 43,021
-------------------------

Net Assets
Paid in capital (Applicable
to 8,333.334 Class I shares
of beneficial interest of the
International Alpha Fund
issued and outstanding,
unlimited shares authorized) $ - $ 100,000
=========================

Class Y shares
Net asset value, offering and
redemption price per share $ - $ 12.00
=========================

42
<PAGE>

HILLVIEW INVESTMENT TRUST II
STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 1, 1999 TO JULY 20, 2000

ALPHA INTERNATIONAL
FUND ALPHA FUND

Investment Income $ - -
------------ -----------

Expenses 76,003 21,836
Expense reduction (76,003) (21,836)
------------ -----------

Net Income $ - -
============ ===========

ORGANIZATION

Hillview Alpha Fund and Hillview International Alpha Fund ("Funds") are
diversified series of Hillview Investment Trust II ("Trust"), a professionally
managed, open-end management investment company. The Trust was established as a
Delaware business trust under a Declaration of Trust dated July 20, 2000. The
Trust currently offers one class of shares, Class A.

Costs incurred and to be incurred in connection with the organization of the
Trust, estimated at $97,839, will be borne by the Funds, subject to the expense
limitation agreement described in Note 2 below. Certain costs incurred and to be
incurred in connection with the initial offering of shares of the Fund,
estimated at $42,370, will be paid initially by the Fund's Adviser, Hillview
Capital Advisors, LLC ("Hillview Advisors"). The Funds will reimburse Hillview
Advisors for such costs, which will be deferred and amortized by the Funds over
the period of benefit, not to exceed 12 months from the date the Funds commence
operations. The Funds have had no operations to date other than the sale of
8,333.334 Class A shares of the Hillview International Alpha Fund to Hillview
Advisors.

AGREEMENTS

Pursuant to an advisory agreement between the Trust and Hillview Advisors,
Hillview Advisors will manage the Funds business and investment affairs. As
compensation under the Advisory Agreement, Hillview Advisors will receive from
the Fund an advisory fee, which is computed daily and paid monthly, equal to
1.30% of the Alpha Fund's average daily net assets and 1.10% of the
International Alpha Fund's average daily net assets which represents the
advisory fee and a composite of the fees to be paid to each sub-adviser assuming
a generally equal allocation of assets among the current sub-advisors. The
contractual sub-advisory fee rates vary based on the amount of assets managed by

43
<PAGE>

each sub-adviser, and the allocations to each sub-adviser will vary over time.
Hillview Advisors serves as the investment manager for the Funds under the terms
of its investment advisory agreement with the Trust ("Hillview Agreement").
Officers of Hillview Advisors serve as the Executive Officers of the Fund and/or
as members of the Board of Trustees. For its services under the Hillview
Agreement, Hillview Advisors receives an annual fee of 0.25% of the Funds'
average daily assets. Hillview Advisors has agreed to waive its fees and, if
necessary, reimburse expenses for the period August 1, 2000 to June 30, 2001 to
limit the expenses of the Funds so that Other Expenses (i.e. those expenses
other than Management Fee and Sub-Advisory Fee) shall not exceed 0.35% of
average daily net assets for Class A shares of the Alpha Fund and shall not
exceed 0.75% of average daily net assets for Class A shares of the International
Alpha Fund. Any waivers or reimbursements made by the Adviser during the period
August 1, 2000 to June 30, 2001 are subject to repayment by the Funds, provided
that the payments are reimbursed within three years of the payment being made
and repayment does not result in the Funds' aggregate expenses exceeding the
foregoing expense limitations. Hillview Advisors evaluates and selects leading
investment management firms to sub-advise specified portions of each Fund.
Hillview Advisors also monitors the performance and operations of the
sub-advisers as well as any changes in the sub-advisers' organizations or
business operations that may affect a sub-adviser's future performance.

The Alpha Fund pays sub-advisory fees to the sub-advisers based on annual
percentage rates of the value of the portion of the Alpha Fund's portfolio
managed by each sub-adviser. Harris receives an annual sub-advisory fee of 0.75%
of the average daily assets on the first $20 million of the portion of the
fund's portfolio it manages, and 0.50% of the average daily assets of the rest
of the portion of the fund's assets it manages. Nevis Capital receives an annual
sub-advisory fee of 1.50% of the average daily assets of the portion of the
fund's portfolio it manages. Shaker Investments receives an annual sub-advisory
fee of 1.00% of the average daily assets of the portion of the fund's portfolio
it manages. Pzena receives an annual sub-advisory fee of 1.00% of the average
daily assets of the first $30 million of the portion of the fund's portfolio it
manages and 0.75% of the average daily assets of the rest of the portion of the
fund's assets it manages thereafter. Frontier receives an annual sub-advisory
fee of 1.00% of the average daily assets of the first $25 million of the portion
of the fund's portfolio it manages and 0.75% of the average daily assets of the
rest of the portion of the fund's portfolio it manages.

The International Alpha Fund pays sub-advisory fees to the sub-advisers based on
annual percentage rates of the value of the portion of the International Alpha
Fund's portfolio by each sub-adviser. Harris receives an annual sub-advisory fee
of 0.75% of the average daily assets on the first $25 million of the portion of
the fund's portfolio it manages, 0.70% of the average daily assets of the next
$25 million, 0.60% of the average daily assets of the next $50 million and 0.50%
of the average daily assets of the rest of the portion of the fund's assets it
manages. BPI receives an annual sub-advisory fee of 0.80% of the average daily
assets on the first $20 million of the portion of the fund's portfolio it
manages, 0.60% of the average daily assets on the next $30 million it manages,
0.50% of the average daily assets of the next $50 million it manages, and a
negotiable rate on amounts greater than $100 million that it manages. Deutsche
Asset Management receives an annual sub-advisory fee of 0.60% of the average
daily assets on the first $20 million of the portion of the fund's portfolio it
manages and 0.55% of the average daily assets of amounts greater than $20

44
<PAGE>

million (if the breakpoint of $20 million is attained in the first year of the
contract; otherwise the breakpoint will be $50 million). Waterford receives an
annual sub-advisory fee of 2.00% of the average daily assets of the portion of
the fund's portfolio it manages.

The Trust recorded its initial organization costs of $97,839 as an expense
during the period ended July 20, 2000 and recognized an offsetting expense
reduction as a result of the Adviser's commitment to reimburse these costs. The
Funds may be obliged to repay some or all of these costs to Hillview Advisors if
the Agreement's conditions are met.

Pursuant to an Administrative and Accounting Service agreement, the Funds
retain PFPC, Inc. ("PFPC") an indirect wholly-owned subsidiary of PNC Bank
N.A. as Administrator, Accounting Services Agent and transfer and dividend
disbursing agent. In addition, PFPC Trust Co. serves as the Funds' custodian.

45
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholder of
Hillview Investment Trust II

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations presents fairly, in all material respects, the
financial position of Hillview Alpha Fund and Hillview International Alpha Fund
(constituting the Hillview Investment Trust II, hereafter referred to as the
"Trust") at July 20, 2000, and the results of its operations for the period then
ended, in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these financial
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
August 4, 2000

46
<PAGE>

YOU SHOULD RELY ONLY ON THE INFORMATION Hillview
CONTAINED OR REFERRED TO IN THE Alpha Fund
PROSPECTUS AND THIS STATEMENT OF International Alpha Fund
ADDITIONAL INFORMATION. THE FUNDS AND
THEIR DISTRIBUTOR HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THE PROSPECTUS AND
THIS STATEMENT OF ADDITIONAL INFORMATION
ARE NOT AN OFFER TO SELL SHARES OF THE
FUNDS IN ANY JURISDICTION WHERE THE
FUNDS OR DISTRIBUTOR MAY NOT LAWFULLY
SELL THOSE SHARES.

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

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

Statement of Additional Information
September 1, 2000

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

HILLVIEW

<PAGE>

PART C: OTHER INFORMATION
--------------------------

23. Exhibits:
(1) (a) Certificate of Trust as filed with the state of Delaware
(1)
(b) Agreement and Declaration of Trust (1)
(2) By-laws (1)
(3) Instruments Defining Rights of Security Holders
(a) Agreement and Declaration of Trust (1)
(b) Bylaws (1)
(4) (a) Revised Advisory Agreement (filed herewith)
(b) Sub-Advisory Agreement with Harris Associates, L.P.
for Hillview Alpha Fund (1)
(c) Sub-Advisory Agreement with Nevis Capital Management,
Inc. for Hillview Alpha Fund (1)
(d) Sub-Advisory Agreement with Shaker Investments, Inc.
for Hillview Alpha Fund (1)
(e) Sub-Advisory Agreement with Pzena Investment
Management, LLC for Hillview Alpha Fund (1)
(f) Sub-Advisory Agreement with Frontier Capital
Management Company, LLC for Hillview Alpha Fund (1)
(g) Sub-Advisory Agreements with BPI Global Asset
Management LLP for Hillview International Alpha Fund (1)
(h) Sub-Advisory Agreements with Deutsche Asset
Management Investment Services, Ltd. for Hillview
International Alpha Fund (1)
(i) Sub-Advisory Agreement with Waterford Management, LLC
for Hillview International Alpha Fund (1)
(j) Sub-Advisory Agreement with Harris Associates, L.P.
for Hillview International Alpha Fund (1)
(5) Underwriting Agreement (1)
(6) Bonus or Profit Sharing Contracts - none
(7) Custodian Services Agreement (1)
(8) Other Material Contracts
(a) Administration and Accounting Services Agreement (1)
(b) Transfer Agency Services Agreement (1)
(9) (a) Opinion of Kirkpatrick & Lockhart LLP as to the
legality of shares being offered (1)
(b) Opinion of Richards, Layton & Finger, P.A. as to the
legality of shares being offered (1)
(10) Other Opinions
Accountants' Consent (filed herewith)
(11) Omitted Financial Statements - not applicable
(12) Initial Capital Agreement (1)
(13) Distribution Plan pursuant to Rule 12b-1 - none
(14) Multiple Class Plan Pursuant to Rule 18f-3 - none
(15) Power of Attorney of the Trustees and Officers of the
Registrant (1)
(16) (a) Code of Ethics for Hillview Investment Trust II (1)
(b) Code of Ethics for Hillview Capital Advisors, LLC (1)
(c) Code of Ethics for Harris Associates, L.P. (1)
(d) Code of Ethics for Nevis Capital Management, Inc. (1)
(e) Code of Ethics for Shaker Investments, Inc. (1)
(f) Code of Ethics for Pzena Investment Management LLC (1)
(g) Code of Ethics for Frontier Capital Management
Company LLC (1)
(h) Code of Ethics for BPI Global Asset Management, LLP (1)
(i) Code of Ethics for Deutsche Asset Management
Investment Services, Ltd. (1)
(j) Code of Ethics for Waterford Management, L.L.C.
(filed herewith)

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

(1) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 to its Registration Statement on Form N-1A, filed August
10, 1994. (File Nos. 333 - 34806 and 811 - 09901).

<PAGE>

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

None.

Item 25. INDEMNIFICATION

Articles VIII and IX of the Declaration of Trust of the Trust state:

Section 8.1. LIMITATION OF LIABILITY. A Trustee, when acting in such
capacity, shall not be personally liable to any person for any act,
omission, or obligation of the Trust or any Trustee; provided, however,
that nothing contained herein or in the Delaware Act shall protect any
Trustee against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of the office of Trustee hereunder.

Section 8.2. INDEMNIFICATION OF COVERED PERSONS. Every Covered Person
shall be indemnified by the Trust to the fullest extent permitted by the
Delaware Act and other applicable law.

Section 8.3. INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable
solely by reason of his being or having been a Shareholder of the Trust or
any Portfolio or Class and not because of his acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators, or other legal representatives, or, in the case
of a corporation or other entity, its corporate or general successor)
shall be entitled, out of the assets belonging to the applicable Portfolio
(or allocable to the applicable Class), to be held harmless from and
indemnified against all loss and expense arising from such liability in
accordance with the Bylaws and applicable law. The Trust, on behalf of the
affected Portfolio (or Class), shall, upon request by the Shareholder,
assume the defense of any claim made against the Shareholder for any act
or obligation of that Portfolio (or Class).

Section 9.7. ...Notwithstanding anything else herein to the contrary, any
amendment to Article VIII that would have the effect of reducing the
indemnification provided thereby to Covered Persons or to Shareholders or
former Shareholders, and any repeal or amendment of this sentence shall
each require the affirmative vote of Shareholders owning at least
two-thirds of the Outstanding Shares entitled to vote thereon....

Article VII of the Bylaws of the Corporation states:

Section 3. INDEMNIFICATION. Every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the fullest
extent permitted by the Delaware Business Trust Act, these Bylaws and
other applicable law.

Paragraph 8 of the Advisory Agreement between the Trust its adviser
states:

8. LIMITATION OF LIABILITY OF ADVISER AND INDEMNIFICATION. Adviser and its
delegates, including any Sub-Adviser to any Fund or the trust, shall not
be liable and the Trust shall indemnify Adviser and its directors,
officers and employees, for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by any Fund, the
Trust or any of its shareholders, in connection with the matters to which
this Contract relates except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of Adviser in the performance by
Adviser of its duties from reckless disregard by Adviser of its
obligations and duties under this Contract. Any person, even though also
an officer, partner, employee, or agent of Adviser, who may be or become
an officer, Trustee, employee or agent of the Trust shall be deemed, when
rendering services to any Fund or the Trust or acting with respect to any
business of such Fund or the Trust, to be rendering such service to or
acting solely for the Fund or the Trust and not as an officer, partner,
employee, or agent or one under the control or direction of Adviser even
though paid by it.

Paragraphs 8 and 9 of each of the Sub-Advisory Agreements between the
Trust and each sub-adviser states:

8. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund,
the Trust, its shareholders or by the Adviser in connection with the
matters to which this Contract relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Contract. Nothing in this paragraph
shall be deemed a limitation or waiver of any obligation or duty that may
not by law be limited or waived.

<PAGE>

9. INDEMNIFICATION.

(a) The Adviser and the Trust shall indemnify the Sub-Adviser or any of
its directors, officers, employees or affiliates for all losses,
damages, liabilities, costs and expenses (including legal)
("Losses") as they are incurred by the Sub-Adviser by reason of or
arising out of any act or omission by the Adviser or Trust under
this Agreement, or any breach of warranty, representation or
agreement hereunder, except to the extent that such Losses arise as
a result of the negligence of the Sub-Adviser or the Sub-Adviser's
breach of fiduciary duty to the Adviser or the Trust.

(b) The Sub-Adviser shall indemnify the Adviser or any of its directors,
officers, employees or affiliates for all losses, damages,
liabilities, costs and expenses (including legal) ("Losses") as they
are incurred by the Adviser by reason of or arising out of any act
or omission by the Sub-Adviser under this Agreement, or any breach
of warranty, representation or agreement hereunder, except to the
extent that such Losses arise as a result of the negligence of the
Adviser or the Adviser's breach of fiduciary duty to the
Sub-Adviser.

(c) The Sub-Adviser shall indemnify the Trust or any of its directors,
officers, employees or affiliates for all losses, damages,
liabilities, costs and expenses (including legal) ("Losses") as they
are incurred by the Trust by reason of or arising out of any act or
omission by the Sub-Adviser under this Agreement, or any breach of
warranty, representation or agreement hereunder, except to the
extent that such Losses arise as a result of the negligence of the
Trust or the Trust's breach of fiduciary duty to the Sub-Adviser.

Paragraph 10 of the Underwriting Agreement between the Trust and PFPC
Distributors, Inc. states:

10. INDEMNIFICATION.

(a) The Fund agrees to indemnify and hold harmless the PFPC Distributors
and its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, attorneys'
fees and disbursements and liabilities arising under the Securities
Laws and any state and foreign securities and blue sky laws) arising
directly or indirectly from any action or omission to act which PFPC
Distributors takes in connection with the provision of services to
the Fund. Neither PFPC Distributors, nor any of its affiliates,
shall be indemnified against any liability (or any expenses incident
to such liability) caused by PFPC Distributors' or its affiliates'
own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement.

(b) The Fund agrees to indemnify and hold harmless PFPC Distributors,
its officers, directors, and employees, and any person who controls
PFPC Distributors within the meaning of Section 15 of the 1933 Act,
free and harmless (a) from and against any and all claims, costs,
expenses (including reasonable attorneys' fees) losses, damages,
charges, payments and liabilities of any sort or kind which PFPC
Distributors, its officers, directors, employees or any such
controlling person may incur under the 1933 Act, under any other
statute, at common law or otherwise, arising out of or based upon:
(i) any untrue statement, or alleged untrue statement, of a material
fact contained in the Fund's Registration Statement, Prospectus, or
Statement of Additional Information (including amendments and
supplements thereto), or (ii) any omission, or alleged omission, to
state a material fact required to be stated in the Fund's
Registration Statement, Prospectus, Statement of Additional
Information or sales literature (including amendments or supplements
thereto), necessary to make the statements therein not misleading,
provided, however, that insofar as losses, claims, damages,
liabilities or expenses arise out of or are based upon any such
untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with information furnished to
the Fund by PFPC Distributors or its affiliated persons for use in
the Fund's Registration Statement, Prospectus, or Statement of
Additional Information or sales literature (including amendments or
supplements thereto), such indemnification is not applicable; and
(b) from and against any and all such claims, demands, liabilities
and expenses (including such costs and counsel fees) which you, your
officers and directors, or such controlling person, may incur in
connection with this Agreement or PFPC Distributors' performance
hereunder (but excluding such claims, demands, liabilities and
expenses (including such costs and counsel fees) arising out of or
based upon any untrue statement, or alleged untrue statement, of a
material fact contained in any Registration Statement or any
Prospectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in either
any Registration Statement or any Prospectus or necessary to make
the statements in either thereof not misleading), unless such
claims, demands, liabilities and expenses (including such costs and
counsel fees) arise by reason of PFPC Distributors' willful
misfeasance, bad faith or gross negligence in the performance of
PFPC Distributors' duties hereunder. The Fund acknowledges and
agrees that in the event that PFPC Distributors, at the request of
the Fund, is required to give indemnification comparable to that set
forth in this paragraph to any broker-dealer selling Shares of the

<PAGE>

Fund or servicing agent servicing the shareholders of the Fund and
such broker-dealer or servicing agent shall make a claim for
indemnification against PFPC Distributors, PFPC Distributors shall
make a similar claim for indemnification against the Fund.

(c) PFPC Distributors agrees to indemnify and hold harmless the Fund,
its several officers and Board Members and each person, if any, who
controls a Portfolio within the meaning of Section 15 of the 1933
Act against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which the Fund, its officers, Board
Members or any such controlling person may incur under the 1933 Act,
under any other statute, at common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board Members, or any controlling person resulting from
such claims or demands arose out of the acquisition of any Shares by
any person which may be based upon any untrue statement, or alleged
untrue statement, of a material fact contained in the Fund's
Registration Statement, Prospectus or Statement of Additional
Information (including amendments and supplements thereto), or any
omission, or alleged omission, to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished or confirmed in writing to the Fund by PFPC
Distributors or its affiliated persons (as defined in the 1940 Act).
The foregoing rights of indemnification shall be in addition to any
other rights to which the Fund or any such person shall be entitled
to as a matter of law.

(d) In any case in which one party hereto (the "Indemnifying Party") may
be asked to indemnify or hold the other party hereto (the
"Indemnified Party") harmless, the Indemnified Party will notify the
Indemnifying Party promptly after identifying any situation which it
believes presents or appears likely to present a claim for
indemnification (an "Indemnification Claim") against the
Indemnifying Party, although the failure to do so shall not prevent
recovery by the Indemnified Party, and shall keep the Indemnifying
Party advised with respect to all developments concerning such
situation. The Indemnifying Party shall have the option to defend
the Indemnified Party against any Indemnification Claim which may be
the subject of this indemnification, and, in the event that the
Indemnifying party so elects, such defense shall be conducted by
counsel chosen by the Indemnifying Party and satisfactory to the
Indemnified Party, and thereupon the Indemnifying Party shall take
over complete defense of the Indemnification Claim and the
Indemnified Party shall sustain no further legal or other expenses
in respect of such Indemnification Claim. In the event that the
Indemnifying Party does not elect to assume the defense of any such
suit, or in the case the Indemnified Party reasonably does not
approve of counsel chosen by the Indemnifying Party, or in case
there is a conflict of interest between the Indemnifying Party or
the Indemnified Party, the Indemnifying Party will reimburse the
Indemnified Party for the fees and expenses of any counsel retained
by the Indemnified Party. The Fund agrees promptly to notify PFPC
Distributors of the commencement of any litigation or proceedings
against the Fund or any of its officers or directors in connection
with the issue and sale of any Shares. The Indemnified Party will
not confess any Indemnification Claim or make any compromise in any
case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior written
consent.

Paragraphs 12 and 13 of the Custodian Services Agreement between the Fund
and PFPC Trust Company states:

12. INDEMNIFICATION.

(a) The Fund, on behalf of each Portfolio, agrees to indemnify and hold
harmless PFPC Trust from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities
arising under the Securities laws and any state or foreign
securities or blue sky laws, and amendments thereto, and expenses,
including (without limitation) attorneys' fees and disbursements),
arising directly or indirectly from any action or omission to act
which PFPC Trust takes (i) in connection with providing its service
hereunder, (ii) at the request or on the direction of or in reliance
on the advice of the Fund or (iii) upon Oral Instructions or Written
Instructions. PFPC Trust shall not be indemnified against any
liability (or any expenses incident to such liability) arising out
of PFPC Trust's willful misfeasance, bad faith, negligence or
reckless disregard of its duties under this Agreement.

(b) Upon the assertion of a claim for which either party may be required
to indemnify the other under this Agreement, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to
all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written
consent.

<PAGE>
13. RESPONSIBILITY OF PFPC TRUST.

(a) PFPC Trust shall be under no duty to take any action on behalf of
the Fund or any Portfolio except as specifically set forth herein or
as may be specifically agreed to by PFPC Trust in writing. PFPC
Trust shall be obligated to exercise due care and diligence in the
performance of its duties hereunder, to act in good faith and to use
its best efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC Trust shall be liable for
any damages arising out of PFPC Trust's failure to perform its
duties under this Agreement, and shall indemnify the Fund for such
damages, to the extent such damages arise out of PFPC Trust's
willful misfeasance, bad faith, negligence or reckless disregard of
its duties under this Agreement.

(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC Trust shall not be under any duty
or obligation to inquire into and shall not be liable for (i) the
validity or invalidity or authority or lack thereof of any Oral
Instruction or Written Instruction, notice or other instrument which
PFPC Trust reasonably believes to be genuine; or (ii) subject to
section 10, delays, errors, loss of data or other losses occurring
by reason of circumstances beyond PFPC Trust's control, including
acts of civil or military authority, national emergencies, fire,
flood, catastrophe, acts of God, insurrection, war, riots or failure
of the mails, transportation, communication or power supply.

(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC Trust nor its affiliates shall be liable to the Fund or to any
Portfolio for any consequential, special or indirect losses or
damages which the Fund may incur or suffer, whether or not the
likelihood of such losses or damages was known by PFPC Trust or its
affiliates.

Paragraphs 12 and 13 of the Administration and Accounting Services
Agreement between PFPC Inc. and the Trust state:

12. INDEMNIFICATION.

(a) The Fund, on behalf of each Portfolio, agrees to indemnify and hold
harmless PFPC and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state or
foreign securities and blue sky laws, and amendments thereto), and
expenses, including (without limitation) attorneys' fees and
disbursements arising directly or indirectly from any action or
omission to act which PFPC takes (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon
Oral Instructions or Written Instructions. Neither PFPC, nor any of
its affiliates, shall be indemnified against any liability (or any
expenses incident to such liability) arising out of PFPC's or its
affiliates' own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under this
Agreement. Any amounts payable by the Fund hereunder shall be
satisfied only against the relevant Portfolio's assets and not
against the assets of any other investment portfolio of the Fund.

(b) Upon the assertion of a claim for which the either party may be
required to indemnify the other under this Agreement, the party
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with respect
to all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written
consent.

13. RESPONSIBILITY OF PFPC.

(a) PFPC shall be under no duty to take any action on behalf of the Fund
or any Portfolio except as specifically set forth herein or as may
be specifically agreed to by PFPC in writing. PFPC shall be
obligated to exercise care and diligence in the performance of its
duties hereunder and to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided
for under this Agreement. PFPC shall be liable for any damages
arising out of PFPC's failure to perform its duties under this
Agreement and shall indemnify the Fund for such damages to the
extent such damages arise out of PFPC's willful misfeasance, bad
faith, gross negligence or reckless disregard of such duties.

(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses
beyond its control, provided that PFPC has acted in accordance with
the standard of care set forth above; and (ii) PFPC shall not be
<PAGE>

liable for (A) the validity or invalidity or authority or lack
thereof of any Oral Instruction or Written Instruction, notice or
other instrument which conforms to the applicable requirements of
this Agreement, and which PFPC reasonably believes to be genuine; or
(B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control,
including acts of civil or military authority, national emergencies,
labor difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation,
communication or power supply.

(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable to the Fund or to any
Portfolio for any consequential, special or indirect losses or
damages which the Fund or any Portfolio may incur or suffer by or as
a consequence of PFPC's or any affiliates' performance of the
services provided hereunder, whether or not the likelihood of such
losses or damages was known by PFPC or its affiliates.

Paragraphs 12 and 13 of the Transfer Agency Services Agreement between the
Trust and PFPC, Inc. state:

12. INDEMNIFICATION.

(a) The Fund agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, liabilities arising
under the Securities Laws and any state and foreign securities and
blue sky laws, and amendments thereto), and expenses, including
(without limitation) attorneys' fees and disbursements, arising
directly or indirectly from (i) any action or omission to act which
PFPC takes (a) at the request or on the direction of or in reliance
on the advice of the Fund or (b) upon Oral Instructions or Written
Instructions or (ii) the acceptance, processing and/or negotiation
of checks or other methods utilized for the purchase of Shares.
Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability)
arising out of PFPC's or its affiliates' own willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement, provided that in the absence of a
finding to the contrary the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares
shall be presumed not to have been the result of PFPC's or its
affiliates own willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties and obligations.

13. RESPONSIBILITY OF PFPC.

(a) PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically
agreed to by PFPC in writing. PFPC shall be obligated to exercise
care and diligence in the performance of its duties hereunder and to
act in good faith in performing services provided for under this
Agreement. PFPC shall be liable for any damages arising out of
PFPC's failure to perform its duties under this Agreement, and shall
indemnify the Fund for such damages, to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, gross negligence
or reckless disregard of such duties.

(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC, shall not be liable for
losses beyond its control, provided that PFPC has acted in
accordance with the standard of care set forth above; and (ii) PFPC
shall not be under any duty or obligation to inquire into and shall
not be liable for (A) the validity or invalidity or authority or
lack thereof of any Oral Instruction or Written Instruction, notice
or other instrument which conforms to the applicable requirements of
this Agreement, and which PFPC reasonably believes to be genuine; or
(B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control,
including acts of civil or military authority, national emergencies,
labor difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation,
communication or power supply.

(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund
may incur or suffer by or as a consequence of PFPC's or its
affiliates' performance of the services provided hereunder, whether

<PAGE>

or not the likelihood of such losses or damages was known by PFPC or
its affiliates.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

Hillview Capital Advisors, LLC, a Delaware limited liability company, serves as
adviser to the Hillview Investment Trust II as well as a variety of individuals
and institutions. Hillview's principal business address is 1055 Washington
Boulevard, Stamford, Connecticut 06901.

The directors and principal executive officer of Hillview held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

David M. Spungen President and Managing Partner, Hillview Capital Advisers,
LLC; Principal, CMS Resources, 1926 Arch Street,
Philadelphia 19103-1484.

Gary R. Sobelman Managing Director, Hillview Capital Advisors, LLC;
Principal, CMS Resources, 1926 Arch Street, Philadelphia 19103-1484.

Carmen R. Monks Partner, Director of Marketing, Hillview Capital Advisors,
LLC; Client Relationship Manager, CMS Companies, 1926
Arch Street, Philadelphia 19103-1484.

Joseph A. Bracken Director of Client Services, Hillview Capital Advisors,
LLC; Manager Investment Operations, CMS Companies,
1926 Arch Street, Philadelphia 19103-1484.

M. Kathleen Wood Director of Investment Operations, Hillview Capital
Advisors, LLC; Vice President, Value Asset Management,
1055 Washington Boulevard, Stamford, Connecticut 06901.
</TABLE>

BPI Global Asset Management LLP, a Delaware limited liability partnership,
serves as one of the sub-advisers to Hillview International Alpha Fund. It
currently manages assets of a limited partnership and one off-shore fund. BPI's
principal business address is 1900 Summit Tower Boulevard, Orlando, Florida
32810.

The directors and principal executive officer of BPI held the following
positions of a substantial nature in the past two years:

Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------

Ryan R. Burrow President and Managing Director, BPI Global Asset
Management LLP

Paul Holland Managing Director, BPI Global Asset Management
LLP

Daniel R. Jaworski Chief Investment Officer and Managing Director,
BPI Global Asset Management LLP

Pablo Salas-Schoofield Managing Director, BPI Global Asset Management LLP

Deutsche Asset Management Investment Services Limited (DAMIS), an England
corporation, serves as a subadviser to Hillview International Alpha Fund. It
currently manages assets for individuals and institutions. The principal
business address for DAMIS is One Appold Street, London, England.

The directors and principal executive officer of DAMIS held the following
positions of a substantial nature in the past two years:

<PAGE>

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

Neil Patrick Jenkins Chief Executive, DAMIS; Head of Emerging Markets,
Deutsche Asset Management Group Ltd; Director, Deutsche
Asset Management Investment Services Ltd; Vice President,
Morgan Grenfell Investment Trust

Alexander Tedder Director and Fund Manager, DAMIS;

Richard Charles Wilson Director and Fund Manager, DAMIS
</TABLE>

Frontier Capital Management Company, LLC, a Massachusetts limited liability
company, serves as a sub-adviser to Hillview Alpha Fund. It currently manages
assets for individuals and institutions. Frontier's principal business address
is 99 Summer Street, Boston, MA 02110.

The directors and principal executive officer of Frontier held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

Thomas W. Duncan President, Frontier Capital Management Company, LLC

John David Wimberly Chairman, Frontier Capital Management Company, LLC

Grace Keeney Fey Executive Vice President, Frontier Capital Management
Company, LLC

James Kirk Smith Executive Vice President, Frontier Capital Management
Company, LLC

Michael A. Cavaretta Senior Vice President, Frontier Capital Management
Company, LLC
</TABLE>

Harris Associates, L.P., an Illinois partnership, serves as a sub-adviser to
Hillview Alpha Fund and Hillview International Alpha Fund. It currently manages
assets for individuals and institutions. Harris's principal business address is
1055 Washington Boulevard, Stamford, Connecticut 06901.

The directors and principal executive officer of Harris held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

David G. Herro Director, Harris Associates L.P.

Robert M. Levy Director, President and CEO, Harris Associates L.P.

Roxanne M. Martino Director and Vice President, Harris Associates L.P.

Victor A. Morgenstern Director and Chairman, Harris Associates L.P.

Anita M. Nagler Director, Chief Operating Officer and General
Counsel, Harris Associates L.P.

William C. Nygren Director, Harris Associates L.P.

Neal Litvack Director, Harris Associates L.P.

Robert J. Sanborn Director, Harris Associates L.P.
</TABLE>

<PAGE>

Kristi L. Rowsell Secretary, Treasurer and Chief Financial Officer,
Harris Associates L.P.

Peter S. Voss Director, Harris Associates L.P.

Nevis Capital Management, Inc., a Maryland corporation, serves as one of the
sub-advisers to Hillview Alpha Fund. It currently manages assets for individuals
and institutions. Nevis's principal business address is 1119 St. Paul Street,
Baltimore, Maryland 21202.

The directors and principal executive officer of Nevis held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

David R. Wilmerding, III President, Nevis Capital Management, Inc.

Jon C. Baker Executive Vice President, Nevis Capital Management,
Inc.
</TABLE>

Pzena Investment Management, LLC a New York limited liability company, serves as
one of the sub-advisers to Hillview Alpha Fund. It currently manages assets for
individuals and institutions. Pzena's principal business address is 830 Third
Avenue, New York, NY 10022.

The directors and principal executive officer of Pzena held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

Richard S. Pzena Sole Managing Member and President, Pzena Investment
Management, LLC

Amelia C. Jones Vice President and Director of Operations, Pzena
Investment Management, LLC

John P. Goetz Vice President and Director of Research, Pzena
Investment Management, LLC

William L. Lipsey Vice President and Director of Marketing, Pzena Investment
Management, LLC
</TABLE>

Shaker Investments, Inc. an Ohio corporation, serves as one of the sub-advisers
to Hillview Alpha Fund. It currently manages assets for individuals and
institutions. Shaker's principal business address is One Chagrin Highlands, 2000
Auburn Drive, Suite 300, Cleveland, OH 44122.

The directors and principal executive officer of Shaker held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

Edward P. Hemmelgarn President and Director, Shaker Investments, Inc
Managing Member, Shaker Investments Management, L.L.C.

David Rogers Webb Exec. Vice President and Director, Shaker Investments, Inc

Adam Sanders Solomon Chairman and Director, Shaker Investments, Inc

Raymond J. Rund Managing Director, Shaker Investments, Inc
</TABLE>

Waterford Management, LLC, a New York limited liability company, serves as one
of the sub-advisers to Hillview International Alpha Fund. It currently manages
assets of a limited partnership and one off-shore fund. Waterford's principal
business address is 150 East 58th Street, Suite 1600, New York, NY 10155.

<PAGE>

The directors and principal executive officer of Waterford held the following
positions of a substantial nature in the past two years:

<TABLE>
<CAPTION>
Business or Other Connections of Principal
Name Executive Officers and Directors of Sub-adviser
---- -----------------------------------------------
<S> <C>

Edward T. Bozaan President, Waterford Management, LLC and
Waterford Partners, LLC

Max C. Chapman, Jr. Member, Waterford Management, LLC,
Chairman, Gardner Capital Management Corp., 445 Park
Avenue, 16th Floor, New York, NY 10022
</TABLE>

Item 27. PRINCIPAL UNDERWRITER

(a) PFPC Distributors, Inc. (the "Distributor") acts as principal underwriter
for the following investment companies as of 8/25/00: none

(b) PFPC Distributors, Inc. is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association
of Securities Dealers. PFPC Distributors, Inc. is located at 3200 Horizon
Drive King of Prussia, PA 19406.

Name and Positions and Positions and
Principal Business Offices With Offices With
Address Underwriter Registrant
------------------ ------------- -------------

Robert Crouse Director None
Gary Gardner Director, President, and CEO None
Joseph Gramlich Chairman of the Board None
Francis Koudelka Director, Vice President None
Rita Adler Chief Compliance Officer None
Christine Ritch Chief Legal Officer, Secretary
and Clerk None
Bruno DiStefano Vice President None
Matthew Merrill Vice President None
Susan Moscaritolo Vice President None
Bradley Sterns Assistant Secretary and Assistant
Clerk None
Douglas Castagna Controller and Assistant
Secretary None
Craig Stokarski Treasurer None

Item 28. LOCATION OF ACCOUNTS AND RECORDS

The books and other documents required by paragraph (b)(4) of Rule 31a-1
under the Investment Company Act of 1940 are maintained in the physical
possession of Registrant's adviser, Hillview Capital Advisors, LLC, 1055
Washington Boulevard, Third Floor, Stamford, Connecticut 06901. All other
accounts, books and other documents required by Rule 31a-1 are maintained in the
physical possession of Registrant's transfer agent and portfolio accounting
service provider, PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware, 19809.

Item 29. MANAGEMENT SERVICES

Not applicable

<PAGE>

Item 30. UNDERTAKINGS

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Hillview Investment Trust II has
duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford and State of Connecticut, on the 30th day of
August, 2000.

HILLVIEW INVESTMENT TRUST II

By: David M. Spungen*
Trustee and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 30th day of August, 2000

NAME TITLE
---- -----

David M. Spungen* Trustee and President

Richard D. Driscoll* Trustee

Richard W. Hutson* Trustee

Robert W. Uek* Trustee

Joseph A. Bracken* Treasurer

* By: /s/ ARTHUR J. BROWN
-----------------------
Arthur J. Brown, Esquire
Attorney-in-Fact, Pursuant to
Power of Attorney

<PAGE>

HILLVIEW INVESTMENT TRUST II

Exhibit Index

(1) (a) Certificate of Trust as filed with the state of Delaware
(1)
(b) Agreement and Declaration of Trust (1)
(2) By-laws (1)
(3) Instruments Defining Rights of Security Holders
(a) Agreement and Declaration of Trust (1)
(b) Bylaws (1)
(4) (a) Revised Advisory Agreement (filed herewith)
(b) Sub-Advisory Agreement with Harris Associates, L.P.
for Hillview Alpha Fund (1)
(c) Sub-Advisory Agreement with Nevis Capital Management,
Inc. for Hillview Alpha Fund (1)
(d) Sub-Advisory Agreement with Shaker Investments, Inc.
for Hillview Alpha Fund (1)
(e) Sub-Advisory Agreement with Pzena Investment
Management, LLC for Hillview Alpha Fund (1)
(f) Sub-Advisory Agreement with Frontier Capital
Management Company, LLC for Hillview Alpha Fund (1)
(g) Sub-Advisory Agreements with BPI Global Asset
Management LLP for Hillview International Alpha Fund (1)
(h) Sub-Advisory Agreements with Deutsche Asset
Management Investment Services, Ltd. for Hillview
International Alpha Fund (1)
(i) Sub-Advisory Agreement with Waterford Management, LLC
for Hillview International Alpha Fund (1)
(j) Sub-Advisory Agreement with Harris Associates, L.P.
for Hillview International Alpha Fund (1)
(5) Underwriting Agreement (1)
(6) Bonus or Profit Sharing Contracts - none
(7) Custodian Services Agreement (1)
(8) Other Material Contracts
(a) Administration and Accounting Services Agreement (1)
(b) Transfer Agency Services Agreement (1)
(9) (a) Opinion of Kirkpatrick & Lockhart LLP as to the
legality of shares being offered (1)
(b) Opinion of Richards, Layton & Finger, P.A. as to the
legality of shares being offered (1)
(10) Other Opinions
Accountants' Consent (filed herewith)
(11) Omitted Financial Statements - not applicable
(12) Initial Capital Agreement (1)
(13) Distribution Plan pursuant to Rule 12b-1 - none
(14) Multiple Class Plan Pursuant to Rule 18f-3 - none
(15) Power of Attorney of the Trustees and Officers of the
Registrant (1)
(16) (a) Code of Ethics for Hillview Investment Trust II (1)
(b) Code of Ethics for Hillview Capital Advisors, LLC (1)
(c) Code of Ethics for Harris Associates, L.P. (1)
(d) Code of Ethics for Nevis Capital Management, Inc. (1)
(e) Code of Ethics for Shaker Investments, Inc. (1)
(f) Code of Ethics for Pzena Investment Management LLC (1)
(g) Code of Ethics for Frontier Capital Management
Company LLC (1)
(h) Code of Ethics for BPI Global Asset Management LLP (1)
(i) Code of Ethics for Deutsche Asset Management
Investment Services, Ltd. (1)
(j) Code of Ethics for Waterford Management L.L.C.
(filed herewith)